EX-4.1



 Exhibit 4.1 
 EXECUTION VERSION 
 INDENTURE 

Dated as of January 30, 2012 
 Among 
 SUMMIT MATERIALS, LLC, 

SUMMIT MATERIALS FINANCE CORP., as Issuers, 
 the Guarantors listed herein, 
 and 

WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee 
 10.5% SENIOR NOTES DUE 2020 







 CROSS-REFERENCE TABLE* 

 

			
	 Trust Indenture Act Section
	  	Indenture Section
	 310(a)(1)
	  	7.10
	 (a)(2)
	  	7.10
	 (a)(3)
	  	N.A.
	 (a)(4)
	  	N.A.
	 (a)(5)
	  	7.10
	 (b)
	  	7.03; 7.10
	 (c)
	  	N.A.
	 311(a)
	  	7.11
	 (b)
	  	7.11
	 (c)
	  	N.A.
	 312(a)
	  	2.05
	 (b)
	  	12.03
	 (c)
	  	12.03
	 313(a)
	  	7.06
	 (b)(1)
	  	N.A.
	 (b)(2)
	  	7.06; 7.07
	 (c)
	  	7.06; 12.02
	 (d)
	  	7.06
	 314(a)
	  	4.03; 12.05
	 (b)
	  	N.A.
	 (c)(1)
	  	12.04
	 (c)(2)
	  	12.04
	 (c)(3)
	  	N.A.
	 (d)
	  	N.A.
	 (e)
	  	12.05
	 (f)
	  	N.A.
	 315(a)
	  	7.01
	 (b)
	  	7.05; 12.02
	 (c)
	  	7.01
	 (d)
	  	7.01
	 (e)
	  	6.14
	 316(a)(last sentence)
	  	2.09
	 (a)(1)(A)
	  	6.05
	 (a)(1)(B)
	  	6.04
	 (a)(2)
	  	N.A.
	 (b)
	  	6.07
	 (c)
	  	2.12; 9.04
	 317(a)(1)
	  	6.08
	 (a)(2)
	  	6.12
	 (b)
	  	2.04
	 318(a)
	  	12.01
	 (b)
	  	N.A.
	 (c)
	  	12.01

 N.A. means not applicable. 

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








 TABLE OF CONTENTS 

 

									
	 	 	 	 	 	  	Page	 
	
	ARTICLE 1	  
	DEFINITIONS AND INCORPORATION BY REFERENCE	  
	 Section 1.01.
	 		 	Definitions	  	 	-1-	  
	 Section 1.02.
	 		 	Other Definitions	  	 	-37-	  
	 Section 1.03.
	 		 	Incorporation by Reference of Trust Indenture Act	  	 	-38-	  
	 Section 1.04.
	 		 	Rules of Construction	  	 	-38-	  
	 Section 1.05.
	 		 	Acts of Holders	  	 	-39-	  
	
	ARTICLE 2	  
	THE NOTES	  
				
	 Section 2.01.
	 		 	Form and Dating; Terms	  	 	-40-	  
	 Section 2.02.
	 		 	Execution and Authentication	  	 	-42-	  
	 Section 2.03.
	 		 	Registrar, Transfer Agent and Paying Agent	  	 	-42-	  
	 Section 2.04.
	 		 	Paying Agent to Hold Money in Trust	  	 	-43-	  
	 Section 2.05.
	 		 	Holder Lists	  	 	-43-	  
	 Section 2.06.
	 		 	Transfer and Exchange	  	 	-43-	  
	 Section 2.07.
	 		 	Replacement Notes	  	 	-55-	  
	 Section 2.08.
	 		 	Outstanding Notes	  	 	-55-	  
	 Section 2.09.
	 		 	Treasury Notes	  	 	-56-	  
	 Section 2.10.
	 		 	Temporary Notes	  	 	-56-	  
	 Section 2.11.
	 		 	Cancellation	  	 	-56-	  
	 Section 2.12.
	 		 	Defaulted Interest	  	 	-56-	  
	 Section 2.13.
	 		 	CUSIP Numbers; ISINs	  	 	-57-	  
	
	ARTICLE 3	  
	REDEMPTION	  
				
	 Section 3.01.
	 		 	Notices to Trustee	  	 	-57-	  
	 Section 3.02.
	 		 	Selection of Notes to Be Redeemed	  	 	-57-	  
	 Section 3.03.
	 		 	Notice of Redemption	  	 	-57-	  
	 Section 3.04.
	 		 	Effect of Notice of Redemption	  	 	-58-	  
	 Section 3.05.
	 		 	Deposit of Redemption Price	  	 	-59-	  
	 Section 3.06.
	 		 	Notes Redeemed in Part	  	 	-59-	  
	 Section 3.07.
	 		 	Optional Redemption	  	 	-59-	  
	 Section 3.08.
	 		 	Mandatory Redemption	  	 	-60-	  
	 Section 3.09.
	 		 	Offers to Repurchase by Application of Excess Proceeds	  	 	-60-	  
	
	ARTICLE 4	  
	COVENANTS	  
				
	 Section 4.01.
	 		 	Payment of Notes	  	 	-62-	  
	 Section 4.02.
	 		 	Maintenance of Office or Agency	  	 	-62-	  
	 Section 4.03.
	 		 	Reports and Other Information	  	 	-63-	  
	 Section 4.04.
	 		 	Compliance Certificate	  	 	-65-	  
	 Section 4.05.
	 		 	Taxes	  	 	-65-	  
	 Section 4.06.
	 		 	Stay, Extension and Usury Laws	  	 	-65-	  
	 Section 4.07.
	 		 	Limitation on Restricted Payments	  	 	-66-	  
	 Section 4.08.
	 		 	Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries	  	 	-74-	  


  
 -i-










									
	 	 	 	 	 	  	Page	 
				
	 Section 4.09.
	 		 	Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock	  	 	-76-	  
	 Section 4.10.
	 		 	Asset Sales	  	 	-83-	  
	 Section 4.11.
	 		 	Transactions with Affiliates	  	 	-85-	  
	 Section 4.12.
	 		 	Liens	  	 	-88-	  
	 Section 4.13.
	 		 	Company Existence	  	 	-89-	  
	 Section 4.14.
	 		 	Offer to Repurchase Upon Change of Control	  	 	-89-	  
	 Section 4.15.
	 		 	Limitation on Guarantees of Indebtedness by Restricted Subsidiaries	  	 	-91-	  
	 Section 4.16.
	 		 	Suspension of Covenants	  	 	-91-	  
	 Section 4.17.
	 		 	Limitation on Business Activities of the Co-Issuer	  	 	-92-	  
	
	ARTICLE 5	  
	SUCCESSORS	  
				
	 Section 5.01.
	 		 	Merger, Consolidation or Sale of All or Substantially All Assets	  	 	-93-	  
	 Section 5.02.
	 		 	Successor Person Substituted	  	 	-95-	  
	
	ARTICLE 6	  
	DEFAULTS AND REMEDIES	  
				
	 Section 6.01.
	 		 	Events of Default	  	 	-95-	  
	 Section 6.02.
	 		 	Acceleration	  	 	-97-	  
	 Section 6.03.
	 		 	Other Remedies	  	 	-98-	  
	 Section 6.04.
	 		 	Waiver of Past Defaults	  	 	-98-	  
	 Section 6.05.
	 		 	Control by Majority	  	 	-98-	  
	 Section 6.06.
	 		 	Limitation on Suits	  	 	-98-	  
	 Section 6.07.
	 		 	Rights of Holders to Receive Payment	  	 	-99-	  
	 Section 6.08.
	 		 	Collection Suit by Trustee	  	 	-99-	  
	 Section 6.09.
	 		 	Restoration of Rights and Remedies	  	 	-99-	  
	 Section 6.10.
	 		 	Rights and Remedies Cumulative	  	 	-99-	  
	 Section 6.11.
	 		 	Delay or Omission Not Waiver	  	 	-99-	  
	 Section 6.12.
	 		 	Trustee May File Proofs of Claim	  	 	-100-	  
	 Section 6.13.
	 		 	Priorities	  	 	-100-	  
	 Section 6.14.
	 		 	Undertaking for Costs	  	 	-100-	  
	
	ARTICLE 7	  
	TRUSTEE	  
				
	 Section 7.01.
	 		 	Duties of Trustee	  	 	-101-	  
	 Section 7.02.
	 		 	Rights of Trustee	  	 	-102-	  
	 Section 7.03.
	 		 	Individual Rights of Trustee	  	 	-103-	  
	 Section 7.04.
	 		 	Trustee’s Disclaimer	  	 	-103-	  
	 Section 7.05.
	 		 	Notice of Defaults	  	 	-103-	  
	 Section 7.06.
	 		 	Reports by Trustee to Holders	  	 	-103-	  
	 Section 7.07.
	 		 	Compensation and Indemnity	  	 	-103-	  
	 Section 7.08.
	 		 	Replacement of Trustee	  	 	-104-	  
	 Section 7.09.
	 		 	Successor Trustee by Merger, etc.	  	 	-105-	  
	 Section 7.10.
	 		 	Eligibility; Disqualification	  	 	-105-	  
	 Section 7.11.
	 		 	Preferential Collection of Claims Against Issuer	  	 	-105-	  
	
	ARTICLE 8	  
	LEGAL DEFEASANCE AND COVENANT DEFEASANCE	  
				
	 Section 8.01.
	 		 	Option to Effect Legal Defeasance or Covenant Defeasance	  	 	-105-	  
	 Section 8.02.
	 		 	Legal Defeasance and Discharge	  	 	-106-	  


  
 -ii-










									
	 	 	 	 	 	  	Page	 
				
	 Section 8.03.
	 		 	Covenant Defeasance	  	 	-106-	  
	 Section 8.04.
	 		 	Conditions to Legal or Covenant Defeasance	  	 	-107-	  
	 Section 8.05.
	 		 	Deposited Money and U.S. Government Securities to be Held in Trust; Other Miscellaneous Provisions	  	 	-108-	  
	 Section 8.06.
	 		 	Repayment to Issuers	  	 	-108-	  
	 Section 8.07.
	 		 	Reinstatement	  	 	-109-	  
	
	ARTICLE 9	  
	AMENDMENT, SUPPLEMENT AND WAIVER	  
				
	 Section 9.01.
	 		 	Without Consent of Holders	  	 	-109-	  
	 Section 9.02.
	 		 	With Consent of Holders	  	 	-110-	  
	 Section 9.03.
	 		 	Compliance with Trust Indenture Act	  	 	-111-	  
	 Section 9.04.
	 		 	Revocation and Effect of Consents	  	 	-112-	  
	 Section 9.05.
	 		 	Notation on or Exchange of Notes	  	 	-112-	  
	 Section 9.06.
	 		 	Trustee to Sign Amendments, etc.	  	 	-112-	  
	
	ARTICLE 10	  
	GUARANTEES	  
				
	 Section 10.01.
	 		 	Guarantee	  	 	-112-	  
	 Section 10.02.
	 		 	Limitation on Guarantor Liability	  	 	-114-	  
	 Section 10.03.
	 		 	Execution and Delivery	  	 	-114-	  
	 Section 10.04.
	 		 	Subrogation	  	 	-114-	  
	 Section 10.05.
	 		 	Benefits Acknowledged	  	 	-115-	  
	 Section 10.06.
	 		 	Release of Guarantees	  	 	-115-	  
	
	ARTICLE 11	  
	SATISFACTION AND DISCHARGE	  
				
	 Section 11.01.
	 		 	Satisfaction and Discharge	  	 	-115-	  
	 Section 11.02.
	 		 	Application of Trust Money	  	 	-116-	  
	
	ARTICLE 12	  
	MISCELLANEOUS	  
				
	 Section 12.01.
	 		 	Trust Indenture Act Controls	  	 	-117-	  
	 Section 12.02.
	 		 	Notices	  	 	-117-	  
	 Section 12.03.
	 		 	Communication by Holders with Other Holders	  	 	-118-	  
	 Section 12.04.
	 		 	Certificate and Opinion as to Conditions Precedent	  	 	-118-	  
	 Section 12.05.
	 		 	Statements Required in Certificate or Opinion	  	 	-118-	  
	 Section 12.06.
	 		 	Rules by Trustee and Agents	  	 	-119-	  
	 Section 12.07.
	 		 	No Personal Liability of Directors, Officers, Employees and Stockholders	  	 	-119-	  
	 Section 12.08.
	 		 	Governing Law	  	 	-119-	  
	 Section 12.09.
	 		 	Waiver of Jury Trial	  	 	-119-	  
	 Section 12.10.
	 		 	Force Majeure	  	 	-119-	  
	 Section 12.11.
	 		 	No Adverse Interpretation of Other Agreements	  	 	-119-	  
	 Section 12.12.
	 		 	Successors	  	 	-120-	  
	 Section 12.13.
	 		 	Severability	  	 	-120-	  
	 Section 12.14.
	 		 	Counterpart Originals	  	 	-120-	  
	 Section 12.15.
	 		 	Table of Contents, Headings, etc.	  	 	-120-	  
	 Section 12.16.
	 		 	Qualification of Indenture	  	 	-120-	  


  
 -iii-









 EXHIBITS 
  

			
	Exhibit A	  	FORM OF NOTE
	Exhibit B	  	FORM OF CERTIFICATE OF TRANSFER
	Exhibit C	  	FORM OF CERTIFICATE OF EXCHANGE
	Exhibit D	  	FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT GUARANTORS


  
 -iv-









 INDENTURE, dated as of January 30, 2012, among Summit Materials, LLC, a Delaware
limited liability company (the “Company”), Summit Materials Finance Corp., a Delaware corporation wholly-owned by the Company (the “Co-Issuer” and, together with the Company, the “Issuers”), the
Guarantors (as defined herein) and Wilmington Trust, National Association, a national banking association, as Trustee. 
 W I T N
E S S E T H 
 WHEREAS, the Issuers have duly authorized the creation of an issue of $250,000,000 aggregate principal amount of
10.5% Senior Notes due 2020 (the “Initial Notes”); 
 WHEREAS, the Issuers will be jointly and severally liable
for all obligations under the Notes; and 
 WHEREAS, each of the Issuers and each of the Guarantors has duly authorized the
execution and delivery of this Indenture (as defined herein). 
 NOW, THEREFORE, each of the Issuers, the Guarantors and the
Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined herein). 

ARTICLE 1 

DEFINITIONS AND INCORPORATION BY REFERENCE 

Section 1.01. Definitions. 
 “144A Global Note” means a Global Note substantially in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of,
and registered in the name of, the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A. 
 “Acquired Indebtedness” means, with respect to any specified Person, 
 (a) Indebtedness of any other Person existing at the time such other Person is merged or consolidated with or into or became a Restricted Subsidiary of such specified Person, including Indebtedness
incurred in connection with, or in contemplation of, such other Person merging or consolidating with or into or becoming a Restricted Subsidiary of such specified Person, and 

(b) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person. 

“Additional Interest” means all additional interest then owing pursuant to the Registration Rights Agreement.

 “Additional Notes” means any additional Notes (other than the Initial Notes or any Exchange Notes issued in
exchange for such Initial Notes) issued from time to time under this Indenture in accordance with Sections 2.01, 2.02 and 4.09 hereof. 
 “Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For
purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any
Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. 







 “Agent” means any Registrar, Transfer Agent or Paying Agent. 

“Agent’s Message” means a message transmitted by DTC to, and received by, the Depositary and forming a part of the
book-entry confirmation, which states that DTC has received an express acknowledgment from each participant in DTC tendering the Notes and that such participants have received the Letter of Transmittal and agree to be bound by the terms of the
Letter of Transmittal and the Issuers may enforce such agreement against such participants. 
 “Applicable
Premium” means, with respect to any Note on any Redemption Date, the greater of: 
 (a) 1.0% of the
principal amount of such Note, and 
 (b) the excess, if any, of (i) the present value at such Redemption
Date of (A) the redemption price of such Note at January 31, 2016 (such redemption price being set forth in the table set forth in Section 3.07(b) hereof), plus (B) all required remaining scheduled interest payments due on such
Note through January 31, 2016 (excluding accrued but unpaid interest to the Redemption Date), computed using a discount rate equal to the Treasury Rate as of such Redemption Date plus 50 basis points over (ii) the then outstanding
principal amount of such Note. 
 “Applicable Procedures” means, with respect to any transfer or exchange of or
for beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear and/or Clearstream that apply to such transfer or exchange. 
 “Asset Sale” means: 
 (a) the sale, conveyance,
transfer or other disposition, whether in a single transaction or a series of related transactions (including by way of a Sale and Lease-Back Transaction), of property or assets of the Company or any of its Restricted Subsidiaries (each referred to
in this definition as a “disposition”); or 
 (b) the issuance or sale of Equity Interests of
any Restricted Subsidiary (other than Preferred Stock of Restricted Subsidiaries issued in compliance with Section 4.09 hereof), whether in a single transaction or a series of related transactions; 

in each case, other than: 
 (i) any disposition of Cash Equivalents or Investment Grade Securities or obsolete or worn out property or equipment in the ordinary course of business or any disposition of inventory or goods (or other
assets) held for sale or no longer used or useful in the ordinary course of business; 
 (ii) the disposition of
all or substantially all of the assets of the Company in a manner permitted pursuant to the provisions described under Section 5.01 hereof or any disposition that constitutes a Change of Control pursuant to this Indenture; 

(iii) the making of any Restricted Payment that is permitted to be made, and is made, under Section 4.07 hereof or
any Permitted Investment; 

  
 — 2
— 








 (iv) any disposition of assets or issuance or sale of Equity Interests of
any Restricted Subsidiary in any transaction or series of related transactions with an aggregate fair market value of less than $15.0 million; 
 (v) any disposition of property or assets or issuance of securities by a Restricted Subsidiary to the Company or by the Company or a Restricted Subsidiary to a Restricted Subsidiary; 

(vi) to the extent allowable under Section 1031 of the Internal Revenue Code of 1986, any exchange of like property
(excluding any boot thereon) for use in a Similar Business; 
 (vii) the lease, assignment, sub-lease, license or
sub-license of any real or personal property in the ordinary course of business; 
 (viii) any issuance or sale
of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary; 
 (ix) foreclosures,
condemnation, expropriation or any similar action with respect to assets or the granting of Liens not prohibited by this Indenture; 
 (x) sales of accounts receivable, or participations therein, or Securitization Assets (other than royalties or other revenues (except accounts receivable)) or related assets in connection with any
Qualified Securitization Facility or the disposition of an account receivable in connection with the collection or compromise thereof in the ordinary course of business; 

(xi) any financing transaction with respect to property built or acquired by the Company or any Restricted Subsidiary
after the Issue Date, including Sale and Lease-Back Transactions and asset securitizations permitted by this Indenture; 
 (xii) the sale or discount of inventory, accounts receivable or notes receivable in the ordinary course of business or the conversion of accounts receivable to notes receivable; 

(xiii) the licensing or sub-licensing of intellectual property or other general intangibles in the ordinary course of
business, other than the licensing of intellectual property on a long-term basis; 
 (xiv) any surrender or
waiver of contract rights or the settlement, release or surrender of contract rights or other litigation claims in the ordinary course of business; 
 (xv) the unwinding of any Hedging Obligations; 
 (xvi) sales,
transfers and other dispositions of Investments in joint ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding
arrangements; 
 (xvii) the abandonment of intellectual property rights in the ordinary course of business, which
in the reasonable good faith determination of the Company are not material to the conduct of the business of the Company and its Restricted Subsidiaries taken as a whole; 

(xviii) the issuance by a Restricted Subsidiary of Preferred Stock or Disqualified Stock that is permitted by the covenant
described under Section 4.09 hereof; 
 (xix) the granting of a Lien that is permitted under
Section 4.12 hereof; and 
 (xx) the issuance of directors’ qualifying shares and shares issued to
foreign nationals as required by applicable law. 

  
 — 3
— 








 “Bank Products” means any facilities or services related to cash
management, including treasury, depository, overdraft, credit or debit card, purchase card, electronic funds transfer and other cash management arrangements. 
 “Bankruptcy Law” means Title 11, U.S. Code, as amended, or any similar federal or state law for the relief of debtors. 

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

“Capital Stock” means: 
 (a) in the case of a corporation, corporate stock or shares in the capital of such corporation; 
 (b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; 

(c) in the case of a partnership or limited liability company, partnership or membership interests (whether general or
limited); and 
 (d) any other interest or participation that confers on a Person the right to receive a share of
the profits and losses of, or distributions of assets of, the issuing Person. 
 “Capitalized Lease Obligation”
means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes
thereto) prepared in accordance with GAAP; provided that any obligations of the Company or its Restricted Subsidiaries, or of a special purpose or other entity not consolidated with the Company and its Restricted Subsidiaries, either existing
on the Issue Date or created prior to any recharacterization described below (or any refinancing thereof) (i) that were not included on the consolidated balance sheet of the Company as capital lease obligations and (ii) that are
subsequently recharacterized as capital lease obligations or, in the case of such a special purpose or other entity becoming consolidated with the Company and its Restricted Subsidiaries, due to a change in accounting treatment or otherwise, shall
for all purposes not be treated as a Capitalized Lease Obligations or Indebtedness. 
 “Capitalized Software
Expenditures” means, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities) by a Person and its Restricted Subsidiaries during such period in respect of licensed or purchased software or
internally developed software and software enhancements that, in conformity with GAAP, are or are required to be reflected as capitalized costs on the consolidated balance sheet of a Person and its Restricted Subsidiaries. 

“Cash Equivalents” means: 
 (a) United States dollars; 
 (b) (i) Canadian dollars, pounds
sterling, yen, euros or any national currency of any participating member state of the EMU; or 

  
 — 4
— 








 (ii) in the case of any Foreign Subsidiary that is a Restricted Subsidiary,
such local currencies held by it from time to time in the ordinary course of business; 
 (c) securities issued
or directly and fully and unconditionally guaranteed or insured by the U.S. government or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with
maturities of 24 months or less from the date of acquisition; 
 (d) certificates of deposit, time deposits and
eurodollar time deposits with maturities of 24 months or less from the date of acquisition, demand deposits, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any domestic or foreign
commercial bank having capital and surplus of not less than $250.0 million; 
 (e) repurchase obligations for
underlying securities of the types described in clauses (c), (d), (g) and (h) entered into with any financial institution or recognized securities dealer meeting the qualifications specified in clause (d) above; 

(f) commercial paper and variable or fixed rate notes rated at least P-2 by Moody’s or at least A-2 by S&P (or,
if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency) and in each case maturing within 24 months after the date of creation thereof; 

(g) marketable short-term money market and similar funds having a rating of at least P-2 or A-2 from either Moody’s
or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency); 

(h) readily marketable direct obligations issued by any state, commonwealth or territory of the United States or any
political subdivision or taxing authority thereof having an Investment Grade Rating from either Moody’s or S&P (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another Rating
Agency) with maturities of 24 months or less from the date of acquisition; 
 (i) readily marketable direct
obligations issued by any foreign government or any political subdivision or public instrumentality thereof, in each case having an Investment Grade Rating from either Moody’s or S&P (or, if at any time neither Moody’s nor S&P
shall be rating such obligations, an equivalent rating from another Rating Agency) with maturities of 24 months or less from the date of acquisition; 
 (j) Investments with average maturities of 12 months or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent
thereof) or better by Moody’s (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency); 

(k) securities with maturities of 12 months or less from the date of acquisition backed by standby letters of credit
issued by any financial institution or recognized securities dealer meeting the qualifications specified in clause (d) above; and 
 (l) investment funds investing substantially all of their assets in securities of the types described in clauses (a) through (k) above. 

  
 — 5
— 








 In the case of Investments by any Foreign Subsidiary that is a Restricted Subsidiary or
Investments made in a country outside the United States of America, Cash Equivalents shall also include (i) investments of the type and maturity described in clauses (a) through (h) and clauses (j), (k) and (l) above of
foreign obligors, which Investments or obligors (or the parents of such obligors) have ratings described in such clauses or equivalent ratings from comparable foreign rating agencies and (ii) other short-term investments utilized by Foreign
Subsidiaries that are Restricted Subsidiaries in accordance with normal investment practices for cash management in investments analogous to the foregoing investments in clauses (a) through (l) and in this paragraph. 

Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses
(a) and (b) above, provided that such amounts are converted into any currency listed in clauses (a) and (b) as promptly as practicable and in any event within ten Business Days following the receipt of such amounts.

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

(a) the sale, lease, transfer, conveyance or other disposition in one or a series of related transactions (other than by
merger, consolidation or amalgamation), of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any Person other than any Permitted Holder; or 

(b) the Company becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange
Act, proxy, vote, written notice or otherwise) the acquisition by (A) any Person (other than any Permitted Holder) or (B) Persons (other than any Permitted Holders) that are together a group (within the meaning of Section 13(d)(3) or
Section 14(d)(2) of the Exchange Act, or any successor provision), including any such group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), in a single
transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of 50.0% or
more of the total voting power of the Voting Stock of the Company directly or indirectly through any of its direct or indirect parent holding companies . 
 “Clearstream” means Clearstream Banking, Société Anonyme or any successor securities clearing agency. 

“Co-Issuer” has the meaning set forth in the recitals hereto until a successor Person shall have become such pursuant to
the applicable provisions of this Indenture, and thereafter “Co-Issuer” shall mean such successor Person. 

“Company” has the meaning set forth in the recitals hereto until a successor Person shall have become such pursuant to
the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor Person. 

“Consolidated Depletion, Depreciation and Amortization Expense” means with respect to any Person for any period, the
total amount of depletion, depreciation and amortization expense of such Person, including the amortization of intangible assets, deferred financing fees, debt issuance costs, commissions, fees and expenses and Capitalized Software Expenditures of
such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP. 

  
 — 6
— 








 “Consolidated Interest Expense” means, with respect to any Person for any
period, without duplication, the sum of: 
 (a) consolidated interest expense of such Person and its Restricted
Subsidiaries for such period, to the extent such expense was deducted (and not added back) in computing Consolidated Net Income (including (i) amortization of original issue discount resulting from the issuance of Indebtedness at less than par,
(ii) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers acceptances, (iii) non-cash interest payments (but excluding any non-cash interest expense attributable to the movement in the
mark to market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP), (iv) the interest component of Capitalized Lease Obligations, and (v) net payments, if any made (less net payments, if any, received),
pursuant to interest rate Hedging Obligations with respect to Indebtedness, and excluding (q) annual agency fees paid to the administrative agents and collateral agents under any Credit Facilities, (r) costs associated with obtaining
Hedging Obligations, (s) any expense resulting from the discounting of any Indebtedness in connection with the application of recapitalization accounting or, if applicable, purchase accounting in connection with the Transactions or any
acquisition, (t) penalties and interest relating to taxes, (u) any Additional Interest and any “additional interest” or “liquidated damages” with respect to other securities for failure to timely comply
with registration rights obligations, (v) amortization or expensing of deferred financing costs and any other amounts of non-cash interest, amendment and consent fees, debt issuance costs, commissions, fees and expenses and discounted
liabilities, (w) any expensing of bridge, commitment and other financing fees and any other fees related to the Transactions or any acquisitions after the Issue Date, (x) commissions, discounts, yield and other fees and charges (including
any interest expense) related to any Qualified Securitization Facility, (y) any accretion of accrued interest on discounted liabilities and any prepayment premium or penalty) and (z) interest expense resulting from push-down accounting;
plus 
 (b) consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period,
whether paid or accrued; less 
 (c) interest income of such Person and its Restricted Subsidiaries for such
period. 
 For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest
rate reasonably determined by such Person to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. 
 “Consolidated Leverage Ratio” means, as at any date of determination, the ratio of (1) the Consolidated Total Indebtedness of the Company and its Restricted Subsidiaries as of the
end of the most recent fiscal quarter for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur to (2) the EBITDA of the Company for the most
recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur, in each case with such pro forma
adjustments to Consolidated Total Indebtedness and EBITDA as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio. 

  
 — 7
— 








 “Consolidated Net Income” means, with respect to any Person for any period,
the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided, that, without duplication, 

(a) any after-tax effect of extraordinary, non-recurring or unusual gains or losses (less all fees and expenses relating
thereto), charges or expenses (including relating to any multi-year strategic initiatives), Transaction Expenses, duplicative running costs, relocation costs, integration costs, facility consolidation and closing costs, severance costs and expenses,
one-time compensation charges, costs relating to pre-opening and opening costs for plants/facilities, losses, costs or cost inefficiencies related to plant/facility disruptions or shutdowns, signing, retention and completion bonuses, costs incurred
in connection with any strategic initiatives, transition costs, costs incurred in connection with acquisitions and non-recurring product and intellectual property development, other business optimization expenses (including costs and expenses
relating to business optimization programs and new systems design, retention charges, system establishment costs and implementation costs) and operating expenses attributable to the implementation of cost-savings initiatives, and curtailments or
modifications to pension and post-retirement employee benefit plans shall be excluded; 
 (b) the cumulative
effect of a change in accounting principles and changes as a result of the adoption or modification of accounting policies during such period shall be excluded; 
 (c) any net after-tax effect of gains or losses on disposal, abandonment or discontinuance of disposed, abandoned or discontinued operations, as applicable, shall be excluded; 

(d) any net after-tax effect of gains or losses (less all fees, expenses and charges relating thereto) attributable to
asset dispositions or abandonments or the sale or other disposition of any Capital Stock of any Person other than in the ordinary course of business shall be excluded; 

(e) the Net Income for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary or that is
accounted for by the equity method of accounting, shall be excluded; provided, that Consolidated Net Income of such Person shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to
the extent converted into cash) to such Person or a Restricted Subsidiary thereof in respect of such period; 

(f) solely for the purpose of determining the amount available for Restricted Payments under clause (C)(1) of
Section 4.07(a) hereof, the Net Income for such period of any Restricted Subsidiary (other than any Guarantor) shall be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary
of its Net Income is not at the date of determination permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment,
decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders (other than restrictions in the Notes or this Indenture), unless such restriction with respect to the payment of dividends or
similar distributions has been legally waived, provided that Consolidated Net Income of such Person will be increased by the amount of dividends or other distributions or other payments actually paid in cash (or to the extent converted into
cash) to such Person or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein; 
 (g) effects of adjustments (including the effects of such adjustments pushed down to such Person and its Restricted Subsidiaries) in such Person’s consolidated financial statements pursuant to GAAP
(including in the inventory, property and equipment, software, goodwill, intangible assets, in-process research and development, deferred revenue and debt line items thereof) resulting from the application of recapitalization accounting or purchase
accounting, as the case may be, in relation to the Transactions or any consummated acquisition or joint venture investment or the amortization or write-off or write-down of any amounts thereof, net of taxes, shall be excluded; 

  
 — 8
— 








 (h) any after-tax effect of income (loss) from the early extinguishment or
conversion of (i) Indebtedness, (ii) Hedging Obligations or (iii) other derivative instruments shall be excluded; 
 (i) any impairment charge or asset write-off or write-down, including impairment charges or asset write-offs or write-downs related to intangible assets, long-lived assets, investments in debt and equity
securities and investments recorded using the equity method or as a result of a change in law or regulation, in each case, pursuant to GAAP, and the amortization of intangibles arising pursuant to GAAP shall be excluded; 

(j) any equity-based or non-cash compensation charge or expense including any such charge or expense arising from grants
of stock appreciation or similar rights, stock options, restricted stock or other rights or equity incentive programs, and any cash charges associated with the rollover, acceleration, or payout of Equity Interests by management of the Company or any
of its direct or indirect parent companies in connection with the Transactions, shall be excluded; 
 (k) any
fees, expenses or charges incurred during such period, or any amortization thereof for such period, in connection with any acquisition, Investment, Asset Sale, disposition, incurrence or repayment of Indebtedness (including such fees, expenses or
charges related to the offering and issuance of the Notes and other securities and the syndication and incurrence of any Credit Facilities), issuance of Equity Interests, refinancing transaction or amendment or modification of any debt instrument
(including any amendment or other modification of the Notes and other securities and any Credit Facilities) and including, in each case, any such transaction consummated on or prior to the Issue Date and any such transaction undertaken but not
completed, and any charges or non-recurring merger costs incurred during such period as a result of any such transaction, in each case whether or not successful or consummated (including, for the avoidance of doubt the effects of expensing all
transaction related expenses in accordance with Financial Accounting Standards Board Accounting Standards Codification 805), shall be excluded; 
 (l) accruals and reserves that are established within 12 months after the Issue Date that are so required to be established as a result of the Transactions (or within 12 months after the closing of any
acquisition that are so required to be established as a result of such acquisition) in accordance with GAAP shall be excluded; 
 (m) any expenses, charges or losses to the extent covered by insurance or indemnity and actually reimbursed, or, so long as such Person has made a determination that there exists reasonable evidence that
such amount will in fact be reimbursed by the insurer or indemnifying party and only to the extent that such amount is in fact reimbursed within 365 days of the date of the insurable or indemnifiable event (net of any amount so added back in any
prior period to the extent not so reimbursed within the applicable 365-day period), shall be excluded; 
 (n) any
net pension or other post-employment benefit costs representing amortization of unrecognized prior service costs, actuarial losses, including amortization of such amounts arising in prior periods, amortization of the unrecognized net obligation (and
loss or cost) existing at the date of initial application of Accounting Standards Codification Topic No. 715, Compensation-Retirement Benefits, shall be excluded, and 

  
 — 9
— 








 (o) any noncash compensation expense resulting from the application of
Accounting Standards Codification Topic No. 718, Compensation — Stock Compensation, shall be excluded; and 
 (p) the following items shall be excluded: 
 (i) any net unrealized
gain or loss (after any offset) resulting in such period from Hedging Obligations and the application of Accounting Standards Codification Topic No. 815, Derivatives and Hedging; 

(ii) any net unrealized gain or loss (after any offset) resulting in such period from currency translation gains or losses
including those related to currency remeasurements of Indebtedness (including any net loss or gain resulting from Hedging Obligations for currency exchange risk) and any other foreign currency translation gains and losses, to the extent such gain or
losses are non-cash items; 
 (iii) any adjustments resulting for the application of Accounting Standards
Codification Topic No. 460, Guarantees, or any comparable regulation; 
 (iv) effects of adjustments
to accruals and reserves during a prior period relating to any change in the methodology of calculating reserves for returns, rebates and other chargebacks; and 
 (v) changes related to earn-outs and other deferred or contingent consideration obligations (including to the extent accounted for as bonuses or otherwise) and adjustments thereof and purchase price
adjustments. 
 In addition, to the extent not already included in the Consolidated Net Income of such Person and its Restricted
Subsidiaries, notwithstanding anything to the contrary in the foregoing, Consolidated Net Income shall include the amount of proceeds received from business interruption insurance and reimbursements of any expenses and charges that are covered by
indemnification or other reimbursement provisions in connection with any acquisition, Investment or any sale, conveyance, transfer or other disposition of assets permitted under this Indenture. 

Notwithstanding the foregoing, for the purpose of Section 4.07 hereof only (other than clause (C)(4) of Section 4.07(a)
hereof), there shall be excluded from Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by the Company and its Restricted Subsidiaries, any repurchases and redemptions of Restricted
Investments from the Company and its Restricted Subsidiaries, any repayments of loans and advances which constitute Restricted Investments by the Company or any of its Restricted Subsidiaries, any sale of the stock of an Unrestricted Subsidiary or
any distribution or dividend from an Unrestricted Subsidiary, in each case only to the extent such amounts increase the amount of Restricted Payments permitted under clause (C)(4) of Section 4.07(a) hereof. 

“Consolidated Secured Debt Ratio” as of any date of determination means, the ratio of (a) Consolidated Total
Indebtedness of the Company and its Restricted Subsidiaries that is secured by Liens on the property of the Company and its Restricted Subsidiaries as of the end of the most recent fiscal quarter for which internal financial statements are available
immediately preceding the date on which such event for which such calculation is being made shall occur to (b) EBITDA of the Company for the most recently ended four full fiscal quarters for which internal financial statements are available
immediately preceding the date on which such event for which such calculation is being made shall occur, in each case with such pro forma adjustments to Consolidated Total Indebtedness and EBITDA as are appropriate and consistent with the
pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio. 

  
 — 10
— 








 “Consolidated Total Indebtedness” means, as at any date of determination,
an amount equal to the sum of (a) the aggregate amount of all outstanding Indebtedness of the Company and its Restricted Subsidiaries on a consolidated basis consisting of Indebtedness for borrowed money, Obligations in respect of Capitalized
Lease Obligations and debt obligations evidenced by promissory notes and similar instruments, as determined in accordance with GAAP (excluding for the avoidance of doubt all undrawn amounts under revolving credit facilities and letters of credit,
all obligations relating to Qualified Securitization Facilities and Tax Receivable Agreements) and (b) the aggregate amount of all outstanding Disqualified Stock of the Company and all Preferred Stock of its Restricted Subsidiaries on a
consolidated basis, with the amount of such Disqualified Stock and Preferred Stock equal to the greater of their respective voluntary or involuntary liquidation preferences and maximum fixed repurchase prices, in each case determined on a
consolidated basis in accordance with GAAP (but excluding the effects of any discounting of Indebtedness resulting from the application of repurchase or purchase accounting in connection with the Transactions or any acquisition); provided,
that Consolidated Total Indebtedness shall not include Indebtedness in respect of (A) any letter of credit, except to the extent of unreimbursed amounts under standby letters of credit and (B) Hedging Obligations existing on the Issue Date
or otherwise permitted by Section 4.09(b)(x) hereof; it being understood, for the avoidance of doubt that earn-out payments and non-compete payments (to the extent such payments would not become a liability on the balance sheet of such Person
in accordance with GAAP as GAAP existed on December 31, 2008) and obligations to pay the deferred purchase price of property or services do not constitute Consolidated Total Indebtedness. For purposes hereof, the “maximum fixed
repurchase price” of any Disqualified Stock or Preferred Stock that does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock or Preferred Stock as if such Disqualified Stock or
Preferred Stock were purchased on any date on which Consolidated Total Indebtedness shall be required to be determined pursuant to this Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock or
Preferred Stock, such fair market value shall be determined reasonably and in good faith by the Company. The U.S. Dollar Equivalent principal amount of any Indebtedness denominated in a foreign currency will reflect the currency translation
effects, determined in accordance with GAAP, of Hedging Obligations for currency exchange risks with respect to the applicable currency in effect on the date of determination of the U.S. Dollar Equivalent principal amount of such Indebtedness.

 “Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any
leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without
limitation, any obligation of such Person, whether or not contingent, 
 (a) to purchase any such primary
obligation or any property constituting direct or indirect security therefor; 
 (b) to advance or supply funds

 (i) for the purchase or payment of any such primary obligation, or 

(ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or
solvency of the primary obligor; or 
 (c) to purchase property, securities or services primarily for the purpose
of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof. 

  
 — 11
— 








 “Controlled Investment Affiliate” means, as to any Person, any other
Person, other than any Investor, which directly or indirectly is in control of, is controlled by, or is under common control with such Person and is organized by such Person (or any Person controlling such Person) primarily for making direct or
indirect equity or debt investments in the Company and/or other companies. 
 “Corporate Trust Office” means
the office of the Trustee at which any time its corporate trust business related to this Indenture shall be administered, which office at the date hereof is 246 Goose Lane, Suite 105, Guilford, CT 06437, Facsimile: (203) 453-1183, Attention:
Summit Administrator, or such other address as the Trustee may designate from time to time by notice to the Holders and the Issuers, or the principal corporate trust office of any successor Trustee (or such other address as such successor Trustee
may designate from time to time by notice to the Holders and the Issuers). 
 “Credit Agreement” means that
certain Credit Agreement, to be dated on or about the Issue Date, by and among the Company, Bank of America, N.A. and Citigroup Global Markets Inc., as joint lead arrangers, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup
Global Markets Inc., UBS Securities LLC, Barclays Capital, Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc., as joint bookrunners, Bank of America, N.A., as administrative agent, collateral agent and swing line lender, Bank of
America, N.A., as letter of credit issuer, Citigroup Global Markets Inc., as syndication agent and other parties party thereto. 

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

“Custodian” means the Trustee, as custodian with respect to the Notes, each in global form, or any successor entity
thereto. 
 “Debt Fund Affiliate” means (i) any fund managed by, or under common management with, GSO
Capital Partners LP, (ii) any fund managed by GSO Debt Funds Management LLC, Blackstone Debt Advisors L.P., Blackstone Distressed Securities Advisors L.P., Blackstone Mezzanine Advisors L.P. or Blackstone Mezzanine Advisors II L.P. and
(iii) any other Affiliate of the Investors that is a bona fide debt fund or an investment vehicle that is engaged in the making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit in the
ordinary course. 
 “Default” means any event that is, or with the passage of time or the giving of notice or
both would be, an Event of Default. 
 “Definitive Note” means a certificated Note registered in the name of
the Holder thereof and issued in accordance with Section 2.06(c) hereof, substantially in the form of Exhibit A 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. 

  
 — 12
— 








 “Depositary” means, with respect to the Notes issuable or issued in whole
or in part in global form, any Person specified in Section 2.03 hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as Depositary hereunder and having become such pursuant to the applicable provision
of this Indenture. 
 “Designated Non-cash Consideration” means the fair market value of non-cash consideration
received by the Company or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate delivered by the Company, setting forth the basis of such
valuation, executed by the principal financial officer of the Company, less the amount of Cash Equivalents received in connection with a subsequent sale, redemption or repurchase of or collection or payment on such Designated Non-cash Consideration.

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

“Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which, by its terms, or by the
terms of any security into which it is convertible or for which it is putable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable (other than solely as a result of a change of control or asset sale) pursuant to
a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than solely as a result of a change of control or asset sale), in whole or in part, in each case prior to the date 91 days after the earlier of the
maturity date of the Notes or the date the Notes are no longer outstanding; provided, that if such Capital Stock is issued to any plan for the benefit of employees of the Company or its Subsidiaries or by any such plan to such employees, such
Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Company or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations; provided, further, that
any Capital Stock held by any future, current or former employee, director, officer, manager or consultant (or their respective Controlled Investment Affiliates or Immediate Family Members) of the Company, any of its Subsidiaries, any of its direct
or indirect parent companies or any other entity in which the Company or a Restricted Subsidiary has an Investment and is designated in good faith as an “affiliate” by the board of directors of the Company (or the compensation
committee thereof), in each case pursuant to any stock subscription or shareholders’ agreement, management equity plan or stock option plan or any other management or employee benefit plan or agreement shall not constitute Disqualified Stock
solely because it may be required to be repurchased by the Company or its Subsidiaries or in order to satisfy applicable statutory or regulatory obligations; provided, further, that the Class B Membership Interests of Continental Cement
Company, L.L.C. shall not constitute Disqualified Stock. 
 “EBITDA” means, with respect to any Person for any
period, the Consolidated Net Income of such Person for such period 
 (a) increased (without duplication) by the
following, in each case (other than with respect to clauses (viii) and (xi)) to the extent deducted (and not added back) in determining Consolidated Net Income for such period: 

(i) provision for taxes based on income or profits or capital, including, without limitation, federal, state, franchise
and similar taxes and foreign withholding taxes (including any future taxes or other levies which replace or are intended to be in lieu of such taxes and any penalties and interest related to such taxes or arising from tax examinations) and the net
tax expense associated with any adjustments made pursuant to clauses (a) through (p) of the definition of “Consolidated Net Income”; plus 

  
 — 13
— 








 (ii) Fixed Charges of such Person for such period (including (x) net
losses or Hedging Obligations or other derivative instruments entered into for the purpose of hedging interest rate risk, (y) bank fees and other financing fees and (z) costs of surety bonds in connection with financing activities, plus
amounts excluded from Consolidated Interest Expense as set forth in clauses (a)(q) through (z) in the definition thereof); plus 
 (iii) Consolidated Depletion, Depreciation and Amortization Expense of such Person for such period; plus 
 (iv) the amount of any severance, relocation costs and expenses, integration costs, transition costs, pre-opening, opening, consolidation and/or closing costs for facilities, costs incurred in connection
with any non-recurring strategic initiatives, costs incurred in connection with acquisitions and Investments and non-recurring product and intellectual property development, other business optimization expenses (including costs and expenses relating
to business optimization programs and new systems design and implementation costs), project start-up costs, restructuring charges, accruals or reserves (including restructuring costs related to acquisitions and to closure/consolidation of
facilities, retention charges, systems establishment costs and excess pension charges); plus 
 (v) any other
non-cash charges, including any write-offs or write-downs reducing Consolidated Net Income for such period (provided, that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period,
(A) the Company may elect not to add back such non-cash charge in the current period and (B) to the extent the Company elects to add back such non-cash charge, the cash payment in respect thereof in such future period shall be subtracted
from EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period); plus 
 (vi) the amount of any non-controlling interest or minority interest expense consisting of Subsidiary income attributable to minority equity interests of third parties in any non-Wholly-Owned Subsidiary;
plus 
 (vii) the amount of management, monitoring, consulting, advisory fees and other fees (including
termination fees) and indemnities and expenses paid or accrued in such period under the Management Fee Agreement or otherwise to the Investors to the extent otherwise permitted under Section 4.11 hereof; plus 

(viii) the amount of “run-rate” cost savings, operating expense reductions and synergies projected by the
Company in good faith to result from actions taken, committed to be taken or expected in good faith to be taken no later than 12 months after the end of such period (calculated on a pro forma basis as though such cost savings, operating expense
reductions and synergies had been realized on the first day of such period for which EBITDA is being determined and as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period), net of the
amount of actual benefits realized during such period from such actions; provided, that such cost savings and synergies are reasonably identifiable and factually supportable (it is understood and agreed that “run-rate” means
the full recurring benefit for a period that is associated with any action taken, committed to be taken or expected to be taken, net of the amount of actual benefits realized during such period from such actions); plus 

(ix) the amount of loss on sale of receivables, Securitization Assets and related assets to any Securitization Subsidiary
in connection with a Qualified Securitization Facility; plus 

  
 — 14
— 








 (x) any costs or expense incurred by the Company or a Restricted Subsidiary
pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds
contributed to the capital of the Company or net cash proceeds of an issuance of Equity Interest of the Company (other than Disqualified Stock) solely to the extent that such net cash proceeds are excluded from the calculation set forth in clause
(C) of Section 4.07(a) hereof; plus 
 (xi) cash receipts (or any netting arrangements resulting in
reduced cash expenditures) not representing EBITDA or Consolidated Net Income in any period to the extent non-cash gains relating to such income were deducted in the calculation of EBITDA pursuant to clause (b) below for any previous period and
not added back; plus 
 (xii) any net loss from disposed, abandoned or discontinued operations; plus 

(xiii) accretion of asset retirement obligations in accordance with Statement of Financial Accounting Standards
No. 143, Accounting for Asset Retirement Obligations; plus 
 (xiv) interest income or investment
earnings on retiree medical and intellectual property, royalty or license receivables; 
 (b) decreased (without
duplication) by the following, in each case to the extent included in determining Consolidated Net Income for such period: 
 (i) non-cash gains increasing Consolidated Net Income of such Person for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash
item that reduced EBITDA in any prior period and any non-cash gains with respect to cash actually received in a prior period so long as such cash did not increase EBITDA in such prior period; plus 

(ii) any net income from disposed, abandoned or discontinued operations. 

“EMU” means economic and monetary union as contemplated in the Treaty on European Union. 

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

(a) public offerings with respect to the Company’s or any direct or indirect parent company’s common stock
registered on Form S-4 or Form S-8; 
 (b) issuances to any Subsidiary of the Company; and 

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

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

“Euroclear” means Euroclear Bank S.A./N.V., as operator of the Euroclear system, or any successor securities clearing
agency. 

  
 — 15
— 








 “Exchange Act” means the Securities Exchange Act of 1934, as amended, and
the rules and regulations of the SEC promulgated thereunder. 
 “Exchange Notes” means the Notes issued in an
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. 
 “Excluded Contribution” means net cash proceeds, marketable securities or
Qualified Proceeds received by the Company from 
 (a) contributions to its common equity capital; and

 (b) the sale (other than to a Subsidiary of the Company or to any management equity plan or stock option plan
or any other management or employee benefit plan or agreement of the Company) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of the Company, 
 in each case designated as Excluded Contributions pursuant to an Officer’s Certificate delivered by the Company executed by the principal financial officer of the Company on the date such capital
contributions are made or the date such Equity Interests are sold, as the case may be, which are excluded from the calculation set forth in clause (C) of Section 4.07(a) hereof. 

“fair market value” means, with respect to any asset or liability, the fair market value of such asset or liability as
determined by the Company in good faith. 
 “Fixed Charge Coverage Ratio” means, with respect to any Person for
any period, the ratio of EBITDA of such Person for such period to the Fixed Charges of such Person for such period. In the event that the Company or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any
Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) or issues or redeems Disqualified Stock or Preferred Stock subsequent to the
commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to or simultaneously with the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Fixed Charge Coverage Ratio
Calculation Date”), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness, or such issuance or
redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period. 
 For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, amalgamations, consolidations and discontinued operations (as determined in accordance with
GAAP) that have been made by the Company or any of its Restricted Subsidiaries during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Fixed Charge Coverage Ratio Calculation Date
shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, amalgamations, consolidations and discontinued operations (and the change in any associated fixed charge obligations and the
change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the


  
 — 16
— 








 
Company or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, acquisition, disposition, merger, amalgamation, consolidation or discontinued
operation that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger,
amalgamation, consolidation or discontinued operation had occurred at the beginning of the applicable four-quarter period. 

For purposes of this definition, whenever pro forma effect is to be given to an Investment, acquisition, disposition, merger,
amalgamation, consolidation or discontinued operation (including the Transactions), the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Company (and may include, for the avoidance of
doubt, cost savings, synergies and operating expense reductions resulting from such Investment, acquisition, merger, amalgamation or consolidation (including the Transactions) which is being given pro forma effect that have been or are
expected to be realized based on actions taken, committed to be taken or expected in good faith to be taken within 18 months). If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such
Indebtedness shall be calculated as if the rate in effect on the Fixed Charge Coverage Ratio Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness). Interest
on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Company to be the rate of interest implicit in such Capitalized Lease Obligation in
accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such
Indebtedness during the applicable period except as set forth in the first paragraph of this definition. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency
interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Company may designate. 

“Fixed Charges” means, with respect to any Person for any period, the sum of, without duplication: 

(a) Consolidated Interest Expense of such Person for such period; 

(b) all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of
Preferred Stock during such period; and 
 (c) all cash dividends or other distributions paid (excluding items
eliminated in consolidation) on any series of Disqualified Stock during such period. 
 “Foreign Subsidiary”
means, with respect to any Person, any Restricted Subsidiary of such Person that is not organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof and any Restricted Subsidiary of
such Foreign Subsidiary. 
 “GAAP” means (1) generally accepted accounting principles in the United States
of America which are in effect from time to time (other than with respect to Capitalized Lease Obligations), it being understood that, for purposes of this Indenture, all references to codified accounting standards specifically named in this
Indenture shall be deemed to include any successor, replacement, amended or updated accounting standard under GAAP or (2) if elected by the Company by written notice to the Trustee in connection with the delivery of financial statements and
information, the accounting standards and interpretations (“IFRS”) adopted by the International Accounting Standard Board, as in effect on the first date of 

  
 — 17
— 








 
the period for which the Company is making such election; provided, that (a) any such election once made shall be irrevocable, (b) all financial statements and reports required
to be provided after such election pursuant to this Indenture shall be prepared on the basis of IFRS, (c) from and after such election, all ratios, computations and other determinations based on GAAP contained in this Indenture shall be
computed in conformity with IFRS, (d) in connection with the delivery of financial statements (x) for any of its first three financial quarters of any financial year, it shall restate its consolidated interim financial statements for such
interim financial period and the comparable period in the prior year to the extent previously prepared in accordance with GAAP as in effect on the Issue Date and (y) for delivery of audited annual financial information, it shall provide
consolidated historical financial statements prepared in accordance with IFRS for the prior most recent fiscal year to the extent previously prepared in accordance with GAAP as in effect on the first date of the period in which the Company is making
such election. For the avoidance of doubt, solely making an election (without any other action) referred to in this definition will not be treated as an incurrence of Indebtedness. 

“Global Note Legend” means the legend set forth in Section 2.06(g)(ii) hereof, which is required to be placed on
all Global Notes issued under this Indenture. 
 “Global Notes” or “Global Securities” each
mean, individually and collectively, each of the Restricted Global Notes and the Unrestricted Global Notes, substantially in the form of Exhibit A, issued in accordance with Section 2.01, 2.06(b), 2.06(d) or 2.06(f) hereof. 

“guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course
of business), direct or indirect, in any manner (including letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations. 

“Guarantee” means the guarantee by any Guarantor of the Issuers’ Obligations under this Indenture and the Notes.

 “Guarantor” means each Subsidiary of the Company, if any, that Guarantees the Notes in accordance with the
terms of this Indenture. 
 “Hedging Obligations” means, with respect to any Person, the obligations of such
Person under any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, commodity swap agreement, commodity cap agreement, commodity collar agreement, foreign exchange contract, currency swap agreement or similar
agreement providing for the transfer or mitigation of interest rate, currency or commodity risks either generally or under specific contingencies. 
 “Holder” means the Person in whose name a Note is registered on the Registrar’s books. 
 “Immediate Family Members” means with respect to any individual, such individual’s child, stepchild, grandchild or more remote descendant, parent, stepparent, grandparent, spouse,
former spouse, qualified domestic partner, sibling, mother-in-law, father-in-law, son-in-law and daughter-in-law (including adoptive relationships) and any trust, partnership or other bona fide estate-planning vehicle the only beneficiaries of which
are any of the foregoing individuals or any private foundation or fund that is controlled by any of the foregoing individuals or any donor-advised fund of which any such individual is the donor. 

  
 — 18
— 








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

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

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

(iii) representing the balance deferred and unpaid of the purchase price of any property (including Capitalized Lease
Obligations), except (i) any such balance that constitutes an obligation in respect of a commercial letter of credit, a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course of business and
(ii) any earn-out or non-compete obligation until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP as GAAP existed on the Issue Date and is not paid after becoming due and payable; or 

(iv) representing the net obligations under any Hedging Obligations, 

if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a
liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP; provided, that Indebtedness of any direct or indirect parent of the Company appearing upon the balance sheet of the Company
solely by reason of push-down accounting under GAAP shall be excluded; 
 (b) to the extent not otherwise
included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the obligations of the type referred to in clause (a) of a third Person (whether or not such items would appear upon the balance sheet
of the such obligor or guarantor), other than by endorsement of negotiable instruments for collection in the ordinary course of business; and 
 (c) to the extent not otherwise included, the obligations of the type referred to in clause (a) of a third Person secured by a Lien on any asset owned by such first Person, whether or not such
Indebtedness is assumed by such first Person; 
 provided, that notwithstanding the foregoing, Indebtedness shall be deemed not to
include (a) Contingent Obligations incurred in the ordinary course of business or (b) obligations under or in respect of Qualified Securitization Facilities; provided, further, that Indebtedness shall be calculated without giving
effect to the effects of Financial Accounting Standards Board Accounting Standards Codification 815 and related interpretations to the extent such effects would otherwise increase or decrease an amount of Indebtedness for any purpose under this
Indenture as a result of accounting for any embedded derivatives created by the terms of such Indebtedness. 

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

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

  
 — 19
— 








 “Initial Notes” has the meaning set forth in the recitals hereto.

 “Initial Purchasers” means Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, UBS Securities LLC, Barclays Capital Inc., Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc. 

“Interest Payment Date” means January 31 and July 31 of each year to stated maturity. 

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or
the equivalent) by S&P, or if the applicable securities are not then rated by Moody’s or S&P an equivalent rating by any other Rating Agency. 
 “Investment Grade Securities” means: 
 (a)
securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (other than Cash Equivalents); 

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

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

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

(b) any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of
such transfer. 

  
 — 20
— 








 The amount of any Investment outstanding at any time shall be the original cost of such
Investment, reduced by any dividend, distribution, interest payment, return of capital, repayment or other amount received in cash by the Company or a Restricted Subsidiary in respect of such Investment. 

“Investors” means any of (i) Blackstone Capital Partners V L.P. and its Affiliates and any investment funds advised
or managed by any of the foregoing (other than any portfolio operating companies of Blackstone Capital Partners V L.P.) and (ii) Silverhawk Summit, L.P. and its Affiliates and any investment funds advised or managed by any of the foregoing
(other than any portfolio operating companies of Silverhawk Summit, L.P.). 
 “Issue Date” means
January 30, 2012. 
 “Issuers’ Order” means a written request or order signed on behalf of each
Issuer by an Officer of such Issuer, who must be the principal executive officer, the principal financial officer, the treasurer, the secretary or the principal accounting officer of such Issuer, and delivered to the Trustee. 

“Issuers” has the meaning set forth in the recitals hereto until a successor Person or Persons shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter “Issuers” shall mean such Person or Persons. 

“Legal Holiday” means a Saturday, a Sunday or a day on which commercial banking institutions are not required to be open
in the State of New York or at the place of payment. If a payment date is on a Legal Holiday, payment will be made on the next succeeding day that is not a Legal Holiday and no interest shall accrue for the intervening period. 

“Letter of Transmittal” means the letter of transmittal to be prepared by the Issuers and sent to all Holders for use by
such Holders in connection with an Exchange Offer. 
 “Lien” means, with respect to any asset, any mortgage,
lien (statutory or otherwise), pledge, hypothecation, charge, security interest, preference, priority or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any
conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial
Code (or equivalent statutes) of any jurisdiction; provided, that in no event shall an operating lease be deemed to constitute a Lien. 
 “Management Fee Agreement” means the transaction and management fee agreement or similar agreements between certain of the management companies associated with one or more of the
Investors or their advisors, if applicable, and the Company (and/or its direct or indirect parent companies). 

“Management Stockholders” means the members of management (and their Controlled Investment Affiliates and Immediate
Family Members) of the Company (or its indirect or direct parent companies) who are holders of Equity Interests of any direct or indirect parent companies of the Companies on the Issue Date. 

“Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency business. 

  
 — 21
— 








 “Net Income” means, with respect to any Person, the net income (loss) of
such Person, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends. 

“Net Proceeds” means the aggregate Cash Equivalents proceeds received by the Company or any of its Restricted
Subsidiaries in respect of any Asset Sale, including any Cash Equivalents received upon the sale or other disposition of any Designated Non-cash Consideration received in any Asset Sale, net of the direct costs relating to such Asset Sale and the
sale or disposition of such Designated Non-cash Consideration, including legal, accounting and investment banking fees, payments made in order to obtain a necessary consent or required by applicable law, and brokerage and sales commissions, any
relocation expenses incurred as a result thereof, other fees and expenses, including title and recordation expenses, taxes paid or payable as a result thereof or any transactions occurring or deemed to occur to effectuate a payment under this
Indenture (after taking into account any available tax credits or deductions and any tax sharing arrangements), amounts required to be applied to the repayment of principal, premium, if any, and interest on Senior Indebtedness or amounts required to
be applied to the repayment of Indebtedness secured by a Lien on such assets and required (other than required by clause (i) of Section 4.10(b) hereof) to be paid as a result of such transaction and any deduction of appropriate amounts to
be provided by the Company or any of its Restricted Subsidiaries as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by the Company or any of its Restricted Subsidiaries
after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction. 

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

“Notes” means the Initial Notes and more particularly means any Note authenticated and delivered under this Indenture.
Unless the context requires otherwise, all references to “Notes” for all purposes of this Indenture shall include any Additional Notes that are actually issued. The Notes offered by the Issuers and any Additional Notes subsequently
issued under this Indenture will be treated as a single class for all purposes under this Indenture, including waivers, amendments, redemptions and offers to purchase, except for certain waivers and amendments as set forth herein. 

“Obligations” means any principal, interest (including any interest accruing on or subsequent to the filing of a
petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), premium, penalties,
fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and banker’s acceptances), damages and other liabilities, and guarantees of payment of such principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness; provided, that any of the foregoing (other than principal and interest) shall no longer constitute
“Obligations” after payment in full of such principal and interest except to the extent such obligations are fully liquidated and non-contingent on or prior to such payment in full. 

“Offering Memorandum” means the confidential offering memorandum, dated January 23, 2012, relating to the sale of
the Initial Notes. 
 “Officer” means the Chairman of the board of directors, the Chief Executive Officer, the
Chief Financial Officer, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of the applicable Issuer or Guarantor. 

  
 — 22
— 








 “Officer’s Certificate” means a certificate signed on behalf of a
Person by an Officer of such Person that meets the requirements set forth in this Indenture. An Officer’s Certificate required to be delivered by the Issuers shall be signed by an Officer of each Issuer. 

“Opinion of Counsel” means a written opinion from legal counsel. The counsel may be an employee of or counsel to the
Company or the Trustee that meets the requirements set forth herein. 
 “Participant” means, with respect to
the Depositary, a Person who has an account with the Depositary (and, with respect to DTC, shall include Euroclear and Clearstream). 
 “Participating Broker-Dealer” has the meaning set forth in the Registration Rights Agreement. 
 “Permitted Asset Swap” means the substantially concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and Cash Equivalents between
the Company or any of its Restricted Subsidiaries and another Person; provided, that any Cash Equivalents received must be applied in accordance with Section 4.10 hereof. 

“Permitted Holders” means each of the Investors and Management Stockholders and any group (within the meaning of
Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) of which any of the foregoing are members; provided, that in the case of such group and without giving effect to the existence of such group or any
other group, such Investors and Management Stockholders, collectively, have beneficial ownership of more than 50.0% of the total voting power of the Voting Stock of the Company or any of its direct or indirect parent companies. Any Person or group
whose acquisition of beneficial ownership constitutes a Change of Control in respect of which a Change of Control Offer is made in accordance with the requirements of this Indenture will thereafter, together with its Affiliates, constitute an
additional Permitted Holder. 
 “Permitted Investments” means: 

(a) any Investment in the Company or any of its Restricted Subsidiaries; 

(b) any Investment in Cash Equivalents or Investment Grade Securities; 

(c) any Investment by the Company or any of its Restricted Subsidiaries in a Person (including, to the extent constituting
an Investment, in assets of a Person that represent substantially all of its assets or a division, business unit or product line, including research and development and related assets in respect of any product) that is engaged directly or through
entities that will be Restricted Subsidiaries in a Similar Business if as a result of such Investment: 
 (i)
such Person becomes a Restricted Subsidiary; or 
 (ii) such Person, in one transaction or a series of related
transactions, is amalgamated, merged or consolidated with or into, or transfers or conveys substantially all of its assets (or such division, business unit or product line) to, or is liquidated into, the Company or a Restricted Subsidiary,

 and, in each case, any Investment held by such Person; provided, that such Investment was not acquired by such Person
in contemplation of such acquisition, merger, amalgamation consolidation or transfer; 

  
 — 23
— 








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

(e) any Investment existing on the Issue Date or made pursuant to binding commitments in effect on the Issue Date or an
Investment consisting of any extension, modification or renewal of any such Investment or binding commitment existing on the Issue Date; provided, that the amount of any such Investment may be increased in such extension, modification or
renewal only (i) as required by the terms of such Investment or binding commitment as in existence on the Issue Date (including as a result of the accrual or accretion of interest or original issue discount or the issuance of pay-in-kind
securities) or (ii) as otherwise permitted under this Indenture; 
 (f) any Investment acquired by the
Company or any of its Restricted Subsidiaries: 
 (i) consisting of extensions of credit in the nature of
accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business; or 
 (ii) in exchange for any other Investment, accounts receivable or indorsements for collection or deposit held by the Company or any such Restricted Subsidiary in connection with or as a result of a
bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable (including any trade creditor or customer); or 

(iii) in satisfaction of judgments against other Persons; or 

(iv) as a result of a foreclosure by the Company or any of its Restricted Subsidiaries with respect to any secured
Investment or other transfer of title with respect to any secured Investment in default; 
 (g) Hedging
Obligations permitted under clause (x) of Section 4.09(b) hereof; 
 (h) any Investment in a Similar
Business taken together with all other Investments made pursuant to this clause (h) that are at that time outstanding not to exceed the greater of (i) $35.0 million and (ii) 2.50% of Total Assets (in each case, determined on the date
such Investment is made, with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value); 

(i) Investments the payment for which consists of Equity Interests (other than Disqualified Stock) of the Company, or any
of its direct or indirect parent companies; provided, that such Equity Interests will not increase the amount available for Restricted Payments under clause (C) of Section 4.07(a) hereof; 

(j) guarantees of Indebtedness permitted under Section 4.09 hereof, performance guarantees and Contingent Obligations
incurred in the ordinary course of business and the creation of Liens on the assets of the Company or any Restricted Subsidiary in compliance with Section 4.12 hereof; 

(k) any transaction to the extent it constitutes an Investment that is permitted by and made in accordance with the
provisions of Section 4.11(b) hereof (except transactions described in clauses (ii), (v) and (ix) of Section 4.11(b) hereof); 

  
 — 24
— 








 (l) Investments consisting of purchases or other acquisitions of inventory,
supplies, material or equipment or the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons; 
 (m) Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (m) that are at that time outstanding (without giving effect to the sale
of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities), not to exceed the greater of (i) $25.0 million and (ii) 1.75% of Total Assets (in each case, determined on the date
such Investment is made, with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value); 

(n) Investments in or relating to a Securitization Subsidiary that, in the good faith determination of the Company are
necessary or advisable to effect any Qualified Securitization Facility or any repurchase obligation in connection therewith; 
 (o) advances to, or guarantees of Indebtedness of, employees not in excess of $10.0 million outstanding in the aggregate; 

(p) loans and advances to employees, directors, officers, managers and consultants (i) for business-related travel
expenses, moving expenses and other similar expenses or payroll advances, in each case incurred in the ordinary course of business or consistent with past practices or (ii) to fund such Person’s purchase of Equity Interests of the Company
from the Company or any direct or indirect parent company thereof from such parent company; 
 (q) advances,
loans or extensions of trade credit in the ordinary course of business by the Company or any of its Restricted Subsidiaries; 
 (r) any Investment in any Subsidiary or any joint venture in connection with intercompany cash management arrangements or related activities arising in the ordinary course of business; 

(s) Investments consisting of purchases and acquisitions of assets or services in the ordinary course of business;

 (t) Investments made in the ordinary course of business in connection with obtaining, maintaining or renewing
client contacts; 
 (u) Investments in prepaid expenses, negotiable instruments held for collection and lease,
utility and workers compensation, performance and similar deposits entered into as a result of the operations of the business in the ordinary course of business; 

(v) repurchases of Notes; 
 (w) Investments in the ordinary course of business consisting of Uniform Commercial Code Article 3 endorsements for collection of deposit and Article 4 customary trade arrangements with customers
consistent with past practices; and 
 (x) Investments consisting of promissory notes issued by the Company or
any Guarantor to future, present or former officers, directors and employees, members of management, or consultants of the Company or any of its Subsidiaries or their respective estates, spouses or former


  
 — 25
— 








 
spouses to finance the purchase or redemption of Equity Interests of the Company or any direct or indirect parent thereof, to the extent the applicable Restricted Payment is a permitted by
Section 4.07 hereof. 
 “Permitted Liens” means, with respect to any Person: 

(a) pledges, deposits or security by such Person under workmen’s compensation laws, unemployment insurance,
employers’ health tax, and other social security laws or similar legislation or other insurance-related obligations (including, but not limited to, in respect of deductibles, self-insured retention amounts and premiums and adjustments thereto)
or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance, or good faith deposits in connection with bids,
tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or U.S. government bonds to secure surety or appeal
bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case incurred in the ordinary course of business; 

(b) Liens imposed by law, such as landlords’, carriers’, warehousemen’s, materialmen’s,
repairmen’s and mechanics’ Liens, in each case for sums not yet overdue for a period of more than 30 days or being contested in good faith by appropriate actions or other Liens arising out of judgments or awards against such Person with
respect to which such Person shall then be proceeding with an appeal or other proceedings for review if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP; 

(c) Liens for taxes, assessments or other governmental charges not yet overdue for a period of more than 30 days or not
yet payable or subject to penalties for nonpayment or which are being contested in good faith by appropriate actions diligently conducted, if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;

 (d) Liens in favor of issuers of performance, surety, bid, indemnity, warranty, release, appeal or similar
bonds or with respect to other regulatory requirements or letters of credit or bankers acceptances issued, and completion guarantees provided for, in each case, issued pursuant to the request of and for the account of such Person in the ordinary
course of its business or consistent with past practice prior to the Issue Date; 
 (e) minor survey exceptions,
minor encumbrances, ground leases, easements or reservations of, or rights of others for, licenses, rights-of-way, servitudes, sewers, electric lines, drains, telegraph, telephone and cable television lines and other similar purposes, or zoning,
building codes or other restrictions (including minor defects and irregularities in title and similar encumbrances) as to the use of real properties or Liens incidental, to the conduct of the business of such Person or to the ownership of its
properties which were not incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person and
exceptions on title policies insuring liens granted on Mortgaged Properties (as defined in the Senior Secured Credit Facilities); 
 (f) Liens securing Obligations relating to any Indebtedness permitted to be incurred pursuant to clause (iv), (xii)(B) (in an amount not to exceed $60.0 million at any one time outstanding under such
clause), (xiii) or (xxiii) of Section 4.09(b) hereof; provided, that (a) Liens securing 

  
 — 26
— 








 
Obligations relating to any Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred pursuant to clause (xiii) relate only to Obligations relating to Refinancing
Indebtedness that (x) is secured by Liens on the same assets as the assets securing the Refinancing Indebtedness or (y) extends, replaces, refunds, refinances, renews or defeases Indebtedness incurred or Disqualified Stock or Preferred
Stock issued under clauses (iii), (iv), (xii) or (xiii) of Section 4.09(b) hereof, (b) Liens securing Obligations relating to Indebtedness permitted to be incurred pursuant to clause (xxiii) of Section 4.09(b) extend
only to the assets of Restricted Subsidiaries of the Company that are not Guarantors, and (c) Liens securing Obligations relating to any Indebtedness, Disqualified Stock or Preferred Stock to be incurred pursuant to clause (iv) of
Section 4.09(b) hereof extend only to the assets so purchased, leased or improved; 
 (g) Liens existing on
the Issue Date (including to secure any Refinancing Indebtedness of any Indebtedness secured by such Liens); 

(h) Liens on property or shares of stock or other assets of a Person at the time such Person becomes a Subsidiary;
provided, that such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided, further, that such Liens may not extend to any other property or other
assets owned by the Company or any of its Restricted Subsidiaries; 
 (i) Liens on property or other assets at
the time the Company or a Restricted Subsidiary acquired the property or such other assets, including any acquisition by means of a merger, amalgamation or consolidation with or into the Company or any of its Restricted Subsidiaries;
provided, that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition, amalgamation, merger or consolidation; provided, further, that the Liens may not extend to any other property
owned by the Company or any of its Restricted Subsidiaries; 
 (j) Liens securing Obligations relating to any
Indebtedness or other obligations of a Restricted Subsidiary owing to the Company or another Restricted Subsidiary permitted to be incurred in accordance with Section 4.09 hereof; 

(k) Liens securing (x) Hedging Obligations and (y) obligations in respect of Bank Products; 

(l) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s accounts
payable or similar trade obligations in respect of bankers’ acceptances or trade letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods; 

(m) leases, sub-leases, licenses or sub-licenses, granted to others in the ordinary course of business which do not
materially interfere with the ordinary conduct of the business of the Company or any of its Restricted Subsidiaries and do not secure any Indebtedness; 
 (n) Liens arising from Uniform Commercial Code (or equivalent statute) financing statement filings regarding operating leases or consignments entered into by the Company and its Restricted Subsidiaries in
the ordinary course of business or purported Liens evidenced by the filing of precautionary Uniform Commercial Code financing statements or similar public filings; 

(o) Liens in favor of the Company, the Co-Issuer or any Guarantor; 

  
 — 27
— 








 (p) Liens on equipment of the Company or any of its Restricted Subsidiaries
granted in the ordinary course of business to the Company’s clients; 
 (q) Liens on accounts receivable,
Securitization Assets and related assets incurred in connection with a Qualified Securitization Facility; 
 (r)
Liens to secure any modification, refinancing, refunding, extension, renewal or replacement (or successive refinancing, refunding, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in
the foregoing clauses (f), (g), (h) and (i); provided, that (i) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property) and proceeds and products
thereof, and (ii) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (A) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses
(f), (g), (h) and (i) at the time the original Lien became a Permitted Lien under this Indenture, and (B) an amount necessary to pay any fees and expenses (including original issue discount, upfront fees or similar fees) and premiums
(including tender premiums and accrued and unpaid interest) related to such modification, refinancing, refunding, extension, renewal or replacement; 
 (s) deposits made or other security provided in the ordinary course of business to secure liability to insurance carriers; 

(t) Liens securing obligations in an aggregate principal amount outstanding which does not exceed the greater of
(i) $50.0 million and (ii) 3.75% of Total Assets (in each case, determined as of the date of such incurrence); 
 (u) security given to a public utility or any municipality or governmental authority when required by such utility or authority in connection with the operations of that Person in the ordinary course of
business; 
 (v) Liens securing judgments for the payment of money not constituting an Event of Default under
clause (v) of Section 6.01(a) hereof so long as such Liens are adequately bonded and any appropriate legal proceedings that may have been duly initiated for the review of such judgment have not been finally terminated or the period within
which such proceedings may be initiated has not expired; 
 (w) Liens in favor of customs and revenue authorities
arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business; 
 (x) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other
commodity brokerage accounts incurred in the ordinary course of business, and (iii) in favor of banking institutions arising as a matter of law or under general terms and conditions encumbering deposits (including the right of set-off) and
which are within the general parameters customary in the banking industry; 
 (y) Liens deemed to exist in
connection with Investments in repurchase agreements permitted under Section 4.09 hereof; provided, that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement; 

  
 — 28
— 








 (z) Liens encumbering reasonable customary deposits and margin deposits and
similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; 
 (aa) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to
pooled deposit or sweep accounts of the Company or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Company and its Restricted Subsidiaries or
(iii) relating to purchase orders and other agreements entered into with customers of the Company or any of its Restricted Subsidiaries in the ordinary course of business; 

(bb) Liens securing obligations owed by the Company or any Restricted Subsidiary to any lender under the Senior Secured
Credit Facilities or any Affiliate of such a lender in respect of any overdraft and related liabilities arising from treasury, depository and cash management services or any automated clearing house transfers of funds; 

(cc) any encumbrance or restriction (including put and call arrangements) with respect to Capital Stock of any joint
venture or similar arrangement pursuant to any joint venture or similar agreement; 
 (dd) Liens arising out of
conditional sale, title retention, consignment or similar arrangements for the sale or purchase of goods entered into by the Company or any Restricted Subsidiary in the ordinary course of business; 

(ee) Liens solely on any cash earnest money deposits made by the Company or any of its Restricted Subsidiaries in
connection with any letter of intent or purchase agreement permitted by this Indenture; 
 (ff) ground leases in
respect of real property on which facilities owned or leased by the Company or any of its Subsidiaries are located; 
 (gg) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; 

(hh) Liens on Capital Stock of an Unrestricted Subsidiary that secure Indebtedness or other obligations of such
Unrestricted Subsidiary; 
 (ii) Liens on the assets of non-guarantor Restricted Subsidiaries securing
Indebtedness of such Subsidiaries that were permitted by the terms of this Indenture to be incurred; 
 (jj)
Liens on cash advances in favor of the seller of any property to be acquired in an Investment permitted under this Indenture to be applied against the purchase price for such Investment; 

(kk) any interest or title of a lessor, sub-lessor, licensor or sub-licensor or secured by a lessor’s,
sub-lessor’s, licensor’s or sub-licensor’s interest under leases or licenses entered into by the Company or any of the Restricted Subsidiaries in the ordinary course of business; and 

(ll) deposits of cash with the owner or lessor of premises leased and operated by the Company or any of its Subsidiaries
in the ordinary course of business of the Company and such Subsidiary to secure the performance of the Company’s or such Subsidiary’s obligations under the terms of the lease for such premises. 

  
 — 29
— 








 For purposes of this definition, the term “Indebtedness” shall be deemed to
include interest on such Indebtedness. 
 “Person” means any individual, corporation, limited liability
company, partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity. 

“Preferred Stock” means any Equity Interest with preferential rights of payment of dividends or upon liquidation,
dissolution, or winding up. 
 “Private Placement Legend” means the legend set forth in Section 2.06(g)(i)
hereof to be placed on all Notes issued under this Indenture, except where otherwise permitted by the provisions of this Indenture. 
 “QIB” means a “qualified institutional buyer” as defined in Rule 144A. 
 “Qualified Proceeds” means the fair market value of assets that are used or useful in, or Capital Stock of any Person engaged in, a Similar Business. 

“Qualified Securitization Facility” means any Securitization Facility (a) constituting a securitization financing
facility that meets the following conditions: (i) the board of directors of the Company shall have determined in good faith that such Securitization Facility (including financing terms, covenants, termination events and other provisions) is in
the aggregate economically fair and reasonable to the Company and the applicable Securitization Subsidiary, (ii) all sales and/or contributions of Securitization Assets and related assets to the applicable Securitization Subsidiary are made at
fair market value (as determined in good faith by the Company) and (iii) the financing terms, covenants, termination events and other provisions thereof shall be market terms (as determined in good faith by the Company) or (b) constituting
a receivables financing facility. 
 “Rating Agencies” means Moody’s and S&P or if Moody’s or
S&P or both shall not make a rating on the Notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Issuers which shall be substituted for Moody’s or S&P or both, as
the case may be. 
 “Record Date” for the interest payable on any applicable Interest Payment Date means the
January 15 and July 15 (whether or not a Business Day) immediately preceding such Interest Payment Date. 

“Registration Rights Agreement” means a registration rights agreement with respect to the Initial Notes dated as of the
Issue Date, among the Issuers, the Guarantors and the representatives of the Initial Purchasers, as such agreement may be amended, modified or supplemented from time to time and, with respect to any Additional Notes, one or more registration rights
agreements among the Issuers and the other parties thereto (if any), as such agreement(s) may be amended, modified or supplemented from time to time, relating to rights given by the Issuers 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. 

  
 — 30
— 








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

“Regulation S Temporary Global Note” means a temporary Global Note in the form of Exhibit A hereto bearing the
Global Note Legend and the Private Placement Legend and the Regulation S Temporary Global Note Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee, issued in a denomination equal to the outstanding
principal amount of the Notes initially sold in reliance on Rule 903. 
 “Regulation S Temporary Global Note
Legend” means the legend set forth in Section 2.06(g)(iii) hereof. 
 “Related Business Assets”
means assets (other than Cash Equivalents) used or useful in a Similar Business, provided that any assets received by the Company or a Restricted Subsidiary in exchange for assets transferred by the Company or a Restricted Subsidiary shall
not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary. 

“Responsible Officer” means, when used with respect to the Trustee, any officer within the corporate trust department of
the Trustee, including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the Persons who at the
time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such Person’s knowledge of and familiarity with the particular subject and, in each case, who shall have direct responsibility for the
administration of this Indenture. 
 “Restricted Definitive Note” means a Definitive Note bearing, or that is
required to bear, the Private Placement Legend. 
 “Restricted Global Note” means a Global Note bearing, or
that is required to bear, the Private Placement Legend. 
 “Restricted Investment” means an Investment other
than a Permitted Investment. 
 “Restricted Period” means, in respect of any Note issued under Regulation S,
the 40-day distribution compliance period as defined in Regulation S applicable to such Note. 
 “Restricted
Subsidiary” means, with respect to any Person, at any time, any direct or indirect Subsidiary of such Person (including the Co-Issuer and any Foreign Subsidiary) that is not then an Unrestricted Subsidiary; provided, however, that
upon an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of “Restricted Subsidiary.” Unless otherwise indicated in this Indenture, all references to Restricted
Subsidiaries shall mean Restricted Subsidiaries of the Company. 
 “Rule 144” means Rule 144 promulgated under
the Securities Act. 

  
 — 31
— 








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

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

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

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

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

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

 “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC
promulgated thereunder. 
 “Securitization Assets” means the accounts receivable, royalty or other revenue
streams and other rights to payment and any other assets related thereto subject to a Qualified Securitization Facility and the proceeds thereof. 
 “Securitization Facility” means any of one or more receivables or securitization financing facilities as amended, supplemented, modified, extended, renewed, restated or refunded from time
to time, the Obligations of which are non-recourse (except for customary representations, warranties, covenants and indemnities made in connection with such facilities) to the Company or any of its Restricted Subsidiaries (other than a
Securitization Subsidiary) pursuant to which the Company or any of its Restricted Subsidiaries sells or grants a security interest in its accounts receivable or Securitization Assets or assets related thereto to either (a) a Person that is not
a Restricted Subsidiary or (b) a Securitization Subsidiary that in turn sells its accounts receivable to a Person that is not a Restricted Subsidiary. 
 “Securitization Fees” means distributions or payments made directly or by means of discounts with respect to any participation interest issued or sold in connection with, and other fees
paid to a Person that is not a Securitization Subsidiary in connection with, any Qualified Securitization Facility. 

“Securitization Subsidiary” means any Subsidiary formed for the purpose of, and that solely engages only in one or more
Qualified Securitization Facilities and other activities reasonably related thereto. 
 “Senior Indebtedness”
means: 
 (a) all Indebtedness of the Company or any Guarantor outstanding under the Senior Secured Credit
Facilities and the related guarantees and Notes and related Guarantees (including interest accruing on or after the filing of any petition in bankruptcy or similar proceeding or for reorganization of the Company or any Guarantor (at the rate
provided for in the documentation with respect thereto, regardless of whether or not a claim for post-filing interest is allowed in such proceedings)), and any and all other fees, expense reimbursement obligations, indemnification


  
 — 32
— 








 
amounts, penalties, and other amounts (whether existing on the Issue Date or thereafter created or incurred) and all obligations of the Company or any Guarantor to reimburse any bank or other
Person in respect of amounts paid under letters of credit, acceptances or other similar instruments; 
 (b) all
(x) Hedging Obligations (and guarantees thereof) and (y) obligations in respect of Bank Products (and guarantees thereof) owing to a lender under the Senior Secured Credit Facilities or any Affiliate of such lender (or any Person that was
a lender or an Affiliate of such lender at the time the applicable agreement giving rise to such Hedging Obligation was entered into); provided, that such Hedging Obligations and obligations in respect of Bank Products, as the case may be,
are permitted to be incurred under the terms of this Indenture; 
 (c) any other Indebtedness of the Company or
any Guarantor permitted to be incurred under the terms of this Indenture, unless the instrument under which such Indebtedness is incurred expressly provides that it is subordinated in right of payment to the Notes or any related Guarantee; and

 (d) all Obligations with respect to the items listed in the preceding clauses (a), (b) and (c);
provided, that Senior Indebtedness shall not include: 
 (i) any obligation of such Person to the Issuers
or any of their Subsidiaries; 
 (ii) any liability for federal, state, local or other taxes owed or owing by
such Person; 
 (iii) any accounts payable or other liability to trade creditors arising in the ordinary course
of business; 
 (iv) any Indebtedness or other Obligation of such Person which is subordinate or junior in any
respect to any other Indebtedness or other Obligation of such Person; or 
 (v) that portion of any Indebtedness
which at the time of incurrence is incurred in violation of this Indenture. 
 “Senior Secured Credit
Facilities” means the term loan facility, revolving credit facility and other credit facilities under the Credit Agreement, including any guarantees, collateral documents, instruments and agreements executed in connection therewith, and any
amendments, supplements, modifications, extensions, renewals, restatements, refundings, refinancings or replacements thereof and any one or more indentures or credit facilities or commercial paper facilities with banks or other institutional lenders
or investors that replace, refund, supplement or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount
borrowable thereunder or alters the maturity thereof (provided, that such increase in borrowings is permitted under Section 4.09 hereof) or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the
same or any other agent, trustee, lender or group of lenders or holders. 
 “Shelf Registration Statement”
means a Shelf Registration Statement as defined in the Registration Rights Agreement. 
 “Significant
Subsidiary” means any Restricted Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X promulgated pursuant to the Securities Act, as such regulation is in effect on the
Issue Date. 

  
 — 33
— 








 “Similar Business” means (a) any business conducted by the Company or
any of its Restricted Subsidiaries on the Issue Date, and any reasonable extension thereof, or (b) any business or other activities that are reasonably similar, ancillary, incidental, complementary or related to, or a reasonable extension,
development or expansion of, the businesses in which the Company and its Restricted Subsidiaries are engaged on the Issue Date. 

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

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

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

(a) any corporation, association, or other business entity (other than a partnership, joint venture, limited liability
company or similar entity) of which more than 50.0% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time
of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof; and 

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

(i) more than 50.0% of the capital accounts, distribution rights, total equity and voting interests or general or limited
partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited
partnership or otherwise, and 
 (ii) such Person or any Restricted Subsidiary of such Person is a controlling
general partner or otherwise controls such entity. 
 “Total Assets” means the total assets of the Company and
its Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP, as shown on the most recent balance sheet of the Company or such other Person as may be expressly stated. 

“Transaction Expenses” means any fees or expenses incurred or paid by the Company or any Restricted Subsidiary in
connection with the Transactions, including payments to officers, employees and directors as change of control payments, severance payments, special or retention bonuses and charges for repurchase or rollover of, or modifications to, stock options.

 “Transactions” means the issuance of the Notes and borrowings under the Senior Secured Credit Facilities on
the Issue Date to repay certain debt as described in the offering memorandum under “Offering Memorandum Summary — The Transactions” and the payment of related premiums, fees and expenses. 

“Treasury Rate” means, as of any Redemption Date, the yield to maturity as of such Redemption Date of United States
Treasury securities with a constant maturity (as compiled and published in the 

  
 — 34
— 








 
most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to the Redemption Date (or, if such Statistical Release is no
longer published, any publicly available source of similar market data)) most nearly equal to the period from the Redemption Date to January 31, 2016; provided, that if the period from the Redemption Date to such date is less than one
year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used. 
 “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa-77bbbb). 

“Trustee” means Wilmington Trust, National Association, as trustee, until a successor replaces it in accordance with the
applicable provisions of this Indenture and thereafter means the successor serving hereunder. 
 “Uniform Commercial
Code” means the Uniform Commercial Code or any successor provision thereof as the same may from time to time be in effect in the State of New York. 
 “Unrestricted Definitive Note” means one or more Definitive Notes that do not bear and are not required to bear the Private Placement Legend. 

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

(a) any Subsidiary of the Company which at the time of determination is an Unrestricted Subsidiary (as designated by the
Company, as provided below); and 
 (b) any Subsidiary of an Unrestricted Subsidiary. 

The Company may designate any Subsidiary of the Company, other than the Co-Issuer (including any existing Subsidiary and any newly
acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Company or any Subsidiary of the
Company (other than solely any Subsidiary of the Subsidiary to be so designated); provided, that: 
 (i)
any Unrestricted Subsidiary must be an entity of which the Equity Interests entitled to cast at least a majority of the votes that may be cast by all Equity Interests having ordinary voting power for the election of directors or Persons performing a
similar function are owned, directly or indirectly, by the Company; 
 (ii) such designation complies with
Section 4.07 hereof; and 
 (iii) each of (A) the Subsidiary to be so designated and (B) its
Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of
the assets of the Company or any Restricted Subsidiary. 

  
 — 35
— 








 The Company may designate any Unrestricted Subsidiary to be a Restricted Subsidiary;
provided that, immediately after giving effect to such designation, no Default shall have occurred and be continuing and either: 
 (a) the Company could incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Test; or 

(b) the Fixed Charge Coverage Ratio for the Company and its Restricted Subsidiaries would be equal to or greater than such
ratio for the Company and its Restricted Subsidiaries immediately prior to such designation, in each case on a pro forma basis taking into account such designation. 
 Any such designation by the Company shall be notified by the Company to the Trustee by promptly filing with the Trustee a copy of the resolution of the board of directors of the Company or any committee
thereof giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing provisions. 
 “U.S. Dollar Equivalent” means with respect to any monetary amount in a currency other than U.S. dollars, at any time for determination thereof, the amount of U.S. dollars obtained by
converting such foreign currency involved in such computation into U.S. dollars at the spot rate for the purchase of U.S. dollars with the applicable foreign currency as published in The Wall Street Journal in the “Exchange Rates”
column under the heading “Currency Trading” on the date two business days prior to such determination. 

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

(a) direct obligations of the United States of America for the timely payment of which its full faith and credit is
pledged; or 
 (b) obligations of a Person controlled or supervised by and acting as an agency or instrumentality
of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, 
 which, in either case, are not callable or redeemable at the option of the issuers thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the
Securities Act), as custodian with respect to any such U.S. Government Securities or a specific payment of principal of or interest on any such U.S. Government Securities held by such custodian for the account of the holder of such depository
receipt; provided, that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S.
Government Securities or the specific payment of principal of or interest on the U.S. Government Securities evidenced by such depository receipt. 
 “U.S. Person” means a U.S. person as defined in Rule 902(k) under the Securities Act. 
 “Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the board of directors of such Person.


  
 — 36
— 








 “Weighted Average Life to Maturity” means, when applied to any
Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing: 
 (a) the sum of the products of the number of years from the date of determination to the date of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with
respect to such Disqualified Stock or Preferred Stock multiplied by the amount of such payment; by 
 (b) the sum
of all such payments; 
 provided, that for purposes of determining the Weighted Average Life to Maturity of any Indebtedness that is
being extended, replaced, refunded, refinanced, renewed or defeased (the “Applicable Indebtedness”), the effects of any amortization or prepayments made on such Applicable Indebtedness prior to the date of the applicable extension,
replacement, refunding, refinancing, renewal or defeasance shall be disregarded. 
 “Wholly-Owned Subsidiary”
of any Person means a Subsidiary of such Person, 100.0% of the outstanding Equity Interests of which (other than directors’ qualifying shares and shares issued to foreign nationals as required by applicable law) shall at the time be owned by
such Person and/or by one or more Wholly-Owned Subsidiaries of such Person. 
 Section 1.02. Other
Definitions. 
  

					
	Term	  	Defined
in Section	 
	 “Acceptable Commitment”
	  	 	4.10	  
	 “Affiliate Transaction”
	  	 	4.11	  
	 “Applicable Premium Deficit”
	  	 	8.04	  
	 “Asset Sale Offer”
	  	 	4.10	  
	 “Authentication Order”
	  	 	2.02	  
	 “Change of Control Offer”
	  	 	4.14	  
	 “Change of Control Payment”
	  	 	4.14	  
	 “Change of Control Payment Date”
	  	 	4.14	  
	 “Covenant Defeasance”
	  	 	8.03	  
	 “Covenant Suspension Event”
	  	 	4.16	  
	 “DTC”
	  	 	2.03	  
	 “Event of Default”
	  	 	6.01	  
	 “Excess Proceeds”
	  	 	4.10	  
	 “Fixed Charge Coverage Test”
	  	 	4.07	  
	 “incur” and “incurrence”
	  	 	4.09	  
	 “Independent Assets or Operations”
	  	 	4.03	  
	 “Legal Defeasance”
	  	 	8.02	  
	 “Note Register”
	  	 	2.03	  
	 “Offer Amount”
	  	 	3.09	  
	 “Offer Period”
	  	 	3.09	  
	 “Pari Passu Indebtedness”
	  	 	4.10	  
	 “Paying Agent”
	  	 	2.03	  
	 “Purchase Date”
	  	 	3.09	  
	 “Redemption Date”
	  	 	3.01	  
	 “Refinancing Indebtedness”
	  	 	4.09	  
	 “Refunding Capital Stock”
	  	 	4.07	  
	 “Registrar”
	  	 	2.03	  
	 “Restricted Payments”
	  	 	4.07	  


  
 — 37
— 









					
	Term	  	Defined
in Section	 
	 “Reversion Date”
	  	 	4.16	  
	 “Second Commitment”
	  	 	4.10	  
	 “Successor Company”
	  	 	5.01	  
	 “Successor Person”
	  	 	5.01	  
	 “Suspended Covenants”
	  	 	4.16	  
	 “Suspension Date”
	  	 	4.16	  
	 “Suspension Period”
	  	 	4.16	  
	 “Transfer Agent”
	  	 	2.03	  
	 “Treasury Capital Stock”
	  	 	4.07	  

 Section 1.03. Incorporation by Reference of Trust Indenture Act. At all times after
the effectiveness of a registration statement under the Registration Rights Agreement, this Indenture will be subject to the mandatory provisions of the Trust Indenture Act, which unless otherwise indicated are incorporated by reference in and made
a part of this Indenture effective upon the effectiveness of any such registration statement. Whenever this Indenture refers to a provision of the Trust Indenture Act, the provision is incorporated by reference in and made a part of this Indenture.

 The following Trust Indenture Act terms if used in this Indenture have the following meanings: 

“indenture securities” means the Notes and the Guarantees; 

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

“indenture to be qualified” means this Indenture; 

“indenture trustee” or “institutional trustee” means the Trustee; and “obligor” on the Notes
and the Guarantees means the Issuers and the Guarantors, respectively, and any successor obligor upon the Notes and the Guarantees, respectively. 
 All other terms used in this Indenture that are defined by the Trust Indenture Act, defined by Trust Indenture Act reference to another statute or defined by SEC rule under the Trust Indenture Act have
the meanings so assigned to them. 
 Section 1.04. Rules of Construction. Unless the context otherwise
requires: 
 (a) a term has the meaning assigned to it; 

(b) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP; 

(c) “or” is not exclusive; 
 (d) the words “including,” “includes” and similar words shall be deemed to be followed by “without limitation”; 

(e) words in the singular include the plural, and in the plural include the singular; 

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

(g) provisions apply to successive events and transactions; 

  
 — 38
— 








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

(j) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture
as a whole and not any particular Article, Section, clause or other subdivision; 
 (k) words used herein implying any gender
shall apply to both genders; 
 (l) in the computation of periods of time from a specified date to a later specified date, the
word “from” means “from and including”; the words “to” and “until” each mean “to but excluding” and the word “through” means “to and including”; 

(m) the principal amount of any Preferred Stock at any time shall be (i) the maximum liquidation value of such Preferred Stock at
such time or (ii) the maximum mandatory redemption or mandatory repurchase price with respect to such Preferred Stock at such time, whichever is greater; and 
 (n) all references to any interest or other amount payable on or with respect to the Notes shall be deemed to include any Additional Interest. 

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

  
 — 39
— 








 (e) The Issuers may, in the circumstances permitted by the Trust Indenture Act, set a record
date for purposes of determining the identity of Holders entitled to give any request, demand, authorization, direction, notice, consent, waiver or take any other act, or to vote or consent to any action by vote or consent authorized or permitted to
be given or taken by Holders. Unless otherwise specified, if not set by the Issuers prior to the first solicitation of a Holder made by any Person in respect of any such action, or in the case of any such vote, prior to such vote, any such record
date shall be the later of 10 days prior to the first solicitation of such consent or the date of the most recent list of Holders furnished to the Trustee prior to such solicitation. 

(f) Without limiting the foregoing, a Holder entitled to take any action hereunder with regard to any particular Note may do so with
regard to all or any part of the principal amount of such Note or by one or more duly appointed agents, each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or action taken by
a Holder or its agents with regard to different parts of such principal amount pursuant to this Section 1.05(f) shall have the same effect as if given or taken by separate Holders of each such different part. 

(g) Without limiting the generality of the foregoing, a Holder, including DTC, that is a Holder of a Global Note, may make, give or take,
by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders, and any Person, that is a Holder of a Global
Note, including DTC, may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depositary’s standing instructions and customary practices. 

(h) The Issuers may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global
Note held by DTC entitled under the procedures of such Depositary to make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this
Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such request, demand,
authorization, direction, notice, consent, waiver or other action, whether or not such Holders remain Holders after such record date. No such request, demand, authorization, direction, notice, consent, waiver or other action shall be valid or
effective if made, given or taken more than 120 days after such record date. 
 ARTICLE 2 

THE NOTES 
 Section 2.01. Form and Dating; Terms. 
 (a) General. The
Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rules or usage. Each Note shall be dated
the date of its authentication. The Notes shall be issued in minimum denominations of $2,000 and any integral multiples of $1,000 in excess of $2,000. 
 (b) Global Notes. Notes issued in global form shall be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in
the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global
Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto


  
 — 40
— 








 
and each shall provide that it shall represent up to the aggregate principal amount of 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 applicable, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of
outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. 

(c) Temporary Global Notes. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the
Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Custodian 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 Issuers and authenticated by the Trustee as hereinafter provided. 
 Following (i) the termination of the applicable Restricted Period and (ii) the receipt by the Trustee of (A) a certification or other evidence in a form reasonably acceptable to the Issuers
of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period
pursuant to another exemption from registration under the Securities Act and who shall take delivery of a beneficial ownership interest in a 144A Global Note bearing a Private Placement Legend, all as contemplated by Section 2.06(b) hereof) and
(B) an Officer’s Certificate from the Issuers, the Trustee shall remove the Regulation S Temporary Global Note Legend from the Regulation S Temporary Global Note, following which temporary beneficial interests in the Regulation S Temporary
Global Note shall automatically become beneficial interests in the Regulation S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel
the Regulation S Temporary Global Note. 
 The aggregate principal amount of a Regulation S Temporary Global Note and a
Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter
provided. 
 (d) Terms. The aggregate principal amount of Notes that may be authenticated and delivered under this
Indenture is unlimited. 
 The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a
part of this Indenture and the Issuers, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note
conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. 

The Notes shall be subject to repurchase by the Issuers pursuant to an Asset Sale Offer as provided in Section 4.10 hereof or a
Change of Control Offer as provided in Section 4.14 hereof. The Notes shall not be redeemable, other than as provided in Article 3 hereof. 
 Additional Notes ranking pari passu with the Initial Notes may be created and issued from time to time by the Issuers without notice to or consent of the Holders and shall be consolidated with and
form a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes except that interest may accrue on the Additional Notes from their date of issuance (or


  
 — 41
— 








 
such other date specified by the Issuers); provided, that the Issuers’ ability to issue Additional Notes shall be subject to the Issuers’ compliance with Section 4.09
hereof. Any Additional Notes may be issued with the benefit of an indenture supplemental to this Indenture. 
 (e) Euroclear
and Clearstream Applicable Procedures. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream
Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes that are held by Participants through
Euroclear or Clearstream. 
 Section 2.02. Execution and Authentication. At least one Officer of each Issuer
shall execute the Notes on behalf of each Issuer by manual, facsimile or electronic (including “.pdf”) signature. 

If an Officer of an Issuer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the
Note shall nevertheless be valid. 
 A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory
for any purpose until authenticated substantially in the form of Exhibit A attached hereto, by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this
Indenture. 
 On the Issue Date, the Trustee shall, upon receipt of an Issuers’ Order (an “Authentication
Order”), authenticate and deliver the Initial Notes in the aggregate principal amount or amounts specified in such Authentication Order. In addition, at any time, from time to time, the Trustee shall, upon receipt of an Authentication
Order, authenticate and deliver any Additional Notes or Exchange Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes or Exchange Notes issued or increased hereunder. 

The Trustee may appoint an authenticating agent acceptable to the Issuers 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
Issuers. 
 Section 2.03. Registrar, Transfer Agent and Paying Agent. The Issuers shall maintain (i) an
office or agency where Notes may be presented for registration (“Registrar”), (ii) an office or agency where Notes may be presented for transfer or for exchange (“Transfer Agent”) and (iii) an office or
agency where Notes may be presented for payment (“Paying Agent”). The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchange. The registered Holder of a Note will be
treated as the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. The Issuers may appoint one or more co-registrars, one or more co-transfer agents and one or more additional paying
agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agents. The Issuers may change any Paying
Agent, Transfer Agent or Registrar without prior notice to any Holder. The Issuers shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuers fail to appoint or maintain another entity as
Registrar, Transfer Agent or Paying Agent, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Paying Agent, Transfer Agent or Registrar. 
 The Issuers initially appoint The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. 

  
 — 42
— 








 The Issuers initially appoint the Trustee to act as the Paying Agent, Transfer Agent and
Registrar for the Notes and to act as Custodian with respect to the Global Notes. 
 Section 2.04. Paying Agent
to Hold Money in Trust. The Issuers shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment
of principal, premium, if any, interest or Additional Interest, if any, on the Notes, and will notify the Trustee in writing of any default by the Issuers in making any such payment. While any such default continues, the Trustee may require a Paying
Agent (other than the Trustee) to pay all money held by it to the Trustee. The Issuers at any time may require a Paying Agent (other than the Trustee) to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if
other than an Issuer or a Subsidiary or the Trustee) shall have no further liability for the money. If the Company or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money
held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Issuers, the Trustee shall serve as Paying Agent for the Notes. 
 Section 2.05. Holder Lists. The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders
and shall otherwise comply with Section 312(a) of the Trust Indenture Act. If the Trustee is not the Registrar, the Issuers shall furnish to the Trustee at least two Business Days before each Interest Payment Date and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders and the Issuers shall otherwise comply with Section 312(a) of the Trust Indenture Act.

 Section 2.06. Transfer and Exchange. 

(a) Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be
transferred, in whole and not in part, only to another nominee of the Depositary or to a successor thereto or a nominee of such successor thereto. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless, and, if
applicable, subject to the limitation on issuance of Definitive Notes set forth in Section 2.06(c)(ii), (i) the Depositary (x) notifies the Issuers that it is unwilling or unable to continue as Depositary for such Global Note or
(y) has ceased to be a clearing agency registered under the Exchange Act, and, in either case, a successor Depositary is not appointed by the Issuers within 120 days, (ii) the Issuers, at its option, notifies the Trustee in writing that it
elects to cause the issuance of Definitive Notes (although Regulation S Temporary Global Notes may not be exchanged for Definitive Notes prior to (A) the expiration of the applicable Restricted Period and (B) the receipt by the Registrar
of any certification of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B)) or (iii) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Notes and the Trustee has
received a written request from the Depositary to issue Definitive Notes. Upon the occurrence of any of the events described in clause (i), (ii) or (iii) above, Definitive Notes delivered in exchange for any Global Note or beneficial
interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in
part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or 2.10 hereof, shall be
authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the events described in clause (i), (ii) or (iii) above and pursuant to Section 2.06(c) hereof. A Global
Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or
(f) hereof. 

  
 — 43
— 








 (b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer
and exchange of beneficial interests in the Global Notes shall be effected through the Depositary in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the Restricted Global Notes shall be subject
to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also shall require compliance with either subparagraph (i) or (ii) below,
as applicable, as well as one or more of the other following subparagraphs, as applicable: 
 (i) Transfer of
Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with
the transfer restrictions set forth in the Private Placement Legend; provided, however, that prior to the expiration of the Restricted Period, transfers of beneficial interests in the Regulation S Temporary Global Note may not be made to a
U.S. Person or for the account or benefit of a U.S. Person other than pursuant to Rule 144A. Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an
Unrestricted Global Note. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.06(b)(i). 

(ii) All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers
and exchanges of beneficial interests that are not subject to Section 2.06(b)(i) hereof, the transferor of such beneficial interest must deliver to the Registrar either (A) (1) a written order from a Participant or an Indirect
Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred
or exchanged and (2) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase or (B) (1) a written order from a Participant or an
Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged and
(2) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in (1) above; provided, that
in no event shall Definitive Notes be issued upon the transfer or exchange of beneficial interests in the Regulation S Temporary Global Note prior to (x) the expiration of the applicable Restricted Period therefor and (y) the receipt by
the Registrar of any certification of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B). Upon consummation of an Exchange Offer by the Issuers in accordance with Section 2.06(f) hereof, the requirements of this
Section 2.06(b)(ii) shall be deemed to have been satisfied upon receipt by the Registrar of the instructions contained in the applicable Letter of Transmittal or in an Agent’s Message delivered by the Holder of such beneficial interests in
the Restricted Global Notes. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall
adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(h) hereof. 
 (iii)
Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted
Global Note if the transfer complies with the requirements of Section 2.06(b)(ii) hereof and the Registrar receives the following: 
 (A) if the transferee will take delivery in the form of a beneficial interest in the 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the
certifications in item (1) thereof; or 
 (B) if the transferee will take delivery in the form of a
beneficial interest in a 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. 

  
 — 44
— 








 (iv) Transfer and Exchange of Beneficial Interests in a Restricted Global
Note for Beneficial Interests in an Unrestricted Global Note. A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who
takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.06(b)(ii) hereof and: 

(A) such exchange or transfer is effected pursuant to an Exchange Offer in accordance with the Registration Rights
Agreement and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Participating Broker-Dealer,
(2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of an Issuer; 
 (B) such Notes are sold or exchanged pursuant to an effective registration statement under the Securities Act; 
 (C) such transfer is effected by a Participating Broker-Dealer pursuant to an Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or 

(D) the Registrar receives the following: 

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

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

and, in each such case set forth in this subparagraph (D), if the Issuers so request or if the Applicable Procedures so require, an
Opinion of Counsel in form reasonably acceptable to the Issuers 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 Issuers 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. 

  
 — 45
— 








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

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

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

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

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

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

  
 — 46
— 








 (ii) Beneficial Interests in Regulation S Temporary Global Note to Definitive Notes.
Notwithstanding Sections 2.06(c)(i)(A) and (C) hereof, a beneficial interest in the Regulation S Temporary Global Note may not be exchanged for a Definitive Note or transferred to a Person who takes delivery thereof in the form of a Definitive
Note prior to (A) the expiration of the applicable Restricted Period therefor and (B) the receipt by the Registrar of any certifications of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B), except in the case of a transfer
pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904. 
 (iii)
Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such
beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only upon the occurrence of any of the events described in clause (i), (ii) or (iii) of Section 2.06(a) hereof and if:

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

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

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

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

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

  
 — 47
— 








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

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

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

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

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

  
 — 48
— 








 (ii) Restricted Definitive Notes to Beneficial Interests in Unrestricted Global
Notes. A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial
interest in an Unrestricted Global Note only if: 
 (A) such exchange or transfer is effected pursuant to an
Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Participating
Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of an Issuer; 

(B) such transfer is effected pursuant to a Shelf Registration Statement in accordance with the Registration Rights
Agreement; 
 (C) such transfer is effected by a Participating Broker-Dealer pursuant to an Exchange Offer
Registration Statement in accordance with the Registration Rights Agreement; or 
 (D) the Registrar receives the
following: 
 (1) if the Holder of such Definitive Notes proposes to exchange such Notes for a beneficial
interest in the Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or 

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

and, in each such case set forth in this subparagraph (D), if the Issuers so request or if the Applicable Procedures so require, an Opinion of Counsel in
form reasonably acceptable to the Issuers 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 applicable conditions of this
Section 2.06(d)(ii), the Trustee shall cancel the Restricted Definitive Note and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note. 

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

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

(e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such
Holder’s compliance with the provisions of this Section 2.06(e), the Registrar shall register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder shall present or
surrender to the Registrar the Definitive Notes duly 

  
 — 49
— 








 
endorsed or accompanied by a written instruction of transfer or exchange in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In
addition, the requesting Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(e): 

(i) Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred
to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following: 
 (A) if the transfer will be made to a QIB in accordance with Rule 144A, then the transferor must deliver a certificate substantially in the form of Exhibit B hereto, including the certifications in item
(1) thereof; 
 (B) if the transfer will be made pursuant to Rule 903 or Rule 904, then the transferor must
deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; or 

(C) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act,
then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications required by item (3) thereof, if applicable. 
 (ii) Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a
Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: 
 (A) such
exchange or transfer is effected pursuant to an Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of
Transmittal that it is not (1) a Participating Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of an Issuer; 

(B) any such transfer is effected pursuant to a Shelf Registration Statement in accordance with the Registration Rights
Agreement; 
 (C) any such transfer is effected by a Participating Broker-Dealer pursuant to an Exchange Offer
Registration Statement in accordance with the Registration Rights Agreement; or 
 (D) the Registrar receives the
following: 
 (1) if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an
Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or 

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

  
 — 50
— 








 and, in each such case set forth in this subparagraph (D), if the Issuers so requests, an
Opinion of Counsel in form reasonably acceptable to the Issuers to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no
longer required in order to maintain compliance with the Securities Act. 
 (iii) Unrestricted Definitive
Notes to Unrestricted Definitive Notes. A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a
transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof. 

(f) Exchange Offer. Upon the occurrence of an Exchange Offer in accordance with the Registration Rights Agreement, the Issuers
shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate (i) one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of the
beneficial interests in the Restricted Global Notes tendered for acceptance by Persons that certify in the applicable Letters of Transmittal or through an Agent’s Message though the DTC Automated Tender Offer program that (x) they are not
Participating Broker-Dealers, (y) they are not participating in a distribution of the Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of an Issuer, and accepted for exchange in an Exchange Offer and
(ii) Unrestricted Definitive Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Notes tendered for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are
not Participating Broker-Dealers, (y) they are not participating in a distribution of the Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of an Issuer, and accepted for exchange in an Exchange Offer. Concurrently
with the issuance of such Notes, the Trustee shall cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the Issuers shall execute and the Trustee shall authenticate and mail to the Persons
designated by the Holders of Definitive Notes so accepted Unrestricted Definitive Notes in the applicable principal amount. Any Notes that remain outstanding after the consummation of an Exchange Offer, and Exchange Notes issued in connection with
such Exchange Offer, shall be treated as a single class of securities under this Indenture. 
 (g) Legends. The following
legends shall appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture: 

(i) Private Placement Legend. 

(A) Except as permitted by subparagraph (B) below, each Global Note and each Definitive Note (and all Notes issued in
exchange therefor or substitution thereof) shall bear the legend in substantially the following form: 
 “THIS SECURITY HAS
NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH
BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A 

  
 — 51
— 








 
UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, (2) AGREES
THAT IT WILL NOT WITHIN [SIX MONTHS — FOR NOTES ISSUED PURSUANT TO RULE 144A][40 DAYS — FOR NOTES ISSUED IN OFFSHORE TRANSACTIONS PURSUANT TO REGULATION S] AFTER THE LATER OF THE ORIGINAL ISSUANCE DATE HEREOF AND THE LAST DATE ON WHICH THE
ISSUERS OR ANY AFFILIATE OF THE ISSUERS WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE ISSUERS OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A
QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM
REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE, AND BASED UPON AN OPINION OF COUNSEL IF THE ISSUERS SO REQUEST), (E) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (IF
AVAILABLE, AND BASED UPON AN OPINION OF COUNSEL IF THE ISSUERS SO REQUEST), OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS
TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES
ACT. 
 EACH HOLDER OF THIS SECURITY OR ANY INTEREST HEREIN IS DEEMED TO REPRESENT AND WARRANT THAT EITHER (1) NO PORTION OF
THE ASSETS USED TO PURCHASE OR HOLD THIS SECURITY OR ANY INTEREST HEREIN CONSTITUTES THE ASSETS OF ANY (A) EMPLOYEE BENEFIT PLAN WHICH IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”), (B) PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR PROVISIONS UNDER ANY OTHER FEDERAL, STATE, LOCAL,
NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, “SIMILAR LAWS”), OR (C) ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF ANY OF THE
FOREGOING PLANS, ACCOUNTS OR ARRANGEMENTS DESCRIBED IN CLAUSE (A) OR (B), OR (2) ITS PURCHASE AND HOLDING OF THIS SECURITY OR ANY INTEREST HEREIN WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION
4975 OF THE CODE OR A SIMILAR VIOLATION OF ANY APPLICABLE SIMILAR LAW.” 
 (B) Notwithstanding the
foregoing, any Global Note or Definitive Note issued pursuant to subparagraph (b)(iv), (c)(iii), (c)(iv), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof)
shall not bear the Private Placement Legend. 

  
 — 52
— 








 (ii) Global Note Legend. Each Global Note shall bear a legend in
substantially the following form (with appropriate changes in the last sentence if DTC is not the Depositary): 
 “THIS
GLOBAL SECURITY 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
(A) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06(h) OF THE INDENTURE, (B) THIS GLOBAL SECURITY MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (C) THIS
GLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (D) THIS GLOBAL SECURITY MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUERS. UNLESS AND UNTIL
IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK,
NEW YORK) (“DTC”) TO THE ISSUERS OR THEIR AGENTS 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. 
 EACH HOLDER OF THIS SECURITY OR ANY
INTEREST HEREIN IS DEEMED TO REPRESENT AND WARRANT THAT EITHER (1) NO PORTION OF THE ASSETS USED TO PURCHASE OR HOLD THIS SECURITY OR ANY INTEREST HEREIN CONSTITUTES THE ASSETS OF ANY (A) EMPLOYEE BENEFIT PLAN WHICH IS SUBJECT TO TITLE I
OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), (B) PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”) OR PROVISIONS UNDER ANY OTHER FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, “SIMILAR LAWS”), OR (C) ENTITY WHOSE UNDERLYING
ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF ANY OF THE FOREGOING PLANS, ACCOUNTS OR ARRANGEMENTS DESCRIBED IN CLAUSE (A) OR (B), OR (2) ITS PURCHASE AND HOLDING OF THIS SECURITY OR ANY INTEREST HEREIN WILL NOT RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION OF ANY APPLICABLE SIMILAR LAW.” 

  
 — 53
— 








 (iii) Regulation S Temporary Global Note Legend. The Regulation S
Temporary Global Note shall bear a legend in substantially the following form: 
 “BY ITS ACQUISITION HEREOF, THE HOLDER
HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.” 

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

(ii) No service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any
registration of transfer or exchange, but the Issuers may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge
payable upon exchange or transfer pursuant to Sections 2.07, 2.10, 3.06, 3.09, 4.10, 4.14 and 9.05 hereof). 
 (iii)
Neither the Registrar nor the Issuers shall be required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of the Notes to
be redeemed under Section 3.03 hereof and ending at the close of business on the day of such mailing, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of
any Note being redeemed in part, (C) to register the transfer or exchange of a Note between a Record Date and the next succeeding Interest Payment Date or (D) to register the transfer or exchange of any Notes tendered (and not withdrawn)
for repurchase in connection with a Change of Control Offer or an Asset Sale Offer. 
 (iv) Neither the Registrar nor the
Issuers shall be required to register the transfer or exchange of any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; provided, that new Notes will only be issued in
denominations of $2,000 and integral multiples of $1,000 in excess of $2,000. 
 (v) All Global Notes and Definitive Notes
issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuers, 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. 

  
 — 54
— 








 (vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee,
any Agent and the Issuers shall deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of (and premium, if any) and interest on such Notes and for all other
purposes, and none of the Trustee, any Agent or the Issuers shall be affected by notice to the contrary. 
 (vii) Upon surrender
for registration of transfer of any Note at the office or agency of the Issuers designated pursuant to Section 4.02 hereof, the Issuers shall execute, and the Trustee shall authenticate and mail, in the name of the designated transferee or
transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount. 
 (viii) At the option of the Holder, subject to Section 2.06(a) hereof, Notes may be exchanged for other Notes of any authorized denomination or denominations of a like aggregate principal amount upon
surrender of the Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Issuers shall execute, and the Trustee shall authenticate and mail, the replacement Global Notes and
Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of Section 2.02 hereof. 
 (ix) All certifications, certificates and Opinions of Counsel required to be submitted pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.

 Section 2.07. Replacement Notes. If either (x) any mutilated Note is surrendered to the Trustee, the
Registrar or the Issuers, or (y) the Issuers and the Trustee receive evidence to their satisfaction of the ownership and destruction, loss or theft of any Note, then the Issuers shall issue and the Trustee, upon receipt of an Authentication
Order and satisfaction of any other requirements of the Trustee, shall authenticate a replacement Note. If required by the Trustee or the Issuers, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of both
(i) the Trustee to protect the Trustee and (ii) the Issuers to protect the Issuers, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Issuers and the Trustee may charge
the Holder for their expenses in replacing a Note. 
 Every replacement Note is a contractual obligation of the Issuers and
shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder. 
 Section 2.08. Outstanding Notes. The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those cancelled by it, those delivered to it for
cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof and those described in this Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a
Note does not cease to be outstanding because the Issuers or a Guarantor or an Affiliate of an Issuer or a Guarantor holds the Note. 
 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 (as
defined in Section 8-303 of the Uniform Commercial Code). 
 Notes in exchange for or in lieu of which other Notes have
been authenticated and delivered pursuant to this Indenture shall not be deemed to be outstanding for purposes hereof. 
 If the
principal amount of any Note is considered paid under Section 4.01 hereof, such Note shall cease to be outstanding and interest thereon shall cease to accrue. 

  
 — 55
— 








 If the Paying Agent (other than an Issuer or a Guarantor or an Affiliate of an Issuer or a
Guarantor) holds, on a Redemption Date or maturity date, money sufficient to pay Notes (or portions thereof) payable on that date, then on and after that date such Notes (or portions thereof) shall be deemed to be no longer outstanding (including
for accounting purposes) and shall cease to accrue interest on and after such date. 
 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 an Issuer or by any Affiliate of an Issuer, shall be considered as though not outstanding,
except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. Notes
so owned which have been pledged in good faith shall not be disregarded if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right to deliver any such direction, waiver or consent with respect to such pledged Notes and
that the pledgee is not an Issuer or a Guarantor or any Affiliate of an Issuer or a Guarantor. 
 Section 2.10.
Temporary Notes. Until certificates representing Notes are ready for delivery, the Issuers may prepare and the Trustee, upon receipt of an Authentication Order, shall authenticate temporary Notes. Temporary Notes shall be substantially in
the form of certificated Notes but may have variations that the Issuers consider appropriate for temporary Notes. Without unreasonable delay, the Issuers shall prepare and the Trustee shall authenticate definitive Notes in exchange for temporary
Notes. 
 Holders and beneficial holders, as the case may be, of temporary Notes shall be entitled to all of the benefits
accorded to Holders, or beneficial holders, respectively, of Notes under this Indenture. 
 Section 2.11.
Cancellation. The Issuers at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The
Trustee or, at the direction of the Trustee, the Registrar or the Paying Agent and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall dispose of such cancelled Notes
in its customary manner. Certification of the cancellation of all cancelled Notes shall be delivered to the Issuers upon their written request therefor. The Issuers may not issue new Notes to replace Notes that the Issuers have paid or that have
been delivered to the Trustee for cancellation. 
 Section 2.12. Defaulted Interest. If the Issuers default
in a payment of interest on the Notes, the Issuers shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest to the Persons who are Holders on a subsequent special record date, in
each case at the rate provided in the Notes and in Section 4.01 hereof. The Issuers shall notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment, and at the same
time the Issuers shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such defaulted interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of
the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such defaulted interest as provided in this Section 2.12. The Trustee shall fix or cause to be fixed any such special record date and
payment date; provided, that no such special record date shall be less than 10 days prior to the related payment date for such defaulted interest. The Trustee shall promptly notify the Issuers of any such special record date. At least 15 days
before any such special record date, the Issuers (or, upon the written request of the Issuers, the Trustee in the name and at the expense of the Issuers) shall mail or cause to be mailed, first-class postage prepaid, or otherwise deliver in
accordance with the Applicable Procedures, to each Holder, with a copy to the Trustee, a notice at his or her address as it appears in the Note Register that states the special record date, the related payment date and the amount of such interest to
be paid. 

  
 — 56
— 








 Subject to the foregoing provisions of this Section 2.12 and for greater certainty,
each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Note. 

Section 2.13. CUSIP Numbers; ISINs. The Issuers in issuing the Notes may use CUSIP numbers and ISINs (in each case, if
then generally in use) and, if so, the Trustee shall use CUSIP numbers and ISINs in notices of redemption or exchange as a convenience to Holders; provided, that any such notice may state that no representation is made as to the correctness
of such numbers either as printed on the Notes or as contained in any notice of redemption or exchange 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 Issuers will as promptly as practicable notify the Trustee in writing of any change in the CUSIP numbers and ISINs. 
 ARTICLE 3 
 REDEMPTION 

Section 3.01. Notices to Trustee. If the Issuers elect to redeem Notes pursuant to Section 3.07 hereof, the
Issuers shall furnish to the Trustee, at least two Business Days (unless a shorter notice shall be agreed to by the Trustee) before notice of redemption is required to be delivered or mailed to Holders pursuant to Section 3.03 hereof, an
Officer’s Certificate setting forth (a) the paragraph or subparagraph of such Note and/or Section of this Indenture pursuant to which the redemption shall occur, (b) the date of redemption (the “Redemption Date”),
(c) the principal amount of the Notes to be redeemed and (d) the redemption price. 
 Section 3.02.
Selection of Notes to Be Redeemed. If less than all of the Notes are to be redeemed at any time, the Trustee shall select the Notes to be redeemed (a) if the Notes are listed on any exchange (and such listing is known to the
Trustee), in compliance with the requirements of such exchange or (b) on a pro rata basis to the extent practicable, or, if the pro rata basis is not practicable for any reason, by lot or by such other method as the Trustee shall
deem fair and appropriate and otherwise in accordance with the Applicable Procedures. In the event of partial redemption by lot, the particular Notes to be redeemed shall be selected, unless otherwise provided herein, not less than 30 nor more than
60 days prior to the Redemption Date by the Trustee from the outstanding Notes not previously called for redemption. 
 The
Trustee shall promptly notify the Issuers in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. No Notes of $2,000 or less can be redeemed in part,
except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder shall be redeemed or purchased, even if not in a principal amount of at least $2,000. Except as provided in the preceding
sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. 
 Section 3.03. Notice of Redemption. Subject to Section 3.09 hereof, the Issuers shall deliver electronically, mail or cause to be mailed by first-class mail, postage prepaid,
notices of redemption at least 30 days but not more than 60 days before the Redemption Date to each Holder of Notes to be redeemed at such Holder’s registered address stated in the Note Register or otherwise in accordance with the Applicable
Procedures, except that redemption notices may be delivered or mailed more than 60 days prior to a Redemption Date if the notice is issued in connection with Article 8 or Article 11 hereof. Notices of redemption may, at the Issuers’ discretion,
be conditional. 

  
 — 57
— 








 The notice shall identify the Notes to be redeemed and shall state: 

(a) the Redemption Date; 
 (b) the redemption price; 
 (c) if any Definitive Note is to be redeemed in part
only, the portion of the principal amount of that Note that is to be redeemed and that, after the Redemption Date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion of the original Note representing
the same indebtedness to the extent not redeemed will be issued in the name of the Holder upon cancellation of the original Note; provided, that new Notes will only be issued in denominations of $2,000 and integral multiples of $1,000 in
excess of $2,000; 
 (d) the name and address of the Paying Agent; 

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

(f) that, unless the Issuers default in making such redemption payment, interest on Notes called for redemption ceases to accrue on and
after the Redemption Date; 
 (g) the paragraph or subparagraph of the Notes and/or Section of this Indenture pursuant to which
the Notes called for redemption are being redeemed; 
 (h) the CUSIP number and ISIN, if any, printed on the Notes being
redeemed and that no representation is made as to the correctness or accuracy of any such CUSIP number and ISIN that is listed in such notice or printed on the Notes; and 
 (i) any condition to such redemption. 
 At the Issuers’ request, the Trustee
shall give the notice of redemption in the names of the Issuers name and at their expense; provided, that the Issuers shall have delivered to the Trustee, at least two Business Days before notice of redemption is required to be delivered,
mailed or caused to be mailed or delivered by electronic transmission to Holders pursuant to this Section 3.03 (unless a shorter notice shall be agreed to by the Trustee), an Officer’s Certificate requesting that the Trustee give such
notice and setting forth the information to be stated in such notice as provided in the preceding paragraph. 
 If the Notes are
listed on an exchange, for so long as the Notes are so listed and the rules of such exchange so require, the Issuers will notify the exchange of any such redemption and, if applicable, of the principal amount of any Notes outstanding following any
partial redemption of Notes. 
 Section 3.04. Effect of Notice of Redemption. A notice of redemption, if
delivered, mailed or caused to be mailed in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. In any case, failure to deliver such notice or any defect in the notice to the
Holder of any Note designated for redemption in whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. Subject to Section 3.05 hereof, on and after the Redemption Date, interest shall cease to
accrue on Notes or portions of Notes called for redemption. 

  
 — 58
— 








 Section 3.05. Deposit of Redemption Price. 

(a) Prior to 11:00 a.m. (New York City time) on the Redemption Date, the Issuers shall deposit with the Trustee or with the Paying Agent
money sufficient to pay the redemption price of and accrued and unpaid interest on all Notes to be redeemed on that Redemption Date. The Trustee or the Paying Agent shall promptly return to the Issuers any money deposited with the Trustee or the
Paying Agent by the Issuers in excess of the amounts necessary to pay the redemption price of, and accrued and unpaid interest on, all Notes to be redeemed. 
 (b) If the Issuers comply with the provisions of the preceding paragraph (a), on and after the Redemption Date, interest shall cease to accrue on the Notes or the portions of Notes called for redemption.
If a Note is redeemed on or after a Record Date but on or prior to the related Interest Payment Date, then any accrued and unpaid interest to the Redemption Date shall be paid to the Person in whose name such Note was registered at the close of
business on such Record Date. If any Note called for redemption shall not be so paid upon surrender for redemption because of the failure of the Issuers to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the
Redemption Date until such principal is paid, and to the extent lawful on any interest accrued to the Redemption Date 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 in Part. Upon surrender of a Definitive Note that is redeemed in part, the Issuers shall
issue and the Trustee shall authenticate for the Holder at the expense of the Issuers a new Note equal in principal amount to the unredeemed portion of the Note surrendered representing the same indebtedness to the extent not redeemed;
provided, that each new Note will be in a principal amount of $2,000 and any integral multiple of $1,000 in excess of $2,000. It is understood that, notwithstanding anything to the contrary in this Indenture, only an Authentication Order and
not an Opinion of Counsel or Officer’s Certificate is required for the Trustee to authenticate such new Note. 

Section 3.07. Optional Redemption. 
 (a) At any time prior to January 31, 2016, the Issuers may on one or more occasions redeem all or a part of the Notes upon notice in accordance with Section 3.03 hereof, at a redemption price
equal to the sum of (i) 100.0% of the principal amount of the Notes redeemed, plus (ii) the Applicable Premium as of the Redemption Date, plus (iii) accrued and unpaid interest and Additional Interest, if any, to the Redemption Date,
subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. 
 (b) On and after January 31, 2016, the Issuers may redeem the Notes, in whole or in part, upon notice in accordance with Section 3.03 hereof, at the redemption prices (expressed as percentages
of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon and Additional Interest, if any, thereon to the applicable Redemption Date, subject to the right of Holders of record on the relevant Record
Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on January 31 of each of the years indicated below: 

 

					
	 Year
	  	Percentage	 
		
	 2016
	  	 	105.250	% 
	 2017
	  	 	102.625	% 
	 2018 and thereafter
	  	 	100.000	% 

 (c) Until January 31, 2015, the Issuers may, at their option, and on one or more occasions, redeem
up to 35.0% of the aggregate principal amount of Notes issued by them at a redemption price 

  
 — 59
— 








 
equal to 110.500% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders
of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received by the Company from one or more Equity Offerings or a contribution to the Company’s common equity capital
made with the net cash proceeds of a concurrent Equity Offering; provided, that (A) at least 50.0% of the aggregate principal amount of Notes originally issued under this Indenture on the Issue Date and any Additional Notes issued under
this Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; and (B) each such redemption occurs within 180 days of the date of closing of each such Equity Offering. 

In addition to any redemption pursuant to this Section 3.07, the Issuers, the Investors and their respective Affiliates may at any
time and from time to time purchase Notes in the open market or otherwise. 
 (d) Except pursuant to any of clauses
(a) through (c) of this Section 3.07 and as set forth in the Notes, the Notes will not be redeemable at the Issuers’ option prior to January 31, 2015. 
 (e) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. Notice of any redemption, whether in connection with an Equity Offering
or otherwise, may be given prior to the completion thereof, and any such redemption or notice may, at the Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, the completion of the related Equity
Offering or other corporate transaction. If such redemption is subject to the satisfaction of one or more conditions precedent, in the Issuers’ discretion the Redemption Date may be delayed or the redemption may be rescinded in the event that
any such conditions shall not have been satisfied by the original Redemption Date. If any Notes are listed on an exchange, and the rules of such exchange so require, the Issuers shall notify the exchange of any such notice of redemption. In
addition, the Issuers shall notify the exchange of the principal amount of any Notes outstanding following any partial redemption of such Notes. 
 (f) The Trustee shall have no duty to calculate or verify the calculation of the Applicable Premium. 
 Section 3.08. Mandatory Redemption. The Issuers shall not be required to make any mandatory redemption or sinking fund payments with respect to the Notes. 

Section 3.09. Offers to Repurchase by Application of Excess Proceeds. 

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

  
 — 60
— 








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

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

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

(iv) that, unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale
Offer shall cease to accrue interest on and after the Purchase Date; 
 (v) that any Holder electing to have less
than all of the aggregate principal amount of its Notes purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in an amount not less than $2,000 and in integral multiples of $1,000 in excess thereof; 

(vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the
Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer such Note by book-entry transfer, to the Issuers, the Depositary, if appointed by the Issuers, or a Paying Agent at the address
specified in the notice at least two Business Days before the Purchase Date; 
 (vii) that Holders shall be
entitled to withdraw their election if the Issuers, the Depositary or the Paying Agent, as the case may be, receives, not later than the close of business on the second Business Day prior to the expiration date 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; 

(viii) that, if the aggregate principal amount of Notes and Pari Passu Indebtedness surrendered by the holders thereof
exceeds the Offer Amount, the Trustee shall, through the facilities of the Depositary (in the case of Global Notes) select the Notes and the Issuers shall select such Pari Passu Indebtedness to be purchased on a pro rata basis based on the accreted
value or principal amount of the Notes or such Pari Passu Indebtedness tendered (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in an amount not less than $2,000 or integral multiples of $1,000 in excess thereof
are purchased); and 
 (ix) that Holders whose certificated Notes were purchased only in part shall be issued new
Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased; provided, that new Notes will only be issued in
denominations of $2,000 and integral multiples of $1,000 in excess of $2,000. 

  
 — 61
— 








 (e) On or before the Purchase Date, the Issuers shall, to the extent lawful, (1) accept
for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.09, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all
Notes tendered and (2) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof so tendered. 

(f) The Issuers, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an
amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuers for purchase, and the Issuers shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate
and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate is required for
the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased. Any Note not so accepted shall be
promptly mailed or delivered by the Issuers to the Holder thereof. The Issuers shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date. 

Other than as specifically provided in this Section 3.09 or Section 4.10 hereof, any purchase pursuant to this
Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof. 
 ARTICLE 4

 COVENANTS 
 Section 4.01. Payment of Notes. The Issuers shall pay or cause to be paid the principal of, premium, if any, and interest on the Notes on the dates and in the manner provided in the
Notes and this Indenture. Principal, premium, if any, and interest shall be considered paid on the date due if the Paying Agent, if other than the Issuers or a Guarantor or an Affiliate of the Issuers or a Guarantor, holds as of 11:00 a.m. (New York
City time) on the due date money deposited by the Issuers in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due. 

The Issuers shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration
Rights Agreement. 
 The Issuers shall pay interest (including post-petition interest in any proceeding under any Bankruptcy
Law) on overdue principal at the rate equal to the then applicable interest rate on the Notes to the extent lawful; the Issuers shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments
of interest (without regard to any applicable grace period) at the same rate to the extent lawful. 
 Section 4.02.
Maintenance of Office or Agency. The Issuers shall maintain the offices or agencies (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or Transfer Agent) required under Section 2.03 hereof where Notes
may be surrendered for registration of transfer or for exchange or presented for payment and where notices and demands to or upon the Issuers in respect of 

  
 — 62
— 








 
the Notes and this Indenture may be served. The Issuers shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time
the Issuers shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office. 

The Issuers may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered
for any or all such purposes and may from time to time rescind such designations; provided that no such designation or rescission shall in any manner relieve the Issuers of its obligation to maintain such offices or agencies as required by
Section 2.03 hereof for such purposes. The Issuers shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. 

The Issuers hereby designate the Corporate Trust Office as one such office or agency of the Issuers in accordance with Section 2.03
hereof. 
 Section 4.03. Reports and Other Information. 

(a) Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or
otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Company shall file with the SEC: 

(i) within 90 days after the end of each fiscal year (or 135 days for the fiscal year ending December 31, 2011),
annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form; 

(ii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or 90, 75 and 60 days,
respectively, for the first three fiscal quarters ending after the Issue Date), reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form; 

(iii) within five Business Days of the date on which an event would have been required to be reported on a Form 8-K or any
successor or comparable form if the Company had been a reporting company under the Exchange Act, a current report relating to such event on Form 8-K or any successor or comparable form; 
 in each case, in a manner that complies in all material respects with the requirements specified in such form (except as described above or below and subject, in the case of required financial
information, to exceptions consistent with the presentation of financial information in the Offering Memorandum, to the extent filed within the times specified above); provided, however, that the Company shall not be so obligated to file such
reports referred to in clauses (i), (ii) and (iii) in this Section 4.03(a) above with the SEC (A) if the SEC does not permit such filing or (B) prior to the consummation of an Exchange Offer or the effectiveness of a Shelf
Registration Statement as required by the Registration Rights Agreement, in which event the Company shall make available such information to the Trustee, the Holders and prospective purchasers of Notes, in each case within 15 days after the time the
Company would be required to file such information with the SEC (or, for the avoidance of doubt, such longer period of time specified above) if it were subject to Sections 13 or 15(d) of the Exchange Act; provided, further, that until such
time as the consummation of an Exchange Offer or the effectiveness of a Shelf Registration Statement as required by the Registration Rights Agreement, the Company shall not be required to (a) in the case of
(x)

  
 — 63
— 








 
clauses (i) and (ii) provide any information beyond the financial information that would be required to be contained in an annual or quarterly report on Form 10-K or 10-Q, as
applicable, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section and (y) clause (iii) make available any information regarding director and management compensation or
the occurrence of any of the events set forth in Items 1.04, 2.01, 2.05, 2.06, 3 (other than Item 3.03), 5.01, 5.02(e)—(f), 5.03-5.08, 6, 7, 8 or 9 of Form 8-K, (b) make available any information regarding the occurrence of any of the
events set forth in Items 1.01 or 1.02 of Form 8-K if the Company determines in its good faith judgment that the event that would otherwise be required to be disclosed is not material to the Holders of the notes or the business, assets, operations,
financial positions or prospects of the Company and its Restricted Subsidiaries taken as a whole, (c) comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any “non-GAAP” financial
information contained therein (other than providing reconciliations of such non-GAAP information to extent included in the Offering Memorandum), (d) comply with Regulation S-X or (e) provide any information that is not otherwise similar to
information currently included in the Offering Memorandum. In addition, notwithstanding the foregoing, the Company will not be required to (x) comply with Sections 302, 906 and 404 of the Sarbanes-Oxley Act of 2002 or (y) otherwise furnish
any information, certificates or reports required by Items 307 or 308 of Regulation S-K prior to the consummation of an Exchange Offer or the effectiveness of a Shelf Registration Statement. In addition, to the extent not satisfied by the foregoing,
the Company will agree that, for so long as any Notes are outstanding, it will furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under
the Securities Act. 
 (b) In the event that any direct or indirect parent company of the Company of which the Company is a
Wholly-Owned Subsidiary becomes a Guarantor, the Company may satisfy its obligations under this Section 4.03 with respect to financial information relating to the Company by furnishing financial information relating to such parent;
provided, that, if and so long as such parent company shall have Independent Assets or Operations, the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to
such parent, on the one hand, and the information relating to the Company and its Restricted Subsidiaries on a stand-alone basis, on the other hand. “Independent Assets or Operations” means, with respect to any such parent company,
that such parent company’s total assets, revenues, income from continuing operations before income taxes and cash flows from operating activities (excluding in each case amounts related to its investment in the Company and the Restricted
Subsidiaries), determined in accordance with GAAP and as shown on the most recent balance sheet of such parent company, is more than 3.0% of such parent company’s corresponding consolidated amount. 

(c) Notwithstanding the foregoing, such requirements of this Section 4.03 shall be deemed satisfied prior to the commencement of an
Exchange Offer or the effectiveness of the Shelf Registration Statement for the Initial Notes (1) by the filing with the SEC of the Exchange Offer Registration Statement or the Shelf Registration Statement (or any other similar registration
statement), and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act, subject to exceptions consistent with the presentation of financial information in the Offering Memorandum, to the extent
filed within the time periods specified above, or (2) by posting on the Company’s website and providing to the Trustee within 15 days of the time periods after the Company would have been required to file annual and interim reports with
the SEC (or, for the avoidance of doubt, such longer period of time specified above) if it were a non-accelerated filer, the financial information (including the “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” section) that would be required to be included in such reports, subject to exceptions consistent with the presentation of financial information in the Offering Memorandum, to the extent filed within the times specified above.


  
 — 64
— 








 (d) Notwithstanding anything herein to the contrary, the Company will not be deemed to have
failed to comply with any of its obligations hereunder for purposes of clause (iii) of Section 6.01(a) hereof until 90 days after the receipt of the written notice delivered thereunder. 

To the extent any information is not provided within the time periods specified in this Section 4.03 and such information is
subsequently provided, the Company will be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured. 

Section 4.04. Compliance Certificate. 
 (a) Each Issuer and Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) shall deliver to the Trustee, within 90 days after the end of each fiscal year ending after
the Issue Date (or 120 days for the fiscal year ending December 31, 2012), a certificate from its principal executive officer, principal financial officer or principal accounting officer stating that a review of the activities of such Issuer
and, in the case of the Company, its Restricted Subsidiaries, during the preceding fiscal year has been made under the supervision of the signing Officer with a view to determining whether such Issuer has kept, observed, performed and fulfilled its
obligations under this Indenture, and further stating, as to such Officer signing such certificate, that to the best of his or her knowledge, on behalf of such Issuer, such Issuer has kept, observed, performed and fulfilled in all material respects
each and every condition and covenant contained in this Indenture during such fiscal year and no Default has occurred and is continuing with respect to any of the terms, provisions, covenants and conditions of this Indenture (or, if a Default shall
have occurred and is continuing, describing all such Defaults of which he or she may have knowledge and what action such Issuer is taking or proposes to take with respect thereto). 

(b) When any Default has occurred and is continuing under this Indenture, or if the Trustee or the holder of any other evidence of
Indebtedness of the Company or any Subsidiary gives any notice or takes any other action with respect to a claimed Default, the Issuers shall promptly (which shall be no more than 10 Business Days after becoming aware of such Default) deliver to the
Trustee by registered or certified mail or by facsimile transmission an Officer’s Certificate specifying such event and what action the Issuers propose to take with respect thereto. 

Section 4.05. Taxes. The Company shall pay or discharge, and shall cause each of its Restricted Subsidiaries to pay or
discharge, prior to delinquency, all material taxes, lawful assessments, and governmental levies except such as are contested in good faith and by appropriate actions or where the failure to effect such payment or discharge is not adverse in any
material respect to the Holders. 
 Section 4.06. Stay, Extension and Usury Laws. The Issuers and each of the
Guarantors covenant (to the extent that they may lawfully do so) that they shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at
any time hereafter in force, that may affect the covenants or the performance of this Indenture and the Notes; and the Issuers and each of the Guarantors (to the extent that they may lawfully do so) hereby expressly waive all benefit or advantage of
any such law, and (to the extent that they may lawfully do so) covenant that they shall not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of
every such power as though no such law has been enacted. 

  
 — 65
— 








 Section 4.07. Limitation on Restricted Payments. 

(a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly: 

(i) declare or pay any dividend or make any payment or distribution on account of the Company’s or any of its
Restricted Subsidiaries’ Equity Interests (in each case, solely in such Person’s capacity as holder of such Equity Interests), including any dividend, payment or distribution payable in connection with any merger, amalgamation or
consolidation, other than: 
 (A) dividends and distributions by the Company payable solely in Equity Interests
(other than Disqualified Stock) of the Company; or 
 (B) dividends and distributions by a Restricted Subsidiary
so long as, in the case of any dividend, payment or distribution payable on or in respect of any class or series of securities (including Equity Interests) issued by a Restricted Subsidiary other than a Wholly-Owned Subsidiary, the Company or a
Restricted Subsidiary receives at least its pro rata share of such dividend, payment or distribution in accordance with its Equity Interests in such class or series of securities (including Equity Interests); 

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

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

 (B) immediately after giving effect to such transaction on a pro forma basis, (x) the Company
could incur $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof (the “Fixed Charge Coverage Test”); and (y) the Consolidated Leverage Ratio of the Company
is less than 5.00 to 1.00. 
 (C) such Restricted Payment, together with the aggregate amount of all other
Restricted Payments made by the Company and its Restricted Subsidiaries after the Issue Date (including 

  
 — 66
— 








 
Restricted Payments permitted by clauses (i), (vi)(C), (ix) and (xiv) of Section 4.07(b) hereof, but excluding all other Restricted Payments permitted by Section 4.07(b)
hereof), is less than the sum of (without duplication): 
 (1) 50.0% of the Consolidated Net Income of the
Company for the period (taken as one accounting period and including the predecessor) beginning on the first day of the fiscal quarter during which the Issue Date occurs 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, in the case such Consolidated Net Income for such period is a deficit, minus 100.0% of such deficit; plus 

(2) 100.0% of the aggregate net cash proceeds and the fair market value of marketable securities or other property
received by the Company since immediately after the Issue Date (other than net cash proceeds to the extent such net cash proceeds have been used to incur Indebtedness or issue Disqualified Stock or Preferred Stock pursuant to clause (xii)(A) of
Section 4.09(b) hereof) from the issue or sale of: 
 (i) (A) Equity Interests of the Company, including
Treasury Capital Stock, but excluding cash proceeds and the fair market value of marketable securities or other property received from the sale of: 
 (x) Equity Interests to any future, present or former employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members) of the
Company, any direct or indirect parent company of the Company or any of the Company’s Subsidiaries after the Issue Date to the extent such amounts have been applied to Restricted Payments made in accordance with clause (iv) of
Section 4.07(b) hereof; and 
 (y) Designated Preferred Stock; and 

(B) to the extent such net cash proceeds are actually contributed to the Company, Equity Interests of the Company’s
direct or indirect parent companies (excluding contributions of the proceeds from the sale of Designated Preferred Stock of such companies or contributions to the extent such amounts have been applied to Restricted Payments made in accordance with
clause (iv) of Section 4.07(b) hereof); or 
 (ii) debt securities of the Company that have been
converted into or exchanged for such Equity Interests of the Company; 
 provided, that this clause (C)(2) shall not
include the proceeds from (W) Refunding Capital Stock applied in accordance with clause (ii) of Section 4.07(b) hereof, (X) Equity Interests or convertible debt securities of the Company sold to a Restricted Subsidiary,
(Y) Disqualified Stock or debt securities that have been converted into Disqualified Stock or (Z) Excluded Contributions; plus 
 (3) 100.0% of the aggregate amount of cash and the fair market value of marketable securities or other property contributed to the capital of the Company following the Issue Date (other than net cash
proceeds to the extent such net cash proceeds have been used to incur Indebtedness or issue Disqualified Stock or Preferred Stock pursuant to clause (xii)(A) of Section 4.09(b) hereof) (other than by a Restricted Subsidiary and other than any
Excluded Contributions); plus 

  
 — 67
— 








 (4) 100.0% of the aggregate amount received in cash and the fair market
value of marketable securities or other property received by means of: 
 (i) the sale or other disposition
(other than to the Company or a Restricted Subsidiary) of, or other returns on Investments from, Restricted Investments made by the Company or its Restricted Subsidiaries and repurchases and redemptions of such Restricted Investments from the
Company or its Restricted Subsidiaries and repayments of loans or advances, and releases of guarantees, which constitute Restricted Investments made by the Company or its Restricted Subsidiaries, in each case after the Issue Date; or 

(ii) the sale (other than to the Company, the Co-Issuer or a Restricted Subsidiary) of the stock of an Unrestricted
Subsidiary or a dividend or distribution from an Unrestricted Subsidiary (other than in each case to the extent the Investment in such Unrestricted Subsidiary was made by the Company or a Restricted Subsidiary pursuant to clause (vii) of
Section 4.07(b) hereof or to the extent such Investment constituted a Permitted Investment) or a dividend from an Unrestricted Subsidiary after the Issue Date; plus 

(5) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary or the merger, amalgamation
or consolidation of an Unrestricted Subsidiary into the Company or a Restricted Subsidiary or the transfer of all or substantially all of the assets of an Unrestricted Subsidiary to the Company or a Restricted Subsidiary after the Issue Date, the
fair market value of the Investment in such Unrestricted Subsidiary (or the assets transferred) at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary or at the time of such merger, amalgamation, consolidation or
transfer of assets, other than to the extent the Investment in such Unrestricted Subsidiary constituted a Permitted Investment; provided, that, in the case of this clause (5), if the fair market value of such Investment shall exceed $40.0
million, such fair market value shall be determined by the board of directors of the Company, whose resolution with respect thereto will be delivered to the Trustee, at the time of the redesignation of such Unrestricted Subsidiary as a Restricted
Subsidiary, other than to the extent the Investment in such Unrestricted Subsidiary was made by the Company, Co-Issuer or a Restricted Subsidiary pursuant to clause (vii) of Section 4.07(b) hereof or to the extent such Investment
constituted a Permitted Investment. 
 (b) The foregoing provisions of Section 4.07(a) hereof shall not prohibit:

 (i) the payment of any dividend or other distribution or the consummation of any irrevocable redemption within
60 days after the date of declaration of the dividend or other distribution or giving of the redemption notice, as the case may be, if at the date of declaration or notice, the dividend or other distribution or redemption payment would have complied
with the provisions of this Indenture; 
 (ii) (A) the redemption, repurchase, retirement or other acquisition of
any Equity Interests, including any accrued and unpaid dividends thereon (“Treasury Capital Stock”) or Subordinated Indebtedness of the Company or any Restricted Subsidiary or any Equity Interests of any direct or indirect parent
company of the Company, in exchange for, or out of the proceeds of the substantially concurrent sale or issuance (other than to a Restricted Subsidiary) of, Equity Interests of the Company or any direct or indirect parent company of the Company to
the extent 

  
 — 68
— 








 
contributed to the Company (in each case, other than any Disqualified Stock) (“Refunding Capital Stock”), (B) the declaration and payment of dividends on Treasury Capital
Stock out of the proceeds of the substantially concurrent sale or issuance (other than to a Subsidiary of the Company or to an employee stock ownership plan or any trust established by the Company or any of its Subsidiaries) of Refunding Capital
Stock, and (C) if, immediately prior to the retirement of Treasury Capital Stock, the declaration and payment of dividends thereon was permitted under clauses (vi)(A) or (B) of this Section 4.07(b), the declaration and payment of
dividends on the Refunding Capital Stock (other than Refunding Capital Stock the proceeds of which were used to redeem, repurchase, retire or otherwise acquire any Equity Interests of any direct or indirect parent company of the Company) in an
aggregate amount per year no greater than the aggregate amount of dividends per annum that were declarable and payable on such Treasury Capital Stock immediately prior to such retirement; 

(iii) the defeasance, redemption, repurchase, exchange or other acquisition or retirement (1) of Subordinated
Indebtedness of the Issuers or a Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness of the Issuers or a Guarantor or Disqualified Stock of the Company, Co-Issuers or a Guarantor or
(2) Disqualified Stock of the Issuers or a Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, Disqualified Stock of the Issuers or a Guarantor, that, in each case, is incurred or issued, as
applicable, in compliance with Section 4.09 hereof so long as: 
 (A) the principal amount (or accreted
value, if applicable) of such new Indebtedness or the liquidation preference of such new Disqualified Stock does not exceed the principal amount of (or accreted value, if applicable), plus any accrued and unpaid interest on, the Subordinated
Indebtedness or the liquidation preference of, plus any accrued and unpaid dividends on, the Disqualified Stock being so defeased, redeemed, repurchased, exchanged, acquired or retired for value, plus the amount of any premium (including tender
premium) required to be paid under the terms of the instrument governing the Subordinated Indebtedness or Disqualified Stock being so defeased, redeemed, repurchased, exchanged, acquired or retired, defeasance costs and any fees and expenses
incurred in connection with the issuance of such new Indebtedness or Disqualified Stock; 
 (B) such new
Indebtedness is subordinated to the Notes or the applicable Guarantee at least to the same extent as such Subordinated Indebtedness so defeased, redeemed, repurchased, exchanged, acquired or retired; 

(C) such new Indebtedness or Disqualified Stock has a final scheduled maturity date equal to or later than the final
scheduled maturity date of the Subordinated Indebtedness or Disqualified Stock being so defeased, redeemed, repurchased, exchanged, acquired or retired (or, if earlier, the date that is 91 days after the maturity date of the Notes); and 

(D) such new Indebtedness or Disqualified Stock has a Weighted Average Life to Maturity equal to or greater than the
remaining Weighted Average Life to Maturity of the Subordinated Indebtedness or Disqualified Stock being so defeased, redeemed, repurchased, exchanged, acquired or retired (or requires no or nominal payments in cash prior to the date that is 91 days
after the maturity date of the Notes); 
 (iv) a Restricted Payment to pay for the repurchase, retirement or
other acquisition or retirement for value of Equity Interests (other than Disqualified Stock) of the Company or any direct 

  
 — 69
— 








 
or indirect parent company of the Company held by any future, present or former employee, director, officer, member of management or consultant (or their respective Controlled Investment
Affiliates or Immediate Family Members) of the Company, any of its Subsidiaries or any of its direct or indirect parent companies pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or
agreement, or any stock subscription or shareholder agreement (including, for the avoidance of doubt, any principal and interest payable on any notes issued by the Company or any direct or indirect parent company of the Company in connection with
such repurchase, retirement or other acquisition), including any Equity Interest rolled over by management of the Company or any direct or indirect parent company of the Company in connection with the Transactions; provided, that the
aggregate amount of Restricted Payments made under this clause (iv) do not exceed in any calendar year $15.0 million (which shall increase to $25.0 million subsequent to the consummation of an underwritten public Equity Offering by the Company
or any direct or indirect parent entity of the Company) (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum (without giving effect to the following proviso) of $30.0 million in any calendar
year (which shall increase to $50.0 million subsequent to the consummation of an underwritten public Equity Offering by the Company or any direct or indirect parent corporation of the Company)); provided, further, that such amount in
any calendar year under this clause may be increased by an amount not to exceed: 
 (A) the cash proceeds from
the sale of Equity Interests (other than Disqualified Stock) of the Company and, to the extent contributed to the Company, the cash proceeds from the sale of Equity Interests of any of the Company’s direct or indirect parent companies, in each
case to any future, present or former employees, directors, officers, members of management or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members) of the Company, any of its Subsidiaries or any of its
direct or indirect parent companies that occurs after the Issue Date, to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments by virtue of clause (C) of
Section 4.07(a) hereof; plus 
 (B) the cash proceeds of key man life insurance policies received by the
Company or its Restricted Subsidiaries (or any direct or indirect parent company to the extent contributed to the Company) after the Issue Date; less 
 (C) the amount of any Restricted Payments previously made with the cash proceeds described in clauses (A) and (B) of this clause (iv); 

and provided, further, that cancellation of Indebtedness owing to the Company from any future, present or former employees,
directors, officers, members of management or consultants of the Company (or their respective Controlled Investment Affiliates or Immediate Family Members), any of the Company’s direct or indirect parent companies or any of the Company’s
Restricted Subsidiaries in connection with a repurchase of Equity Interests of the Company or any of its direct or indirect parent companies will not be deemed to constitute a Restricted Payment for purposes of this Section 4.07 or any other
provision of this Indenture; 
 (v) the declaration and payment of dividends to holders of any class or series of
Disqualified Stock of the Company or any of its Restricted Subsidiaries or any class or series of Preferred Stock of any Restricted Subsidiary issued in accordance with Section 4.09 hereof to the extent such dividends are included in the
definition of “Fixed Charges”; 

  
 — 70
— 








 (vi) (A) the declaration and payment of dividends to holders of any class or
series of Designated Preferred Stock (other than Disqualified Stock) issued by the Company or any of its Restricted Subsidiaries after the Issue Date; 
 (B) the declaration and payment of dividends to any direct or indirect parent company of the Company, the proceeds of which will be used to fund the payment of dividends to holders of any class or series
of Designated Preferred Stock (other than Disqualified Stock) issued by such parent company after the Issue Date, provided, that the amount of dividends paid pursuant to this clause (b) shall not exceed the aggregate amount of cash
actually contributed to the Company from the sale of such Designated Preferred Stock; or 
 (C) the declaration
and payment of dividends on Refunding Capital Stock that is Preferred Stock in excess of the dividends declarable and payable thereon pursuant to clause (ii) of this Section 4.07(b); 

provided, in the case of each of (A), (B) and (C) of this clause (vi), that for the most recently ended four full fiscal
quarters for which internal financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock or the declaration of such dividends on Refunding Capital Stock that is Preferred Stock, after giving effect
to such issuance or declaration on a pro forma basis, the Company and its Restricted Subsidiaries on a consolidated basis would have had a Fixed Charge Coverage Ratio of at least 2.00 to 1.00; 

(vii) if the Consolidated Leverage Ratio of the Company is less than 5.00 to 1.00 on a pro forma basis after giving
effect to such transaction, Investments in Unrestricted Subsidiaries having an aggregate fair market value taken together with all other Investments made pursuant to this clause (vii) that are at the time outstanding, without giving effect to
the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities (until such proceeds are converted to Cash Equivalents), not to exceed the greater of (a) $15.0 million and
(b) 1.0% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value); 

(viii) payments made or expected to be made by the Company or any Restricted Subsidiary in respect of withholding or
similar taxes payable upon exercise of Equity Interests by any future, present or former employee, director, officer, member of management or consultant (or their respective Controlled Investment Affiliates or Immediate Family Members) of the
Company or any Restricted Subsidiary or any direct or indirect parent company of the Company and any repurchases of Equity Interests deemed to occur upon exercise of stock options, warrants or similar rights if such Equity Interests represent a
portion of the exercise price of such options, warrants or similar rights; 
 (ix) the declaration and payment of
dividends on the Company’s common stock (or the payment of dividends to any direct or indirect parent company of the Company to fund a payment of dividends on such company’s common stock), following the first public offering of the
Company’s common stock or the common stock of any direct or indirect parent company of the Company after the Issue Date, of up to 6.0% per annum of the net cash proceeds received by or contributed to the Company in or from any such public
offering, other than public offerings with respect to the Company’s common stock registered on Form S-4 or Form S-8 and other than any public sale constituting an Excluded Contribution; 

  
 — 71
— 








 (x) Restricted Payments in an amount that does not exceed the amount of
Excluded Contributions received since the Issue Date; 
 (xi) if the Consolidated Leverage Ratio of the Company
is less than 5.00 to 1.00 on a pro forma basis after giving effect to such transaction, Restricted Payments in an aggregate amount taken together with all other Restricted Payments made pursuant to this clause (xi) (in the case of
Restricted Investments, at the time outstanding (without giving effect to the sale of an Investment to the extent the proceeds of such sale do not consist of, or have not be subsequently sold or transferred for, Cash Equivalents)) not to exceed the
greater of (a) $25.0 million and (b) 1.75% of Total Assets at such time; 
 (xii) distributions or
payments of Securitization Fees; 
 (xiii) any Restricted Payment made in connection with the Transactions and
the fees and expenses related thereto or owed to Affiliates, in each case to the extent permitted by Section 4.11 hereof; 
 (xiv) the repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness pursuant to the provisions similar to those described under Section 4.10 and
Section 4.14 hereof; provided, that if the Issuers shall have been required to make a Change of Control Offer or Asset Sale Offer, as applicable, to purchase the Notes on the terms provided in this Indenture applicable to Change of
Control Offers or Asset Sale Offers, respectively, all Notes validly tendered by Holders in connection with a Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed, acquired or retired for value; 

(xv) the declaration and payment of dividends or distributions by the Company to, or the making of loans to, any direct or
indirect parent company of the Company in amounts required for any direct or indirect parent company of the Company to pay, in each case without duplication, 
 (A) franchise and similar taxes, and other fees and expenses, required to maintain their corporate or other entity existence; 

(B) foreign, federal, state or local income or similar taxes, to the extent such income or similar taxes are attributable
to the income of the Company and its Restricted Subsidiaries or, to the extent of any cash amounts actually received from its Unrestricted Subsidiaries for such purpose, to the income of such Unrestricted Subsidiaries; provided, that in each
case the amount of such payments in respect of any fiscal year does not exceed the amount that the Company and/or its Restricted Subsidiaries (and, to the extent permitted above, its Unrestricted Subsidiaries), as applicable, would have been
required to pay in respect of the relevant foreign, federal, state or local income or similar taxes for such fiscal year had the Company, its Restricted Subsidiaries and/or its Unrestricted Subsidiaries (to the extent described above), as
applicable, paid such taxes separately from any such parent company; 
 (C) customary salary, bonus and other
benefits payable to employees, directors, officers and managers of any direct or indirect parent company of the Company to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of the Company and its
Restricted Subsidiaries; 

  
 — 72
— 








 (D) general corporate operating and overhead costs and expenses of any
direct or indirect parent company of the Company to the extent such costs and expenses are attributable to the ownership or operation of the Company and its Restricted Subsidiaries; 

(E) fees and expenses other than to Affiliates of the Company related to any unsuccessful equity or debt offering of such
parent entity; 
 (F) amounts payable pursuant to the Management Fee Agreement, (including any amendment thereto
or replacement thereof so long as any such amendment or replacement is not materially disadvantageous in the good faith judgment of the board of directors of the Company to the Holders when taken as a whole, as compared to the Management Fee
Agreement as in effect on the Issue Date (it being understood that any amendment thereto or replacement thereof to increase the fees payable pursuant to the Management Fee Agreement would be deemed to be materially disadvantageous to the Holders)),
solely to the extent such amounts are not paid directly by the Company or its Subsidiaries; 
 (G) cash payments
in lieu of issuing fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of the Company or any direct or indirect parent company of the Company; 

(H) to finance Investments that would otherwise be permitted to be made pursuant to this Section 4.07 if made by the
Company; provided, that (1) such Restricted Payment shall be made substantially concurrently with the closing of such Investment, (2) such direct or indirect parent company shall, immediately following the closing thereof, cause
(x) all property acquired (whether assets or Equity Interests) to be contributed to the capital of the Company or one of its Restricted Subsidiaries or (y) the merger or amalgamation of the Person formed or acquired into the Company or one
of its Restricted Subsidiaries (to the extent not prohibited by Section 5.01 hereof) in order to consummate such Investment, (3) such direct or indirect parent company and its Affiliates (other than the Company or a Restricted Subsidiary)
receives no consideration or other payment in connection with such transaction except to the extent the Company or a Restricted Subsidiary could have given such consideration or made such payment in compliance with this Indenture, (4) any
property received by the Company shall not increase amounts available for Restricted Payments pursuant to clause (C) of Section 4.07(a) hereof and (5) such Investment shall be deemed to be made by the Company or such Restricted
Subsidiary pursuant to another provision of this Section 4.07(b) (other than pursuant to clause (x) of this Section 4.07(b)) or pursuant to the definition of “Permitted Investments” (other than clause (i) thereof);

 (I) amounts that would be permitted to be paid by the Company under clauses (iii), (iv), (vii), (viii), (xii),
(xiii), (xvi) and (xx) of Section 4.11(b) hereof; provided, that the amount of any Restricted Payment made under this clause (xv)(I) as permitted to be paid by Section 4.11(b)(xiii) hereof shall not exceed the amount
permitted under Section 4.07(b)(iv) hereof; provided, further, that the amount of any dividend or distribution under this clause (xv)(I) to permit such payment shall reduce, without duplication, Consolidated Net Income of the Company to
the extent, if any, that such payment would have reduced Consolidated Net Income of the Company if such payment had been made directly by the Company and increase (or, without duplication of any reduction of Consolidated Net Income, decrease) EBITDA
to the extent, if any, that Consolidated Net 

  
 — 73
— 








 
Income is reduced under this clause (xv)(I) and such payment would have been added back to (or, to the extent excluded from Consolidated Net Income, would have been deducted from) EBITDA if such
payment had been made directly by the Company, in each case, in the period such payment is made; 
 (xvi) the
redemption, repurchase, retirement or other acquisition of any Equity Interests of any Restricted Subsidiary by the Company or any Restricted Subsidiary; and 
 (xvii) the distribution, by dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed to the Company or a Restricted Subsidiary by, Unrestricted Subsidiaries (other than Unrestricted
Subsidiaries, the primary assets of which are cash and/or Cash Equivalents); 
 provided, that at the time of, and after giving effect
to, any Restricted Payment permitted under clauses (xi) and (xvi) of this Section 4.07(b), no Default shall have occurred and be continuing or would occur as a consequence thereof. 

(c) As of the Issue Date, all of the Company’s Subsidiaries shall be Restricted Subsidiaries. The Company shall not permit any
Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the penultimate sentence of the definition of “Unrestricted Subsidiary.” For purposes of designating any Restricted Subsidiary as an Unrestricted
Subsidiary, all outstanding Investments by the Company and its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated shall be deemed to be Restricted Payments in an amount determined as set forth in the penultimate
sentence of the definition of “Investments.” Such designation shall be permitted only if a Restricted Payment in such amount would be permitted at such time, pursuant to Section 4.07 hereof, or pursuant to the definition of
“Permitted Investments,” and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Unrestricted Subsidiaries shall not be subject to any of the restrictive covenants set forth in this Indenture. For the avoidance
of doubt, this Section 4.07 shall not restrict the making of any “AHYDO catch up payment” with respect to, and required by the terms of, any Indebtedness of the Company or any of its Restricted Subsidiaries permitted to be
incurred under the terms of this Indenture. 
 Section 4.08. Dividend and Other Payment Restrictions Affecting
Restricted Subsidiaries. 
 (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries that is not a
Guarantor to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: 

(i) (A) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries that is a
Guarantor on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or 
 (B) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries that is a Guarantor; 
 (ii) make loans or advances to the Company or any of its Restricted Subsidiaries that is a Guarantor; or 
 (iii) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries that is a Guarantor, 

  
 — 74
— 








 (b) The restrictions in Section 4.08(a) hereof shall not apply to encumbrances or
restrictions existing under or by reason of: 
 (i) contractual encumbrances or restrictions in effect on the
Issue Date, including pursuant to the Senior Secured Credit Facilities and the related documentation and Hedging Obligations and the related documentation; 
 (ii) this Indenture, the Notes and the guarantees thereof; 
 (iii)
purchase money obligations for property acquired in the ordinary course of business and capital lease obligations that impose restrictions of the nature described in clause (iii) of Section 4.08(a) hereof on the property so acquired;

 (iv) applicable law or any applicable rule, regulation or order; 

(v) any agreement or other instrument of a Person acquired by or merged or consolidated with or into the Company or any of
its Restricted Subsidiaries in existence at the time of such acquisition or at the time it merges with or into the Company or any of its Restricted Subsidiaries or assumed in connection with the acquisition of assets from such Person (but, in any
such case, not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person so acquired and its Subsidiaries, or the property or assets of the
Person so acquired and its Subsidiaries or the property or assets so acquired; 
 (vi) contracts for the sale of
assets, including customary restrictions with respect to a Subsidiary of the Company pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary;

 (vii) Secured Indebtedness otherwise permitted to be incurred pursuant to Section 4.09 and
Section 4.12 hereof that limit the right of the debtor to dispose of the assets securing such Indebtedness; 

(viii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the
ordinary course of business or arising in connection with any Permitted Liens; 
 (ix) other Indebtedness,
Disqualified Stock or Preferred Stock of Restricted Subsidiaries that are not Guarantors permitted to be incurred subsequent to the Issue Date pursuant to the provisions of Section 4.09 hereof; 

(x) customary provisions in joint venture agreements and other similar agreements relating solely to such joint venture;

 (xi) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements,
including with respect to intellectual property and other agreements, in each case, entered into in the ordinary course of business; 
 (xii) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which the Company or any of its Restricted Subsidiaries
is a party entered into in the ordinary course of business; provided, that such agreement prohibits the encumbrance of solely the property or assets of the Company or such Restricted 

  
 — 75
— 








 
Subsidiary that are the subject to such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Company or such
Restricted Subsidiary or the assets or property of another Restricted Subsidiary; 
 (xiii) customary provisions
restricting subletting or assignment of any lease governing a leasehold interest of any Restricted Subsidiary; 

(xiv) customary provisions restricting assignment of any agreement entered into in the ordinary course of business;

 (xv) restrictions arising in connection with cash or other deposits permitted under Section 4.12 hereof;

 (xvi) any agreement or instrument (A) relating to any Indebtedness, Disqualified or preferred stock
permitted to be incurred or issued subsequent to the Issue Date pursuant to Section 4.09 hereof if the encumbrances and restrictions are not materially more disadvantageous, taken as a whole, to the Holders than is customary in comparable
financings for similarly situated issuers (as determined in good faith by the Company) or is otherwise in effect on the Issue Date and (B) either (x) the Company determines that such encumbrance or restriction will not adversely affect the
Company’s ability to make principal and interest payments on the Notes as and when they come due or (y) such encumbrances and restrictions apply only during the continuance of a default in respect of a payment or financial maintenance
covenant relating to such Indebtedness; 
 (xvii) any encumbrances or restrictions of the type referred to in
clauses (i), (ii) and (iii) of Section 4.08(a) hereof imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations
referred to in clauses (i) through (xvi) of this Section 4.08(b); provided, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith
judgment of the Company, not materially more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or
refinancing; and 
 (xviii) restrictions created in connection with any Qualified Securitization Facility that,
in the good faith determination of the Company are necessary or advisable to effect such Qualified Securitization Facility. 

Section 4.09. Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.

 (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur,
issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired
Indebtedness) and the Company shall not issue any shares of Disqualified Stock and shall not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, that the Company may incur Indebtedness
(including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, if the Fixed
Charge Coverage Ratio of the Company and its Restricted Subsidiaries for the most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date on


  
 — 76
— 








 
which such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00, determined on a pro forma basis (including a
pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had
occurred at the beginning of such four-quarter period; provided, that the then outstanding aggregate principal amount of Indebtedness (including Acquired Indebtedness), Disqualified Stock and Preferred Stock that may be incurred or issued, as
applicable, pursuant to the foregoing, together with any amounts incurred under clauses (xii) and (xxiii) of Section 4.09(b) hereof, by Restricted Subsidiaries that are not Guarantors (other than the Co-Issuer) shall not exceed $75.0
million. 
 (b) The provisions of Section 4.09(a) hereof shall not apply to: 

(i) Indebtedness incurred pursuant to any Credit Facilities by the Company or any Restricted Subsidiary and the issuance
and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof); provided, that immediately after
giving effect to any such incurrence or issuance, the then outstanding aggregate principal amount of all Indebtedness incurred or issued under this clause (i) does not exceed $660.0 million; 

(ii) the incurrence by the Company and any Guarantor of Indebtedness represented by the Notes (including any guarantee
thereof) and the exchange notes and related exchange guarantees to be issued in exchange for the Notes and the guarantees thereof pursuant to the Registration Rights Agreement (but excluding any Additional Notes); 

(iii) Indebtedness of the Company and its Subsidiaries in existence on the Issue Date (other than Indebtedness described
in clauses (i) and (ii) of this Section 4.09(b)); 
 (iv) Indebtedness (including Capitalized
Lease Obligations), Disqualified Stock incurred or issued by the Company or any Restricted Subsidiary and Preferred Stock incurred or issued by the Company or any Restricted Subsidiary, to finance the purchase, lease or improvement of property (real
or personal), equipment or other assets used or useful in a Similar Business, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets in an aggregate principal amount not to exceed the greater of
(a) $40.0 million and (b) 3.0% of Total Assets (in each case, determined at the date of incurrence or issuance), so long as such Indebtedness, Disqualified Stock or Preferred Stock is incurred or issued at the date of such purchase, lease
or improvement or within 270 days thereafter; 
 (v) Indebtedness incurred by the Company or any of its
Restricted Subsidiaries constituting reimbursement obligations with respect to letters of credit, bank guarantees, banker’s acceptances, warehouse receipts, or similar instruments issued or created in the ordinary course of business, including
letters of credit in respect of workers’ compensation claims, performance or surety bonds, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to
reimbursement type obligations regarding workers’ compensation claims, performance or surety bonds, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance; provided, that upon the
drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 Business Days following such drawing or incurrence; 

(vi) Indebtedness arising from agreements of the Company or its Restricted Subsidiaries providing for indemnification,
adjustment of purchase price, earnouts or similar obligations, 

  
 — 77
— 








 
in each case, incurred or assumed in connection with the disposition of any business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any
portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; provided, that such Indebtedness is not reflected on the balance sheet of the Company, or any of its Restricted Subsidiaries (contingent
obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet shall not be deemed to be reflected on such balance sheet for purposes of this clause (vi)); 

(vii) Indebtedness of the Company to a Restricted Subsidiary; provided, that any such Indebtedness owing to a
Restricted Subsidiary that is not the Co-Issuer or a Guarantor is expressly subordinated in right of payment to the Notes; provided, further, that any subsequent issuance or transfer of any Capital Stock or any other event which
results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Company or another Restricted Subsidiary or any pledge of such Indebtedness constituting a
Permitted Lien) shall be deemed, in each case, to be an incurrence of such Indebtedness (to the extent such Indebtedness is then outstanding) not permitted by this clause (vii); 

(viii) Indebtedness of a Restricted Subsidiary to the Company or another Restricted Subsidiary; provided, that if a
Guarantor incurs such Indebtedness to a Restricted Subsidiary that is not the Co-Issuer or a Guarantor, such Indebtedness is expressly subordinated in right of payment to the Guarantee of the Notes of such Guarantor; provided, further,
that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of any such Indebtedness (except to the Company or
another Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien) shall be deemed, in each case, to be an incurrence of such Indebtedness (to the extent such Indebtedness is then outstanding) not permitted by this
clause (viii); 
 (ix) shares of Preferred Stock of a Restricted Subsidiary issued to the Company or another
Restricted Subsidiary; provided, that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any
such shares of Preferred Stock (except to the Company or another of its Restricted Subsidiaries or any pledge of such Capital Stock constituting a Permitted Lien) shall be deemed in each case to be an issuance of such shares of Preferred Stock (to
the extent such Preferred Stock is then outstanding) not permitted by this clause (ix); 
 (x) Hedging
Obligations (excluding Hedging Obligations entered into for speculative purposes) for the purpose of limiting interest rate risk with respect to any Indebtedness permitted to be incurred under this Indenture, exchange rate risk or commodity pricing
risk; 
 (xi) obligations in respect of self-insurance and obligations in respect of performance, bid, appeal and
surety bonds and performance and completion guarantees and similar obligations provided by the Company or any of its Restricted Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in
each case in the ordinary course of business; 
 (xii) (A) Indebtedness or Disqualified Stock of the Company and
Indebtedness, Disqualified Stock or Preferred Stock of the Company or any Restricted Subsidiary in an aggregate principal amount or liquidation preference up to 100% of the net cash proceeds received by the Company since immediately after the Issue
Date from the issue or sale of Equity Interests of the 

  
 — 78
— 








 
Company or cash contributed to the capital of the Company (in each case, other than proceeds of Disqualified Stock or sales of Equity Interests to the Company or any of its Subsidiaries) as
determined in accordance with clauses (C)(2) and (C)(3) of Section 4.07(a) hereof to the extent such net cash proceeds or cash have not been applied pursuant to such clauses to make Restricted Payments pursuant to Section 4.07(b) hereof or
to make Permitted Investments (other than Permitted Investments specified in clauses (a), (b) or (c) of the definition thereof), and 
 (B) Indebtedness or Disqualified Stock of the Company and Indebtedness, Disqualified Stock or Preferred Stock of the Company or any Restricted Subsidiary in an aggregate principal amount or liquidation
preference which, when aggregated with the principal amount and liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and incurred pursuant to this clause (xii)(B), does not exceed the greater of
(x) $75.0 million and (y) 5.5% of Total Assets (in each case, determined on the date of such incurrence); it being understood that any Indebtedness, Disqualified Stock or Preferred Stock incurred pursuant to this clause (xii)(B) shall
cease to be deemed incurred or outstanding for purposes of this clause (xii)(B) but shall be deemed incurred for the purposes of Section 4.09(a) hereof from and after the first date on which the Company or such Restricted Subsidiary could have
incurred such Indebtedness, Disqualified Stock or Preferred Stock under Section 4.09(a) hereof without reliance on this clause (xii)(B); provided, that the amount of Indebtedness, Disqualified Stock and Preferred Stock that may be
incurred pursuant to this clause (xii), together with amounts incurred under clause (xxiii) of this Section 4.09(b) and Section 4.09(a), by Restricted Subsidiaries that are not Guarantors (other than the Co-Issuer) shall not exceed
$75.0 million at any one time outstanding; 
 (xiii) the incurrence or issuance by the Company or any Restricted
Subsidiary of Indebtedness, Disqualified Stock or Preferred Stock which serves to extend, replace, refund, refinance, renew or defease any Indebtedness, Disqualified Stock or Preferred Stock incurred or issued as permitted under Section 4.09(a)
hereof and clauses (ii), (iii), (iv) and (xii)(A) of this Section 4.09(b), this clause (xiii) and clause (xiv) of this Section 4.09(b) or any Indebtedness, Disqualified Stock or Preferred Stock incurred or issued to so
extend, replace, refund, refinance, renew or defease such Indebtedness, Disqualified Stock or Preferred Stock including additional Indebtedness, Disqualified Stock or Preferred Stock incurred to pay premiums (including tender premiums), defeasance
costs, and accrued interest, fees and expenses in connection therewith (the “Refinancing Indebtedness”) prior to its respective maturity; provided, that such Refinancing Indebtedness: 

(A) has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred which is not less than
the remaining Weighted Average Life to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock being extended, replaced, refunded, refinanced, renewed or defeased (or requires no or nominal payments in cash prior to the date that is 91
days after the maturity date of the Notes); 
 (B) to the extent such Refinancing Indebtedness extends, replaces,
refunds, refinances, renews or defeases (i) Indebtedness subordinated in right of payment to the Notes or any Guarantee thereof, such Refinancing Indebtedness is subordinated in right of payment to the Notes or the Guarantee thereof at least to
the same extent as the Indebtedness being extended, replaced, refunded, refinanced, renewed or defeased or (ii) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness must be Disqualified Stock or Preferred Stock, respectively;
and 

  
 — 79
— 








 (C) shall not include: 

(1) Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary of the Company that is not the Co-Issuer or a
Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of the Company, the Co-Issuer or a Guarantor; 
 (2) Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary of the Company that is not a Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of a Guarantor; or

 (3) Indebtedness or Disqualified Stock of the Company or Indebtedness, Disqualified Stock or Preferred Stock
of a Restricted Subsidiary that refinances Indebtedness, Disqualified Stock or Preferred Stock of an Unrestricted Subsidiary; 
 (4) and, provided, further, that subclause (A) of this clause (xiii) will not apply to any extension, replacement, refunding, refinancing, renewal or defeasance of any Credit
Facilities or Secured Indebtedness; 
 (xiv) (A) Indebtedness, Disqualified Stock or Preferred Stock of the
Company or a Restricted Subsidiary incurred or issued to finance an acquisition (or other purchase of assets) or (B) Indebtedness, Disqualified Stock or Preferred Stock of Persons that are acquired by the Company or any Restricted Subsidiary or
merged into or consolidated with the Company or a Restricted Subsidiary in accordance with the terms of this Indenture; provided, that in the case of clauses (A) and (B), after giving effect to such acquisition, merger, amalgamation or
consolidation either 
 (1) the Company would be permitted to incur at least $1.00 of additional Indebtedness
pursuant to the Fixed Charge Coverage Test set forth in Section 4.09(a) hereof, or 
 (2) the Fixed Charge
Coverage Ratio for the Company and its Restricted Subsidiaries is equal to or greater than immediately prior to such acquisition, merger, amalgamation or consolidation; 

(xv) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar
instrument drawn against insufficient funds in the ordinary course of business, provided, that such Indebtedness is extinguished within five Business Days of its incurrence; 

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

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

  
 — 80
— 








 (C) any incurrence by the Co-Issuer of Indebtedness as a co-issuer of
Indebtedness of the Company that was permitted to be incurred by another provision of this Section 4.09; 

(xviii) Indebtedness consisting of Indebtedness issued by the Company or any of its Restricted Subsidiaries to future,
present or former employees, directors, officers, managers and consultants thereof, their respective Controlled Investment Affiliates or Immediate Family Members, in each case to finance the purchase or redemption of Equity Interests of the Company
or any direct or indirect parent company of the Company to the extent described in clause (iv) of Section 4.07(b) hereof; 
 (xix) to the extent constituting Indebtedness, customer deposits and advance payments received in the ordinary course of business from customers for goods purchased in the ordinary course of business;

 (xx) (A) Indebtedness owed on a short-term basis of no longer than 30 days to banks and other financial
institutions incurred in the ordinary course of business of the Company and its Restricted Subsidiaries with such banks or financial institutions that arises in connection with ordinary banking arrangements to manage cash balances of the Company and
its Restricted Subsidiaries and (B) Indebtedness in respect of Bank Products; 
 (xxi) Indebtedness incurred
by a Restricted Subsidiary in connection with bankers’ acceptances, discounted bills of exchange or the discounting or factoring of receivables for credit management purposes, in each case incurred or undertaken in the ordinary course of
business on arm’s length commercial terms; 
 (xxii) Indebtedness of the Company or any of its Restricted
Subsidiaries consisting of (A) the financing of insurance premiums or (B) take-or-pay obligations contained in supply arrangements in each case, incurred in the ordinary course of business; 

(xxiii) the incurrence of Indebtedness of Restricted Subsidiaries of the Company that are not Guarantors (including
Foreign Subsidiaries) in an amount outstanding under this clause (xxiii) not to exceed together with any other Indebtedness incurred under this clause (xxiii) the greater of (A) $50.0 million and (B) 3.5% of Total Assets (in each
case, determined on the date of such incurrence); it being understood that any Indebtedness deemed incurred pursuant to this clause (xxiii) shall cease to be deemed incurred or outstanding for purposes of this clause (xxiii) but shall be
deemed incurred for the purposes of Section 4.09(a) hereof from and after the first date on which the Company or such Restricted Subsidiaries could have incurred such Indebtedness under Section 4.09(a) hereof without reliance on this
clause (xxiii); provided, that the amount of Indebtedness, Disqualified Stock and Preferred Stock that may be incurred pursuant to this clause (xxiii), together with amounts incurred under clause (xii) of this Section 4.09(b) and
Section 4.01(a), by Restricted Subsidiaries that are not Guarantors (other than the Co-Issuer) shall not exceed $75.0 million at any one time outstanding; and 

(xxiv) Indebtedness of the Company or any of its Restricted Subsidiaries undertaken in connection with cash management and
related activities with respect to any Subsidiary or joint venture in the ordinary course of business. 
 (c) For purposes of
determining compliance with this Section 4.09: 
 (i) in the event that an item of Indebtedness,
Disqualified Stock or Preferred Stock (or any portion thereof) meets the criteria of more than one of the categories of permitted Indebtedness, 

  
 — 81
— 








 
Disqualified Stock or Preferred Stock described in clauses (i) through (xxiv) of Section 4.09(b) hereof or is entitled to be incurred pursuant to Section 4.09(a) hereof, the
Company, in its sole discretion, may classify or reclassify such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) and shall only be required to include the amount and type of such Indebtedness, Disqualified Stock
or Preferred Stock in one of the above clauses or under Section 4.09(a) hereof; provided, that all Indebtedness outstanding under the Senior Secured Credit Facilities on the Issue Date shall be treated as incurred on the Issue Date under
clause (i) of Section 4.09(b) hereof; and 
 (ii) the Company shall be entitled to divide and classify
an item of Indebtedness in more than one of the types of Indebtedness described in Section 4.09(a) and Section 4.09(b) hereof. 
 Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount and the payment of interest or dividends in the form of additional Indebtedness,
Disqualified Stock or Preferred Stock, as the case may be, of the same class shall not be deemed to be an incurrence of Indebtedness, Disqualified Stock or Preferred Stock for purposes of this Section 4.09. 

Notwithstanding any other provision of this Indenture to the contrary, for all purposes during the term of this Indenture, each lease in
existence on the Issue Date shall have the same characterization as a Capitalized Lease Obligation or an operating lease as the characterization of that lease in the most recent financial statements in existence on the Issue Date, notwithstanding
any change in characterization of that lease subsequent to the Issue Date by the Company based on changes in GAAP or its interpretation of GAAP. 
 For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. Dollar Equivalent principal amount of Indebtedness denominated in a
foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided, that if such
Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in
effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed (A) the principal amount of such
Indebtedness being refinanced plus (B) the aggregate amount of fees, underwriting discounts, premiums (including tender premiums) and other costs and expenses (including original issue discount, upfront fees or similar fees) incurred in
connection with such refinancing. 
 The principal amount of any Indebtedness incurred to refinance other Indebtedness, if
incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such
refinancing. 
 Notwithstanding anything to the contrary, the Company shall not, and shall not permit any Guarantor to, directly
or indirectly, incur any Indebtedness (including Acquired Indebtedness) that is contractually subordinated or junior in right of payment to any Indebtedness of the Company or such Guarantor, as the case may be, unless such Indebtedness is expressly
subordinated in right of payment to the Notes or such Guarantor’s Guarantee to the extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of the Company or such Guarantor, as the case may be. 

  
 — 82
— 








 This Indenture shall not treat (1) unsecured Indebtedness as subordinated or junior to
Secured Indebtedness merely because it is unsecured or (2) Indebtedness as subordinated or junior to any other Indebtedness merely because it has a junior priority with respect to the same collateral or because it is guaranteed by other
obligors. 
 Section 4.10. Asset Sales. 

(a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale, unless: 

(i) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale
at least equal to the fair market value of the assets sold or otherwise disposed of; and 
 (ii) except in the
case of a Permitted Asset Swap, at least 75.0% of the consideration therefor received by the Company or such Restricted Subsidiary, as the case may be, is in the form of Cash Equivalents; provided, that the amount of: 

(A) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in
the footnotes thereto) of the Company or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Notes, that are assumed by the transferee of any such assets and for which the Company and all of its Restricted
Subsidiaries have been validly released by all applicable creditors in writing; 
 (B) any securities, notes or
other obligations or assets received by the Company or such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into Cash Equivalents (to the extent of the Cash Equivalents received) within 180
days following the closing of such Asset Sale; and 
 (C) any Designated Non-cash Consideration received by the
Company or such Restricted Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed
the greater of (x) $30.0 million and (y) 2.25% of Total Assets at the time of the receipt of such Designated Non-cash Consideration, with the fair market value of each item of Designated Non-cash Consideration being measured at the time
received and without giving effect to subsequent changes in value, 
 shall be deemed to be Cash Equivalents for purposes of this
provision and for no other purpose. 
 (b) Within 365 days after the receipt of any Net Proceeds of any Asset Sale, the Company
or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale, 
 (i) to
permanently reduce: 
 (A) Obligations under the Senior Secured Credit Facilities, and to correspondingly reduce
commitments with respect thereto; 

  
 — 83
— 








 (B) Obligations under Secured Indebtedness, which is secured by a Lien that
is permitted by this Indenture, and to correspondingly reduce commitments with respect thereto; 
 (C)
Obligations under other Senior Indebtedness (and to correspondingly reduce commitments with respect thereto), provided that the Issuers shall equally and ratably reduce Obligations under the Notes as provided under Section 3.07 hereof or
through open-market purchases (to the extent such purchases are at or above 100.0% of the principal amount thereof) or by making an offer (in accordance with the procedures set forth in Section 3.09 and Section 4.10(c) hereof) to all
Holders to purchase their Notes at 100.0% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the amount of Notes to be repurchased, to the date of repurchase; or 

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

(iii) to make an Investment in (A) any one or more businesses, provided, that such Investment in any business
is in the form of the acquisition of Capital Stock and results in the Company or any of its Restricted Subsidiaries, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary,
(B) properties or (C) acquisitions of other assets that, in each of (A), (B) and (C), replace the businesses, properties and/or assets that are the subject of such Asset Sale; 
 provided, that, in the case of clauses (ii) and (iii) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment so long
as the Company, or such Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Proceeds will be applied to satisfy such commitment within 180 days of such commitment (an “Acceptable
Commitment”) and, in the event any Acceptable Commitment is later cancelled or terminated for any reason before the Net Proceeds are applied in connection therewith, the Company or such Restricted Subsidiary enters into another Acceptable
Commitment (a “Second Commitment”) within 180 days of such cancellation or termination; provided further that if any Second Commitment is later cancelled or terminated for any reason before such Net Proceeds are applied, then
such Net Proceeds shall constitute Excess Proceeds. 
 (c) Any Net Proceeds from the Asset Sale that are not invested or applied
as provided and within the time period set forth in Section 4.10(b) hereof will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $25.0 million, the Issuers shall make an offer to
all Holders and, if required by the terms of any Indebtedness that is pari passu with the Notes (“Pari Passu Indebtedness”), to the holders of such Pari Passu Indebtedness (an “Asset Sale Offer”), to purchase
the maximum aggregate principal amount of the Notes and such Pari Passu Indebtedness that is in an amount equal to at least $2,000, or an integral multiple of $1,000 thereafter, that may be purchased out of the Excess Proceeds at an offer price in
cash in an amount equal to 100.0% of the principal amount thereof (or accreted value thereof, if less), plus accrued and unpaid interest and Additional Interest, if any, to 

  
 — 84
— 








 
the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture. The Issuers will commence an Asset Sale Offer with respect to Excess Proceeds within
ten Business Days after the date that Excess Proceeds exceed $25.0 million by delivering the notice required pursuant to the terms of this Indenture, with a copy to the Trustee. The Issuers may satisfy the foregoing obligations with respect to any
Net Proceeds from an Asset Sale by making an Asset Sale Offer with respect to such Net Proceeds prior to the expiration of the relevant 365 days (or such longer period provided above) or with respect to Excess Proceeds of $25.0 million or less.

 To the extent that the aggregate amount of Notes and such Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is
less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes or the Pari Passu Indebtedness surrendered by such holders thereof exceeds the amount of
Excess Proceeds, the Trustee shall select the Notes and the Company shall select such Pari Passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered
with adjustments as necessary so that no Notes or Pari Passu Indebtedness will be repurchased in part in an unauthorized denomination. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds that resulted in the Asset Sale Offer
shall be reset to zero (regardless of whether there are any remaining Excess Proceeds upon such completion). 
 (d) Pending the
final application of any Net Proceeds pursuant to this Section 4.10, the holder of such Net Proceeds may apply such Net Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility, including under the Senior
Secured Credit Facilities, or otherwise invest such Net Proceeds in any manner not prohibited by this Indenture. 
 (e) The
notice, if delivered or mailed in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. If (a) the notice is delivered or mailed in a manner herein provided and (b) any
Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other
Holders that properly received such notice without defect. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are
applicable in connection with the repurchase by the Issuers of the Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuers shall
comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in this Indenture by virtue thereof. 
 The provisions of this Section 4.10 may be waived or modified with the written consent of the Holders of a majority in principal amount of the Notes then outstanding. 

Section 4.11. Transactions with Affiliates. 
 (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase
any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Company (each of the foregoing, an “Affiliate
Transaction”) involving aggregate payments or consideration in excess of $10.0 million, unless: 
 (i)
such Affiliate Transaction is on terms that are not materially less favorable to the Company or its 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 on an arm’s-length basis; and 
 (ii) the Company delivers to the Trustee with respect
to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $20.0 million, a resolution adopted by the majority of the board of directors of the Company approving such Affiliate
Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (i) of this Section 4.11(a). 

  
 — 85
— 








 (b) The provisions of Section 4.11(a) hereof shall not apply to the following:

 (i) transactions between or among the Company or any of its Restricted Subsidiaries; 

(ii) Restricted Payments permitted by Section 4.07 hereof and the definition of “Permitted
Investments”; 
 (iii) the payment of management, consulting, monitoring, transaction, advisory and
other fees, indemnities and expenses pursuant to the Management Fee Agreement (plus any unpaid management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses accrued in any prior year) and the termination fees
pursuant to the Management Fee Agreement, or any amendment thereto or replacement thereof so long as any such amendment or replacement is not materially disadvantageous in the good faith judgment of the board of directors of the Company to the
Holders when taken as a whole, as compared to the Management Fee Agreement as in effect on the Issue Date (it being understood that any amendment thereto or replacement thereof to increase the fees payable pursuant to the Management Fee Agreement
would be deemed to be materially disadvantageous to the Holders); 
 (iv) the payment of reasonable and customary
fees and compensation paid to, and indemnities and reimbursements and employment and severance arrangements provided on behalf of or for the benefit of, current or former employees, directors, officers, managers or consultants of the Company, any of
its direct or indirect parent companies or any of its Restricted Subsidiaries; 
 (v) transactions in which the
Company or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of
view or stating that the terms are not materially less favorable to the Company or its 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 on an arm’s-length basis; 
 (vi) any agreement as in effect as of the Issue Date, or any amendment
thereto (so long as any such amendment is not disadvantageous in any material respect to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date); 

(vii) 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 (including any registration rights agreement or purchase agreement related thereto) to which it (or any parent company of the Company which holds, directly or indirectly, 100% of the issued and outstanding
Equity Interests of the Company) is a party as of the Issue Date and any similar agreements which it (or any parent company of the Company which holds, directly or indirectly, 100% of the issued


  
 — 86
— 








 
and outstanding Equity Interests of the Company) may enter into thereafter; provided, that the existence of, or the performance by the Company or any of its Restricted Subsidiaries (or
such parent company) of obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Issue Date shall only be permitted by this clause (vii) to the extent that the terms of any such
amendment or new agreement are not otherwise disadvantageous in any material respect in the good faith judgment of the board of directors of the Company to the Holders when taken as a whole; 

(viii) the Transactions and the payment of all fees and expenses related to the Transactions, including Transaction
Expenses; 
 (ix) transactions with customers, clients, suppliers, contractors, joint venture partners or
purchasers or sellers of goods or services that are Affiliates, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture which are fair to the Company and its Restricted Subsidiaries, in the
reasonable determination of the board of directors of the Company or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; 

(x) the issuance of Equity Interests (other than Disqualified Stock) of the Company to any direct or indirect parent
company of the Company or to any Permitted Holder or to any employee, director, officer, manager or consultant (or their respective Controlled Investment Affiliates or Immediate Family Members) of the Company, any of its direct or indirect parent
companies or any of its Restricted Subsidiaries; 
 (xi) sales of accounts receivable, or participations therein,
or Securitization Assets or related assets in connection with any Qualified Securitization Facility; 
 (xii)
payments by the Company or any of its Restricted Subsidiaries to any of the Investors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation,
in connection with acquisitions or divestitures which payments are approved by a majority of the board of directors of the Company in good faith; 
 (xiii) payments and Indebtedness and Disqualified Stock (and cancellation of any thereof) of the Company and its Restricted Subsidiaries and Preferred Stock (and cancellation of any thereof) of any
Restricted Subsidiary to any future, current or former employee, director, officer, manager or consultant (or their respective Controlled Investment Affiliates or Immediate Family Members) of the Company, any of its Subsidiaries or any of its direct
or indirect parent companies pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement that are, in each case, approved by the Company
in good faith; and any employment agreements, stock option plans and other compensatory arrangements (and any successor plans thereto) and any supplemental executive retirement benefit plans or arrangements with any such employees, directors,
officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members) that are, in each case, approved by the Company in good faith; 

(xiv) (i) investments by Permitted Holders in securities of the Company or any of its Restricted Subsidiaries (and payment
of reasonable out-of-pocket expenses incurred by such Permitted Holders in connection therewith) so long as (A) the investment is being offered by the Company or such Restricted Subsidiary generally to other investors on the same or more
favorable 

  
 — 87
— 








 
terms and (B) the investment constitutes less than 5.0% of the proposed or outstanding issue amount of such class of securities (provided, that any investments in debt securities by
any Debt Fund Affiliates shall not be subject to the limitation in this clause (B)), and (ii) payments to Permitted Holders in respect of securities of the Company or any of its Restricted Subsidiaries contemplated in the foregoing subclause
(i) or that were acquired from Persons other than the Company and its Restricted Subsidiaries, in each case, in accordance with the terms of such securities; 

(xv) payments to or from, and transactions with, any joint venture in the ordinary course of business (including, without
limitation, any cash management activities related thereto); 
 (xvi) payments by the Company (and any direct or
indirect parent company thereof) and its Subsidiaries pursuant to tax sharing agreements among the Company (and any such parent company) and its Subsidiaries, to the extent such payments are permitted under Section 4.07(b)(xv)(B) hereof;

 (xvii) any lease entered into between the Company or any Restricted Subsidiary, as lessee, and any Affiliate
of the Company, as lessor, which is approved by a majority of the disinterested members of the board of directors of the Company in good faith; 
 (xviii) intellectual property licenses in the ordinary course of business; 
 (xix) any payments by the Company and the Company’s Subsidiaries made pursuant to any Tax Receivable Agreement; and 

(xx) the payment of reasonable out-of-pocket costs and expenses relating to registration rights and indemnities provided
to stockholders of the Company or any direct or indirect parent thereof pursuant to the stockholders agreement or the registration rights agreement entered into on the Issue Date in connection therewith. 

Section 4.12. Liens. The Company will not, and will not permit the Co-Issuer or any Guarantor to, directly or
indirectly, create, incur, assume or suffer to exist any Lien (except Permitted Liens) that secures Obligations under any Indebtedness or any related Guarantee of Indebtedness, on any asset or property of the Company, the Co-Issuer or any Guarantor,
or any income or profits therefrom, or assign or convey any right to receive income therefrom, unless: 
 (a) in
the case of Liens securing Subordinated Indebtedness, the Notes and related Guarantees are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens; and 

(b) in all other cases, the Notes or the Guarantees are equally and ratably secured, 

except that the foregoing shall not apply to or restrict (A) Liens securing obligations in respect of the Notes, Exchange Notes and the related
Guarantees, (B) Liens securing obligations in respect of (x) Indebtedness and other Obligations permitted to be incurred under Credit Facilities, including any letter of credit facility relating thereto, that was permitted by the terms of
this Indenture to be incurred pursuant to clause (i) of Section 4.09(b) hereof and (y) obligations of the Issuers or any Subsidiary in respect of any Bank Products provided by any lender party to any Senior Secured Credit Facilities
or any Affiliate of such lender (or any Person that was a lender or an Affiliate of a lender at the time the applicable agreements pursuant to which such Bank Products are provided were entered into) and (C) Liens securing obligations in
respect of Indebtedness permitted to be incurred under Section 4.09 hereof; provided, that, with respect to Liens securing Indebtedness permitted under this subclause (C), at the time of incurrence and after giving pro forma
effect thereto and the application of the net proceeds thereof, the Consolidated Secured Debt Ratio would be no greater than 3.50 to 1.00. 

  
 — 88
— 








 Any Lien created for the benefit of the Holders of the Notes pursuant to this
Section 4.12 shall be deemed automatically and unconditionally released and discharged upon the release and discharge of each of the Liens described in clauses (a) and (b) above. 

Section 4.13. Company 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 its company existence, and the corporate, partnership or other existence of each of its Restricted Subsidiaries, in accordance with the respective organizational documents (as the same may be
amended from time to time) of the Company or any such Restricted Subsidiary; provided, that the Company shall not be required to preserve the corporate, partnership or other existence of any of its Restricted Subsidiaries (other than the
Co-Issuer), if the Company in good faith shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Restricted Subsidiaries, taken as a whole. 

Section 4.14. Offer to Repurchase Upon Change of Control. If a Change of Control occurs after the Issue Date, unless
the Issuers have previously or concurrently delivered a redemption notice with respect to all the outstanding Notes pursuant to Section 3.07 hereof, the Issuers shall make an offer to purchase all of the Notes pursuant to the offer described
below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101.0% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Interest, if any,
to the date of purchase, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, except to the extent that the Issuers have
exercised the right to redeem the Notes pursuant to Section 3.07, the Issuers shall deliver notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee, to each Holder to the address of such Holder
appearing in the Note Register or otherwise in accordance with the Applicable Procedures with the following information: 
 (a) that a Change of Control Offer is being made pursuant to this Section 4.14 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the
Issuers; 
 (b) the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60
days from the date such notice is delivered (the “Change of Control Payment Date”); 
 (c) that
any Note not properly tendered will remain outstanding and continue to accrue interest; 
 (d) that unless the
Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest on the Change of Control Payment Date; 

(e) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall be required to surrender
such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third
Business Day preceding the Change of Control Payment Date; 

  
 — 89
— 








 (f) that Holders shall be entitled to withdraw their tendered Notes and
their election to require the Issuers to purchase such Notes; provided, that the Paying Agent receives, not later than the close of business on the second Business Day prior to the expiration date of the Change of Control Offer, a facsimile
transmission or letter setting forth the name of the Holder, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes, or a specified portion thereof, and its election to have such Notes
purchased; 
 (g) that if the Issuers are redeeming less than all of the Notes, the Holders of the remaining
Notes shall be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to at least $2,000 or any integral multiple of $1,000 in
excess of $2,000; 
 (h) if such notice is delivered prior to the occurrence of a Change of Control, stating that
the Change of Control Offer is conditional on the occurrence of such Change of Control; and 
 (i) the other
instructions, as determined by the Issuers, consistent with this Section 4.14 that a Holder must follow in order to have the Notes repurchased. 
 The notice, if delivered or mailed in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. If (a) the notice is delivered or
mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the
proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations
thereunder to the extent such laws or regulations are applicable in connection with the repurchase by the Issuers of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with
the provisions of this Indenture, the Issuers will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations described in this Indenture by virtue thereof. 

(j) On the Change of Control Payment Date, the Issuers will, to the extent permitted by law: 

(i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;

 (ii) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of
all Notes or portions thereof so tendered; and 
 (iii) deliver, or cause to be delivered, to the Trustee for
cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuers. 

(k) The Issuers shall not be required to make a Change of Control Offer following a Change of Control if a third party
makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not
withdrawn under such Change of Control Offer. 

  
 — 90
— 








 (l) Notwithstanding anything to the contrary herein, a Change of Control
Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. 

(m) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall
be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof, and references therein to “redeem,” “redemption,” “Redemption Date” and similar words shall be deemed to refer to “purchase,”
“repurchase” and “Change of Control Payment Date” and similar words, as applicable. 
 The provisions of
this Section 4.14 may be waived or modified with the written consent of the Holders of a majority in principal amount of the Notes then outstanding. 
 Section 4.15. Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Company shall not permit any of its Wholly-Owned Subsidiaries that are Restricted Subsidiaries
(and non-Wholly-Owned Subsidiaries if such non-Wholly-Owned Subsidiaries guarantee other capital markets debt securities of the Company , the Co-Issuer or any Guarantor), other than a Guarantor, the Co-Issuer or a Foreign Subsidiary or a
Securitization Subsidiary, to guarantee the payment of any Indebtedness of the Company, the Co-Issuer or any Guarantor unless: 
 (a) such Restricted Subsidiary within 30 days after the guarantee of such Indebtedness executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D
hereto, providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Company, the Co-Issuer or any Guarantor: 

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

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

provided, that this Section 4.15 shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person
became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. The Company may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be
a Guarantor to become a Guarantor, in which case such Subsidiary shall not be required to comply with the 30 day period described in clause (a) of this Section 4.15. 
 Section 4.16. Suspension of Covenants. 
 (a)
During any period of time that (i) the Notes have Investment Grade Ratings from both Rating Agencies and (ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses
(i) and (ii) being collectively referred to as a “Covenant Suspension Event” and the date thereof being referred to as the “Suspension Date”) then, Section 4.07, Section 4.08, Section 4.09,
Section 4.10, Section 4.11, Section 4.15 and clause (iv) of Section 5.01(a) hereof shall not be applicable to the Notes (collectively, the “Suspended Covenants”). 

  
 — 91
— 








 (b) During any period that the foregoing covenants have been suspended, the Company may not
designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to the second sentence of the definition of “Unrestricted Subsidiary.” 
 (c) In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing, and on any subsequent
date (the “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating, then the Company and its Restricted Subsidiaries
will thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events. The period of time between the Suspension Date and the Reversion Date is referred to in this Indenture as the “Suspension
Period.” Additionally, upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds shall be reset to zero. 
 (d) Notwithstanding the foregoing, in the event of any such reinstatement of the Suspended Covenants, no action taken or omitted to be taken by the Company or any of its Restricted Subsidiaries prior to
such reinstatement will give rise to a Default or Event of Default under this Indenture with respect to the Notes; provided, that (i) with respect to Restricted Payments made after such reinstatement, the amount available to be made as
Restricted Payments will be calculated as though Section 4.07 hereof had been in effect prior to, but not during, the Suspension Period; (ii) all Indebtedness incurred, or Disqualified Stock issued, during the Suspension Period will be
classified to have been incurred or issued pursuant to clause (iii) of Section 4.09(b) hereof; (iii) any Affiliate Transaction entered into after such reinstatement pursuant to an agreement entered into during any Suspension Period
shall be deemed to be permitted pursuant to clause (vi) of Section 4.11(b) hereof; (iv) any encumbrance or restriction on the ability of any Restricted Subsidiary that is not a Guarantor to take any action described in clauses
(i) through (iii) of Section 4.08(a) hereof that becomes effective during any Suspension Period shall be deemed to be permitted pursuant to clause (i) of Section 4.08(b) hereof; and (v) no Subsidiary of the Company
shall be required to comply with Section 4.15 hereof after such reinstatement with respect to any guarantee entered into by such Subsidiary during any Suspension Period. 
 (e) The Trustee shall have no obligation to determine if a Suspension Period has commenced or terminated or to provide Holders with notice of the commencement or termination of a Suspension Period.

 Section 4.17. Limitation on Business Activities of the Co-Issuer. 

The Co-Issuer may not hold any assets, become liable for any obligations or engage in any business activities; provided that it may be a
co-obligor with respect to the Notes or any other Indebtedness issued by the Company and may engage in any activities directly related thereto or necessary in connection therewith. The Co-Issuer shall be a Wholly-Owned Subsidiary of the Company (or
its permitted successors) at all times. 

  
 — 92
— 








 ARTICLE 5 
 SUCCESSORS 
 Section 5.01. Merger,
Consolidation or Sale of All or Substantially All Assets. 
 (a) The Company may not consolidate or merge with or into or
wind up into (whether or not the Company is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:

 (i) the Company is the surviving Person or the Person formed by or surviving any such consolidation,
amalgamation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made, is a Person organized or existing under the laws of the United States, any state thereof, the
District of Columbia, or any territory thereof (such Person, as the case may be, being herein called the “Successor Company”); provided, that in the case where the surviving Person is not a corporation, a co-obligor of the
Notes is a corporation; 
 (ii) the Successor Company, if other than the Company, expressly assumes all the
obligations of the Company under the Notes pursuant to supplemental indentures or other documents or instruments; 
 (iii) immediately after such transaction, no Default exists; 
 (iv)
immediately after giving pro forma effect to such transaction and any related financing transactions, as if such transactions had occurred at the beginning of the applicable four-quarter period, 

(A) the Successor Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed
Charge Coverage Test, or 
 (B) the Fixed Charge Coverage Ratio for the Successor Company and its Restricted
Subsidiaries would be equal to or greater than the Fixed Charge Coverage Ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction; 

(v) each Guarantor, unless it is the other party to the transactions described above, in which case
Section 5.01(c)(i)(B) hereof shall apply, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under this Indenture, the Notes and the Registration Rights Agreement; and 

(vi) the Co-Issuer, unless it is the party to the transactions described above, in which case clause (e)(iii) of this
Section 5.01 hereof shall apply, shall have by supplemental indenture confirmed that it continues to be a co-obligor of the Notes; and 
 (vii) the Company (or, if applicable, the Successor Company) shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger,
amalgamation or transfer and such supplemental indentures, if any, comply with this Indenture. 
 (b) The Successor Company
shall succeed to, and be substituted for, the Company under this Indenture, the Guarantees and the Notes, as applicable. Notwithstanding clauses (iii) and (iv) of Section 5.01(a) hereof, 

  
 — 93
— 








 (i) any Restricted Subsidiary may consolidate or amalgamate with or merge
with or into or transfer all or part of its properties and assets to the Company, and 
 (ii) the Company may
merge with an Affiliate of the Company solely for the purpose of reorganizing the Company in the United States, any state thereof, the District of Columbia or any territory thereof so long as the amount of Indebtedness of the Company and its
Restricted Subsidiaries is not increased thereby. 
 (c) Subject to Section 10.06 hereof, no Guarantor shall, and the
Company shall not permit any Guarantor to, consolidate, amalgamate or merge with or into or wind up into (whether or not such Guarantor is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially
all of its properties or assets, in one or more related transactions, to any Person unless: 
 (i) (A) such Guarantor is the
surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a Person
organized or existing under the laws of the jurisdiction of organization of such Guarantor, as applicable, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such surviving Guarantor or such
Person, as the case may be, being herein called the “Successor Person”); 
 (B) the Successor
Person, if other than such Guarantor, expressly assumes all the obligations of such Guarantor under this Indenture and such Guarantor’s related Guarantee pursuant to supplemental indentures or other documents or instruments; 

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

(D) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating
that such consolidation, merger, amalgamation or transfer and such supplemental indentures, if any, comply with this Indenture; 
 (ii) the transaction is made in compliance with Section 4.10(a) hereof; or 
 (iii) in the case of assets comprised of Equity Interests of Subsidiaries that are not Guarantors, such Equity Interests are sold, assigned, transferred, leased, conveyed or otherwise disposed of to one
or more Restricted Subsidiaries. 
 (d) Subject to Section 10.06 hereof, the Successor Person shall succeed to, and be
substituted for, such Guarantor under this Indenture and such Guarantor’s Guarantee. Notwithstanding the foregoing, any Guarantor may (1) merge or consolidate with or into, wind up into or transfer all or part of its properties and assets
to another Guarantor or the Company, (2) merge with an Affiliate of the Company solely for the purpose of reincorporating the Guarantor in the United States, any state thereof, the District of Columbia or any territory thereof, (3) convert
into a corporation, partnership, limited partnership, limited liability company or trust organized or existing under the laws of the jurisdiction of organization of such Guarantor or (4) liquidate or dissolve or change its legal form if the
Company determines in good faith that such action is in the best interests of the Company. 
 (e) The Co-Issuer shall not,
directly or indirectly, consolidate or merge with or into or wind up into (whether or not the Co-Issuer is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the Co-Issuer’s
properties or assets, in one or more related transactions, to any Person unless: 
 (i) (A) concurrently
therewith, a corporate Wholly-Owned Restricted Subsidiary of the Company organized and validly existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof (which may be the continuing Person as
a result of such transaction) expressly assumes all the obligations of the Co-Issuer under the Notes, pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee, and the Registration Rights
Agreement if the exchange offer contemplated therein has not been consummated or if the Issuers continue to have an obligation to file or maintain the effectiveness of a shelf registration statement as provided under such agreement; or 

  
 — 94
— 








 (B) after giving effect thereto, at least one obligor on the notes shall be
a corporation organized and validly existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof; 
 (ii) immediately after such transaction, no Default exists; and 

(iii) the Co-Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each
stating that such consolidation, merger or transfer and such supplemental indenture, if any, comply with this Indenture. 

Section 5.02. Successor Person Substituted. Upon any consolidation, amalgamation or merger, or any sale, assignment,
transfer, lease, conveyance or other disposition of all or substantially all of the assets of an Issuer or a Guarantor in accordance with Section 5.01 hereof, the successor Person formed by such consolidation or into or with which such Issuer
or such Guarantor, as applicable, 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 such Issuer or such Guarantor, as applicable, shall refer instead to the successor Person, as applicable, and not to such Issuer or such Guarantor, as applicable),
and may exercise every right and power of such Issuer or such Guarantor, as applicable, under this Indenture with the same effect as if such successor Person, as applicable, had been named as an Issuer or a Guarantor, as applicable, herein;
provided that the predecessor Issuer shall not be relieved from the obligation to pay the principal of and interest on the Notes except in the case of a sale, assignment, transfer, lease, conveyance or other disposition of all or
substantially all of an Issuer’s assets that meets the requirements of Section 5.01 hereof. 
 ARTICLE 6 

DEFAULTS AND REMEDIES 

Section 6.01. Events of Default. 
 (a) An “Event of Default,” wherever used herein, means any one of the following events: 
 (i) default in payment when due and payable, upon redemption, acceleration or otherwise, of principal of, or premium, if any, on the Notes; 

(ii) default for 30 days or more in the payment when due of interest or Additional Interest, if any, on or with respect to
the Notes; 
 (iii) subject to Section 4.03(d) hereof, failure by the Company, Co-Issuer or any Guarantor
for 60 days after receipt of written notice given by the Trustee or the Holders of not less than 25.0% in principal amount of the then outstanding Notes to comply with any of its obligations, covenants or agreements (other than a default referred to
in clause (i) or (ii) above) contained in this Indenture or the Notes; 

  
 — 95
— 








 (iv) default under any mortgage, indenture or instrument under which there
is issued or by which there is secured or evidenced any Indebtedness for money borrowed by the Company, the Co-Issuer or any Restricted Subsidiary or the payment of which is guaranteed by the Company, the Co-Issuer or any Restricted Subsidiary,
other than Indebtedness owed to the Company or a Restricted Subsidiary, whether such Indebtedness or guarantee now exists or is created after the issuance of the Notes, if both: 

(A) such default either results from the failure to pay any principal of such Indebtedness at its stated final maturity
(after giving effect to any applicable grace periods) or relates to an obligation other than the obligation to pay principal of any such Indebtedness at its stated final maturity and results in the holder or holders of such Indebtedness causing such
Indebtedness to become due prior to its stated maturity; and 
 (B) the principal amount of such Indebtedness,
together with the principal amount of any other such Indebtedness in default for failure to pay principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregate
$30.0 million or more outstanding; 
 (v) failure by the Company, the Co-Issuer or any Significant Subsidiary (or
any group of Restricted Subsidiaries that together (as of the latest audited consolidated financial statements of the Company for a fiscal quarter end provided as required under Section 4.03 hereof) would constitute a Significant Subsidiary) to
pay final judgments aggregating in excess of $30.0 million (net of amounts covered by insurance policies issued by reputable insurance companies), which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after
such judgment becomes final, and in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed; 

(vi) the Company or any Significant Subsidiary (or any group of Restricted Subsidiaries that together (as of the latest
audited consolidated financial statements of the Company for a fiscal quarter end provided as required under Section 4.03 hereof) would constitute a Significant Subsidiary), pursuant to or within the meaning of any Bankruptcy Law: 

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

(B) consents to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or
answer or consent seeking reorganization or relief under applicable Bankruptcy Law; 
 (C) consents to the
appointment of a receiver, liquidator, assignee, trustee, sequestrator or other similar official of it or for all or substantially all of its property; 
 (D) makes a general assignment for the benefit of its creditors; or 

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

  
 — 96
— 








 (vii) a court of competent jurisdiction enters an order or decree under any
Bankruptcy Law that: 
 (A) is for relief against the Company or any Significant Subsidiary (or any group of
Restricted Subsidiaries that together (as of the latest audited consolidated financial statements of the Company for a fiscal quarter end provided as required under Section 4.03 hereof) would constitute a Significant Subsidiary), in a
proceeding in which the Company or any such Subsidiary or such group of Restricted Subsidiaries is to be adjudicated bankrupt or insolvent; 
 (B) appoints a receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or any Significant Subsidiary (or any group of Restricted Subsidiaries that together (as of
the latest audited consolidated financial statements of the Company for a fiscal quarter end provided as required under Section 4.03 hereof) would constitute a Significant Subsidiary), or for all or substantially all of the property of the
Company or any such Subsidiary or such group of Restricted Subsidiaries; or 
 (C) orders the liquidation of the
Company or any Significant Subsidiary (or any group of Restricted Subsidiaries that together (as of the latest audited consolidated financial statements of the Company for a fiscal quarter end provided as required under Section 4.03 hereof)
would constitute a Significant Subsidiary); 
 and the order or decree remains unstayed and in effect for 60
consecutive days; or 
 (viii) the Guarantee of any Significant Subsidiary (or any group of Restricted
Subsidiaries that together (as of the latest audited consolidated financial statements of the Company for a fiscal quarter end provided as required under Section 4.03 hereof) would constitute a Significant Subsidiary) shall for any reason cease
to be in full force and effect or be declared null and void or any responsible officer of any Guarantor that is a Significant Subsidiary (or the responsible officers of any group of Restricted Subsidiaries that together (as of the latest audited
consolidated financial statements of the Company for a fiscal quarter end provided as required under Section 4.03 hereof) would constitute a Significant Subsidiary), as the case may be, denies in writing that it has any further liability under
its Guarantee or gives written notice to such effect, other than by reason of the termination of this Indenture or the release of any such Guarantee in accordance with this Indenture. 

(b) In the event of any Event of Default specified in clause (iv) of Section 6.01(a) hereof, such Event of Default and all
consequences thereof (excluding any resulting payment default, other than as a result of acceleration of the Notes) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after
such Event of Default arose: 
 (i) the Indebtedness or guarantee that is the basis for such Event of Default has
been discharged; 
 (ii) holders thereof have rescinded or waived the acceleration, notice or action (as the case
may be) giving rise to such Event of Default; or 
 (iii) the default that is the basis for such Event of Default
has been cured. 
 Section 6.02. Acceleration. If any Event of Default (other than an Event of Default of the
type specified in clause (vi) or (vii) of Section 6.01(a) hereof) occurs and is continuing under this Indenture, the Trustee or the Holders of at least 25.0% in principal amount of the then total outstanding Notes may, by notice to
the Issuers and the Trustee, in either case specifying in such notice the respective 

  
 — 97
— 








 
Event of Default and that such notice is a “notice of acceleration”, declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding
Notes to be due and payable immediately. 
 Upon the effectiveness of such declaration, such principal of and premium, if any,
and interest will be due and payable immediately. 
 Notwithstanding the foregoing, in the case of an Event of Default arising
under clause (vi) or (vii) of Section 6.01(a) hereof, all outstanding Notes will become due and payable without further action or notice. The Trustee may withhold from the Holders notice of any continuing Default, except a Default
relating to the payment of principal, premium, if any, or interest, if it determines that withholding notice is in their interest. 
 Section 6.03. Other Remedies. If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal, premium, if any, and
interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture. 
 The Trustee may maintain
a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not
impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law. 
 Section 6.04. Waiver of Past Defaults. Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee (with a copy to the Issuers,
provided, that any waiver or rescission under this Section 6.04 shall be valid and binding notwithstanding the failure to provide a copy of such notice to the Issuers) may on behalf of all the Holders waive any existing Default and its
consequences under this Indenture (except a continuing Default in the payment of interest on, premium, if any, or the principal of any Notes held by a non-consenting Holder) (including in connection with an Asset Sale Offer or a Change of Control
Offer) and rescind any acceleration with respect to the Notes and its consequences under this Indenture (except if such rescission would conflict with any judgment of a court of competent jurisdiction). 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 thereto. 

Section 6.05. Control by Majority. Subject to Section 7.01(e) hereof, Holders of a majority in aggregate
principal amount of the then total outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee and the Trustee
may take any other action deemed proper by the Trustee that is not inconsistent with such direction. The Trustee, however, may refuse to follow any direction that conflicts with law or this Indenture or that the Trustee determines is unduly
prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. 
 Section 6.06.
Limitation on Suits. Subject to Section 6.07 hereof, no Holder of a Note may pursue any remedy with respect to this Indenture or the Notes unless: 
 (a) such Holder has previously given the Trustee written notice that an Event of Default is continuing; 

  
 — 98
— 








 (b) Holders of at least 25.0% in principal amount of the total outstanding Notes have
requested in writing the Trustee to pursue the remedy; 
 (c) the Holders have offered the Trustee security or indemnity
reasonably satisfactory to it against any loss, liability or expense; 
 (d) the Trustee has not complied with such request
within 60 days after the receipt thereof and the offer of security or indemnity; and 
 (e) Holders of a majority in aggregate
principal amount of the then total outstanding Notes have not given the Trustee a direction in writing inconsistent with such written request within such 60-day period. 
 Section 6.07. Rights of Holders to Receive Payment. Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of principal, premium, if
any, and Additional Interest, if any, and interest on the Note, on or after the respective due dates expressed in the Note (including in connection with an Asset Sale Offer or a Change of Control Offer), or to bring suit for the enforcement of any
such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder. 

Section 6.08. Collection Suit by Trustee. If an Event of Default specified in Section 6.01(a)(i) or
(ii) hereof occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Issuers for the whole amount of principal of, premium, if any, Additional Interest, if any, and
interest remaining unpaid on, the Notes and interest on overdue principal, if applicable, and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel. 
 Section 6.09.
Restoration of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been
determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceedings, the Issuers, the Trustee and the Holders shall be restored severally and respectively to their former positions
hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding has been instituted. 
 Section 6.10. Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in Section 2.07
hereof, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition
to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of
any other appropriate right or remedy. 
 Section 6.11. Delay or Omission Not Waiver. No delay or omission of
the Trustee or of any Holder of any Note to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy
given by this Article 6 or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be. 

  
 — 99
— 








 Section 6.12. Trustee May File Proofs of Claim. The Trustee is authorized
to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel) and the Holders allowed in any judicial proceedings relative to the Issuers (or any other obligor upon the Notes including the Guarantors), their creditors or their property and shall be entitled and empowered to participate as a
member in any official committee of creditors appointed in such matter and to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby
authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out
of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein
contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to
authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding. 
 Section 6.13.
Priorities. If the Trustee or any Agent collects any money or property pursuant to this Article 6, it shall pay out the money or property in the following order: 
 (a) to the Trustee, such Agent, their agents and attorneys for amounts due under Section 7.07 hereof, including payment of all compensation, expenses and liabilities incurred, and all advances made,
by the Trustee or such Agent and the costs and expenses of collection; 
 (b) to Holders for amounts due and unpaid on the Notes
for principal, premium, if any, Additional Interest, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, and interest, respectively; and

 (c) to the Issuers or to such party as a court of competent jurisdiction shall direct including a Guarantor, if applicable.

 The Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 6.13. 

Section 6.14. Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in
any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may
assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.14 does
not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10.0% in principal amount of the then outstanding Notes. 

  
 — 100
— 








 ARTICLE 7 
 TRUSTEE 
 Section 7.01. Duties of Trustee.

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

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

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

(ii) in the absence of willful misconduct or bad faith on its part, the Trustee may conclusively rely, as to the truth of
the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any
provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not investigate or confirm
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: 
 (i) this paragraph does not limit the effect of paragraph (b) of this Section 7.01; 
 (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved in a court of competent jurisdiction that the Trustee was negligent in
ascertaining the pertinent facts; and 
 (iii) the Trustee shall not be liable with respect to any action it
takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.02, 6.04 or 6.05 hereof. 
 (d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section 7.01.

 (e) The Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or
direction of any of the Holders unless the Holders have offered to the Trustee indemnity or security reasonably satisfactory to it against any loss, liability or expense. 
 (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuers. Money held in trust by the Trustee need not be segregated from
other funds except to the extent required by law. 

  
 — 101
— 








 Section 7.02. Rights of Trustee. 

(a) The Trustee may conclusively rely upon any document believed by it to be genuine and to have been signed or presented by the proper
Person. The Trustee need not investigate any fact or matter stated in the document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine
to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuers and its Restricted Subsidiaries, personally or by agent or attorney at the sole cost of the Issuers and shall incur no
liability or additional liability of any kind by reason of such inquiry or investigation. 
 (b) Before the Trustee acts or
refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of
Counsel. The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it
hereunder in good faith and in reliance thereon. 
 (c) The Trustee may act through its attorneys and agents and shall not be
responsible for the misconduct or negligence of any agent or attorney appointed with due care. 
 (d) The Trustee shall not be
liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture. 
 (e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuers shall be sufficient if signed by an Officer of each Issuer. 

(f) None of the provisions of this Indenture shall require the Trustee to expend or risk its own funds or otherwise to incur any
liability, financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if an indemnity satisfactory to it against such risk or liability is not assured to it. 

(g) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has
actual knowledge thereof or unless written notice of any event which is in fact such a Default or Event of Default is received by the Trustee at the Corporate Trust Office, and such notice references the Notes and this Indenture. 

(h) In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever
(including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. 

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

(j) In the event the Issuers are required to pay Additional Interest, the Issuers will provide written notice to the Trustee of the
Issuers’ obligation to pay Additional Interest no later than 15 days prior to the next Interest Payment Date, which notice shall set forth the amount of the Additional Interest to be paid by the Issuers. The Trustee shall not at any time be
under any duty or responsibility to any Holders to determine whether the Additional Interest is payable and the amount thereof. 

  
 — 102
— 








 (k) Delivery of reports, information and documents (including without limitation reports
contemplated under Section 4.03 hereof) 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 Issuers compliance with any of the Issuers’ covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). 

(l) The permissive rights of the Trustee to take certain actions under this Indenture shall not be construed as a duty unless so
specified herein. 
 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 Issuers or any of their Affiliates 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 the Indenture has been qualified under the Trust Indenture Act) or resign. Any Agent may do the same with like rights and duties. The Trustee
is also subject to Sections 7.10 and 7.11 hereof. 
 Section 7.04. Trustee’s Disclaimer. The Trustee
shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Issuers’ use of the proceeds from the Notes or any money paid to the Issuers or upon the
Issuers’ direction under any provision of this Indenture, it shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital
herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication. 
 Section 7.05. Notice of Defaults. If a Default occurs and is continuing and if it is known to the Trustee, the Trustee shall deliver to Holders a notice of the Default within 90 days
after it occurs, unless such Default shall have been cured or waived, or if discovered after 90 days, promptly thereafter. The Trustee may withhold from the Holders notice of any continuing Default, except a Default relating to the payment of
principal, premium, if any, or interest, if it determines that withholding notice is in their interest. 
 Section 7.06.
Reports by Trustee to Holders. Within 60 days after each January 15, beginning on January 15, 2013 following the date of this Indenture, and for so long as Notes remain outstanding, the Trustee shall mail to the Holders a brief
report dated as of such reporting date that complies with Trust Indenture Act Section 313(a) (but if no event described in Trust Indenture Act Section 313(a) has occurred within the twelve months preceding the reporting date, no report
need be transmitted). The Trustee also shall comply with Trust Indenture Act Section 313(b)(2). The Trustee shall also transmit by mail all reports as required by Trust Indenture Act Section 313(c). 

A copy of each report at the time of its mailing to the Holders shall be mailed to the Issuers and filed with the SEC and each stock
exchange on which the Notes are listed in accordance with Trust Indenture Act Section 313(d). The Issuers shall promptly notify the Trustee when the Notes are listed on any stock exchange or delisted therefrom. 

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

  
 — 103
— 








 The Issuers and the Guarantors, jointly and severally, shall indemnify the Trustee and its
officers, directors, employees, agents and any predecessor trustee and its officers, directors, employees and agents for, and hold the Trustee harmless against, any and all loss, damage, claims, liability or expense (including reasonable
attorneys’ fees) incurred by it in connection with the acceptance or administration of this trust and the performance of its duties hereunder (including the reasonable costs and expenses of enforcing this Indenture against the Issuers or any of
the Guarantors (including this Section 7.07) or defending itself against any claim whether asserted by any Holder, the Issuers or any Guarantor, or liability in connection with the acceptance, exercise or performance of any of its powers or
duties hereunder) (but excluding taxes imposed on such Persons in connection with compensation for such administration or performance). The Trustee shall notify the Issuers promptly of any claim of which a Responsible Officer has received written
notice for which it may seek indemnity. Failure by the Trustee to so notify the Issuers shall not relieve the Issuers of their obligations hereunder. The Issuers shall defend the claim and the Trustee may have separate counsel and the Issuers shall
pay the reasonable fees and expenses of such counsel. Neither the Issuers nor any Guarantor need reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee’s own willful misconduct,
negligence or bad faith. Neither the Issuers nor any Guarantor need pay for any settlement made without its consent. 
 The
obligations of the Issuers under this Section 7.07 shall survive the satisfaction and discharge of this Indenture or the earlier resignation or removal of the Trustee. 
 To secure the payment obligations of the Issuers and the Guarantors in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee,
except money or property held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture. 
 When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(a)(vi) or Section 6.01(a)(vii) hereof occurs, the expenses and the compensation for the
services (including the reasonable fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. 
 The Trustee shall comply with the provisions of Trust Indenture Act Section 313(b)(2) to the extent applicable. 
 Section 7.08. Replacement of Trustee. A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s
acceptance of appointment as provided in this Section 7.08. The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Issuers. The Holders of a majority in principal amount of the then
outstanding Notes may remove the Trustee by so notifying the Trustee and the Issuers in writing. The Issuers may remove the Trustee if: 
 (a) the Trustee fails to comply with Section 7.10 hereof or Trust Indenture Act Section 310; 
 (b) the Trustee is adjudged bankrupt or insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; 

(c) a custodian or public officer takes charge of the Trustee or its property; or 

(d) the Trustee becomes incapable of acting. 

  
 — 104
— 








 If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any
reason, the Issuers shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes may appoint a successor Trustee to replace the
successor Trustee appointed by the Issuers. 
 If a successor Trustee does not take office within 60 days after the retiring
Trustee resigns or is removed, the retiring Trustee (at the Issuers’ expense), the Issuers or the Holders of at least 10% in principal amount of the then outstanding Notes, may petition any court of competent jurisdiction for the appointment of
a successor Trustee. 
 If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails
to comply with Section 7.10 hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. 

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuers. Thereupon, the
resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to
Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee; provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07
hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Issuers’ obligations under Section 7.07 hereof shall continue for the benefit of the retiring Trustee. 

Section 7.09. Successor Trustee by Merger, etc. If the Trustee consolidates, merges or converts into, or transfers all
or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act shall be the successor Trustee. 
 Section 7.10. Eligibility; Disqualification. There shall at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of
America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has, together with its parent, a combined capital and
surplus of at least $50,000,000 as set forth in its most recent published annual report of condition. 
 This Indenture shall
always have a Trustee who satisfies the requirements of Trust Indenture Act Sections 310(a)(1), (2) and (5). The Trustee is subject to Trust Indenture Act Section 310(b). 

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

 ARTICLE 8 
 LEGAL DEFEASANCE AND COVENANT DEFEASANCE 
 Section 8.01. Option to Effect Legal Defeasance or Covenant Defeasance. The Issuers may, at their option and at any time, elect to have either Section 8.02 or 8.03 hereof applied
to all outstanding Notes and all obligations of the Guarantors with respect to the Guarantees upon compliance with the conditions set forth below in this Article 8. 

  
 — 105
— 








 Section 8.02. Legal Defeasance and Discharge. Upon the Issuers’
exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged
from their obligations with respect to all outstanding Notes and Guarantees and all Events of Default cured on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that
the Issuers and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof
and the other Sections of this Indenture referred to in (a) and (b) below (it being understood that such Notes shall not be deemed outstanding for accounting purposes), and to have satisfied all their other obligations under such Notes and
this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same) and to have cured all then existing Events of Default, except for the
following provisions which shall survive until otherwise terminated or discharged hereunder: 
 (a) the rights of Holders to
receive payments in respect of the principal of, premium, if any, and interest on the Notes when such payments are due solely out of the trust created pursuant to this Indenture referred to in Section 8.04 hereof; 

(b) the Issuers’ obligations with respect to Notes concerning issuing temporary Notes, registration of such Notes, mutilated,
destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust; 
 (c) the rights, powers, trusts, duties and immunities of the Trustee, and the Issuers’ obligations in connection therewith; and 

(d) this Section 8.02. 
 Subject to compliance with this Article 8, the Issuers may exercise their option under this Section 8.02 notwithstanding the prior exercise of their option under Section 8.03 hereof. 

Section 8.03. Covenant Defeasance. Upon the Issuers’ exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Issuers and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 4.03, 4.04,
4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15 and 4.17 hereof and clauses (iv) and (v) of Section 5.01(a) and Sections 5.01(c), 5.01(d) and 5.01(e) hereof with respect to the outstanding Notes on and after the date the
conditions set forth in Section 8.04 hereof are satisfied (“Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of
Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for
accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the Guarantees, the Issuers and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or
limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and
such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees shall be unaffected thereby. In addition,
upon the Issuers’ 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, Section 6.01(a)(iii) (solely


  
 — 106
— 








 
with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii)
(solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viii) hereof shall not constitute Events of Default. 
 Section 8.04. Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes:

 In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the Notes: 

(a) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, U.S.
Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest due on the Notes on the
stated maturity date or on the Redemption Date, as the case may be, of such principal, premium, if any, or interest on such Notes and the Company must specify whether such Notes are being defeased to maturity or to a particular Redemption Date;
provided, that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable
Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to the date
of redemption. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered by the Issuers to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium
Deficit shall be applied toward such redemption; 
 (b) in the case of Legal Defeasance, the Company shall have delivered to the
Trustee an Opinion of Counsel confirming that, subject to customary assumptions and exclusions, 
 (i) the
Issuers have received from, or there has been published by, the United States Internal Revenue Service a ruling, or 
 (ii) since the issuance of the Notes, there has been a change in the applicable U.S. federal income tax law, 
 in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders will not recognize income, gain or loss for
U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance
had not occurred; 
 (c) in the case of Covenant Defeasance, the Issuers shall have delivered to the Trustee an Opinion of
Counsel confirming that, subject to customary assumptions and exclusions, the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax
on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; 
 (d) no Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of
Liens in connection therewith) shall have occurred and be continuing on the date of such deposit; 

  
 — 107
— 








 (e) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation
of, or constitute a default under, the Senior Secured Credit Facilities or any other material agreement or instrument (other than this Indenture) to which the Issuers or any Guarantor is a party or by which the Issuers or any Guarantor is bound
(other than that resulting from any borrowing of funds to be applied to make the deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit relating to other Indebtedness, and, in each case, the
granting of Liens in connection therewith); 
 (f) the Issuers shall have delivered to the Trustee an Opinion of Counsel to the
effect that, as of the date of such opinion and subject to customary assumptions and exclusions following the deposit, the trust funds will not be subject to the effect of Section 547 of Title 11 of the United States Code; 

(g) the Issuers shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuers
with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers or any Guarantor or others; and 

(h) the Issuers shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may
be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with. 

Section 8.05. Deposited Money and U.S. Government Securities to be Held in Trust; Other Miscellaneous Provisions.
Subject to Section 8.06 hereof, all money and U.S. Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the
“Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either
directly or through any Paying Agent (including the Issuers or a Guarantor acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium and interest,
but such money need not be segregated from other funds except to the extent required by law. 
 The Issuers shall pay and
indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or U.S. Government Securities deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any
such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. 
 Anything in this
Article 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers from time to time upon the request of the Issuers any money or U.S. Government Securities held by it as provided in Section 8.04 hereof which, in the
opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(a) hereof), are in excess of the amount
thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance. 

Section 8.06. Repayment to Issuers. Subject to any applicable abandoned property law, any money deposited with the
Trustee or any Paying Agent, or then held by the Issuers, in trust for the payment of the principal of, premium, if any, or interest on any Note and remaining unclaimed for two years after such principal, and premium, if any, or interest has become
due and payable shall be paid to the Issuers on its request or (if then held by the Issuers) shall be discharged from such trust; and the Holder of such Note shall thereafter look only to the Issuers for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuers as trustee thereof, shall thereupon cease. 

  
 — 108
— 








 Section 8.07. Reinstatement. If the Trustee or Paying Agent is unable to
apply any United States dollars or U.S. 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 Issuers’ and the Guarantors’ obligations under this Indenture and the Notes and the Guarantees shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03
hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided that, if the Issuers make any payment of principal of, premium, if
any, or interest on any Note following the reinstatement of its obligations, the Issuers shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent. 

ARTICLE 9 

AMENDMENT, SUPPLEMENT AND WAIVER 

Section 9.01. Without Consent of Holders. Notwithstanding Section 9.02 hereof, the Issuers, any Guarantor (with
respect to a Guarantee or this Indenture) and the Trustee may amend or supplement this Indenture and any Guarantee or Notes without the consent of any Holder: 
 (a) to cure any ambiguity, omission, mistake, defect or inconsistency; 
 (b) to
provide for uncertificated Notes in addition to or in place of certificated Notes; 
 (c) to comply with Section 5.01
hereof; 
 (d) to provide for the assumption of the Issuers’ or any Guarantor’s obligations to the Holders;

 (e) to make any change that would provide any additional rights or benefits to the Holders or that does not materially
adversely affect the legal rights under this Indenture of any such Holder; 
 (f) to add covenants for the benefit of the
Holders or to surrender any right or power conferred upon the Issuers or any Guarantor; 
 (g) to provide for the issuance of
Additional Notes in accordance with the terms of this Indenture; 
 (h) to comply with requirements of the SEC in order to
effect or maintain the qualification of this Indenture under the Trust Indenture Act; 
 (i) to evidence and provide for the
acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; 
 (j) to
provide for the issuance of exchange notes or private exchange notes, which are identical to exchange notes except that they are not freely transferable; 
 (k) to add a Guarantor under this Indenture or to release a Guarantor in accordance with the terms of this Indenture; 

  
 — 109
— 








 (l) to conform the text of this Indenture, the Guarantees or the Notes to any provision of
the “Description of the Notes” section of the Offering Memorandum to the extent that such provision in such “Description of the Notes” section was intended to be a verbatim recitation of a provision of this Indenture, the
Guarantee or the Notes; or 
 (m) to make any amendment to the provisions of this Indenture relating to the transfer and
legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of the Notes; provided, that (a) compliance with this Indenture as so amended would not result in Notes being
transferred in violation of the Securities Act or any applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; or 

(n) to make any other modifications to the Notes or this Indenture of a formal, minor or technical nature or necessary to correct a
manifest error, so long as such modification does not adversely affect the rights of any Holders of the Notes in any material respect. 
 Upon the request of the Issuers accompanied by a resolution of their boards of directors (or comparable body) authorizing the execution of any such amended or supplemental indenture, and upon receipt by
the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee and subject to the last sentence of Section 9.06), the Trustee shall join with the Issuers and the Guarantors in the execution of any
amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to,
enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate, nor a board
resolution, shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D
hereto. 
 Section 9.02. With Consent of Holders. Except as provided in Section 9.01 and this
Section 9.02, the Issuers, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes and the Guarantees with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding, including
consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes and, subject to Section 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, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees or the Notes issued thereunder may be
waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Section 2.08 hereof and
Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. 
 Upon the request of the Issuers accompanied by a resolution of their boards of directors (or comparable body) authorizing the execution of any such amended or supplemental indenture, and upon the filing
with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, the Trustee shall join with the Issuers and the Guarantors in the execution of such amended or supplemental indenture unless such amended or
supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental
indenture. 

  
 — 110
— 








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

Without the consent of each affected Holder of Notes, an amendment or waiver under this Section 9.02 may not, with respect to any
Notes held by a non-consenting Holder: 
 (a) reduce the principal amount of such Notes whose Holders must consent to an
amendment, supplement or waiver; 
 (b) reduce the principal of or change the fixed final maturity of any such Note or alter or
waive the provisions with respect to the redemption of such Note (other than provisions relating to (i) notice periods (to the extent consistent with applicable requirements of clearing and settlement systems) for redemption and conditions to
redemption and (ii) Section 3.09, Section 4.10 and Section 4.14 hereof); 
 (c) reduce the rate of or change
the time for payment of interest on any Note; 
 (d) waive a Default in the payment of principal of or premium, if any, or
interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a
covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all affected Holders; 
 (e) make any Note payable in money other than that stated therein; 
 (f) make any
change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or premium, if any, or interest or Additional Interest on the Notes; 

(g) make any change in these amendment and waiver provisions; 
 (h) impair the right of any Holder to receive payment of principal of, or premium, if any, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the
enforcement of any payment on or with respect to such Holder’s Notes; 
 (i) make any change to or modify the ranking of
the Notes that would adversely affect the Holders; or 
 (j) except as expressly permitted by this Indenture, modify the
Guarantees of any Significant Subsidiary, or any group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company), would constitute a Significant Subsidiary in any manner materially
adverse to the Holders. 
 Section 9.03. Compliance with Trust Indenture Act. Every amendment or supplement
to this Indenture or the Notes shall be set forth in an amended or supplemental indenture that complies in all material respects with the Trust Indenture Act as then in effect. 

  
 — 111
— 








 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
amendment, supplement or waiver becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder. 
 The Issuers may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment, supplement, or waiver. If a record date is fixed, then,
notwithstanding the preceding paragraph, those Persons who were Holders at such record date (or their duly designated proxies), and only such Persons, shall be entitled to consent to such amendment, supplement, or waiver or to revoke any consent
previously given, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 120 days after such record date unless the consent of the requisite number of Holders has been
obtained. 
 Section 9.05. Notation on or Exchange of Notes. The Trustee may place an appropriate notation
about an amendment, supplement or waiver on any Note thereafter authenticated. The Issuers in exchange for all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment,
supplement or waiver. 
 Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect
of such amendment, supplement or waiver. 
 Section 9.06. Trustee to Sign Amendments, etc. The Trustee shall
sign any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment, supplement or waiver does not adversely affect the rights, duties, liabilities or immunities of the Trustee. The Issuers may not sign an amendment,
supplement or waiver until the boards of directors of the Issuers approves it. In executing any amendment, supplement or waiver, the Trustee shall be provided with, upon request, and (subject to Section 7.01 hereof) shall be fully protected in
relying upon, in addition to the documents required by Section 12.04 hereof, an Officer’s Certificate and an Opinion of Counsel each stating that the execution of such amended or supplemental indenture is authorized or permitted by this
Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuers and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies
with the provisions hereof (including Section 9.03 hereof). Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate, nor a board resolution, shall be required for the Trustee to execute any supplemental
indenture to this Indenture, the form of which is attached as Exhibit D hereto, adding a new Guarantor under this Indenture. 

ARTICLE 10 

GUARANTEES 
 Section 10.01. Guarantee. Subject to this Article 10, each of the Guarantors hereby, jointly and severally, irrevocably and unconditionally, guarantees, on an unsecured senior basis, 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 Issuers hereunder or
thereunder, that: (a) the principal of and interest and premium, if any, on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest
on the Notes, if any, if lawful, and all other Obligations 

  
 — 112
— 








 
of the Issuers to the Holders or the Trustee hereunder or under the Notes shall be promptly paid in full, all in accordance with the terms hereof and thereof; and (b) in case of any
extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due 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 for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same promptly. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of
collection. 
 The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the
validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the
Issuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than payment in full of all of the Obligations of the Issuers hereunder or under the
Notes). 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 Issuers, any right to require a proceeding first
against the Issuers, protest, notice and all demands whatsoever and covenants that this Guarantee shall not be discharged except by full payment of the obligations contained in the Notes and this Indenture or by release in accordance with the
provisions of this Indenture. 
 Each Guarantor also agrees to pay any and all costs and expenses (including reasonable
attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. 
 If any
Holder or the Trustee is required by any court or otherwise to return to the Issuers, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers or the Guarantors, then any amount paid
either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. 
 Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations
guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in
Article 6 hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration
of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors shall have the right to seek
contribution from any nonpaying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees. 
 Until terminated in accordance with Section 10.06, each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers for
liquidation, reorganization, should an Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of an Issuer’s assets, and shall, to the fullest
extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on
the Notes or Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or
returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. 

  
 — 113
— 








 In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the
validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 
 The
Guarantee issued by any Guarantor shall be a general unsecured senior obligation of such Guarantor and shall be pari passu in right of payment with all existing and future Senior Indebtedness of such Guarantor, if any. 

Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution
of any kind or nature. 
 Section 10.02. Limitation on Guarantor Liability. Each Guarantor, and by its
acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance
Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations
of each Guarantor shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws and after giving effect to any
collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 10, result in the obligations of such Guarantor under its
Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law or being void or voidable under any law relating to insolvency of debtors. 
 Section 10.03. Execution and Delivery. To evidence its Guarantee set forth in Section 10.01 hereof, each Guarantor hereby agrees that this Indenture (or a supplemental indenture in
the form of Exhibit D) shall be executed on behalf of such Guarantor by one of its authorized officers. 
 Each Guarantor
hereby agrees that its Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. 

If an officer whose signature is on this Indenture (or a supplemental indenture in the form of Exhibit D) no longer holds that
office at the time the Trustee authenticates a Note, the Guarantee of such Guarantor shall be valid nevertheless. 
 The
delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors. 

If required by Section 4.15 hereof, the Issuers shall cause any newly created or acquired Restricted Subsidiary to comply with the
provisions of Section 4.15 hereof and this Article 10, to the extent applicable. 
 Section 10.04.
Subrogation. Each Guarantor shall be subrogated to all rights of Holders against the Issuers in respect of any amounts paid by any Guarantor pursuant to the provisions of Section 10.01 hereof; provided that, if an Event of
Default has occurred and is continuing, no Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Issuers under this Indenture or the
Notes shall have been paid in full. 

  
 — 114
— 








 Section 10.05. Benefits Acknowledged. Each Guarantor acknowledges that it
will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the guarantee and waivers made by it pursuant to its Guarantee are knowingly made in contemplation of such benefits. 

Section 10.06. Release of Guarantees. Each Guarantee by a Guarantor shall be automatically and unconditionally
released and discharged, and shall thereupon terminate and be of no further force and effect, and no further action by such Guarantor, the Issuers or the Trustee is required for the release of such Guarantor’s Guarantee, upon: 

(a) (i) any sale, exchange, disposition or transfer (by merger, amalgamation, consolidation or otherwise) of (x) the Capital Stock
of such Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary or (y) all or substantially all the assets of such Guarantor, in each case if such sale, exchange, disposition or transfer is made in compliance with
the applicable provisions of this Indenture; 
 (ii) the release or discharge of the guarantee by such Guarantor
of Indebtedness under the Senior Secured Credit Facilities, or the release or discharge of such other guarantee that resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee (it
being understood that a release subject to a contingent reinstatement is still a release, and that if any such guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a
Guarantee pursuant to Section 4.15 hereof); 
 (iii) the designation of any Restricted Subsidiary that is a
Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture; or 

(iv) the exercise by the Issuers of their Legal Defeasance option or Covenant Defeasance option in accordance with
Article 8 hereof or the discharge of the Issuers’ obligations under this Indenture in accordance with the terms of this Indenture; and 
 (b) such Guarantor delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction
have been complied with. 
 ARTICLE 11 
 SATISFACTION AND DISCHARGE 

Section 11.01. Satisfaction and Discharge. This Indenture shall be discharged and shall cease to be of further effect
as to all Notes, when either: 
 (a) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes
which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or 
 (b) (i) all Notes not theretofore cancelled or delivered to the Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise, will become due and
payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense,


  
 — 115
— 








 
of the Issuers, and the Issuers 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, U.S. dollar-denominated U.S. Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on the Notes not
theretofore cancelled or delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; provided that upon any redemption that requires the payment of the Applicable
Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any Applicable
Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered by the Issuers to the Trustee simultaneously with the
deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption; 
 (ii) no Default (other than that resulting from borrowing funds to be applied to make such deposit or any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of
Liens in connection therewith) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or
constitute a default under the Senior Secured Credit Facilities or any other material agreement or instrument (other than this Indenture) to which the Issuers or any Guarantor is a party or by which the Issuers or any Guarantor is bound (other than
resulting from any borrowing of funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith); 

(iii) the Issuers have paid or caused to be paid all sums payable by it under this Indenture; and 

(iv) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of
the Notes at maturity or the Redemption Date, as the case may be. 
 In addition, the Issuers must deliver an Officer’s
Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Such Opinion of Counsel may rely on such Officer’s Certificate as to matters of fact, including
clauses (b)(i), (ii), (iii) and (iv) above. 
 Notwithstanding the satisfaction and discharge of this Indenture, if
money shall have been deposited with the Trustee pursuant to subclause (i) of clause (b) of this Section 11.01, the provisions of Section 11.02 and Section 8.06 hereof shall survive such satisfaction and discharge.

 Section 11.02. Application of Trust Money. Subject to the provisions of Section 8.06 hereof, all
money deposited with the Trustee pursuant to Section 11.01 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 Issuers or a Guarantor 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. 

  
 — 116
— 








 If the Trustee or Paying Agent is unable to apply any money or U.S. Government Securities in
accordance with Section 11.01 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 Issuers’ 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 11.01 hereof; provided, that if the Issuers have made any payment of principal of,
premium, if any, or interest on any Notes because of the reinstatement of its obligations, the Issuers shall be subrogated to the rights of the Holders to receive such payment from the money or U.S. Government Securities held by the Trustee or
Paying Agent. 
 ARTICLE 12 
 MISCELLANEOUS 
 Section 12.01. Trust Indenture Act
Controls. If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by Trust Indenture Act Section 318(c), the imposed duties shall control. 

Section 12.02. Notices. Any notice or communication by the Issuers, 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), facsimile, electronic mail or other electronic transmission or overnight air courier guaranteeing next day delivery, to
the others’ address: 
 If to the Issuers and/or any Guarantor: 

Summit Materials, LLC 
 2900 K Street NW, Suite 100 
 Harbourside North Tower Building 

Washington, DC 20007 
 Facsimile: (202) 339-9517 
 Attention: Chief Financial Officer 

With a copy to: 

Simpson Thacher & Bartlett LLP 
 425 Lexington Avenue 
 New York, New York 10017 

Facsimile: (212) 455-2502 
 Attention: Edward P. Tolley III, Esq. 
 If to the Trustee: 

Wilmington Trust, National Association 
 246 Goose Lane, Suite 105 
 Guilford, CT 06437 

Facsimile: (203) 453-1183 
 Attention: Summit Administrator 
 The Issuers, any Guarantor or the Trustee, by
notice to the others, may designate additional or different addresses for subsequent notices or communications. 
 All notices
and communications (other than those sent to Holders) shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five calendar days after being deposited 


  
 — 117
— 








 
in the mail, postage prepaid, if mailed by first-class mail; when receipt is acknowledged, if faxed or sent electronically; and the next Business Day after timely delivery to the courier, if sent
by overnight air courier guaranteeing next day delivery; provided, that any notice or communication delivered to the Trustee shall be deemed effective upon actual receipt thereof and, subject to compliance with the Trust Indenture Act, on the
final date on which publication is made, if given by publication. 
 Any notice or communication to a Holder shall be
electronically delivered, 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 Note Register kept by the Registrar. Any notice or
communication shall also be so delivered or mailed to any Person described in Trust Indenture Act Section 313(c), to the extent required by the Trust Indenture Act. Failure to deliver a notice or communication to a Holder or any defect in it
shall not affect its sufficiency with respect to other Holders. 
 If a notice or communication is mailed or otherwise delivered
in the manner provided above within the time prescribed, such notice or communication shall be deemed duly given, whether or not the addressee receives it. 
 If the Issuers deliver or mail a notice or communication to Holders, it shall deliver or mail a copy to the Trustee and each Agent at the same time. 

Notwithstanding any other provision of this Indenture or any Note, where this Indenture or any Note provides for notice of any event or
any other communication (including any notice of redemption or repurchase) to a holder of a Global Note (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depositary (or its designee) pursuant to the standing
instructions from the Depositary or its designee, including by electronic mail in accordance with accepted practices at the Depositary. 
 Section 12.03. Communication by Holders with Other Holders. Holders may communicate pursuant to Trust Indenture Act Section 312(b) with other Holders with respect to their rights
under this Indenture or the Notes. The Issuers, the Trustee, the Registrar and anyone else shall have the protection of Trust Indenture Act Section 312(c). 
 Section 12.04. Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuers or any of the Guarantors to the Trustee to take any action under this
Indenture, the Issuers or such Guarantor, as the case may be, shall furnish to the Trustee: 
 (a) An Officer’s Certificate
in form reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture
relating to the proposed action have been satisfied; and 
 (b) An Opinion of Counsel in form reasonably satisfactory to the
Trustee (which shall include the statements set forth in Section 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied. 

Section 12.05. Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance
with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to Section 4.04 hereof or Trust Indenture Act Section 314(a)(4)) shall comply with the provisions of Trust Indenture Act
Section 314(e) and shall include: 
 (a) a statement that the Person making such certificate or opinion has read such
covenant or condition; 

  
 — 118
— 








 (b) a brief statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are based; 
 (c) a statement that, in the opinion of
such Person, he or she has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with (and, in the case of an Opinion of Counsel, may be
limited to reliance on an Officer’s Certificate as to matters of fact); and 
 (d) a statement as to whether or not, in the
opinion of such Person, such condition or covenant has been complied with; provided, however, that with respect to matters of fact an Opinion of Counsel may rely on an Officer’s Certificate or certificates of public officials.

 Section 12.06. 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 12.07. No Personal Liability of Directors, Officers, Employees and Stockholders. No past, present or future
director, officer, employee, incorporator, member, partner or stockholder of the Issuers or any Guarantor or any of their direct or indirect parent companies (other than the Company and the Guarantors) shall have any liability, for any obligations
of the Issuers or the Guarantors under the Notes, the Guarantees or this Indenture or any supplemental indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder by accepting Notes waives and
releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. 

Section 12.08. Governing Law. THIS INDENTURE, THE NOTES AND ANY GUARANTEE WILL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 
 Section 12.09. Waiver of Jury Trial. EACH OF THE
ISSUERS, THE GUARANTORS, AND THE TRUSTEE (1) AGREE TO SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF
OR RELATING TO THIS INDENTURE OR THE NOTES AND (2)HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE
TRANSACTIONS CONTEMPLATED HEREBY. 
 Section 12.10. Force Majeure. In no event shall the Trustee be
responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including without limitation strikes, work
stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services.

 Section 12.11. 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 Restricted Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture. 

  
 — 119
— 








 Section 12.12. Successors. All agreements of the Issuers in this
Indenture and the Notes shall bind their successors. All agreements of the Trustee in this Indenture shall bind its successors. All agreements of each Guarantor in this Indenture shall bind its successors, except as otherwise provided in
Section 10.06 hereof. 
 Section 12.13. Severability. In case any provision in this Indenture or in the
Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 
 Section 12.14. Counterpart Originals. The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same
agreement. This Indenture may be executed in multiple counterparts which, when taken together, shall constitute one instrument. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmissions shall constitute
effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original
signatures for all purposes. 
 Section 12.15. Table of Contents, Headings, etc. The Table of Contents,
Cross-Reference Table and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or
provisions hereof. 
 Section 12.16. Qualification of Indenture. The Issuers and the Guarantors shall qualify
this Indenture under the Trust Indenture Act in accordance with the terms and conditions of the Registration Rights Agreement and shall pay all reasonable costs and expenses (including attorneys’ fees and expenses for the Issuers, the
Guarantors and the Trustee) incurred in connection therewith, including, but not limited to, costs and expenses of qualification of this Indenture and the Notes and printing this Indenture and the Notes. The Trustee shall be provided with such
Officer’s Certificates, Opinions of Counsel or other documentation as it may reasonably request and as is necessary in connection with any such qualification of this Indenture under the Trust Indenture Act. 

[Signatures on following page] 

  
 — 120
— 








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

					
	Issuers:
	
	SUMMIT MATERIALS, LLC
		
	By:	 	 /s/ MICHAEL BRADY

		 	Name:	 	Michael Brady
		 	Title:	 	Executive Vice President
	
	SUMMIT MATERIALS FINANCE CORP.
		
	By:	 	 /s/ DAPHNE TONG

		 	Name:	 	Daphne Tong
		 	Title:	 	President



  
 [Signature
page to Indenture] 








 
					
	Guarantors:
	
	ELAM CONSTRUCTION, INC.
		
	By:	 	 /s/ MICHAEL BRADY

		 	Name:	 	Michael Brady
		 	Title:	 	Vice President
	
	AUSTIN MATERIALS, LLC
		
	By:	 	 /s/ ANYA FONINA

		 	Name:	 	Anya Fonina
		 	Title:	 	Vice President
	
	CONTINENTAL CEMENT COMPANY, L.L.C.
		
	By:	 	 /s/ R. MICHAEL JOHNSON

		 	Name:	 	R. Michael Johnson
		 	Title:	 	President / CEO
	
	CORNEJO QUALITY STONE LLC
		
	By:	 	 /s/ ANYA FONINA

		 	Name:	 	Anya Fonina
		 	Title:	 	Vice President
	
	KBDJ MATERIALS, LLC
		
	By:	 	 /s/ ANYA FONINA

		 	Name:	 	Anya Fonina
		 	Title:	 	Vice President
	
	KILGORE COMPANIES, LLC
		
	By:	 	 /s/ MICHAEL BRADY

		 	Name:	 	Michael Brady
		 	Title:	 	Vice President
	
	RK HALL, LLC
		
	By:	 	 /s/ MICHAEL BRADY

		 	Name:	 	Michael Brady
		 	Title:	 	Vice President



  
 [Signature
page to Indenture] 









					
	SUMMIT MATERIALS COMPANIES I, LLC
		
	By:	 	 /s/ MICHAEL BRADY

		 	Name:	 	Michael Brady
		 	Title:	 	Vice President
	
	SUMMIT MATERIALS CORPORATIONS I, INC.
		
	By:	 	 /s/ MICHAEL BRADY

		 	Name:	 	Michael Brady
		 	Title:	 	Vice President
	
	SUMMIT MATERIALS HOLDINGS I, LLC
		
	By:	 	 /s/ MICHAEL BRADY

		 	Name:	 	Michael Brady
		 	Title:	 	Vice President
	
	SUMMIT MATERIALS HOLDINGS II, LLC
		
	By:	 	 /s/ MICHAEL BRADY

		 	Name:	 	Michael Brady
		 	Title:	 	Vice President
	
	CORNEJO & SONS, L.L.C.
		
	By:	 	 /s/ MICHAEL BRADY

		 	Name:	 	Michael Brady
		 	Title:	 	Vice President
	
	HAMM ASPHALT, LLC
		
	By:	 	 /s/ MICHAEL BRADY

		 	Name:	 	Michael Brady
		 	Title:	 	Vice President



  
 [Signature
page to Indenture] 








 
					
	HAMM, INC.
		
	By:	 	 /s/ MICHAEL BRADY

		 	Name:	 	Michael Brady
		 	Title:	 	Vice President
	
	N.R. HAMM CONTRACTOR, LLC
		
	By:	 	 /s/ MICHAEL BRADY

		 	Name:	 	Michael Brady
		 	Title:	 	Vice President
	
	N.R. HAMM QUARRY, LLC
		
	By:	 	 /s/ MICHAEL BRADY

		 	Name:	 	Michael Brady
		 	Title:	 	Vice President
	
	BOURBON LIMESTONE COMPANY
		
	By:	 	 /s/ ANTHONY KEENAN

		 	Name:	 	Anthony Keenan
		 	Title:	 	Assistant Secretary
	
	GLASS AGGREGATES, LLC
		
	By:	 	 /s/ MICHAEL BRADY

		 	Name:	 	Michael Brady
		 	Title:	 	Vice President
	
	HINKLE CONTRACTING COMPANY, LLC
		
	By:	 	 /s/ MICHAEL BRADY

		 	Name:	 	Michael Brady
		 	Title:	 	Vice President



  
 [Signature
page to Indenture] 








 
					
	KENTUCKY HAULING, INC.
		
	By:	 	 /s/ MICHAEL BRADY

		 	Name:	 	Michael Brady
		 	Title:	 	Vice President
	
	SOUTH CENTRAL KENTUCKY LIMESTONE, LLC
		
	By:	 	Glass Aggregates, LLC, its sole member
		
	By:	 	 /s/ MICHAEL BRADY

		 	Name:	 	Michael Brady
		 	Title:	 	Vice President
	
	CON-AGG OF MO, L.L.C.
		
	By:	 	 /s/ MICHAEL BRADY

		 	Name:	 	Michael Brady
		 	Title:	 	Vice President
	
	FISCHER QUARRIES, L.L.C.
		
	By:	 	 /s/ MICHAEL BRADY

		 	Name:	 	Michael Brady
		 	Title:	 	Vice President
	
	QUARRY PROPERTIES, L.L.C.
		
	By:	 	 /s/ MICHAEL BRADY

		 	Name:	 	Michael Brady
		 	Title:	 	Manager
	
	ELAM PAVING, INC.
		
	By:	 	 /s/ ANYA FONINA

		 	Name:	 	Anya Fonina
		 	Title:	 	Vice President



  
 [Signature
page to Indenture] 








 
					
	ASPHALT PAVING COMPANY OF AUSTIN, LLC
		
	By:	 	 /s/ ANYA FONINA

		 	Name:	 	Anya Fonina
		 	Title:	 	Manager
	
	B&H CONTRACTING, L.P.
		
	By:	 	RKH Capital, L.L.C., its general partner
		
	By:	 	 /s/ MICHAEL BRADY

		 	Name:	 	Michael Brady
		 	Title:	 	Vice President
	
	INDUSTRIAL ASPHALT, LLC
		
	By:	 	 /s/ ANYA FONINA

		 	Name:	 	Anya Fonina
		 	Title:	 	Manager
	
	J.D. RAMMING PAVING CO., LLC
		
	By:	 	 /s/ ANYA FONINA

		 	Name:	 	Anya Fonina
		 	Title:	 	Vice President
	
	KBDJ, L.P.
		
	By:	 	KBDJ Materials, LLC, its general partner
		
	By:	 	 /s/ ANYA FONINA

		 	Name:	 	Anya Fonina
		 	Title:	 	Vice President
	
	RAMMING TRANSPORTATION CO., LLC
		
	By:	 	 /s/ ANYA FONINA

		 	Name:	 	Anya Fonina
		 	Title:	 	Vice President



  
 [Signature
page to Indenture] 








 
					
	R.K. HALL CONSTRUCTION, LTD.
		
	By:	 	RKH Capital, L.L.C., its general partner
		
	By:	 	 /s/ MICHAEL BRADY

		 	Name:	 	Michael Brady
		 	Title:	 	Vice President
	
	RKH CAPITAL, L.L.C.
		
	By:	 	 /s/ MICHAEL BRADY

		 	Name:	 	Michael Brady
		 	Title:	 	Vice President
	
	RTI EQUIPMENT CO., LLC
		
	By:	 	 /s/ ANYA FONINA

		 	Name:	 	Anya Fonina
		 	Title:	 	Vice President
	
	RTI HOT MIX, LLC
		
	By:	 	 /s/ ANYA FONINA

		 	Name:	 	Anya Fonina
		 	Title:	 	Vice President
	
	SCS MATERIALS, L.P.
		
	By:	 	RKH Capital, L.L.C., its general partner
		
	By:	 	 /s/ MICHAEL BRADY

		 	Name:	 	Michael Brady
		 	Title:	 	Vice President
	
	ALTAVIEW CONCRETE, LLC
		
	By:	 	 /s/ ANYA FONINA

		 	Name:	 	Anya Fonina
		 	Title:	 	Vice President



  
 [Signature
page to Indenture] 








 
					
	B&B RESOURCES, INC.
		
	By:	 	 /s/ MICHAEL BRADY

		 	Name:	 	Michael Brady
		 	Title:	 	Vice President
	
	KILGORE EQUIPMENT, LLC
		
	By:	 	 /s/ MICHAEL BRADY

		 	Name:	 	Michael Brady
		 	Title:	 	Vice President
	
	KILGORE TRUCKING, LLC
		
	By:	 	 /s/ MICHAEL BRADY

		 	Name:	 	Michael Brady
		 	Title:	 	Vice President
	
	PEAK CONSTUCTION MATERIALS, LLC
		
	By:	 	 /s/ ANYA FONINA

		 	Name:	 	Anya Fonina
		 	Title:	 	Vice President
	
	PEAK MANAGEMENT, L.C.
		
	By:	 	 /s/ ANYA FONINA

		 	Name:	 	Anya Fonina
		 	Title:	 	Vice President
	
	SALT LAKE VALLEY SAND & GRAVEL, INC.
		
	By:	 	 /s/ ANYA FONINA

		 	Name:	 	Anya Fonina
		 	Title:	 	Vice President



  
 [Signature
page to Indenture] 








 
					
	VALLEY READY MIX, INC.
		
	By:	 	 /s/ ANYA FONINA

		 	Name:	 	Anya Fonina
		 	Title:	 	Vice President
	
	WASATCH CONCRETE PUMPING, LLC
		
	By:	 	 /s/ ANYA FONINA

		 	Name:	 	Anya Fonina
		 	Title:	 	Vice President
	
	WIND RIVER MATERIALS, LLC
		
	By:	 	 /s/ JASON KILGORE

		 	Name:	 	Jason Kilgore
		 	Title:	 	Manager



  
 [Signature
page to Indenture] 








 
					
	WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
		
	By:	 	 /s/ JOSEPH O’DONNELL

		 	Name:	 	Joseph O’Donnell
		 	Title:	 	Vice President
		 	Date:	 	January 30, 2012



  
 [Signature
page to Indenture] 








 EXHIBIT A 
 [FORM OF FACE OF NOTE] 
 [Insert the Global Note Legend, if applicable pursuant to
the provisions of the Indenture] 
 [Insert the Private Placement Legend, if applicable pursuant to the provisions of the
Indenture] 
 [Insert the Regulation S Temporary Global Note Legend, if applicable pursuant to the provisions of the Indenture]


  
 A-1










			
	CUSIP	 	[             ] [             ]
	ISIN	 	[             ] [             ]

 [RULE 144A][REGULATION S] [GLOBAL] NOTE 

SUMMIT MATERIALS, LLC 
 SUMMIT MATERIALS FINANCE CORP. 
 10.5% Senior Notes due 2020 

 

			
	No.     	  	$[            ]

 Summit Materials, LLC, a Delaware limited liability company, and Summit Materials Finance Corp., a
Delaware corporation, promise to pay to [Cede & Co.]* or its registered assigns, the principal sum of                      United States
Dollars, [as revised by the Schedule of Exchanges of Interests in the Global Note attached hereto]*, on January 31, 2020. 

Interest Payment Dates: January 31 and July 31, commencing on July 31, 2012 

Record Dates: January 15 and July 15 
 Additional provisions of this Note are set forth on the other side of this Note. 

 

	*	Include only if the Note is issued in global form. 


  
 A-2









 IN WITNESS HEREOF, the Issuers have caused this instrument to be duly executed. 

Dated: 
  

			
	SUMMIT MATERIALS, LLC.
		
	By:	 	  

		 	Name:
		 	Title:
	
	SUMMIT MATERIALS FINANCE CORP.
		
	By:	 	  

		 	Name:
		 	Title:



  
 A-3









 
			
	This is one of the Notes referred to in the within-mentioned Indenture:
	
	WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
		
	By:	 	  

		 	Name:
		 	Title:
		 	Date:



  
 A-4









 [FORM OF REVERSE SIDE OF NOTE] 

SUMMIT MATERIALS, LLC 
 SUMMIT FINANCE CORP. 
 10.5% Senior Notes due 2020 

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

 1. Interest. Summit Materials, LLC, a Delaware limited liability company, and Summit Materials Finance Corp., a
Delaware corporation, promise to pay interest on the principal amount of this Note at a rate per annum of 10.5% from January 30, 2012 until maturity and to pay the Additional Interest, if any, payable pursuant to the Registration Rights
Agreement referred to below. The Issuers will pay interest on this Note semi-annually in arrears on January 31 and July 31 of each year, beginning July 31, 2012, or, if any such day is not a Business Day, on the next succeeding
Business Day (each, an “Interest Payment Date”). The Issuers will make each interest payment to the Holder of record of this Note on the immediately preceding January 15 and July 15 (each, a “Record
Date”). Interest on this Note will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from and including January 30, 2012. The Issuers will pay interest (including post-petition interest
in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the rate borne by this Note; the Issuers shall pay interest (including post-petition interest in any proceeding under any Bankruptcy
Law) on overdue installments of interest (without regard to any applicable grace periods) from time to time on demand at the rate borne by this Note. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

 2. Method of Payment. The Issuers will pay interest on this Note to the Person who is the registered Holder of this
Note at the close of business on the Record Date (whether or not a Business Day) next preceding the Interest Payment Date, even if this Note is cancelled 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. Payments of principal of, premium, if any, and interest on the Notes may be made by check mailed to the Holders at their respective addresses set forth in the Note Register of
Holders, provided, that payment by wire transfer of immediately available funds will be required with respect to principal of, premium, if any, and interests on, all Global Notes and all other Notes the Holders of which shall have provided
wire transfer instructions to the Trustee or Paying Agent. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. 

3. Paying Agent, Transfer Agent and Registrar. Initially, Wilmington Trust, National Association, the Trustee under the Indenture,
will act as Paying Agent, Transfer Agent and Registrar. The Issuers may change any Paying Agent, Transfer Agent or Registrar without prior notice to the Holders. The Company or any of its Subsidiaries may act in any such capacity. 

4. Indenture. The Issuers issued the Notes under an Indenture, dated as of January 30, 2012 (as amended, supplemented or
otherwise modified from time to time, the “Indenture”), among the Issuers, the Guarantors party thereto and the Trustee. This Note is one of a duly authorized issue of notes of the Issuers designated as their 10.5% Senior Notes due
2020. The Issuers shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture
Act. The Notes are subject to all such terms, and Holders are referred to the Indenture and the Trust Indenture 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. 

  
 A-5









 5. Guarantee. To guarantee the due and punctual payment of the principal, premium, if
any, and interest (including post-petition interest in any proceeding under any Bankruptcy Law) on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at
maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have unconditionally guaranteed (and future guarantors, together with the Guarantors, shall unconditionally Guarantee), jointly and
severally, such obligations on an unsecured senior basis pursuant to the terms of the Indenture. 
 6. Optional
Redemption. 
 (a) Except as described below under clauses 6(b), 6(c) and 6(d) hereof and in clauses (a) through
(c) of Section 3.07 of the Indenture, the Notes will not be redeemable at the Issuers’ option prior to January 31, 2015. 
 (b) At any time prior to January 31, 2016, the Issuers may on one or more occasions redeem all or a part of the Notes upon notice in accordance with Section 3.03 of the Indenture, at a
redemption price equal to the sum of (i) 100.0% of the principal amount of the Notes redeemed, plus (ii) the Applicable Premium as of the date of redemption (the “Redemption Date”), plus (iii) accrued and unpaid
interest and Additional Interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. 

(c) On and after January 31, 2016, the Issuers may redeem the Notes, in whole or in part, upon notice in accordance with
Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon and Additional Interest, if any, thereon to the
applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on January 31 of each of the
years indicated below: 
  

					
	 Year
	  	Percentage	 
		
	 2016
	  	 	105.250	% 
	 2017
	  	 	102.625	% 
	 2018 and thereafter
	  	 	100.000	% 

 (d) Until January 31, 2015, the Issuers may, at their option, and on one or more occasions, redeem
up to 35.0% of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 110.500% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the Redemption
Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received by the Company from one or more Equity Offerings or a contribution to the
Company’s common equity capital made with the net cash proceeds of a concurrent Equity Offering; provided, that (A) at least 50.0% of the aggregate principal amount of Notes originally issued under the Indenture on the Issue Date
and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; and (B) each such redemption occurs within 180 days of the date of closing of each such
Equity Offering. 
 In addition to any redemption pursuant to this paragraph 6, the Issuers, the Investors and their respective
Affiliates may at any time and from time to time purchase Notes in the open market or otherwise. 

  
 A-6









 (e) Any redemption pursuant to this paragraph 6 shall be made pursuant to the provisions of
Sections 3.01 through 3.06 of the Indenture. Notice of any redemption, whether in connection with an Equity Offering or otherwise, may be given prior to the completion thereof, and any such redemption or notice may, at the Issuers’ discretion,
be subject to one or more conditions precedent, including, but not limited to, the completion of the related Equity Offering or other corporate transaction. If such redemption is subject to the satisfaction of one or more conditions precedent, in
the Issuers’ discretion the Redemption Date may be delayed or the redemption may be rescinded in the event that any such conditions shall not have been satisfied by the original Redemption Date. If any Notes are listed on an exchange, and the
rules of such exchange so require, the Issuers shall notify the exchange of any such notice of redemption. In addition, the Issuers shall notify the exchange of the principal amount of any Notes outstanding following any partial redemption of such
Notes. 
 7. Mandatory Redemption. The Issuers shall not be required to make any mandatory redemption or sinking fund
payments with respect to the Notes. 
 8. Notice of Redemption. Subject to Sections 3.03 and 3.09 of the Indenture,
notice of redemption shall be delivered electronically or mailed by first-class mail, postage prepaid, at least 30 but not more than 60 days before the Redemption Date to each Holder whose Notes are to be redeemed at such Holder’s registered
address or otherwise in accordance with the Applicable Procedures, except that redemption notices may be delivered electronically or mailed more than 60 days prior to a Redemption Date if the notice is issued in connection with Article 8 or Article
11 of the Indenture. No Notes of less than $2,000 and integral multiples of $1,000 in excess thereof can be redeemed or purchased in part, except that if all the Notes of a Holder are to be redeemed or purchased, the entire amount of Notes held by
such Holder even if not in a principal amount of at least $2,000 or an integral multiple thereof, shall be redeemed or purchased. On and after the Redemption Date, interest ceases to accrue on this Note or portions thereof called for redemption.

 9. Offers to Repurchase. Upon the occurrence of a Change of Control, the Issuers shall make a Change of Control Offer
in accordance with Section 4.14 of the Indenture. In connection with certain Asset Sales, the Issuers shall make an Asset Sale Offer as and when provided in accordance with Sections 3.09 and 4.10 of the Indenture. 

10. Denominations, Transfer, Exchange. The Notes are in registered form without coupons in denominations of $2,000 and any
integral multiple of $1,000 in excess of $2,000. The transfer of Notes shall be registered and Notes may only 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 Issuers may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Issuers 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; provided, that new Notes will only be issued in denominations of $2,000 and integral multiples of $1,000 in excess of $2,000. Also, the Issuers need not
exchange or register the transfer of any Notes for a period of 15 days before the mailing of a notice of redemption of Notes to be redeemed. 
 11. Persons Deemed Owners. The registered Holder of a Note shall be treated as its owner for all purposes. Only registered Holders shall have rights hereunder. 

12. Amendment, Supplement and Waiver. The Indenture, the Guarantees and the Notes may be amended or supplemented as provided in
the Indenture. 
 13. Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01
of the Indenture. If any Event of Default (other than an Event of Default of the type specified in 

  
 A-7









 
clause (vi) or (vii) of Section 6.01(a) of the Indenture) occurs and is continuing under the Indenture, the Trustee or the Holders of at least 25.0% in principal amount of the then
total outstanding Notes may, by notice to the Issuers and the Trustee, in either case specifying in such notice the respective Event of Default and that such notice is a “notice of acceleration”, declare the principal, premium, if any,
interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising under clause (vi) or (vii) of Section 6.01(a)
of the Indenture, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture, the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of
a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from the Holders notice of any continuing Default, except a Default relating to the payment
of principal, premium, if any, or interest, if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee (with a copy to the Issuers,
provided, that any waiver or rescission under Section 6.04 of the Indenture shall be valid and binding notwithstanding the failure to provide a copy of such notice to the Issuers) may on behalf of all the Holders waive any existing
Default and its consequences under the Indenture (except a continuing Default in payment of the principal of, premium, if any, or interest on, any of the Notes held by a non-consenting Holder) (including in connection with an Asset Sale Offer or a
Change of Control Offer) and rescind any acceleration with respect to the Notes and its consequences under the Indenture (except if such rescission would conflict with any judgment of a court of competent jurisdiction). The Issuers are required to
deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuers are required, within 10 Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what
action the Issuers propose to take with respect thereto. 
 14. Authentication. This Note shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of the Trustee. 
 15. Additional Rights of Holders of Restricted Global Notes and Restricted Definitive Notes. In addition to the rights provided to Holders under the Indenture, Holders of Restricted Global Notes
and Restricted Definitive Notes shall have all the rights set forth in the Registration Rights Agreement, including the right to receive Additional Interest (as defined in the Registration Rights Agreement). 

16. Governing Law. THIS NOTE, THE INDENTURE AND THE GUARANTEES WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK. 
 17. CUSIP Numbers and ISINs. Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures, the Issuers have caused CUSIP numbers and ISINs to be printed on the Notes and the Trustee may use CUSIP numbers and ISINs 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. 

The Issuers will furnish to any Holder upon written request and without charge a copy of the Indenture and/or the Registration Rights
Agreement. Requests may be made to the Issuers at the following address: 
 Summit Materials, LLC 

2900 K Street NW, Suite 100 
 Harbourside North Tower Building 
 Washington, DC 20007 

Facsimile: (202) 339-9517 
 Attention: Chief Financial Officer 

  
 A-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 Issuers. 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-9









 OPTION OF HOLDER TO ELECT PURCHASE 

If you want to elect to have this Note purchased by the Issuers pursuant to Section 4.10 or 4.14 of the Indenture, check the
appropriate box below: 
  

 ̈  Section 4.10          
                   ̈  Section 4.14 

If you want to elect to have only part of this Note purchased by the Issuers pursuant to Section 4.10 or Section 4.14 of the
Indenture, state the amount you elect to have purchased: 

$             

 

			
	Date:	 	  


  

			
	Your Signature:	 	  

		 	(Sign exactly as your name appears on the face of this Note)
	
	Tax Identification No.:


  

			
	Signature Guarantee*:	 	  


  

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


  
 A-10









 SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE* 

The initial outstanding principal amount of this Global Note is
$            . The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global or Definitive
Note for an interest in this Global Note, have been made: 
  

									
	 Date of Exchange
	  	Amount of
decrease in
Principal Amount
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
signatory of
Trustee or
Custodian
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	

  

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


  
 A-11









 EXHIBIT B 
 FORM OF CERTIFICATE OF TRANSFER 
 Summit Materials, LLC 

2900 K Street NW, Suite 100 
 Harbourside North
Tower Building 
 Washington, DC 20007 

Facsimile: (202) 339-9517 
 Attention: Chief
Financial Officer 
 With a copy to: 

Simpson Thacher & Bartlett LLP 
 425
Lexington Avenue 
 New York, New York 10017 
 Facsimile: (212) 455-2502 
 Attention: Edward P. Tolley III, Esq. 

If to the Trustee: 
 Wilmington Trust, National
Association 
 246 Goose Lane, Suite 105 

Guilford, CT 06437 
 Facsimile:
(203) 453-1183 
 Attention: Summit Administrator 
  

	 	Re:	10.5% Senior Notes due 2020 


Reference is hereby made to the Indenture, dated as of January 30, 2012 (as amended, supplemented or otherwise modified from time to
time, the “Indenture”), among Summit Materials, LLC, a Delaware limited liability company (the “Company”), Summit Materials Finance Corp., a Delaware corporation (the “Co-Issuer”, and together with
the Company, the “Issuers”), the Guarantors party thereto and the Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. 

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

[CHECK ALL THAT APPLY] 
 1.  ̈ CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE RELEVANT 144A GLOBAL NOTE OR RELEVANT DEFINITIVE NOTE PURSUANT TO RULE 144A. The
Transfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the Transferor reasonably believes is purchasing the beneficial interest or Definitive Note for its own account, 

  
 B-1









 
or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the
meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States. 

2.  ̈ CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE RELEVANT
REGULATION S GLOBAL NOTE OR RELEVANT DEFINITIVE NOTE PURSUANT TO REGULATION S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 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, (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 applicable Restricted Period, the transfer is not being made to a U.S. Person or for the
account or benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the
restrictions on Transfer enumerated in the Indenture and the Securities Act. 
 3.
 ̈ CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE RELEVANT 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. 
 4.  ̈ CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE. 

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


  
 B-2









 (b)  ̈ CHECK IF TRANSFER IS PURSUANT TO
REGULATION S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 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 Issuers. 
  

			
	[Insert Name of Transferor]
		
	By:	 	  

		 	Name:
		 	Title:


  

			
	Dated:	 	  



  
 B-4









 ANNEX A TO CERTIFICATE OF TRANSFER 

 

			
	1.	 	The Transferor owns and proposes to transfer the following:
		
		 	[CHECK ONE OF (a) OR (b)]
		
		 	 (a)       ̈ a beneficial interest in
the:

		
		 	 (i)      ̈ 144A Global Note ([CUSIP:
            ]), or

		
		 	 (ii)     ̈ Regulation S 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)    ̈ Unrestricted Global Note ([    ]
[            ]); or

		
		 	 (b)       ̈ a Restricted Definitive Note;
or

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



  
 B-5









 EXHIBIT C 
 FORM OF CERTIFICATE OF EXCHANGE 
 Summit Materials, LLC 

2900 K Street NW, Suite 100 
 Harbourside North
Tower Building 
 Washington, DC 20007 

Facsimile: (202) 339-9517 
 Attention: Chief
Financial Officer 
 With a copy to: 

Simpson Thacher & Bartlett LLP 
 425
Lexington Avenue 
 New York, New York 10017 
 Facsimile: (212) 455-2502 
 Attention: Edward P. Tolley III, Esq. 

If to the Trustee: 
 Wilmington Trust, National
Association 
 246 Goose Lane, Suite 105 

Guilford, CT 06437 
 Facsimile:
(203) 453-1183 
 Attention: Summit Administrator 
  

	 	Re:	10.5% Senior Notes due 2020 


Reference is hereby made to the Indenture, dated as of January 30, 2012 (as amended, supplemented or otherwise modified from time to
time, the “Indenture”), among Summit Materials, LLC, a Delaware limited liability company (the “Company”), Summit Materials Finance Corp., a Delaware corporation (the “Co-Issuer”, and together with
the Company, the “Issuers”), the Guarantors party thereto and the Trustee. 

                     (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 

  
 C-1









 
applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with
any applicable blue sky securities laws of any state of the United States. 
 (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 in each case, 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. 

  
 C-3









 This certificate and the statements contained herein are made for your benefit and the
benefit of the Issuers and are dated 
  

			
	[Insert Name of Transferor]
		
	By:	 	  

		 	Name:
		 	Title:


  

			
	Dated:	 	  



  
 C-4









 EXHIBIT D 
 [FORM OF SUPPLEMENTAL INDENTURE 
 TO BE DELIVERED BY SUBSEQUENT GUARANTORS]

 Supplemental Indenture (this “Supplemental Indenture”), dated as of
                    , among                     
(the “Guaranteeing Subsidiary”), a subsidiary of Summit Materials, LLC, a Delaware limited liability company (the “Company”), and Wilmington Trust, National Association, a national banking association, as trustee
(the “Trustee”). 
 W I T N E S S E T H 

WHEREAS, the Company, Summit Materials Finance Corp., a Delaware corporation (the “Co-Issuer”, and together with the
Company, the “Issuers”), and certain Guarantors have heretofore executed and delivered to the Trustee an Indenture (the “Indenture”), dated as of January 30, 2012, providing for the issuance of an unlimited
aggregate principal amount of 10.5% Senior Notes due 2020 (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 Issuers’ Obligations under
the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the “Guarantee”); and 
 WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture. 

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders 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 acknowledges that it has received and reviewed a copy of the Indenture and all other documents it deems necessary to review in order to enter
into this Supplemental Indenture, and acknowledges and agrees to (i) join and become a party to the Indenture as indicated by its signature below; (ii) be bound by the Indenture, as of the date hereof, as if made by, and with respect to,
each signatory hereto; and (iii) perform all obligations and duties required of a Guarantor pursuant to the Indenture. The Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions
set forth in the Indenture, including, but not limited to, Article 10 thereof. 
 (3) Execution and Delivery. The
Guaranteeing Subsidiary agrees that the Guarantee shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. 

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

  
 D-1









 (5) Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 
 (6) 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. This Supplemental Indenture may be executed in multiple counterparts which, when taken together, shall constitute one instrument.
The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmissions shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the
original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes. 

(7) Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

 (8) 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. 
 (9) Benefits Acknowledged. The Guaranteeing Subsidiary’s Guarantee is subject to the terms and conditions set forth in the Indenture. The Guaranteeing Subsidiary acknowledges that it will
receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that the guarantee and waivers made by it pursuant to this Guarantee are knowingly made in contemplation of such
benefits. 
 (10) Successors. All agreements of the Guaranteeing Subsidiary in this Supplemental Indenture shall bind its
Successors, except as otherwise provided in this Supplemental Indenture. All agreements of the Trustee in this Supplemental Indenture shall bind its successors. 

  
 D-2









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

			
	[GUARANTEEING SUBSIDIARY]
		
	By:	 	  

		 	Name:
		 	Title:
	
	WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
		
	By:	 	  

		 	Name:
		 	Title:



  
 D-3