SENIOR SECURED NOTES INDENTURE



 Exhibit 4.1 
 EXECUTION VERSION 
  
  

 
 CHS/COMMUNITY HEALTH SYSTEMS,
INC. 
 Issuer 
 5.125% Senior Secured Notes Due 2018 
  

 
 INDENTURE

 Dated as of August 17, 2012 
  

 
 REGIONS BANK

 Trustee 
  

 
 CREDIT SUISSE AG

 Collateral Agent 
  

 
  







 CROSS-REFERENCE TABLE 

 

					
	 TIA
Section
	 	  	  	 Indenture
Section

	310(a)(1)	 		  	7.10
	      (a)(2)	 		  	7.10
	      (a)(3)	 		  	N.A.
	      (a)(4)	 		  	N.A.
	      (b)	 		  	7.08; 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)	 		  	7.06; 11.06
	      (b)(2)	 		  	7.06; 11.06
	      (c)	 		  	11.02
	      (d)	 		  	7.06
	314(a)	 		  	4.02; 12.02
	      (b)	 		  	11.06
	      (c)(1)	 		  	12.04
	      (c)(2)	 		  	12.04
	      (c)(3)	 		  	N.A.
	      (d)	 		  	4.16; 11.06
	      (e)	 		  	12.05
	      (f)	 		  	4.12
	315(a)	 		  	7.01
	      (b)	 		  	7.05; 12.02
	      (c)	 		  	7.01
	      (d)	 		  	7.01
	      (e)	 		  	6.11
	 316(a)(last sentence)
	  	12.06
	      (a)(1)(A)	 		  	6.05
	      (a)(1)(B)	 		  	6.04
	      (a)(2)	 		  	N.A.
	      (b)	 		  	6.07
	317(a)(1)	 		  	6.08
	      (a)(2)	 		  	6.09
	      (b)	 		  	2.04
	318(a)	 		  	12.01

 N.A. means Not Applicable. 

 
  
 Note: This Cross-Reference Table shall not, for any purpose, be deemed to be 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	  	 	34	  
	 SECTION
	 	1.03.	  	Incorporation by Reference of Trust Indenture Act	  	 	34	  
	 SECTION
	 	1.04.	  	Rules of Construction	  	 	35	  
	
	ARTICLE 2	  
	
	The Securities	  
				
	 SECTION
	 	2.01.	  	Form and Dating	  	 	36	  
	 SECTION
	 	2.02.	  	Execution and Authentication	  	 	36	  
	 SECTION
	 	2.03.	  	Registrar and Paying Agent	  	 	37	  
	 SECTION
	 	2.04.	  	Paying Agent To Hold Money in Trust	  	 	37	  
	 SECTION
	 	2.05.	  	Securityholder Lists	  	 	37	  
	 SECTION
	 	2.06.	  	Transfer and Exchange	  	 	37	  
	 SECTION
	 	2.07.	  	Replacement Securities	  	 	38	  
	 SECTION
	 	2.08.	  	Outstanding Securities	  	 	38	  
	 SECTION
	 	2.09.	  	Temporary Securities	  	 	38	  
	 SECTION
	 	2.10.	  	Cancellation	  	 	38	  
	 SECTION
	 	2.11.	  	Defaulted Interest	  	 	39	  
	 SECTION
	 	2.12.	  	CUSIP Numbers, ISINs, etc	  	 	39	  
	 SECTION
	 	2.13.	  	Issuance of Additional Securities	  	 	39	  
	
	ARTICLE 3	  
	
	Redemption	  
				
	 SECTION
	 	3.01.	  	Notices to Trustee	  	 	40	  
	 SECTION
	 	3.02.	  	Selection of Securities to Be Redeemed	  	 	40	  
	 SECTION
	 	3.03.	  	Notice of Redemption	  	 	40	  
	 SECTION
	 	3.04.	  	Effect of Notice of Redemption	  	 	41	  
	 SECTION
	 	3.05.	  	Deposit of Redemption Price	  	 	41	  
	 SECTION
	 	3.06.	  	Securities Redeemed in Part	  	 	41	  
	 SECTION
	 	3.07.	  	Company Discretion	  	 	41	  









									
	ARTICLE 4	  
	
	Covenants	  
				
	SECTION	 	4.01.	  	Payment of Securities	  	 	42	  
	 SECTION
	 	4.02.	  	SEC Reports	  	 	42	  
	 SECTION
	 	4.03.	  	Limitation on Indebtedness	  	 	43	  
	 SECTION
	 	4.04.	  	Limitation on Restricted Payments	  	 	46	  
	 SECTION
	 	4.05.	  	Limitation on Restrictions on Distributions from Restricted Subsidiaries	  	 	50	  
	SECTION	 	4.06.	  	Limitation on Sales of Assets and Subsidiary Stock	  	 	52	  
	SECTION	 	4.07.	  	Limitation on Affiliate Transactions	  	 	56	  
	 SECTION
	 	4.08.	  	Limitation on Line of Business	  	 	57	  
	 SECTION
	 	4.09.	  	Change of Control	  	 	57	  
	 SECTION
	 	4.10.	  	Limitation on Liens	  	 	58	  
	 SECTION
	 	4.11.	  	Limitation on Sale/Leaseback Transactions	  	 	59	  
	 SECTION
	 	4.12.	  	Future Guarantors	  	 	60	  
	 SECTION
	 	4.13.	  	Compliance Certificate	  	 	60	  
	 SECTION
	 	4.14.	  	Further Instruments and Acts	  	 	60	  
	 SECTION
	 	4.15.	  	Covenant Suspension	  	 	60	  
	 SECTION
	 	4.16.	  	Impairment of Security Interest	  	 	61	  
	
	ARTICLE 5	  
	
	Successor Company	  
				
	 SECTION
	 	5.01.	  	When Company May Merge or Transfer Assets	  	 	62	  
	
	ARTICLE 6	  
	
	Defaults and Remedies	  
				
	SECTION	 	6.01.	  	Events of Default	  	 	65	  
	 SECTION
	 	6.02.	  	Acceleration	  	 	68	  
	 SECTION
	 	6.03.	  	Other Remedies	  	 	68	  
	 SECTION
	 	6.04.	  	Waiver of Past Defaults	  	 	68	  
	 SECTION
	 	6.05.	  	Control by Majority	  	 	69	  
	 SECTION
	 	6.06.	  	Limitation on Suits	  	 	69	  
	 SECTION
	 	6.07.	  	Rights of Holders to Receive Payment	  	 	69	  
	 SECTION
	 	6.08.	  	Collection Suit by Trustee	  	 	70	  
	 SECTION
	 	6.09.	  	Trustee May File Proofs of Claim	  	 	70	  
	 SECTION
	 	6.10.	  	Priorities	  	 	70	  
	 SECTION
	 	6.11.	  	Undertaking for Costs	  	 	70	  
	 SECTION
	 	6.12.	  	Waiver of Stay or Extension Laws	  	 	71	  


  
 ii 










									
	ARTICLE 7	  
	
	Trustee	  
				
	SECTION	 	7.01.	  	Duties of Trustee	  	 	71	  
	 SECTION
	 	7.02.	  	Rights of Trustee	  	 	72	  
	 SECTION
	 	7.03.	  	Individual Rights of Trustee	  	 	72	  
	 SECTION
	 	7.04.	  	Trustee’s Disclaimer	  	 	73	  
	 SECTION
	 	7.05.	  	Notice of Defaults	  	 	73	  
	SECTION	 	7.06.	  	Reports by Trustee to Holders	  	 	73	  
	SECTION	 	7.07.	  	Compensation and Indemnity	  	 	73	  
	 SECTION
	 	7.08.	  	Replacement of Trustee	  	 	74	  
	 SECTION
	 	7.09.	  	Successor Trustee by Merger	  	 	75	  
	 SECTION
	 	7.10.	  	Eligibility; Disqualification	  	 	75	  
	 SECTION
	 	7.11.	  	Preferential Collection of Claims Against Company	  	 	75	  
	
	ARTICLE 8	  
	
	Discharge of Indenture; Defeasance	  
				
	 SECTION
	 	8.01.	  	Discharge of Liability on Securities; Defeasance	  	 	75	  
	 SECTION
	 	8.02.	  	Conditions to Defeasance	  	 	76	  
	 SECTION
	 	8.03.	  	Application of Trust Money	  	 	78	  
	SECTION	 	8.04.	  	Repayment to Company	  	 	78	  
	SECTION	 	8.05.	  	Indemnity for Government Obligations	  	 	78	  
	 SECTION
	 	8.06.	  	Reinstatement	  	 	78	  
	
	ARTICLE 9	  
	
	Amendments	  
				
	SECTION	 	9.01.	  	Without Consent of Holders	  	 	78	  
	 SECTION
	 	9.02.	  	With Consent of Holders	  	 	80	  
	 SECTION
	 	9.03.	  	Compliance with Trust Indenture Act	  	 	81	  
	 SECTION
	 	9.04.	  	Revocation and Effect of Consents and Waivers	  	 	81	  
	 SECTION
	 	9.05.	  	Notation on or Exchange of Securities	  	 	81	  
	 SECTION
	 	9.06.	  	Trustee to Sign Amendments	  	 	82	  
	 SECTION
	 	9.07.	  	Payment for Consent	  	 	82	  
	
	ARTICLE 10	  
	
	Guaranties	  
				
	 SECTION
	 	10.01.	  	Guaranties	  	 	82	  
	 SECTION
	 	10.02.	  	Limitation on Liability	  	 	84	  
	 SECTION
	 	10.03.	  	Successors and Assigns	  	 	85	  
	 SECTION
	 	10.04.	  	No Waiver	  	 	85	  


  
 iii










									
	 SECTION
	  	10.05.	  	Modification	  	 	85	  
	 SECTION
	  	10.06.	  	Release of Guarantor	  	 	85	  
	 SECTION
	  	10.07.	  	Contribution	  	 	86	  
	
	ARTICLE 11	  
	
	Collateral and Security	  
				
	 SECTION
	  	11.01.	  	The Collateral Agent	  	 	86	  
	 SECTION
	  	11.02.	  	Acceptance of Notes Collateral Documents	  	 	90	  
	 SECTION
	  	11.03.	  	Further Assurances	  	 	90	  
	 SECTION
	  	11.04.	  	After-Acquired Property	  	 	90	  
	 SECTION
	  	11.05.	  	Real Property Mortgages	  	 	91	  
	 SECTION
	  	11.06.	  	Release	  	 	91	  
	
	ARTICLE 12	  
	
	Miscellaneous	  
				
	 SECTION
	  	12.01.	  	Trust Indenture Act Controls	  	 	93	  
	 SECTION
	  	12.02.	  	Notices	  	 	93	  
	 SECTION
	  	12.03.	  	Communication by Holders with Other Holders	  	 	94	  
	 SECTION
	  	12.04.	  	Certificate and Opinion as to Conditions Precedent	  	 	94	  
	 SECTION
	  	12.05.	  	Statements Required in Certificate or Opinion	  	 	95	  
	 SECTION
	  	12.06.	  	When Securities Disregarded	  	 	95	  
	 SECTION
	  	12.07.	  	Rules by Trustee, Paying Agent and Registrar	  	 	95	  
	 SECTION
	  	12.08.	  	Legal Holidays	  	 	95	  
	 SECTION
	  	12.09.	  	Governing Law	  	 	95	  
	 SECTION
	  	12.10.	  	No Recourse Against Others	  	 	95	  
	 SECTION
	  	12.11.	  	Successors	  	 	96	  
	 SECTION
	  	12.12.	  	Multiple Originals	  	 	96	  
	 SECTION
	  	12.13.	  	Table of Contents; Headings	  	 	96	  

 Appendix 

Exhibit A – Form of Security 

  
 iv 









 INDENTURE dated as of August 17, 2012, among CHS/COMMUNITY HEALTH
SYSTEMS, INC., a Delaware corporation, COMMUNITY HEALTH SYSTEMS, INC., a Delaware corporation (the “Parent”), those Subsidiary Guarantors that from time to time become parties to this Indenture, REGIONS BANK, an Alabama banking
corporation, as trustee (the “Trustee”), and CREDIT SUISSE AG, as collateral agent. 
 Each party agrees as follows
for the benefit of the other parties and for the equal and ratable benefit of the Holders (as defined below) of the Company’s Securities (as defined in the Appendix attached hereto): 

ARTICLE 1 

DEFINITIONS AND INCORPORATION BY REFERENCE 
 SECTION 1.01. Definitions. 
 “Additional Assets” means
(1) any property, plant or equipment or other assets or capital expenditures used in a Related Business or that replace the assets that were the subject of the Asset Disposition; (2) the Capital Stock of a Person that becomes a Restricted
Subsidiary as a result of the acquisition of such Capital Stock by the Company or another Restricted Subsidiary; or (3) Capital Stock constituting a minority interest in any Person that at such time is a Restricted Subsidiary; provided,
however, that any such Restricted Subsidiary described in clause (2) or (3) above is primarily engaged in a Related Business or replaces the assets that were the subject of the Asset Disposition. 

“Additional First Lien Obligations” means First Lien Obligations (other than the Credit Agreement Obligations and the
Obligations in respect of the Securities and the Guaranties) permitted to be incurred and permitted to be secured by the Collateral under this Indenture, the Credit Agreement and any other then existing First Lien Debt Documents that become
“Additional Obligations” under the Intercreditor Agreement. 
 “Additional First Lien Obligation Collateral
Documents” means, in respect of any series of Additional First Lien Obligations, each agreement, instrument or other document entered into in favor of the Authorized Representative in respect of such Indebtedness or any of the other secured
parties in respect thereof for purposes of securing the Obligations under such Indebtedness, as the same may be amended, restated, supplemented or otherwise modified from time to time. 

“Additional First Lien Obligation Secured Parties” means (a) the holders of any Additional First Lien Obligations
(including any Pari Passu Debt Obligations), (b) any Authorized Representatives with respect thereto and (c) the successors and assigns of each of the foregoing. 







 “Additional Securities” means Securities issued under this Indenture after the
Issue Date and in compliance with Section 2.13 and 4.03. 
 “Affiliate” of any specified Person means any other
Person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any Person means the power to
direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to
the foregoing. 
 “Applicable Authorized Representative” shall have the meaning assigned to such term in the
Intercreditor Agreement. 
 “Applicable Premium” means with respect to any Security on any applicable redemption date,
the excess of (A) the present value at such redemption date of (i) the redemption price of such Security on August 15, 2015 (such redemption price being described in the second paragraph of section 5 of the Securities, exclusive
of any accrued interest) plus (ii) all required remaining scheduled interest payments due on such Security through August 15, 2015 (but excluding accrued and unpaid interest to the redemption date), computed using a discount rate equal to
the Treasury Rate plus 0.50%, over (B) the then-outstanding principal amount of such Security on such redemption date. 

“Asset Disposition” means any sale, lease, transfer or other voluntary disposition (or series of related sales, leases,
transfers or dispositions) by the Company or any Restricted Subsidiary, including any disposition by means of a merger, consolidation or similar transaction (each referred to for the purposes of this definition as a “disposition”), of

 (1) any shares of Capital Stock of a Restricted Subsidiary (other than directors’ qualifying shares or
shares required by applicable law to be held by a Person other than the Company or a Restricted Subsidiary); 

(2) all or substantially all the assets of any division or line of business of the Company or any Restricted Subsidiary;
or 
 (3) any other assets of the Company or any Restricted Subsidiary outside of the ordinary course of business
of the Company or such Restricted Subsidiary, 
 other than, in the case of clauses (1), (2) and (3) above, (A) a disposition by
a Restricted Subsidiary to the Company or by the Company or a Restricted Subsidiary to a Restricted Subsidiary, (B) for purposes of Section 4.06 only, (i) a disposition that constitutes a Restricted Payment (or would constitute a
Restricted Payment but for the exclusions from the definition thereof, including the exclusion for Permitted Investments) and that is not prohibited by Section 4.04 and (ii) a disposition of all or substantially all the assets of the
Company in accordance with Section 5.01 or any disposition that constitutes a Change of Control, (C) a disposition of assets with a fair market value of less than $100,000,000, 

  
 2 








 
(D) a disposition of cash or Temporary Cash Investments, (E) the creation of a Lien (but not the sale or other disposition of the property subject to such Lien), (F) a Hospital Swap,
(G) long-term leases of Hospitals to another Person; provided that the aggregate book value of the properties subject to such leases at any one time outstanding does not exceed 10% of the Total Assets at the time any such lease is
entered into, (H) a disposition of property no longer used or useful in the conduct of the business of the Company and its Restricted Subsidiaries, (I) a disposition of Capital Stock, or Indebtedness or other securities of, an Unrestricted
Subsidiary, (J) foreclosures on assets or transfers by reason of eminent domain, (K) a disposition of an account receivable in connection with the collection or compromise thereof and (L) any sale, disposition or creation of a Lien
pursuant to a Qualified Receivables Transaction. 
 “Attributable Debt” in respect of a Sale/Leaseback Transaction
means, as at the time of determination, the present value (discounted at the interest rate borne by the Securities, compounded annually) of the total obligations of the lessee for rental payments during the remaining term of the lease included in
such Sale/Leaseback Transaction (including any period for which such lease has been extended); provided, however, that if such Sale/Leaseback Transaction results in a Capital Lease Obligation, the amount of Indebtedness represented
thereby will be determined in accordance with the definition of “Capital Lease Obligation”. 
 “Authorized
Representative” shall have the meaning assigned to such term in the Intercreditor Agreement. 
 “Average Life”
means, as of the date of determination, with respect to any Indebtedness, the quotient obtained by dividing (1) the sum of the products of the numbers of years from the date of determination to the dates of each successive scheduled principal
payment of or redemption or similar payment with respect to such Indebtedness multiplied by the amount of such payment by (2) the sum of all such payments. 
 “Board of Directors” means the Board of Directors of the Company or any committee thereof duly authorized to act on behalf of such Board. 

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

“Capital Lease Obligation” means an obligation that is required to be classified and accounted for as a capital lease for
financial reporting purposes in accordance with GAAP, and the amount of Indebtedness represented by such obligation shall be the capitalized amount of such obligation determined in accordance with GAAP; and the Stated Maturity thereof shall be the
date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty. For purposes of Section 4.10, a Capital Lease Obligation will
be deemed to be secured by a Lien on the property being leased. 

  
 3 








 “Capital Stock” of any Person means any and all shares, interests (including
partnership interests), rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including any Preferred Stock, but excluding any debt securities convertible into such
equity. 
 “Change of Control” means the occurrence of any of the following events: 

(1) 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 any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) of “beneficial ownership” (as defined in Rules 13d-3 and 13d-5 under
the Exchange Act, except that for purposes of this clause (1) such person shall be deemed to have “beneficial ownership” of all shares that any such person has the right to acquire, whether such right is exercisable immediately or
only after the passage of time), directly or indirectly, of more than 50% of the total voting power of the Voting Stock of the Company or Parent; 
 (2) individuals who on the Issue Date constituted the Board of Directors or the Parent Board (together with any new directors whose election by such Board of Directors or the Parent Board or whose
nomination for election by the stockholders of the Company or Parent, as the case may be, was approved by a vote of a majority of the directors of the Company or Parent, as the case may be, then still in office who were either directors on the Issue
Date or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors or the Parent Board, as the case may be, then in office; and 

(3) the merger or consolidation of Parent or the Company with or into another Person or the merger of another Person with
or into Parent or the Company, or the sale of all or substantially all the assets of Parent or the Company (determined on a consolidated basis) to another Person other than a transaction following which (i) in the case of a merger or
consolidation transaction, holders of securities that represented 100% of the Voting Stock of Parent or the Company immediately prior to such transaction (or other securities into which such securities are converted as part of such merger or
consolidation transaction) own directly or indirectly at least a majority of the voting power of the Voting Stock of the surviving Person in such merger or consolidation transaction immediately after such transaction and (ii) in the case of a
sale of assets transaction, each transferee becomes an obligor in respect of the Securities. 
 “Code” means the
Internal Revenue Code of 1986, as amended. 
 “Collateral” means all assets and properties subject to Liens created
pursuant to any Notes Collateral Document to secure the Obligations in respect of the Securities (including the Guaranties), the Notes Collateral Documents and this Indenture. 

  
 4 








 “Collateral Agent” means Credit Suisse AG, in its capacity as collateral agent
under the Collateral Agreement (including any sub-agents or additional agents from time to time appointed by it), and any successor thereof. 
 “Collateral Agreement” means the Amended and Restated Guarantee and Collateral Agreement, dated as of July 25, 2007, as amended and restated as of November 5, 2010, by and among the
Parent, the Company, certain of its Subsidiaries identified therein as guarantors and Credit Suisse AG, as the Collateral Agent, together with the documents related thereto (including the supplements thereto and certificates delivered thereunder
designating indebtedness and other obligations as “Pari Passu Debt Obligations” thereunder), as amended, restated, supplemented or otherwise modified from time to time. 

“Collateral Documents” means, collectively, the Notes Collateral Documents, the Credit Agreement Collateral Documents and the
Additional First Lien Obligations Collateral Documents. 
 “Company” means the party named as such in this Indenture
until a successor replaces it and, thereafter, means the successor and, for purposes of any provision contained herein and required by the TIA, each other obligor on the indenture securities. 

“Consolidated Coverage Ratio” as of any date of determination means the ratio of 

(1) the aggregate amount of EBITDA for the period of the most recent four consecutive fiscal quarters for which internal
financial statements are available to 
 (2) Consolidated Interest Expense for such four fiscal quarters;

 provided, however, that 
 (A) if the Company or any Restricted Subsidiary has Incurred any Indebtedness since the beginning of such period that remains outstanding or if the transaction giving rise to the need to calculate the
Consolidated Coverage Ratio is an Incurrence of Indebtedness, or both, EBITDA and Consolidated Interest Expense for such period shall be calculated after giving effect on a pro forma basis to such Indebtedness (but excluding any Indebtedness
Incurred on or after such date of determination pursuant to Section 4.03(b)) as if such Indebtedness had been Incurred on the first day of such period, 
 (B) if the Company or any Restricted Subsidiary has repaid, repurchased, defeased or otherwise discharged any Indebtedness since the beginning of such period or if any Indebtedness is to be repaid,
repurchased, defeased or otherwise discharged (in each case other than Indebtedness Incurred under any revolving credit facility unless such Indebtedness has been permanently 

  
 5 








 
repaid and has not been replaced) on the date of the transaction giving rise to the need to calculate the Consolidated Coverage Ratio, EBITDA and Consolidated Interest Expense for such period
shall be calculated on a pro forma basis as if such discharge had occurred on the first day of such period and as if the Company or such Restricted Subsidiary had not earned the interest income actually earned during such period in
respect of cash or Temporary Cash Investments used to repay, repurchase, defease or otherwise discharge such Indebtedness, 
 (C) if since the beginning of such period the Company or any Restricted Subsidiary shall have made any Asset Disposition, EBITDA for such period shall be reduced by an amount equal to EBITDA (if positive)
directly attributable to the assets which are the subject of such Asset Disposition for such period, or increased by an amount equal to EBITDA (if negative), directly attributable thereto for such period and Consolidated Interest Expense for such
period shall be reduced by an amount equal to the Consolidated Interest Expense directly attributable to any Indebtedness of the Company or any Restricted Subsidiary repaid, repurchased, defeased or otherwise discharged with respect to the Company
and its continuing Restricted Subsidiaries in connection with such Asset Disposition for such period (or, if the Capital Stock of any Restricted Subsidiary is sold, the Consolidated Interest Expense for such period directly attributable to the
Indebtedness of such Restricted Subsidiary to the extent the Company and its continuing Restricted Subsidiaries are no longer liable for such Indebtedness after such sale), 

(D) if since the beginning of such period the Company or any Restricted Subsidiary (by merger or otherwise) shall have
made an Investment in any Restricted Subsidiary (or any Person which becomes a Restricted Subsidiary) or an acquisition of assets, including any acquisition of assets occurring in connection with a transaction requiring a calculation to be made
hereunder, which constitutes all or substantially all of an operating unit of a business, EBITDA and Consolidated Interest Expense for such period shall be calculated after giving pro forma effect thereto (including the Incurrence of
any Indebtedness) as if such Investment or acquisition had occurred on the first day of such period and 
 (E) if
since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged with or into the Company or any Restricted Subsidiary since the beginning of such period) shall have made any Asset Disposition, any
Investment or acquisition of assets that would have required an adjustment pursuant to clause (C) or (D) above if made by the Company or a Restricted Subsidiary during such period, EBITDA and Consolidated Interest Expense for such period
shall be calculated after giving pro forma effect thereto as if such Asset Disposition, Investment or acquisition had occurred on the first day of such period. 

  
 6 








 For purposes of this definition, whenever pro forma effect is to be given to an acquisition
of assets, the amount of income or earnings relating thereto and the amount of Consolidated Interest Expense associated with any Indebtedness Incurred in connection therewith, the pro forma calculations shall be determined in good
faith by a responsible financial or accounting Officer of the Company. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in
effect on the date of determination had been the applicable rate for the entire period (taking into account any Interest Rate Agreement applicable to such Indebtedness if such Interest Rate Agreement has a remaining term in excess of
12 months). If any Indebtedness is incurred under a revolving credit facility and is being given pro forma effect, the interest on such Indebtedness shall be calculated based on the average daily balance of such Indebtedness for
the four fiscal quarters subject to the pro forma calculation to the extent that such Indebtedness was Incurred solely for working capital purposes. 
 “Consolidated Interest Expense” means, for any period, the total interest expense of the Company and its consolidated Restricted Subsidiaries, plus, to the extent not included in such total
interest expense, and to the extent incurred by the Company or its Restricted Subsidiaries, without duplication (but excluding, in each case amortization of deferred financing fees, any loss on early extinguishment of Indebtedness and any fees
related to a Qualified Receivables Transaction), 
 (1) interest expense attributable to Capital Lease
Obligations; 
 (2) amortization of debt discount; 

(3) capitalized interest; 
 (4) non-cash interest expense (other than imputed interest as a result of purchase accounting); 
 (5) commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing; 

(6) net payments pursuant to Hedging Obligations; 

(7) dividends paid in respect of all Disqualified Stock of the Company and all Preferred Stock of any Restricted
Subsidiary, in each case, held by Persons other than the Company or a Wholly Owned Subsidiary (other than dividends payable solely in Capital Stock (other than Disqualified Stock) of the Company); 

(8) interest incurred in connection with Investments in discontinued operations; 

(9) interest accruing on any Indebtedness of any other Person to the extent such Indebtedness is Guaranteed by (or secured
by the assets of) the Company or any Restricted Subsidiary; and 
 (10) the cash contributions to any employee
stock ownership plan or similar trust to the extent such contributions are used by such plan or trust to pay interest or fees to any Person (other than the Company) in connection with Indebtedness Incurred by such plan or trust. 

  
 7 








 “Consolidated Net Income” means, for any period, the net income of the Company
and its consolidated Subsidiaries; provided, however, that there shall not be included in such Consolidated Net Income: 
 (1) any net income of any Person (other than the Company) if such Person is not a Restricted Subsidiary, except that 

(A) subject to the exclusion contained in clause (4) below, the Company’s equity in the net income of any such
Person for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash actually distributed by such Person during such period to the Company or a Restricted Subsidiary as a dividend or other distribution
(subject, in the case of a dividend or other distribution paid to a Restricted Subsidiary, to the limitations contained in clause (3) below); and 
 (B) the Company’s equity in a net loss of any such Person for such period shall be included in determining such Consolidated Net Income to the extent actually funded with cash; 

(2) any net income (or loss) of any Person acquired by the Company or a Subsidiary in a pooling of interests transaction
(or any transaction accounted for in a manner similar to a pooling of interests) for any period prior to the date of such acquisition; 
 (3) any net income of any Restricted Subsidiary if such Restricted Subsidiary is subject to restrictions, directly or indirectly, on the payment of dividends or the making of distributions by such
Restricted Subsidiary, directly or indirectly, to the Company, except that 
 (A) subject to the exclusion
contained in clause (4) below, the Company’s equity in the net income of any such Restricted Subsidiary for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash that could have been distributed
by such Restricted Subsidiary during such period to the Company or another Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution paid to another Restricted Subsidiary, to the limitation
contained in this clause); and 
 (B) the Company’s equity in a net loss of any such Restricted Subsidiary
for such period shall be included in determining such Consolidated Net Income to the extent actually funded in cash; 
 (4) any gain (or loss) realized upon the sale or other disposition of any assets of the Company, its consolidated Subsidiaries or any other Person (including pursuant to any sale-and-leaseback
arrangement) which is not sold or otherwise disposed of in the ordinary course of business and any gain (or loss) realized upon the sale or other disposition of any Capital Stock of any Person; 

  
 8 








 (5) extraordinary, unusual or nonrecurring gains, losses, costs, charges or
expenses (including severance, relocation, transition and other restructuring costs and litigation settlements or losses); 
 (6) the cumulative effect of a change in accounting principles; 

(7) non-cash compensation charges, including any such charges arising from stock options, restricted stock grants or other
equity-incentive programs; 
 (8) any net after-tax gains or losses and all fees and expenses or charges relating
thereto attributable to the early extinguishment of Indebtedness; 
 (9) the effect of any non-cash items
resulting from any amortization, write-up, write-down or write-off of assets (including intangible assets, goodwill and deferred financing costs in connection with the Transactions or any future acquisition, disposition, merger, consolidation or
similar transaction or any other non-cash impairment charges incurred subsequent to the Issue Date resulting from the application at SFAS Nos. 141, 142 or 144 (excluding any such non-cash item to the extent that it represents an accrual of or
reserve for cash expenditures in any future period except to the extent such item is subsequently reversed)); 

(10) any net gain or loss resulting from Hedging Obligations (including pursuant to the application of SFAS No. 133);
and 
 (11) any net after-tax income or loss from discontinued operations and any net after-tax gains or losses
on disposal of discontinued operations, 
 in each case, for such period. Notwithstanding the foregoing, for the purpose of Section 4.04
only, there shall be excluded from Consolidated Net Income any repurchases, repayments or redemptions of Investments, proceeds realized on the sale of Investments or return of capital to the Company or a Restricted Subsidiary to the extent such
repurchases, repayments, redemptions, proceeds or returns increase the amount of Restricted Payments permitted under such Section pursuant to Section 4.04(a)(3)(D). 
 “Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases 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 any obligation of such Person, whether or not contingent, (i) to purchase any such primary obligation or any
property constituting direct or indirect security therefor, (ii) to advance or supply funds (A) for the purchase or payment of any such primary obligation or (B) to maintain working capital or equity capital of the primary obligor or
otherwise to maintain the net worth or solvency of the primary obligor or (iii) 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. 

  
 9 








 “Credit Agreement” means the Credit Agreement, originally dated as of
July 25, 2007, by and among Parent, the Company, certain of its Subsidiaries identified therein as guarantors, the lenders from time to time party thereto, Credit Suisse, as Administrative Agent and collateral agent, together with the related
documents thereto (including the term loans and revolving loans thereunder, any letters of credit and reimbursement obligations related thereto, any guarantees and security documents), as amended, extended, renewed, restated, refunded, replaced,
refinanced, supplemented, modified or otherwise changed (in whole or in part, and without limitation as to amount, terms, conditions, covenants and other provisions) from time to time, and any one or more other agreements (and related documents)
governing Indebtedness, including indentures, incurred to Refinance, substitute, supplement, replace or add to (including increasing the amount available for borrowing or adding or removing any Person as a borrower, issuer or guarantor thereunder),
in whole or in part, the borrowings and commitments then outstanding or permitted to be outstanding under such Credit Agreement or one or more successors to the Credit Agreement or one or more new credit agreements. 

“Credit Agreement Administrative Agent” means, at any time, the administrative agent in respect of the Credit Agreement at such
time. 
 “Credit Agreement Collateral Documents” means the Collateral Agreement, the Intercreditor Agreement, the
intellectual property security agreements, the mortgages and each other agreement, instrument or other document entered into in favor of the Collateral Agent or any of the other Credit Agreement Secured Parties for purposes of securing the Credit
Agreement Obligations (including the guarantees under the Collateral Agreement), as the same may be amended, restated, supplemented or otherwise modified from time to time. 
 “Credit Agreement Obligations” means (a) the due and punctual payment of (i) the principal of and interest (including interest accruing during the pendency of any bankruptcy,
insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the loans under the Credit Agreement, when and as due, whether at maturity, by acceleration, upon one or more dates set for
prepayment or otherwise, (ii) each payment required to be made by the Company under the Credit Agreement in respect of any letter of credit, when and as due, including payments in respect of reimbursement of disbursements, interest thereon and
obligations to provide cash collateral, and (iii) all other monetary obligations of the Company to any of the Credit Agreement Secured Parties under the Credit Agreement and each of the other loan documents in respect thereof, including fees,
costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of
whether allowed or allowable in such proceeding), (b) the due and punctual performance of all other obligations of the Company under or pursuant to the Credit Agreement and each of the other loan documents in respect


  
 10 









 
thereof, (c) the due and punctual payment and performance of all the obligations of Parent and each other Subsidiary of Parent under or pursuant to the Collateral Agreement and each of the
other loan documents in respect of the Credit Agreement and (d) the due and punctual payment and performance of all obligations of Parent and each Subsidiary of Parent under each hedging agreement or cash management arrangement that
(i) was in effect on July 25, 2007 with a counterparty that is, or is an Affiliate of, the Credit Agreement Administrative Agent or a lender thereunder as of July 25, 2007 or (ii) is entered into after July 25, 2007 with any
counterparty that is, or is an Affiliate of, the Credit Agreement Administrative Agent or a lender at the time such hedging agreement or cash management arrangement is entered into; provided, however, that the aggregate amount of obligations under
cash management arrangements that shall constitute “Credit Agreement Obligations” shall not exceed $200,000,000 at any time. 
 “Credit Agreement Secured Parties” means (a) the holders of Credit Agreement Obligations, (b) the Authorized Representatives with respect thereto and (c) the successors and
assigns of each of the foregoing. 
 “Credit Facilities” means one or more debt facilities (including the Credit
Agreement and indentures or debt securities) or commercial paper facilities, in each case with banks or other institutional lenders or investors providing for revolving credit loans, term debt, receivables financing (including through the sale of
receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables), debt securities or letters of credit, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced in
whole or in part from time to time, including any refunding, replacement or refinancing thereof through the issuance of debt securities. 
 “Currency Agreement” means any foreign exchange contract, currency swap agreement or other similar agreement with respect to currency values. 

“Default” means any event which is, or after notice or passage of time or both would be, an Event of Default. 

“Designated Noncash Consideration” means the fair market value of noncash consideration received by the Company or one of its
Restricted Subsidiaries in connection with an Asset Disposition that is designated as Designated Noncash Consideration pursuant to an Officers’ Certificate setting forth the basis of such valuation, less the amount of cash or cash equivalents
received in connection with a subsequent sale, redemption or payment of, on or with respect to such Designated Noncash Consideration. 
 “Disqualified Stock” means, with respect to any Person, any Capital Stock which by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the
option of the holder) or upon the happening of any event: 

  
 11 









 (1) matures or is mandatorily redeemable (other than redeemable only for
Capital Stock of such Person which is not itself Disqualified Stock) pursuant to a sinking fund obligation or otherwise; 
 (2) is convertible or exchangeable at the option of the holder for Indebtedness or Disqualified Stock; or 
 (3) is mandatorily redeemable or must be purchased upon the occurrence of certain events or otherwise, in whole or in part, 
 in each case on or prior to the date which is 91 days after the Stated Maturity of the Securities; provided, however, that any Capital Stock that would not constitute Disqualified Stock but
for provisions thereof giving holders thereof the right to require such Person to purchase or redeem such Capital Stock upon the occurrence of an “asset sale” or “change of control” shall not constitute Disqualified Stock if
(A) the “asset sale” or “change of control” provisions applicable to such Capital Stock are not more favorable in terms of price to the holders of such Capital Stock than the terms applicable to the Securities in
Sections 4.06 and 4.09 and (B) any such requirement only becomes operative after compliance with such terms applicable to the Securities, including the purchase of any Securities tendered pursuant thereto. 

The amount of any Disqualified Stock that does not have a fixed redemption, repayment or repurchase price will be calculated in
accordance with the terms of such Disqualified Stock as if such Disqualified Stock were redeemed, repaid or repurchased on any date on which the amount of such Disqualified Stock is to be determined pursuant to this Indenture; provided,
however, that if such Disqualified Stock could not be required to be redeemed, repaid or repurchased at the time of such determination, the redemption, repayment or repurchase price will be the book value of such Disqualified Stock as
reflected in the most recent financial statements of such Person. 
 “Domestic Restricted Subsidiary” means any
Restricted Subsidiary other than a Foreign Subsidiary. 
 “EBITDA” for any period means the sum of Consolidated Net
Income, plus the following to the extent deducted in calculating such Consolidated Net Income: 
 (1) all income
tax expense of the Company and its consolidated Restricted Subsidiaries; 
 (2) Consolidated Interest Expense;

 (3) depreciation and amortization expense of the Company and its consolidated Restricted Subsidiaries
(excluding amortization expense attributable to a prepaid item that was paid in cash in a prior period); 
 (4)
all other non-cash charges of the Company and its consolidated Restricted Subsidiaries (excluding any such non-cash charge to the extent that it 

  
 12 









 
represents an accrual of or reserve for cash expenditures in any future period) less all non-cash items of income of the Company and its consolidated Restricted Subsidiaries (other than accruals
of revenue by the Company and its consolidated Restricted Subsidiaries in the ordinary course of business); and 

(5) fees related to a Qualified Receivables Transaction, 
 in each case for such period. Notwithstanding the foregoing, the provision for taxes based on the income or profits of, and the depreciation and amortization and non-cash charges of, a Restricted
Subsidiary shall be added to Consolidated Net Income to compute EBITDA only to the extent (and in the same proportion, including by reason of minority interests) that the net income or loss of such Restricted Subsidiary was included in calculating
Consolidated Net Income and only if a corresponding amount would be permitted at the date of determination to be dividended to the Company by such Restricted Subsidiary without prior approval (that has not been obtained), pursuant to the terms of
its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to such Restricted Subsidiary or its stockholders. 

“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company,
beneficial interests in a trust or other equity interests in any person, and any option, warrant or other right entitling the holder thereof to purchase or otherwise acquire any such equity interest. 

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended. 

“Excluded Asset” means the assets and property described in Section 3.01 and Section 4.01 of the Collateral Agreement
as not forming part of the Collateral. 
 “Excluded Stock Collateral” means any Equity Interests which, if part of the
Collateral securing the Securities or the Guaranties, would require the Company to file separate financial statements for any Subsidiary with the SEC. 
 “First Lien” means the liens on the Collateral in favor of the Secured Parties under the Collateral Documents. 
 “First Lien Debt Documents” means, with respect to any class of First Lien Obligations, the promissory notes, indentures, Collateral Documents or other operative agreements evidencing or
governing such First Lien Obligations, as the same may be amended, restated, supplemented or otherwise modified from time to time. 
 “First Lien Obligations” means the Obligations in respect of the Securities (including the Guaranties), the Notes Collateral Documents and this Indenture, the Credit Agreement Obligations and
any Additional First Lien Obligations secured by the Collateral on a pari passu basis (but without regard to control of remedies) with the Securities; provided, however, that (i) such indebtedness is permitted to be incurred, secured and
guaranteed on such basis by each First Lien Debt Document and (ii) in the 

  
 13 









 
case of any First Lien Obligations incurred after the Issue Date, the Authorized Representative for the holders of such indebtedness shall have become party to the Intercreditor Agreement.

 “Foreign Subsidiary” means any Restricted Subsidiary of the Company that is not organized under the laws of the
United States of America or any State thereof or the District of Columbia or any Subsidiary of such Person. 
 “GAAP”
means generally accepted accounting principles in the United States of America as in effect as of the Issue Date, including those set forth in 
 (1) the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants; 

(2) statements and pronouncements of the Financial Accounting Standards Board; and 

(3) such other statements by such other entity as approved by a significant segment of the accounting profession.

 “Governmental Authority” means any Federal, state, local or foreign court or governmental agency, authority,
instrumentality or regulatory body. 
 “Grantor” means any entity that pledges Collateral. 

“Guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness
of any Person and any obligation, direct or indirect, contingent or otherwise, of such Person: 
 (1) to purchase
or pay (or advance or supply funds for the purchase or payment of) such Indebtedness of such Person (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to
take-or-pay or to maintain financial statement conditions or otherwise); or 
 (2) entered into for the purpose
of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); 
 provided, however, that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The term “Guarantee” used as a
verb has a corresponding meaning. 
 “Guarantor” means Parent and each Subsidiary Guarantor, as applicable.

 “Guaranty” means the Parent Guaranty and each Subsidiary Guaranty, as applicable. 

  
 14 









 “Guaranty Agreement” means a supplemental indenture, in a form reasonably
satisfactory to the Trustee, pursuant to which a Subsidiary Guarantor or a successor to Parent guarantees the Company’s obligations with respect to the Securities on the terms provided for in this Indenture. 

“Hedging Obligations” of any Person means the obligations of such Person pursuant to any Interest Rate Agreement or Currency
Agreement or agreement intended to hedge against fluctuations in commodity prices. 
 “Holder” or
“Securityholder” means the Person in whose name a Security is registered on the Registrar’s books. 

“Hospital” means a hospital, outpatient clinic, outpatient surgical center, long-term care facility, medical office building or
other facility or business that is used or useful in or related to the provision of healthcare services. 
 “Hospital
Swap” means an exchange of assets and, to the extent necessary to equalize the value of the assets being exchanged, cash by the Company or a Restricted Subsidiary for one or more Hospitals and/or one or more Related Businesses, or for 100% of
the Capital Stock of any Person owning or operating one or more Hospitals and/or one or more Related Businesses; provided that cash does not exceed 30% of the sum of the amount of the cash and the fair market value of the Capital Stock or
assets received or given by the Company or a Restricted Subsidiary in such transaction. Notwithstanding the foregoing, the Company and its Restricted Subsidiaries may consummate two Hospital Swaps in any 12-month period without regard to the
requirements of the proviso in the previous sentence. 
 “Incur” means issue, assume, Guarantee, incur or otherwise
become liable for; provided, however, that any Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred by
such Person at the time it becomes a Restricted Subsidiary. The term “Incurrence” when used as a noun shall have a correlative meaning. Solely for purposes of determining compliance with Sections 4.03 and 4.10: 

(1) amortization of debt discount or the accretion of principal with respect to a non-interest bearing or other discount
security; 
 (2) the payment of regularly scheduled interest in the form of additional Indebtedness of the same
instrument or the payment of regularly scheduled dividends on Capital Stock in the form of additional Capital Stock of the same class and with the same terms; and 

(3) the obligation to pay a premium in respect of Indebtedness arising in connection with the issuance of a notice of
redemption or the making of a mandatory offer to purchase such Indebtedness, 
 will not be deemed to be the Incurrence of Indebtedness or
Liens. 

  
 15 









 “Indebtedness” means, with respect to any Person on any date of determination
(without duplication): 
 (1) the principal in respect of (A) indebtedness of such Person for money borrowed
and (B) indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable; 
 (2) all Capital Lease Obligations of such Person and all Attributable Debt in respect of Sale/Leaseback Transactions entered into by such Person; 

(3) all obligations of such Person issued or assumed as the deferred purchase price of property, all conditional sale
obligations of such Person and all obligations of such Person under any title retention agreement (but excluding any accounts payable or other liability to trade creditors arising in the ordinary course of business); 

(4) all obligations of such Person for the reimbursement of any obligor on any letter of credit, bankers’ acceptance
or similar credit transaction (other than obligations with respect to letters of credit securing obligations (other than obligations described in clauses (1) through (3) above) entered into in the ordinary course of business of
such Person to the extent such letters of credit are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than the tenth Business Day following payment on the letter of credit); 

(5) the amount of all obligations of such Person with respect to the redemption, repayment or other repurchase of any
Disqualified Stock of such Person or, with respect to any Preferred Stock of any Subsidiary of such Person, the principal amount of such Preferred Stock to be determined in accordance with this Indenture (but excluding, in each case, any accrued
dividends); 
 (6) all obligations of the type referred to in clauses (1) through (5) of other Persons
and all dividends of other Persons for the payment of which, in either case, such Person is responsible or liable, directly or indirectly, as obligor, guarantor or otherwise, including by means of any Guarantee; 

(7) all obligations of the type referred to in clauses (1) through (6) of other Persons secured by any Lien
on any property or asset of such Person (whether or not such obligation is assumed by such Person), the amount of such obligation being deemed to be the lesser of the fair market value of such property or assets and the amount of the obligation so
secured; and 
 (8) to the extent not otherwise included in this definition, Hedging Obligations of such Person.

 Notwithstanding the foregoing, (A) in connection with the purchase by the Company or any Restricted Subsidiary of any business, the term
“Indebtedness” will exclude post-closing payment adjustments to which the seller may become entitled to the extent such 

  
 16 









 
payment is determined by a final closing balance sheet or such payment depends on the performance of such business after the closing; provided, however, that, at the time of
closing, the amount of any such payment is not determinable and, to the extent such payment thereafter becomes fixed and determined, the amount is paid within 30 days thereafter and (B) the term “Indebtedness” will exclude Contingent
Obligations Incurred in the ordinary course of business and not in respect of Indebtedness. 
 The amount of Indebtedness of any
Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above; provided, however, that in the case of Indebtedness sold at a discount, the amount of such Indebtedness at any time
will be the accreted value thereof at such time. 
 “Indenture” means this Indenture as amended or supplemented from
time to time. 
 “Independent Qualified Party” means an investment banking firm, accounting firm or appraisal firm of
national standing; provided, however, that such firm is not an Affiliate of the Company. 
 “Intercreditor
Agreement” means the first lien intercreditor agreement dated as of the Issue Date, among the Collateral Agent, the Trustee, the Credit Agreement Administrative Agent and the Authorized Representatives of any series of Additional First Lien
Obligations from time to time party thereto, as such agreement shall be amended, restated or otherwise modified from time to time. 
 “Interest Rate Agreement” means any interest rate swap agreement, interest rate cap agreement or other financial agreement or arrangement with respect to exposure to interest rates. 

“Investment” in any Person means any direct or indirect advance, loan (other than advances to customers in the ordinary course
of business that are recorded as accounts receivable on the balance sheet of the lender) or other extensions of credit (including by way of Guarantee or similar arrangement) or capital contribution to (by means of any transfer of cash or other
property to others or any payment for property or services for the account or use of others), or any purchase or acquisition of Capital Stock, Indebtedness or other similar instruments issued by such Person, in each case by any other Person. If the
Company or any Restricted Subsidiary issues, sells or otherwise disposes of any Capital Stock of a Person that is a Restricted Subsidiary such that, after giving effect thereto, such Person is no longer a Restricted Subsidiary, any Investment by the
Company or any Restricted Subsidiary in such Person remaining after giving effect thereto will be deemed to be a new Investment at such time. The acquisition by the Company or any Restricted Subsidiary of a Person that holds an Investment in a third
Person will be deemed to be an Investment by the Company or such Restricted Subsidiary in such third Person at such time. Except as otherwise provided for herein, the amount of an Investment shall be its fair market value at the time the Investment
is made and without giving effect to subsequent changes in value. 

  
 17 









 For purposes of the definition of “Unrestricted Subsidiary”, the definition of
“Restricted Payment” and Section 4.04, “Investment” shall include: 
 (1) the portion
(proportionate to the Company’s equity interest in such Subsidiary) of the fair market value of the net assets of any Subsidiary of the Company at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided,
however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Company shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary equal to an amount (if positive) equal to
(A) the Company’s “Investment” in such Subsidiary at the time of such redesignation less (B) 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 
 (2) any property transferred to or from an Unrestricted
Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the Board of Directors. 
 “Investment Grade Status” shall occur when the Securities receive both of the following: (1) a rating of “BBB-” or higher from S&P and (2) a rating of
“Baa3” or higher from Moody’s; or the equivalent of such rating by either such rating organization or, if no rating of Moody’s or S&P then exists, the equivalent of such rating by any other Nationally Recognized
Statistical Rating Organization. 
 “Issue Date” means August 17, 2012. 

“Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions are not required to be open in the State of
New York. 
 “Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, encumbrance,
charge or security interest in or on such asset and (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect
as any of the foregoing) relating to such asset. For the avoidance of doubt, the term “Lien” shall not be deemed to include any license of intellectual property. 
 “Moody’s” means Moody’s Investors Service, Inc. or any of its successors or assigns that is a Nationally Recognized Statistical Rating Organization. 

“Mortgaged Properties” means, at any time, those certain parcels of real property owned by Parent or any of its Subsidiaries
that at such time is subject to a mortgage Lien to secure Credit Agreement Obligations. 
 “Nationally Recognized
Statistical Rating Organization” means a nationally recognized statistical rating organization within the meaning of Rule 436 under the Securities Act. 

  
 18 









 “Net Available Cash” from an Asset Disposition means cash payments received
therefrom (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise and proceeds from the sale or other disposition of any securities received as consideration, but only
as and when received, but excluding any other consideration received in the form of assumption by the acquiring Person of Indebtedness or other obligations relating to such properties or assets or received in any other non-cash form), in each case
net of: 
 (1) all legal, title and recording tax expenses, commissions and other fees and expenses Incurred, and
all Federal, state, provincial, foreign and local taxes required to be accrued as a liability under GAAP, as a consequence of such Asset Disposition; 
 (2) all payments made on any Indebtedness which is secured by any assets subject to such Asset Disposition, in accordance with the terms of any Lien upon or other security agreement of any kind with
respect to such assets, or which must by its terms, or in order to obtain a necessary consent to such Asset Disposition, or by applicable law, be repaid out of the proceeds from such Asset Disposition; 

(3) all distributions and other payments required to be made to minority interest holders in Restricted Subsidiaries as a
result of such Asset Disposition; 
 (4) the deduction of appropriate amounts provided by the seller as a
reserve, in accordance with GAAP, against any liabilities associated with the property or other assets disposed in such Asset Disposition and retained by the Company or any Restricted Subsidiary after such Asset Disposition; and 

(5) any portion of the purchase price from an Asset Disposition placed in escrow, whether as a reserve for adjustment of
the purchase price, for satisfaction of indemnities in respect of such Asset Disposition or otherwise in connection with that Asset Disposition; provided, however, that upon the termination of that escrow, Net Available Cash will be
increased by any portion of funds in the escrow that are released to the Company or any Restricted Subsidiary. 
 “Net Cash
Proceeds”, with respect to any issuance or sale of Capital Stock or Indebtedness, means the cash proceeds of such issuance or sale net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts
or commissions and brokerage, consultant and other fees actually Incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof. 
 “New York UCC” or “Uniform Commercial Code” means the Uniform Commercial Code as from time to time in effect in the State of New York. 

“Non-Recourse Indebtedness” of a Person means Indebtedness: 

  
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 (1) as to which neither the Company nor any Subsidiary Guarantor:

 (A) provides credit support of any kind (including any undertaking, agreement or instrument that would
constitute Indebtedness); 
 (B) is directly or indirectly liable as guarantor or otherwise; or 

(C) constitutes the lender; and 
 (2) no default with respect to which would permit upon notice, lapse of time or both any holder of any other Indebtedness of the Company or any Subsidiary Guarantor to declare a default on such other
Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity. 
 “Non-Significant
Subsidiary” means at any time, any Subsidiary (a) which at such time has total assets book value (including the total assets book value of any subsidiaries of such Subsidiary), or for which the Company or any of the Subsidiaries shall have
paid (including the assumption of Indebtedness) in connection with the acquisition of Equity Interests or the total assets of such Subsidiary, less than $10,000,000 or (b) which does not and will not itself or through its subsidiaries own a
hospital or an interest in a hospital or manage or operate a hospital as a “Non-Significant Subsidiary”, provided that the total assets of all Non-Significant Subsidiaries at any time does not exceed 5.0% of the total assets of Parent, the
Company and its Restricted Subsidiaries on a consolidated basis. 
 “Notes Collateral Documents” means the Collateral
Agreement, the Intercreditor Agreement, the intellectual property security agreements, the mortgages and each other agreement, instrument or other document entered into in favor of the Collateral Agent or any other Notes Secured Party for purposes
of securing the Obligations in respect of the Securities (including the Guaranties), the Notes Collateral Documents and this Indenture, as the same may be amended, restated, supplemented or otherwise modified from time to time. 

“Notes Secured Parties” means (a) the holders of Obligations in respect of the Securities (including the Guaranties), the
Notes Collateral Documents and this Indenture, (b) the Authorized Representatives with respect thereto and (c) the successors and assigns of each of the foregoing. 
 “Obligations” means, with respect to any Indebtedness, all obligations for principal, premium, interest, penalties, fees, indemnifications, reimbursements, and other amounts payable pursuant to
the documentation governing such Indebtedness. 
 “Officer” means the Chairman of the Board, the President, any Vice
President, the Treasurer or the Secretary of the Company. 
 “Officers’ Certificate” means a certificate signed
by two Officers. 

  
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 “Opinion of Counsel” means a written opinion from legal counsel who is acceptable
to the Trustee. The counsel may be an employee of or counsel to the Company or the Trustee. 
 “Parent” means
Community Health Systems, Inc., a Delaware corporation, and its successors or any other direct or indirect parent of the Company. 
 “Parent Board” means the Board of Directors of Parent or any committee thereof duly authorized to act on behalf of such Board. 

“Parent Guaranty” means the Guarantee by Parent of the Company’s obligations with respect to the Securities, the Notes
Collateral Documents and this Indenture. 
 “Pari Passu Agreement” means any indenture, credit agreement or other
agreement, document or instrument, if any, pursuant to which any Grantor has or will incur, assume or otherwise become liable for, Pari Passu Debt Obligations, as the same may be amended, restated, supplemented or otherwise modified from time to
time; provided that, in each case, the indebtedness and other obligations thereunder have been designated as Pari Passu Debt Obligations pursuant to and in accordance with the Collateral Agreement. 

“Pari Passu Debt Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Grantor
arising under any Pari Passu Agreement, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising (including monetary obligations incurred during the pendency
of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), in each case, that have been designated as Pari Passu Debt Obligations pursuant to and in accordance with the
Collateral Agreement and that the Authorized Representative in respect thereof has become party to the Intercreditor Agreement. 

“Pari Passu Secured Parties” means (a) the holders of any Pari Passu Debt Obligations, (b) any Authorized
Representative with respect thereto and (c) the successors and assigns of each of the foregoing. 
 “Permitted
Investment” means an Investment by the Company or any Restricted Subsidiary in: 
 (1) the Company, a
Restricted Subsidiary or a Person that will, upon the making of such Investment, become a Restricted Subsidiary; 

(2) another Person if, as a result of such Investment, such other Person is merged or consolidated with or into, or
transfers or conveys all or substantially all its assets to, the Company or a Restricted Subsidiary; 
 (3) cash
and Temporary Cash Investments; 

  
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 (4) receivables owing to the Company or any Restricted Subsidiary if created
or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided, however, that such trade terms may include such concessionary trade terms as the Company or any such
Restricted Subsidiary deems reasonable under the circumstances; 
 (5) payroll, travel and similar advances to
cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business; 

(6) loans or advances to employees made in the ordinary course of business consistent with past practices of the Company
or such Restricted Subsidiary, but in any event not to exceed $25,000,000 in the aggregate outstanding at any one time; 
 (7) stock, obligations or securities received in settlement of debts created in the ordinary course of business and owing to the Company or any Restricted Subsidiary or in satisfaction of judgments;

 (8) any Person to the extent such Investment represents the non-cash portion of the consideration received for
(i) an Asset Disposition as permitted pursuant to Section 4.06 or (ii) a disposition of assets not constituting an Asset Disposition; 
 (9) any Person where such Investment was acquired by the Company or any of its Restricted Subsidiaries (a) in exchange for any other Investment or accounts receivable held by the Company or any such
Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable or (b) 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; 
 (10) any Person to the extent such Investments consist of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar
deposits made in the ordinary course of business by the Company or any Restricted Subsidiary; 
 (11) any Person
to the extent such Investments consist of Hedging Obligations otherwise permitted under Section 4.03; 

(12) any Person to the extent such Investment exists on the Issue Date, and any extension, modification or renewal of any
such Investments existing on the Issue Date, but only to the extent not involving additional advances, contributions or other Investments of cash or other assets or other increases thereof (other than as a result of the accrual or accretion of
interest or original issue discount or the issuance of pay-in-kind securities, in each case, pursuant to the terms of such Investment as in effect on the Issue Date); 

  
 22 









 (13) (a) any Investment in any captive insurance subsidiary in
existence on the Issue Date or (b) in the event the Company or a Restricted Subsidiary shall establish a Subsidiary for the purpose of insuring the healthcare business or facilities owned or operated by the Company, any Subsidiary or any
physician employed by or on the medical staff of any such business or facility (the “Insurance Subsidiary”), Investments in an amount that do not exceed 125% of the minimum amount of capital required under the laws of the jurisdiction in
which the Insurance Subsidiary is formed (other than any excess capital that would result in any unfavorable tax or reimbursement impact if distributed), and any Investment by such Insurance Subsidiary that is a legal investment for an insurance
company under the laws of the jurisdiction in which the Insurance Subsidiary is formed and made in the ordinary course of business and rated in one of the four highest rating categories; 

(14) Physician Support Obligations incurred by the Company or any Restricted Subsidiary; 

(15) Investments made in connection with Hospital Swaps; 

(16) any Investment in a Receivables Subsidiary or other Person, pursuant to the terms and conditions of a Qualified
Receivables Transaction; 
 (17) Investments the payment for which consists of Capital Stock of the Company or
Parent (other than Disqualified Stock); 
 (18) the Incurrence of Guarantees of Indebtedness not prohibited by
Section 4.03 and performance guarantees; 
 (19) Investments consisting of earnest money deposits required
in connection with a purchase agreement or other acquisition; and 
 (20) Persons to the extent such Investments,
when taken together with all other Investments made pursuant to this clause (20) and outstanding on the date such Investment is made, do not exceed 5% of the Total Assets (with the fair market value of each Investment being measured at the time
made and without giving effect to subsequent changes in value); provided, however, that if such Investment is in Capital Stock of a Person that subsequently becomes a Restricted Subsidiary, such Investment shall thereafter be deemed
permitted under clause (1) above and shall not be included as having been made pursuant to this clause (20). 

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

(1) pledges or deposits by such Person under workers’ compensation laws, unemployment insurance laws or similar
legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits
of cash or United States government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case Incurred in the ordinary course of
business; 

  
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 (2) Liens imposed by law, such as carriers’, warehousemen’s and
mechanics’ Liens, in each case for sums not yet overdue for a period of more than 30 days or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which
such Person shall then be proceeding with an appeal or other proceedings for review and Liens arising solely by virtue of any statutory or common law provision relating to banker’s Liens, rights of set-off or similar rights and remedies as to
deposit accounts or other funds maintained with a creditor depository institution; provided, however, that (A) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by
the Company in excess of those set forth by regulations promulgated by the Federal Reserve Board and (B) such deposit account is not intended by the Company or any Restricted Subsidiary to provide collateral to the depository institution;

 (3) Liens for taxes, assessments or other governmental charges not yet overdue for a period of more than 30
days or payable or subject to penalties for non-payment or which are being contested in good faith by appropriate proceedings; 
 (4) Liens in favor of issuers of surety bonds or letters of credit issued pursuant to the request of and for the account of such Person in the ordinary course of its business; provided,
however, that such letters of credit do not constitute Indebtedness; 
 (5) minor survey exceptions, minor
encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property or Liens
incidental to the conduct of the business of such Person or to the ownership of its properties which were not Incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or
materially impair their use in the operation of the business of such Person; 
 (6) Liens securing Indebtedness
Incurred to finance the construction, purchase or lease of, or repairs, improvements or additions to, property, plant or equipment of such Person; provided, however, that the Lien may not extend to any other property owned by such
Person or any of its Restricted Subsidiaries at the time the Lien is Incurred (other than assets and property affixed or appurtenant thereto), and the Indebtedness (other than any interest thereon) secured by the Lien may not be Incurred more than
180 days after the later of the acquisition, completion of construction, repair, improvement, addition or commencement of full operation of the property subject to the Lien; 

  
 24 









 (7) Liens to secure Indebtedness permitted under Sections 4.03(b)(1)
and 4.03(b)(16) (including, during any Suspension Period, Indebtedness of the type and in the amounts specified under such clause); 
 (8) Liens existing on the Issue Date; 
 (9) Liens on property or
shares of Capital Stock of another Person at the time such other Person becomes a Subsidiary of such Person; provided, however, that the Liens may not extend to any other property owned by such Person or any of its Restricted
Subsidiaries (other than assets and property affixed or appurtenant thereto); 
 (10) Liens on property at the
time such Person or any of its Subsidiaries acquires the property, including any acquisition by means of a merger or consolidation with or into such Person or a Subsidiary of such Person; provided, however, that the Liens may not
extend to any other property owned by such Person or any of its Restricted Subsidiaries (other than assets and property affixed or appurtenant thereto); 
 (11) Liens securing Indebtedness or other obligations of a Subsidiary of such Person owing to such Person or a Restricted Subsidiary of such Person; 

(12) Liens securing Hedging Obligations so long as such Hedging Obligations are permitted to be Incurred under this
Indenture; 
 (13) Liens to secure any Refinancing (or successive Refinancings) as a whole, or in part, of any
Indebtedness secured by any Lien referred to in the foregoing clause (6), (8), (9), (10), (15) or (16); provided, however, that (A) such new Lien shall be limited to all or part of the same property and assets that
secured or, under the written agreements pursuant to which the original Lien arose, could secure the original Lien (plus improvements and accessions to such property or proceeds or distributions thereof) and (B) the Indebtedness secured by such
Lien at such time is not increased to any amount greater than the sum of (i) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clause (6), (8), (9), (10), (15) or (16) at the
time the original Lien became a Permitted Lien and (ii) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement; 

(14) Liens on assets of a Receivables Subsidiary and other customary Liens established pursuant to a Qualified Receivables
Transaction; 
 (15) Liens established to secure Obligations in respect of any Indebtedness permitted to be
incurred pursuant to Section 4.03 (including, during any Suspension Period, Indebtedness of the type and in the amounts specified under such Section); provided, however, that at the time of Incurrence and after giving pro
forma effect thereto, the ratio of (i) the aggregate amount of Secured Indebtedness as of such date of determination to (ii) EBITDA (determined on a pro forma basis consistent with the calculation of Consolidated
Coverage Ratio) for the most recent four consecutive fiscal quarters for which internal financial statements are available would be less than 4.0 to 1.0; and 

  
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 (16) Liens securing the Securities issued on the Issue Date, any Guaranty of
such Securities and other Obligations under such Securities or this Indenture with respect to such Securities. 
 Notwithstanding the foregoing,
“Permitted Liens” will not include any Lien described in clause (9) or (10) above to the extent such Lien applies to any Additional Assets acquired directly or indirectly from Net Available Cash pursuant to Section 4.06. For
purposes of this definition, the term “Indebtedness” shall be deemed to include interest on such Indebtedness. 

“Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock
company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity. 

“Physician Support Obligation” means: 
 (1) a loan to or on behalf of, or a Guarantee of Indebtedness of or income of, a physician or healthcare professional providing service to patients in the service area of a Hospital operated by the
Company or any of its Restricted Subsidiaries made or given by the Company or any Subsidiary of the Company: 

(A) in the ordinary course of its business; and 

(B) pursuant to a written agreement having a period not to exceed five years; or 

(2) Guarantees by the Company or any Restricted Subsidiary of leases and loans to acquire property (real or personal) for
or on behalf of a physician or healthcare professional providing service to patients in the service area of a Hospital operated by the Company or any of its Restricted Subsidiaries. 

“Preferred Stock”, as applied to the Capital Stock of any Person, means Capital Stock of any class or classes (however
designated) which is preferred as to the payment of dividends or distributions, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of Capital Stock of any other class of such
Person. 
 “principal” of a Security means the principal of the Security plus the premium, if any, payable on the
Security which is due or overdue or is to become due at the relevant time. 

  
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 “Prospectus Supplement” means the prospectus supplement dated August 8, 2012
related to the issuance of Securities on the Issue Date and filed with the SEC on August 9, 2012. 
 “Public Equity
Offering” means an underwritten primary public offering of common stock of Parent or the Company for cash pursuant to an effective registration statement under the Securities Act. 

“Purchase Money Indebtedness” means Indebtedness (including Capital Lease Obligations) Incurred to finance the acquisition by
the Company or a Restricted Subsidiary of equipment or property that is used or useful in a Related Business (whether through the direct purchase of such asset or the purchase of Capital Stock of any Person owning such asset), including additions
and improvements; provided, however, that any Lien arising in connection with any such Indebtedness shall be limited to the specific asset being financed or, in the case of real property or fixtures, including additions and
improvements, the real property on which such asset is attached; provided further, however, that such Indebtedness is Incurred within 180 days after such acquisition of such assets. 

“Qualified Receivables Transaction” means any transaction or series of transactions that may be entered into by the Company or
any Restricted Subsidiary pursuant to which the Company or any Restricted Subsidiary may sell, convey or otherwise transfer pursuant to customary terms to (1) a Receivables Subsidiary (in the case of a transfer by the Company or any Restricted
Subsidiary) and (2) any other Person (in the case of a transfer by a Receivables Subsidiary), or grants a security interest in, any accounts receivable (whether now existing or arising in the future) of the Company or any of its Restricted
Subsidiaries, and any assets related thereto, including all collateral securing such accounts receivable, all contracts and all guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and other
assets that are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving accounts receivable. 

“Rating Agency” means S&P and Moody’s or if S&P, Moody’s or both shall not make a rating on the Securities
publicly available, a Nationally Recognized Statistical Rating Organization or organizations, as the case may be, selected by the Company (as certified by a resolution of the Board of Directors) which shall be substituted for S&P, Moody’s
or both, as the case may be. 
 “Receivables Subsidiary” means any special purpose Wholly Owned Subsidiary of the
Company that acquires accounts receivable generated by the Company or any of its Subsidiaries and that engages in no operations or activities other than those related to a Qualified Receivables Transaction; provided that, except pursuant to
Standard Securitization Undertakings, (a) no portion of the obligations (contingent or otherwise) of which is recourse to or obligates the Company or any of its Restricted Subsidiaries in any way, (b) with which neither the Company nor any
of its Restricted Subsidiaries has any contract, agreement, arrangement or understanding other than on terms no less favorable 

  
 27 









 
to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company and (c) to which neither the Company nor any of
its Restricted Subsidiaries has any obligation to maintain or preserve such Receivables Subsidiary’s financial condition or cause such Receivables Subsidiary to achieve certain levels of operating results. 

“Receivables Transaction Amount” means, with respect to any Qualified Receivables Transaction, (a) in the case of any
securitization, the amount of obligations outstanding under the legal documents entered into as part of such Qualified Receivables Transaction on any date of determination that would be characterized as principal if such Qualified Receivables
Transaction were structured as a secured lending transaction rather than as a purchase and (b) in the case of any other sale or factoring of accounts receivable, the cash purchase price paid by the buyer in connection with its purchase of such
accounts receivable (including any bills of exchange) less the amount of collections received in respect of such accounts receivable and paid to such buyer, excluding any amounts applied to purchase fees or discount or in the nature of interest, in
each case as determined in good faith and in a consistent and commercially reasonable manner by the Company. 

“Refinance” means, in respect of any Indebtedness, to refinance, extend, renew, refund, repay, prepay, redeem, purchase,
defease or retire, or to issue other Indebtedness in exchange or replacement for, such Indebtedness. “Refinanced” and “Refinancing” shall have correlative meanings. 

“Refinancing Indebtedness” means Indebtedness that Refinances any Indebtedness of the Company or any Restricted Subsidiary
existing on the Issue Date or Incurred in compliance with this Indenture, including Indebtedness that Refinances Refinancing Indebtedness; provided, however, that: 

(1) such Refinancing Indebtedness has a Stated Maturity no earlier than the earlier of (A) the Stated Maturity of the
Indebtedness being Refinanced and (B) the 91st day after the Stated Maturity of any Securities then outstanding; 
 (2) such Refinancing Indebtedness has an Average Life at the time such Refinancing Indebtedness is Incurred that is equal to or greater than the greater of (A) the Average Life of the Indebtedness
being Refinanced and (B) the Average Life of any Securities then outstanding; 
 (3) such Refinancing
Indebtedness has an aggregate principal amount (or if Incurred with original issue discount, an aggregate issue price) that is equal to or less than the aggregate principal amount (or if Incurred with original issue discount, the aggregate accreted
value) then outstanding (plus fees and expenses, including any premium and defeasance costs) under the Indebtedness being Refinanced; and 
 (4) if the Indebtedness being Refinanced is subordinated in right of payment to the Securities or a Subsidiary Guarantee, such Refinancing Indebtedness is subordinated in right of payment to the
Securities at least to the same extent as the Indebtedness being Refinanced; 

  
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 provided further, however, that Refinancing Indebtedness shall not include
(A) Indebtedness of a Subsidiary (other than a Subsidiary Guarantor) that Refinances Indebtedness of the Company or (B) Indebtedness of the Company or a Restricted Subsidiary that Refinances Indebtedness of an Unrestricted Subsidiary.

 “Related Business” means a business affiliated or associated with a Hospital or any business related or ancillary
to the provision of healthcare services or information or the investment in, or the management, leasing or operation of, any of the foregoing. 
 “Restricted Payment” with respect to any Person means 

(1) the declaration or payment of any dividends or any other distributions of any sort in respect of its Capital Stock
(including any payment in connection with any merger or consolidation involving such Person) or similar payment to the direct or indirect holders of its Capital Stock in their capacity as such (other than (A) dividends or distributions payable
solely in its Capital Stock (other than Disqualified Stock), (B) dividends or distributions payable solely to the Company or a Restricted Subsidiary and (C) pro rata dividends or other distributions made by a Subsidiary that is not a
Wholly Owned Subsidiary to minority stockholders (or owners of an equivalent interest in the case of a Subsidiary that is an entity other than a corporation)); 
 (2) the purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of any Capital Stock of the Company held by any Person (other than by a Restricted Subsidiary), including
in connection with any merger or consolidation and including the exercise of any option to exchange any Capital Stock (other than into Capital Stock of the Company that is not Disqualified Stock); 

(3) the purchase, repurchase, redemption, defeasance or other acquisition or retirement for value, prior to scheduled
maturity, scheduled repayment or scheduled sinking fund payment of any Subordinated Obligations of the Company or any Subsidiary Guarantor (other than (A) from the Company or a Restricted Subsidiary or (B) the purchase, repurchase,
redemption, defeasance or other acquisition or retirement of Subordinated Obligations 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 such
purchase, repurchase, redemption, defeasance or other acquisition or retirement); or 
 (4) the making of any
Investment (other than a Permitted Investment) in any Person. 
 “Restricted Subsidiary” means any Subsidiary of the
Company that is not an Unrestricted Subsidiary. 

  
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 “RP Reference Date” means July 25, 2007. 

“S&P” means Standard & Poor’s Investors Ratings Services or any of its successors or assigns that is a
Nationally Recognized Statistical Rating Organization. 
 “Sale/Leaseback Transaction” means an arrangement relating
to property owned by the Company or a Restricted Subsidiary on the Issue Date or thereafter acquired by the Company or a Restricted Subsidiary whereby the Company or a Restricted Subsidiary transfers such property to a Person and the Company or a
Restricted Subsidiary leases it from such Person. 
 “SEC” means the U.S. Securities and Exchange Commission.

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

 “Secured Parties” means (a) the Notes Secured Parties, (b) the Credit Agreement Secured Parties and
(c) any Additional First Lien Obligation Secured Parties (including any Pari Passu Secured Parties). 
 “Securities
Act” means the U.S. Securities Act of 1933, as amended. 
 “Senior Indebtedness” means with respect to any
Person: 
 (1) Indebtedness of such Person, whether outstanding on the Issue Date or thereafter Incurred; and

 (2) all other Obligations of such Person (including interest accruing on or after the filing of any petition
in bankruptcy or for reorganization relating to such Person whether or not post-filing interest is allowed in such proceeding) in respect of Indebtedness described in clause (1) above, 
 unless, in the case of clauses (1) and (2), in the instrument creating or evidencing the same or pursuant to which the same is outstanding it is provided that such Indebtedness or other Obligations
are subordinate in right of payment to the Securities or the Subsidiary Guaranty of such Person, as the case may be; provided, however, that Senior Indebtedness shall not include: 

(A) any obligation of such Person to the Company or any Subsidiary of the Company; 

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

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

  
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 (D) any Indebtedness or other Obligation of such Person which is subordinate
or junior in any respect to any other Indebtedness or other Obligation of such Person; or 
 (E) that portion of
any Indebtedness which at the time of Incurrence is Incurred in violation of this Indenture. 
 “Significant
Subsidiary” means any Restricted Subsidiary that would be a “Significant Subsidiary” of the Company within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC. 

“Standard Securitization Undertakings” means all representations, warranties, covenants and indemnities entered into by the
Company or any Restricted Subsidiary which are customary in securitization transactions involving accounts receivable. 

“Stated Maturity” means, with respect to any security, the date specified in such security as the fixed date on which the final
payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such security at the option of the holder thereof upon the happening of
any contingency unless such contingency has occurred). 
 “Subordinated Obligation” means, with respect to a Person,
any Indebtedness of such Person (whether outstanding on the Issue Date or thereafter Incurred) which is subordinate or junior in right of payment to the Securities or a Subsidiary Guaranty of such Person, as the case may be, pursuant to a written
agreement to that effect. 
 “Subsidiary” means, with respect to any Person, any corporation, association, partnership
or other business entity of which more than 50% of the total voting power of shares of Voting Stock is at the time owned or controlled, directly or indirectly, by (1) such Person, (2) such Person and one or more Subsidiaries of such Person
or (3) one or more Subsidiaries of such Person. 
 “Subsidiary Guarantor” means each Subsidiary of the Company
that executes this Indenture as a guarantor on the Issue Date and each other Subsidiary of the Company that thereafter guarantees the Securities pursuant to the terms of this Indenture. 

“Subsidiary Guaranty” means a Guarantee by a Subsidiary Guarantor of the Company’s obligations with respect to the
Securities. 
 “Temporary Cash Investments” means any of the following: 

(1) any investment in direct obligations of the United States of America or any agency thereof or obligations guaranteed
by the United States of America or any agency thereof; 

  
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 (2) investments in demand and time deposit accounts, certificates of deposit
and money market deposits maturing within one year of the date of acquisition thereof issued by a bank or trust company which is organized under the laws of the United States of America, any State thereof or any foreign country recognized by the
United States of America, and which bank or trust company has capital, surplus and undivided profits aggregating in excess of $50,000,000 (or the foreign currency equivalent thereof) and has outstanding debt which is rated “A” (or such
similar equivalent rating) or higher by at least one Nationally Recognized Statistical Rating Organization or any money-market fund sponsored by a registered broker dealer or mutual fund distributor; 

(3) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in
clause (1) above entered into with a bank meeting the qualifications described in clause (2) above; 

(4) investments in commercial paper, maturing not more than one year after the date of acquisition, issued by a
corporation (other than an Affiliate of the Company) organized and in existence under the laws of the United States of America or any foreign country recognized by the United States of America with a rating at the time as of which any investment
therein is made of “P-1” (or higher) according to Moody’s or “A-1” (or higher) according to S&P; 
 (5) investments in securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States of America, or by any
political subdivision or taxing authority thereof, and rated at least “A” by S&P or “A” by Moody’s; and 
 (6) investments in money market funds that invest substantially all their assets in securities of the types described in clauses (1) through (5) above. 

“Total Assets” means, as of any date of determination, after giving pro forma effect to any acquisition of assets
on such date, the sum of the amounts that would appear on the consolidated balance sheet of the Company and its Restricted Subsidiaries as the total assets of the Company and its Restricted Subsidiaries. 

“Treasury Rate” means, as of the applicable redemption date, the yield to maturity as of such redemption date of United States
Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15(519) that has become publicly available at least two Business Days prior to such 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 such redemption date to August 15, 2015; provided, however, that if the period from such
redemption date to August 15, 2015 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. 

  
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 “Trust Indenture Act” or “TIA” means the Trust Indenture Act of 1939
(15 U.S.C. §§ 77aaa-77bbbb) as in effect on the Issue Date. 
 “Trustee” means Regions Bank, an
Alabama banking corporation, until a successor replaces it and, thereafter, means the successor. 
 “Trust Officer”
means the Chairman of the Board, the President or any other officer or assistant officer of the Trustee assigned by the Trustee to administer its corporate trust matters. 
 “Uniform Commercial Code” means the New York Uniform Commercial Code as in effect from time to time. 
 “Unrestricted Subsidiary” means: 
 (1) any Subsidiary of
the Company that at the time of determination shall be designated an Unrestricted Subsidiary by the Board of Directors in the manner provided below; and 
 (2) any Subsidiary of an Unrestricted Subsidiary. 
 The Board of Directors may designate any
Subsidiary of the Company (including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Capital Stock or Indebtedness of, or holds any Lien on any property of,
the Company or any other Subsidiary of the Company that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that either (A) the Subsidiary to be so designated has total assets of $1,000 or less or
(B) if such Subsidiary has assets greater than $1,000, such designation would be permitted under Section 4.04. The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however,
that immediately after giving effect to such designation no Default shall have occurred and be continuing. Any such designation by the Board of Directors shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the resolution
of the Board of Directors giving effect to such designation and an Officers’ 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. Except as described in Section 4.03, whenever it is necessary to determine whether the Company has complied with any covenant in this Indenture
or a Default has occurred and an amount is expressed in a currency other than U.S. dollars, such amount will be treated as the U.S. Dollar Equivalent determined as of the date such amount is initially determined in such currency. 

  
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 “U.S. Government Obligations” means direct obligations (or certificates
representing an ownership interest in such obligations) of the United States of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not
callable at the issuer’s option. 
 “Voting Stock” of a Person means all classes of Capital Stock of such Person
then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof. 
 “Wholly Owned Subsidiary” means a Restricted Subsidiary all the Capital Stock of which (other than directors’ qualifying shares) is owned by the Company or one or more other Wholly Owned
Subsidiaries. 
 SECTION 1.02. Other Definitions. 

 

			
	 Term
	  	Defined in
Section
	“Acceptable Commitment”	  	4.06
	“Affiliate Transaction”	  	4.07(a)
	“Bankruptcy Law”	  	6.01
	“Change of Control Offer”	  	4.09(b)
	“Company”	  	Preamble
	“covenant defeasance option”	  	8.01(b)
	“Custodian”	  	6.01
	“Event of Default”	  	6.01
	“Guaranteed Obligations”	  	10.01
	“Initial Lien”	  	4.10
	“legal defeasance option”	  	8.01(b)
	“Offer”	  	4.06(b)
	“Offer Amount”	  	4.06(c)(2)
	“Offer Period”	  	4.06(c)(2)
	“Paying Agent”	  	2.03
	“Purchase Date”	  	4.06(c)(1)
	“Registrar”	  	2.03
	“Securities”	  	Appendix
	“Successor Company”	  	5.01(a)(1)

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

  
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 “indenture security holder” means a Securityholder; 

“indenture to be qualified” means this Indenture; 
 “indenture trustee” or “institutional trustee” means the Trustee; and 
 “obligor” on the indenture securities means the Company, each Guarantor and any other obligor on the indenture securities. 

All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC
rule have the meanings assigned to them by such definitions. 
 SECTION 1.04. Rules of Construction. Unless the context
otherwise requires: 
 (1) a term has the meaning assigned to it; 

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

(3) “or” is not exclusive; 

(4) “including” means including without limitation; 

(5) words in the singular include the plural and words in the plural include the singular; 

(6) unsecured Indebtedness shall not be deemed to be subordinate or junior to secured Indebtedness merely by virtue of its
nature as unsecured Indebtedness; 
 (7) secured Indebtedness shall not be deemed to be subordinate or junior to
any other secured Indebtedness merely because it has a junior priority with respect to the same collateral; 

(8) the principal amount of any noninterest bearing or other discount security at any date shall be the principal amount
thereof that would be shown on a balance sheet of the issuer dated such date prepared in accordance with GAAP; 

(9) the principal amount of any Preferred Stock shall be (A) the maximum liquidation value of such Preferred Stock or
(B) the maximum mandatory redemption or mandatory repurchase price with respect to such Preferred Stock, whichever is greater; and 
 (10) all references to the date the Securities were originally issued shall refer to the Issue Date. 

  
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 ARTICLE 2 
 THE SECURITIES 
 SECTION 2.01. Form and Dating. Provisions relating to the
Securities are set forth in the Appendix attached hereto (the “Appendix”) which is hereby incorporated in, and expressly made part of, this Indenture. The Securities and the Trustee’s certificate of authentication shall be
substantially in the form of Exhibit A, which is hereby incorporated in and expressly made a part of this Indenture. The Securities may have notations, legends or endorsements required by law, stock exchange rule, agreements to which the Company is
subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Company). Each Security shall be dated the date of its authentication. The terms of the Securities set forth in the
Appendix and Exhibit A are part of the terms of this Indenture. 
 SECTION 2.02. Execution and Authentication.
Two Officers shall sign the Securities for the Company by manual or facsimile signature which may be in counterparts. 
 If an
Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless. 
 A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security
has been authenticated under this Indenture. 
 On the Issue Date, the Trustee shall authenticate and deliver $1,600,000,000 of
5.125% Senior Secured Notes Due 2018 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Securities for original issue in an aggregate principal amount specified in such order, in each case upon a written
order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company. Such order shall specify the amount of the Securities to be authenticated and the date on which the original
issue of Securities is to be authenticated and, in the case of an issuance of Additional Securities pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03 and made pursuant to an
effective registration statement under the Securities Act. 
 The Trustee may appoint an authenticating agent reasonably
acceptable to the Company to authenticate the Securities. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the
Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands. 

  
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 SECTION 2.03. Registrar and Paying Agent. The Company shall maintain an office or
agency where Securities may be presented for registration of transfer or for exchange (the “Registrar”) and an office or agency where Securities may be presented for payment (the “Paying Agent”). The Registrar shall keep a
register of the Securities and of their transfer and exchange. The Company may have one or more co-registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent. 

The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent or co-registrar not a party to this
Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee of the name and address of any such agent. If the Company fails
to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company or any Wholly Owned Subsidiary incorporated or organized within The United
States of America may act as Paying Agent, Registrar, co-registrar or transfer agent. 
 The Company initially appoints the
Trustee as Registrar and Paying Agent in connection with the Securities. 
 SECTION 2.04. Paying Agent To Hold Money in
Trust. Prior to each due date of the principal and interest on any Security, the Company shall deposit with the Paying Agent a sum sufficient to pay such principal and interest when so becoming due. The Company shall require each Paying Agent
(other than the Trustee) to agree in writing that the Paying Agent shall hold in trust for the benefit of Securityholders or the Trustee all money held by the Paying Agent for the payment of principal of or interest on the Securities and shall
notify the Trustee of any default by the Company in making any such payment. If the Company, Parent or a Subsidiary of the Company acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund.
The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed by the Paying Agent. Upon complying with this Section, the Paying Agent shall have no further liability for the
money delivered to the Trustee. 
 SECTION 2.05. Securityholder 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 Securityholders and shall comply with the other provisions of TIA § 312(a). If the Trustee is not the Registrar, the Company shall furnish to the
Trustee, in writing at least five Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses
of Securityholders. 
 SECTION 2.06. Transfer and Exchange. The Securities shall be issued in registered form and shall
be transferable only upon the surrender of a Security for registration of transfer. When a Security is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer as requested if the
requirements of this Indenture and Section 8-401(1) of the Uniform Commercial Code are met. When Securities are presented to the Registrar or a co-registrar with a request to exchange them for an equal principal amount of Securities of other
denominations, the Registrar shall make the exchange as requested if the same requirements are met. 

  
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 SECTION 2.07. Replacement Securities. If a mutilated Security is surrendered to the
Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the
Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of the Company and the
Trustee to protect the Company, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which any of them may suffer if a Security is replaced. The Company and the Trustee may charge the Holder for their expenses in replacing
a Security. 
 Every replacement Security is an additional Obligation of the Company. 

SECTION 2.08. Outstanding Securities. Securities outstanding at any time are all Securities authenticated by the Trustee except
for those canceled by it, those delivered to it for cancellation and those described in this Section as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate of the Company holds the Security. 

If a Security is replaced pursuant to Section 2.07, it ceases to be outstanding unless the Trustee and the Company receive proof
satisfactory to them that the replaced Security is held by a protected purchaser (as defined in Section 8-303 of the Uniform Commercial Code). 
 If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date or maturity date, money sufficient to pay all principal and interest payable on that date with
respect to the Securities (or portions thereof) to be redeemed or maturing, as the case may be, then on and after that date, such Securities (or portions thereof) cease to be outstanding and interest on them ceases to accrue. 

SECTION 2.09. Temporary Securities. Until definitive Securities are ready for delivery, the Company may prepare and the Trustee
shall authenticate temporary Securities. Temporary Securities shall be substantially in the form of definitive Securities but may have variations that the Company considers appropriate for temporary Securities. Without unreasonable delay, the
Company shall prepare and the Trustee shall authenticate definitive Securities and deliver them in exchange for temporary Securities. 
 SECTION 2.10. Cancellation. The Company at any time may deliver Securities to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to the Trustee any Securities
surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall cancel and destroy (subject to the record retention requirements of the Exchange Act) all Securities surrendered for


  
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registration of transfer, exchange, payment or cancellation and deliver a certificate of such destruction to the Company unless the Company directs the Trustee to deliver canceled Securities to
the Company. The Company may not issue new Securities to replace Securities it has redeemed, paid or delivered to the Trustee for cancellation. 
 SECTION 2.11. Defaulted Interest. If the Company defaults in a payment of interest on the Securities, the Company shall pay defaulted interest (plus interest on such defaulted interest to the
extent lawful) in any lawful manner. The Company may pay the defaulted interest to the persons who are Securityholders on a subsequent special record date. The Company shall fix or cause to be fixed any such special record date and payment date to
the reasonable satisfaction of the Trustee and shall promptly mail to each Securityholder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid. 

SECTION 2.12. CUSIP Numbers, ISINs, etc. The Company in issuing the Securities may use “CUSIP” numbers, ISINs and
“Common Code” numbers (in each case if then generally in use) and, if so, the Trustee shall use “CUSIP” numbers, ISINs and “Common Code” numbers in notices of redemption as a convenience to Holders; provided,
however, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company shall advise the Trustee in writing of any change in any “CUSIP” numbers, ISINs or
“Common Code” numbers applicable to the Securities. 
 SECTION 2.13. Issuance of Additional Securities. After
the Issue Date, the Company shall be entitled, subject to its compliance with Section 4.03 and the registration thereof under the Securities Act, to issue Additional Securities under this Indenture, which Securities shall have identical terms
as the Securities issued on the Issue Date, other than with respect to the date of issuance and issue price. All the Securities issued under this Indenture shall be treated as a single class for all purposes of this Indenture, including waivers,
amendments, redemptions and offers to purchase. 
 With respect to any Additional Securities, the Company shall set forth in a
resolution of the Board of Directors and an Officers’ Certificate, a copy of each which shall be delivered to the Trustee, the following information: 
 (1) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture and the provision of Section 4.03 that the Company is relying on to issue
such Additional Securities; and 
 (2) the issue price, the issue date and the CUSIP number of such Additional
Securities; provided, however, that no Additional Securities may be issued at a price that would cause such Additional Securities to have “original issue discount” within the meaning of Section 1273 of the Code.


  
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 ARTICLE 3 
 REDEMPTION 
 SECTION 3.01. Notices to Trustee. If the Company elects to
redeem Securities pursuant to paragraph 5 of the Securities, it shall notify the Trustee in writing of the redemption date, the principal amount of Securities to be redeemed and the paragraph of the Securities pursuant to which the redemption
will occur. 
 The Company shall give each notice to the Trustee provided for in this Section at least 60 days before the
redemption date unless the Trustee consents to a shorter period. Such notice shall be accompanied by an Officers’ Certificate and an Opinion of Counsel from the Company to the effect that such redemption will comply with the conditions herein.

 SECTION 3.02. Selection of Securities to Be Redeemed. If fewer than all the Securities are to be redeemed, the Trustee
shall select the Securities to be redeemed pro rata to the extent practicable. The Trustee shall make the selection from outstanding Securities not previously called for redemption. The Trustee may select for redemption portions of the principal of
Securities that have denominations larger than $2,000. Securities and portions of them the Trustee selects shall be in principal amounts of $2,000 or any greater integral multiple of $1,000. Provisions of this Indenture that apply to Securities
called for redemption also apply to portions of Securities called for redemption. The Trustee shall notify the Company promptly of the Securities or portions of Securities to be redeemed. 

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

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

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

 (5) if fewer than all the outstanding Securities are to be redeemed, the identification and principal amounts
of the particular Securities to be redeemed; 
 (6) that, unless the Company defaults in making such redemption
payment, interest on Securities (or portion thereof) called for redemption ceases to accrue on and after the redemption date; 

  
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 (7) the “CUSIP” number, ISIN or “Common Code” number, if
any, printed on the Securities being redeemed; 
 (8) that no representation is made as to the correctness or
accuracy of the “CUSIP” number, ISIN, or “Common Code” number, if any, listed in such notice or printed on the Securities; and 
 (9) if applicable, the conditions precedent to the redemption. 
 At the
Company’s request, the Trustee shall give the notice of redemption in the Company’s name and at the Company’s expense. In such event, the Company shall provide the Trustee with the information required by this Section. 

SECTION 3.04. Effect of Notice of Redemption. Once notice of redemption is mailed, and subject to Section 3.07, Securities
called for redemption become due and payable on the redemption date and at the redemption price stated in the notice. Upon surrender to the Paying Agent, and subject to Section 3.07, such Securities shall be paid at the redemption price stated
in the notice, plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related interest payment date), and such Securities shall be canceled by the Trustee.
Failure to give notice or any defect in the notice to any Holder shall not affect the validity of the notice to any other Holder. 
 SECTION 3.05. Deposit of Redemption Price. Prior to the redemption date, the Company shall deposit with the Paying Agent (or, if the Company or a Subsidiary is the Paying Agent, shall segregate and
hold in trust) money sufficient to pay the redemption price of and accrued interest on all Securities to be redeemed on that date other than Securities or portions of Securities called for redemption which have been delivered by the Company to the
Trustee for cancellation. 
 SECTION 3.06. Securities Redeemed in Part. Upon surrender of a Security that is redeemed in
part, the Company shall execute and the Trustee shall authenticate for the Holder (at the Company’s expense) a new Security equal in principal amount to the unredeemed portion of the Security surrendered. The Trustee or the Paying Agent shall
promptly return to the Company any money deposited with the Trustee or the Paying Agent by the Company in excess of the amounts necessary to pay the redemption price for, and accrued interest on, all Securities to be redeemed. 

SECTION 3.07. Company Discretion. Any redemption and notice of redemption may, at the Company’s discretion, be subject to the
satisfaction of one or more conditions precedent (including, in the case of a redemption related to a Public Equity Offering, the consummation of such Public Equity Offering). 

  
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 ARTICLE 4 
 COVENANTS 
 SECTION 4.01. Payment of Securities. The Company shall promptly
pay the principal of and interest on the Securities on the dates and in the manner provided in the Securities and in this Indenture. Principal and interest shall be considered paid on the date due if on such date the Trustee or the Paying Agent
holds in accordance with this Indenture money sufficient to pay all principal and interest then due. 
 The Company shall pay
interest on overdue principal at the rate specified therefor in the Securities, and it shall pay interest on overdue installments of interest at the same rate to the extent lawful. 

SECTION 4.02. SEC Reports. Whether or not the Company is subject to the reporting requirements of Section 13 or 15(d) of the
Exchange Act, the Company shall file with the SEC, subject to the next sentence, and provide the Trustee and Securityholders with such annual and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a
U.S. corporation subject to such Sections, such reports to be so filed and provided at the times specified for the filings of such reports under such Sections and containing all the information, audit reports and exhibits required for such reports.
If, at any time, the Company is not subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time
periods required unless the SEC will not accept such filing. The Company agrees that it shall not take any action for the purpose of causing the SEC not to accept such filings. If, notwithstanding the foregoing, the SEC will not accept such filings
for any reason, the Company shall post the reports specified in the preceding sentence on its website within the time periods that would apply if the Company were required to file those reports with the SEC. 

At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, then the quarterly and annual financial
information required by the preceding paragraph will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial
Condition and Results of Operations”, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the
Company. 
 The Company shall comply with the provisions of TIA § 314(a). 

In addition, at any time that Parent holds no material assets other than cash, Temporary Cash Investments and the Capital Stock of the
Company or any other direct or indirect intermediate holding company parent of the Company (and performs the related incidental activities associated with such ownership) and complies with the requirements of Rule 3-10 of Regulation S-X promulgated
by the SEC (or any successor 

  
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provision), the reports, information and other documents required to be filed and furnished to Holders of the Securities pursuant to this Section 4.02 may, at the option of the Company, be
filed by and be those of Parent rather than of the Company; provided, however, that the issuance by Parent of any Indebtedness or Capital Stock shall not be deemed to prevent the Company from exercising its option described in this
paragraph to file and furnish reports, information and other documents of Parent to satisfy the requirements of this Section 4.02. 
 SECTION 4.03. Limitation on Indebtedness. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, Incur, directly or indirectly, any Indebtedness; provided,
however, that the Company and the Subsidiary Guarantors shall be entitled to Incur Indebtedness if, on the date of such Incurrence and after giving effect thereto on a pro forma basis, the Consolidated Coverage Ratio exceeds 2.0
to 1.0. 
 (b) Notwithstanding Section 4.03(a), the Company and the Restricted Subsidiaries shall be entitled to Incur any
or all of the following Indebtedness: 
 (1) Indebtedness of the Company and the Subsidiary Guarantors pursuant
to Credit Facilities; provided, however, that, immediately after giving effect to any such Incurrence, the aggregate principal amount of all Indebtedness Incurred under this clause (b)(1), clause (3) below (and, without
duplication, any Refinancing Indebtedness in respect of Indebtedness Incurred under clause (3) that is Incurred under clause (6) below (and, without duplication, any successive Refinancing Indebtedness in respect thereof)) and
clause (b)(13) below and then outstanding does not exceed $7,815,000,000 less the sum of all principal payments with respect to such Indebtedness pursuant to Section 4.06(a)(3)(A); 

(2) Indebtedness owed to and held by the Company or a Restricted Subsidiary; provided, however, that
(A) any subsequent issuance or transfer of any Capital Stock which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of such Indebtedness (other than to the Company or a Restricted
Subsidiary) shall be deemed, in each case, to constitute the Incurrence of such Indebtedness by the obligor thereon, (B) if the Company is the obligor on such Indebtedness and such Indebtedness is held by a Restricted Subsidiary that is not a
Subsidiary Guarantor, such Indebtedness is expressly subordinated to the prior payment in full in cash of all Obligations in respect of the Securities and the Guaranties and (C) if a Subsidiary Guarantor is the obligor on such Indebtedness and
such Indebtedness is held by a Restricted Subsidiary that is not a Subsidiary Guarantor, such Indebtedness is expressly subordinated to the prior payment in full in cash of all obligations of such Subsidiary Guarantor or with respect to its
Subsidiary Guaranty; 
 (3) the Securities (other than any Additional Securities); 

(4) Indebtedness outstanding on the Issue Date (other than Indebtedness described in clause (1), (2) or
(3) of this Section 4.03(b)); 

  
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 (5) Indebtedness of a Restricted Subsidiary Incurred and outstanding on or
prior to the date on which such Subsidiary was acquired by the Company (other than Indebtedness Incurred in connection with, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related
transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company); provided, however, that on the date of such acquisition and after giving pro forma effect thereto, the Company would have
been entitled to Incur at least $1.00 of additional Indebtedness pursuant to Section 4.03(a) or the Consolidated Coverage Ratio would be higher after giving pro forma effect to such acquisition; 

(6) Refinancing Indebtedness in respect of Indebtedness Incurred pursuant to Section 4.03(a) or pursuant to
clause (3), (4) or (5) of this Section 4.03(b) or this clause (6); provided, however, that to the extent such Refinancing Indebtedness directly or indirectly Refinances Indebtedness of a Subsidiary Incurred pursuant
to clause (5), such Refinancing Indebtedness shall be Incurred only by such Subsidiary; 
 (7) Hedging
Obligations; 
 (8) obligations in respect of performance, bid, appeal and surety bonds and completion guarantees
provided by the Company or any Restricted Subsidiary in the ordinary course of business; 
 (9) 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, however, that such Indebtedness is extinguished
within five Business Days of its Incurrence; 
 (10) Indebtedness consisting of the Guarantee of a Subsidiary
Guarantor of Indebtedness Incurred pursuant to this Section 4.03 (other than Indebtedness Incurred pursuant to clauses (5) and (14) of this Section 4.03(b) or Refinancing Indebtedness Incurred pursuant to Section 4.03(b)(6)
to the extent such Refinancing Indebtedness Refinances Indebtedness Incurred pursuant to such clause (5)); provided, however, that if the Indebtedness being guaranteed is subordinated to or pari passu with the Securities,
then the Guarantee thereof shall be subordinated or pari passu, as applicable, to the same extent as the Indebtedness being Guaranteed; 
 (11) Purchase Money Indebtedness and any Refinancing Indebtedness Incurred to Refinance such Indebtedness, in an aggregate principal amount which, when added together with the amount of Indebtedness
Incurred pursuant to this clause (11) and then outstanding, does not exceed 4% of Total Assets; 
 (12)
Physician Support Obligations incurred by the Company or any Restricted Subsidiary; 

  
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 (13) Indebtedness Incurred pursuant to a Qualified Receivables Transaction;
provided, however, that, at the time of such Incurrence, the Company would have been entitled to Incur Indebtedness pursuant to Section 4.03(b)(1) in an amount equal to the Receivables Transaction Amount of such Qualified
Receivables Transaction; 
 (14) Non-Recourse Indebtedness of Restricted Subsidiaries in an aggregate principal
amount which, when taken together with all other Non-Recourse Indebtedness of Restricted Subsidiaries Incurred pursuant to this clause (14) and then outstanding does not exceed 4% of Total Assets; 

(15) the Incurrence by the Company or any Guarantor of Indebtedness to the extent that the net proceeds thereof are
promptly deposited to fully defease or fully satisfy and discharge the Securities; and 
 (16) Indebtedness of
the Company or the Subsidiary Guarantors in an aggregate principal amount which, when taken together with all other Indebtedness of the Company and its Subsidiary Guarantors Incurred pursuant to this clause (16) and then outstanding does not
exceed the greater of $750,000,000 and 5% of Total Assets. 
 (c) For purposes of determining compliance with this
Section 4.03, (1) any Indebtedness outstanding under the Credit Agreement as of the Issue Date will be treated as Incurred on the Issue Date under Section 4.03(b)(1), (2) in the event that an item of Indebtedness (or any portion
thereof) meets the criteria of more than one of the types of Indebtedness described herein, the Company, in its sole discretion, shall classify such item of Indebtedness (or any portion thereof) at the time of Incurrence and will only be required to
include the amount and type of such Indebtedness in one of the above clauses of Section 4.03(a) or Section 4.03(b), (3) the Company shall be entitled to divide and classify an item of Indebtedness in more than one of the types of
Indebtedness described herein and (4) in the case of any Indebtedness initially Incurred pursuant to Section 4.03(b)(11), (14) or (16), the Company shall be entitled, in its sole discretion, to later reclassify all or any portion of
such Indebtedness as having been Incurred under any other clause of Section 4.03(a) or Section 4.03(b) as long as, at the time of such reclassification, such Indebtedness (or portion thereof) would be permitted to be Incurred pursuant to
such other clause or paragraph. 
 (d) For purposes of determining compliance with any U.S. dollar restriction on the Incurrence
of Indebtedness where the Indebtedness Incurred is denominated in a different currency, the amount of such Indebtedness will be the U.S. Dollar Equivalent, determined on the date of the Incurrence of such Indebtedness; provided,
however, that if any such Indebtedness denominated in a different currency is subject to a Currency Agreement with respect to U.S. dollars, covering all principal, premium, if any, and interest payable on such Indebtedness, the amount of such
Indebtedness expressed in U.S. dollars will be as provided in such Currency Agreement. The principal amount of any Refinancing Indebtedness Incurred in the same currency as the Indebtedness being Refinanced will be the U.S. Dollar Equivalent of
the Indebtedness 

  
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Refinanced, except to the extent that (1) such U.S. Dollar Equivalent was determined based on a Currency Agreement, in which case the Refinancing Indebtedness will be determined in
accordance with the preceding sentence, and (2) the principal amount of the Refinancing Indebtedness exceeds the principal amount of the Indebtedness being Refinanced, in which case the U.S. Dollar Equivalent of such excess will be
determined on the date such Refinancing Indebtedness is Incurred. 
 SECTION 4.04. Limitation on Restricted Payments.
(a) The Company shall not, and shall not permit any Restricted Subsidiary, directly or indirectly, to make a Restricted Payment if at the time the Company or such Restricted Subsidiary makes such Restricted Payment: 

(1) a Default shall have occurred and be continuing (or would result therefrom); 

(2) the Company is not entitled to Incur an additional $1.00 of Indebtedness under Section 4.03(a); or 

(3) the aggregate amount of such Restricted Payment and all other Restricted Payments since the RP Reference Date would
exceed the sum of (without duplication): 
 (A) 50% of the Consolidated Net Income accrued during the period
(treated as one accounting period) from the beginning of the fiscal quarter during which the RP Reference Date occured to the end of the most recent fiscal quarter for which internal financial statements are available at the time of such Restricted
Payment (or, in case such Consolidated Net Income shall be a deficit, minus 100% of such deficit); plus 

(B) 100% of the aggregate Net Cash Proceeds and the fair market value, as determined in good faith by the Board of
Directors of the Company, of other property received by the Company from the issuance or sale of its Capital Stock (other than Disqualified Stock) subsequent to the RP Reference Date (other than an issuance or sale to a Subsidiary of the Company and
other than an issuance or sale to an employee stock ownership plan or to a trust established by the Company or any of its Subsidiaries for the benefit of their employees) and 100% of any cash capital contribution and the fair market value, as
determined in good faith by the Board of Directors of the Company, of other property received by the Company from its stockholders subsequent to the RP Reference Date; plus 

(C) 100% of the aggregate Net Cash Proceeds and the fair market value, as determined in good faith by the Board of
Directors of the Company, of other property received by the Company from the Incurrence of Indebtedness to the extent such Indebtedness is converted or exchanged 

  
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for Capital Stock (other than Disqualified Stock) subsequent to the RP Reference Date (other than an Incurrence to a Subsidiary of the Company and other than an Incurrence to an employee stock
ownership plan or to a trust established by the Company or any of its Subsidiaries for the benefit of their employees) (less the amount of any cash distributed by the Company upon such conversion or exchange); plus 

(D) an amount equal to the sum of (i) the aggregate amount received by the Company or its Restricted Subsidiaries
after the RP Reference Date resulting from repurchases, repayments or redemptions of Investments (other than Permitted Investments) made by the Company or any Restricted Subsidiary in any Person, proceeds realized on the sale of such Investment and
proceeds representing the return of capital (excluding dividends and distributions), in each case received by the Company or any Restricted Subsidiary, and (ii) to the extent such Person is an Unrestricted Subsidiary, the portion (proportionate
to the Company’s equity interest in such Subsidiary) of the fair market value of the net assets of such Unrestricted Subsidiary at the time such Unrestricted Subsidiary is designated a Restricted Subsidiary. 

(b) The provisions of Section 4.04(a) shall not prohibit: 

(1) any Restricted Payment made out of the Net Cash Proceeds of the substantially concurrent sale of, or made by exchange
for, Capital Stock of the Company (other than Disqualified Stock and other than Capital Stock issued or sold to a Subsidiary of the Company or an employee stock ownership plan or to a trust established by the Company or any of its Subsidiaries for
the benefit of their employees) or a substantially concurrent cash capital contribution received by the Company from its stockholders; provided, however, that (A) such Restricted Payment shall be excluded in the calculation of the
amount of Restricted Payments and (B) the Net Cash Proceeds from such sale or such cash capital contribution (to the extent so used for such Restricted Payment) shall be excluded from the calculation of amounts under Section 4.04(a)(3)(B);

 (2) any purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of
Subordinated Obligations of the Company or a Subsidiary Guarantor made by exchange for, or out of the proceeds of the substantially concurrent Incurrence of, Subordinated Obligations of such Person which is permitted to be Incurred pursuant to
Section 4.03; provided, however, that such purchase, repurchase, redemption, defeasance or other acquisition or retirement for value shall be excluded in the calculation of the amount of Restricted Payments; 

(3) dividends paid within 60 days after the date of declaration thereof if at such date of declaration such dividend
would have complied with this Section 4.04 or the redemption, repurchase or retirement of Subordinated Obligations, if at the date of any irrevocable redemption notice such payment would have complied with this Section 4.04;
provided, however, that the payment of such dividend or payment of Subordinated Obligations shall be included in the calculation of the amount of Restricted Payments; 

  
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 (4) so long as no Default has occurred and is continuing the purchase,
redemption or other acquisition of shares of Capital Stock of Parent, the Company or any of its Subsidiaries from consultants, former consultants, employees, former employees, directors or former directors of Parent, the Company or any of its
Subsidiaries (or permitted transferees of such employees, former employees, directors or former directors), pursuant to the terms of the agreements (including employment agreements) or plans (or amendments thereto) approved by the Board of Directors
under which such individuals purchase or sell or are granted the option to purchase or sell, shares of such Capital Stock; provided, however, that the aggregate amount of such Restricted Payments (excluding amounts representing
cancellation of Indebtedness) shall not exceed $60,000,000 in any calendar year (with unused amounts in any calendar year being carried over to succeeding calendar years); provided further, however, that such amount in any
calendar year may be increased by an amount not to exceed (A) the cash proceeds from the sale of Capital Stock of the Company and, to the extent contributed to the Company, Capital Stock of Parent, in each case to employees, directors or
consultants of Parent, the Company or any of its Restricted Subsidiaries, that occurs after the Issue Date plus (B) the cash proceeds of key man life insurance policies received by the Company or its Restricted Subsidiaries, or by Parent to the
extent contributed to the Company, after the Issue Date (provided that the Company shall be entitled to elect to apply all or any portion of the aggregate increase contemplated by clauses (A) and (B) above in any calendar year) less
(C) the amount of any Restricted Payments previously made pursuant to clause (A) and (B) of this clause (4); provided further, however, that such Restricted Payments shall be excluded in the calculation of
the amount of Restricted Payments; 
 (5) the declaration and payments of dividends on Disqualified Stock issued
pursuant to Section 4.03; provided, however, that, at the time of payment of such dividend, no Default shall have occurred and be continuing (or result therefrom); provided further, however, that such dividends shall
be excluded in the calculation of the amount of Restricted Payments; 
 (6) repurchases of Capital Stock deemed
to occur upon exercise of stock options or warrants if such Capital Stock represents a portion of the exercise price of such options or warrants; provided, however, that such Restricted Payments shall be excluded in the calculation of
the amount of Restricted Payments; 
 (7) cash payments in lieu of the issuance of fractional shares in
connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of the Company; provided, however, that any such cash payment shall not be for the purpose of evading the
limitation of this Section 4.04 (as determined in good faith by the Board of Directors); provided further, however, that such payments shall be excluded in the calculation of the amount of Restricted Payments; 

  
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 (8) in the event of a Change of Control or Asset Disposition, the payment,
purchase, redemption, defeasance or other acquisition or retirement of Subordinated Obligations or Disqualified Stock of Parent, the Company or any Restricted Subsidiary; provided, however, that prior to such payment, purchase,
redemption, defeasance or other acquisition or retirement, the Company (or a third party to the extent permitted by this Indenture) has made a Change of Control Offer with respect to the Securities as a result of such Change of Control or an offer
to purchase the Securities with the Net Cash Proceeds of an Asset Disposition and has purchased all Securities validly tendered and not withdrawn in connection with such offer; provided further, however, that such payments,
purchases, redemptions, defeasances or other acquisitions or retirements shall be excluded in the calculation of the amount of Restricted Payments; 
 (9) payments of intercompany subordinated Indebtedness, the Incurrence of which was permitted under Section 4.03(b)(2); provided, however, that no Default has occurred and is continuing
or would otherwise result therefrom; provided further, however, that such payments shall be excluded in the calculation of the amount of Restricted Payments; 

(10) Restricted Payments made by or in connection with the sale, disposition, transfer, dividend, distribution,
contribution or other disposition of assets, other than cash or Temporary Cash Investments, in an amount which, when taken together with all Restricted Payments previously made pursuant to this clause (10), does not exceed 4% of Total Assets;
provided, however, that (A) at the time of each such Restricted Payment, no Default shall have occurred and be continuing (or result therefrom), (B) at the time of and after giving effect to each such Restricted Payment, the
Company is entitled to Incur an additional $1.00 of Indebtedness pursuant to Section 4.03(a) and (C) the amount of Restricted Payments made pursuant to this clause (10) shall be excluded in the calculation of the amount of Restricted
Payments; 
 (11) the declaration and payment of dividends to, or the making of loans to Parent in amounts
required for Parent to pay, without duplication: (A) franchise taxes and other fees, taxes and expenses required to maintain its corporate existence; (B) income taxes to the extent such income taxes are attributable to the income of the
Company and its Restricted Subsidiaries and, to the extent of the amount actually received from the Unrestricted Subsidiaries, in amounts required to pay such taxes to the extent attributable to the income of the Unrestricted Subsidiaries;
(C) customary salary, bonus, severance, indemnification obligations and other benefits payable to officers and employees of Parent; (D) general corporate overhead and operating expenses for Parent; and (E) reasonable fees and expenses
incurred in connection with any unsuccessful debt or equity offering or other financing transaction by Parent; provided, however, that such payments shall be excluded in the calculation of the amount of Restricted Payments; 


  
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 (12) distributions of Investments in Unrestricted Subsidiaries;
provided, however, that such distributions shall be excluded in the calculation of the amount of Restricted Payments; 
 (13) payments in connection with a Qualified Receivables Transaction; provided, however, that such payments shall be excluded in the calculation of the amount of Restricted Payments;

 (14) so long as no Default or Event of Default has occurred and is continuing (or would result therefrom),
mandatory redemptions of any Disqualified Stock issued as a Restricted Payment or as consideration for a Permitted Investment; provided that (A) the aggregate amount paid for such redemptions with respect to any such issuance is no
greater than the corresponding amount that constituted a Restricted Payment or Permitted Investment upon issuance thereof and (B) at the time of and after giving effect to each such mandatory redemption, the Company is entitled to Incur an
additional $1.00 of Indebtedness pursuant to Section 4.03(a); or 
 (15) Restricted Payments in an amount
which, when taken together with all Restricted Payments previously made pursuant to this clause (15) does not exceed $300,000,000; provided, however, that (A) at the time of each such Restricted Payment, no Default shall have
occurred and be continuing (or result therefrom) and (B) the amount of Restricted Payments made pursuant to this clause (15) shall be excluded in the calculation of the amount of Restricted Payments. 

SECTION 4.05. Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company will not, and will not permit
any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions on its
Capital Stock to the Company or a Restricted Subsidiary or pay any Indebtedness owed to the Company, (b) make any loans or advances to the Company or (c) transfer any of its property or assets to the Company, except: 

(1) with respect to clauses (a), (b) and (c), 

(A) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date, including the
Credit Agreement in effect on the Issue Date; 
 (B) any encumbrance or restriction with respect to a Restricted
Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than


  
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Indebtedness Incurred as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to
which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company) and outstanding on such date; 
 (C) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in Section 4.05(1)(A) or (B) or this
clause (C) or contained in any amendment to an agreement referred to in Section 4.05(1)(A) or (B) or this clause (C); provided, however, that the encumbrances and restrictions with respect to such Restricted
Subsidiary contained in any such refinancing agreement or amendment are no less favorable to the holders of the Securities than encumbrances and restrictions with respect to such Restricted Subsidiary contained in such predecessor agreements;

 (D) any encumbrance or restriction included in contracts for the sale of assets, including any encumbrance or
restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or
disposition; 
 (E) any encumbrance or restriction required by the terms of any agreement relating to a Qualified
Receivables Transaction; provided, however, that such encumbrance or restriction applies only to such Qualified Receivables Transaction; 
 (F) any encumbrance or restriction on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; 

(G) any encumbrance or restriction pursuant to the terms of any agreement or instrument relating to any Indebtedness of a
Restricted Subsidiary permitted to be Incurred subsequent to the Issue Date pursuant to Section 4.03 (i) if such encumbrance and restriction contained in any such agreement or instrument taken as a whole are not materially less favorable
to the holders of the Securities than the encumbrances and restrictions contained in the Credit Agreement on the Issue Date (as determined in good faith by the Company) or (ii) if the encumbrances and restrictions are not materially more
disadvantageous to the holders of the Securities than is customary in comparable financings (as determined in good faith by the Company) and 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 Securities 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; 

  
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 (H) any encumbrance or restriction pursuant to the terms of any agreement or
instrument relating to any Indebtedness of Subsidiary Guarantors or Foreign Subsidiaries to the extent such Indebtedness is permitted to be Incurred pursuant to an agreement entered into subsequent to the Issue Date pursuant to Section 4.03;

 (I) any encumbrance or restriction pursuant to customary provisions in joint venture agreements and other
similar agreements entered into in the ordinary course of business; and 
 (J) applicable law or any applicable
rule, regulation or order; and 
 (2) with respect to clause (c) only, 

(A) any encumbrance or restriction consisting of customary nonassignment provisions in leases governing leasehold
interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; and 
 (B) any encumbrance or restriction contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of
the property subject to such security agreements or mortgages. 
 SECTION 4.06. Limitation on Sales of Assets and Subsidiary
Stock. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Disposition unless (1) the Company or such Restricted Subsidiary receives consideration at the time of
such Asset Disposition at least equal to the fair market value (including as to the value of all non-cash consideration), as determined in good faith by the Company, of the shares and assets subject to such Asset Disposition; (2) at least 75%
of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or
such Restricted Subsidiary, as the case may be) (A) first, to the extent the Company elects (or is required by the terms of any First Lien Obligations), to prepay, repay, redeem or purchase First Lien Obligations (in each case other than
Indebtedness owed to the Company or a Subsidiary of the Company) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (B) second, to the extent of the balance of such Net
Available Cash after application in accordance with clause (A), to the extent the Company elects, to acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and
(C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an Offer to the holders 

  
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of the Securities (and to holders of other First Lien Obligations designated by the Company) to purchase Securities (and such other First Lien Obligations) pursuant to and subject to the
conditions contained in this Indenture; provided, however, that in connection with any prepayment, repayment or purchase of First Lien Obligations pursuant to clause (A) or (C) above, the Company or such Restricted Subsidiary
shall permanently retire such First Lien Obligations and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased, although such requirement to retire First
Lien Obligations and reduce loan commitments shall not be deemed to prohibit the Company and the Restricted Subsidiaries from thereafter Incurring Indebtedness otherwise permitted by Section 4.03; provided, however, that, in the
case of clause (B) above a binding commitment shall be treated as a permitted application of the Net Available Cash 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”); provided further that if any Acceptable Commitment is later canceled or
terminated for any reason before such Net Available Cash is applied, then such Net Available Cash shall be applied pursuant to clause (C) above. Notwithstanding the foregoing provisions of this Section 4.06, the Company and the Restricted
Subsidiaries shall not be required to apply any Net Available Cash in accordance with this Section 4.06(a) except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this
Section 4.06(a) exceeds $100,000,000. Pending application of Net Available Cash pursuant to this Section 4.06(a), such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit
indebtedness or in any other manner permitted by this Indenture. 
 For the purposes of this Section 4.06(a), the following
are deemed to be cash or cash equivalents: (i) the assumption or discharge of Indebtedness or other liabilities of the Company (other than obligations in respect of Disqualified Stock of the Company) or any Restricted Subsidiary (other than
obligations in respect of Disqualified Stock or Preferred Stock of a Subsidiary Guarantor) and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness or other liability in connection with such Asset
Disposition; (ii) securities or other obligations received by the Company or any Restricted Subsidiary from the transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of the Asset Disposition, to
the extent of the cash received in that conversion; (iii) Additional Assets; and (iv) any Designated Noncash Consideration received by the Company or any Restricted Subsidiary in such Asset Disposition having an aggregate fair market value
(as determined in good faith by the Board of Directors), taken together with all other Designated Noncash Consideration received pursuant to this clause) that is at that time outstanding, not to exceed the greater of (x) $250,000,000 and
(y) an amount equal to 3% of Total Assets on the date on which such Designated Noncash Consideration is received (with the fair market value of each item of Designated Noncash Consideration being measured at the time received without giving
effect to subsequent changes in value). 

  
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 (b) In the event of an Asset Disposition that requires the purchase of Securities (and other
First Lien Obligations) pursuant to Section 4.06(a)(3)(C), the Company will purchase Securities tendered pursuant to an offer by the Company for the Securities (and such other First Lien Obligations) (the “Offer”) at a purchase price
of 100% of their principal amount (or, in the event such other First Lien Obligations was issued with significant original issue discount, 100% of the accreted value thereof), without premium, plus accrued but unpaid interest (or, in respect
of such other First Lien Obligations, such other price, not to exceed 100%, as may be provided for by the terms of such other First Lien Obligations) in accordance with the procedures (including prorating in the event of oversubscription) set forth
in Section 4.06(c). If the aggregate purchase price of securities tendered exceeds the Net Available Cash allotted to their purchase, the Company shall select the securities to be purchased on a pro rata basis but in round denominations, which
in the case of the Securities will be denominations of $2,000 principal amount or any greater integral multiple of $1,000. The Company shall not be required to make an Offer to purchase Securities (and other First Lien Obligations) pursuant to this
Section 4.06 if the Net Available Cash available therefor is less than $100,000,000 (which lesser amount shall be carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from any
subsequent Asset Disposition). Upon completion of such an Offer, Net Available Cash shall be deemed to be reduced by the aggregate amount of such Offer. 
 (c) (1) Promptly, and in any event within 10 days after the Company becomes obligated to make an Offer, the Company shall deliver to the Trustee and send, by first-class mail to each
Holder, a written notice stating that the Holder may elect to have his Securities purchased by the Company either in whole or in part (subject to prorating as described in Section 4.06(b) in the event the Offer is oversubscribed) in
denominations of $2,000 principal amount or any greater integral multiple of $1,000, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the
“Purchase Date”) and shall contain such information concerning the business of the Company which the Company in good faith believes will enable such Holders to make an informed decision (which at a minimum will include (A) the most
recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to
such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports), (B) a description of material developments in the Company’s business
subsequent to the date of the latest of such reports, and (C) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Securities pursuant to the Offer, together with the
information contained in clause (3). 
 (2) Not later than the date upon which written notice of an Offer is
delivered to the Trustee as provided below, the Company shall deliver to the Trustee an Officers’ Certificate as to (A) the amount of the Offer (the “Offer Amount”), including information as to any other First Lien Obligations
included in the Offer, (B) the allocation of the Net Available Cash from the Asset 

  
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Disposition pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.06(a) and (b). On such date, the Company shall also
irrevocably deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase
Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other First Lien Obligations, the deposit described in
the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the “Offer Period”), the Company shall deliver to the
Trustee for cancellation the Securities or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each
tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Securities delivered by the Company to the Trustee is less than the Offer Amount applicable to the Securities, the Trustee shall deliver the
excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.06. 
 (3) Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to the Company at the address specified in the notice at least three
Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Purchase Date, a telex, facsimile transmission or letter setting forth
the name of the Holder, the principal amount of the Security which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Security purchased. Holders whose Securities are purchased only in
part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. 
 (4) At the time the Company delivers Securities to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers’ Certificate stating that such Securities are to be
accepted by the Company pursuant to and in accordance with the terms of this Section. A Security shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the
surrendering Holder. 
 (d) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of
the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities pursuant to this Section 4.06. To the extent that the provisions of any securities laws or regulations conflict with provisions of
this Section 4.06, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.06 by virtue of its compliance with such securities laws or
regulations. 

  
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 SECTION 4.07. Limitation on Affiliate Transactions. (a) The Company will not,
and will not permit any Restricted Subsidiary to, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, employee compensation arrangements or the rendering of any service) with, or for the
benefit of, any Affiliate of the Company (an “Affiliate Transaction”) involving aggregate consideration in excess of $5,000,000 unless (1) the terms of the Affiliate Transaction are no less favorable to the Company or such Restricted
Subsidiary than those that could be obtained at the time of the Affiliate Transaction in arm’s-length dealings with a Person who is not an Affiliate; (2) if such Affiliate Transaction involves an amount in excess of $25,000,000, the terms
of the Affiliate Transaction are set forth in writing and a majority of the directors of the Company disinterested with respect to such Affiliate Transaction, if any, have determined in good faith that the criteria set forth in clause (1) are
satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution of the Board of Directors; and (3) if such Affiliate Transaction involves an amount in excess of $100,000,000, the Board of Directors shall also have
received a written opinion from an Independent Qualified Party to the effect that such Affiliate Transaction is fair, from a financial standpoint, to the Company and its Restricted Subsidiaries or is not less favorable to the Company and its
Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm’s-length transaction with a Person who was not an Affiliate. 
 (b) The provisions of Section 4.07(a) shall not prohibit (1) any Permitted Investment (other than a Permitted Investment described in clauses (1), (2) or (15) of the definition
thereof) or Restricted Payment (but, in the case of a Restricted Payment, only to the extent (i) included in the calculation of the amount of Restricted Payments made pursuant to Section 4.04(a)(3), or (ii) made pursuant to
Section 4.04(b)(4) through (15)); (2) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans, or
indemnities provided on behalf of employees or directors approved by the Board of Directors or senior management of the Company; (3) loans or advances to employees in the ordinary course of business consistent with the past practices of the
Company or its Restricted Subsidiaries, but in any event not to exceed $25,000,000 in the aggregate outstanding at any one time; (4) the payment of reasonable fees to directors of the Company and its Restricted Subsidiaries who are not
employees of the Company or its Restricted Subsidiaries; (5) any transaction with the Company, a Restricted Subsidiary or joint venture or similar entity which would constitute an Affiliate Transaction solely because the Company or a Restricted
Subsidiary owns an equity interest in or otherwise controls such Restricted Subsidiary, joint venture or similar entity; (6) the issuance or sale of any Capital Stock (other than Disqualified Stock) of the Company; (7) transactions with
customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture that are fair to the Company or its Restricted Subsidiaries,
in the reasonable determination of the Board of Directors or the senior management of the Company, or are no less favorable to the Company and its Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm’s
length transaction with a Person who is not an Affiliate; (8) any agreement as in effect on the Issue Date or any renewals or 

  
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extensions of any such agreement (so long as such renewals or extensions are not less favorable to the Company or the Restricted Subsidiaries in any material respect) and the transactions
evidenced thereby; (9) any transaction pursuant to a Qualified Receivables Transaction; (10) any transaction between or among the Company and any Restricted Subsidiary (or entity that becomes a Restricted Subsidiary as a result of such
transaction), or between or among Restricted Subsidiaries; (11) the entry into and performance obligations of the Company or any of its Restricted Subsidiaries under the terms of any transaction arising out of, and any payments pursuant to or
for purposes of funding, any agreement or instrument in effect as of or on the Issue Date, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time in accordance with the other
terms of this Section 4.07 or to the extent not less favorable to the Holders in any material respect; and (12) any purchases by the Company’s Affiliates of Indebtedness or Disqualified Stock of the Company or any of its Restricted
Subsidiaries the majority of which Indebtedness or Disqualified Stock is purchased substantially contemporaneously by Persons who are not the Company’s Affiliates; provided that such purchases by the Company’s Affiliates are on the same
terms as such purchases by such Persons who are not the Company’s Affiliates. 
 SECTION 4.08. Limitation on Line of
Business. The Company will not, and will not permit any Restricted Subsidiary, to engage in any business other than a Related Business, except to the extent as would not be material to the Company and its Subsidiaries taken as a whole.

 SECTION 4.09. Change of Control. (a) Upon the occurrence of a Change of Control, each Holder shall have the right
to require that the Company purchase such Holder’s Securities at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase plus accrued and unpaid 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). 
 (b)
Within 30 days following any Change of Control, the Company shall mail a notice to each Holder with a copy to the Trustee (the “Change of Control Offer”) stating: 

(1) that a Change of Control has occurred and that such Holder has the right to require the Company to purchase such
Holder’s Securities at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of Holders of record on the relevant
record date to receive interest on the relevant interest payment date); 
 (2) the circumstances and relevant
facts regarding such Change of Control (including information with respect to pro forma historical income, cash flow and capitalization, in each case after giving effect to such Change of Control); 

  
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 (3) the purchase date (which shall be no earlier than 30 days nor later
than 60 days from the date such notice is mailed); and 
 (4) the instructions, as determined by the
Company, consistent with this Section, that a Holder must follow in order to have its Securities purchased. 
 (c) Holders
electing to have a Security purchased will be required to surrender the Security, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the purchase date. Holders will be
entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the purchase date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of
the Security which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Security purchased. 
 (d) On the purchase date, all Securities purchased by the Company under this Section 4.09 shall be delivered by the Company to the Trustee for cancellation, and the Company shall pay the purchase
price plus accrued and unpaid interest, if any, to the Holders entitled thereto. 
 (e) Notwithstanding the foregoing provisions
of this Section 4.09, the Company shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the
requirements set forth in this Section 4.09 applicable to a Change of Control Offer made by the Company and purchases all Securities validly tendered and not withdrawn under such Change of Control Offer. 

(f) 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. 
 (g) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of
Securities pursuant to this Section. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section, the Company shall comply with the applicable securities laws and regulations and shall not be
deemed to have breached its obligations under this Section by virtue of its compliance with such securities laws or regulations. 
 SECTION 4.10. Limitation on Liens. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, Incur or permit to exist any Lien (the “Initial
Lien”) of any nature whatsoever on any of its assets or properties (including Capital Stock of a Restricted Subsidiary), or any income, profits or proceeds therefrom, in each case whether owned at the Issue Date or thereafter acquired, securing
any Indebtedness, other than: 

  
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 (1) in the case of any Initial Lien on any Collateral, such Initial Lien if
such Initial Lien is a Permitted Lien; and 
 (2) in the case of any Initial Lien on any asset or property not
constituting or required to become Collateral, such Initial Lien if (a) the Securities and the Guaranties are equally and ratably secured with (or on a senior basis to, in the case such Initial Lien secures any Subordinated Indebtedness) the
Obligations secured by such Initial Lien, or (b) such Initial Lien is a Permitted Lien. 
 Any Lien created for the benefit
of the Holders pursuant to clause (2) of the preceding paragraph shall provide by its terms that such Lien shall be automatically and unconditionally released and discharged upon the release and discharge of the Initial Lien, which release and
discharge, in the case of any sale of such asset or property, shall not affect any Lien that the Collateral Agent, Trustee or any other authorized representative may have on the proceeds from such sale. 

If the Company or any Guarantor creates any Lien upon any property or assets to secure any First Lien Obligations, it must concurrently
grant a First Lien upon such property or assets as security for the Securities or the applicable Guaranty such that the property or assets subject to such Lien becomes Collateral subject to the First Lien, except to the extent such property or
assets constitutes (a) cash or cash equivalents required to secure only letter of credit obligations under the Credit Agreement or (b) Excluded Stock Collateral and the granting of a First Lien as security for the Securities or the
applicable Guaranty would require the Company to file separate financial statements for any subsidiary with the SEC that the Company would not otherwise be required to file. 
 The Company and the Guarantors will not enter into any agreement that requires the proceeds received from any sale of Collateral to be applied to repay, redeem, defease or otherwise acquire or retire any
Indebtedness of any Person, other than as permitted by this Indenture, the Securities, the Collateral Documents and the Intercreditor Agreement. 
 SECTION 4.11. Limitation on Sale/Leaseback Transactions. The Company shall not, and shall not permit any Restricted Subsidiary to, enter into any Sale/Leaseback Transaction with respect to any
property unless (a) the Company or such Restricted Subsidiary would be entitled to (1) Incur Indebtedness in an amount equal to the Attributable Debt with respect to such Sale/Leaseback Transaction pursuant to Section 4.03 and
(2) create a Lien on such property securing such Attributable Debt without equally and ratably securing the Securities pursuant to Section 4.10, (b) the net proceeds received by the Company or any Restricted Subsidiary in connection
with such Sale/Leaseback Transaction are at least equal to the fair market value (as determined by the Board of Directors) of such property and (c) the Company applies the proceeds of such transaction in compliance with Section 4.06.


  
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 SECTION 4.12. Future Guarantors. The Company shall cause each Domestic Restricted
Subsidiary that Incurs any Indebtedness (other than Indebtedness permitted to be Incurred pursuant to Section 4.03(b)(2), (7), (8), (9), (12), (13) or (14) to, and each Foreign Subsidiary that enters into a Guarantee of any Senior
Indebtedness (other than Indebtedness permitted to be Incurred pursuant to Section 4.03(b)(2), (7), (8), (9), (12), (13) or (14) and other than a Foreign Subsidiary that Guarantees Senior Indebtedness Incurred by another Foreign
Subsidiary) to, in each case, within 30 Business Days, execute and deliver to the Trustee a Guaranty Agreement pursuant to which such Restricted Subsidiary will Guarantee payment of the Securities on the same terms and conditions as those set forth
in Article 10 of this Indenture and applicable to the other Subsidiary Guarantors. 
 SECTION 4.13. Compliance
Certificate. The Company shall deliver to the Trustee within 120 days after the end of each fiscal year of the Company an Officers’ Certificate stating that in the course of the performance by the signers of their duties as Officers of
the Company they would normally have knowledge of any Default and whether or not the signers know of any Default that occurred during such period. If they do, the certificate shall describe the Default, its status and what action the Company is
taking or proposes to take with respect thereto. The Company also shall comply with TIA § 314(a)(4). 
 SECTION 4.14.
Further Instruments and Acts. Upon request of the Trustee or the Collateral Agent, the Company shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively
the purpose of this Indenture. 
 SECTION 4.15. Covenant Suspension. (a) Following the first day (a) the
Securities have achieved Investment Grade Status and (b) no Default or Event of Default has occurred and is continuing, then, beginning on that day and continuing until the Reversion Date (as defined below), the Company and its Restricted
Subsidiaries will not be subject to the following provisions of this Indenture (collectively, the “Suspended Covenants”): Section 4.03, Section 4.04, Section 4.05, Section 4.06, Section 4.07, Section 4.08,
Section 4.11(a)(1), Section 4.11(c) and Section 5.01(a)(3). 
 (b) If at any time the Securities cease to have
such Investment Grade Status or if a Default or Event of Default occurs and is continuing, then the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended (the “Reversion Date”) and shall be
applicable pursuant to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Securities subsequently attain Investment Grade
Status and no Default or Event of Default is in existence (in which event the Suspended Covenants shall no longer be in effect for such time that the Securities maintain an Investment Grade Status and no Default or Event of Default is in existence);
provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist under this Indenture, the Securities or any Guaranty with respect to the Suspended Covenants based on, and none of the Company or any of its
Subsidiaries shall bear any liability for, any actions taken or events occurring during the Suspension Period (as defined below), or any actions taken at any time pursuant to any contractual obligation arising prior to the Reversion Date, regardless
of whether such 

  
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actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the date of suspension of the Suspended
Covenants and the Reversion Date is referred to as the “Suspension Period.” 
 (c) On the Reversion Date, all
Indebtedness Incurred during the Suspension Period will be classified to have been Incurred pursuant to Section 4.03(a) or Section 4.03(b) (to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reversion
Date and after giving effect to the Indebtedness Incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be Incurred pursuant to Section 4.03(a) or
Section 4.03(b), such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.03(b)(4). Calculations made after the Reversion Date of the amount available to be made as
Restricted Payments under Section 4.04 will be made as though Section 4.04 had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the
amount available to be made as Restricted Payments under Section 4.04(a). 
 (d) The Company shall deliver promptly to the
Trustee an Officer’s Certificate notifying the Trustee of any suspension of the Suspended Covenants and any Reversion Date. 
 SECTION 4.16. Impairment of Security Interest. (a) The Parent and the Company shall not, and shall not permit any Restricted Subsidiary to, take or knowingly or negligently omit to take, any
action which action or omission might reasonably or would (in the good faith determination of the Company) have the result of materially impairing the value of the security interests, taken as a whole, including the lien priority with respect
thereto, with respect to the Collateral for the benefit of the Collateral Agent and the Holders, including materially impairing the lien priority of the Securities with respect thereto (it being understood that any release pursuant to
Section 11.06 and the incurrence of Permitted Liens shall not be deemed to so materially impair the security interests with respect to the Collateral and any Person that is required to deliver an Officer’s Certificate or Opinion of Counsel
pursuant to TIA § 314(d) shall be entitled to rely upon the foregoing as the basis for delivery of such certificate or opinion). 
 (b) At the direction of the Company and without the consent of the Holders, the Collateral Agent or its agent or designee shall from time to time enter into one or more amendments, extensions, renewals,
restatements, supplements or other modifications or replacements to or of the Notes Collateral Documents to: (i) cure any ambiguity, omission, defect or inconsistency therein that does not materially adversely affect the interests of the
Holders, (ii) provide for Permitted Liens or Liens otherwise permitted under Section 4.10, (iii) add to the Collateral or (iv) make any other change thereto that does not adversely affect the Holders in any material respect.


  
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 ARTICLE 5 
 SUCCESSOR COMPANY 
 SECTION 5.01. When Company May Merge or Transfer
Assets. (a) The Company shall not consolidate with or merge with or into, or convey, transfer or lease, in one transaction or a series of transactions, directly or indirectly, all or substantially all its assets to, any Person, unless:

 (1) the resulting, surviving or transferee Person (the “Successor Company”) shall be a Person
organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company) shall expressly assume, by an indenture supplemental thereto, executed and delivered
to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the Securities and this Indenture and shall expressly assume all the obligations of the Company under the applicable Collateral Documents and shall cause
such amendments, supplements and other instruments to be executed, filed and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Liens on the Collateral owned by or transferred to the Successor Company,
together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial
Code or other similar statute or regulation of the relevant states or jurisdiction; 
 (2) immediately after
giving pro forma effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Company or any Subsidiary as a result of such transaction as having been Incurred by the Successor Company or such
Subsidiary at the time of such transaction), no Default shall have occurred and be continuing; 
 (3) immediately
after giving pro forma effect to such transaction, (A) the Successor Company would be able to Incur an additional $1.00 of Indebtedness pursuant to Section 4.03(a) or (B) the Consolidated Coverage Ratio for the Successor
Company and its Restricted Subsidiaries would be greater than such ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction; and 

(4) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating
that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; 
 provided,
however, that clauses (2) and (3) will not be applicable to (A) a Restricted Subsidiary consolidating with, merging into or transferring all or part of its properties and assets to the Company (so long as no Capital Stock of
the Company is distributed to any Person) or to another Restricted Subsidiary or (B) the Company merging with an Affiliate of the Company solely for the purpose of reincorporating the Company in another jurisdiction. 

  
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 For purposes of this Section 5.01, the sale, lease, conveyance, assignment, transfer or
other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the
properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. 
 The Successor Company shall be the successor to the Company and shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture and the applicable
Collateral Documents, and the predecessor Company, except in the case of a lease, shall be released from all obligations under this Indenture and the applicable Collateral Documents and to pay the principal of and interest on the Securities.

 (b) The Company shall not permit any Subsidiary Guarantor to consolidate with or merge with or into, or convey, transfer or
lease, in one transaction or a series of transactions, all or substantially all of its assets to any Person unless: 
 (1) the resulting, surviving or transferee Person (if not such Subsidiary) shall be a Person organized and existing under the laws of the jurisdiction in which such Subsidiary was organized or under the
laws of the United States of America, or any State thereof or the District of Columbia, and such Person shall expressly assume, by a Guaranty Agreement, in a form satisfactory to the Trustee, all the obligations of such Subsidiary, if any, under its
Subsidiary Guaranty and shall expressly assume all the obligations of such Subsidiary under the applicable Collateral Documents and shall cause such amendments, supplements and other instruments to be executed, filed and recorded in such
jurisdictions as may be required by applicable law to preserve and protect the Liens on the Collateral owned by or transferred to such Person, together with such financing statements or comparable documents as may be required to perfect any security
interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction; provided,
however, that the foregoing shall not apply in the case of a Subsidiary Guarantor (x) that has been disposed of in its entirety to another Person (other than to Parent, the Company or a Subsidiary of the Company), whether through a
merger, consolidation or sale of Capital Stock or assets or (y) that, as a result of the disposition of all or a portion of its Capital Stock, ceases to be a Subsidiary, in both cases, if in connection therewith the Company provides an
Officers’ Certificate to the Trustee to the effect that the Company will comply with its obligations under Section 4.06 in respect of such disposition; 

  
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 (2) immediately after giving effect to such transaction or transactions on a
pro forma basis (and treating any Indebtedness which becomes an obligation of the resulting, surviving or transferee Person as a result of such transaction as having been issued by such Person at the time of such transaction), no Default
shall have occurred and be continuing; and 
 (3) the Company delivers to the Trustee an Officers’
Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such Guaranty Agreement, if any, complies with this Indenture; 
 provided, however, that clause (2) will not be applicable to (A) a Restricted Subsidiary consolidating with, merging into or transferring all or part of its properties and assets
to a Subsidiary Guarantor (so long as no Capital Stock of the Subsidiary Guarantor is distributed to any Person) or to another Restricted Subsidiary or (B) a Subsidiary Guarantor merging with an Affiliate of the Company solely for the purpose
of reincorporating the Subsidiary Guarantor in another jurisdiction. 
 (c) Parent shall not consolidate with or merge with or
into, or convey, transfer or lease, in one transaction or a series of transactions, all or substantially all of its assets to any Person unless: 
 (1) the resulting, surviving or transferee Person (if not Parent) shall be a Person organized and existing under the laws of the jurisdiction in which Parent was organized or under the laws of the United
States of America, or any State thereof or the District of Columbia, and such Person shall expressly assume, by a Guaranty Agreement, in a form satisfactory to the Trustee, all the obligations of Parent, if any, under the Parent Guaranty and shall
expressly assume all the obligations of the Parent under the applicable Collateral Documents and shall cause such amendments, supplements and other instruments to be executed, filed and recorded in such jurisdictions as may be required by applicable
law to preserve and protect the Liens on the Collateral owned by or transferred to such Person, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be
perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction; 

(2) immediately after giving effect to such transaction or transactions on a pro forma basis (and treating any
Indebtedness which becomes an obligation of the resulting, surviving or transferee Person as a result of such transaction as having been issued by such Person at the time of such transaction), no Default shall have occurred and be continuing; and

 (3) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating
that such consolidation, merger or transfer and such Guaranty Agreement, if any, complies with this Indenture; 

  
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 provided, however, that clause (2) will not be applicable to (A) a Restricted
Subsidiary consolidating with, merging into or transferring all or part of its properties and assets to Parent (so long as no Capital Stock of Parent is distributed to any Person) or (B) Parent merging with an Affiliate of the Company solely
for the purpose of reincorporating Parent in another jurisdiction. 
 ARTICLE 6 

DEFAULTS AND REMEDIES 
 SECTION 6.01. Events of Default. An “Event of Default” occurs if: 
 (1) the Company defaults in any payment of interest on any Security when the same becomes due and payable, and such default continues for a period of 30 days; 

(2) the Company defaults in the payment of the principal of any Security when the same becomes due and payable at its
Stated Maturity, upon optional redemption, upon required purchase, upon declaration of acceleration or otherwise; 
 (3) the Company or Parent fails to comply with Section 5.01; 

(4) the Company or any Subsidiary Guarantor fails to comply with any of its agreements contained in this Indenture or the
Securities (other than those referred to in clause (1), (2) or (3) above) and such failure continues for 60 days after the notice specified below; 

(5) Indebtedness of the Company, any Subsidiary Guarantor or any Significant Subsidiary is not paid within any applicable
grace period after final maturity or is accelerated by the holders thereof because of a default and the total amount of such Indebtedness unpaid or accelerated exceeds $125,000,000, or its foreign currency equivalent at the time; 

(6) the Company or any Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law: 

(A) commences a voluntary case; 
 (B) consents to the entry of an order for relief against it in an involuntary case; 
 (C) consents to the appointment of a Custodian of it or for any substantial part of its property; or 
 (D) makes a general assignment for the benefit of its creditors; 

or takes any comparable action under any foreign laws relating to insolvency; 

  
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 (7) 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 in an involuntary
case; 
 (B) appoints a Custodian of the Company or any Significant Subsidiary or for any substantial part of its
property; or 
 (C) orders the winding up or liquidation of the Company or any Significant Subsidiary;

 or any similar relief is granted under any foreign laws and the order or decree remains unstayed and in effect for
60 days; 
 (8) any judgment or decree for the payment of money in excess of $125,000,000 or its foreign
currency equivalent at the time (other than a judgment or decree covered by indemnities or insurance policies issued by reputable and creditworthy companies to the extent coverage has not been disclaimed) is entered against the Company or any
Significant Subsidiary, remains outstanding for a period of 60 consecutive days following the entry of such judgment or decree and is not discharged, waived or stayed; 

(9) any Guaranty ceases to be in full force and effect (other than in accordance with the terms of such Guaranty) or any
Guarantor denies or disaffirms its obligations under its Guaranty; 
 (10) (a) any Lien created by the Notes
Collateral Documents relating to the Securities and/or the Guaranties shall not constitute a valid and perfected Lien on any portion of the Collateral intended to be covered thereby with an aggregate fair market value, with respect to all such Liens
taken together, greater than $50.0 million (to the extent perfection is required by this Indenture or the Notes Collateral Documents), except as otherwise permitted by the terms of this Indenture or the relevant Notes Collateral Documents and other
than the satisfaction in full of all obligations of the Company and the Guarantors under this Indenture or the release or amendment of any such Lien in accordance with the terms of this Indenture and the Notes Collateral Documents, (b) except
for expiration in accordance with its terms or amendment, modification, waiver, termination or release in accordance with the terms of this Indenture and the Notes Collateral Documents, any of the Notes Collateral Documents (including the
certificate designating the Securities issued on the Issue Date as “Pari Passu Debt Obligations” under the Collateral Agreement) shall for whatever reason be terminated or cease to be in full force and effect, or (c) the
enforceability of any Notes Collateral Document shall be contested by the Company or any Guarantor, except in each case to the extent that any such invalidity or loss of perfection or termination results from the failure of the Collateral Agent to
make filings, 

  
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renewals and continuations (or other equivalent filings) or take other appropriate action or the failure of the Collateral Agent to maintain possession of certificates, instruments or other
documents actually delivered to it representing securities pledged or other possessory collateral pledged under the applicable Notes Collateral Documents; or 
 (11) so long as any other First Lien Obligations are outstanding, the Intercreditor Agreement shall cease to be effective or cease to be legally valid and binding, or otherwise not be effective to create
the rights and obligations purported to be created thereunder, unless the same (a) results directly from the action or inaction of the Collateral Agent or (b) is not materially adverse to the Holders. 

The foregoing will constitute Events of Default whatever the reason for any such Event of Default and whether it is voluntary or
involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body. 

The term “Bankruptcy Law” means Title 11, United States Code, or any similar Federal or state law for the relief of
debtors. The term “Custodian” means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law. 
 A Default under clause (4) will not constitute an Event of Default until the Trustee or the holders of at least 25% in principal amount of the outstanding Securities notify the Company of the Default
and the Company does not cure such Default within the time specified after receipt of such notice. Such notice must specify the Default, demand that it be remedied and state that such notice is a “Notice of Default”. 

In the event of any Event of Default under clause (5), such Event of Default and all consequences thereof (excluding, however, any
resulting payment default) will be annulled, waived and rescinded, automatically and without any action by the Trustee or the Securityholders, if within 20 Business Days after such Event of Default arose the Company delivers an Officers’
Certificate to the Trustee stating that (x) the Indebtedness that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving
rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities be annulled, waived or rescinded
upon the happening of any such events. 
 In the event that the Company or any of its Restricted Subsidiaries had previously
taken an action (or failed to take an action) that was prohibited (or required) by this Indenture solely because of the continuance of a Default (the “Initial Default”), then upon the cure or waiver of the Initial Default, any Default or
Event of Default arising from the taking of such action (or failure to take such action) and all consequences thereof (excluding any resulting payment Default, other than as a result of acceleration of the Securities) shall be annulled, waived and
rescinded, automatically and without any action by the Trustee or the Holders. 

  
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 The Company shall deliver to the Trustee, within 30 days after the occurrence thereof,
written notice in the form of an Officers’ Certificate of any Event of Default under clause (5), (9), (10) or (11) and any event which with the giving of notice or the lapse of time would become an Event of Default under
clause (4) or (8), its status and what action the Company is taking or proposes to take with respect thereto. 
 SECTION
6.02. Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(6) or (7) with respect to the Company) occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least
25% in principal amount of the Securities by notice to the Company and the Trustee, may declare the principal of and accrued but unpaid interest on all the Securities to be due and payable. Upon such a declaration, such principal and interest shall
be due and payable immediately. If an Event of Default specified in Section 6.01(6) or (7) with respect to the Company occurs, the principal of and interest on all the Securities shall ipso facto become and be immediately due
and payable without any declaration or other act on the part of the Trustee or any Securityholders. The Holders of a majority in principal amount of the Securities by notice to the Trustee may rescind an acceleration and its consequences if the
rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of acceleration. No such rescission shall affect
any subsequent Default or impair any right consequent thereto. 
 SECTION 6.03. Other Remedies. If an Event of Default
occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal of or interest on the Securities or to enforce the performance of any provision of the Securities or this Indenture. 

The Trustee may maintain a proceeding even if it does not possess any of the Securities or does not produce any of them in the
proceeding. A delay or omission by the Trustee or any Securityholder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. No
remedy is exclusive of any other remedy. All available remedies are cumulative. 
 SECTION 6.04. Waiver of Past Defaults.
The Holders of a majority in principal amount of the Securities then outstanding by notice to the Trustee may waive an existing Default or Event of Default and its consequences under this Indenture except (a) a Default in the payment of the
principal of or interest on a Security, (b) a Default arising from the failure to redeem or purchase any Security when required pursuant to this Indenture or (c) a Default in respect of a provision that under Section 9.02 cannot be
amended without the consent of each Securityholder affected. When a Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or impair any consequent right. 

  
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 SECTION 6.05. Control by Majority. The Holders of a majority in principal amount of
the Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that
conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of other Securityholders or would involve the Trustee in personal liability; provided, however, that
the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against
all losses and expenses caused by taking or not taking such action. 
 SECTION 6.06. Limitation on Suits. Except to
enforce the right to receive payment of principal, premium (if any) or interest when due, no Securityholder may pursue any remedy with respect to this Indenture or the Securities unless: 

(1) the Holder gives to the Trustee written notice stating that an Event of Default is continuing; 

(2) the Holders of at least 25% in principal amount of the outstanding Securities make a written request to the Trustee to
pursue the remedy; 
 (3) such Holder or Holders offer to the Trustee reasonable security or indemnity against
any loss, liability or expense; 
 (4) the Trustee does not comply with the request within 60 days after receipt
of the request and the offer of security or indemnity; and 
 (5) the Holders of a majority in principal amount
of the outstanding Securities do not give the Trustee a direction inconsistent with the request during such 60-day period. 
 A
Securityholder may not use this Indenture to prejudice the rights of another Securityholder or to obtain a preference or priority over another Securityholder. In the event that the Definitive Securities are not issued to any beneficial owner
promptly after the Registrar has received a request from the Holder of a Global Security to issue such Definitive Securities to such beneficial owner or its nominee, the Company expressly agrees and acknowledges, with respect to the right of any
Holder to pursue a remedy pursuant to this Indenture, the right of such beneficial holder of Securities to pursue such remedy with respect to the portion of the Global Security that represents such beneficial holder’s Securities as if such
Definitive Securities had been issued. 
 SECTION 6.07. Rights of Holders to Receive Payment. Notwithstanding any other
provision of this Indenture, the right of any Holder to receive payment of principal of and interest on the Securities held by such Holder, on or after the respective due dates expressed in the Securities, or to bring suit for the enforcement of any
such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder. 

  
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 SECTION 6.08. Collection Suit by Trustee. If an Event of Default specified in
Section 6.01(1) or (2) occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Company for the whole amount then due and owing (together with interest on any unpaid interest
to the extent lawful) and the amounts provided for in Section 7.07. 
 SECTION 6.09. Trustee May File Proofs of
Claim. The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and the Securityholders allowed in any judicial proceedings relative to the Company, its
creditors or its property and, unless prohibited by law or applicable regulations, may vote on behalf of the Holders in any election of a trustee in bankruptcy or other Person performing similar functions, and any Custodian in any such judicial
proceeding is hereby authorized by each Holder to make payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under Section 7.07. 
 SECTION 6.10. Priorities. If the Trustee collects any money or property pursuant to this Article 6, it shall pay out the money or property in the following order: 

FIRST: to the Trustee for amounts due under Section 7.07; 

SECOND: to Securityholders for amounts due and unpaid on the Securities for principal and interest, ratably, without
preference or priority of any kind, according to the amounts due and payable on the Securities for principal and interest, respectively; and 
 THIRD: to the Company. 
 The Trustee may fix a record date and payment date for
any payment to Securityholders pursuant to this Section. At least 15 days before such record date, the Company shall mail to each Securityholder and the Trustee a notice that states the record date, the payment date and amount to be paid.

 SECTION 6.11. Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in
any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may
assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section does not apply to a suit by
the Trustee, a suit by a Holder pursuant to Section 6.07 or a suit by Holders of more than 10% in aggregate principal amount of the Securities. 

  
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 SECTION 6.12. Waiver of Stay or Extension Laws. The Company (to the extent it may
lawfully do so) shall not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or
the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and shall not hinder, delay or impede the execution of any power herein granted to the
Trustee, but shall suffer and permit the execution of every such power as though no such law had been enacted. 
 ARTICLE 7

 TRUSTEE 
 SECTION 7.01. Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and use the same
degree of care and skill in their exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs. 
 (b) Except during the continuance of an Event of Default: 
 (1) the
Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and 

(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, the Trustee shall examine the certificates and opinions to determine whether or not
they conform to the requirements of this Indenture. 
 (c) The Trustee may not be relieved from liability for its own negligent
action, its own negligent failure to act or its own wilful misconduct, except that: 
 (1) this paragraph does
not limit the effect of paragraph (b) of this Section; 
 (2) the Trustee shall not be liable for any error
of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and 
 (3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05. 

  
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 (d) Every provision of this Indenture that in any way relates to the Trustee is subject to
paragraphs (a), (b) and (c) of this Section. 
 (e) The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree in writing with the Company. 
 (f) Money held in trust by the Trustee need not
be segregated from other funds except to the extent required by law. 
 (g) No provision of this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such
funds or adequate indemnity against such risk or liability is not reasonably assured to it. 
 (h) Every provision of this
Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section and to the provisions of the TIA. 

SECTION 7.02. Rights of Trustee. (a) The Trustee may rely on any document believed by it to be genuine and to have been
signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document. 
 (b)
Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the Officers’
Certificate or Opinion of Counsel. 
 (c) The Trustee may act through agents and shall not be responsible for the misconduct or
negligence of any agent appointed with due care. 
 (d) The Trustee shall not be liable for any action it takes or omits to take
in good faith which it reasonably believes to be authorized or within its rights or powers; provided, however, that the Trustee’s conduct does not constitute wilful misconduct or negligence. 

(e) The Trustee may consult with counsel, and the advice or opinion of counsel with respect to legal matters relating to this Indenture
and the Securities shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. 

SECTION 7.03. Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of
Securities and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent, Registrar, co-registrar or co-paying agent may do the same with like rights. However, the Trustee must
comply with Sections 7.10 and 7.11. 

  
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 SECTION 7.04. Disclaimer. Neither the Trustee nor the Collateral Agent shall be
responsible for and neither of them makes any representation as to the validity or adequacy of this Indenture, the Securities or the Notes Collateral Documents, neither of them shall be accountable for the Company’s use of the proceeds from the
Securities, and neither of them shall be responsible for any statement of the Company in this Indenture or in any document issued in connection with the sale of the Securities or in the Securities or any Notes Collateral Document, other than the
Trustee’s certificate of authentication. 
 SECTION 7.05. Notice of Defaults. If a Default occurs, is continuing and
is known to the Trustee, the Trustee shall mail to each Securityholder and to the Collateral Agent notice of the Default within 90 days after it occurs. Except in the case of a Default in the payment of principal of or interest on any Security
(including payments pursuant to the mandatory redemption provisions of such Security, if any), the Trustee may withhold the notice if and so long as a committee of its Trust Officers in good faith determines that withholding the notice is not
opposed to the interests of the Securityholders. 
 SECTION 7.06. Reports by Trustee to Holders. As promptly as
practicable after each August 15, beginning with the August 15 following the date of this Indenture, and in any event prior to October 15 in each year, the Trustee shall mail to each Securityholder a brief report dated as of
August 15 that complies with TIA § 313(a). The Trustee also shall comply with TIA § 313(b). 
 A copy
of each report at the time of its mailing to Securityholders shall be filed with the SEC and each stock exchange (if any) on which the Securities are listed. The Company agrees to notify promptly the Trustee whenever the Securities become listed on
any stock exchange and of any delisting thereof. 
 SECTION 7.07. Compensation and Indemnity. The Company shall pay to
the Trustee from time to time reasonable compensation for its services. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all
reasonable out-of-pocket expenses Incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the
Trustee’s agents, counsel, accountants and experts. The Company shall indemnify the Trustee against any and all loss, liability or expense (including attorneys’ fees) Incurred by it in connection with the administration of this trust and
the performance of its duties hereunder. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The
Company shall defend the claim and the Trustee may have separate counsel and the Company shall pay the fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably
withheld or delayed. The Company need not reimburse any expense or indemnify against any loss, liability or expense Incurred by the Trustee through the Trustee’s own wilful misconduct, negligence or bad faith. 

  
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 To secure the Company’s payment obligations in this Section, the Trustee shall have a
lien prior to the Securities on all money or property held or collected by the Trustee other than money or property held in trust to pay principal of and interest on particular Securities. 

The Company’s payment obligations pursuant to this Section shall survive the discharge of this Indenture. When the Trustee Incurs
expenses after the occurrence of a Default specified in Section 6.01(6) or (7) with respect to the Company, the expenses are intended to constitute expenses of administration under the Bankruptcy Law. 

SECTION 7.08. Replacement of Trustee. The Trustee may resign at any time by so notifying the Company in writing. The Holders of a
majority in principal amount of the Securities may remove the Trustee by so notifying the Trustee and may appoint a successor Trustee. The Company shall remove the Trustee if: 

(1) the Trustee fails to comply with Section 7.10; 

(2) the Trustee is adjudged bankrupt or insolvent; 

(3) a receiver or other public officer takes charge of the Trustee or its property; or 

(4) the Trustee otherwise becomes incapable of acting. 

If the Trustee resigns, is removed by the Company or by the Holders of a majority in principal amount of the Securities and such Holders
do not reasonably promptly appoint a successor Trustee, or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Company shall promptly appoint a successor
Trustee. 
 A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the
Company. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of
its succession to Securityholders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.07. 

If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee or the
Holders of 10% in principal amount of the Securities may petition any court of competent jurisdiction for the appointment of a successor Trustee. 
 If the Trustee fails to comply with Section 7.10, any Securityholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.


  
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 Notwithstanding the replacement of the Trustee pursuant to this Section, the Company’s
obligations under Section 7.07 shall continue for the benefit of the retiring Trustee. 
 SECTION 7.09. Successor
Trustee by Merger. If the Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee
corporation, without any further act, shall be the successor Trustee. 
 In case at the time such successor or successors by
merger, conversion or consolidation to the Trustee shall succeed to the trusts created by this Indenture any of the Securities shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of
authentication of any predecessor trustee, and deliver such Securities so authenticated; and in case at that time any of the Securities shall not have been authenticated, any successor to the Trustee may authenticate such Securities either in the
name of any predecessor hereunder or in the name of the successor to the Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Securities or in this Indenture provided that the certificates of the
Trustee shall have. 
 SECTION 7.10. Eligibility; Disqualification. The Trustee shall at all times satisfy the
requirements of TIA § 310(a). The Trustee shall have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition. The Trustee shall comply with TIA § 310(b);
provided, however, that there shall be excluded from the operation of TIA § 310(b)(1) any indenture or indentures under which other securities or certificates of interest or participation in other securities of the
Company are outstanding if the requirements for such exclusion set forth in TIA § 310(b)(1) are met. 
 SECTION
7.11. Preferential Collection of Claims Against Company. The Trustee shall comply with TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be
subject to TIA § 311(a) to the extent indicated. 
 ARTICLE 8 

DISCHARGE OF INDENTURE; DEFEASANCE 
 SECTION 8.01. Discharge of Liability on Securities; Defeasance. (a) When (1) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant
to Section 2.07) for cancellation or (2) all outstanding Securities have become due and payable, whether at maturity or on a redemption date as a result of the mailing of an unconditional notice of redemption pursuant to Article 3
hereof and, in the case of clause (2), the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Securities, including interest thereon to maturity or such redemption date (other
than Securities 

  
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replaced pursuant to Section 2.07), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.01(c), cease
to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Company.

 (b) Subject to Sections 8.01(c) and 8.02, the Company at any time may terminate (1) all its obligations under the
Securities and this Indenture (“legal defeasance option”) or (2) its obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12 and 4.16 and the operation of Sections 6.01(5), 6.01(6),
6.01(7), 6.01(8) and 6.01(9) (but, in the case of Sections 6.01(6) and (7), with respect only to Significant Subsidiaries and Subsidiary Guarantors) and the limitations contained in Section 5.01(a)(3) (“covenant defeasance
option”). The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. 
 If the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default with respect thereto. If the Company exercises its covenant defeasance
option, payment of the Securities may not be accelerated because of an Event of Default specified in Sections 6.01(4), 6.01(5), 6.01(6) or 6.01(7) (but, in the case of Sections 6.01(4), (5) and (6), with respect only to Significant
Subsidiaries and Subsidiary Guarantors) or because of the failure of the Company to comply with Section 5.01(a)(3). If the Company exercises its legal defeasance option or its covenant defeasance option, the Liens, as they pertain to the
Securities and the Guaranties, will be released and the Company and each Guarantor, as applicable, shall be released from all of their respective obligations with respect to the Guaranties and, to the extent pertaining to the Securities and the
Guaranties, the Notes Collateral Documents. 
 Upon satisfaction of the conditions set forth herein and upon request of the
Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates. 
 (c)
Notwithstanding clauses (a) and (b) above, the Company’s obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 and 7.08 and in this Article 8 shall survive until the Securities have been paid in full. Thereafter, the
Company’s obligations in Sections 7.07, 8.04 and 8.05 shall survive. 
 SECTION 8.02. Conditions to Defeasance. The
Company shall be entitled to exercise its legal defeasance option or its covenant defeasance option only if: 

(1) the Company irrevocably deposits in trust with the Trustee money or U.S. Government Obligations for the payment
of principal of and interest on the Securities to maturity or redemption, as the case may be; 
 (2) the Company
delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the


  
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deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when
due on all the Securities to maturity or redemption, as the case may be; 
 (3) 123 days pass after the
deposit is made and during the 123-day period no Default specified in Section 6.01(6) or (7) with respect to the Company occurs which is continuing at the end of the period; 

(4) the deposit does not constitute a default under any other agreement binding on the Company; 

(5) the Company delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does
not constitute, nor is qualified as, a regulated investment company under the Investment Company Act of 1940; 

(6) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel
stating that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (B) since the date of this Indenture there has been a change in the applicable Federal income tax law, in either case
to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Securityholders will not recognize income, gain or loss for Federal income tax purposes as a result of such defeasance and will be subject to Federal income tax on
the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred; 
 (7) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Securityholders will not recognize income, gain or loss for
Federal income tax purposes as a result of such covenant defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred;

 (8) the Company delivers to the Trustee an Opinion of Counsel in the jurisdiction of organization of the
Company (if other than the United States) to the effect that Holders will not recognize income, gain or loss for income tax purposes of such jurisdiction as a result of such deposit and defeasance, and will be subject to income tax of such
jurisdiction on the same amounts, and in the same manner and at the same times as would have been the case if such deposit and defeasance, had not occurred; and 
 (9) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities as
contemplated by this Article 8 have been complied with. 

  
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 Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for
the redemption of Securities at a future date in accordance with Article 3. 
 SECTION 8.03. Application of Trust Money.
The Trustee shall hold in trust money or U.S. Government Obligations deposited with it pursuant to this Article 8. It shall apply the deposited money and the money from U.S. Government Obligations through the Paying Agent and in
accordance with this Indenture to the payment of principal of and interest on the Securities. 
 SECTION 8.04. Repayment to
Company. The Trustee and the Paying Agent shall promptly turn over to the Company upon request any excess money or Securities held by them at any time. 
 Subject to any applicable abandoned property law, the Trustee and the Paying Agent shall pay to the Company upon request any money held by them for the payment of principal or interest that remains
unclaimed for two years, and, thereafter, Securityholders entitled to the money must look to the Company for payment as general creditors. 
 SECTION 8.05. Indemnity for Government Obligations. The Company shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against deposited U.S.
Government Obligations or the principal and interest received on such U.S. Government Obligations. 
 SECTION 8.06.
Reinstatement. If the Trustee or Paying Agent is unable to apply any money or U.S. Government Obligations in accordance with this Article 8 by reason of any legal proceeding or by reason of any order or judgment of any court or
Governmental Authority enjoining, restraining or otherwise prohibiting such application, the Company’s and each Guarantor’s obligations under this Indenture, each Guaranty and the Securities shall be revived and reinstated as though no
deposit had occurred pursuant to this Article 8 until such time as the Trustee or Paying Agent is permitted to apply all such money or U.S. Government Obligations in accordance with this Article 8; provided, however, that, if
the Company has made any payment of interest on or principal of any Securities because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money or
U.S. Government Obligations held by the Trustee or Paying Agent. 
 ARTICLE 9 

AMENDMENTS 

SECTION 9.01. Without Consent of Holders. The Company, the Guarantors, the Trustee and, if applicable, the Collateral Agent may
amend this Indenture, the Securities or the Notes Collateral Documents without notice to or consent of any Securityholder: 

  
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 (1) to cure any ambiguity, omission, mistake, defect or inconsistency;

 (2) to provide for the assumption by a successor corporation of the obligations of the Company or any
Guarantor pursuant to Article 5 and the Notes Collateral Documents; 
 (3) to provide for uncertificated
Securities in addition to or in place of certificated Securities; provided, however, that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the
uncertificated Securities are described in Section 163(f)(2)(B) of the Code; 
 (4) to add Guarantees with
respect to the Securities, including any Subsidiary Guaranties; 
 (5) to add to the covenants of
the Company or any Guarantor for the benefit of the Holders or to surrender any right or power herein conferred upon the Company or any Guarantor; 
 (6) to make any change that does not adversely affect the rights of any holder of the Securities; 
 (7) to comply with any requirement of the SEC as a result of the qualification of this Indenture under the TIA; 
 (8) to make changes of a technical or conforming nature that are necessary (as determined in good faith by the Company) for the proper issuance of Additional Securities otherwise permitted to be issued
under this Indenture; 
 (9) to evidence and provide for the acceptance and appointment under this Indenture or
the Notes Collateral Documents of a successor Trustee or Collateral Agent pursuant to the applicable requirements hereof or thereof or to provide for the accession by such successor Trustee or Collateral Agent, as applicable, to the Securities, the
Guaranties, this Indenture and the Notes Collateral Documents; 
 (10) to conform the text of this Indenture, the
Securities, the Notes Collateral Documents and the Guaranties to any provision of the “Description of the Notes” contained in the Prospectus Supplement to the extent that such provision was intended to be a verbatim recitation of a
provision of this Indenture, the Securities, the Notes Collateral Documents and the Guaranties; 
 (11) to add
additional assets as Collateral or to release any Collateral from the Liens securing the Securities, in each case pursuant to the terms of this Indenture and the Notes Collateral Documents, as and when permitted or required by this Indenture and the
Notes Collateral Documents; or 

  
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 (12) to the extent necessary to provide for the granting of a security
interest for the benefit of any Person; provided that the granting of such security interest is not prohibited under Section 4.16 or otherwise under this Indenture. 
 After an amendment under this Section becomes effective, the Company shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or
any defect therein, shall not impair or affect the validity of an amendment under this Section. 
 SECTION 9.02. With Consent
of Holders. The Company, the Guarantors, the Trustee and, if applicable, the Collateral Agent may amend this Indenture, the Securities or the Notes Collateral Documents with the consent of the Holders of at least a majority in principal
amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities) and any past default or compliance with any provisions may also be waived with the consent of the Holders of at
least a majority in principal amount of the Securities then outstanding. However, without the consent of 
 (a)
each Securityholder affected thereby, an amendment or waiver may not: 
 (1) reduce the amount of Securities
whose Holders must consent to an amendment; 
 (2) reduce the rate of or extend the time for payment of interest
on any Security; 
 (3) reduce the principal of or change the Stated Maturity of any Security; 

(4) change the provisions applicable to the redemption of any Security contained in Article 3 hereto or
paragraph 5 of the Securities; 
 (5) make any Security payable in money other than that stated in the
Security; 
 (6) make any changes in the ranking or priority of any Security that would adversely affect the
Securityholders; 
 (7) make any change in Section 6.04 or 6.07 or the second sentence of this Section;

 (8) make any change in the ranking or priority of any Securities that would adversely affect the
Securityholders; or 
 (9) make any change in, or release other than in accordance with this Indenture, any
Guaranty that would adversely affect the Securityholders; and 

  
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 (b ) the holders of at least two-thirds in principal amount of the Securities then
outstanding (including consents obtained in connection with a tender offer or exchange offer for the Securities), an amendment or waiver may not: 
 (1) subject to the requirements of the Trust Indenture Act, release all or substantially all of the Collateral, except as otherwise permitted by this Indenture or the Notes Collateral Documents; or

 (2) modify the Intercreditor Agreement in any manner materially adverse to the Securityholders, except as
otherwise permitted by this Indenture or the Notes Collateral Documents. 
 It shall not be necessary for the consent of the
Holders under this Section to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. 
 After an amendment under this Section becomes effective, the Company shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or
any defect therein, shall not impair or affect the validity of an amendment under this Section. 
 SECTION 9.03. Compliance
with Trust Indenture Act. Every amendment to this Indenture or the Securities shall comply with the TIA as then in effect. 

SECTION 9.04. Revocation and Effect of Consents and Waivers. A consent to an amendment or a waiver by a Holder of a Security shall
bind the Holder and every subsequent Holder of that Security or portion of the Security that evidences the same debt as the consenting Holder’s Security, even if notation of the consent or waiver is not made on the Security. However, any such
Holder or subsequent Holder may revoke the consent or waiver as to such Holder’s Security or portion of the Security if the Trustee receives the notice of revocation before the date the amendment or waiver becomes effective. After an amendment
or waiver becomes effective, it shall bind every Securityholder. An amendment or waiver becomes effective upon the execution of such amendment or waiver by the Trustee. 
 The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Securityholders entitled to give their consent or take any other action described above or required or
permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding the immediately preceding paragraph, those Persons who were Securityholders at such record date (or their duly designated proxies), and only those
Persons, shall be entitled to give such consent or to revoke any consent previously given or to take any such action, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more
than 120 days after such record date. 
 SECTION 9.05. Notation on or Exchange of Securities. If an amendment changes the
terms of a Security, the Trustee may require the Holder of the Security to deliver it to the Trustee. The Trustee may place an appropriate notation on the Security 

  
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regarding the changed terms and return it to the Holder. Alternatively, if the Company or the Trustee so determines, the Company in exchange for the Security shall issue and the Trustee shall
authenticate a new Security that reflects the changed terms. Failure to make the appropriate notation or to issue a new Security shall not affect the validity of such amendment. 

SECTION 9.06. Trustee to Sign Amendments. The Trustee shall sign any amendment authorized pursuant to this Article 9 if the
amendment does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may, but need not, sign it. In signing such amendment the Trustee shall be entitled to receive indemnity reasonably
satisfactory to it and (subject to Section 7.01) shall be fully protected in relying upon an Officers’ Certificate and an Opinion of Counsel stating that such amendment is authorized or permitted by this Indenture. 

SECTION 9.07. Payment for Consent. Neither the Company nor any Affiliate of the Company shall, directly or indirectly, pay or
cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture, the Securities or any Notes Collateral
Document unless such consideration is offered to all Holders and is paid to all Holders that so consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or agreement. 

ARTICLE 10 

GUARANTIES 

SECTION 10.01. Guaranties. Each Guarantor hereby unconditionally guarantees, jointly with the other Guarantors and severally, as a
primary obligor and not merely as a surety, to each Holder, the Trustee and the other Notes Secured Parties and their respective successors and assigns (a) the due and punctual payment of principal of and interest (including interest accruing
during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Securities when and as due, whether at maturity, by acceleration, by redemption, upon
one or more dates set for prepayments or otherwise, and all other monetary obligations of the Company under this Indenture, the Notes Collateral Documents and the Securities and (b) the due and punctual performance of all other obligations of
the Company and each Guarantor under this Indenture, the Notes Collateral Documents and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor further agrees that the
Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Guarantor and that such Guarantor will remain bound under this Article 10 notwithstanding any extension or renewal of any
Obligation and hereby waives any provision of applicable law to the contrary that may be waived by such Guarantor. 

  
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 Each Guarantor waives presentation to, demand of payment from and protest to the Company or
any other Guarantor of any Guaranteed Obligation, and also waives notice of acceptance of its guarantee and notice of protest for nonpayment. Each Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The
obligations of each Guarantor hereunder shall not be affected by (1) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Subsidiary
Guarantor) under this Indenture, the Securities or any other agreement or otherwise; (2) any extension or renewal of any thereof; (3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture,
the Securities or any other agreement; (4) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (5) the failure of any Holder or the Trustee to exercise any right or remedy against
any other Guarantor of the Guaranteed Obligations; or (6) except as set forth in Section 10.06, any change in the ownership of such Guarantor. 
 Each Guarantor further agrees that its Guaranty herein constitutes a guarantee of payment, performance and compliance when due and not of collection, and waives any right to require that any resort be had
by the Collateral Agent, any Holder or the Trustee to any security held for payment of the Guaranteed Obligations or credit on the books of the Collateral Agent, any Holder or the Trustee in favor of the Company or any other person. 

Except as expressly set forth in Sections 8.01(b), 10.02 and 10.06, the obligations of each Guarantor hereunder shall not be subject
to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination
whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or
otherwise affected by (i) the failure of the Collateral Agent, any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy under this Indenture, the Securities, the Notes Collateral Documents or any other
agreement, (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of any thereof, (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in,
any security held by the Collateral Agent, the Trustee or any Holder for the Guaranteed Obligations or any of them, (iv) any default, failure or delay, wilful or otherwise, in the performance of the obligations or (v) any other act or
omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Guaranteed
Obligations (other than unasserted contingent indemnity obligations)). To the fullest extent permitted by applicable law, each Guarantor expressly authorizes the Collateral Agent to take and hold security for the payment and performance of the
Guaranteed Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its sole discretion or to release or substitute
any one or more other guarantors or obligors upon or in respect of the Guaranteed Obligations, all without affecting the obligations of any Guarantor hereunder. 

  
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 Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be
reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by the Collateral Agent, any Holder or the Trustee upon the bankruptcy or reorganization of the Company, any
Guarantor or otherwise. 
 In furtherance of the foregoing and not in limitation of any other right which the Collateral Agent,
any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company or any other Guarantor to pay any Guaranteed Obligation owed by such party when and as the same shall become due, whether at
maturity, by acceleration, by redemption or otherwise, each Guarantor hereby promises to and shall, promptly upon receipt of written demand by the Collateral Agent or the Trustee, forthwith pay, or cause to be paid, to the Holders, the Trustee or
Collateral Agent in cash an amount equal to the sum of (A) the unpaid amount of such Guaranteed Obligations, (B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (C) all
other monetary Guaranteed Obligations of the Company to the Collateral Agent, the Holders or the Trustee. 
 Each Guarantor
agrees that it shall not be entitled to any right of subrogation in respect of any Obligations guaranteed hereby until payment in full of all such Obligations. Each Guarantor further agrees that, as between it, on the one hand, and the Holders and
the Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations hereby may be accelerated as provided in Article 6 for the purposes of such Guarantor’s Guaranty herein, notwithstanding any stay, injunction or other
prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed
Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section. 
 Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) Incurred by the Trustee, the Collateral Agent or any Holder in enforcing any rights under this
Section. 
 SECTION 10.02. Limitation on Liability. Any term or provision of this Indenture to the contrary
notwithstanding, the maximum aggregate amount of the Guaranteed Obligations guaranteed hereunder by any Guarantor shall not exceed the maximum amount that can be hereby guaranteed without rendering this Indenture, as it relates to such Guarantor,
voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. 

  
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 SECTION 10.03. Successors and Assigns. This Article 10 shall be binding upon
each Guarantor and its successors and assigns and shall inure to the benefit of the successors and assigns of the Trustee, the Collateral Agent and the Holders and, in the event of any transfer or assignment of rights by any Holder, the Collateral
Agent or the Trustee, the rights and privileges conferred upon that party in this Indenture and in the Securities shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions of this Indenture.

 SECTION 10.04. No Waiver. Neither a failure nor a delay on the part of either the Trustee, the Collateral Agent or the
Holders in exercising any right, power or privilege under this Article 10 shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any right, power or privilege. The rights,
remedies and benefits of the Trustee, the Collateral Agent and the Holders herein expressly specified are cumulative and not exclusive of any other rights, remedies or benefits which either may have under this Article 10 at law, in equity, by
statute or otherwise. 
 SECTION 10.05. Modification. No modification, amendment or waiver of any provision of this
Article 10, nor the consent to any departure by any Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Trustee, and then such waiver or consent shall be effective only in the specific
instance and for the purpose for which given. No notice to or demand on any Guarantor in any case shall entitle such Guarantor to any other or further notice or demand in the same, similar or other circumstances. 

SECTION 10.06. Release of Guarantor. A Subsidiary Guarantor will be released (and, in the case of clause (5) and (8), Parent
will be released) from its obligations under this Article 10 (other than any obligation that may have arisen under Section 10.07): 
 (1) upon the sale (including any sale pursuant to any foreclosure of any pledge or security interest, or other exercise of remedies by a holder of Indebtedness of the Company or of such Guarantor) or
other disposition (including by way of consolidation or merger) of a Subsidiary Guarantor, including the sale or disposition of Capital Stock of a Subsidiary Guarantor, following which such Subsidiary Guarantor is no longer a Subsidiary, 

(2) upon the sale or disposition of all or substantially all the assets of such Subsidiary Guarantor, 

(3) upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the terms of this
Indenture or at any time as such Subsidiary Guarantor is no longer a Restricted Subsidiary, including, without limitation, if such Subsidiary Guarantor is no longer a Subsidiary of the Company, 

(4) at such time as such Subsidiary Guarantor does not have any other Indebtedness outstanding that would have required
such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 4.12, except as a result of a 

  
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payment in respect of such other Indebtedness, and the Company provides an Officers’ Certificate to the Trustee certifying that no such Indebtedness is outstanding and that the Company
elects to have such Guarantor released from this Article 10, 
 (5) upon defeasance of the Securities pursuant to
Article 8, 
 (6) the transfer or sale of the Capital Stock of such Subsidiary Guarantor pursuant to an
enforcement action in accordance with the terms of the Intercreditor Agreement, 
 (7) upon the release or
discharge of the guarantee by such Subsidiary Guarantor of any Credit Agreement, except a release or discharge by or as a result of payment under such guarantee; provided that, immediately following the release of such Subsidiary Guaranty (and after
giving effect to any substantially contemporaneous release or discharge of guarantees by such Subsidiary Guarantor of other Indebtedness), the relevant Subsidiary Guarantor would meet the requirements for release under clause (4) of this
Section 10.06, or 
 (8) upon the full satisfaction of the Company’s obligations under this Indenture;

 provided, however, that in the case of clauses (1) and (2) above, (i) such sale or other
disposition is made to a Person other than the Company or a Restricted Subsidiary of the Company, (ii) such sale or disposition is otherwise permitted by this Indenture and (iii) the Company provides an Officers’ Certificate to the
Trustee to the effect that the Company will comply with its obligations under Section 4.06. 
 At the request of the Company, the Trustee
shall execute and deliver an appropriate instrument evidencing such release. 
 SECTION 10.07. Contribution. Each
Subsidiary Guarantor that makes a payment under its Subsidiary Guaranty shall be entitled upon payment in full of all Guaranteed Obligations under this Indenture to a contribution from each other Subsidiary Guarantor in an amount equal to such other
Subsidiary Guarantor’s pro rata portion of such payment based on the respective net assets of all the Subsidiary Guarantors at the time of such payment determined in accordance with GAAP. 

ARTICLE 11 

COLLATERAL AND SECURITY 
 SECTION 11.01. The Collateral Agent. (a) By accepting a Security, each Holder is deemed to have irrevocably appointed the Collateral Agent to act as its agent under the Notes Collateral
Documents and irrevocably authorized the Collateral Agent to (i) perform the duties and exercise the rights, powers and discretions that are 

  
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specifically given to it under the Notes Collateral Documents or other documents to which it is a party, together with any other incidental rights, powers and discretions, and (ii) execute
each document expressed to be executed by the Collateral Agent on its behalf. The Holders may not take any direct action to enforce the Notes Collateral Documents. The Holders may only act by instruction to the Trustee, which shall instruct the
Collateral Agent. The Collateral Agent will have no duties or obligations except those expressly set forth in the Notes Collateral Documents to which it is party. The Collateral Agent will not be liable for any action taken or not taken by it in the
absence of its own gross negligence or willful misconduct. The Collateral Agent will be entitled to rely upon, and will not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other
writing believed by it to be genuine and to have been signed or sent by the proper person. The Collateral Agent may also rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper person, and shall
not incur any liability for relying thereon. The Collateral Agent may consult with legal counsel (who may be counsel for the Company), independent accountants and other experts selected by it, and will not be liable for any action taken or not taken
by it in accordance with the advice of any such counsel, accountants or experts. Without limiting the generality of the foregoing, the Collateral Agent: 
 (1) shall not be subject to any fiduciary or other implied duties, regardless of whether an event of default has occurred and is continuing; 

(2) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary
rights and powers expressly contemplated hereby or by the Collateral Documents that the Collateral Agent is required to exercise; provided that the Collateral Agent shall not be required to take any action that, in its opinion or the opinion of its
counsel, may expose the Collateral Agent to liability or that is contrary to any Collateral Document or applicable law; 
 (3) shall not, except as expressly set forth herein and in the other Collateral Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the
Company or any of its affiliates that is communicated to or obtained by the Person serving as the Collateral Agent or any of its Affiliates in any capacity; 
 (4) shall not be liable for any action taken or not taken by it (a) with the consent or at the request of the Applicable Authorized Representative or (b) in the absence of its own gross
negligence or willful misconduct or (c) in reliance on a certificate of an authorized officer of Parent or the Company stating that such action is permitted by the terms of the Intercreditor Agreement. The Collateral Agent shall be deemed not
to have knowledge of any event of default under any series of First Lien Obligations unless and until written notice describing such event of default is given to the Collateral Agent by the Authorized Representative of such First Lien Obligations or
Parent or the Company; and 

  
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 (5) shall not be responsible for or have any duty to ascertain or inquire
into (a) any statement, warranty or representation made in or in connection with the Intercreditor Agreement or any other Collateral Document, (b) the contents of any certificate, report or other document delivered hereunder or thereunder
or in connection herewith or therewith, (c) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any event of default, (d) the validity,
enforceability, effectiveness or genuineness of the Intercreditor Agreement, any other Collateral Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Collateral
Documents, (e) the value or the sufficiency of any Collateral for any series of First Lien Obligations, or (f) the satisfaction of any condition set forth in any First Lien Debt Document or Collateral Document, other than to confirm
receipt of items expressly required to be delivered to the Collateral Agent. 
 The use of the term “agent” herein with reference to
the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law other than as a “representative” as such term is used in
Section 9-102(a)(72)(E) of the Uniform Commercial Code. 
 BY ACCEPTING A SECURITY EACH HOLDER WILL BE DEEMED TO HAVE IRREVOCABLY AGREED TO
THE FOREGOING PROVISIONS OF THIS SECTION 11.01(A) AND SHALL BE BOUND BY THOSE AGREEMENTS TO THE FULLEST EXTENT PERMITTED BY LAW. 
 (b) Without limiting the Intercreditor Agreement, the Collateral Agent shall be subject to such directions as may be properly given it by the Trustee and/or other Authorized Representatives from time to
time in accordance with this Indenture, the Intercreditor Agreement and the other Collateral Documents. Except as directed by the Trustee and/or other Authorized Representatives and as expressly required by this Indenture, the Intercreditor
Agreement and the other Collateral Documents, and in each case subject to the Intercreditor Agreement, the Collateral Agent shall not be obligated: 
 (1) to act upon directions purported to be delivered to it by any other Person; 
 (2) to foreclose upon or otherwise enforce any Lien securing the Securities and the Guaranties; or 
 (3) to take any other action whatsoever with regard to any or all of the Liens securing the Securities, the Guaranties or the Notes Collateral Documents or with regard to the Collateral. 

(c) The Collateral Agent is authorized and empowered to appoint one or more co-agents or sub-agents or attorneys-in-fact as it deems
necessary or appropriate in connection herewith and shall not be liable for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. 

  
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 (d) The Collateral Agent may perform any and all its duties and exercise its rights and
powers by or through any one or more sub-agents appointed by it. The Collateral Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers by or through their respective Affiliates. The exculpatory provisions
of this Article 11 shall apply to any such sub-agent and to the Affiliates of the Collateral Agent and any such sub-agent. 

(e) Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the Collateral Agent may resign at any
time by notifying the Company and the Trustee. Upon any such resignation, the Trustee shall have the right, with the consent (not to be unreasonably withheld or delayed) of the Company, to appoint a successor; provided that during the
existence and continuation of an Event of Default pursuant to clause (1), (2), (6) or (7) of Article 6, no consent of the Company shall be required. If no successor shall have been so appointed by the Trustee and shall have accepted such
appointment within 30 days after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent may, on behalf of the Holders and the Trustee, appoint a successor Collateral Agent which shall be a bank with an
office in New York, New York, having a combined capital and surplus of at least $1,000,000,000, or an Affiliate of any such bank that is, so long as no Event of Default pursuant to clause (1), (2), (6) or (7) of Article 6 shall have
occurred and be continuing, reasonably acceptable to the Company. Upon the acceptance of its appointment as Collateral Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and
duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Company to a successor Collateral Agent shall be the same as those payable to its
predecessor unless otherwise agreed between the Company and such successor. After a Collateral Agent’s resignation hereunder, the provisions of this Article and Article 7 shall continue in effect for the benefit of such retiring Collateral
Agent, its sub-agents and their respective Affiliates in respect of any actions taken or omitted to be taken by any of them while acting as Collateral Agent. 
 (f) The benefits, protections and indemnities of the Trustee in Sections 7.02, 7.03, 7.07 and 7.09 of this Indenture shall apply mutatis mutandi to the Collateral Agent in its capacity as such,
including, without limitation, the rights to receive and rely on Officers’ Certificates and Opinions of Counsel, reimbursement and indemnification. 
 (g) Each Holder, by its acceptance of the Securities, is deemed to have consented and agreed to the terms of each Notes Collateral Document, as originally in effect and as amended, supplemented or
replaced from time to time in accordance with its terms or the terms of this Indenture; and authorizes and empowers the Trustee and (through the Intercreditor Agreement) the Applicable Authorized Representative to bind the Holders and other holders
of Pari Passu Debt Obligations as set forth in the applicable Collateral Documents to which they are a party and to perform its obligations and exercise its rights and powers thereunder. Notwithstanding the foregoing, no such consent or deemed
consent shall be deemed or construed to represent an amendment or waiver, in whole or in part, of any provision of this Indenture or the Securities. 

  
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 (h) Neither the Trustee nor the Collateral Agent shall be responsible for the existence,
genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Liens in any of the Collateral, for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for
the validity of the title of the Company or any Grantor to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. 

SECTION 11.02. Acceptance of Notes Collateral Documents. The Trustee and each Securityholder, by accepting the Securities and the
Guaranties, acknowledges that, as more fully set forth in the Notes Collateral Documents, the Collateral as now or hereafter constituted shall be for the benefit of all the Securityholders, the Collateral Agent, the Trustee and the other Secured
Parties, and that the Lien granted in the Collateral Documents relating to the Securities in respect of the Trustee, the Holders and the other Secured Parties is subject to and qualified and limited in all respects by the Notes Collateral Documents
and actions that may be taken thereunder. In the event of conflict between the Intercreditor Agreement, any of the other Notes Collateral Documents and this Indenture, the Intercreditor Agreement shall control. 

SECTION 11.03. Further Assurances. The Company and the Guarantors shall, at their sole expense, take all actions that may be
required under applicable law, or that the Trustee or the Collateral Agent may reasonably request, in order to effectuate the transactions contemplated by this Indenture and in order to grant, preserve, protect and perfect the validity and first
priority of the security interests created or intended to be created by the Notes Collateral Documents. As necessary, or upon reasonable request of the Collateral Agent, the Company and the Guarantors shall, at their sole expense, execute any and
all further documents, financing statements, agreements and instruments, and take all further action (including filing Uniform Commercial Code and other financing statements, mortgages and deeds of trust). 

SECTION 11.04. After-Acquired Property. (a) Subject to Section 11.04(b) and the exceptions and limitations in the Notes
Collateral Documents, if the Company or any Guarantor acquires any property which is of a type constituting Collateral under the Collateral Agreement or any other Notes Collateral Document (excluding, for the avoidance of doubt, any Excluded
Assets), it will be required to execute and deliver such security instruments, financing statements and such certificates and opinions of counsel and take all other actions as are required under this Indenture and the Notes Collateral Documents to
vest in the Collateral Agent a perfected security interest in such after-acquired property and to have such after-acquired property included as part of the Collateral, and thereupon all provisions of the Notes Collateral Documents and this Indenture
relating to the Collateral shall be deemed to relate to such after-acquired property to the same extent and with the same force and effect. 
 (b) Notwithstanding anything to the contrary in Section 11.04(a), any requirement to mortgage real property that is acquired after the Issue Date pursuant to Section 11.04(a) shall be limited to
real property owned in fee by a Grantor that (i) has a fair market value equal to or exceeding $10,000,000, (ii) is not subject to a Lien 

  
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permitted under Section 6.02(c) or (n) of the Credit Agreement (for so long as such Lien exists) and (iii) the Company does not intend to sell within six months of the acquisition
thereof pursuant to clause (i) or (x) of Section 6.05(b) of the Credit Agreement. No appraisals, environmental reports or surveys shall be required to be obtained in connection with any mortgage of real property pursuant to
Section 11.04(a). The Company shall provide such evidence as the Collateral Agent shall reasonably request as to the perfection and priority status of each such security interest and Lien. 

SECTION 11.05. Real Property Mortgages. The Company will use its commercially reasonable efforts to complete or cause to be
completed on or prior to the Issue Date all filings and other similar actions required or desirable on its part in connection with the creation, perfection, protection and/or reaffirmation of such the security interests in favor of the Securities
and the Guaranties. The Company shall deliver to the Collateral Agent within 180 days of the Issue Date (or such longer period as the Trustee may agree in its sole discretion) (a) counterparts of amended and restated mortgages securing the
Obligations with respect to the Securities and the Guaranties, duly executed and delivered by the Collateral Agent and the Grantor that is the record owner of each applicable Mortgaged Property and otherwise suitable for recording and in form and
substance sufficient to grant to the Collateral Agent for the benefit of the Notes Secured Parties a valid mortgage lien on such real property, (b) title searches confirming that there are no Liens of record in violation of the applicable
mortgage, (c) modification and date down endorsements to the existing title insurance policies, or new policies, to the extent such endorsements are not available and (d) local counsel opinions, and any other documents reasonably requested
by the Collateral Agent in respect of the amended and restated mortgages. 
 SECTION 11.06. Release. The Liens on the
Collateral will be released with respect to the Securities and the Guaranties: 
 (1) in whole, upon payment in
full of the principal of, accrued and unpaid interest, if any, and premium, if any, on, the Securities; 
 (2) in
whole, upon satisfaction and discharge of this Indenture as described under Article 8; 
 (3) in whole, upon a
legal defeasance or covenant defeasance as described under Article 8; 
 (4) in part, as to any property or asset
constituting Collateral (A) that is sold or otherwise disposed of or deemed disposed of in a transaction permitted by Section 4.06, (B) that is owned by a Subsidiary Guarantor to the extent such Subsidiary Guarantor has been released
from its Subsidiary Guarantee in accordance with this Indenture or (C) otherwise in accordance with, and as expressly provided for under, this Indenture and the Notes Collateral Documents; 

(5) as permitted under the Intercreditor Agreement; 

  
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 (6) with respect to any particular item of Collateral, upon release by the
Collateral Agent of the liens on such item of Collateral securing the Credit Agreement Obligations and the substantially concurrent release of the liens on such item of Collateral securing any other First Lien Obligations (other than the
Securities); provided, however, that there is then outstanding under the Credit Agreement aggregate debt and debt commitments in an amount that exceeds the aggregate principal amount of the then outstanding Securities; provided, further, however
that this clause (6) shall not apply with respect to a release of all or substantially all of the Collateral; 
 (7) to the extent any particular item of Collateral becomes an Excluded Asset; or 
 (8) as permitted under Article 9. 
 Upon any sale or disposition of Collateral in
compliance with this Indenture and the Notes Collateral Documents, the Liens in favor of the Collateral Agent on such Collateral and (subject to the provisions of Section 11.04) all proceeds thereof shall automatically terminate and be released
and the Collateral Agent will execute and deliver such documents and instruments as the Company and the Guarantors may request to evidence such termination and release (without recourse or warranty) without the consent of the Securityholders.

 To the extent required by law, the Company will furnish to the Collateral Agent and the Trustee, prior to each proposed
release of Collateral pursuant to the Collateral Documents and the Indenture, an Officers’ Certificate and Opinion of Counsel and such other documentation as is required by the Indenture. 

To the extent required by law, the Company will cause TIA §313(b), relating to reports, TIA §314(b), relating to evidence of
recording of indenture, and TIA §314(d), relating to the release of property or securities or relating to the substitution therefor of any property or securities to be subjected to the Lien of the Collateral Documents, to be complied with. Any
certificate or opinion required by TIA §314(d) may be made by an Officer except in cases where TIA §314(d) requires that such certificate or opinion be made by an independent Person, which Person will be an independent engineer, appraiser
or other expert selected or reasonably satisfactory to the Trustee. To the extent the Company is required to furnish to the Trustee an Opinion of Counsel pursuant to TIA § 314(b)(2), the Company shall furnish such opinion not more than 60 but
not less than 30 days prior to each September 30. 
 Notwithstanding anything to the contrary herein, the Company will not
be required to comply with all or any portion of TIA §314(d) if it determines, in good faith based on advice of counsel, that under the terms of TIA §314(d) and/or any interpretation or guidance as to the meaning thereof of the SEC and its
staff, including “no action” letters or exemptive orders, all or any portion of TIA §314(d) is inapplicable to the released Collateral. 

  
 92 









 The Company will not be required to comply with TIA §314(d) with respect to any of the
following: 
  

	 	(a)	cash payments (including for the scheduled repayment of Indebtedness) in the ordinary course of business; 


 

	 	(b)	sales or other dispositions of inventory in the ordinary course of business; 


 

	 	(c)	collections, sales or other dispositions of accounts receivable in the ordinary course of business; and 


 

	 	(d)	sales or other dispositions in the ordinary course of business of any property the use of which is no longer necessary or desirable in, and is not material to, the
conduct of the business of the Company and its Subsidiaries; 

 provided, however, the Company’s right to rely on the above
will be conditioned upon the Company’s delivering to the Trustee, within 30 calendar days following the end of each six-month period beginning on February 15 and August 15 of any year, an Officers’ Certificate to the effect that
all releases during such six-month period in respect of which the Company did not comply with TIA §314(d) in reliance on the above were made in the ordinary course of business. 

SECTION 11.07. Enforcement of Remedies. Notwithstanding anything to the contrary herein, any enforcement of the Guaranties or any
remedies with respect to the Collateral under the Notes Collateral Documents is subject to the provisions of the Intercreditor Agreement. 
 ARTICLE 12 
 MISCELLANEOUS 

SECTION 12.01. Trust Indenture Act Controls. If any provision of this Indenture limits, qualifies or conflicts with another
provision which is required to be included in this Indenture by the TIA, the required provision shall control. 
 SECTION 12.02.
Notices. Any notice or communication shall be in writing and delivered in person or mailed by first-class mail addressed as follows: 
 if to the Company or any Guarantor: 
 CHS/Community Health Systems, Inc.

 4000 Meridian Boulevard 
 Franklin, TN 37067 
 Attention of General Counsel; 

  
 93 









 if to the Trustee: 
 Regions Bank 
 Corporate Trust Services 

315 Deaderick Street, 4th Floor 
 Nashville, TN 37238; and 
 if to the Collateral Agent: 

Credit Suisse AG 

Eleven Madison Avenue 
 New York, NY 10010 
 Fax No. (212) 325-8304 

Email: agency.loanops@credit-suisse.com 
 Attention of Agency Group. 
 The Company, any Guarantor, the Collateral Agent or
the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications. 

Any notice or communication mailed to a Securityholder shall be mailed to the Securityholder at the Securityholder’s address as it
appears on the registration books of the Registrar and shall be sufficiently given if so mailed within the time prescribed. 

Failure to mail a notice or communication to a Securityholder or any defect in it shall not affect its sufficiency with respect to other
Securityholders. If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it. 
 SECTION 12.03. Communication by Holders with Other Holders. Securityholders may communicate pursuant to TIA § 312(b) with other Securityholders with respect to their rights under this
Indenture or the Securities. The Company, any Guarantor, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c). 
 SECTION 12.04. Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take or refrain from taking any action under this Indenture, the
Company shall furnish to the Trustee: 
 (1) an Officers’ Certificate in form and substance reasonably
satisfactory to the Trustee stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and 

  
 94 









 (2) an Opinion of Counsel in form and substance reasonably satisfactory to
the Trustee stating that, in the opinion of such counsel, all such conditions precedent have been complied with. 
 SECTION
12.05. Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a covenant or condition provided for in this Indenture shall include: 

(1) a statement that the individual making such certificate or opinion has read such covenant or condition; 

(2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions
contained in such certificate or opinion are based; 
 (3) a statement that, in the opinion of such individual,
he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and 

(4) a statement as to whether or not, in the opinion of such individual, such covenant or condition has been complied
with. 
 SECTION 12.06. When Securities Disregarded. In determining whether the Holders of the required principal amount
of Securities have concurred in any direction, waiver or consent, Securities owned by the Company or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company shall be disregarded
and deemed not to be outstanding, except that, for the purpose of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Securities which the Trustee knows are so owned shall be so disregarded.
Also, subject to the foregoing, only Securities outstanding at the time shall be considered in any such determination. 

SECTION 12.07. Rules by Trustee, Paying Agent and Registrar. The Trustee may make reasonable rules for action by or at a meeting
of Securityholders. The Registrar and the Paying Agent may make reasonable rules for their functions. 
 SECTION 12.08. Legal
Holidays. If a payment date is a Legal Holiday, payment shall be made on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period. If a regular record date is a Legal Holiday, the record date
shall not be affected. 
 SECTION 12.09. Governing Law. This Indenture and the Securities shall be governed by, and
construed in accordance with, the laws of the State of New York. 
 SECTION 12.10. No Recourse Against Others. A
director, officer, employee or stockholder, as such, of the Company or any Guarantor shall not have any liability for any obligations of the Company under the Securities, this Indenture or any


  
 95 









 
Note Collateral Document or of such Guarantor under its Guaranty, this Indenture or any Note Collateral Document or for any claim based on, in respect of or by reason of such obligations or their
creation (other than pursuant to any Guaranty or Note Collateral Document). By accepting a Security, each Securityholder shall waive and release all such liability. The waiver and release shall be part of the consideration for the issue of the
Securities. 
 SECTION 12.11. Successors. All agreements of the Company in this Indenture and the Securities shall bind
its successors. All agreements of the Trustee and all agreements of the Collateral Agent in this Indenture shall bind their respective successors. 
 SECTION 12.12. Multiple Originals. The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One
signed copy is enough to prove this Indenture. 
 SECTION 12.13. Table of Contents; Headings. The table of contents,
cross-reference sheet and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions
hereof. 
 [Remainder of Page Intentionally Left Blank] 

  
 96 









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

			
	CHS/COMMUNITY HEALTH SYSTEMS, INC.,
		
	 By
	 	/s/ Rachel A. Seifert
	 Name:
	 	Rachel A. Seifert
	 Title:
	 	Executive Vice President, Secretary and General Counsel









 
			
	[GUARANTORS],
		
	 By
	 	 
	Name:
	Title:









 
			
	REGIONS BANK, as Trustee
		
	 By
	 	/s/ Paul Williams
	 Name:
	 	Paul Williams
	 Title:
	 	Vice President & Trust Officer









 
			
	 CREDIT SUISSE AG, CAYMAN
 ISLANDS BRANCH, as Collateral Agent

		
	 By
	 	/s/ Robert Hetu
	 Name:
	 	Robert Hetu
	 Title:
	 	Managing Director


  

			
	 By
	 	/s/ Rahul Parmar
	 Name:
	 	Rahul Parmar
	 Title:
	 	Associate









 APPENDIX 
 PROVISIONS RELATING TO SECURITIES, 
 1. Definitions 

1.1 Definitions 
 For the purposes of this Appendix the following terms shall have the meanings indicated below: 
 “Additional Securities” means Securities (other than the Securities issued on the Issue Date) issued under the Indenture (other than pursuant to Section 2.06, 2.07, 2.09 or 3.06 of the
Indenture), as part of the same series as the Securities issued on the Issue Date. 
 “Definitive Security” means a
certificated Security. 
 “Depository” means The Depository Trust Company, its nominees and their respective
successors. 
 “Global Security Legend” means the legend set forth in Section 2.3(d) hereto, which is required to
be placed on all Securities Issued under the Indenture. 
 “Global Securities” mean, individually and collectively,
each of the Securities issued or issuable in the global form of Exhibit A hereto issued in accordance with Article 2 of the Indenture. 
 “Issue Date” means August 17, 2012. 
 “Securities” means
(1) $1,600,000,000 aggregate principal amount of 5.125% Senior Secured Notes Due 2018 issued on the Issue Date and (2) Additional Securities, if any. 
 “Securities Act” means the Securities Act of 1933. 
 “Securities
Custodian” means the custodian with respect to a Global Security (as appointed by the Depository), or any successor Person thereto and shall initially be the Trustee. 
 “Underwriters” means (1) with respect to the Securities issued on the Issue Date, Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc.,
Goldman, Sachs & Co., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, SunTrust Ronbinson Humphrey, Inc., Wells Fargo Securities, LLC,
Deutsche Bank Securities Inc., Fifth Third Securities, Inc., Mitsubishi UFJ Securities (USA), Inc., Scotia Capital (USA) Inc. and UBS Securities LLC and (2) with respect to each issuance of Additional Securities, the Persons underwriting such
issuance of Additional Securities under the related Underwriting Agreement. 







 “Underwriting Agreement” means (1) with respect to the Securities issued on
the Issue Date, the Underwriting Agreement dated August 8, 2012, among the Company, the Guarantors and the Underwriters, and (2) with respect to each issuance of Additional Securities, the underwriting agreement among the Company, the
Guarantors and the Persons underwriting such issuance of Additional Securities. 
 1.2 Other Definitions 

 

					
	 Term
	  	Defined in
Section:	 
	 “Agent Members”
	  	 	2.1	(b) 

 2. The Securities. 
 2.1 
 (a) Form and Dating. The Securities issued on the Issue Date will be
offered and sold by the Company pursuant to an Underwriting Agreement. Securities issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Security Legend and the “Schedule of Increases or
Decreases in the Global Security” attached thereto). Securities issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Security Legend and without the “Schedule of Increases or
Decreases in the Global Security” attached thereto). Each Global Security shall represent such aggregate principal amount of the outstanding Securities as shall be specified therein and each shall provide that it shall represent the aggregate
principal amount of outstanding Securities from time to time endorsed thereon and that the aggregate principal amount of outstanding Securities represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges
and redemptions. Additional Securities offered after the Issue Date may be transferred by the holders thereof in accordance with applicable law. 
 Any endorsement of a Global Security to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Securities represented thereby shall be made by the Trustee, the
Depository or the Securities Custodian, at the direction of the Trustee, in accordance with instructions give by the Securityholder thereof. 
 (b) Book-Entry Provisions. This Section 2.1(b) shall apply only to a Global Security deposited with or on behalf of the Depository. 

  
 A-2









 The Company shall execute and the Trustee shall, in accordance with this
Section 2.1(b), authenticate and deliver initially one or more Global Securities that (a) shall be registered in the name of the Depository for such Global Security or Global Securities or the nominee of such Depository and (b) shall
be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions or held by the Trustee as custodian for the Depository. 
 Members of, or participants in, the Depository (“Agent Members”) shall have no rights under the Indenture with respect to any Global Security held on their behalf by the Depository or by the
Trustee as the custodian of the Depository or under such Global Security, and the Company, the Trustee, the Collateral Agent and any agent of the Company, the Collateral Agent or the Trustee shall be entitled to treat the Depository as the absolute
owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee, the Collateral Agent or any agent of the Company, the Collateral Agent or the Trustee from giving effect
to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices of such Depository governing the exercise of the rights of a
holder of a beneficial interest in any Global Security. 
 (c) Definitive Securities. Except as provided in this
Section 2.1 or Section 2.3 or 2.4, owners of beneficial interests in Global Securities shall not be entitled to receive physical delivery of Definitive Securities. 
 2.2 Authentication. 
 The Trustee shall authenticate and deliver:
(1) on the Issue Date, an aggregate principal amount of $1,600,000,000 of 5.125% Senior Secured Notes Due 2018 and (2) any Additional Securities for an original issue in an aggregate principal amount specified in the written order of the
Company pursuant to Section 2.02 of the Indenture for a like principal amount of Securities, in each case upon a written order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of
the Company. Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and, in the case of any issuance of Additional Securities pursuant to
Section 2.13 of the Indenture, shall certify that such issuance is in compliance with Section 4.03 of the Indenture and made pursuant to an effective registration statement under the Securities Act. 

2.3 Transfer and Exchange. 
 (a) Transfer and Exchange of Definitive Securities. When Definitive Securities are presented to the Registrar with a request: 

 

	 	(x)	to register the transfer of such Definitive Securities; or 


  
 A-3










	 	(y)	to exchange such Definitive Securities for an equal principal amount of Definitive Securities of other authorized denominations, the Registrar shall register the
transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive Securities surrendered for transfer or exchange shall be duly endorsed or accompanied by a
written instrument of transfer in form reasonably satisfactory to the Company and the Registrar, duly executed by the Holder thereof or its attorney duly authorized in writing. 


(b) Restrictions on Transfer of a Definitive Security for a Beneficial Interest in a Global Security. A Definitive Security
may not be exchanged for a beneficial interest in a Global Security, except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a Definitive Security, duly endorsed or accompanied by appropriate instruments of
transfer, in form satisfactory to the Trustee, together with written instructions directing the Trustee to make, or to direct the Securities Custodian to make, an adjustment on its books and records with respect to such Global Security to reflect an
increase in the aggregate principal amount of the Securities represented by the Global Security, such instructions to contain information regarding the Depository account to be credited with such increase, then the Trustee shall cancel such
Definitive Security and cause, or direct the Securities Custodian to cause, in accordance with the standing instructions and procedures existing between the Depository and the Securities Custodian, the aggregate principal amount of Securities
represented by the Global Security to be increased by the aggregate principal amount of the Definitive Security to be exchanged and shall credit or cause to be credited to the account of the Person specified in such instructions a beneficial
interest in the Global Security equal to the principal amount of the Definitive Security so canceled. If no Global Securities are then outstanding, the Company shall issue and the Trustee shall authenticate, upon written order of the Company in the
form of an Officers’ Certificate of the Company, a new Global Security in the appropriate principal amount. 
 (c)
Transfer and Exchange of Global Securities. 
 (i) The transfer and exchange of Global Securities or beneficial interests
therein shall be effected through the Depository, in accordance with the Indenture (including applicable restrictions on transfer set forth herein, if any) and the procedures of the Depository therefor. A transferor of a beneficial interest in a
Global Security shall deliver to the Registrar a written order given in accordance with the Depository’s procedures containing information regarding the participant account of the Depository to be credited with a beneficial interest in the
Global Security. The Registrar shall, in accordance with such instructions instruct the Depository to credit to the account of the Person specified in such instructions a beneficial interest in the Global Security and to debit the account of the
Person making the transfer the beneficial interest in the Global Security being transferred. 
 (ii) If the proposed transfer is
a transfer of a beneficial interest in one Global Security to a beneficial interest in another Global Security, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Global Security to which
such interest is being transferred in an amount equal to the principal amount of the interest to be so transferred, and the Registrar shall reflect on its books and records the date and a corresponding decrease in the principal amount of the Global
Security from which such interest is being transferred. 

  
 A-4









 (iii) Notwithstanding any other provisions of this Appendix (other than the provisions set
forth in Section 2.4), a Global Security may not be transferred as a whole except by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or
any such nominee to a successor Depository or a nominee of such successor Depository. 
 (d) Legend. 

(i) Each Security certificate evidencing the Global Securities shall bear a legend in substantially the following form: 

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
(“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
 TRANSFERS OF THIS GLOBAL SECURITY SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. 
 Each Definitive Security shall also bear the following
additional legend: 
 IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH
CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. 

  
 A-5









 (e) Cancellation or Adjustment of Global Security. At such time as all beneficial
interests in a Global Security have either been exchanged for Definitive Securities, redeemed, purchased or canceled, such Global Security shall be returned to the Depository for cancellation or retained and canceled by the Trustee. At any time
prior to such cancellation, if any beneficial interest in a Global Security is exchanged for certificated Securities, redeemed, purchased or canceled, the principal amount of Securities represented by such Global Security shall be reduced and an
adjustment shall be made on the books and records of the Trustee (if it is then the Securities Custodian for such Global Security) with respect to such Global Security, by the Trustee or the Securities Custodian, to reflect such reduction.

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

(a) A Global Security deposited with the Depository or with the Trustee as Securities Custodian for the Depository pursuant to
Section 2.1 shall be transferred to the beneficial owners thereof in the form of Definitive Securities in an aggregate principal amount equal to the principal amount of such Global Security, in exchange for such Global Security, only if such
transfer complies with Section 2.3 hereof and (i) the Depository notifies the Company that it is unwilling or unable to continue as Depository for such Global Security and the Depository fails to appoint a successor depository or if at any
time such Depository ceases to be a “clearing agency” registered under the Exchange Act, in either case, and a successor depository is not appointed by the Company within 90 days of such notice, or (ii) an Event of Default has
occurred and is continuing or (iii) the Company, in its sole discretion, notifies the Trustee in writing that it elects to cause the issuance of Definitive Securities under the Indenture.


  
 A-6









 (b) Any Global Security that is transferable to the beneficial owners thereof pursuant to
this Section 2.4 shall be surrendered by the Depository to the Trustee located at its corporate trust location in the Borough of Manhattan, The City of New York, to be so transferred, in whole or from time to time in part, without charge, and
the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Security, an equal aggregate principal amount of Definitive Securities of authorized denominations. Any portion of a Global Security transferred pursuant
to this Section 2.4 shall be executed, authenticated and delivered only in denominations of $2,000 principal amount and any greater integral multiple of $1,000 and registered in such names as the Depository shall direct. 

(c) Subject to the provisions of Section 2.4(b) hereof, the registered Holder of a Global Security shall be entitled to grant
proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the Indenture or the Securities. 

(d) In the event of the occurrence of one of the events specified in Section 2.4(a) hereof, the Company shall promptly make
available to the Trustee a reasonable supply of Definitive Securities in definitive, fully registered form without interest coupons. In the event that such Definitive Securities are not issued, the Company expressly acknowledges, with respect to the
right of any Holder to pursue a remedy pursuant to Section 6.06 of the Indenture, the right of any beneficial owner of Securities to pursue such remedy with respect to the portion of the Global Security that represents such beneficial
owner’s Securities as if such Definitive Securities had been issued. 

  
 A-7









 EXHIBIT A 
 [FORM OF FACE OF SECURITY] 
 [Global Securities Legend] 

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








			
	No.         	  	$        

 5.125% Senior Secured Notes Due 2018 

CHS/Community Health Systems, Inc., a Delaware corporation, promises to pay
to        , or registered assigns, the principal sum                     of
Dollars on August 15, 2018. 
 Interest Payment Dates: February 15 and August 15. 

Record Dates: February 1 and August 1. 
 Additional provisions of this Security are set forth on the other side of this Security. 

  
 2 








 Dated: 
  

			
	 CHS/COMMUNITY HEALTH SYSTEMS, INC.,

		
	     By
	 	 
		 	 Name:

		 	 Title:

		
	     By
	 	 
		 	 Name:

		 	 Title:




  
 3 








 This is one of the Securities referred to in the 
 within-mentioned Indenture. 
  

			
	 REGIONS BANK,
     as Trustee

		
	 By:
	 	 
		 	Authorized Signatory


  
 4 








 [FORM OF REVERSE SIDE OF SECURITY] 

5.125% Senior Secured Note Due 2018 
 Interest 
 CHS/Community Health Systems, Inc., a Delaware corporation (such
corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the “Company”), promises to pay interest on the principal amount of this Security at the rate per annum shown above. The Company
will pay interest semiannually on February 15 and August 15 of each year, commencing February 15, 2013. Interest on the Securities will accrue from the most recent date to which interest has been paid or, if no interest has been paid,
from August 17, 2012. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company will pay interest on overdue principal at the rate borne by this Security plus 1.0% per annum, and it will pay interest on
overdue installments of interest at the same rate to the extent lawful. 
 Method of Payment 

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

Initially, Regions Bank (the “Trustee”) will act as Paying Agent and Registrar. The Company may appoint and change any Paying
Agent, Registrar or co-registrar without notice. The Company or any of its domestically incorporated Wholly Owned Subsidiaries may act as Paying Agent, Registrar or co-registrar. 

  
 5 








 Indenture 
 The Company issued the Securities under an Indenture dated as of August 17, 2012 (“Indenture”), among the Company, the Guarantors and the Trustee. The terms of the Securities include those
stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) (the “Act”). Terms defined in the Indenture and not defined herein have the
meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. 

The Securities are senior secured obligations of the Company. The Company shall be entitled, subject to its compliance with
Section 4.03 of the Indenture and the registration thereof under the Securities Act, to issue Additional Securities pursuant to Section 2.13 of the Indenture. The Securities issued on the Issue Date and any Additional Securities will be
treated as a single class for all purposes under the Indenture. The Indenture contains covenants that limit the ability of the Company and its subsidiaries to incur additional indebtedness; pay dividends or distributions on, or redeem or repurchase
capital stock; make investments; issue or sell capital stock of subsidiaries; engage in transactions with affiliates; create liens on assets; transfer or sell assets; guarantee indebtedness; restrict dividends or other payments of subsidiaries;
consolidate, merge or transfer all or substantially all of its assets and the assets of its subsidiaries; engage in sale/leaseback transactions; and impair the security interest in favor of the Securities. These covenants are subject to important
exceptions and qualifications. 
 Optional Redemption 
 Except as set forth below, the Company shall not be entitled to redeem the Securities at its option prior to August 15, 2015. 
 On and after August 15, 2015, the Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days’ notice, at the redemption
prices (expressed in percentages of principal amount, on the redemption date) plus accrued and unpaid 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), if redeemed during the 12-month period commencing on August 15 of the years set forth below: 
  

					
	 Period
	  	Redemption
Price	 
	 2015
	  	 	102.563	% 
	 2016
	  	 	101.281	% 
	 2017 and thereafter
	  	 	100.000	% 

 In addition, prior to August 15, 2015, the Company shall be entitled at its option on one or more
occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at
a redemption price (expressed as a percentage of principal amount) of 105.125%, plus accrued and unpaid interest, if any, to the redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant
interest payment date), with the Net Cash Proceeds from one or more Public Equity Offerings (provided that if 

  
 6 








 
the Public Equity Offering is an offering by Parent, a portion of the Net Cash Proceeds thereof equal to the amount required to redeem any such Securities is contributed to the equity capital of
the Company); provided, however, that (1) at least 65% of such aggregate principal amount of Securities originally issued remains outstanding immediately after the occurrence of each such redemption (other than Securities held,
directly or indirectly, by the Company or its Subsidiaries); and (2) each such redemption occurs within 180 days after the date of the related Public Equity Offering. 

Prior to August 15, 2015, the Company shall be entitled at its option to redeem all or a portion of the Securities at a redemption
price equal to 100.000% of the principal amount of the Securities redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, the applicable redemption date (subject to the right of Holders on the relevant record date to
receive interest due on the relevant interest payment date). The Company shall cause notice of such redemption to be mailed by first-class mail to each Holder’s registered address, not less than 30 or more than 60 days prior to the redemption
date. 
 Notice of Redemption 
 Notice of redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each Holder of Securities to be redeemed at his registered address. Securities in denominations
larger than $2,000 principal amount may be redeemed in part but only in whole multiples of $1,000. If money sufficient to pay the redemption price of and accrued interest on all Securities (or portions thereof) to be redeemed on the redemption date
is deposited with the Paying Agent on or before the redemption date and certain other conditions are satisfied, on and after such date interest ceases to accrue on such Securities (or such portions thereof) called for redemption. 

Any optional redemption and notice of redemption may, at the Company’s discretion, be subject to the satisfaction of one or more
conditions precedent (including, in the case of a redemption related to a Public Equity Offering, the consummation of such Public Equity Offering). 
 Put Provisions 
 Upon a Change of Control, any Holder of Securities will
have the right to cause the Company to repurchase all or any part of the Securities of such Holder at a repurchase price equal to 101% of the principal amount of the Securities to be repurchased plus accrued interest to the date of repurchase
(subject to the right of holders of record on the relevant record date to receive interest due on the related interest payment date) as provided in, and subject to the terms of, the Indenture. 

Guaranty; Security 
 The
payment by the Company of the principal of, and premium and interest on, the Securities is (1) fully and unconditionally guaranteed on a joint and several senior basis by each of the Guarantors to the extent set forth in the Indenture and
(2) secured by the Collateral as more fully set forth in the Notes Collateral Documents. 

  
 7 








 Denominations; Transfer; Exchange 

The Securities are in registered form without coupons in denominations of $2,000 principal amount and any greater integral multiple of
$1,000. A Holder may transfer or exchange Securities in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes and fees required by law or
permitted by the Indenture. The Registrar need not register the transfer of or exchange any Securities selected for redemption (except, in the case of a Security to be redeemed in part, the portion of the Security not to be redeemed) or any
Securities for a period of 15 days before a selection of Securities to be redeemed or 15 days before an interest payment date. 

Persons Deemed Owners 

The registered Holder of this Security may be treated as the owner of it for all purposes. 

Unclaimed Money 
 If
money for the payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to the Company at its request unless an abandoned property law designates another Person. After any such payment,
Holders entitled to the money must look only to the Company and not to the Trustee for payment. 
 Discharge and Defeasance 

Subject to certain conditions, the Company at any time shall be entitled to terminate some or all of its obligations under the Securities
and the Indenture if the Company deposits with the Trustee money or U.S. Government Obligations for the payment of principal and interest on the Securities to redemption or maturity, as the case may be. 

Amendment; Waiver 

Subject to certain exceptions set forth in the Indenture, (1) the Indenture and the Securities may be amended or supplemented with
the written consent of the Holders of at least a majority in principal amount outstanding of the Securities and (2) any default or noncompliance with any provision may be waived with the written consent of the Holders of a majority in principal
amount outstanding of the Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Securityholder, the Company, the Guarantors and the Trustee shall be entitled to amend or supplement the Indenture or the
Securities to cure any ambiguity, omission, mistake, defect or inconsistency, or in certain cases to comply with Article 5 of the Indenture and the Notes Collateral Documents, or to provide for uncertificated Securities in addition to or in
place of certificated Securities, or to add guarantees with respect to the Securities, including Guaranties, or to add additional covenants or surrender rights and powers conferred on the Company or the Guarantors, or to comply with any requirement
of the SEC in 

  
 8 








 
connection with the qualification of the Indenture under the Act, or to make changes of a technical or conforming nature that are necessary (as determined in good faith by the Company) for the
proper issuance of Additional Securities otherwise permitted to be issued under the Indenture, or to evidence and provide for the acceptance and appointment under the Indenture or the Notes Collateral Documents of a successor Trustee or Collateral
Agent pursuant to the applicable requirements therefore or to provide for the accession by such successor Trustee or Collateral Agent, as applicable, to the Securities, the Guarantees, this Indenture and the Notes Collateral Documents, or to make
any change that does not adversely affect the rights of any Securityholder, or to conform the text of the Indenture or the Notes Collateral Documents, the Securities and the Subsidiary Guaranties to the “Description of the Notes” contained
in the Prospectus Supplement or to add or release Collateral in certain cases or to grant security interest in certain cases. 
 Defaults and
Remedies 
 Under the Indenture, Events of Default include (a) default for 30 days in payment of interest on the
Securities; (b) default in payment of principal on the Securities at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon acceleration or otherwise, or failure by the Company to purchase Securities when required;
(c) failure by the Company, Parent or any Subsidiary Guarantor to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (d) certain accelerations (including failure to pay
within any grace period after final maturity) of other Indebtedness of the Company and Significant Subsidiaries if the amount accelerated (or so unpaid) exceeds $125,000,000; (e) certain events of bankruptcy or insolvency with respect to the
Company and the Significant Subsidiaries; (f) certain judgments or decrees for the payment of money in excess of $125,000,000; (g) certain defaults with respect to Guaranties, (h) certain Liens become impaired and (i) the
Intercreditor Agreement ceasing to be effective. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities may declare all the Securities to be due and payable
immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. 

Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce
the Indenture or the Securities unless it receives indemnity or security satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power.
The Trustee may withhold from Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the interest of the Holders. 

  
 9 








 Trustee Dealings with the Company 

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

 No Recourse Against Others 
 A director, officer, employee or stockholder, as such, of the Company or the Trustee shall not have any liability for any obligations of the Company under the Securities, the Indenture or any Notes
Collateral Document, or for any claim based on, in respect of or by reason of such obligations or their creation (other than pursuant to any Guaranty or Notes Collateral Document). By accepting a Security, each Securityholder waives and releases all
such liability. The waiver and release are part of the consideration for the issue of the Securities. 
 Authentication 

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

Customary abbreviations may be used in the name of a Securityholder or an assignee, such as TEN COM (=tenants in common), TEN ENT
(=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act). 
 CUSIP Numbers 
 Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures the Company has caused CUSIP numbers to be printed on the Securities and has directed the Trustee to use CUSIP numbers in notices of redemption as a convenience to Securityholders. No representation is made
as to the accuracy of such numbers either as printed on the Securities or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. 

Governing Law 
 THIS
SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 

  
 10 









 The Company will furnish to any Securityholder upon written request and without charge to
the Security holder a copy of the Indenture which has in it the text of this Security in larger type. Requests may be made to: 
 CHS/Community Health Systems, Inc. 
 4000 Meridian Boulevard

 Franklin, TN 37067 
 Attention: General Counsel 

  
 11 









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

I or we assign and transfer this Security to 
 [Print or type assignee’s name, address and zip code] 
 [Insert
assignee’s soc. sec. or tax I.D. No.] 
 and irrevocably
appoint                 agent to transfer this Security on the books of the Company. The agent may substitute another to act for him. 

 

					
	 	 	 
	 Date:                
	 	Your Signature:	  	 
			
	 	 	 	  	 


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

  
 12 









 OPTION OF HOLDER TO ELECT PURCHASE 

If you want to elect to have this Security purchased by the Company pursuant to Section 4.06 or 4.09 of the Indenture, check the
box:     ̈ 
 If you want to elect to have only part of this
Security purchased by the Company pursuant to Section 4.06 or 4.09 of the Indenture, state the amount in principal amount: $             

 

							
				
	    Dated:                    	 		 	        Your Signature	 	 
			
		 		 	(Sign exactly as your name appears on the other side of this Security.)

  

			
	Signature Guarantee:	 	 
	
	 (Signature must be guaranteed)


 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar,
which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in
substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. 







 [TO BE ATTACHED TO GLOBAL SECURITIES] 

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY 
 The following increases or decreases in this Global Security have been made: 
  

									
	 Date of

Exchange
	  	Amount of decrease
in Principal amount of
this Global Security	  	Amount of increase
in Principal amount of
this Global Security	  	Principal amount of
this Global Security
following such
decrease or increase	  	Signature of
authorized officer of
Trustee or Securities
Custodian