Indenture Oct. 15, 2003



 EXECUTION COPY 
  
 Exhibit 10.43 

  
 Koppers Inc. 
 Issuer 
  
 9 7/8% Senior Secured Notes Due 2013 
  
 The Subsidiary Guarantors named herein 
  

  
 INDENTURE 
  
 Dated as of October 15, 2003 
  

  
 JPMorgan Chase Bank 
 Trustee 
  








 CROSS-REFERENCE TABLE 
  

	 TIA Section

	  	Indenture Section


	 310(a)(1)
	  	7.10
	       (a)(2)
	  	7.10
	       (a)(3)
	  	N.A.
	       (a)(4)
	  	N.A.
	       (a)(5)
	  	7.10
	       (b)
	  	7.08; 7.10
	       (c)
	  	N.A.
	 311(a)
	  	7.11
	       (b)
	  	7.11
	       (c)
	  	N.A.
	 312(a)
	  	2.05
	       (b)
	  	13.03
	       (c)
	  	13.03
	 313(a)
	  	7.06
	       (b)(1)
	  	7.06
	       (b)(2)
	  	7.06
	       (c)
	  	13.02
	       (d)
	  	7.06
	 314(a)
	  	4.02; 4.09; 13.02
	       (b)
	  	11.02
	       (c)(1)
	  	13.04
	       (c)(2)
	  	13.04
	       (c)(3)
	  	13.04
	       (d)
	  	11.04
	       (e)
	  	13.05
	       (f)
	  	N.A.
	 315(a)
	  	7.01
	       (b)
	  	7.05; 13.02
	       (c)
	  	7.01
	       (d)
	  	7.01
	       (e)
	  	6.11
	 316(a)(last sentence)
	  	13.06
	       (a)(1)(A)
	  	6.05
	       (a)(1)(B)
	  	6.04
	       (a)(2)
	  	N.A.
	       (b)
	  	6.07
	       (c)
	  	9.04
	 317(a)(1)
	  	6.08
	       (a)(2)
	  	6.09
	       (b)
	  	2.04
	 318(a)
	  	13.01
	       (b)
	  	N.A.
	       (c)
	  	N.A.

  
 N.A. means Not
Applicable. 
  

 Note: This Cross-Reference Table shall not, for any purpose, be deemed to be part of the Indenture. 







 TABLE OF CONTENTS 
  

	 	  	 	  	Page


		
	 Article 1
  
 Definitions and Incorporation by Reference
	  	 
			
	 SECTION 1.01
	  	 Definitions
	  	1
	 SECTION 1.02
	  	 Other Definitions
	  	42
	 SECTION 1.03
	  	 Incorporation by Reference of Trust Indenture Act
	  	42
	 SECTION 1.04
	  	 Rules of Construction
	  	43
		
	 Article 2
  
 The Securities
	  	 
			
	 SECTION 2.01
	  	 Form and Dating
	  	44
	 SECTION 2.02
	  	 Execution and Authentication
	  	44
	 SECTION 2.03
	  	 Registrar and Paying Agent
	  	45
	 SECTION 2.04
	  	 Paying Agent To Hold Money in Trust
	  	46
	 SECTION 2.05
	  	 Securityholder Lists
	  	46
	 SECTION 2.06
	  	 Transfer and Exchange
	  	47
	 SECTION 2.07
	  	 Replacement Securities
	  	47
	 SECTION 2.08
	  	 Outstanding Securities
	  	47
	 SECTION 2.09
	  	 Temporary Securities
	  	48
	 SECTION 2.10
	  	 Cancellation
	  	48
	 SECTION 2.11
	  	 Defaulted Interest
	  	48
	 SECTION 2.12
	  	 CUSIP Numbers
	  	49
	 SECTION 2.13
	  	 Issuance of Additional Securities
	  	49
		
	 Article 3
  
 Redemption
	  	 
			
	 SECTION 3.01
	  	 Notices to Trustee
	  	50
	 SECTION 3.02
	  	 Selection of Securities to Be Redeemed
	  	50
	 SECTION 3.03
	  	 Notice of Redemption
	  	50
	 SECTION 3.04
	  	 Effect of Notice of Redemption
	  	51
	 SECTION 3.05
	  	 Deposit of Redemption Price
	  	52
	 SECTION 3.06
	  	 Securities Redeemed in Part
	  	52
		
	 Article 4
  
 Covenants
	  	 
	 SECTION 4.01
	  	 Payment of Securities
	  	52

  

 i 









	 SECTION 4.02
	  	 SEC Reports
	  	52
	 SECTION 4.03
	  	 Limitation on Indebtedness
	  	53
	 SECTION 4.04
	  	 Limitation on Restricted Payments
	  	58
	 SECTION 4.05
	  	 Limitation on Restrictions on Distributions from Restricted Subsidiaries
	  	62
	 SECTION 4.06
	  	 Limitation on Sales of Assets and Subsidiary Stock
	  	64
	 SECTION 4.07
	  	 Limitation on Affiliate Transactions
	  	71
	 SECTION 4.08
	  	 Limitation on the Sale or Issuance of Common Stock of Restricted Subsidiaries
	  	73
	 SECTION 4.09
	  	 Change of Control
	  	74
	 SECTION 4.10
	  	 Limitation on Liens
	  	75
	 SECTION 4.11
	  	 Limitation on Sale/Leaseback Transactions
	  	77
	 SECTION 4.12
	  	 Future Guarantors
	  	77
	 SECTION 4.13
	  	 Compliance Certificate
	  	77
	 SECTION 4.14
	  	 Further Instruments and Acts
	  	78
		
	 Article 5
  
 Successor Company
	  	 
			
	 SECTION 5.01
	  	 When Company May Merge or Transfer Assets
	  	78
		
	 Article 6
  
 Defaults and Remedies
	  	 
			
	 SECTION 6.01
	  	 Events of Default
	  	81
	 SECTION 6.02
	  	 Acceleration
	  	84
	 SECTION 6.03
	  	 Other Remedies
	  	84
	 SECTION 6.04
	  	 Waiver of Past Defaults
	  	85
	 SECTION 6.05
	  	 Control by Majority
	  	85
	 SECTION 6.06
	  	 Limitation on Suits
	  	85
	 SECTION 6.07
	  	 Rights of Holders to Receive Payment
	  	86
	 SECTION 6.08
	  	 Collection Suit by Trustee
	  	86
	 SECTION 6.09
	  	 Trustee May File Proofs of Claim
	  	86
	 SECTION 6.10
	  	 Priorities
	  	87
	 SECTION 6.11
	  	 Undertaking for Costs
	  	87
	 SECTION 6.12
	  	 Waiver of Stay or Extension Laws
	  	88
		
	 Article 7
  
 Trustee
	  	 
			
	 SECTION 7.01
	  	 Duties of Trustee
	  	88
	 SECTION 7.02
	  	 Rights of Trustee
	  	89
	 SECTION 7.03
	  	 Individual Rights of Trustee
	  	90

  

 ii 









	 SECTION 7.04
	  	 Trustee’s Disclaimer
	  	90
	 SECTION 7.05
	  	 Notice of Defaults
	  	90
	 SECTION 7.06
	  	 Reports by Trustee to Holders
	  	91
	 SECTION 7.07
	  	 Compensation and Indemnity
	  	91
	 SECTION 7.08
	  	 Replacement of Trustee
	  	92
	 SECTION 7.09
	  	 Successor Trustee by Merger
	  	93
	 SECTION 7.10
	  	 Eligibility; Disqualification
	  	93
	 SECTION 7.11
	  	 Preferential Collection of Claims Against Company
	  	94
		
	 Article 8
  
 Discharge of Indenture; Defeasance
	  	 
			
	 SECTION 8.01
	  	 Discharge of Liability on Securities; Defeasance
	  	95
	 SECTION 8.02
	  	 Conditions to Defeasance
	  	96
	 SECTION 8.03
	  	 Application of Trust Money
	  	97
	 SECTION 8.04
	  	 Repayment to Company
	  	98
	 SECTION 8.05
	  	 Indemnity for Government Obligations
	  	98
	 SECTION 8.06
	  	 Reinstatement
	  	98
		
	 Article 9
  
 Amendments
	  	 
			
	 SECTION 9.01
	  	 Without Consent of Holders
	  	98
	 SECTION 9.02
	  	 With Consent of Holders
	  	100
	 SECTION 9.03
	  	 Compliance with Trust Indenture Act
	  	101
	 SECTION 9.04
	  	 Revocation and Effect of Consents and Waivers
	  	101
	 SECTION 9.05
	  	 Notation on or Exchange of Securities
	  	102
	 SECTION 9.06
	  	 Trustee To Sign Amendments
	  	102
	 SECTION 9.07
	  	 Payment for Consent
	  	103
		
	 Article 10
  
 Subsidiary Guaranties
	  	 
			
	 SECTION 10.01
	  	 Guaranties
	  	103
	 SECTION 10.02
	  	 Limitation on Liability
	  	106
	 SECTION 10.03
	  	 Successors and Assigns
	  	106
	 SECTION 10.04
	  	 No Waiver
	  	106
	 SECTION 10.05
	  	 Modification
	  	106
	 SECTION 10.06
	  	 Release of Subsidiary Guarantor
	  	107
	 SECTION 10.07
	  	 Contribution
	  	107

  

 iii 









		
	 Article 11
  
 Security Documents
	  	 
			
	 SECTION 11.01
	  	 Collateral and Security Documents
	  	108
	 SECTION 11.02
	  	 Recordings and Opinions
	  	109
	 SECTION 11.03
	  	 Release of Collateral
	  	110
	 SECTION 11.04
	  	 Permitted Releases Not To Impair Lien; Trust Indenture Act Requirements
	  	111
	 SECTION 11.05
	  	 Certificates to the Trustee
	  	112
	 SECTION 11.06
	  	 Suits To Protect the Collateral
	  	112
	 SECTION 11.07
	  	 Authorization of Receipt of Funds by the Trustee Under the Security Documents
	  	113
	 SECTION 11.08
	  	 Purchaser Protected
	  	113
	 SECTION 11.09
	  	 Powers Exercisable by Receiver or Trustee
	  	113
	 SECTION 11.10
	  	 Release upon Termination of the Company’s Obligations
	  	114
	 SECTION 11.11
	  	 Collateral Agent
	  	114
	 SECTION 11.12
	  	 Designations
	  	115
		
	 Article 12
  
 Application of Trust Moneys
	  	 
			
	 SECTION 12.01
	  	 “Trust Moneys” Defined
	  	115
	 SECTION 12.02
	  	 Retirement of Securities
	  	116
	 SECTION 12.03
	  	 Withdrawals of Insurance Proceeds and Condemnation Awards
	  	118
	 SECTION 12.04
	  	 Powers Exercisable Notwithstanding Event of Default
	  	120
	 SECTION 12.05
	  	 Powers Exercisable by Trustee or Receiver
	  	120
	 SECTION 12.06
	  	 Disposition of Securities Retired
	  	121
	 SECTION 12.07
	  	 Investment and Use of Trust Moneys
	  	121
		
	 Article 13
  
 Miscellaneous
	  	 
			
	 SECTION 13.01
	  	 Trust Indenture Act Controls
	  	122
	 SECTION 13.02
	  	 Notices
	  	122
	 SECTION 13.03
	  	 Communication by Holders with Other Holders
	  	123
	 SECTION 13.04
	  	 Certificate and Opinion as to Conditions Precedent
	  	123
	 SECTION 13.05
	  	 Statements Required in Certificate or Opinion
	  	124
	 SECTION 13.06
	  	 When Securities Disregarded
	  	124

  

 iv 









	 SECTION 13.07
	  	 Rules by Trustee, Paying Agent and Registrar
	  	124
	 SECTION 13.08
	  	 Legal Holidays
	  	125
	 SECTION 13.09
	  	 Governing Law
	  	125
	 SECTION 13.10
	  	 No Recourse Against Others
	  	125
	 SECTION 13.11
	  	 Successors
	  	125
	 SECTION 13.12
	  	 Multiple Originals
	  	125
	 SECTION 13.13
	  	 Table of Contents; Headings
	  	125

  
 Rule 144A/Regulation S/IAI Appendix

  

	 Exhibit  1 –
	  	 Form of Initial Security

		
	 Exhibit A –
	  	 Form of Exchange Security or Private Exchange Security

		
	 Exhibit  2 –
	  	 Form of Transferee Letter of Representation


  

 v 








  
 INDENTURE
dated as of October 15, 2003, among KOPPERS INC., a Pennsylvania corporation (the “Company”), the SUBSIDIARY GUARANTORS from time to time party hereto and JPMORGAN CHASE BANK (the “Trustee”). 
  
 Each party agrees as follows for the benefit of the other parties and for the
equal and ratable benefit of the Holders of the Company’s Initial Securities, Exchange Securities and Private Exchange Securities (collectively, the “Securities”): 
  
 Article 1 
  
 Definitions and Incorporation by Reference 
  
 SECTION 1.01 Definitions. 
  
 “Additional Assets” means (1) any property, plant or equipment used in a Related Business; (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. 
  
 “Additional Securities” means Securities issued under this Indenture after the Issue Date and in compliance with Sections 2.13 and 4.03, it
being understood that any Securities issued in exchange for or replacement of any Initial Security issued on the Issue Date shall not be an Additional Security, including any such Securities issued in compliance with a Registration Rights Agreement.

  
 “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 

  

 1 








 
correlative to the foregoing. For purposes of Sections 4.04, 4.06 and 4.07 only, “Affiliate” shall also mean any beneficial owner of Capital Stock
representing 10% or more of the total voting power of the Voting Stock (on a fully diluted basis) of the Company or of rights or warrants to purchase such Capital Stock (whether or not currently exercisable) and any Person who would be an Affiliate
of any such beneficial owner pursuant to the first sentence hereof. 
  
 “Applicable Indebtedness” means: 
  
 (1) in respect of any asset that is the subject of an Asset Disposition at a time when such asset is included in the Collateral, Senior Indebtedness or Indebtedness of a Subsidiary or any other non-debt obligation that, in each case, is
secured at such time by Collateral under a Lien that takes priority over the Lien in respect of the Securities under the Security Documents; or 
  
 (2) in respect of any asset that is the subject of an Asset Disposition at a time when such asset is not included in the Collateral but is
owned, directly or indirectly, by a Foreign Subsidiary the stock of which is included in the Collateral, any Indebtedness or other obligation referred to in clause (1) above, any Indebtedness of such Foreign Subsidiary or any Indebtedness of any
other Foreign Subsidiary that is a Wholly Owned Subsidiary; or 
  
 (3) in respect of any other asset, Senior Indebtedness. 
  
 “Applicable Senior Indebtedness” means: 
  
 (1) in respect of any asset that is the subject of an Asset Disposition at a time when such asset is included in the Collateral, Senior
Indebtedness that is secured at such time by Collateral; or 
  
 (2) in respect of any asset that is the subject of an Asset Disposition at a time when such asset is not included in the Collateral but is owned, directly or indirectly, by a Foreign Subsidiary the stock of which is
included in the Collateral, Senior Indebtedness that is secured at such time by Collateral; or 
  

 2 








 (3) in respect of any other asset, Senior Indebtedness. 
  
 “Asset Disposition” means any sale, lease, transfer or other
disposition (or series of related sales, leases, transfers or dispositions) by the Company or any Restricted Subsidiary, 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 (other than a disposition of Collateral) that constitutes a Restricted Payment (or would constitute a Restricted Payment but for the
exclusions from the definition thereof) 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; (C) a disposition of assets (other than any assets that
constitute Collateral) with a fair market value of less than $500,000; (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) any
disposition of receivables and related assets (including contract rights of the type described in the definition of “Qualified Securitization Transaction”) to a Securitization Entity pursuant to a Qualified Securitization Transaction for
the fair market value thereof, including cash and Temporary Cash Investments in an amount at least equal to 80% of the fair 

  

 3 








 
market value thereof (for purposes of this clause (F), Purchase Money Notes will be deemed to be cash); and (G) any transfer of receivables and related
assets (including contract rights of the type described in the definition of “Qualified Securitization Transaction”), or a fractional undivided interest therein, by a Securitization Entity in a Qualified Securitization Transaction).

  
 For purposes of Section 4.06 only, the disposition of Capital
Stock of a Person will be treated as a disposition of all Collateral owned by such Person if after giving effect to such disposition of such Capital Stock, the Company and the Restricted Subsidiaries do not control such Person. 
  
 “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”. 
  
 “Australian Security Agreements” means each Security Agreement, dated as of October 15, 2003, among Koppers Australia Holding Company Pty Ltd,
Koppers Australia Pty Ltd, Koppers Carbon Materials & Chemicals Pty Ltd, Koppers Wood Products Pty Ltd, Koppers Shipping Pty Ltd, Continental Carbon Australia Pty Ltd and Koppers Investment Subsidiary Pty Ltd, in favor of the Trustee.

  
 “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.

  

 4 








 “Business Day” means each day which is not a Legal Holiday. 
  
 “Canadian Security Documents” means the Deed of Hypothec, dated as
of October 15, 2003, between the Company and the Trustee. 
  
 “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. 
  
 “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) prior to the first public offering of common stock of the Company, the Permitted Holders cease to be the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of a majority in
the aggregate of the total voting power of the Voting Stock of the Company, whether as a result of issuance of securities of the Company, any merger, consolidation, liquidation or dissolution of the Company, or any direct or indirect transfer of
securities (for purposes of this clause (1) and clause (2) below, the Permitted Holders shall be deemed to beneficially own any Voting Stock of the Company (the “specified person”) held by any other Person (the “parent entity”)
so long as the Permitted Holders beneficially own (as so defined), directly or indirectly, in the aggregate a majority of the voting power of the Voting Stock of the parent entity); 
  

 5 








 (2) any “person” (as such term is used in Sections 13(d) and 14(d) of the
Exchange Act), other than one or more Permitted Holders, is or becomes the beneficial owner (as defined in clause (1) above, except that for purposes of this clause (2), (x) 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 and (y) such person shall not be deemed to have “beneficial ownership” of any shares solely as a result
of a voting or similar agreement entered into in connection with a merger agreement or asset sale agreement), directly or indirectly, of more than 35% of the total voting power of the Voting Stock of the Company; provided, however,
that the Permitted Holders beneficially own (as defined in clause (1) above), directly or indirectly, in the aggregate a lesser percentage of the total voting power of the Voting Stock of the Company than such other person and do not have the right
or ability by voting power, contract or otherwise to elect or designate for election a majority of the Board of Directors (for the purposes of this clause (2), such other person shall be deemed to beneficially own any Voting Stock of a specified
person held by a parent entity, if such other person is the beneficial owner (as defined in this clause (2)), directly or indirectly, of more than 35% of the voting power of the Voting Stock of such parent entity and the Permitted Holders
beneficially own (as defined in clause (1) above), directly or indirectly, in the aggregate a lesser percentage of the voting power of the Voting Stock of such parent entity and do not have the right or ability by voting power, contract or otherwise
to elect or designate for election a majority of the board of directors of such parent entity); 
  
 (3) individuals who on the Issue Date constituted the Board of Directors (together with any new directors whose election by such Board of
Directors or whose nomination for election by the shareholders of the Company was approved by a vote of a majority of the directors of the Company 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 

  

 6 








 
constitute a majority of the Board of Directors then in office; 
  
 (4) the adoption of a plan relating to the liquidation or dissolution of the Company; or 
  
 (5) the merger or consolidation of the Company with or into
another Person or the merger of another Person with or into the Company, or the sale of all or substantially all the assets of the Company (determined on a consolidated basis) to another Person other than a transaction in which holders of securities
that represented 100% of the Voting Stock of 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 transferee Person or surviving Person in such merger or consolidation transaction immediately after such transaction. 
  
 “Code” means the Internal Revenue Code of 1986, as amended. 
  
 “Collateral” means all the collateral provided for and described in
the Security Documents. 
  
 “Collateral Agent” means the
Trustee in its capacity as “Collateral Agent” hereunder and under the Security Documents, and any successor thereto in such capacity. 
  
 “Commodity Agreement” means any forward contracts, commodity swap, commodity option or other similar financial agreement or arrangement relating
to, or the value of which is dependent upon, fluctuations in commodity prices. 
  
 “Common Stock” of any Person means any and all shares, interests (including partnership interests), rights to purchase, warrants, options, participations or other equivalents or interests in (however
designated) equity of such Person, excluding any Preferred Stock and any debt securities convertible into such equity. 
  
 “Company” means the party named as such in this Indenture until a successor replaces it and, thereafter, 

  

 7 








 
means the successor and, for purposes of any provision contained herein and required by the TIA, each other obligor on the Securities. 
  
 “Consolidated Coverage Ratio” as of any date of determination means
the ratio of 
  
 (a) the aggregate amount of EBITDA for the period
of the most recent four consecutive fiscal quarters ending at least 45 days prior to the date of such determination to 
  
 (b) Consolidated Interest Expense for such four fiscal quarters; 
  

provided, however, that 
  
 (1) 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 as if such Indebtedness had been Incurred on the first day of such period; 
  
 (2) 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 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; 
  
 (3) 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 

  

 8 








 
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); 
  
 (4) 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 occurred on the first day of such period;
and 
  
 (5) 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 (3) or (4) 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 occurred on the first day of such period. 
  

 9 








 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 to the extent 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: 
  

(1) interest expense attributable to Capital Lease Obligations; 
  
 (2) amortization of debt discount and debt issuance cost; 
  
 (3) capitalized interest; 
  
 (4) non-cash interest expense; 
  
 (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 accrued in respect of all Preferred Stock held by Persons other than the Company 

  

 10 








 
or a Restricted Subsidiary (other than dividends payable solely in Capital Stock (other than Disqualified Stock) of the Company); provided,
however, that such dividends will be multiplied by a fraction, the numerator of which is one and the denominator of which is one minus the effective combined tax rate of the issuer of such Preferred Stock (expressed as a decimal) for such
period (as estimated by the chief financial officer of the Company in good faith); 
  
 (8) interest incurred in connection with Investments in discontinued operations; 
  
 (9) interest accruing on any Indebtedness of any other
Person if such Indebtedness is in default 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. 
  
 “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 
  

 11 








 (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; 
  
 (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 permitted at the date of determination to be
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; 
  
 (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; 
  
 (5) any gain or loss realized upon
the discontinuation of the utility pole business of the 

  

 12 








 
Company and its Restricted Subsidiaries up to a cumulative aggregate amount of $13.0 million; 
  
 (6) extraordinary gains or losses; and 
  
 (7) the cumulative effect of a change in accounting principles; 
  
 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 pursuant to Section 4.04(a)(3)(D). 
  
 “Credit Agent” means PNC Bank, National Association, in its capacity as administrative agent for the lenders pursuant to the Credit Agreement as
of the Issue Date, or any other Person otherwise designated “Credit Agent” pursuant to the Intercreditor Agreement. 
  
 “Credit Agreement” means the Credit Agreement dated as of May 12, 2003, by and among, the Company, certain of its Subsidiaries, the lenders
referred to therein, PNC Bank, National Association, as Administrative Agent, National City Bank of Pennsylvania, as Syndication Agent, and Citizens Bank of Pennsylvania, Fleet National Bank and Wachovia Bank, National Association, as
co-Documentation Agents, together with the related documents thereto (including the term loans and revolving loans thereunder, any guarantees and security documents), as amended, extended, replaced, renewed, restated, supplemented or otherwise
modified (in whole or in part, and without limitation as to amount, terms, conditions, covenants and other provisions) from time to time, and any agreement (and related document) governing Indebtedness incurred to Refinance, in whole or in part, the
borrowings and commitments then outstanding or permitted to be outstanding under such Credit Agreement or a successor Credit Agreement. 
  
 “Currency Agreement” means any foreign exchange contract, currency swap agreement or other similar agreement with respect to currency values.

  

 13 








 “Default” means any event which is, or after notice or passage of time or both would be, an
Event of Default. 
  
 “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: 
  
 (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 first anniversary of 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” occurring prior to the first anniversary of the Stated Maturity of the Securities shall not constitute
Disqualified Stock if (A) the “asset sale” or “change of control” provisions applicable to such Capital Stock are not more favorable to the holders of such Capital Stock than the corresponding terms applicable to the Securities
in Sections 4.06 and 4.09 of this Indenture and (B) any such requirement only becomes operative after compliance with such corresponding 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 the Indenture; provided, however, that if such 

  

 14 








 
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 a Restricted Subsidiary incorporated or organized under the laws of the United States of America, any
State thereof or the District of Columbia. 
  
 “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 operating activity item that was paid in cash in a prior period); and 
  
 (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 represents an accrual of or reserve for cash expenditures in any future period); 
  
 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 or otherwise made available 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 

  

 15 








 
applicable to such Restricted Subsidiary or its stockholders. 
  
 “Equity Offering” means any public or private sale of the common stock of the Company, other than any public offering with respect to the
Company’s common stock registered on Form S-8 or other issuances upon exercise of options by employees of the Company or any of its Restricted Subsidiaries. 
  
 “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended. 
  
 “First Lien Obligations” means (1) all Indebtedness Incurred under
the Credit Agreement, in an amount not to exceed the greater of (A) $130.0 million and (B) the sum of (i) 60% of the book value of the inventory of the Company and its Restricted Subsidiaries and (ii) 80% of the book value of the accounts receivable
of the Company and its Restricted Subsidiaries, plus in the case of clauses (A) and (B) $20.0 million (provided, however, that such $20.0 million of Indebtedness or any portion thereof is issued to and held by the same lender or group
of lenders providing the balance of the then outstanding Indebtedness under the Credit Agreement), that is secured by a Lien permitted under clause (7) of the definition of Permitted Liens and that is, except with respect to the Credit Agreement,
designated by the Company as first-lien Indebtedness, (2) all other Obligations (not constituting Indebtedness) of the Company or any Subsidiary Guarantor under the agreements governing such Indebtedness and (3) all other Obligations of the Company
or any Subsidiary Guarantor in respect of Hedging Obligations or Obligations in respect of cash management services in connection with such first-lien Indebtedness. 
  
 “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. 
  
 “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; 
  

 16 








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

  
 (3) such other statements by such other
entity as approved by a significant segment of the accounting profession; and 
  
 (4) the rules and regulations of the SEC governing the inclusion of financial statements (including pro forma financial statements) in periodic reports required to be filed pursuant to Section 13 of the
Exchange Act, including opinions and pronouncements in staff accounting bulletins and similar written statements from the accounting staff of the SEC. 
  
 All ratios and computations based on GAAP contained in this Indenture shall be computed in conformity with GAAP. 
  
 “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. 
  
 “Guaranty Agreement” means a supplemental indenture, in a form satisfactory to the Trustee, pursuant to which a Subsidiary Guarantor guarantees the Company’s 

  

 17 








 
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,
Currency Agreement or Commodity Agreement 
  
 “Holder”
or “Securityholder” means the Person in whose name a Security is registered on the Registrar’s books. 
  
 “Incur” means issue, assume, Guarantee, incur or otherwise become liable for; provided, however, that any Indebtedness 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 Section 4.03: 
  
 (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 making of a mandatory offer to purchase such Indebtedness; 
  
 shall not be deemed to be the Incurrence of Indebtedness. 
  
 “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 

  

 18 








 
responsible or liable, including, in each case, any premium on such indebtedness to the extent such premium has become due and payable; 
  
 (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, which purchase price is due more than six
months after the date of taking delivery of title to such property, all conditional sale obligations of such Person and all obligations of such Person under any title retention agreement (but excluding trade accounts payable 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 Capital Stock of such Person or any Subsidiary of such Person or that are determined by the value or liquidation
preference of such Capital Stock, the principal amount of such Capital Stock to be determined in accordance with this Indenture; 
  
 (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 

  

 19 








 
Person), the amount of such obligation being deemed to be the lesser of the 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, 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
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. 
  
 The amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all 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. 
  
 None of the following shall constitute “Indebtedness”: 
  
 (1) any trade payables or other similar liabilities to trade
creditors and other accrued current liabilities Incurred in the ordinary course of business as the deferred purchase price of property; 
  
 (2) any liability for Federal, state, local or other taxes owed or owing by such Person; 
  
 (3) amounts due in the ordinary course of business to
royalty and working interest owners; 
  
 (4)
obligations arising from guarantees to suppliers, lessors, licensees, contractors, franchisees or customers Incurred in the ordinary course of business; 
  
 (5) obligations (other than express Guarantees of Indebtedness for borrowed money) in respect of Indebtedness of Persons arising in
connection with (A) the sale or discount of accounts receivable, (B) trade 

  

 20 








 
acceptances and (C) endorsements of instruments for deposit in the ordinary course of business; 
  
 (6) obligations in respect of performance, bid and surety
bonds and completion guarantees provided by the Company or any Restricted Subsidiary in the ordinary course of business; 
  
 (7) 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 two Business Days of its Incurrence; and 
  
 (8) any obligations under workers’ compensation laws and similar legislation. 
  
 “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. 
  
 “Initial Purchasers” means Credit Suisse First Boston LLC, Deutsche
Bank Securities Inc., UBS Securities LLC, PNC Capital Markets, Inc., NatCity Investments, Inc., Fleet Securities, Inc., The Royal Bank of Scotland plc and Wachovia Securities, Inc. 
  
 “Intercreditor Agreement” means the Intercreditor Agreement, dated as of October 15, 2003, among the Trustee, PNC
Bank, National Association, the Company and the Subsidiary Guarantors, as it may be amended from time to time in accordance with its terms and the Indenture. 
  
 “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 

  

 21 








 
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. Except as otherwise provided for herein, the amount of an Investment shall be its fair value at the time
the Investment is made and without giving effect to subsequent changes in value. 
  
 For purposes of the definition of “Unrestricted Subsidiary”, the definition of “Restricted Payment” and Section 4.04: 
  
 (1) “Investment” shall include the portion (proportionate to the Company’s equity interest in
such Subsidiary) of the fair market value of the net assets of any Subsidiary of the Company at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of 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. 
  
 “Issue Date” means October 15, 2003. 
  
 “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 any mortgage, pledge, security
interest, encumbrance, lien or charge of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof). 
  

 22 








 “Management Investors” means each member of the Company’s management that is party to the
Stockholders’ Agreement among the Permitted Holders as of the Issue Date. 
  
 “Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency business. 
  
 “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, financial, advisory 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 
  

 23 








 (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. 
  
 “Non-Recourse Securitization
Entity Indebtedness” has the meaning set forth in the definition of “Securitization Entity”. 
  
 “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. 
  
 “Offering Circular” means the offering circular dated September 30, 2003, used in connection with the sale of the Initial Securities issued on
the Issue Date. 
  
 “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. 
  
 “Opinion of Counsel” means a written opinion from legal counsel who is reasonably acceptable to the Trustee. The counsel may be an employee of
or counsel to the Company or the Trustee. 
  
 “Patent,
Trademark and Copyright Security Agreement” means the Patent, Trademark and Copyright 

  

 24 








 
Security Agreement, dated as of October 15, 2003, among the Company, the domestic Subsidiary Guarantors and the Trustee. 
  
 “Permitted Collateral Debt” means (1) Refinancing Indebtedness in
respect of the Securities and (2) Refinancing Indebtedness in respect of First Lien Obligations. 
  
 “Permitted Holders” means (1) Saratoga Associates III LLC, a Delaware limited liability company, and its Affiliates, (2) the Management
Investors and (3) any Related Party. Except for a Permitted Holder specifically identified by name, in determining whether Voting Stock is owned by a Permitted Holder, only Voting Stock acquired by a Permitted Holder in its described capacity will
be treated as “beneficially owned” by such Permitted Holder. 
  
 “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) Temporary Cash Investments; 
  
 (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; 
  

 25 








 (6) loans or advances to employees made in the ordinary course of business consistent
with past practices of the Company or such Restricted Subsidiary; 
  
 (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 (A) an Asset Disposition as permitted pursuant to Section 4.06 or (B) 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 existing 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 

  

 26 








 
securities, in each case, pursuant to the terms of such Investment as in effect on the Issue Date; 
  
 (13) Investments by the Company in a Securitization Entity
or any Investment by a Securitization Entity in any other Person in connection with a Qualified Securitization Transaction which Investments consist of the transfer of receivables and related assets; provided, however, that any
Investment in a Securitization Entity is in the form of (A) a Purchase Money Note, (B) an equity interest, (C) obligations of the Securitization Entity to pay the purchase price for assets transferred to it or (D) interests in accounts receivable
generated by the Company or a Restricted Subsidiary and, in each case, transferred to such Securitization Entity or other Person in connection with a Qualified Securitization Transaction; and 
  
 (14) Persons to the extent such Investment, when taken
together with all other Investments made pursuant to this clause (14) outstanding on the date such Investment is made, does not exceed $10.0 million. 
  
 “Permitted Liens” means, with respect to any Person: 
  

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

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

  

 27 








 
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 property taxes not yet 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, any property or assets 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 

  

 28 








 
commencement of full operation of the property subject to the Lien; 
  

(7) Liens to secure Indebtedness under the Credit Agreement not to exceed the greater of (A) $130.0 million and (B) the sum of (i) 60%
of the book value of the inventory of the Company and its Restricted Subsidiaries and (ii) 80% of the book value of the accounts receivable of the Company and its Restricted Subsidiaries, plus in the case of clauses (A) and (B) $20.0 million;
provided, however, that such $20.0 million of Indebtedness or any portion thereof is issued to and held by the same lender or group of lenders providing the balance of the then outstanding Indebtedness under the Credit Agreement; 
  
 (8) Liens existing on the Issue Date (other than Liens
subject to clause (7) of this definition); 
  
 (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 relate to Indebtedness that is, and is permitted to be
under this Indenture, secured by a Lien on the same property securing such Hedging Obligations; 
  
 (13) Liens encumbering property or assets under construction arising from progress or partial payments 

  

 29 








 
by a customer of the Company or any one of its Subsidiaries relating to such property or assets; 
  
 (14) 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) or (10) or clause (15) or (16) below; 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; 
  
 (15) Liens upon the Collateral securing the Securities and
any Additional Securities; and 
  
 (16) Liens to
secure Indebtedness of any Foreign Subsidiary that is not a Subsidiary Guarantor permitted to be Incurred under Section 4.03. 
  
 Notwithstanding the foregoing, “Permitted Liens” will not include any Lien described in clause (6), (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. 
  
 “Pledge Agreements” means (a) the Pledge Agreement, dated as of October 15, 2003, among the Company, the domestic
Subsidiary Guarantors and the Trustee and (b) 

  

 30 








 
the Pledge Agreement, dated as of October 15, 2003, between World-Wide Ventures Corporation and the Trustee. 
  
 “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. 
  
 “Purchase Money Note” means a promissory note of a Securitization
Entity evidencing a line of credit, which may be irrevocable, from the Company or any Subsidiary of the Company in connection with a Qualified Securitization Transaction to a Securitization Entity, which note shall be repaid from cash available to
the Securitization Entity, other than amounts required to be established as reserves pursuant to agreements, amounts paid to investors in respect of interest, principal and other amounts paid in connection with the purchase of newly generated
receivables. 
  
 “Qualified Securitization Transaction”
means any transaction or series of transactions that may be entered into by the Company or any of its Subsidiaries pursuant to which the Company or any of its Subsidiaries may sell, convey or otherwise transfer to (1) a Securitization Entity, in the
case of a transfer by the Company or any of its Subsidiaries, and (2) any other Person, in the case of a transfer by a Securitization Entity, or may grant a security interest in, any accounts receivable, whether now existing or arising or acquired
in the future, of the Company or any of its Subsidiaries, and any assets related thereto, including all collateral securing such accounts receivable, all contracts and contract rights and all guarantees or other obligations in respect of such
accounts receivable, proceeds of such accounts receivable and other assets, including contract rights, that are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization
transactions involving accounts receivable. 
  

 31 








 “Refinance” means, in respect of any Indebtedness, to refinance, extend, renew, refund, repay,
prepay, purchase, redeem, defease or retire, or to issue other Indebtedness in exchange or replacement for, such Indebtedness. “Refinanced” and “Refinancing” shall have correlative meanings. 
  
 “Refinancing Indebtedness” means Indebtedness that 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 Stated Maturity of the Indebtedness being Refinanced; 
  
 (2) such Refinancing Indebtedness has an Average Life at the time such Refinancing Indebtedness is Incurred that is equal to or greater than the Average Life of the Indebtedness being Refinanced; 
  
 (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 or committed
(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, such Refinancing Indebtedness is
subordinated in right of payment to the Securities at least to the same extent as the Indebtedness being Refinanced; 
  
 provided further, however, that Refinancing Indebtedness shall not include (A) Indebtedness of a Subsidiary that is not 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. 
  

“Registration Rights Agreement” means the Registration Rights Agreement dated September 30, 2003, 

  

 32 








 
among the Company, the Subsidiary Guarantors and the Initial Purchasers. 
  
 “Related Business” means any business in which the Company or any of the Restricted Subsidiaries was engaged on
the Issue Date and any business related, ancillary or complementary to such business. 
  
 “Related Party” means (1) any majority owned Subsidiary, or spouse or immediate family member (in the case of an individual) of any Permitted Holder, (2) any estate, trust, corporation, partnership or other
entity, the beneficiaries, stockholders, partners, owners or Persons holding a controlling interest of which consist solely of one or more Permitted Holders and/or such other Persons referred to in the immediately preceding clause (1) or (3) any
executor, administrator, trustee, manager, director or other similar fiduciary of any Person referred to in the immediately preceding clause (2) acting solely in such capacity. 
  
 “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 (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, redemption or other acquisition or retirement for value of any Capital Stock of the
Company held by any Person (other than by a Restricted Subsidiary) or of any Capital Stock of a Restricted Subsidiary held by any Affiliate of the Company (other than by a Restricted Subsidiary), including in connection with any merger or
consolidation and including the exercise of any option 

  

 33 








 
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 or Disqualified Stock 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 of Subordinated Obligations or Disqualified Stock 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 
  
 (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. 
  
 “Revolving Credit
Facility” means the revolving credit facility contained in the Credit Agreement and any other facility or financing arrangement that Refinances, in whole or in part, any such revolving credit facility. 
  
 “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 Parties” means (a) the Trustee, (b) the Collateral Agent, (c) each Securityholder, (d) the beneficiaries of each indemnification obligation undertaken by the Company or any Subsidiary Guarantor
under any Security Document and (e) the successors and assigns of each of the foregoing. 
  

 34 








 “Securities” means the Securities issued under this Indenture. 
  
 “Securities Act” means the U.S. Securities Act of 1933, as amended.

  
 “Securitization Entity” means a Wholly Owned
Subsidiary (or a wholly owned Subsidiary of another Person in which the Company or any Subsidiary of the Company makes an Investment and in which the Company or any Subsidiary of the Company transfers accounts receivable) that engages in no
activities other than in connection with the financing of accounts receivable and that is designated by the Board of Directors of the Company (as provided below) as a Securitization Entity and: 
  
 (1) no portion of the Indebtedness or any other obligations
(contingent or otherwise) of which: 
  
 (a) is
guaranteed by the Company or any Restricted Subsidiary (excluding guarantees of obligations (other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization Undertakings); 
  
 (b) is recourse to or obligates the Company or any
Restricted Subsidiary (other than such Securitization Entity) in any way other than pursuant to Standard Securitization Undertakings; or 
  
 (c) subjects any property or asset of the Company or any Restricted Subsidiary (other than such Securitization Entity), directly or
indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings; (such Indebtedness described in this clause (1), “Non-Recourse Securitization Entity Indebtedness”);

  
 (2) with which neither the Company nor any
Restricted Subsidiary (other than such Securitization Entity) has any material contract, agreement, arrangement or understanding other than those that might be obtained at the time from Persons that are not Affiliates of the Company, other than fees
payable in the ordinary course of business in connection with servicing accounts receivable of such entity; and 
  

 35 








 (3) to which neither the Company nor any Restricted Subsidiary (other than such
Securitization Entity) has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results. 
  
 Any designation of a Subsidiary as a Securitization Entity shall be evidenced to the Trustee by filing with the Trustee a
certified copy of the resolution of the Board of Directors of the Company giving effect to the designation and an Officers’ Certificate certifying that the designation complied with the preceding conditions and was permitted by the Indenture.

  
 “Security Agreement” means the Security Agreement,
dated as of October 15, 2003, among the Company, the domestic Subsidiary Guarantors and the Trustee. 
  
 “Security Documents” means the Canadian Security Documents, the Australian Security Agreements, the Patent, Trademark and Copyright Security
Agreement, the Pledge Agreements, the Security Agreement, the Security Trust Deed, any agreements pursuant to which assets are added to the Collateral and any other instruments or documents entered into or delivered in connection with any of the
foregoing, as such agreements, instruments or documents may from time to time be amended. 
  
 “Security Obligations” means (a) the due and punctual payment by the Company of (i) the Obligations and (ii) all other monetary obligations of the Company to any Secured Parties, in each case under this
Indenture, the Securities and each of the Security Documents, including obligations to pay fees, expense reimbursement obligations and indemnification obligations, 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 this Indenture, the Securities and each of the Security Documents and (c) the due and punctual payment and performance of all the obligations of each Subsidiary Guarantor under or pursuant to the Indenture, the
Subsidiary Guarantees and each of the Security Documents. 
  

 36 








 “Security Trust Deed” means the Security Trust Deed, dated as of October 15, 2003, among
Koppers Australia Holdings Company Pty Ltd, Koppers Australia Pty Ltd, Koppers Carbon Materials * Chemicals Pty Ltd, Koppers Wood Products Pty Ltd, Koppers Shipping Pty Ltd, Continental Carbon Australia Pty Ltd, Koppers Investment Subsidiary Pty Ltd
and the Trustee. 
  
 “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: 
  
 (1) any obligation of such Person to
the Company or any Subsidiary; 
  
 (2) any
liability for Federal, state, local or other taxes owed or owing by such Person; 
  
 (3) any accounts payable or other liability to trade creditors arising in the ordinary course of business (including guarantees thereof or
instruments evidencing such liabilities); 
  
 (4)
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 
  

 37 








 (5) 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. 
  
 “Specified Permitted Liens” means Permitted Liens, other than any
Liens described in clause (9), (10), (11) or (16). 
  
 “Standard & Poor’s” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and any successor to its rating agency business. 
  
 “Standard Securitization Undertakings” means representations, warranties, covenants and indemnities entered into
by the Company or any Restricted Subsidiary that are customary in an accounts receivable securitization transaction, including servicing of the obligations thereunder. 
  
 “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. 
  

 38 








 “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; 
  
 (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 $50.0 million (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 (as defined in Rule 436 under the Securities Act) 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 

  

 39 








 
is made of “P-1” (or higher) according to Moody’s or “A-1” (or higher) according to Standard & Poor’s; 
  
 (5) investments in securities with maturities of six months
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 Standard &
Poor’s 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. 
  

“Term Loan Facility” means the term loan facility contained in the Credit Agreement and any other facility or financing arrangement that
Refinances in whole or in part any such term loan facility. 
  
 “TIA” means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of this Indenture. 
  
 “Trust Officer” means any officer or assistant officer of the Trustee assigned and duly authorized by the Trustee to administer corporate trust
matters in relation to this Indenture. 
  
 “Trustee”
means the party named as such in this Indenture until a successor replaces it and, thereafter, means the successor. 
  
 “Uniform Commercial Code” means the New York Uniform Commercial Code as in effect from time to time. 
  
 “Unrestricted Subsidiary” means: 
  
 (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. 
  


 40 








 On the Issue Date, (1) Koppers Mauritius and (2) Koppers (China) Carbon & Chemical Co., Ltd will be
designated as Unrestricted Subsidiaries. 
  
 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 (A) the Company could Incur $1.00 of additional Indebtedness under Section 4.03(a) and (B) 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 provision 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. 
  
 “U.S. Government Obligations” means direct obligations (or certificates representing an ownership 

  

 41 








 
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

	 
	 “Affiliate Transaction”
	  	4.07	(a)
	 “Bankruptcy Law”
	  	6.01	 
	 “Change of Control Offer”
	  	4.09	(b)
	 “covenant defeasance option”
	  	8.01	(b)
	 “Custodian”
	  	6.01	 
	 “Event of Default”
	  	6.01	 
	 “Guaranteed Obligations”
	  	10.01	 
	 “legal defeasance option”
	  	8.01	(b)
	 “Offer”
	  	4.06	(c)
	 “Offer Amount”
	  	4.06	(d)(2)
	 “Offer Period”
	  	4.06	(d)(2)
	 “Paying Agent”
	  	2.03	 
	 “Purchase Date”
	  	4.06	(d)(1)
	 “Registrar”
	  	2.03	 
	 “Successor Company”
	  	5.01	(a)(1)
	 “Trust Moneys”
	  	12.01	 

  
 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; 
  

 42 








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

  

 43 








 
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. 
  
 Article 2 
  
 The Securities 
  
 SECTION 2.01 Form and Dating. Provisions relating to the Initial
Securities, the Private Exchange Securities and the Exchange Securities are set forth in the Rule 144A/Regulation S Appendix attached hereto (the “Appendix”) which is hereby incorporated in, and expressly made part of, this Indenture. The
Initial Securities and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit 1 to the Appendix which is hereby incorporated in, and expressly made a part of, this Indenture. The Exchange Securities, the
Private Exchange 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 execute the Securities for the Company by manual or facsimile signature. The
Company’s seal shall be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. 
  
 If an Officer whose signature is on a Security no longer holds that office at the time the Trustee 

  

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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 $320.0 million of 9 7/8% Senior Secured Notes Due 2013 and, at any time 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. 
  
 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. 
  
 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 

  

 45 








 
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 hereby appoints the Trustee as initial Registrar and Paying Agent in connection with the Securities and the Trustee hereby accepts such
appointments, subject to the terms herein. 
  
 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 or a Subsidiary 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. 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. 
  

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 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. 
  
 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 execute 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 bona fide purchaser. 
  

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 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 execute and the Trustee shall authenticate (pursuant to a valid order by the Company) 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 execute and the Trustee shall
authenticate (pursuant to a valid order by the Company) 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 registration of transfer, exchange, payment or cancellation in accordance with its customary practices 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 

  

 48 








 
states the special record date, the payment date and the amount of defaulted interest to be paid. 
  
 SECTION 2.12 CUSIP Numbers. The Company in issuing the Securities may
use “CUSIP” numbers (if then generally in use) and, if so, the Trustee shall use “CUSIP” numbers, which the Company shall have provided to the Trustee, 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. 
  
 SECTION 2.13 Issuance of Additional Securities. After the Issue Date, the Company shall be entitled, subject to its compliance with Section 4.03,
to issue Additional Securities under this Indenture in an aggregate principal amount of no greater than $75.0 million, which Securities shall have identical terms as the Initial 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. 
  
 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 of 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; 
  
 (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; and 
  

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 (3) whether such Additional Securities shall be Initial Securities or shall be issued in
the form of Exchange Securities as set forth in Exhibit A. 
  
 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, in its sole discretion, 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 or by lot or by a method that complies with
applicable legal and securities exchange requirements, if any, and that the Trustee in its sole discretion shall deem to be fair and appropriate and in accordance with methods generally used at the time of selection by fiduciaries in similar
circumstances. The Trustee shall make the selection from outstanding Securities not previously called for redemption. The Trustee may select for redemption portions of the principal of Securities that have denominations larger than $1,000.
Securities and portions of them the Trustee selects shall be in principal amounts of $1,000 or a whole multiple of $1,000. Provisions of this Indenture that apply to Securities called for redemption also apply to portions of Securities called for
redemption. The Trustee shall notify the Company promptly of the Securities or portions of Securities to be redeemed. 
  
 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 

  

 50 








 
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; and 
  
 (7) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Securities. 
  

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, Securities called for redemption become due and payable on the redemption date and at the redemption price stated in the notice.
Upon surrender to the Paying Agent, such Securities shall be paid at the redemption price stated in the notice, plus accrued interest 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). 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. 
  

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 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. 
  
 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, so
long as any Securities are outstanding, the Company shall file with the SEC (subject to the next sentence) and provide the Trustee and Holders with such annual reports 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 

  

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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 a filing. The Company 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 first sentence of this Section 4.02 on its website within the time periods that would apply if the Company were required to file those reports with the SEC. Notwithstanding
the foregoing, the Company shall be entitled to satisfy such requirements prior to the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement (each as defined in the Registration Rights Agreement) by filing
with the SEC the Exchange Offer Registration Statement or Shelf Registration Statement, to the extent that any such Registration Statement contains substantially the same information (and at substantially the same time) as would be required to be
filed by the Company if it were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, and by providing the Trustee and Holders with such Registration Statement (and any amendments thereto) promptly following the filing
thereof. 
  
 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 shall 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. 
  
 In addition, the Company shall furnish to the Holders of the Securities and to prospective investors, upon the requests of such Holders, any information required to be delivered pursuant to Rule 144A(d)(4) under the
Securities Act so long as the Securities are not freely transferable under the Securities Act. 
  
 SECTION 4.03 Limitation on Indebtedness. (a) The Company shall not, and shall not permit any 

  

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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 to 1. 
  
 (b) Notwithstanding the foregoing paragraph (a), the Company and the
Restricted Subsidiaries shall be entitled to Incur any or all of the following Indebtedness: 
  
 (1) Indebtedness Incurred by the Company or any Subsidiary Guarantor pursuant to any Revolving Credit Facility; provided,
however, that, immediately after giving effect to any such Incurrence, the aggregate principal amount of all Indebtedness Incurred under this clause (b)(1) and clause (b)(12) and then outstanding does not exceed the greater of (A) $100.0
million less the sum of all principal payments with respect to such Indebtedness pursuant to Section 4.06(a)(3)(A) hereof and (B) the sum of (i) 60% of the book value of the inventory of the Company and its Restricted Subsidiaries and (ii) 80% of
the book value of the accounts receivable of the Company and its Restricted Subsidiaries; 
  
 (2) Indebtedness Incurred by the Company or any Subsidiary Guarantor pursuant to any Term Loan Facility; provided, however,
that, after giving effect to any such Incurrence, the aggregate principal amount of all Indebtedness Incurred under this clause (b)(2) and then outstanding does not exceed $30.0 million; 
  
 (3) 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, such Indebtedness (other than Indebtedness owed to a Subsidiary
Guarantor) is expressly subordinated to the prior payment in full in cash of all obligations with respect to the Securities, and (C) if a Subsidiary Guarantor is the obligor on such Indebtedness, such 

  

 54 








 
Indebtedness (other than Indebtedness owed to the Company or a Subsidiary Guarantor) is expressly subordinated to the prior payment in full in cash of all
obligations of such obligor with respect to its Subsidiary Guaranty; 
  
 (4) the Securities (other than any Additional Securities); 
  
 (5) Indebtedness outstanding on the Issue Date (other than Indebtedness described in clause (1), (2), (3) or (4) of this Section 4.03(b));

  
 (6) 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 able to Incur at least $1.00 of additional Indebtedness pursuant to Section 4.03(a); 
  
 (7) Refinancing Indebtedness in respect of Indebtedness Incurred pursuant to Section 4.03(a) or pursuant to clause (4), (5) or (6) or this
clause (7); provided, however, that to the extent such Refinancing Indebtedness directly or indirectly Refinances Indebtedness of a Subsidiary Incurred pursuant to clause (6), such Refinancing Indebtedness shall be Incurred only by
such Subsidiary; 
  
 (8) Hedging Obligations
consisting of (i) Interest Rate Agreements directly related to Indebtedness permitted to be Incurred by the Company and its Restricted Subsidiaries pursuant to this Indenture or (ii) Currency Agreements entered into in the ordinary course of
business; 
  
 (9) Indebtedness consisting of the
Subsidiary Guaranty of a Subsidiary Guarantor and any Guarantee by a Subsidiary Guarantor of Indebtedness Incurred pursuant to Section 4.03(a) or pursuant to clause (1), (2) or (5) of this Section 4.03(b) or pursuant to 

  

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clause (7) of this Section 4.03(b) to the extent the Refinancing Indebtedness Incurred thereunder directly or indirectly Refinances Indebtedness Incurred
pursuant to Section 4.03(a) or pursuant to clause (5) of this Section 4.03(b); 
  
 (10) Indebtedness (including Capital Lease Obligations) Incurred by the Company or any of its Restricted Subsidiaries to finance the
purchase, lease or improvement of property (real or personal) or equipment (whether through the direct purchase of assets or the Capital Stock of any Person owning such assets) within 180 days of such purchase, lease or improvement, and any
Refinancing Indebtedness Incurred to Refinance such Indebtedness, in an aggregate principal amount which, when taken together with the amount of Indebtedness Incurred pursuant to this clause (10) and then outstanding, does not exceed $5.0 million;

  
 (11) Indebtedness of Foreign Subsidiaries in
an aggregate principal amount which, when taken together with all other Indebtedness of Foreign Subsidiaries Incurred pursuant to this clause (11) and then outstanding, does not exceed the greater of (A) $15.0 million and (B) the sum of 60% of the
book value of the inventory of the Foreign Subsidiaries and (ii) 80% of the book value of the accounts receivable of the Foreign Subsidiaries; 
  
 (12) Non-Recourse Securitization Entity Indebtedness Incurred by a Securitization Entity in connection with a Qualified Securitization
Transaction; provided, however, that at the time of such Incurrence, the Company would have been entitled to Incur the same amount of Indebtedness pursuant to clause (1) of this Section 4.03(b); and 
  
 (13) Indebtedness of the Company or any Subsidiary Guarantor
in an aggregate principal amount which, when taken together with all other Indebtedness of the Company and its Restricted Subsidiaries outstanding on the date of such Incurrence (other than Indebtedness permitted by clauses (1) through (12) above or
Section 4.03(a)) does not exceed $15.0 million. 
  

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 (c) Notwithstanding the foregoing, neither the Company nor any Subsidiary Guarantor shall Incur any
Indebtedness pursuant to Section 4.03(b) if the proceeds thereof are used, directly or indirectly, to Refinance any Subordinated Obligations of the Company or any Subsidiary Guarantor unless such Indebtedness shall be subordinated to the Securities
or the applicable Subsidiary Guaranty to at least the same extent as such Subordinated Obligations. 
  
 (d) For purposes of determining compliance with this Section 4.03, (1) any Indebtedness remaining outstanding under the Credit Agreement after the
application of the net proceeds from the sale of the Securities shall be treated as Incurred on the Issue Date under clauses (1) and (2) of paragraph (b) above, (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 shall only be required to include the
amount and type of such Indebtedness in one of the above clauses and (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. 
  
 (e) For purposes of determining compliance with any U.S. dollar denominated
restriction on the Incurrence of Indebtedness where the Indebtedness Incurred is denominated in a different currency, the amount of such Indebtedness shall 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 shall be as provided in such Currency Agreement. The principal amount of any Refinancing Indebtedness Incurred in the same currency as the Indebtedness being Refinanced shall be the U.S.
Dollar Equivalent of the Indebtedness 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 shall be determined in accordance with the preceding
sentence and (2) the principal amount of the Refinancing Indebtedness exceeds the principal amount 

  

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of the Indebtedness being Refinanced, in which case the U.S. Dollar Equivalent of such excess shall 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 Issue 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 immediately following the fiscal quarter during which the Issue Date occurs to the end of the most recent fiscal quarter
ending at least 45 days prior to the date of such Restricted Payment (or, in case such Consolidated Net Income shall be a deficit, minus 100% of such deficit); plus 
  
 (B) 100% of the aggregate Net Cash Proceeds received by the Company from the issuance or sale of its Capital
Stock (other than Disqualified Stock) subsequent to the Issue 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 received by the Company from its shareholders subsequent to the Issue Date; plus 
  
 (C) the amount by which Indebtedness of the Company is reduced on the Company’s balance sheet 

  

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upon the conversion or exchange subsequent to the Issue Date of any Indebtedness of the Company convertible or exchangeable for Capital Stock (other than
Disqualified Stock) of the Company (less the amount of any cash, or the fair value of any other property, distributed by the Company upon such conversion or exchange); provided, however, that the foregoing amount shall not exceed the
Net Cash Proceeds received by the Company or any Restricted Subsidiary from the sale of such Indebtedness (excluding Net Cash Proceeds from sales to a Subsidiary of the Company or 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); plus 
  
 (D) an amount equal to the sum of (i) the net reduction in the Investments (other than Permitted Investments) made by the Company or any
Restricted Subsidiary in any Person resulting from repurchases, repayments or redemptions of such Investments by such Person, proceeds realized on the sale of such Investment and proceeds representing the return of capital, 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; provided, however, that the foregoing sum shall not exceed, in the case of any such Person or Unrestricted Subsidiary, the amount
of Investments (excluding Permitted Investments) previously made (and treated as a Restricted Payment) by the Company or any Restricted Subsidiary in such Person or Unrestricted 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 

  

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(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 shareholders; 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 sale of, Indebtedness 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; provided, however, that such dividend
shall be included in the calculation of the amount of Restricted Payments; 
  
 (4) so long as no Default has occurred and is continuing, the repurchase or other acquisition of shares of Capital Stock of the Company or any of its Subsidiaries from employees, former employees, directors or former
directors of 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 repurchases and
other acquisitions (excluding amounts representing cancelation of 

  

 60 








 
Indebtedness) in any calendar year shall not exceed $2.0 million; provided further, however, that such repurchases and other
acquisitions shall be excluded in the calculation of the amount of Restricted Payments; 
  
 (5) payments of dividends on Disqualified Stock permitted to be issued pursuant to Section 4.03; provided, however, that
such dividends shall be excluded in the calculation of the amount of Restricted Payments; 
  
 (6) repurchases and other acquisitions of Capital Stock deemed to occur upon exercise of stock options or to satisfy federal income tax
obligations of option holders upon exercise of stock options if such Capital Stock represents a portion of the exercise price of such options; 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; 
  
 (8) in the
event of a Change of Control, and if no Default shall have occurred and be continuing, the payment, purchase, redemption, defeasance or other acquisition or retirement of Subordinated Obligations and Preferred Stock of the Company or any Subsidiary
Guarantor, in each case, at a purchase price not greater than 101% of the principal amount of such Subordinated Obligations or Preferred Stock, plus any accrued and unpaid interest or dividends thereon; 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 and has repurchased all Securities validly tendered and not withdrawn in 

  

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connection with such Change of Control Offer; provided further, however, that such repurchase and other acquisitions shall be included
in the calculation of the amount of Restricted Payments; 
  
 (9) payments of intercompany subordinated Indebtedness, the Incurrence of which was permitted under Section 4.04(b)(3); 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) one or more dividends or share repurchases from the proceeds of the offering of the Securities in an
amount up to $40.0 million; provided, however, that such dividends or share repurchases shall be excluded in the calculation of the amount of Restricted Payments; 
  
 (11) one or more dividends or share repurchases in an amount up to $39.8 million; provided,
however, that such dividends or share repurchases shall be excluded in the calculation of the amount of Restricted Payments; or 
  
 (12) Restricted Payments in an amount which, when taken together with all other Restricted Payments made pursuant to this clause (12) and
then outstanding, does not exceed $7.5 million; 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) such Restricted Payments 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 shall not, and shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any
consensual encumbrance or 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), 
  

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 (A) any encumbrance or restriction pursuant to an agreement in effect at or entered into
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
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 4.05(1)(B) or this clause (C) or contained in
any amendment to an agreement referred to in Section 4.05(1)(A) or 4.05(1)(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 not materially more restrictive, taken as a whole, than encumbrances and restrictions with respect to such Restricted Subsidiary contained in such predecessor agreements; 
  
 (D) 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 existing under
Indebtedness of Foreign Subsidiaries (other than Subsidiary Guarantors) permitted to be Incurred pursuant to Section 4.03; and 
  

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 (F) any encumbrance or restriction existing under Non-Recourse Securitization Entity
Indebtedness or other contractual requirements of a Securitization Entity in connection with a Qualified Securitization Transaction; provided, however, that such restrictions apply only to such Securitization Entity; 
  
 (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; 
  
 (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; 
  
 (C) any encumbrance or restriction pursuant to purchase money obligations for property acquired in the ordinary course of business that
impose restrictions on the property so acquired; 
  
 (D) 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; and 
  
 (E) any encumbrance or restriction contained in customary provisions in joint venture agreements or other
similar agreements entered into in the ordinary course of business. 
  
 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 

  

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Board of Directors (or, in the case of any such Asset Disposition for aggregate consideration of less than $5.0 million, as determined in good faith by the
Company’s chief financial officer), of the shares and assets subject to such Asset Disposition; 
  
 (2) at least 80% 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) to the extent the Company elects (or is required by the terms of any Applicable Indebtedness), to prepay, repay, redeem or purchase
Applicable Indebtedness of the Company or a Subsidiary Guarantor (in each case other than Indebtedness owed to the Company or an Affiliate 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) to the extent the
Company elects, to acquire Additional Assets (provided, however, that if the assets that were the subject of such Asset Disposition constituted Collateral, then such Additional Assets shall become Collateral and be pledged at the time
of their acquisition to the Trustee (or to the Collateral Agent on its behalf) as Collateral for the benefit of the Securityholders, subject to Specified Permitted Liens and the Intercreditor Agreement) in each case within one year from the later of
the date of such Asset Disposition or the receipt of such Net Available Cash; and 
  
 (C) 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 of the Securities (and to holders of other Applicable Senior Indebtedness of the Company or a Subsidiary Guarantor designated by the Company) to purchase Securities (and such other Applicable Senior Indebtedness of the Company or of a
Subsidiary Guarantor) 

  

 65 








 
pursuant to and subject to the conditions contained in Section 4.06(c); 
  
 provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C)
above, the Company or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased.

  
 Notwithstanding the foregoing provisions of this Section 4.06,
the Company and the Restricted Subsidiaries will 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 $10.0 million. Pending application of Net Available Cash pursuant to Section 4.06(a), such Net Available Cash shall be invested in Temporary Cash Investments (which, if the assets that were the subject of
such Asset Disposition constituted Collateral, shall be pledged to the Trustee (or to the Collateral Agent on its behalf) as Collateral for the benefit of the Holders, subject to Specified Permitted Liens and the Intercreditor Agreement, pending
such application) or applied to temporarily reduce revolving credit indebtedness that is Applicable Indebtedness. 
  
 (b) For the purposes of this Section 4.06, the following are deemed to be cash or cash equivalents: 
  
 (1) the assumption of Indebtedness 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 in connection with such Asset Disposition; and 
  
 (2) securities received by the Company or any Restricted Subsidiary from the transferee that are promptly converted by the Company or such
Restricted Subsidiary into cash, to the extent of the cash received in that conversion. 
  

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 Notwithstanding the foregoing, the 80% limitation set forth in Section 4.06(a)(2) shall be deemed
satisfied with respect to any Asset Disposition in which the cash or cash equivalents portion of the consideration received therefrom, determined in accordance with the immediately preceding paragraph on an after-tax basis, is equal to or greater
than what the after-tax proceeds would have been had such Asset Disposition complied with the aforementioned 80% limitation. 
  
 The requirement of Section 4.06(a)(3)(B) shall be deemed to be satisfied if an agreement (including a lease, whether a capital lease or an operating
lease) committing to make the acquisitions or expenditures referred to therein is entered into by the Company or a Restricted Subsidiary within the time period specified in such clause and such Net Available Cash is subsequently applied in
accordance with such agreement within six months following the date of such agreement. 
  
 (c) In the event of an Asset Disposition that requires the purchase of Securities (and other Applicable Senior Indebtedness of the Company or a Subsidiary Guarantor) pursuant to Section 4.06(a)(3)(C), the Company
shall purchase Securities tendered pursuant to an offer by the Company or such Subsidiary Guarantor for the Securities (and such other Applicable Senior Indebtedness of the Company or such Subsidiary Guarantor) (the “Offer”) at a purchase
price of 100% of their principal amount (or, in the event such other Applicable Senior Indebtedness of the Company or such Subsidiary Guarantor 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 Applicable Senior Indebtedness of the Company or such Subsidiary Guarantor, such lesser price, if any, as may be provided for by the terms of such Applicable Senior Indebtedness) in
accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 4.06(d); provided, however, that the procedures for making an offer to holders of other Applicable Senior Indebtedness will be
as provided for by the terms of such Applicable Senior Indebtedness. If the aggregate purchase price of the Indebtedness tendered pursuant to the Offer exceeds the Net Available Cash allotted to their purchase, the Company shall select the
Indebtedness to be purchased on a pro rata basis but in round denominations, which in the case of the Securities 

  

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will be denominations of $1,000 principal amount or multiples thereof. The Company shall not be required to make such an Offer if the Net Available Cash
available therefor is less than $10.0 million (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. 
  
 (d) (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(c) in the event the Offer is
oversubscribed) in integral multiples of $1,000 of principal amount, 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 above, the Company shall deliver to the 

  

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Trustee an Officers’ Certificate as to (A) the amount of the Offer (the “Offer Amount”), including information as to any other Applicable
Senior Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Dispositions pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.06(a) and (c).
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 Applicable Senior
Indebtedness, 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 as promptly as practicable 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 

  

 69 








 
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. 
  
 (e) 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. 
  
 (f) Notwithstanding the foregoing, to the extent that any or all of the Net Available Cash from Asset Dispositions is prohibited or delayed by applicable
non-U.S. law from being repatriated to the United States, the portion of such Net Available Cash so affected shall not be required to be applied as set forth in this Section 4.06 (other than to repay Applicable Indebtedness of the Subsidiary making
such Asset Disposition as contemplated in Section 4.06(a)(3)(A)) at the time provided above but the applicable Subsidiary shall be entitled to retain such Net Available Cash for so long as the applicable local law will not permit repatriation to the
United States, and once such repatriation of any of such affected Net Available Cash is permitted under the applicable local law, such repatriation shall be promptly effected and such repatriated Net Available Cash shall be applied in the manner
described in Section 4.06(a); provided, however, that to the extent that the Company has determined in good faith that repatriation of any or all of such Net Available Cash would have a material adverse tax consequence, the applicable
Subsidiary 

  

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shall be entitled to retain such Net Available Cash for so long as such material adverse tax consequence would continue. 
  
 SECTION 4.07 Limitation on Affiliate Transactions. (a) The Company
shall not, and shall 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”) 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 $5.0 million, the terms of the Affiliate Transaction are set forth in
writing and a majority of the non-employee directors of the Company disinterested with respect to such Affiliate Transaction 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 $10.0 million, 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 Investment (other than a Permitted Investment) or other Restricted Payment, in each case permitted to be made pursuant to Section
4.04 (but 

  

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only to the extent included in the calculation of the amount of Restricted Payments made pursuant to Section 4.04(a)(3)); 
  
 (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 approved by the Board of Directors; 
  
 (3) loans or advances to employees in the ordinary course of business in accordance with the past practices
of the Company or its Restricted Subsidiaries, but in any event not to exceed $2.0 million 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 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) any agreement as in effect on the Issue Date and described in the Offering Circular or identified in an exhibit to this Indenture or any renewals or extensions of any such agreement (so long as such renewals or
extensions are not less favorable to the Company or the Restricted Subsidiaries) and the transactions evidenced thereby; 
  
 (8) (A) the payment of management, advisory or consulting fees to Saratoga Management Company LLC or its Affiliates in an amount not to
exceed $600,000 in any year and (B) the payment of financial advisory, financing, underwriting or placement services fees or fees in respect of other investment banking activities, including in connection with acquisitions or divestitures, to
Saratoga Management Company LLC or 

  

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its Affiliates, which payments described in this clause (B) are approved by a majority of the disinterested members of the Board of Directors; 
  
 (9) the sale to an Affiliate of the Company of Indebtedness
(including Disqualified Stock) of the Company in connection with an offering of such Indebtedness in a market transaction and on terms substantially identical to those of other purchasers in such market transaction; and 
  
 (10) transactions effected as part of a Qualified
Securitization Transaction. 
  
 SECTION 4.08 Limitation on the
Sale or Issuance of Common Stock of Restricted Subsidiaries. The Company: 
  
 (1) shall not, and shall not permit any Restricted Subsidiary (other than a Securitization Entity) to, sell, lease, transfer or otherwise dispose of any Common Stock of any Restricted Subsidiary to any Person (other
than the Company or a Restricted Subsidiary), and 
  
 (2) shall not permit any Restricted Subsidiary (other than a Securitization Entity) to issue any of its Common Stock (other than, if necessary, shares of its Common Stock constituting directors’ or other legally required qualifying
shares) to any Person (other than to the Company or a Restricted Subsidiary), 
  
 unless, 
  
 (A) immediately after giving
effect to such issuance, sale or other disposition, (A) the Company is the beneficial owner of either (x) at least 80% or (y) less than 50% of the Common Stock of such Restricted Subsidiary and (B) any Investment in such Person remaining after
giving effect thereto is treated as a new Investment by the Company and such Investment would be permitted to be made under Section 4.04 if made on the date of such issuance, sale or other disposition; and 
  
 (B) the Net Available Cash from such issuance, sale or other
disposition is applied in 

  

 73 








 
the manner and to the extent required by Section 4.06. 
  
 Notwithstanding the foregoing, this Section 4.08 shall not apply to issuances, sales or other dispositions of any Common Stock of any Restricted
Subsidiary that has a fair market value at the time of such disposition of less then $1.0 million. 
  
 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
repurchase 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), in accordance with the terms contemplated in Section 4.09(b). 
  
 (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, to the extent
reasonably available, information with respect to pro forma historical income, cash flow and capitalization, in each case after giving effect to such Change of Control); 
  
 (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 4.09, that a 

  

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Holder must follow in order to have its Securities purchased. 
  
 (c) Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to the Company at
the address specified in the notice at least three Business Days prior to the purchase date. Holders shall be 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 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, 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
applicable to a Change of Control Offer made by the Company and purchases all Securities validly tendered and not withdrawn under such Change of Control Offer. 
  

(f) The Company shall 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 4.09. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.09, the Company shall comply with the
applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.09 by virtue of its compliance with such securities laws or regulations. 
  
 SECTION 4.10 Limitation on Liens. (a) The Company shall not, and shall
not permit any Restricted Subsidiary to, directly or indirectly, Incur or permit to 

  

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exist any Lien of any nature whatsoever on any of its properties (including Capital Stock of a Restricted Subsidiary), whether owned at the Issue Date or
thereafter acquired, other than (1) with respect to Collateral, Specified Permitted Liens, Liens securing the Securities and the Subsidiary Guarantees, Liens securing First Lien Obligations and Liens securing Permitted Collateral Debt and (2) with
respect to non-Collateral, Permitted Liens, without, in the case of this clause (2), effectively providing that the Securities shall be secured equally and ratably with (or prior to) the obligation so secured for so long as such obligation is so
secured. 
  
 (b) In the event that the Company or any Subsidiary
Guarantor Incurs or permits to exist any Lien upon any property or assets of the Company or such Subsidiary Guarantor to secure any First Lien Obligations, the Company or such Subsidiary Guarantor shall concurrently grant a Lien (subject to the
terms of the Intercreditor Agreement and Specified Permitted Liens) in favor of the Trustee (or the Collateral Agent on its behalf) and the Holders of the Securities upon such property as security for the Security Obligations by (i) executing
Security Documents that grant the Trustee (or the Collateral Agent on its behalf) a second-priority Lien upon such property for the benefit of the Holders upon substantially the same terms as those that create such additional security interests, but
subject to the Intercreditor Agreement, and (ii) taking all such actions (including the filing and recording of financing statements, fixture filings and other documents) that may be required under any applicable law, or which the Trustee may
reasonably request to create and perfect such second-priority Lien, all at the expense of the Company and the Subsidiary Guarantors, including all reasonable fees and expenses of counsel incurred by the Trustee and the Collateral Agent in connection
therewith; provided, however, that the Company or such Subsidiary Guarantor shall not be required to grant a second-priority Lien upon such property as security for the Securities if (x) a second-priority Lien in such property cannot
be granted under applicable law or (y) such grant requires the consent of any third party (other than any obligee on First Lien Obligations), which consent the Company or such Subsidiary Guarantor is unable to obtain using reasonable best efforts.

  

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 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(a)(2), (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. 
  
 SECTION
4.12 Future Guarantors. The Company shall cause each Domestic Restricted Subsidiary that Incurs any Indebtedness to, and each Foreign Subsidiary that enters into a Guarantee of any Indebtedness (other than a Foreign Subsidiary that Guarantees
Indebtedness Incurred by another Foreign Subsidiary) to, in each case, at the same time, 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 this Indenture; provided, however, that such Restricted Subsidiary shall not be required to deliver a Subsidiary Guaranty if (A) the aggregate amount of such Indebtedness or such Guarantee, together
with all other Indebtedness and such Guarantees then outstanding by such Restricted Subsidiary, does not exceed $3.0 million and (B) the aggregate amount of such Indebtedness or such Guarantee, together with all other Indebtedness and such
Guarantees then outstanding among Restricted Subsidiaries that are not Subsidiary Guarantors, does not exceed $15.0 million. Each Subsidiary issuing a Subsidiary Guaranty pursuant to this paragraph shall be automatically and unconditionally released
and discharged from its obligations under such Subsidiary Guaranty upon the release or discharge of the Indebtedness or Guarantee that resulted in the Company’s obligations under the Securities and this Indenture being so Guaranteed.

  
 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’ 

  

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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, and shall cause each Restricted Subsidiary to, 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, including the execution of any and all further documents, financing statements, agreements and instruments, and the taking of all such further actions
(including the filing and recording of financing statements, fixture filings and other documents), which may be required under any applicable law, to maintain the perfection and priority of the Liens created or intended to be created by the Security
Documents, all at the expense of the Company. The Company also agrees to provide (or cause to be provided) to the Trustee or the Collateral Agent, from time to time upon request, evidence reasonably satisfactory to the Trustee and the Collateral
Agent, in their sole discretion, as to the perfection and priority of the Liens created or intended to be created by the Security Documents. 
  
 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 (determined on a consolidated basis) 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 

  

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hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the Securities and this
Indenture; 
  
 (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 such 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, the Successor Company would be able to Incur an additional $1.00
of Indebtedness pursuant to Section 4.03(a); 
  
 (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; and

  
 (5) the Company shall have delivered to the
Trustee an Opinion of Counsel to the effect that the Holders will not recognize income, gain or loss for Federal income tax purposes as a result of such transaction 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 transaction had not occurred; 
  
 provided, however, that clause (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 or (B) the Company merging with
an Affiliate of the Company solely for the purpose and with the sole effect of reincorporating the Company in another jurisdiction. 
  
 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 

  

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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 predecessor Company, except in the case of a lease, shall be released from the obligation 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 under 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, in its sole discretion, all the obligations of such Subsidiary, if any, under its Subsidiary Guaranty; 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 the Company or an Affiliate 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, if, in both cases, in connection therewith the Company provides an Officers’ Certificate to the Trustee to the effect that the Company shall comply with its
obligations under Section 4.06 in respect of such disposition; 
  
 (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 
  

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 (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. 
  
 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 (A) 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 declaration of acceleration or otherwise, or (B) fails to purchase
Securities when required pursuant to this Indenture or the Securities; 
  
 (3) the Company fails to comply with Section 5.01; 
  
 (4) the Company fails to comply with Section 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 or 4.12 (other than a failure to
purchase Securities when required under Section 4.06 or 4.09) and such failure continues for 30 days after the notice specified below; 
  
 (5) the Company or any Subsidiary Guarantor fails to comply with any of its agreements in the Securities, this Indenture or the Security
Documents (other than those referred to in clause (1), (2), (3) or (4) above) and such failure continues for 60 days after the notice specified below; 
  
 (6) 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 

  

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or accelerated exceeds $10.0 million, or its foreign currency equivalent at the time; 
  
 (7) a Subsidiary Guarantor, 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; 
  
 (8) a court of competent jurisdiction enters an order or
decree under any Bankruptcy Law that: 
  
 (A) is
for relief against a Subsidiary Guarantor, the Company or any Significant Subsidiary in an involuntary case; 
  
 (B) appoints a Custodian of a Subsidiary Guarantor, the Company or any Significant Subsidiary or for any substantial part of its property;
or 
  
 (C) orders the winding up or liquidation
of a Subsidiary Guarantor, 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; 
  
 (9) any judgment or decree for the payment of money in excess of $10.0 million or its foreign currency equivalent at the time (excluding
the amount of any insurance proceeds or indemnification claims available to the obligor from insurance carriers and indemnitors who in the reasonable judgment of the Board of Directors of the Company are creditworthy and who have not disclaimed


  

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their liability with respect thereto) is entered against a Subsidiary Guarantor, the Company or any Significant Subsidiary, remains outstanding for a period
of 60 days following the entry of such judgment or decree and is not discharged, waived or the execution thereof stayed within 10 days after notice; 
  
 (10) any Subsidiary Guaranty ceases to be in full force and effect (other than in accordance with the terms of such Subsidiary Guaranty
and this Indenture) or any Subsidiary Guarantor denies or disaffirms its obligations under its Subsidiary Guaranty; or 
  
 (11) (A) the failure of the Company or any Subsidiary Guarantor to comply with any covenant or agreement contained in any of the Security
Documents (after the lapse of any applicable grace periods) which adversely affects the enforceability, validity, perfection or priority of the Collateral Agent’s Lien on the Collateral for the benefit of the Securities or which adversely
affects the condition or value of the Collateral, taken as a whole, in any material respect, (B) the repudiation or disaffirmation by the Company or any Subsidiary Grantor of its obligations under any of the Security Documents or the determination
in a judicial proceeding that any of the Security Documents is unenforceable or invalid against the Company or any Subsidiary Guarantor for any reason or (C) any Security Document shall cease to be in full force and effect (other than in accordance
with the terms of the applicable Security Documents and this Indenture), or cease to be effective in all material respects to grant the Collateral Agent a perfected Lien on the Collateral with the priority purported to be created thereby.

  
 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. 
  

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 A Default under clauses (4), (5) or (9) is not 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”. 
  
 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 (6), (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), (5) or (9), 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(7) or (8)
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(7) or (8) 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. 
  

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 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 by notice to the Trustee may waive an
existing Default and its consequences except (a) a Default in the payment of the principal of or interest on a Security (b) a Default arising from the failure to redeem or purchase any Security when required pursuant to 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. 
  
 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; 
  

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 (2) the Holders of at least 25% in principal amount of the 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 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. 
  
 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. 
  

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 or a Subsidiary Guarantor 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. Subject to the terms of the Intercreditor Agreement, 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 or any Subsidiary Guarantor, 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 

  

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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 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; 
  

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 (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. 
  
 (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 

  

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any action it takes or omits to take in good faith in reliance on the Officers’ Certificate or Opinion of Counsel. 
  
 (c) The Trustee may act through agents and shall not be responsible for the
misconduct or negligence of any agent appointed with due care. 
  
 (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the Trustee’s conduct does not
constitute wilful misconduct or negligence. 
  
 (e) The Trustee
may consult with counsel of its choice, 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. 
  
 SECTION 7.04 Trustee’s
Disclaimer. The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture, the Securities, any offering materials relating to the Securities or the validity or priority of any security
interest contemplated hereunder or in the Security Documents, it shall not be accountable for the Company’s use of the proceeds from the Securities, and it shall not be responsible for any statement of the Company in the Indenture or in any
document issued in connection with the sale of the Securities or in the Securities other than the Trustee’s certificate of authentication. 
  
 SECTION 7.05 Notice of Defaults. If a Default occurs and is continuing and if it is known to a Trust Officer of the Trustee, the Trustee shall mail
to each Securityholder notice of the Default within 90 days after 

  

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it occurs. Except in the case of a Default in 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 in the interests of Securityholders. 
  
 SECTION 7.06 Reports by Trustee to Holders. As promptly as practicable
after each May 15 beginning with the May 15 following the date of this Indenture, and in any event prior to July 15 in each year, the Trustee shall mail to each Securityholder a brief report dated as of May 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 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(7) or (8) 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. 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 

  

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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. 
  
 Notwithstanding the resignation, removal or 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 certificate 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 

  

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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. 
  
 SECTION 7.12 Authorization
for Quebec Security. For greater certainty and without limiting the powers of the Collateral Agent herein and for purposes of constituting security on any of the Company’s property in the Province of Quebec as security for the due payment
of all Security Obligations and the performance by the Company of all of the obligations of the Company contained herein, the Company and the Collateral Agent hereby acknowledge that the Collateral Agent shall, for purposes of holding any security
granted by the Company on any of the Company’s property pursuant to the laws of the Province of Quebec, be the holder of an irrevocable power of attorney for all present and future Securityholders as contemplated by Article 2692 of the Civil
Code of Quebec. The Collateral Agent hereby agrees to act in such capacity for the benefit of all present and future Securityholders for purposes of holding any security governed by the laws of the Province of Quebec on any of the Company’s
property. The purchase of Securities by any Securityholder shall constitute ratification by such Securityholder of the power of attorney of the Collateral Agent constituted hereunder. Notwithstanding Section 13.09 hereunder, this Section 7.12 shall
be governed by, and construed in accordance with, the laws of the Province of Quebec and the federal laws of Canada applicable therein. 
  

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 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 a notice of
redemption pursuant to Article 3 hereof and 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 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 and 4.12 and the operation of Sections
6.01(4), 6.01(6), 6.01(7), 6.01(8), 6.01(9), 6.01(10) and 6.01(11) (but, in the case of Sections 6.01(7) and (8), with respect only to Significant Subsidiaries and Subsidiary Guarantors) and the limitations contained in Sections 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(6), 6.01(7), 6.01(8), 6.01(9), 6.01(10) and
6.01(11) (but, in the case of Sections 6.01(7) and (8), with respect only to Significant Subsidiaries and Subsidiary Guarantors) or because of the failure of the Company to comply with 

  

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Section 5.01(a)(3). If the Company exercises its legal defeasance option or its covenant defeasance option, each Subsidiary Guarantor, if any, shall be
released from all its obligations with respect to its Subsidiary Guaranty and the Company and each Subsidiary Guarantor shall be released for all its respective obligations under the Security 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 may 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 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 Sections 6.01(7) or (8) 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; 
  

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 (5) the Company delivers to the Trustee an Opinion of Counsel to the effect that the
trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940; 
  
 (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; and 
  
 (8) 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. 
  
 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 

  

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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 Subsidiary Guarantor’s
obligations under this Indenture, each Subsidiary 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 Subsidiary Guarantors and the Trustee may 

  

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amend this Indenture, the Security Documents, the Intercreditor Agreement or the Securities without notice to or consent of any Securityholder: 

 
 (1) to cure any ambiguity, omission, defect or
inconsistency; 
  
 (2) to comply with Article 5;

  
 (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, or to provide additional security for the Securities; 
  
 (5) to add to the covenants of the Company or any Subsidiary
Guarantor for the benefit of the Holders or to surrender any right or power herein conferred upon the Company or any Subsidiary Guarantor; 
  
 (6) to make any change that does not adversely affect the rights of any Securityholder; 
  
 (7) to comply with any requirements of the SEC in connection
with qualification, or maintenance the qualification of, this Indenture under the TIA; or 
  
 (8) to make any amendment to the provisions of this Indenture relating to the form, authentication, transfer and legending of Securities;
provided, however, that (a) compliance with this Indenture as so amended would not result in Securities being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not
materially affect the rights of Holders to transfer Securities. 
  
 In addition, notwithstanding Section 9.02, without the consent of any Holder, any amendment, waiver or consent agreed to by the Credit Agent or the holders of First Lien Obligations under any provision of any of the 

  

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security documents granting the first-priority Lien on any Collateral to secure the First Lien Obligations will automatically apply to the comparable
provision of the comparable Security Document entered into in connection with the Securities; provided, however, that, if any such amendment, waiver or consent could reasonably be expected to be adverse to the Holders or the interest
of the Holders in the Collateral, such amendment, waiver or consent will not be applicable to the Security Documents entered into in connection with the Securities as provided above unless First Lien Obligations (including commitments in respect
thereof to the extent that such commitments are subject only to reasonable and customary funding conditions and are then available to be funded at the election of the Company) of no less than $30.0 million secured by the first-priority Liens on the
Collateral are then outstanding. Notwithstanding the foregoing, no such amendment, waiver or consent may have the effect of releasing any Collateral, except to the extent described in Section 11.03. 
  
 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 Subsidiary
Guarantors and the Trustee may amend this Indenture, the Security Documents, the Securities or the Intercreditor Agreement without notice to any Securityholder but with the written consent of the Holders of at least a majority in principal amount of
the Securities then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities). However, without the consent of each 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; 
  

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 (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) impair the right of any Holder to receive payment of principal of and interest on such Holder’s Securities on or after the due
dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Securities; 
  
 (7) make any changes in the ranking or priority of any Security that would adversely affect the Securityholders; 
  
 (8) make any change in Section 6.04 or 6.07 or the second
sentence of this Section; 
  
 (9) make any change
in, or release other than in accordance with this Indenture, any Subsidiary Guaranty that would adversely affect the Securityholders; or 
  
 (10) release any Collateral, except as otherwise provided in this Indenture, the Security Documents or the Intercreditor Agreement.

  
 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 

  

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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 shall be entitled to, 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
shall be entitled to require the Holder of the Security to deliver it to the Trustee. The Trustee shall be entitled to place an appropriate notation on the Security regarding the changed terms and return it to the Holder. Alternatively, if the
Company or the Trustee so determines, the Company in exchange for the Security shall execute 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, in the Trustee’s sole discretion, the amendment does not adversely affect the rights, duties, liabilities or immunities of the
Trustee. If it does, the Trustee shall be entitled to, but need not, sign it. In signing such amendment the Trustee shall be entitled to 

  

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receive indemnity reasonably satisfactory to it and to receive, and (subject to Section 7.01) shall be fully protected in relying upon, an Officers’
Certificate and an Opinion of Counsel stating that such amendment is authorized or permitted by this Indenture. 
  
 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 or the Securities unless such consideration is offered to be
paid to all Holders that so consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or agreement. 
  
 Article 10 
  
 Subsidiary Guaranties 
  
 SECTION 10.01 Guaranties. Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder, to
the Trustee and the Collateral Agent and their respective successors and assigns (a) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all
other monetary obligations of the Company under this Indenture, the Securities and the Security Documents and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture, the
Securities and the Security Documents (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or
in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article 10 notwithstanding any extension or renewal of any Guaranteed Obligation. 
  
 Each Subsidiary Guarantor waives presentation to, demand of, payment from and
protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities or the 

  

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Guaranteed Obligations. The obligations of each Subsidiary 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, the Security Documents 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, the Security Documents 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 Subsidiary Guarantor. 
  
 Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had
by any Holder, the Trustee or the Collateral Agent to any security held for payment of the Guaranteed Obligations. 
  
 Except as expressly set forth in Sections 8.01(b), 10.02 and 10.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any
reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by
reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or
otherwise affected by the failure of any Holder, the Trustee or the Collateral Agent to assert any claim or demand or to enforce any remedy under this Indenture, the Securities, the Security Documents or any other agreement, by any waiver or
modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any
extent vary the risk of such 

  

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Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. 
  
 Each Subsidiary 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 principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the
bankruptcy or reorganization of the Company or otherwise. 
  
 In
furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on
any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Subsidiary Guarantor hereby promises to and shall,
upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (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 Holders and the Trustee. 
  
 Each Subsidiary Guarantor 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 Subsidiary Guarantor’s Subsidiary 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 Subsidiary Guarantor for the purposes of this Section. 
  
 Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any
Holder in enforcing any rights under this Section. 
  

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 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 Subsidiary Guarantor shall not exceed the maximum amount that can be hereby guaranteed without rendering this Indenture, as it relates to such
Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. 
  
 SECTION 10.03 Successors and Assigns. This Article 10 shall be binding upon each Subsidiary Guarantor and its
successors and assigns and shall inure to the benefit of the successors and assigns of the Trustee, the Collateral Agent and the Holders and, in the event of any transfer or assignment of rights by any Holder, the Trustee or the Collateral Agent,
the rights and privileges conferred upon that party in this Indenture, the Securities and the Security Documents 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 any of 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 Subsidiary Guarantor therefrom, shall in any event be effective unless the same shall be in
writing and signed by the Trustee, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on any Subsidiary Guarantor in any case shall entitle such Subsidiary
Guarantor to any other or further notice or demand in the same, similar or other circumstances. 
  

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 SECTION 10.06 Release of Subsidiary Guarantor. A Subsidiary Guarantor shall be released from its
obligations under this Article 10 (other than any obligation that shall have arisen under Section 10.07): 
  
 (1) upon the sale (including any sale pursuant to any exercise of remedies by a holder of Indebtedness of the Company or of such
Subsidiary Guarantor) or other disposition (including by way of consolidation or merger) of a Subsidiary Guarantor; 
  
 (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 unless any of the Collateral is then owned by such Subsidiary Guarantor; 
  
 (4) at such time as such Subsidiary Guarantor does not have any Obligations outstanding that required such Subsidiary Guarantor to enter
into a Guaranty Agreement pursuant to clause (ii) of Section 4.12, and the Company provides an Officer’s Certificate to the Trustee certifying that no such Indebtedness is outstanding and that the Company elects to have such Subsidiary
Guarantor released; or 
  
 (5) upon defeasance of
the Securities or discharge of this Indenture pursuant to Article 8; 
  
 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, (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 shall comply with its obligations under Section 4.06. At the instruction and expense 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 

  

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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 
  
 Security Documents 
  
 SECTION 11.01 Collateral
and Security Documents. The due and punctual payment of the principal of and interest (including Additional Interest, if any) on the Securities when and as the same shall be due and payable, whether on an interest payment date, at maturity, by
acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (including Additional Interest, if any) on the Securities and performance of all other Security Obligations of the Company and the Subsidiary
Guarantors to the Securityholders, the Trustee or the Collateral Agent under this Indenture, the Securities and the Security Documents, according to the terms hereunder or thereunder, are secured as provided in the Security Documents, which define
the terms of the Liens that secure the Security Obligations, subject to the terms of the Intercreditor Agreement. The Trustee, the Company and the Subsidiary Guarantors hereby acknowledge and agree that the Trustee or the Collateral Agent, as the
case may be, holds the Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to the terms of the Security Documents. Each Holder, by accepting a Security, consents and agrees to the terms of the Security Documents
(including the provisions providing for foreclosure and release of Collateral) and the Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture, and authorizes and
directs the Trustee and Collateral Agent to enter into the Security Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith; provided, however, that if any of
the provisions of the Security Documents or the Intercreditor Agreement limit, qualify or conflict with the duties imposed by the provisions of the TIA, or if any of the provisions of the Intercreditor Agreement conflict with the duties imposed by
the provisions of the TIA, the TIA shall control. The Company shall deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all 

  

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documents delivered to the Collateral Agent pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required
by the next sentence of this Section 11.01, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted,
so as to render the same available for the security and benefit of this Indenture and of the Securities secured hereby, according to the intent and purposes herein expressed. The Company shall take, and shall cause its Subsidiaries to take, any and
all actions reasonably required to cause the Security Documents to create and maintain, as security for the Security Obligations of the Company and the Subsidiary Guarantors hereunder, a valid and enforceable perfected Lien and security interest in
and on all of the Collateral (subject to the terms of the Intercreditor Agreement), in favor of the Collateral Agent for the benefit of the Trustee and the Holders, second in priority to any and all security interests at any time granted in the
Collateral to secure the First Lien Obligations. 
  
 SECTION 11.02
Recordings and Opinions. (a) The Company and the Subsidiary Guarantors shall furnish to the Collateral Agent and the Trustee (if the Trustee is not then the Collateral Agent) on or before June 15 in each year beginning with June 15, 2004, an
Opinion of Counsel dated as of such date, either: 
  
 (1) to the effect that, in the opinion of such counsel, such action has been taken with respect to the recordings, registerings, filings, re-recordings, re-registerings and re-filings of this Indenture, the Security Documents and all
financing statements, continuation statements or other instruments of further assurance as is necessary to maintain and perfect the Lien of this Indenture or any Security Documents in the Collateral and reciting with respect to the security
interests in such Collateral the details of such action or referencing to prior Opinions of Counsel in which such details are given, and stating that all financing statements and continuation statements have been executed and filed that are
necessary fully to preserve and protect the rights of the Holders and the Trustee hereunder and 

  

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under the Security Documents with respect to such Lien; or 
  
 (2) to the effect that, in the opinion of such counsel, no such action is necessary to maintain and perfect such Lien. 
  
 (b) The Company and the Subsidiary Guarantors will otherwise comply with the
provisions of TIA § 314(b) and (d). 
  
 SECTION 11.03
Release of Collateral. (a) Subject to subsections (b) and (c) of this Section 11.03, Collateral may be released from the Lien and security interest created by the Security Documents at any time or from time to time in accordance with the
provisions of the Security Documents, the Intercreditor Agreement or as provided hereby. Upon the request of the Company pursuant to an Officer’s Certificate certifying that all conditions precedent hereunder have been met, the Company and the
Subsidiary Guarantors shall be entitled to a release of assets included in the Collateral from the Liens securing the Securities and the Subsidiary Guarantees and the Collateral Agent and the Trustee (if the Trustee is not then the Collateral Agent)
shall release the same from such Liens at the Company’s sole cost and expense, under one or more of the following circumstances: 
  
 (1) if all other Liens on that asset securing First Lien Obligations (including all commitments thereunder) are released; provided,
however, that after giving effect to the release First Lien Obligations (including commitments in respect thereof to the extent that such commitments are subject only to reasonable and customary funding conditions and are then available to be
funded at the election of the Company) of no less than $30.0 million secured by the first-priority Liens on the remaining Collateral remain outstanding; 
  
 (2) to enable the Company or any Subsidiary Guarantor to sell, exchange or otherwise dispose of any of the Collateral as permitted or not
prohibited under Section 4.06; 
  
 (3) if the
Company provides substitute collateral with at least an equivalent fair value, as determined in good faith by the Board of Directors; 
  

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 (4) if any Subsidiary that is a Subsidiary Guarantor is released from its Subsidiary
Guaranty in accordance with this Indenture, that Subsidiary’s assets shall also be released; or 
  
 (5) pursuant to an amendment or waiver in accordance with Article 9 of this Indenture. 
  
 Upon receipt of such Officers’ Certificate and any necessary or proper
instruments of termination, discharge, satisfaction or release prepared by the Company, the Trustee or Collateral Agent, as appropriate, shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral
permitted to be released pursuant to this Indenture or the Security Documents. 
  
 (b) Except as otherwise provided in the Intercreditor Agreement, no Collateral may be released from the Lien and security interest created by the Security Documents and this Indenture unless the Officers’
Certificate required by this Section 11.03, dated not more than 30 days prior to the date of the application for such release, has been delivered to the Collateral Agent and the Trustee (if the Trustee is not then the Collateral Agent). 

 
 (c) At any time when a Default or Event of Default has occurred and is
continuing and the maturity of the Securities has been accelerated (whether by declaration or otherwise) and the Trustee (if not then the Collateral Agent) has delivered a notice of acceleration to the Collateral Agent, no release of Collateral
pursuant to the provisions of this Indenture or the Security Documents will be effective as against the Holders, except as otherwise provided in the Intercreditor Agreement. 
  
 SECTION 11.04 Permitted Releases Not To Impair Lien; Trust Indenture Act Requirements. The release of any Collateral
from the terms hereof and of the Security Documents or the release of, in whole or in part, the Liens created by the Security Documents, shall not be deemed to impair the Lien on the Collateral in contravention of the provisions hereof if and to the
extent the Collateral or Liens are released pursuant to the applicable Security Documents and pursuant to the terms of this Article 11. The Trustee and each of the Holders acknowledge that a release of Collateral or a Lien strictly in accordance
with the terms of the Security Documents and of this Article 11 

  

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shall not be deemed for any purpose to be an impairment of the Lien on the Collateral in contravention of the terms of this Indenture. To the extent
applicable, the Company and each obligor on the Securities shall cause TIA § 313(b), relating to reports, and TIA § 314(d), relating to the release of property or securities from the Lien hereof and of the Security Documents, to be
complied with. Any certificate or opinion required by § 314(d) of the TIA may be made by an officer of the Company, except in cases which § 314(d) of the TIA requires that such certificate or opinion be made by an independent person, which
person shall be an independent engineer, appraiser or other expert selected or approved by the Trustee and the Collateral Agent in the exercise of reasonable care. 
  
 SECTION 11.05 Certificates to the Trustee. In the event that the Company wishes to release Collateral in accordance
with this Indenture and the Security Documents at a time when the Trustee is not itself also the Collateral Agent and the Company has delivered the certificates and documents required by the Security Documents and Section 11.03 hereof, the Company
shall determine whether it has sent to the Trustee all documentation required by TIA § 314(d) in connection with such release and, based on such determination, shall deliver a certificate to the Collateral Agent, with a copy to the Trustee,
setting forth such determination. 
  
 SECTION 11.06 Suits To
Protect the Collateral. Subject to the provisions of Article 7 hereof and the Intercreditor Agreement, the Trustee in its sole discretion and without the consent of the Holders, on behalf of the Holders, shall be entitled to, or shall be
entitled to direct the Collateral Agent to, take all actions it deems necessary or appropriate in order to: 
  
 (a) enforce any of the terms of the Security Documents; and 
  
 (b) collect and receive any and all amounts payable in respect of the Security Obligations of the Company
hereunder. 
  
 Subject to the provisions of the Security Documents
and the Intercreditor Agreement, the Trustee shall have power to institute and to maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts which shall be 

  

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unlawful or in violation of any of the Security Documents or this Indenture, and such suits and proceedings as the Trustee, in its sole discretion, shall
deem expedient to preserve or protect its interests and the interests of the Holders in the Collateral (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other
governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the Lien on the Collateral or be prejudicial to the interests of the
Holders or the Trustee). 
  
 SECTION 11.07 Authorization of
Receipt of Funds by the Trustee Under the Security Documents. Subject to the provisions of the Intercreditor Agreement, the Trustee shall be entitled to receive any funds for the benefit of the Holders distributed under the Security Documents,
and to make further distributions of such funds to the Holders according to the provisions of this Indenture. 
  
 SECTION 11.08 Purchaser Protected. In no event shall any purchaser in good faith of any property purported to be released hereunder be bound to
ascertain the authority of the Collateral Agent or the Trustee to execute the release or to inquire as to the satisfaction of any conditions required by the provisions hereof for the exercise of such authority or to see to the application of any
consideration given by such purchaser or other transferee; nor shall any purchaser or other transferee of any property or rights permitted by this Article 11 to be sold be under any obligation to ascertain or inquire into the authority of the
Company or the applicable Subsidiary Guarantor to make any such sale or other transfer. 
  
 SECTION 11.09 Powers Exercisable by Receiver or Trustee. In case the Collateral shall be in the possession of a receiver or trustee, lawfully appointed, the powers conferred in this Article 11 upon the Company
or a Subsidiary Guarantor with respect to the release, sale or other disposition of such property may be exercised by such receiver or trustee, and an instrument signed by such receiver or trustee shall be deemed the equivalent of any similar
instrument of the Company or a Subsidiary Guarantor or of any officer or officers thereof required by the provisions of this Article 11; and if the Trustee or the Collateral Agent shall be in the possession of the Collateral under any provision of
this Indenture or the 

  

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Security Documents, then such powers may be exercised by the Trustee. 
  
 SECTION 11.10 Release upon Termination of the Company’s Obligations. In the event that the Company delivers to
the Trustee, in form and substance reasonably acceptable to it, an Officers’ Certificate certifying that all the obligations under this Indenture, the Securities and the Security Documents have been satisfied and discharged by complying with
the provisions of Article 8 and Section 7.07 or by the payment in full of the Company’s obligations under the Securities, this Indenture and the Security Documents, and all such obligations have been so satisfied, the Trustee shall deliver to
the Company and the Collateral Agent a notice stating that the Trustee, on behalf of the Holders, disclaims and gives up any and all rights it has in or to the Collateral (other than with respect to funds held by the Trustee pursuant to Article 8),
and any rights it has under the Security Documents, and upon receipt by the Collateral Agent of such notice, the Collateral Agent shall be deemed not to hold a Lien in the Collateral on behalf of the Trustee. 
  
 SECTION 11.11 Collateral Agent. 
  
 (a) The Trustee is hereby appointed to act as initial Collateral Agent, and
hereby accepts such appointment, and is hereby authorized to appoint co-Collateral Agents as necessary in its sole discretion. Except as otherwise explicitly provided herein or in the Security Documents or the Intercreditor Agreement, neither the
Collateral Agent nor any of its respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or
otherwise dispose of any Collateral upon the request of any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The Collateral Agent shall be accountable only for amounts that it actually receives
as a result of the exercise of such powers, and neither the Collateral Agent nor any of its officers, directors, employees or agents shall be responsible for any act or failure to act hereunder, except for its own willful misconduct, negligence or
bad faith. 
  
 (b) The Trustee, as Collateral Agent, is hereby
authorized and directed to (i) enter into the Security 

  

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Documents, (ii) enter into the Intercreditor Agreement, (iii) bind the Holders on the terms as set forth in the Security Documents and the Intercreditor
Agreement and (iv) perform and observe its obligations under the Security Documents and the Intercreditor Agreement. 
  
 (c) If the Company (i) Incurs First Lien Obligations at any time when no intercreditor agreement is in effect or at any time when Indebtedness
constituting First Lien Obligations entitled to the benefit of an existing intercreditor agreement is concurrently retired, and (ii) delivers to the Collateral Agent an Officers’ Certificate so stating and requesting the Collateral Agent to
enter into an intercreditor agreement in favor of a designated agent or representative for the holders of the Indebtedness so incurred, the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement
substantially similar to the Intercreditor Agreement, bind the Holders on the terms set forth therein, and perform and observe its obligations thereunder. 
  
 SECTION 11.12 Designations. Except as provided in the next sentence, for purposes of the provisions hereof and the Intercreditor Agreement
requiring the Company to designate Indebtedness for the purposes of the term “First Lien Indebtedness” or any other such designations hereunder or under the Intercreditor Agreement, any such designation shall be sufficient if the relevant
designation is set forth in writing, signed on behalf of the Company by an Officer and delivered to the Trustee, the Collateral Agent and the Credit Agent. For all purposes hereof and the Intercreditor Agreement, the Company hereby designates the
Obligations pursuant to the Credit Agreement as in effect on the Issue Date as “First Lien Indebtedness.” 
  
 Article 12 
  
 Application of Trust Moneys 
  
 SECTION 12.01 “Trust Moneys” Defined. All cash or cash equivalents received by the Trustee or the Collateral Agent on behalf of the Trustee, in each case, consistent with and not in contravention of the Intercreditor
Agreement: 
  
 (1) upon the release of Collateral
from the Lien of this Indenture and the Security Documents, 

  

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including all moneys received in respect of the principal of all purchase money, governmental and other obligations; 
  
 (2) as compensation for, or proceeds of sale of, any part of
the Collateral taken by eminent domain or purchased by, or sold pursuant to an order of, a governmental authority or otherwise disposed of; or 
  
 (3) as proceeds of insurance upon any part of the Collateral (other than any liability insurance proceeds payable to the Trustee or the
Collateral Agent for any loss, liability or expense incurred by it); 
  
 (all such
moneys being herein sometimes called “Trust Moneys”), shall be held by the Trustee (or the Collateral Agent as the agent of the Trustee) for the benefit of the Holders of Securities as a part of the Collateral, shall be held in United
States dollars or U.S. dollar denominated obligations, and, upon any entry upon or sale of the Collateral or any part thereof pursuant to Article 6 hereof or the Security Documents, in each case, subject to the Intercreditor Agreement, said Trust
Moneys shall be applied, subject to the Intercreditor Agreement, in accordance with the Security Documents; but, prior to any such entry or sale, all or any part of the Trust Moneys may be withdrawn, and shall be released, paid or applied by the
Trustee or the Collateral Agent, as appropriate, from time to time as provided in Sections 12.02 to 12.05, inclusive, and may be applied by the Trustee as provided in Section 12.07(b). 
  
 SECTION 12.02 Retirement of Securities. Subject to the terms of the Intercreditor Agreement, the Trustee shall, or
shall direct, as appropriate, the Collateral Agent to deliver to the Trustee Trust Moneys to, apply Trust Moneys from time to time to the payment of the principal of and interest on any Securities, at final maturity or to the redemption thereof or
the purchase thereof upon tender or in the open market or at private sale or upon any exchange or in any one or more of such ways, including pursuant to a redemption under Article 3 or a required purchase pursuant to Section 4.06 or 4.09, as the
Company shall request, upon receipt by the Trustee of the following: 
  
 (1) a resolution of the Board of Directors directing the application pursuant to this Section of a specified amount of Trust Moneys (denominated in U.S. dollars) and in case any such moneys are to be applied to
payment, designating any Securities so to be paid and, in case any such moneys are to be applied to the purchase of any Securities, prescribing the method of purchase, the price or prices to be paid and the maximum principal amount of any Securities
to be purchased and any other provisions of this Indenture governing such purchase; 
  

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 (2) additional cash (denominated in U.S. dollars) to the extent necessary to fund the
entire payment amount or purchase price, which cash shall be held by the Trustee in trust for such purpose; 
  
 (3) an Officers’ Certificate, dated not more than five days prior to the date of the relevant application, stating 
  
 (A) that no Default exists; and 
  
 (B) that all conditions precedent and covenants herein
provided for relating to such application of Trust Moneys have been complied with; and 
  
 (4) an Opinion of Counsel stating that the documents and the cash or cash equivalents, if any, which have been or are therewith delivered
to and deposited with the Trustee conform to the requirements of this Indenture and that all conditions precedent herein provided for relating to such application of Trust Moneys have been complied with. 
  
 Upon compliance with the foregoing provisions of this Section, the Trustee
shall apply Trust Moneys available therefor as directed and specified by such resolution, up to, but not exceeding, the principal amount, plus accrued interest and premiums, if any, of the Securities to be so paid, redeemed or purchased. 

 
 A resolution of the Board of Directors expressed to be irrevocable
directing the application of Trust Moneys under this Section to the payment of the principal of particular Securities shall for all purposes of this Indenture be deemed the equivalent of the deposit of money 

  

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with the Trustee in trust for such purpose. Such Trust Moneys and any cash deposited with the Trustee pursuant to subsection (2) of this Section shall not,
after compliance with the foregoing provisions of this Section, be deemed to be part of the Collateral or Trust Moneys. 
  
 SECTION 12.03 Withdrawals of Insurance Proceeds and Condemnation Awards. (a) To the extent that any Trust Moneys consist of either (i) the proceeds
of insurance upon any part of the Collateral or (ii) any award for or the proceeds from any of the Collateral being taken by eminent domain, expropriation or other similar governmental taking or a requisition for title or sold pursuant to the
exercise by any governmental authority of any right which it may then have to purchase, or to designate a purchaser or to order a sale of any part of the Collateral, such Trust Moneys may be withdrawn by the Company or the applicable Subsidiary
Guarantor and shall be paid by the Trustee or the Collateral Agent upon a written instruction by the Company to the Trustee by the proper officer or officers of the Company or the applicable Subsidiary Guarantor to reimburse the Company or the
applicable Subsidiary Guarantor for expenditures made, or to pay costs incurred, by the Company or the applicable Subsidiary Guarantor to repair, rebuild or replace the property destroyed, damaged or taken upon receipt by the Trustee of the
following: 
  
 (1) an Officers’ Certificate
dated not more than 30 days prior to the date of the application for the withdrawal and payment of such Trust Moneys, setting forth: 
  
 (A) that expenditures have been made, or costs incurred, or will be incurred simultaneous with such withdrawal of Trust Moneys, by the
Company or the applicable Subsidiary Guarantor in a specified amount for the purpose of making certain repairs, rebuildings and replacements of the Collateral, which shall be briefly described; 
  
 (B) that no part of such expenditures, in any previous or
then pending application, has been or is being made the basis for the withdrawal of any Trust Moneys pursuant to this Section 12.03; 
  
 (C) that no part of such expenditures or costs has been paid out of either the proceeds of insurance upon any part of the Collateral not


  

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required to be paid to the Trustee or the Collateral Agent, as appropriate, under the Security Documents or any award for or the proceeds from any of the
Collateral being taken not required to be paid to the Trustee or the Collateral Agent, as appropriate, under the Security Documents, as the case may be; 
  
 (D) that there is no outstanding indebtedness or other obligation, other than costs for which payment is being requested, known to the
Company, after due inquiry, for the purchase price or construction of such repairs, rebuildings or replacements, or for labor, wages, materials or supplies in connection with the making thereof, which, if unpaid, might become the basis of a
vendor’s, mechanics’, laborer’s, materialmen’s, statutory or other similar Lien upon any of such repairs, rebuildings or replacement, which Lien might, in the opinion of the signers of such certificate, materially impair the
security afforded by such repairs, rebuildings or replacement; and 
  
 (E) that no Default or Event of Default shall have occurred and be continuing. 
  
 (b) To the extent applicable, in connection with any withdrawal of Trust Moneys pursuant to Section 12.03(a), the Company and each obligor shall cause
§ 314 of the TIA relating to the release of property or securities from the Lien hereof and of the Security Documents to be complied with. Any certificate or opinion required by § 314 of the TIA may be made by an officer of the Company,
except in cases in which the TIA requires that such certificate or opinion be made by an independent person. 
  
 (c) Upon compliance with the foregoing provisions of this Section, the Trustee shall pay on Company request an amount of Trust Moneys of the character
aforesaid equal to the amount of the expenditures or costs stated in the Officers’ Certificate required by paragraph (A) of subsection (1) of Section 12.03(a). Subject to the Intercreditor Agreement, unless the Collateral Agent and Trustee
shall otherwise agree, all insurance relating to the Collateral must name the Collateral Agent and Trustee as an insured, but without liability for premiums, calls or assessments, and all 

  

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amounts of whatsoever nature payable under any insurance (to the extent covering the Collateral) must be payable to the Collateral Agent and Trustee for
distribution, first to itself and thereafter to the Company or the relevant Subsidiary Guarantor, as owner of such Collateral or others as their interests may appear. All amounts payable under any insurance with respect to Collateral involving any
damage to Collateral not constituting an actual or constructive or an agreed or compromised total loss, the insurers may pay directly for the repair, salvage or other charges involved or, if the Company or the relevant Subsidiary Guarantor shall
have first fully repaired the damage or paid all of the salvage or other charges, may pay the Company or the relevant Subsidiary Guarantor as reimbursement therefor; provided, however, that if such amounts (including any franchise or
deductible) are in excess of $1,000,000, the insurers shall, subject to the Intercreditor Agreement, make such payment to the Collateral Agent. Subject to the Intercreditor Agreement, all payments of insurance in respect of Collateral shall be made
to the Collateral Agent if an Event of Default shall have occurred or any event which with the giving of notice or the lapse of time, or both, would constitute an Event of Default. 
  
 SECTION 12.04 Powers Exercisable Notwithstanding Event of Default. Subject to the Intercreditor Agreement, in case an
Event of Default shall have occurred and shall be continuing, the Company, while in possession of the Collateral (other than cash, cash equivalents, securities and other personal property held by, or required to be deposited or pledged with, the
Trustee hereunder or under the Security Documents), may do any of the things enumerated in Sections 12.02 and 12.03 if the Trustee in its discretion, or the Holders of a majority in aggregate principal amount of the outstanding Securities, by
appropriate action of such Holders, shall consent to such action, in which event any certificate filed under any of such Sections shall omit the statement to the effect that no Event of Default has occurred and is continuing. This Section 12.04
shall not apply, however, during the continuance of an Event of Default of the type specified in Section 6.01(1) or 6.01(2). 
  
 SECTION 12.05 Powers Exercisable by Trustee or Receiver. Subject to the Intercreditor Agreement, in case the Collateral (other than any cash, cash
equivalents, 

  

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securities and other personal property held by, or required to be deposited or pledged with, the Trustee or the Collateral Agent hereunder or under the
Security Documents) shall be in the possession of a receiver or trustee lawfully appointed, the powers hereinbefore in this Article 12 conferred upon the Company and the Subsidiary Guarantors with respect to the withdrawal or application of Trust
Moneys may be exercised by such receiver or trustee, in which case a certificate signed by such receiver or trustee shall be deemed the equivalent of any Officers’ Certificate required by this Article 12. If the Trustee or the Collateral Agent
shall be in possession of any of the Collateral hereunder or under the Security Documents, such powers may be exercised by the Trustee or the Collateral Agent, as applicable, in its sole discretion. 
  
 SECTION 12.06 Disposition of Securities Retired. All Securities
received by the Trustee and for whose purchase Trust Moneys are applied under this Article 12, if not otherwise canceled, shall be promptly canceled and destroyed by the Trustee in accordance with its customary practice. 
  
 SECTION 12.07 Investment and Use of Trust Moneys. (a) Subject to the
Intercreditor Agreement, all or any part of any Trust Moneys held by the Trustee hereunder (except such as may be held for the account of any particular Securities) or by the Collateral Agent on behalf of the Trustee, shall from time to time at the
written direction of the Company be invested or reinvested in Temporary Cash Investments. Unless a Default occurs and is continuing, any interest on such Temporary Cash Investments (in excess of any accrued interest paid at the time of purchase)
which may be received by the Trustee or the Collateral Agent, as appropriate, shall be paid periodically to the Company upon their instruction. Such Temporary Cash Investments shall be held by the Trustee as a part of the Collateral, subject to the
same provisions hereof as the cash used by it to purchase such cash equivalents. The Trustee shall not be liable or responsible for any loss resulting from such investments or sales except only for its own negligent action, its own negligent failure
to act or its own willful misconduct in complying with this Section 12.07. 
  
 (b) If the Company or any Subsidiary Guarantor shall fail to perform any of its covenants in this Indenture or under any Security Document, the Trustee may 

  

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(but shall not be required to), or direct the Collateral Agent to, at any time and from time to time, use, apply and advance any Trust Moneys held by it
under this Article 12 or make advances to effect performance of any such covenant on behalf of the Company or such Subsidiary Guarantor as contemplated by this Indenture or the Security Documents; provided, however, that the Trustee or
the Collateral Agent, as appropriate, shall not be required to make any such advances from its own funds; provided further, however, that all moneys so used or advanced by the Trustee, together (in the case of funds advanced by
the Trustee) with interest at the rate borne by the Securities shall be repaid by the Company or the applicable Subsidiary Guarantor upon demand and such advances shall be secured under the Security Documents prior to the Securities. For repayment
of all such advances the Trustee shall have the right to use and apply any Trust Moneys at any time held by it under Article 12, but no such use of Trust Moneys or advance shall relieve the Company or such Subsidiary Guarantor from any Default.

  
 Article 13 
  
 Miscellaneous 
  
 SECTION 13.01 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 13.02 Notices. Any notice or communication shall be in writing and delivered in person or mailed by
first-class mail addressed as follows: 
  
 if to
the Company or any Subsidiary Guarantor: 
  
 Koppers Inc. 
 436 Seventh Avenue 
 Pittsburgh, Pennsylvania 15219-1900 
 Attention: Vice President, Law and Human Resources 
  
 with a copy to: 
  
 Cahill Gordon & Reindel LLP 
 80 Pine Street 
 New York, New York 10005 
 Attention: Richard Farley, Esq. 
  

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 if to the Trustee: 
  
 JPMorgan Chase Bank 
 4 New York Plaza 
 15th Floor 
 New York, New York 10004 
 Attention: Institutional Trust Services 
  
 The Company, any Subsidiary Guarantor or the Trustee by notice to the others
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 13.03 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 Subsidiary Guarantor, the Trustee, the
Registrar and anyone else shall have the protection of TIA § 312(c). 
  
 SECTION 13.04 Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take 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 

  

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Indenture relating to the proposed action have been complied with; and 
  
 (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 13.05 Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a covenant or condition provided for in this Indenture 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 13.06 When Securities Disregarded. In determining whether the
Holders of the required principal amount of Securities have concurred in any direction, waiver or consent, Securities owned by the Company 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 13.07 Rules by Trustee, Paying Agent and Registrar. The Trustee may make reasonable rules for 

  

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action by or a meeting of Securityholders. The Registrar and the Paying Agent may make reasonable rules for their functions. 
  
 SECTION 13.08 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 13.09 Governing Law. This Indenture and the Securities shall
be governed by, and construed in accordance with, the laws of the State of New York. 
  
 SECTION 13.10 No Recourse Against Others. A director, officer, employee or stockholder, as such, of the Company or any Subsidiary Guarantor shall not have any liability for any obligations of the Company under
the Securities or this Indenture or of such Subsidiary Guarantor under its Subsidiary Guarantee, the Security Documents or this Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a
Security, each 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 13.11 Successors. All agreements of the Company in this Indenture and the Securities shall bind its
successors. All agreements of the Subsidiary Guarantors in this Indenture shall bind their respective successors. All agreements of the Trustee in this Indenture shall bind its successors. 
  
 SECTION 13.12 Multiple Originals. The parties may sign any number of
copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Indenture. 
  
 SECTION 13.13 Table of Contents; Headings. The table of contents, cross-reference sheet and headings of the Articles
and Sections of this Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof. 
  

 125 








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

	KOPPERS INC.,
			
	 	 	By	 	  


	 	 	 	 	 Name:
 Title:



  

	 WORLD-WIDE VENTURES
 CORPORATION,

			
	 	 	By	 	  


	 	 	 	 	 Name:
 Title:



  

	 KOPPERS CONCRETE PRODUCTS,
 INC.,

			
	 	 	By	 	  


	 	 	 	 	 Name:
 Title:



  

	 KOPPERS INDUSTRIES OF
 DELAWARE,
INC.,

			
	 	 	By	 	  


	 	 	 	 	 Name:
 Title:



  

	CONCRETE PARTNERS, INC.,
			
	 	 	By	 	  


	 	 	 	 	 Name:
 Title:



  

 126 









	KOPPERS REDEMPTION, INC.,
			
	 	 	By	 	  


	 	 	 	 	 Name:
 Title:



  

	 KOPPERS INVESTMENT SUBSIDIARY
 PTY LTD,

			
	 	 	By	 	  


	 	 	 	 	 Name:
 Title:



  

	KOPPERS AUSTRALIA PTY LTD,
			
	 	 	By	 	  


	 	 	 	 	 Name:
 Title:



  

	 KOPPERS WOOD PRODUCTS PTY
 LTD,

			
	 	 	By	 	  


	 	 	 	 	 Name:
 Title:



  

	 KOPPERS CARBON MATERIAL &
 CHEMICALS PTY LTD,

			
	 	 	By	 	  


	 	 	 	 	 Name:
 Title:



  

 127 









	 CONTINENTAL CARBON AUSTRALIA
 PTY
LTD,

			
	 	 	By	 	  


	 	 	 	 	 Name:
 Title:



  

	KOPPERS SHIPPING PTY LTD,
			
	 	 	By	 	  


	 	 	 	 	 Name:
 Title:



  

	 KOPPERS AUSTRALIA HOLDING
 COMPANY PTY LTD,

			
	 	 	By	 	  


	 	 	 	 	 Name:
 Title:



  

	JPMORGAN CHASE BANK,
			
	 	 	By	 	  


	 	 	 	 	 Name:
 Title:



  

 128 








 PROVISIONS RELATING TO INITIAL SECURITIES, 
 PRIVATE EXCHANGE SECURITIES AND EXCHANGE SECURITIES 
  

	1.	Definitions 

  
 1.1 Definitions 
  
 For the purposes of this Appendix the following terms shall have the meanings indicated below: 
  
 “Applicable Procedures” means, with respect to any transfer or
transaction involving a Temporary Regulation S Global Security or beneficial interest therein, the rules and procedures of the Depository for such a Temporary Regulation S Global Security, to the extent applicable to such transaction and as in
effect from time to time. 
  
 “Definitive Security”
means a certificated Initial Security or Exchange Security or Private Exchange Security bearing, if required, the appropriate restricted securities legend set forth in Section 2.3(e). 
  
 “Depository” means The Depository Trust Company, its nominees and their respective successors. 
  
 “Distribution Compliance Period”, with respect to any Securities,
means the period of 40 consecutive days beginning on and including the later of (i) the day on which such Securities are first offered to Persons other than distributors (as defined in Regulation S under the Securities Act) in reliance on Regulation
S and (ii) the issue date with respect to such Securities. 
  
 “Exchange Securities” means (1) the 9 7/8% Senior Secured Notes Due 2013 issued pursuant to
the Indenture in connection with a Registered Exchange Offer pursuant to a Registration Rights Agreement and (2) Additional Securities, if any, offered and sold by the Company pursuant to a registration statement filed with the Commission under the
Securities Act. 
  
 “IAI” means an institutional
“accredited investor,” as defined in Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act. 
  









 “Initial Purchasers” means (1) with respect to the Initial Securities issued on the Issue Date,
Credit Suisse First Boston LLC, Deutsche Bank Securities Inc., UBS Securities LLC, PNC Capital Markets, Inc., NatCity Investments, Inc., Fleet Securities, Inc., The Royal Bank of Scotland plc and Wachovia Securities, Inc. and (2) with respect to
each issuance of Additional Securities, the Persons purchasing or underwriting such Additional Securities under the related Purchase Agreement. 
  
 “Initial Securities” means (1) $320,000,000 aggregate principal amount of 9 7/8% Senior Secured Notes Due 2013 issued on the Issue Date and (2) Additional Securities, if any, offered and sold by the Company in a transaction exempt from the registration
requirements of the Securities Act. 
  
 “Private
Exchange” means the offer by the Company, pursuant to a Registration Rights Agreement, to the Initial Purchasers to issue and deliver to each such Initial Purchaser, in exchange for the Initial Securities held by such Initial Purchaser as part
of the initial distribution of such Initial Securities, a like aggregate principal amount of Private Exchange Securities. 
  
 “Private Exchange Securities” means any 9 7/8% Senior Secured Notes Due 2013 issued in connection with a Private Exchange. 
  
 “Purchase Agreement” means (1) with respect to the Initial Securities issued on the Issue Date, the Purchase Agreement dated September 30, 2003,
among the Company, the Subsidiary Guarantors and the Initial Purchasers and (2) with respect to each issuance of Additional Securities, the purchase agreement or underwriting agreement among the Company, the Subsidiary Guarantors and the Persons
purchasing or underwriting such Additional Securities. 
  
 “QIB” means a “qualified institutional buyer” as defined in Rule 144A. 
  
 “Registered Exchange Offer” means the offer by the Company, pursuant to a Registration Rights Agreement, to certain Holders of Initial
Securities, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of Exchange Securities registered under the Securities Act. 
  

 2 








 “Registration Rights Agreement” means (1) with respect to the Initial Securities issued on the
Issue Date, the Registration Rights Agreement dated September 30, 2003 among the Company, the Subsidiary Guarantors and the Initial Purchasers and (2) with respect to each issuance of Additional Securities issued in a transaction exempt from the
registration requirements of the Securities Act, the registration rights agreement, if any, among the Company, the Subsidiary Guarantors and the Persons purchasing such Additional Securities under the related Purchase Agreement. 
  
 “Rule 144A Securities” means all Securities offered and sold to
QIBs in reliance on Rule 144A. 
  
 “Securities” means
the Initial Securities, the Exchange Securities and the Private Exchange Securities, treated as a single class under the Indenture. 
  
 “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. 
  
 “Shelf Registration
Statement” means the registration statement issued by the Company in connection with the offer and sale of Initial Securities or Private Exchange Securities pursuant to a Registration Rights Agreement. 
  
 “Transfer Restricted Securities” means Securities that bear or are
required to bear a legend relating to restrictions on transfer relating to the Securities Act set forth in Section 2.3(e). 
  

 3 








 1.2 Other Definitions 
  

	 Term

	  	Defined in
Section:


	 Agent Members
	  	2.1(b)
	 Global Securities
	  	2.1(a)
	 IAI Global Security
	  	2.1(a)
	 Permanent Regulation S Global Security
	  	2.1(a)
	 Regulation S
	  	2.1(a)
	 Regulation S Global Security
	  	2.1(a)
	 Rule 144A
	  	2.1(a)
	 Rule 144A Global Security
	  	2.1(a)
	 Temporary Regulation S Global Security
	  	2.1(a)

  

	2.	The Securities 

  
 2.1 (a) Form and Dating. The Initial Securities will be offered and sold by the Company pursuant to a Purchase Agreement. The Initial Securities
will be resold initially only to (i) QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”) and (ii) Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S under the Securities Act
(“Regulation S”). Initial Securities may thereafter be transferred to, among others, QIBs, IAIs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Initial Securities initially resold
pursuant to Rule 144A shall be issued initially in the form of one or more permanent global Securities in definitive, fully registered form (collectively, the “Rule 144A Global Security”); Initial Securities initially resold to IAIs shall
be issued initially in the form of one or more permanent global Securities in definitive, fully registered form (collectively, the “IAI Global Security”); and Initial Securities initially resold pursuant to Regulation S shall be issued
initially in the form of one or more temporary global securities in fully registered form (collectively, the “Temporary Regulation S Global Security”), in each case without interest coupons and with the global securities legend and the
applicable restricted securities legend set forth in Exhibit 1 hereto, which shall be deposited on behalf of the purchasers of the Initial Securities represented thereby with the Securities Custodian and registered in the name of the Depository or a
nominee of the Depository, duly executed by the Company and authenticated by the Trustee as provided in this Indenture. 

  

 4 








 
Except as set forth in this Section 2.1(a), beneficial ownership interests in the Temporary Regulation S Global Security will not be exchangeable for
interests in the Rule 144A Global Security, the IAI Global Security, a permanent global security (the “Permanent Regulation S Global Security”, and together with the Temporary Regulation S Global Security, the “Regulation S Global
Security”) or any other Security prior to the expiration of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Security, an IAI Global
Security or the Permanent Regulation S Global Security only upon certification in form reasonably satisfactory to the Trustee that (i) beneficial ownership interests in such Temporary Regulation S Global Security are owned either by non-U.S. persons
or U.S. persons who purchased such interests in a transaction that did not require registration under the Securities Act and (ii) in the case of an exchange for an IAI Global Security, certification that the interest in the Temporary Regulation S
Global Security is being transferred to an institutional “accredited investor” under the Securities Act that is an institutional accredited investor acquiring the securities for its own account or for the account of an institutional
accredited investor. 
  
 Beneficial interests in Temporary
Regulation S Global Securities or IAI Global Securities may be exchanged for interests in Rule 144A Global Securities if (1) such exchange occurs in connection with a transfer of Securities in compliance with Rule 144A and (2) the transferor of the
beneficial interest in the Temporary Regulation S Global Security or the IAI Global Security, as applicable, first delivers to the Trustee a written certificate (in a form satisfactory to the Trustee) to the effect that the beneficial interest in
the Temporary Regulation S Global Security or the IAI Global Security, as applicable, is being transferred to a Person (a) who the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a
transaction meeting the requirements of Rule 144A, and (c) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. 
  
 Beneficial interests in Temporary Regulation S Global Securities and Rule 144A Global Securities may be exchanged for an
interest in IAI Global Securities if 

  

 5 








 
(1) such exchange occurs in connection with a transfer of the securities in compliance with an exemption under the Securities Act and (2) the transferor of
the Regulation S Global Security or Rule 144A Global Security, as applicable, first delivers to the trustee a written certificate (substantially in the form of Exhibit 2) to the effect that (A) the Regulation S Global Security or Rule 144A Global
Security, as applicable, is being transferred (a) to an “accredited investor” within the meaning of 501(a) (1), (2), (3) or (7) under the Securities Act that is an institutional investor acquiring the securities for its own account or for
the account of such an institutional accredited investor, in each case in a minimum principal amount of Securities of $250,000, for investment purposes and not with a view to or for offer or sale in connection with any distribution in violation of
the Securities Act and (B) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. 
  
 Beneficial interests in a Rule 144A Global Security or an IAI Global Security may be transferred to a Person who takes delivery in the form of an interest
in a Regulation S Global Security, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in the Indenture) to the effect that
such transfer is being made in accordance with Rule 903 or 904 of Regulation S or Rule 144 (if applicable). 
  
 The Rule 144A Global Security, the IAI Global Security, the Temporary Regulation S Global Security and the Permanent Regulation S Global Security are
collectively referred to herein as “Global Securities”. The aggregate principal amount of the Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its
nominee as hereinafter provided. 
  
 (b)
Book-Entry Provisions. This Section 2.1(b) shall apply only to a Global Security deposited with or on behalf of the Depository. 
  
 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 

  

 6 








 
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 this 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 Subsidiary Guarantors, the Trustee and any agent of the Company, the Subsidiary Guarantors 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 Subsidiary Guarantors, the Trustee or any agent of the Company, the Subsidiary Guarantors 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 $320,000,000 9 7/8% Senior Secured Notes Due 2013, (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 and (3) Exchange Securities or Private Exchange Securities for issue only in a Registered Exchange Offer
or a Private Exchange, respectively, pursuant to a Registration Rights Agreement, for a like principal amount of Initial 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 

  

 7 








 
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. 
  
 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 

  

	 	(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: 
  
 (i) 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; and 
  
 (ii) if such Definitive Securities are required to bear a restricted securities legend, they are being transferred or exchanged pursuant
to an effective registration statement under the Securities Act, pursuant to Section 2.3(b) or pursuant to clause (A), (B) or (C) below, and are accompanied by the following additional information and documents, as applicable: 
  
 (A) if such Definitive Securities are being delivered to the
Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect; or 
  
 (B) if such Definitive Securities are being transferred to the Company, a certification to that effect; or 
  

 8 








 (C) if such Definitive Securities are being transferred (x) pursuant to an exemption from
registration in accordance with Rule 144A, Regulation S or Rule 144 under the Securities Act; or (y) in reliance upon another exemption from the requirements of the Securities Act: (i) a certification to that effect (in the form set forth on the
reverse of the Security) and (ii) if the Company so requests, an opinion of counsel or other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i). 
  
 (b) Restrictions on Transfer of a Definitive Security for
a Beneficial Interest in a Global Security. A Definitive Security may not be exchanged for a beneficial interest in a Rule 144A Global Security, an IAI Global Security or a Permanent Regulation S 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: 
  
 (i) certification, in the form set forth on the reverse of
the Security, that such Definitive Security is either (A) being transferred to a QIB in accordance with Rule 144A, (B) being transferred to an IAI or (C) being transferred after expiration of the Distribution Compliance Period by a Person who
initially purchased such Security in reliance on Regulation S to a buyer who elects to hold its interest in such Security in the form of a beneficial interest in the Permanent Regulation S Global Security; and 
  
 (ii) written instructions directing the Trustee to make, or
to direct the Securities Custodian to make, an adjustment on its books and records with respect to such Rule 144A Global Security (in the case of a transfer pursuant to clause (b)(i)(A)), IAI Global Security (in the case of a transfer pursuant to
clause (b)(1)(B)) or Permanent Regulation S Global Security (in the case of a transfer pursuant to clause (b)(i)(C)) to reflect an increase in the aggregate principal amount of the Securities represented by the Rule 144A Global Security, IAI Global
Security or Permanent Regulation S Global Security, as applicable, 

  

 9 








 
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 Rule 144A Global Security, IAI Global
Security or Permanent Regulation S Global Security, as applicable, 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 Rule 144A Global Security, IAI Global Security or Permanent Regulation S Global Security, as applicable, equal to the principal amount of the Definitive Security so canceled. If no Rule 144A Global
Securities, IAI Global Securities or Permanent Regulation S Global Securities, as applicable, 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 Rule 144A Global Security, IAI Global Security or Permanent Regulation S Global Security, as applicable, 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 this 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. 
  

 10 








 (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. 
  
 (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. 
  
 (iv) In the event that a Global Security is exchanged for Definitive Securities pursuant to Section 2.4 of this Appendix, prior to the
consummation of a Registered Exchange Offer or the effectiveness of a Shelf Registration Statement with respect to such Securities, such Securities may be exchanged only in accordance with such procedures as are substantially consistent with the
provisions of this Section 2.3 (including the certification requirements set forth on the reverse of the Securities intended to ensure that such transfers comply with Rule 144A, Regulation S or another applicable exemption under the Securities Act,
as the case may be) and such other procedures as may from time to time be adopted by the Company. 
  
 (d) Restrictions on Transfer of Temporary Regulation S Global Securities. During the Distribution Compliance Period, beneficial
ownership interests in Temporary Regulation S Global Securities may only be sold, pledged or transferred in accordance with the Applicable Procedures and only (i) to the Company, (ii) in an offshore transaction in accordance with Regulation S (other
than a transaction resulting in an exchange for an interest in a Permanent Regulation S Global Security) or (iii) pursuant to an effective registration statement under the Securities 

  

 11 








 
Act, in each case in accordance with any applicable securities laws of any State of the United States. 
  
 (e) Legend. 
  
 (i) Except as permitted by the following paragraphs (ii),
(iii) and (iv), each Security certificate evidencing the Global Securities (and all Securities issued in exchange therefor or in substitution thereof), in the case of Securities offered otherwise than in reliance on Regulation S, shall bear a legend
in substantially the following form: 
  
 THIS SECURITY (OR ITS
PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY
RULE 144A THEREUNDER. 
  
 THE HOLDER OF THIS SECURITY AGREES FOR
THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO THE COMPANY, (II) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) TO AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(A)(1),(2),(3) OR (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL
INVESTOR ACQUIRING THE SECURITIES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER
OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, (IV) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES 

  

 12 








 
ACT, (V) PURSUANT TO EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (VI) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (VI), IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY
PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE. 
  
 Each certificate evidencing a Security offered in reliance on Regulation S shall, in addition to the foregoing, bear a legend in
substantially the following form: 
  
 THIS SECURITY (OR ITS
PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR
BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE
SECURITIES ACT. 
  
 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.

  
 (ii) Upon any sale or transfer of a Transfer
Restricted Security (including any Transfer Restricted Security represented by a Global Security) pursuant to Rule 144 under the Securities Act, the Registrar shall permit the transferee thereof to exchange such Transfer Restricted Security for a
certificated Security that does not bear the legend set forth above and rescind any restriction on the transfer of such Transfer Restricted Security, if the transferor 

  

 13 








 
thereof certifies in writing to the Registrar that such sale or transfer was made in reliance on Rule 144 (such certification to be in the form set forth on
the reverse of the Security). 
  
 (iii) After a
transfer of any Initial Securities or Private Exchange Securities pursuant to and during the period of the effectiveness of a Shelf Registration Statement with respect to such Initial Securities or Private Exchange Securities, as the case may be,
all requirements pertaining to legends on such Initial Security or such Private Exchange Security will cease to apply, the requirements requiring any such Initial Security or such Private Exchange Security issued to certain Holders be issued in
global form will cease to apply, and a certificated Initial Security or Private Exchange Security or an Initial Security or Private Exchange Security in global form, in each case without restrictive transfer legends, will be available to the
transferee of the Holder of such Initial Securities or Private Exchange Securities upon exchange of such transferring Holder’s certificated Initial Security or Private Exchange Security or directions to transfer such Holder’s interest in
the Global Security, as applicable. 
  
 (iv) Upon
the consummation of a Registered Exchange Offer with respect to the Initial Securities, all requirements pertaining to such Initial Securities that Initial Securities issued to certain Holders be issued in global form will still apply with respect
to Holders of such Initial Securities that do not exchange their Initial Securities, and Exchange Securities in certificated or global form, in each case without the restricted securities legend set forth in Exhibit 1 hereto will be available to
Holders that exchange such Initial Securities in such Registered Exchange Offer. 
  
 (v) Upon the consummation of a Private Exchange with respect to the Initial Securities, all requirements pertaining to such Initial
Securities that Initial Securities issued to certain Holders be issued in global form will still apply with respect to Holders of such Initial Securities that do not exchange their Initial Securities, and Private Exchange Securities in global form
with the global securities legend and the applicable restricted 

  

 14 








 
securities legend set forth in Exhibit 1 hereto will be available to Holders that exchange such Initial Securities in such Private Exchange. 
  
 (f) Cancellation or Adjustment of Global Security. At
such time as all beneficial interests in a Global Security have either been exchanged for Definitive Securities, 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 Definitive 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. 
  
 (g) 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. 
  

 15 








 (ii) The Trustee shall have no obligation or duty to monitor, determine or inquire as to
compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among 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 this Indenture, and to examine the same
to determine substantial compliance as to form with the express requirements hereof. 
  
 2.4 Certificated 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 depositary or if at any time such Depository ceases to be a “clearing agency” registered under the Exchange
Act and, in either case, 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 this Indenture. 
  
 (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 principal corporate trust office 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 

  

 16 








 
shall be executed, authenticated and delivered only in denominations of $1,000 principal amount and any integral multiple thereof and registered in such
names as the Depository shall direct. Any Definitive Security delivered in exchange for an interest in the Transfer Restricted Security shall, except as otherwise provided by Section 2.3(e) hereof, bear the applicable restricted securities legend
and definitive note legend set forth in Exhibit 1 hereto. 
  
 (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 this 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 the Definitive Securities are not issued to each such beneficial owner promptly after the Registrar has
received a request from the Holder of a Global Security to issue such Certificated Security, the Company expressly acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to Article 6 of the Indenture, the right of any
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 Certificated Securities had been issued. 
  

 17 








 EXHIBIT 1 to Rule 144A/REGULATION S APPENDIX 
  
 [FORM OF FACE OF INITIAL SECURITY] 
  
 [Global Securities Legend] 
  
 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
  
 TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. 
  
 [[FOR REGULATION S GLOBAL SECURITY ONLY] UNTIL 40 DAYS AFTER THE LATER OF
COMMENCEMENT OR COMPLETION OF THE OFFERING, AN OFFER OR SALE OF SECURITIES WITHIN THE UNITED STATES BY A DEALER (AS DEFINED IN THE SECURITIES ACT) MAY VIOLATE THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IF SUCH OFFER OR SALE IS MADE
OTHERWISE THAN IN ACCORDANCE WITH RULE 144A THEREUNDER.] 
  
 [Restricted Securities Legend for Securities Offered 
 Otherwise than in Reliance on Regulation S] 
  
 THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION
EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION 

  









 
FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. 
  
 THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR
OTHERWISE TRANSFERRED, ONLY (I) TO THE COMPANY, (II) WITHIN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (III) TO AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(A)(1),(2),(3) OR (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL INVESTOR ACQUIRING THE SECURITIES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF
SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES
ACT, (IV) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (V) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (VI)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (VI) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS
REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE. 
  
 [Restricted Securities Legend for Securities Offered in Reliance on Regulation S.] 
  
 THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT. 
  
 [Temporary Regulation S Global Security Legend] 
  
 EXCEPT AS SET FORTH BELOW, BENEFICIAL OWNERSHIP INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL SECURITY 

  

 2 








 
WILL NOT BE EXCHANGEABLE FOR INTERESTS IN THE PERMANENT REGULATION S GLOBAL SECURITY OR ANY OTHER SECURITY REPRESENTING AN INTEREST IN THE SECURITIES
REPRESENTED HEREBY WHICH DO NOT CONTAIN A LEGEND CONTAINING RESTRICTIONS ON TRANSFER, UNTIL THE EXPIRATION OF THE “40-DAY DISTRIBUTION COMPLIANCE PERIOD” (WITHIN THE MEANING OF RULE 903(b)(2) OF REGULATION S UNDER THE SECURITIES ACT) AND
THEN ONLY UPON CERTIFICATION IN FORM REASONABLY SATISFACTORY TO THE TRUSTEE THAT SUCH BENEFICIAL INTERESTS ARE OWNED EITHER BY NON-U.S. PERSONS OR U.S. PERSONS WHO PURCHASED SUCH INTERESTS IN A TRANSACTION THAT DID NOT REQUIRE REGISTRATION UNDER THE
SECURITIES ACT. DURING SUCH 40-DAY DISTRIBUTION COMPLIANCE PERIOD, BENEFICIAL OWNERSHIP INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL SECURITY MAY ONLY BE SOLD, PLEDGED OR TRANSFERRED (I) TO THE COMPANY, (II) OUTSIDE THE UNITED STATES IN A
TRANSACTION IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR (III) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (III) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES. HOLDERS OF INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL SECURITY WILL NOTIFY ANY PURCHASER OF THIS SECURITY OF THE RESALE RESTRICTIONS REFERRED TO ABOVE, IF THEN APPLICABLE. 
  
 AFTER THE EXPIRATION OF THE DISTRIBUTION COMPLIANCE PERIOD, BENEFICIAL
INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL SECURITY MAY BE EXCHANGED FOR INTERESTS IN A RULE 144A GLOBAL SECURITY ONLY IF (1) SUCH EXCHANGE OCCURS IN CONNECTION WITH A TRANSFER OF THE SECURITIES IN COMPLIANCE WITH RULE 144A AND (2) THE
TRANSFEROR OF THE REGULATION S GLOBAL SECURITY FIRST DELIVERS TO THE TRUSTEE A WRITTEN CERTIFICATE (IN THE FORM ATTACHED TO THIS CERTIFICATE) TO THE EFFECT THAT THE REGULATION S GLOBAL SECURITY IS BEING TRANSFERRED (A) TO A PERSON WHO THE TRANSFEROR
REASONABLY BELIEVES TO BE A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A, (B) TO A PERSON WHO IS PURCHASING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
144A, AND (C) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS. 
  
 AFTER THE EXPIRATION OF THE DISTRIBUTION COMPLIANCE PERIOD, BENEFICIAL INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL SECURITY MAY BE EXCHANGED FOR
INTERESTS IN AN IAI GLOBAL SECURITY ONLY IF (1) SUCH EXCHANGE OCCURS 

  

 3 








 
IN CONNECTION WITH A TRANSFER OF THE SECURITIES IN COMPLIANCE WITH AN EXEMPTION UNDER THE SECURITIES ACT AND (2) THE TRANSFEROR OF THE REGULATION S GLOBAL
SECURITY FIRST DELIVERS TO THE TRUSTEE A WRITTEN CERTIFICATE (IN THE FORM ATTACHED TO THIS CERTIFICATE) TO THE EFFECT THAT THE REGULATION S GLOBAL SECURITY IS BEING TRANSFERRED (A) TO AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE
501(a)(1),(2),(3) OR (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL INVESTOR ACQUIRING THE SECURITIES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF
SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED
STATES AND OTHER JURISDICTIONS. 
  
 BENEFICIAL INTERESTS IN A RULE
144A GLOBAL SECURITY OR AN IAI GLOBAL SECURITY MAY BE TRANSFERRED TO A PERSON WHO TAKES DELIVERY IN THE FORM OF AN INTEREST IN THE REGULATION S GLOBAL SECURITY, WHETHER BEFORE OR AFTER THE EXPIRATION OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD,
ONLY IF THE TRANSFEROR FIRST DELIVERS TO THE TRUSTEE A WRITTEN CERTIFICATE (IN THE FORM ATTACHED TO THIS CERTIFICATE) TO THE EFFECT THAT SUCH TRANSFER IS BEING MADE IN ACCORDANCE WITH RULE 903 OR 904 OF REGULATION S OR RULE 144 (IF AVAILABLE).

  
 [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. 
  

 4 









	 No.
                    
	 	$                    

  
 9 7/8% Senior Secured Note Due 2013 
  
 Koppers Inc., a Pennsylvania corporation, promises to pay to
                , or registered assigns, the principal sum of
                                 Dollars on October 15, 2013. 
  
 Interest Payment Dates: April 15 and October 15. 
  
 Record Dates: April 1 and October 1. 
  
 Additional provisions of this Security are set forth on the other side of
this Security. 
  
 Dated: October 15, 2003. 
  

	KOPPERS INC.
			
	 	 	 By
	 	  


	 	 	 	 	 Name:

	 	 	 	 	 Title:

			
	 	 	 By
	 	  


	 	 	 	 	 Name:

	 	 	 	 	 Title:



  

	 TRUSTEE’S CERTIFICATE OF
         AUTHENTICATION
  
 JPMORGAN CHASE BANK

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

		
	By	 	  


	 	 	 Authorized Signatory


  









 [FORM OF REVERSE SIDE OF INITIAL SECURITY] 
  
 9 7/8% Senior Secured Note Due 2013 
  

	1.	Interest 

  
 Koppers Inc., a Pennsylvania 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; provided, however, that if a Registration Default (as defined in the Registration Rights Agreement)
occurs, additional interest will accrue on this Security at a rate of 0.50% per annum (increasing by an additional 0.25% per annum after each consecutive 90-day period that occurs after the date on which such Registration default occurs up to a
maximum additional interest rate of 1.5%) from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. The Company will pay interest semiannually on
April 15 and October 15 of each year, commencing April 15, 2004. 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 October 15, 2003. 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. 
  

	2.	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 April 1 or October 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). 
  

	3.	Paying Agent and Registrar 

  
 Initially, JPMorgan Chase Bank, a New York banking corporation (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. 
  

	4.	Indenture 

  
 The Company issued the Securities under an Indenture dated as of October 15, 2003 (the “Indenture”), among the Company, the Subsidiary
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) as in effect on the date
of the Indenture (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
general secured obligations of the Company. The Company shall be entitled, subject to its compliance with Section 4.03 of the Indenture, to issue up to $75.0 million aggregate principal amount of Additional Securities pursuant to Section 2.13 of the
Indenture. The Initial Securities issued on the Issue Date, any Additional Securities and all Exchange Securities or Private Exchange Securities issued in exchange therefor will be treated as a single class for all purposes under the Indenture. The


  

 2 








 
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 common 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; and engage in sale/leaseback transactions. These covenants are subject to important exceptions and qualifications.

  

	5.	Optional Redemption 

  
 Except as set forth below, the Company shall not be entitled to redeem the Securities. 
  
 On and after October 15, 2008, the Company shall be entitled at its option on one or more occasions 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 interest 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 October 15 of the years set forth below: 
  

	 Period

	  	 Redemption
 Price

	 
	 2008
	  	104.938	%
	 2009
	  	103.292	 
	 2010
	  	101.646	 
	 2011 and thereafter
	  	100.000	 

  
 In addition, prior to
October 15, 2006, 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 under the Indenture at a redemption price (expressed as a percentage of principal amount) of 109.875%, plus accrued and unpaid interest to the redemption date, with the net
cash proceeds from one or 

  

 3 








 
more Equity Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of Securities (which includes Additional
Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after
the date of the related Equity Offering. 
  
 Notwithstanding the
foregoing, the Company and its Affiliates may at any time and from time to time purchase Securities in the open market or otherwise. 
  

	6.	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 $1,000 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. 
  

	7.	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. 
  

	8.	Guaranty 

  
 The payment by the Company of the principal of, and premium and interest on, the Securities is fully and unconditionally guaranteed on a joint and several
senior secured basis by each of the Subsidiary Guarantors to the extent set forth in the Indenture. 
  

 4 









	9.	Security 

  
 The Securities will be secured by a second-priority security interest in the Collateral. The Collateral consists of (i) 100% of the Capital Stock of the
Company’s existing and future domestic subsidiaries that are owned directly by the Company or a Subsidiary Guarantor, (ii) a portion of the Capital Stock of the Company’s Australian Subsidiaries, (iii) 65% of the Capital Stock of each of
the Company’s existing and future Foreign Subsidiaries that are owned directly by the Company or a Subsidiary Guarantor (but only, in the case of clauses (i), (ii) and (iii) as to any single Subsidiary, to the extent that, at any time, the
aggregate principal amount, par value, book value as carried by the Company or market value (whichever is greatest) of such Capital Stock of any such Subsidiary is not equal to or greater than 20% of the aggregate principal amount of Securities then
outstanding) and (iv) substantially all of the tangible and intangible assets owned by the Company and the Subsidiary Guarantors (but only to secure $75.0 million aggregate principal amount of the Securities, in the case of assets owned by the
Company’s Australian Subsidiary Guarantors and of the pledge of stock of the Australian Subsidiary Guarantors). 
  
 The Trustee and the Collateral Agent, as the case may be, hold the Collateral in trust for the benefit of the Trustee and the Holders, in each case
pursuant to the Security Documents and the Intercreditor Agreement. Each Holder, by accepting this Security, consents and agrees to the terms of the Security Documents (including the provisions providing for the foreclosure and release of
Collateral) and the Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and the Indenture and authorizes and directs the Trustee and the Collateral Agent to enter into the Security
Documents and the Intercreditor Agreement, and to perform their obligations and exercise their rights thereunder in accordance therewith. 
  

	10.	Denominations; Transfer; Exchange 

  
 The Securities are in registered form without coupons in denominations of $1,000 principal amount and whole multiples 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 

  

 5 








 
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. 
  

	11.	Persons Deemed Owners 

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

	12.	Unclaimed Money 

  
 If money for the payment of principal or interest remains unclaimed for two years, the Trustee 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. 
  

	13.	Discharge and Defeasance 

  
 Subject to certain conditions, the Company at any time shall be entitled to terminate some or all of its and the Subsidiary Guarantors’ 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. 
  

	14.	Amendment, Waiver 

  
 Subject to certain exceptions set forth in the Indenture, (a) the Indenture, the Security Documents, the Intercreditor Agreement and the Securities may be
amended with the written consent of the Holders of at least a majority in principal amount outstanding of the Securities and (b) 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 Subsidiary Guarantors and the Trustee shall be entitled to amend the Indenture, the
Security Documents, the 

  

 6 








 
Intercreditor Agreement or the Securities to cure any ambiguity, omission, defect or inconsistency, or to comply with Article 5 of the Indenture, 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 Subsidiary Guarantees, or to provide additional security for the Securities, or to add
additional covenants or surrender rights and powers conferred on the Company or the Subsidiary Guarantors, or to comply with any requirement of the SEC in connection with qualifying the Indenture under the Act, or to make any change that does not
adversely affect the rights of any Securityholder, or to make amendments to provisions of the Indenture relating to the form, authentication, transfer and legending of the Securities. 
  

	15.	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 redeem or purchase Securities when required; (c) failure by the Company 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 if the amount accelerated (or so unpaid) exceeds $10.0 million; (e) certain events of bankruptcy or insolvency with respect to the Company, the Subsidiary Guarantors and the Significant Subsidiaries; (f) certain judgments or decrees for the
payment of money in excess of $10.0 million; (g) certain defaults with respect to Subsidiary Guaranties; and (h) certain defaults relating to the Collateral under the Security Documents. If an Event of Default occurs and is continuing, the
Trustee or the Holders of at least 25% in principal amount of the 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 

  

 7 








 
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. 
  

	16.	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. 
  

	17.	No Recourse Against Others 

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

	18.	Authentication 

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

	19.	Abbreviations 

  
 Customary abbreviations may be used in the name of a 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). 
  

 8 









	20.	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 Securityholder. 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. 
  

	21.	Holders’ Compliance with Registration Rights Agreement. 

  
 Each Holder of a Security, by acceptance hereof, acknowledges and agrees to the provisions of the Registration Rights Agreement, including the obligations
of the Holders with respect to a registration and the indemnification of the Company and the Subsidiary Guarantors to the extent provided therein. 
  

	22.	Governing Law. 

  
 THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
  
 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: 
  
 Koppers Inc. 
 436 Seventh Avenue 

Pittsburgh, Pennsylvania 15219-1800 
 Attention: Vice President of Law and Human Resources 
  

 9 









  
 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. 
  
 In connection with any transfer of any of the
Securities evidenced by this certificate occurring prior to the expiration of the period referred to in Rule 144(k) under the Securities Act after the later of the date of original issuance of such Securities and the last date, if any, on which such
Securities were owned by the Company or any Affiliate of the Company, the undersigned confirms that such Securities are being transferred in accordance with its terms: 
  
 CHECK ONE BOX BELOW 
  

	 	•	to the Company; or 

  

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

  

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



  










	 	 
in each case pursuant to and in compliance with Rule 144A under the Securities Act of 1933; or 


  

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


  

	 	•	pursuant to the exemption from registration provided by Rule 144 under the Securities Act of 1933; or 

  

	 	•	to an institutional “accredited investor” (as defined in Rule 501(a)(1),(2),(3) or (7) under the Securities Act of 1933) that has furnished to the Trustee a signed letter
containing certain representations and agreements. 

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

			
	  	 	 	 	  


	 	 	 	 	 Signature

			
	 Signature Guarantee:
	 	 	 	  
			
	  

	 	 	 	  


	 Signature must be guaranteed
	 	 	 	 Signature


  
 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. 
  

  

 2 








 TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED. 
  
 The undersigned represents and warrants that it is purchasing this Security
for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is
aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company and the Subsidiary Guarantors as the undersigned has requested pursuant to Rule 144A or has determined not
to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. 
  

			
	 Dated:

	 	 	 	  


	 	 	 	 	 Notice: To be executed by an executive officer


  

 3 








 [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



  









 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. 
  









 EXHIBIT A 
  

FORM OF FACE OF EXCHANGE SECURITY 
 OR PRIVATE EXCHANGE SECURITY*/**/ 
  


	*/	If the Security is to be issued in global form add the Global Securities Legend from Exhibit 1 to Appendix A and the attachment from such Exhibit 1 captioned “[TO BE ATTACHED
TO GLOBAL SECURITIES] – SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY”. 

  

	**/	If the Security is a Private Exchange Security issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the Restricted Securities
Legend from Exhibit 1 to Appendix A and replace the Assignment Form included in this Exhibit A with the Assignment Form included in such Exhibit 1. 

  










	 No.                    
	  	$                    

  
 9 7/8% Senior Secured Note Due 2013 
  
 Koppers Inc., a Pennsylvania corporation, promises to pay to
                    , or registered assigns, the principal sum of
                                 Dollars on October 15, 2013. 
  
 Interest Payment Dates: April 15 and October 15. 
  
 Record Dates: April 1 and October 1. 
  
 Additional provisions of this Security are set forth on the other side of
this Security. 
  
 Dated: October 15, 2003. 
  

	KOPPERS INC.
			
	 	 	 By
	 	  


	 	 	 	 	 Name:
 Title:

			
	 	 	 By
	 	  


	 	 	 	 	 Name:
 Title:



  

	 TRUSTEE’S CERTIFICATE OF
         AUTHENTICATION
  
 JPMORGAN CHASE BANK

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

			
	 	 	 By
	 	  


	 	 	 	 	 Authorized Signatory


  









 FORM OF REVERSE SIDE OF EXCHANGE SECURITY 
 OR PRIVATE EXCHANGE SECURITY 
  
 9 7/8% Senior Secured Note Due 2013 
  

	1.	Interest 

  
 Koppers Inc., a Pennsylvania 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; provided, however, that if a Registration Default (as defined in the Registration Rights
Agreement) occurs, additional interest will accrue on this Security at a rate of 0.50% per annum (increasing by an additional 0.25% per annum after each consecutive 90-day period that occurs after the date on which such Registration default occurs
up to a maximum additional interest rate of 1.5%) from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. The Company will pay interest semiannually
on April 15 and October 15 of each year, commencing April 15, 2004. 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 October 15, 2003. 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. 
  

	2.	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 April 1 or October 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 Trust Company. 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). 
  

	3.	Paying Agent and Registrar 

  
 Initially, JPMorgan Chase Bank, a New York banking corporation (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. 
  

	4.	Indenture 

  
 The Company issued the Securities under an Indenture dated as of October 15, 2003 (“Indenture”), among the Company, the Subsidiary 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) as in effect on the date of the
Indenture (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 general
secured obligations of the Company. The Company shall be entitled, subject to its compliance with Section 4.03 of the Indenture, to issue up to $75.0 million aggregate principal amount of Additional Securities pursuant to Section 2.13 of the
Indenture. The Initial Securities issued on the Issue Date, any Additional Securities and all Exchange Securities or Private Exchange Securities issued in exchange therefor will be treated as a single class for all purposes under the Indenture. The


  

 2 








 
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 common 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; and engage in sale/leaseback transactions. These covenants are subject to important exceptions and qualifications.

  

	5.	Optional Redemption 

  
 Except as set forth below, the Company shall not be entitled to redeem the Securities. 
  
 On and after October 15, 2008, the Company shall be entitled at its option on one or more occasions to redeem all or a
portion of the Securities (including Additional Securities, if any) 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 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 October 15 of the years set
forth below: 
  

	 Period

	  	 Redemption
 Price

	 
	 2008
	  	104.938	%
	 2009
	  	103.292	 
	 2010
	  	101.646	 
	 2011 and thereafter
	  	100.000	 

  
 In addition, prior to
October 15, 2006, 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 109.875%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds


  

 3 








 
from one or more Equity Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of Securities (which includes
Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 90 days
after the date of the related Equity Offering. 
  
 Notwithstanding
the foregoing, the Company and its Affiliates may at any time and from time to time purchase Securities in the open market or otherwise. 
  

	6.	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 $1,000 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. 
  

	7.	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. 
  

	8.	Guaranty 

  
 The payment by the Company of the principal of, and premium and interest on, the Securities is fully and unconditionally guaranteed on a joint and several
senior secured basis by each of the Subsidiary Guarantors to the extent set forth in the Indenture. 
  

 4 









	9.	Security 

  
 The Securities will be secured by a second-priority security interest in the Collateral. The Collateral consists of (i) 100% of the Capital Stock of the
Company’s existing and future domestic subsidiaries that are owned directly by the Company or a Subsidiary Guarantor, (ii) a portion of the Capital Stock of the Company’s Australian Subsidiaries, (iii) 65% of the Capital Stock of each of
the Company’s existing and future Foreign Subsidiaries that are owned directly by the Company or a Subsidiary Guarantor (but only, in the case of clauses (i), (ii) and (iii) as to any single Subsidiary, to the extent that, at any time, the
aggregate principal amount, par value, book value as carried by the Company or market value (whichever is greatest) of such Capital Stock of any such Subsidiary is not equal to or greater than 20% of the aggregate principal amount of Securities then
outstanding) and (iv) substantially all of the tangible and intangible assets owned by the Company and the Subsidiary Guarantors (but only to secure $75.0 million aggregate principal amount of the Securities, in the case of assets owned by the
Company’s Australian Subsidiary Guarantors and of the pledge of stock of the Australian Subsidiary Guarantors). 
  
 The Trustee and the Collateral Agent, as the case may be, hold the Collateral in trust for the benefit of the Trustee and the Holders, in each case
pursuant to the Security Documents and the Intercreditor Agreement. Each Holder, by accepting this Security, consents and agrees to the terms of the Security Documents (including the provisions providing for the foreclosure and release of
Collateral) and the Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and the Indenture and authorizes and directs the Trustee and the Collateral Agent to enter into the Security
Documents and the Intercreditor Agreement, and to perform their obligations and exercise their rights thereunder in accordance therewith. 
  

	10.	Denominations; Transfer; Exchange 

  
 The Securities are in registered form without coupons in denominations of $1,000 principal amount and whole multiples 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 

  

 5 








 
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. 
  

	11.	Persons Deemed Owners 

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

	12.	Unclaimed Money 

  
 If money for the payment of principal or interest remains unclaimed for two years, the Trustee 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. 
  

	13.	Discharge and Defeasance 

  
 Subject to certain conditions, the Company at any time shall be entitled to terminate some or all of its and the Subsidiary Guarantors’ 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. 
  

	14.	Amendment; Waiver 

  
 Subject to certain exceptions set forth in the Indenture, (1) the Indenture, the Security Documents, the Intercreditor Agreement and the Securities
may be amended 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 Subsidiary Guarantors and the Trustee shall be entitled to amend the
Indenture, the Security Documents, the 

  

 6 








 
Intercreditor Agreement or the Securities to cure any ambiguity, omission, defect or inconsistency, or to comply with Article 5 of the Indenture, 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 Subsidiary Guarantees, or to provide additional security for the Securities, or to add
additional covenants or surrender rights and powers conferred on the Company or the Subsidiary Guarantors, or to comply with any requirement of the SEC in connection with qualifying the Indenture under the Act, or to make any change that does not
adversely affect the rights of any Securityholder, or to make amendments to provisions of the Indenture relating to the form, authentication, transfer and legending of the Securities. 
  

	15.	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 redeem or purchase Securities when required; (c) failure by the Company 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 if the amount accelerated (or so unpaid) exceeds $10.0 million; (e) certain events of bankruptcy or insolvency with respect to the Company, the Subsidiary Guarantors and the Significant Subsidiaries; (f) certain judgments or decrees for the
payment of money in excess of $10.0 million; (g) certain defaults with respect to Subsidiary Guaranties; and (h) certain defaults relating to the Collateral under the Security Documents. If an Event of Default occurs and is continuing, the Trustee
or the Holders of at least 25% in principal amount of the 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 

  

 7 








 
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. 
  

	16.	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. 
  

	17.	No Recourse Against Others 

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

	18.	Authentication 

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

	19.	Abbreviations 

  
 Customary abbreviations may be used in the name of a 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). 
  

 8 









	20.	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 Securityholder. 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. 
  

	[21.	Holders’ Compliance with Registration Rights Agreement 

  
 Each Holder of a Security, by acceptance hereof, acknowledges and agrees to the provisions of the Registration Rights Agreement, including the obligations
of the Holders with respect to a registration and the indemnification of the Company and the Subsidiary Guarantors to the extent provided therein.] 1 
  

	22.	Governing Law 

  
 THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
  
 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: 
  
 Koppers Inc. 
 436 Seventh Avenue 

Pittsburgh, Pennsylvania 15219-1800 
 Attention: Vice President of Law and Human Resources 
  


	1	Delete if this Security is not being issued in exchange for an Initial Security 

  

 9 









  
 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. 
  









 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. 
  









 EXHIBIT 2 TO RULE 144A/REGULATION S/IAI APPENDIX 
  
 Form of Transferee Letter of Representation 
  
 Koppers Inc. 
 436 Seventh Avenue 
 Pittsburgh, Pennsylvania 15219-1800 
  
 In care of 
 [                            ] 
  
 Ladies and Gentlemen: 
  
 This certificate is delivered to request a transfer of
$[                        ] principal amount of the 9 7/8% Senior Secured Notes Due 2013 (the “Securities”) of Company (the “Company”). 
  
 Upon transfer, the Securities would be registered in the name of the new beneficial owner as follows: 
  
 Name:                                     
                                        
                                       
  
 Address:                                    
                                        
                                   
  
 Taxpayer ID
Numbers:                                     
                                        
          
  
 The
undersigned represents and warrants to you that: 
  
 1. We are an
institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended (the “Securities Act”)), purchasing for our own account or for the account of such an institutional
“accredited investor” at least $250,000 principal amount of the Securities, and we are acquiring the Securities not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act. We have such
knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Securities, and we invest in or purchase securities similar to the Securities in the normal course of our
business. We, and any accounts for which we are acting, are each able to bear the economic risk of our or its investment. 
  









 2. We understand that the Securities have not been registered under the Securities Act and, unless so
registered, may not be sold except as permitted in the following sentence. We agree on our own behalf and on behalf of any investor account for which we are purchasing Securities to offer, sell or otherwise transfer such Securities prior to the date
that is two years after the later of the date of original issue and the last date on which the Company or any affiliate of the Company was the owner of such Securities (or any predecessor thereto) (the “Resale Restriction Termination
Date”) only (i) to the Company, (ii) in the United States to a person whom the seller reasonably believes is a qualified institutional buyer in a transaction meeting the requirements of Rule 144A, (iii) to an institutional “accredited
investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act that is an institutional accredited investor purchasing for its own account or for the account of an institutional accredited investor, in each case in a
minimum principal amount of the Securities of $250,000, (iv) outside the United States in a transaction complying with the provisions of Rule 904 under the Securities Act, (v) pursuant to an exemption from registration under the Securities Act
provided by Rule 144 (if available) or (vi) pursuant to an effective registration statement under the Securities Act, in each of cases (i) through (vi) subject to any requirement of law that the disposition of our property or the property of such
investor account or accounts be at all times within our or their control and in compliance with any applicable state securities laws. The foregoing restrictions on resale will not apply subsequent to the Resale Restriction Termination Date. If any
resale or other transfer of the Securities is proposed to be made pursuant to clause (iii) above prior to the Resale Restriction Termination Date, the transferor shall deliver a letter from the transferee substantially in the form of this letter to
the Company and the Trustee, which shall provide, among other things, that the transferee is an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act and that it is acquiring
such Securities for investment purposes and not for distribution in violation of the Securities Act. Each purchaser acknowledges that the Company and the Trustee reserve the right prior to the offer, sale or other transfer prior to the Resale
Restriction Termination Date of the Securities pursuant to clause (iii), (iv) or (v) above to require the delivery of 

  

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an opinion of counsel, certifications or other information satisfactory to the Company and the Trustee. 
  

	 TRANSFEREE:

			
	 	 	by	 	  


	 	 	 	 	 Name:
 Title:



  

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