EX-4.1



 Exhibit 4.1 
  

 
  

The GEO Group, Inc. 
 as Issuer

 and 
 Correctional Properties
Prison Finance LLC, Correctional Services Corporation, LLC, CPT Limited Partner, LLC, CPT Operating Partnership L.P., GEO Acquisition II, Inc., GEO Holdings I, Inc., Public Properties Development & Leasing LLC, GEO RE Holdings LLC, GEO
Transport, Inc., Cornell Companies, LLC, Cornell Corrections Management, LLC, Cornell Corrections of Alaska, Inc., Cornell Corrections of California, Inc., Cornell Corrections of Texas, Inc., Cornell Corrections of Rhode Island, Inc., Cornell
Interventions, Inc., Correctional Systems, LLC, Cornell Abraxas Group, Inc., WBP Leasing, LLC, BII Holding Corporation, BII Holding I Corporation, Behavioral Holding Corp., Behavioral Acquisition Corp., B.I. Incorporated, MCF GP, LLC, GEO MCF LP,
LLC, Municipal Corrections Finance, L.P., GEO Operations, LLC, GEO Corrections Holdings, Inc., GEO Corrections and Detention, LLC, GEO Re-entry Services, LLC, Cornell Abraxas Group OS, LLC, Cornell Companies of California OS, LLC, Cornell Companies
of Texas OS, LLC, Cornell Interventions OS, LLC and CCG I, LLC 
 as Initial Guarantors 

and 
 Wells Fargo Bank, National
Association, 
 as Trustee 
  

 
 INDENTURE 

Dated as of October 3, 2013 
  

 
 5 7/8% SENIOR
NOTES DUE 2022 
  
  







 CROSS-REFERENCE TABLE* 

 

			
	 Trust Indenture Act Section
	  	Indenture Section
		
	 310(a)(1)
	  	7.10
	       (a)(2)
	  	7.10
	       (a)(3)
	  	N.A.
	       (a)(4)
	  	N.A.
	       (a)(5)
	  	7.10
	       (b)
	  	7.10
	       (c)
	  	N.A.
	 311(a)
	  	7.11
	       (b)
	  	7.11
	       (c)
	  	N.A.
	 312(a)
	  	2.06
	       (b)
	  	12.03
	       (c)
	  	12.03
	 313(a)
	  	7.06
	       (b)(1)
	  	N.A.
	       (b)(2)
	  	7.06, 7.07
	       (c)
	  	7.06, 12.02
	       (d)
	  	7.06
	 314(a)
	  	4.03
	       (b)
	  	N.A.
	       (c)(1)
	  	N.A.
	       (c)(2)
	  	N.A.
	       (c)(3)
	  	N.A.
	       (d)
	  	N.A.
	       (e)
	  	12.05
	       (f)
	  	N.A.
	 315(a)
	  	N.A.
	       (b)
	  	N.A.
	       (c)
	  	N.A.
	       (d)
	  	N.A.
	       (e)
	  	N.A.
	 316(a) (last sentence)
	  	N.A.
	       (a)(1)(A)
	  	N.A.
	       (a)(1)(B)
	  	N.A.
	       (a)(2)
	  	N.A.
	       (b)
	  	N.A.
	       (c)
	  	12.14

  
 N.A. means
not applicable. 

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









			
	 317(a)(1)
	  	N.A.
	       (a)(2)
	  	N.A.
	       (b)
	  	N.A.
	 318(a)
	  	N.A.
	       (b)
	  	N.A.
	       (c)
	  	12.01








 TABLE OF CONTENTS 

 

							
	 	    	 	  	Page	 
		
	 CROSS-REFERENCE TABLE
	  	 	i	  
	
	ARTICLE ONE	  
	 DEFINITIONS AND INCORPORATION

BY REFERENCE
	   

  

			
	 Section 1.01
	    	 Definitions
	  	 	1	  
	 Section 1.02
	    	 Other Definitions
	  	 	28	  
	 Section 1.03
	    	 Incorporation by Reference of Trust Indenture Act
	  	 	29	  
	 Section 1.04
	    	 Rules of Construction
	  	 	29	  
	
	ARTICLE TWO	  
	THE NOTES	  
			
	 Section 2.01
	    	 Form and Dating
	  	 	29	  
	 Section 2.02
	    	 Execution and Authentication
	  	 	30	  
	 Section 2.03
	    	 Methods of Receiving Payments on the Notes
	  	 	31	  
	 Section 2.04
	    	 Registrar and Paying Agent
	  	 	32	  
	 Section 2.05
	    	 Paying Agent to Hold Money in Trust
	  	 	32	  
	 Section 2.06
	    	 Holder Lists
	  	 	32	  
	 Section 2.07
	    	 Transfer and Exchange
	  	 	33	  
	 Section 2.08
	    	 Replacement Notes
	  	 	45	  
	 Section 2.09
	    	 Outstanding Notes
	  	 	45	  
	 Section 2.10
	    	 Treasury Notes
	  	 	46	  
	 Section 2.11
	    	 Temporary Notes
	  	 	46	  
	 Section 2.12
	    	 Cancellation
	  	 	46	  
	 Section 2.13
	    	 Defaulted Interest
	  	 	47	  
	 Section 2.14
	    	 CUSIP Numbers
	  	 	47	  
	
	ARTICLE THREE	  
	REDEMPTION AND PREPAYMENT	  
			
	 Section 3.01
	    	 Notices to Trustee
	  	 	47	  
	 Section 3.02
	    	 Selection of Notes to Be Redeemed
	  	 	47	  
	 Section 3.03
	    	 Notice of Redemption
	  	 	48	  
	 Section 3.04
	    	 Effect of Notice of Redemption
	  	 	49	  
	 Section 3.05
	    	 Deposit of Redemption Price
	  	 	49	  
	 Section 3.06
	    	 Notes Redeemed in Part
	  	 	49	  
	 Section 3.07
	    	 Optional Redemption
	  	 	49	  
	 Section 3.08
	    	 Repurchase Offers
	  	 	50	  
	 Section 3.09
	    	 Application of Trust Money
	  	 	52	  


  
 i 









							
	ARTICLE FOUR	 
	COVENANTS	  
			
	 Section 4.01
	    	 Payment of Notes
	  	 	52	  
	 Section 4.02
	    	 Maintenance of Office or Agency
	  	 	53	  
	 Section 4.03
	    	 Reports
	  	 	53	  
	 Section 4.04
	    	 Compliance Certificate
	  	 	55	  
	 Section 4.05
	    	 Taxes
	  	 	55	  
	 Section 4.06
	    	 Stay, Extension and Usury Laws
	  	 	55	  
	 Section 4.07
	    	 Restricted Payments
	  	 	56	  
	 Section 4.08
	    	 Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries
	  	 	59	  
	 Section 4.09
	    	 Incurrence of Indebtedness and Issuance of Preferred Stock
	  	 	61	  
	 Section 4.10
	    	 Asset Sales
	  	 	65	  
	 Section 4.11
	    	 Transactions with Affiliates
	  	 	67	  
	 Section 4.12
	    	 Liens
	  	 	69	  
	 Section 4.13
	    	 Business Activities
	  	 	69	  
	 Section 4.14
	    	 Offer to Repurchase upon a Change of Control
	  	 	69	  
	 Section 4.15
	    	 Designation of Restricted and Unrestricted Subsidiaries
	  	 	70	  
	 Section 4.16
	    	 Payments for Consent
	  	 	70	  
	 Section 4.17
	    	 Sale and Leaseback Transactions
	  	 	70	  
	 Section 4.18
	    	 Additional Note Guarantees
	  	 	71	  
	 Section 4.19
	    	 Changes in Covenants When Notes Rated Investment Grade
	  	 	71	  
	 Section 4.20
	    	 Liquidated Damages Notice
	  	 	72	  
	
	ARTICLE FIVE	  
	SUCCESSORS	  
			
	 Section 5.01
	    	 Merger, Consolidation or Sale of Assets
	  	 	73	  
	 Section 5.02
	    	 Successor Corporation Substituted
	  	 	74	  
	
	 ARTICLE SIX

DEFAULTS AND REMEDIES
	   

  


			
	 Section 6.01
	    	 Events of Default
	  	 	74	  
	 Section 6.02
	    	 Acceleration
	  	 	76	  
	 Section 6.03
	    	 Other Remedies
	  	 	76	  
	 Section 6.04
	    	 Waiver of Past Defaults
	  	 	77	  
	 Section 6.05
	    	 Control by Majority
	  	 	77	  
	 Section 6.06
	    	 Limitation on Suits
	  	 	77	  
	 Section 6.07
	    	 Rights of Holders of Notes to Receive Payment
	  	 	78	  
	 Section 6.08
	    	 Collection Suit by Trustee
	  	 	78	  
	 Section 6.09
	    	 Trustee May File Proofs of Claim
	  	 	78	  
	 Section 6.10
	    	 Priorities
	  	 	79	  
	 Section 6.11
	    	 Undertaking for Costs
	  	 	79	  


  
 ii 









							
	 ARTICLE SEVEN

TRUSTEE
	 

			
	 Section 7.01
	    	 Duties of Trustee
	  	 	79	  
	 Section 7.02
	    	 Certain Rights of Trustee
	  	 	81	  
	 Section 7.03
	    	 Individual Rights of Trustee
	  	 	82	  
	 Section 7.04
	    	 Trustee’s Disclaimer
	  	 	82	  
	 Section 7.05
	    	 Notice of Defaults
	  	 	82	  
	 Section 7.06
	    	 Reports by Trustee to Holders of the Notes
	  	 	82	  
	 Section 7.07
	    	 Compensation and Indemnity
	  	 	83	  
	 Section 7.08
	    	 Replacement of Trustee
	  	 	83	  
	 Section 7.09
	    	 Successor Trustee by Merger, Etc.
	  	 	84	  
	 Section 7.10
	    	 Eligibility; Disqualification
	  	 	85	  
	 Section 7.11
	    	 Preferential Collection of Claims Against Company
	  	 	85	  
	 Section 7.12
	    	 Trustee’s Application for Instructions from the Company
	  	 	85	  
	
	 ARTICLE EIGHT
	   

	DEFEASANCE AND COVENANT DEFEASANCE	  
			
	 Section 8.01
	    	 Option to Effect Legal Defeasance or Covenant Defeasance
	  	 	85	  
	 Section 8.02
	    	 Legal Defeasance and Discharge
	  	 	85	  
	 Section 8.03
	    	 Covenant Defeasance
	  	 	86	  
	 Section 8.04
	    	 Conditions to Legal or Covenant Defeasance
	  	 	87	  
	 Section 8.05
	    	 Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions
	  	 	88	  
	 Section 8.06
	    	 Repayment to the Company
	  	 	88	  
	 Section 8.07
	    	 Reinstatement
	  	 	89	  
	
	ARTICLE NINE	  
	AMENDMENT, SUPPLEMENT AND WAIVER	  
			
	 Section 9.01
	    	 Without Consent of Holders of Notes
	  	 	89	  
	 Section 9.02
	    	 With Consent of Holders of Notes
	  	 	90	  
	 Section 9.03
	    	 Compliance with Trust Indenture Act
	  	 	92	  
	 Section 9.04
	    	 Revocation and Effect of Consents
	  	 	92	  
	 Section 9.05
	    	 Notation on or Exchange of Notes
	  	 	92	  
	 Section 9.06
	    	 Trustee to Sign Amendments, Etc.
	  	 	92	  
	
	ARTICLE TEN	  
	NOTE GUARANTEES	  
			
	 Section 10.01
	    	 Guarantee
	  	 	93	  
	 Section 10.02
	    	 Limitation on Guarantor Liability
	  	 	94	  
	 Section 10.03
	    	 Execution and Delivery of a Supplemental Indenture Relating to a Note Guarantee
	  	 	94	  
	 Section 10.04
	    	 Guarantors May Consolidate, Etc., on Certain Terms
	  	 	95	  
	 Section 10.05
	    	 Release of a Guarantor
	  	 	95	  


  
 iii 









							
	ARTICLE ELEVEN	 
	SATISFACTION AND DISCHARGE	  
			
	 Section 11.01
	    	 Satisfaction and Discharge
	  	 	96	  
	 Section 11.02
	    	 Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions
	  	 	97	  
	 Section 11.03
	    	 Repayment to the Company
	  	 	97	  
	
	ARTICLE TWELVE	  
	MISCELLANEOUS	  
			
	 Section 12.01
	    	 Trust Indenture Act Controls
	  	 	97	  
	 Section 12.02
	    	 Notices
	  	 	97	  
	 Section 12.03
	    	 Communication by Holders of Notes with Other Holders of Notes
	  	 	99	  
	 Section 12.04
	    	 Certificate and Opinion as to Conditions Precedent
	  	 	99	  
	 Section 12.05
	    	 Statements Required in Certificate or Opinion
	  	 	99	  
	 Section 12.06
	    	 Rules by Trustee and Agents
	  	 	99	  
	 Section 12.07
	    	 No Personal Liability of Directors, Officers, Employees and Stockholders
	  	 	100	  
	 Section 12.08
	    	 Governing Law
	  	 	100	  
	 Section 12.09
	    	 Consent to Jurisdiction
	  	 	100	  
	 Section 12.10
	    	 No Adverse Interpretation of Other Agreements
	  	 	100	  
	 Section 12.11
	    	 Successors
	  	 	100	  
	 Section 12.12
	    	 Severability
	  	 	100	  
	 Section 12.13
	    	 Counterpart Originals
	  	 	101	  
	 Section 12.14
	    	 Acts of Holders
	  	 	101	  
	 Section 12.15
	    	 Benefit of Indenture
	  	 	102	  
	 Section 12.16
	    	 Table of Contents, Headings, Etc.
	  	 	102	  
	 Section 12.17
	    	 Waiver of Jury Trial
	  	 	102	  
	 Section 12.18
	    	 Force Majeure
	  	 	102	  
	 Section 12.19
	    	 U.S.A. Patriot Act
	  	 	103	  

  

			
	EXHIBITS
		
	 Exhibit A
	  	 FORM OF NOTE

		
	 Exhibit B
	  	 FORM OF CERTIFICATE OF TRANSFER

		
	 Exhibit C
	  	 FORM OF CERTIFICATE OF EXCHANGE

		
	 Exhibit D
	  	 FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR



  
 iv 








 INDENTURE dated as of October 3, 2013 among The GEO Group, Inc., a Florida
corporation (the “Company”), the Initial Guarantors (as defined herein) and Wells Fargo Bank, National Association, a national banking association, as Trustee. 

The Company, the Guarantors and the Trustee (as defined below) agree as follows for the benefit of each other and for the equal and ratable
benefit of the Holders (as defined below) of the 5 7/8% Senior Notes due 2022: 
 ARTICLE ONE 

DEFINITIONS AND INCORPORATION 

BY REFERENCE 
  

	Section 1.01	Definitions. 

 “144A Global Note” means a global note substantially in
the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that shall be issued in a denomination equal to the
outstanding principal amount at maturity of the Notes sold in reliance on Rule 144A. 
 “Acquired Debt” means, with
respect to any specified Person: (i) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection
with, or in contemplation of, such other Person merging with or into, or becoming a Subsidiary of, such specified Person; and (ii) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person. 

“Additional Notes” means an unlimited maximum aggregate principal amount of Notes (other than the Notes issued on the date
hereof) issued under this Indenture in accordance with Sections 2.02, 4.09 and 9.01 hereof. 
 “Affiliate” of any
specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control,” as used with respect to any
Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided
that beneficial ownership of 10% or more of the Voting Stock of a Person will be deemed to be control. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” shall have
correlative meanings. 
 “Agent” means any Registrar, Paying Agent or co-registrar.

 “Applicable Premium” means, with respect to a Note on any date of redemption, the greater of (1) 1.0% of the
principal amount of such Note, and (2) the excess, if any, of (a) the present value as of such date of redemption of (i) the redemption price of such Note on January 15, 2017 (such redemption price as provided in
Section 3.07 hereof), plus (ii) all required interest payments due on such Note through January 15, 2017 (excluding accrued but unpaid interest to the date of redemption), computed using a discount rate equal to the Treasury Rate as
of such date of redemption plus 50 basis points, over (b) the then outstanding principal amount of such Note. 







 “Applicable Procedures” means, with respect to any transfer or exchange of or
for beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear and Clearstream that apply to such transfer or exchange. 

“Asset Sale” means: 

(1) the sale, lease, transfer, conveyance or other disposition of any assets or rights; provided, that, the sale, lease,
conveyance, transfer or other disposition of all or substantially all of the assets of the Company and its Restricted Subsidiaries taken as a whole will be governed by Sections 4.14 and/or 5.01 hereof and not by Section 4.10 hereof; and

 (2) the issuance or sale by the Company or any of its Restricted Subsidiaries of Equity Interests of any of the
Company’s Subsidiaries. 
 Notwithstanding the preceding, the following items will not be deemed to be Asset Sales: 

(i) any single transaction or series of related transactions that involves the sale of assets or the issuance or sale of Equity
Interests of a Restricted Subsidiary having a fair market value of less than $15.0 million; 
 (ii) a transfer of assets by
the Company to any of its Restricted Subsidiaries or by any Restricted Subsidiary to the Company or any other Restricted Subsidiary; 

(iii) an issuance of Equity Interests by a Restricted Subsidiary to the Company or to another Restricted Subsidiary; 

(iv) the sale or lease of equipment, inventory, accounts receivable or other assets in the ordinary course of business; 

(v) the sale or other disposition of cash or Cash Equivalents; and 

(vi) a Restricted Payment or Permitted Investment that is permitted by Section 4.07 hereof. 

“Asset Swap” means an exchange of assets other than cash, Cash Equivalents or Equity Interests of the Company or any
Subsidiary by the Company or a Restricted Subsidiary of the Company for: 
 (1) one or more Permitted Businesses; 

(2) a controlling equity interest in any Person that becomes a Restricted Subsidiary whose assets consist primarily of one or
more Permitted Businesses; and/or 
 (3) one or more real estate properties. 

  
 2 








 “Attributable Debt” in respect of a Sale and Leaseback Transaction means, at the
time of determination, the present value of the obligation of the lessee for net rental payments during the remaining term of the lease included in such Sale and Leaseback Transaction including any period for which such lease has been extended or
may, at the option of the lessor, be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP. 

“Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors. 

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act,
except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” shall be deemed to have beneficial ownership of all securities that
such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition. The terms “Beneficially
Owns” and “Beneficially Owned” shall have a corresponding meaning. 
 “Board of Directors” means:
(1) with respect to a corporation, the board of directors of the corporation; (2) with respect to a partnership, the board of directors of the general partner of the partnership; and (3) with respect to any other Person, the board or
committee of such Person serving a similar function. 
 “Broker-Dealer” has the
meaning set forth in the Registration Rights Agreement. 
 “Business Day” means any day which is not a Legal Holiday. 

“Capital Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect
of a capital lease that would at that time be required to be capitalized on a balance sheet in accordance with GAAP. 
 “Capital
Stock” means: (1) in the case of a corporation, corporate stock; (2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate
stock; (3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and (4) any other interest or participation that confers on a Person the right to receive a share of
the profits and losses of, or distributions of assets of, the issuing Person. 
 “Cash Equivalents” means: (1) United
States dollars; (2) Government Securities having maturities of not more than one year from the date of acquisition; (3) readily marketable direct obligations issued by any state of the United States of America or any political subdivision
thereof having one of the two highest ratings obtainable from either Moody’s or Standard & Poor’s with maturities of 12 months or less from the date of acquisition; (4) certificates of deposit and eurodollar time deposits
with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case, with any lender party to the Credit Agreement or with any domestic
commercial bank having capital and surplus in excess of $500.0 million and a Thomson Bank Watch Rating of “B” or better; (5) repurchase obligations with a term of not more than seven 

  
 3 








 
days for underlying securities of the types described in clauses (2), (3) and (4) above entered into with any financial institution meeting the qualifications specified in
clause (4) above; (6) commercial paper having the highest rating obtainable from Moody’s or Standard & Poor’s and in each case maturing within one year after the date of acquisition; (7) money market funds at least
95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (6) of this definition; and (8) with respect to any Foreign Subsidiary, deposit accounts held by such Foreign Subsidiary in local
currency at local commercial banks or savings banks or saving and loan associations in the ordinary course of business. 
 “Change
of Control” means the occurrence of any of the following: 
 (1) the direct or indirect sale, transfer, assignment,
lease, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of the Company and its Restricted Subsidiaries, taken as a whole, to any
“person” (as that term is used in Section 13(d)(3) of the Exchange Act) other than the Company, any Restricted Subsidiary or any Parent Company; 

(2) the approval by the holders of the Voting Stock of the Company or any Parent Company of a plan relating to the liquidation
or dissolution of the Company or any Parent Company or, if no such approval is required, the adoption of a plan by the Company or any Parent Company relating to the liquidation or dissolution of the Company or any Parent Company; 

(3) the consummation of any transaction (including without limitation any merger or consolidation) the result of which is that
any “person” or “group” (as that term is used in Sections 13(d) and 14(d) of the Exchange Act), other than a Parent Company, becomes the Beneficial Owner, directly or indirectly, of more than 50% of the voting power of the
Voting Stock of the Company; 
 (4) the Company consolidates with, or merges with or into, any Person, or any Person
consolidates with, or merges with or into, the Company, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of the Company or such other Person is converted into or exchanged for cash, securities or other
property, other than any such transaction where (A) the Voting Stock of the Company outstanding immediately prior to such transaction is converted into or exchanged for Voting Stock (other than Disqualified Stock) of the surviving or transferee
Person constituting a majority of the outstanding shares of such Voting Stock of such surviving or transferee Person (immediately after giving effect to such issuance) and (B) immediately after such transaction, no “person” or
“group” (as such terms are used in Section 13(d) and 14(d) of the Exchange Act), becomes, directly or indirectly, the Beneficial Owner of 50% or more of the voting power of all classes of Voting Stock of the Company, other than in
each case, in connection with any transaction or series of transactions in which the Company shall become a Wholly Owned Subsidiary of a Parent Company; or 

(5) the first day on which a majority of the members of the Board of Directors of the Company are not Continuing Directors.


  
 4 








 “Clearstream” means Clearstream Banking, société anonyme, or its
successor. 
 “Closing Date” means October 3, 2013. 

“Code” means the Internal Revenue Code of 1986, as amended. 

“Company” means The GEO Group, Inc. until a successor replaces it pursuant to Article V hereof and thereafter means the
successor. 
 “Consolidated Cash Flow” means, with respect to any specified Person for any period, the Consolidated Net
Income of such Person for such period; plus, in each case, to the extent deducted in computed Consolidated Net Income, 

(1) losses realized by such Person and its Restricted Subsidiaries in connection with sales of assets outside the ordinary
course of business; plus 
 (2) provision for taxes based on income or profits of such Person and its Restricted
Subsidiaries for such period; plus 
 (3) consolidated interest expense of such Person and its Restricted Subsidiaries
for such period, whether paid or accrued and whether or not capitalized (including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment
obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letters of credit or
bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations), net of Non-Recourse Interest Payments received in cash by the Company or any Restricted Subsidiary relating to any
Non-Recourse Project Financing Indebtedness up to the amount of interest expense for such Non-Recourse Project Financing Indebtedness; plus 

(4) proceeds actually received from any business interruption insurance; plus 

(5) depreciation, amortization (including amortization of intangibles but excluding amortization of prepaid cash expenses that
were paid in a prior period) and other non-cash expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash payments in any future period or amortization of a prepaid cash expense that was paid in
a prior period) of such Person and its Restricted Subsidiaries for such period; minus 
 (6) non-cash items increasing
such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business; 
 in each case, on a consolidated basis
and determined in accordance with GAAP. 
 Notwithstanding the preceding, the provision for taxes based on the income or profits of, and the
depreciation and amortization and other non-cash expenses of, a Restricted 

  
 5 








 
Subsidiary of the Company shall be added to Consolidated Net Income to compute Consolidated Cash Flow of the Company only to the extent that a corresponding amount would be permitted at the date
of determination to be dividended to the Company by such Restricted Subsidiary without prior governmental approval (that has not been obtained), and without direct or indirect restriction pursuant to the terms of its charter and all agreements,
instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to that Restricted Subsidiary or its stockholders. 

“Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate of the Net Income of such
Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided, that: 

(1) the Net Income (but not loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity
method of accounting will be included only to the extent of the amount of dividends or distributions paid in cash to the specified Person or a Restricted Subsidiary of the Person; 

(2) the Net Income of any Restricted Subsidiary shall be excluded to the extent that the declaration or payment of dividends or
similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its
charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders; 

(3) the Net Income of any Person acquired during such period for any period prior to the date of such acquisition shall be
excluded; 
 (4) the cumulative effect of a change in accounting principles shall be excluded; 

(5) the Net Income or loss of any Unrestricted Subsidiary will be included only to the extent of the amount of dividends or
distributions paid in cash to the specified Person or a Restricted Subsidiary of the Person; 
 (6) any non-recurring or
unusual gains or losses (less all fees and expenses relating thereto) or expenses (including, but not limited to, any expenses relating to severance, relocation, and one-time compensation charges and any expenses directly attributable to the
implementation of cost saving initiatives) shall be excluded; 
 (7) any net after-tax income (loss) from disposed or
discontinued operations and any net after-tax gains or losses on disposal of disposed or discontinued operations shall be excluded; 

(8) the amount of any restructuring charge, integration costs or other business optimization expenses or reserve shall be
excluded; 

  
 6 








 (9) any foreign currency translation gains or losses (including gains or losses
related to currency remeasurements of Indebtedness) of such Person and its Restricted Subsidiaries for such period, shall be excluded; 

(10) any after-tax effect of income (loss) from the early extinguishment or cancellation of Indebtedness or Hedging Obligations
or other derivative instruments shall be excluded; and 
 (11) any fees, expenses or charges related to any equity offering,
Permitted Investment, acquisition, disposition, recapitalization or the incurrence of Indebtedness not prohibited from being incurred by this Indenture (including a refinancing thereof), whether or not completed or successful, shall be excluded,
including (i) such fees, expenses or charges related to the offering of the Notes, the 5 1/8% Senior Notes due 2023 of the Company and the Credit Agreement and (ii) any amendment or other modification of the Notes, the 7 3/4% Senior
Notes due 2017 of the Company, the 6.625% Senior Notes due 2021 of the Company, the 5 1/8% Senior Notes due 2023 of the Company and the Credit Agreement. 

“Consolidated Tangible Assets” means the total assets, less goodwill and other intangibles shown on the most recent
consolidated balance sheet of the Company and its Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP less all write-ups (other than write-ups in connection with acquisitions) subsequent to the date hereof in the book
value of any asset (except any such intangible assets) owned by the Company or any of the Restricted Subsidiaries. 
 “Consolidated
Total Leverage Ratio” means, as of any Transaction Date with respect to any Person, the ratio of: 
 (1) the
aggregate amount of Indebtedness of such Person and its Restricted Subsidiaries on a consolidated basis outstanding on such Transaction Date, to 

(2) the aggregate amount of Consolidated Cash Flow of such Person and its Restricted Subsidiaries for such Person’s most
recently ended four full fiscal quarters immediately preceding such Transaction Date for which internal financial statements are available. 
 The
Consolidated Total Leverage Ratio shall be calculated in a manner consistent with the definition of “Fixed Charge Coverage Ratio” in this Section 1.01, including any pro forma adjustments to Indebtedness and Consolidated Cash Flow.

 “Continuing Directors” means, as of any date of determination, any member of the Board of Directors of the Company who:

 (1) was a member of such Board of Directors on the date of this Indenture; or 

(2) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing
Directors who were members of such Board at the time of such nomination or election. 

  
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 “Corporate Trust Office” means the designated office of the Trustee at which at
any time its corporate trust business shall be administered, which office at the date hereof is located at the address of the Trustee specified in Section 12.02 hereof, or such other address as to which the Trustee may from time to time give
notice to the Company and to the Holders. 
 “Credit Agreement” means that certain Amended and Restated Credit Agreement,
dated as of April 3, 2013, by and among the Company, BNP Paribas, as Administrative Agent, BNP Paribas Securities Corp., as Lead Arranger, and the lenders who are, or may from time to time become, a party thereto, including any related
notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as amended (and/or amended and restated) as of the date hereof and as may be further amended (and/or amended and restated),
modified, renewed, refunded, replaced or refinanced from time to time, in whole or in part, with the same or different lenders (including, without limitation, any amendment, amendment and restatement, modification, renewal, refunding, replacement or
refinancing that increases the maximum amount of the loans made or to be made thereunder). 
 “Credit Facilities” means one
or more debt facilities (including, without limitation, the Credit Agreement) or commercial paper facilities, in each case with banks or other institutional lenders providing for revolving credit loans, term loans, project financings, receivables
financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, in each case, as amended (and/or amended and restated), restated,
modified, renewed, refunded, replaced or refinanced in whole or in part from time to time, but excluding, in each case any debt securities. 

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

 “Definitive Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with
Section 2.07 hereof, substantially in the form of Exhibit A hereto, except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto. 

“Depositary” means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in
Section 2.04 hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as depositary hereunder and having become such pursuant to the applicable provision of this Indenture. 

“Designated Asset” means any facility used in a Permitted Business owned or leased by the Company or any Restricted
Subsidiary that is subject to a Governmental Authority’s option to purchase or right of reversion under the related Designated Asset Contract. 

“Designated Asset Contract” means (a) contracts or arrangements in existence on the date of this Indenture with respect
to the following facilities under which a Governmental Authority has the right to purchase such facility for the Designated Asset Value of such facility, or with respect to which there is a right of reversion of all or a portion of the
Company’s or a 

  
 8 








 
Restricted Subsidiary’s ownership or leasehold interest in such facility: Western Region Detention Facility at San Diego; Central Arizona Correctional Facility; Arizona State Prison Phoenix;
Robert A. Deyton Detention Facility; Lawton Correctional Facility; Arizona State Prison Florence; and Leadership Development Program (So. Mountain, PA); and (b) a contract that is acquired or entered into after the date of this Indenture under
which a Governmental Authority has an option to purchase a Designated Asset from the Company or a Restricted Subsidiary for a Designated Asset Value or a right of reversion of all or a portion of the Company’s or such Restricted
Subsidiary’s ownership or leasehold interest in such Designated Asset, provided that such contract is acquired or entered into in the ordinary course of business and is preceded by (i) a resolution of the Board of Directors of the
Company set forth in an Officers’ Certificate certifying that the acquisition or entering into of such contract has been approved by a majority of the members of the Board of Directors or (ii) an Officers’ Certificate certifying that
the acquisition or entering into of such contract has been approved by the Chief Executive Officer of the Company and, in either case, the option to purchase or right of reversion in such contract is on terms the Board of Directors, or the Chief
Executive Officer, as applicable, has determined to be reasonable and in the best interest of the Company taking into account the transaction contemplated thereby or by the acquisition thereof. 

“Designated Asset Value” means the aggregate consideration to be received by the Company or a Restricted Subsidiary as set
forth in a Designated Asset Contract. 
 “Designated Non-Cash Consideration” means
the fair market value of total consideration received by the Company or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-Cash Consideration pursuant to an
Officers’ Certificate, setting forth the basis of such valuation, executed by the Company’s principal executive officer or principal financial officer, less the amount of cash or Cash Equivalents received in connection with the Asset Sale.

 “Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is
convertible, or for which it is exchangeable, in each case at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable
at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the date on which the Notes mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute
Disqualified Stock solely because the holders of the Capital Stock have the right to require the Company to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale shall not constitute Disqualified Stock if the
terms of such Capital Stock provide that the Company may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with Section 4.07 hereof. 

“Domestic Subsidiary” means any Restricted Subsidiary of the Company that was formed under the laws of the United States or
any state of the United States (but not the laws of Puerto Rico) or the District of Columbia or that guarantees or otherwise provides direct credit support for any Indebtedness of the Company or any Guarantor. 

  
 9 








 “Equity Interests” means Capital Stock and all warrants, options or other rights
to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock). 
 “Equity
Offering” means an offering of Capital Stock (other than Disqualified Stock or Capital Stock that by its terms has a preference in liquidation or as to dividends over any other Capital Stock) of the Company (other than (1) an offering
pursuant to a registration statement on Form S-8 or otherwise relating to equity securities issuable under any employee benefit plan of the Company and (2) an offering with aggregate net proceeds to the Company of less than $35.0 million). 

“Euroclear” means Euroclear Bank S.A./N.V., as operator of Euroclear System, and any successor thereto. 

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

“Exchange Notes” means the Notes issued in the Exchange Offer in accordance with Section 2.07(f) hereof. 

“Exchange Offer” has the meaning set forth in the Registration Rights Agreement. 

“Exchange Offer Registration Statement” has the meaning set forth in the Registration Rights Agreement. 

“Existing Indebtedness” means the Indebtedness of the Company and its Subsidiaries (other than Indebtedness under the Credit
Agreement) in existence on the date hereof, until such amounts are repaid. 
 “Fixed Charges” means, with respect to any
specified Person for any period, the sum, without duplication, of: 
 (1) the consolidated interest expense of such Person
and its Restricted Subsidiaries for such period, whether paid or accrued and whether or not capitalized, including, without limitation, amortization of original issue discount, the interest component of any deferred payment obligations, the interest
component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letters of credit or bankers’ acceptance
financings, and net of the effect of all payments made or received pursuant to Hedging Obligations, net of Non-Recourse Interest Payments received in cash by the Company or any Restricted Subsidiary relating to any Non-Recourse Project Financing
Indebtedness up to the amount of interest expense for such Non-Recourse Project Financing Indebtedness, but excluding amortization of debt issuance costs and non-cash interest expense imputed on convertible debt instruments pursuant to APB
No. 14-1; plus 
 (2) any interest expense on Indebtedness of another Person to the extent such indebtedness is
Guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; plus 

  
 10 








 (3) the product of (a) all dividends, whether paid or accrued and whether or
not in cash, on any series of Disqualified Stock or preferred stock of such Person or any of its Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of the Company (other than Disqualified Stock),
times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local effective cash tax rate of such Person, expressed as a decimal, in each case, determined on a
consolidated basis and in accordance with GAAP. 
 “Fixed Charge Coverage Ratio” means with respect to any specified Person
for any period, the ratio of the Consolidated Cash Flow of such Person for such period to the Fixed Charges of such Person for such period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, Guarantees,
repays, repurchases or redeems any indebtedness (other than ordinary working capital borrowings) or issues, repurchases or redeems preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being
calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect
to such incurrence, assumption, Guarantee, repayment, repurchase or redemption of Indebtedness, or such issuance, repurchase or redemption of preferred stock, and the use of the proceeds therefrom as if the same had occurred at the beginning of the
applicable four-quarter reference period, provided, however, that interest expense, if any, attributable to any Non-Recourse Project Financing Indebtedness computed on a pro forma basis, shall be computed giving pro forma effect to any
Non-Recourse Interest Payments related to such Non-Recourse Project Financing Indebtedness, provided, further, that the obligation to make such Non-Recourse Interest Payments commences with the incurrence of the corresponding
Non-Recourse Project Financing Indebtedness. 
 In addition, for purposes of calculating the Fixed Charge Coverage Ratio: 

(1) acquisitions that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers
or consolidations and including any related financing transactions, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date will be given pro forma effect as if they had occurred on the
first day of the four-quarter reference period and Consolidated Cash Flow for such reference period will be calculated on a pro forma basis in accordance with Regulation S-X under the Securities Act, but without giving effect to clause (3) of
the proviso set forth in the definition of Consolidated Net Income; provided that, for purposes of calculating the Fixed Charge Coverage Ratio with respect to the Company, such calculations on a pro forma basis may, notwithstanding anything
to the contrary in this Indenture or Regulation S-X, include adjustments to reflect the amount of cost savings, operational improvements and synergies projected by the Company in good faith to be realized as a result of actions taken or expected to
be taken within 12 months (calculated on a pro forma basis as though such cost savings, operational improvements and synergies had been realized on the first day of such period), net of the amount of actual benefits realized during such period from
such actions; provided further, that 

  
 11 








 
(x) such cost savings, operational improvements and synergies are reasonably identifiable and factually supportable, (y) such cost savings, operational improvements and synergies are
expected to be realized within 18 months of the date thereof in connection with such actions and (z) the aggregate amount of cost savings, operational improvements and synergies added pursuant to this proviso shall not exceed 15.0% of
Consolidated Cash Flow on a consolidated basis for the Company’s and its Restricted Subsidiaries’ most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the Transaction
Date; 
 (2) the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and
operations or businesses disposed of prior to the Calculation Date, will be excluded; and 
 (3) the Fixed Charges
attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Calculation Date, will be excluded, but only to the extent that the obligations giving rise to such Fixed Charges
will not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date. 
 “Foreign
Subsidiary” means any Restricted Subsidiary of the Company that is not a Domestic Subsidiary. 
 “Funds From
Operations” for any period means the Consolidated Net Income of the Company and the Restricted Subsidiaries for such period determined in conformity with GAAP after adjustments for unconsolidated partnerships and joint ventures, plus
depreciation and amortization of real property (including furniture and equipment) and other Real Estate Assets of the Company and the Restricted Subsidiaries and excluding (to the extent such amount was deducted in calculating such Consolidated Net
Income): 
 (1) gains or losses from (a) the restructuring or refinancing of Indebtedness or (b) sales of
properties; 
 (2) non-cash asset impairment charges; 

(3) non-cash charges related to redemptions of preferred stock of the Company; 

(4) any non-cash compensation expense attributable to grants of stock options, restricted stock or similar rights to officers,
directors and employees of the Company and any of its Subsidiaries; 
 (5) the amortization of financing fees and the
write-off of financing costs; 
 (6) any other non-cash charges associated with the sale or settlement of any Hedging
Obligations; and 
 (7) amortization of intangible assets relating to acquisitions. 

  
 12 








 “GAAP” means generally accepted accounting principles set forth in the opinions
and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have
been approved by a significant segment of the accounting profession as amended and/or modified from time to time. All ratios and computations contained or referred to herein shall be computed in conformity with GAAP applied on a consistent basis.

 “Global Note Legend” means the legend set forth in Section 2.07(g)(ii), which is required to be placed on all
Global Notes issued under this Indenture. 
 “Global Notes” means, individually and collectively, each of the Restricted
Global Notes and the Unrestricted Global Notes issued in accordance with certain sections of this Indenture. 
 “Government
Operating Agreement” means any management services contract, operating agreement, use agreement, lease or similar agreement with a Governmental Authority relating to a facility in a Permitted Business. 

“Government Securities” means securities issued or directly and fully guaranteed or insured by the United States government
or any agency or instrumentality of the United States government; provided that the full faith and credit of the United States is pledged in support of those securities. 

“Governmental Authority” means any nation, province, state, municipality or political subdivision thereof, and any government
or any agency or instrumentality thereof exercising executive, legislative, regulatory or administrative functions of or pertaining to government, and any corporation or other entity owned or controlled, through stock or capital ownership or
otherwise, by any of the foregoing. 
 “Guarantee” means a guarantee other than by endorsement of negotiable instruments
for collection or deposit in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any
part of any Indebtedness, provided that the pledge of any Government Operating Agreement with respect to any facility to secure Non-Recourse Project Financing Indebtedness related to such facility shall
not be deemed a Guarantee. 
 “Guarantors” means (i) the Initial Guarantors and any other Restricted Subsidiary that
executes a Note Guarantee in accordance with the provisions of this Indenture and its respective successors and assigns until released in accordance with the terms of this Indenture and (ii) any Parent Company and any parent entity of the
Company that executes a Note Guarantee in accordance with the provisions of this Indenture and its respective successors and assigns. 

  
 13 








 “Hedging Obligations” means, with respect to any specified Person, the
obligations of such Person under: 
 (1) interest rate swap agreements, interest rate cap agreements and interest rate collar
agreements; 
 (2) other agreements or arrangements designed to protect such Person against fluctuations in interest rates;
and 
 (3) foreign exchange contracts, currency swap agreements, currency option agreements and other agreements or
arrangements with respect to foreign currency exchange rates. 
 “Holder” means a Person in whose name a Note is
registered. 
 “Indebtedness” means, with respect to any specified Person, any indebtedness of such Person, whether or not
contingent: 
 (1) in respect of borrowed money; 

(2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect
thereof); 
 (3) in respect of banker’s acceptances; 

(4) representing Capital Lease Obligations; 

(5) representing the balance deferred and unpaid of the purchase price of any property, except any such balance that
constitutes an accrued expense or trade payable; or 
 (6) representing any Hedging Obligations, 

if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the
specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the
specified Person; provided that the pledge of any Government Operating Agreement to secure Non-Recourse Project Financing Indebtedness related to the facility that is the subject of such Government
Operating Agreement shall not be deemed Indebtedness) and, to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person. 

The amount of any Indebtedness outstanding as of any date will be: 

(1) the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount; and 

(2) the principal amount of the Indebtedness, together with any interest on the Indebtedness that is more than 30 days past due, in the
case of any other Indebtedness. 

  
 14 








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

 “Indirect Participant” means a Person who holds a beneficial interest in a Global Note through a Participant. 

“Initial Guarantors” means the Restricted Subsidiaries of the Company that Guarantee the Notes on the Issue Date, all of
which are signatories to this Indenture. 
 “Initial Purchasers” means the initial purchasers as defined in the Purchase
Agreement dated September 19, 2013. 
 “Institutional Accredited Investor” means an institution that is an
“accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, who are not also QIBs. 

“Investments” means, with respect to any Person, all direct or indirect investments by such Person in other Persons
(including Affiliates) in the forms of loans (including Guarantees or other obligations), advances or capital contributions (excluding commission, travel and similar advances to officers and employees made in the ordinary course of business),
purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP and including the
designation of a Restricted Subsidiary as an Unrestricted Subsidiary. If the Company or any Restricted Subsidiary of the Company sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of the Company such
that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of the Company, the Company will be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market
value of all Investments in such Restricted Subsidiary not sold or disposed of in an amount determined as provided in the final paragraph of Section 4.07 hereof. The acquisition by the Company or any Restricted Subsidiary of the Company of a
Person that holds an Investment in a third Person will be deemed to be an Investment by the Company or such Restricted Subsidiary in such third Person in an amount equal to the fair market value of the Investment held by the acquired Person in such
third Person in an amount determined as provided in the final paragraph of Section 4.07 hereof. 
 “Issue Date” means
the first date Notes are issued under this Indenture. 
 “Legal Holiday” means a Saturday, a Sunday or a day on which
banking institutions in The City of New York or at a place of payment are authorized by law, regulation or executive order to remain closed. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next
succeeding day that is not a Legal Holiday, and no interest shall accrue on such payment for the intervening period. 
 “Letter of
Transmittal” means the letter of transmittal to be prepared by the Company and sent to all Holders of the Notes for use by such Holders in connection with the Exchange Offer. 

  
 15 








 “Lien” means, with respect to any asset, any mortgage, lien, pledge, charge,
security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof,
any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction. 

“Liquidated Damages” means all liquidated damages then owing pursuant to Section 5 of the Registration Rights Agreement.

 “Moody’s” means Moody’s Investors Service, Inc. 

“Net Income” means, with respect to any specified Person for any period, the net income (loss) of such Person, determined in
accordance with GAAP and before any reduction in respect of preferred stock dividends, excluding, however: 
 (1) any gain
(but not loss), together with any related provision for taxes on such gain (but not loss), realized in connection with: (a) any sale of assets outside the ordinary course of business; or (b) the disposition of any securities by such Person
or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries; 

(2) any extraordinary gain or loss, together with any related provision for taxes on such extraordinary gain or loss; 

(3) any loss resulting from impairment of goodwill recorded on the consolidated financial statements of such Person pursuant to
SFAS No. 142 “Goodwill and Other Intangible Assets”; 
 (4) any loss resulting from the change in fair value
of a derivative financial instrument pursuant to SFAS No. 133 “Accounting for Derivative Instruments and Hedging Activities”; and 

(5) amortization of debt issuance costs. 

“Net Proceeds” means the aggregate cash proceeds received by the Company or any of its Restricted Subsidiaries in respect of
any Asset Sale (including, without limitation, any cash or Cash Equivalents received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of 

(i) the direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees,
and sales commissions, and any relocation expenses incurred as a result of the Asset Sale, 
 (ii) taxes paid or payable as a
result of the Asset Sale, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements, 

  
 16 








 (iii) amounts required to be applied to the repayment of Indebtedness, secured by
a Lien on the asset or assets that were the subject of such Asset Sale, 
 (iv) any reserve for adjustment in respect of the
sale price of such asset or assets established in accordance with GAAP, and 
 (v) so long as after giving pro forma effect
to any such distribution and so long as no Default or Event of Default shall have occurred and be continuing, the amount required to be distributed to the holders of the Company’s Capital Stock as a result of such Asset Sale in order for the
Company to maintain its status as a REIT or to enable the Company to avoid payment of any tax for any calendar year that could be avoided by reason of a distribution by the Company to its shareholders, with such distribution to be made as and when
determined by the Company, whether during or after the end of, the relevant calendar year. 

“Non-Recourse Debt” means Indebtedness: 

(1) as to which neither the Company nor any of its Restricted Subsidiaries (a) provides credit support of any kind
(including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise, or (c) constitutes the lender; 

(2) no default with respect to which (including any rights that the holders of the Indebtedness may have to take enforcement
action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness of the Company or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment
of the Indebtedness to be accelerated or payable prior to its Stated Maturity; and 
 (3) as to which the lenders have been
notified in writing that they will not have any recourse to the stock, property or assets of the Company or any of its Restricted Subsidiaries. 

“Non-Recourse Project Financing Indebtedness” means any Indebtedness of a Subsidiary (the “Project Financing
Subsidiary”) incurred in connection with the acquisition, construction or development of any facility (and any Attributable Debt in respect of a Sale and Leaseback Transaction entered into in connection with (i) the acquisition,
construction or development of any facility by the Company and its Restricted Subsidiaries after the date of this Indenture or (ii) any vacant land upon which a facility related to any Permitted Business is to be built): 

(1) where either the Company, a Restricted Subsidiary or such Project Financing Subsidiary operates or is responsible for the
operation of the facility pursuant to a Government Operating Agreement; 
 (2) as to which neither the Company nor any of its
Restricted Subsidiaries, other than such Project Financing Subsidiary, (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness


  
 17 








 
or Attributable Debt), it being understood that neither (i) equity Investments funded at the time of or prior to the incurrence of such Indebtedness or Attributable Debt, nor (ii) the
pledge by the Company or any Restricted Subsidiary of the Government Operating Agreement relating to such facility shall be deemed credit support or an Investment or (b) is directly or indirectly liable as a guarantor or otherwise; 

(3) where, upon the termination of the management services contract with respect to such facility, neither the Company nor any
of its Restricted Subsidiaries, other than the Project Financing Subsidiary, will be liable, directly or indirectly, to make any payments with respect to such Indebtedness or Attributable Debt (or, in each case, any portion thereof); 

(4) the interest expense related to such Indebtedness or Attributable Debt is fully serviced by a payment pursuant to a
Government Operating Agreement with respect to such facility (the “Non-Recourse Interest Payment”); and 

(5) such Project Financing Subsidiary has no assets other than the assets, including any ownership or leasehold interests in
such facility and any working capital, reasonably related to the design, construction, management and financing of the facility. 

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

“Note Guarantee” means a Guarantee of the Notes pursuant to this Indenture. 

“Notes” means the 5 7/8% Senior Notes due 2022 of the Company issued on the date hereof and any Additional Notes, including
the Exchange Notes. The Notes and the Additional Notes, if any, shall be treated as a single class for all purposes under this Indenture. 

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities
payable under the documentation governing any Indebtedness. 
 “Offering” means the offering of the Notes by the Company.

 “Offering Memorandum” means that certain Offering Memorandum dated September 19, 2013 relating to the Offering.

 “Officer” means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the
Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary, an Assistant Secretary or any Vice-President of such Person. 

“Officers’ Certificate” means a certificate signed on behalf of the Company by at least two Officers of the Company, one
of whom must be the principal executive officer, the principal financial officer or the principal accounting officer of the Company, that meets the requirements of Section 12.05 hereof. 

  
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 “Opinion of Counsel” means an opinion from legal counsel who is reasonably
acceptable to the Trustee, that meets the requirements of Section 12.05 hereof. The counsel may be an employee of or counsel to the Company, any Subsidiary of the Company or the Trustee. 

“Parent Company” means any Person so long as such Person (i) holds, directly or indirectly, 100% of the total voting
power of the Capital Stock of the Company and (ii) provides a Note Guarantee; and at and after the time such Person acquired such voting power, (x) no “person” or “group” (as such terms are used in Section 13(d)
and 14(d) of the Exchange Act) shall be or become a Beneficial Owner, directly or indirectly, of 50% or more of the total voting power of the Capital Stock of such Person and (y) each of the total assets, revenues, income from continuing
operations before income taxes and cash flows from operating activities of such Person, determined on a consolidated basis in accordance with GAAP, but excluding in each case amounts related to its investment in the Company, as shown in the most
recent fiscal quarter financial statements of such Person (measured on a most recent trailing four fiscal quarter basis with respect to revenues, income from continuing operations before income taxes and cash flows from operating activities), is not
more than 3.0% of such Person’s corresponding consolidated amount determined in accordance with GAAP. 
 “Participant”
means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream, respectively (and with respect to DTC, shall include Euroclear and Clearstream). 

“Permitted Business” means the business conducted by the Company and its Subsidiaries on the date hereof and businesses
reasonably related thereto or ancillary or incidental thereto or a reasonable extension thereof, including the provision of services or goods to Governmental Authorities, or any change in the business of the Company and its Subsidiaries necessary to
continue to qualify as a REIT. 
 “Permitted Debt” has the meaning set forth in Section 4.09(b) hereof. 

“Permitted Investments” means: 

(1) any Investment in the Company or in a Restricted Subsidiary (other than a Project Financing Subsidiary); 

(2) any Investment in cash or Cash Equivalents; 

(3) any Investment by the Company or any Restricted Subsidiary of the Company in a Person (other than a Project Financing
Subsidiary) if as a result of such Investment: 
 (A) such Person becomes a Restricted Subsidiary (other than a Project
Financing Subsidiary); or 
 (B) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys
substantially all of its assets to, or is liquidated into, the Company or any Restricted Subsidiary (other than a Project Financing Subsidiary); 

  
 19 








 (4) any Investment made as a result of the receipt of non-cash consideration from
an Asset Sale that was made pursuant to and in compliance with Section 4.10; 
 (5) any Investments received in
compromise of obligations of trade creditors or customers that were incurred in the ordinary course of business, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or
customer; 
 (6) Hedging Obligations entered into in the ordinary course of business and not for any speculative purpose;

 (7) other Investments in any other Person having an aggregate fair market value (measured on the date each such Investment
was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (7) not to exceed: (a) $75.0 million; plus (b) the net reductions in Investments made
pursuant to this clause (7) resulting from distributions on or repayments of such Investments or from the net cash proceeds from the sale or other disposition of any such Investment; provided, that, the net reduction in any Investment
shall not exceed the amount of such Investment; 
 (8) 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; 

(9) loans or advances to employees made in the ordinary course of business of the Company or any Restricted Subsidiary not to
exceed $7.5 million outstanding at any one time for all loans or advances under this clause (9); 
 (10) 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 or pursuant to any plan of reorganization or similar
arrangement upon the bankruptcy or insolvency of a debtor; 
 (11) Investments in existence on the date of this Indenture;

 (12) Investments that are made or received in exchange for Equity Interests (other than Disqualified Stock) of the
Company; 
 (13) Investments in South African Services Pty Ltd. having an aggregate fair market value, when taken together
with all other Investments made pursuant to this clause (13) not to exceed $50.0 million; 
 (14) any Investments made
or acquired with the net cash proceeds of a substantially concurrent issuance or sale of Equity Interests (other than Disqualified Stock) of the Company; 

(15) any Investment in any Person that is not at the time of such Investment, or does not thereby become, a Restricted
Subsidiary, in an aggregate amount (measured on 

  
 20 








 
the date such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (15) since the date
of first issuance of the Notes (but, to the extent that any Investment made pursuant to this clause (15) since the date of first issuance of the Notes is sold or otherwise liquidated for cash, minus the lesser of (a) the cash return of
capital with respect to such Investment (less the cost of disposition, if any) and (b) the initial amount of such Investment) not to exceed 10% of Consolidated Tangible Assets; provided that the Company or a Restricted Subsidiary of the
Company has entered, or concurrently with any such Investment, enters into or assumes a Government Operating Agreement with respect to assets of such Person that are used or useful in a Permitted Business; and 

(16) Investments consisting of the financing of the sale of equipment (including capital leases) to customers in connection
with any contract for services entered into by the Company or any Restricted Subsidiary in the ordinary course of business. 

“Permitted Liens” means: 

(1) Liens on any assets (including real or personal property) of the Company and any Restricted Subsidiary securing
Indebtedness and other Obligations under Credit Facilities that were permitted to be incurred by the terms of this Indenture; 

(2) Liens in favor of the Company or the Guarantors; 

(3) Liens on property of a Person existing at the time such Person is merged with or into or consolidated with the Company or
any Restricted Subsidiary of the Company; provided that such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with
the Company or the Restricted Subsidiary; 
 (4) Liens on property existing at the time of acquisition of the property by the
Company or any Restricted Subsidiary of the Company, provided that such Liens were in existence prior to the contemplation of such acquisition and do not extend to any property other than the property so acquired by the Company or the
Restricted Subsidiary; 
 (5) Liens to secure the performance of statutory obligations, surety or appeal bonds, performance
bonds or other obligations of a like nature incurred in the ordinary course of business; 
 (6) Liens to secure Indebtedness
(including Capital Lease Obligations) incurred under Section 4.09(b)(iv) hereof covering only the assets acquired with such Indebtedness; 

(7) Liens existing on the date hereof; 

(8) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in
good faith by appropriate proceedings promptly instituted and diligently concluded; provided, that, any reserve or other appropriate provision as is required in conformity with GAAP has been made therefor; 

  
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 (9) Liens securing Permitted Refinancing Indebtedness; provided that any
such Lien does not extend to or cover any property, Capital Stock or Indebtedness other than the property, shares or debt securing the Indebtedness so refunded, refinanced or extended; 

(10) Attachment or judgment Liens not giving rise to a Default or an Event of Default; 

(11) Liens on the Capital Stock of Unrestricted Subsidiaries securing Indebtedness of such Unrestricted Subsidiaries; 

(12) Liens incurred with respect to obligations that do not exceed $25.0 million at any one time outstanding; 

(13) pledges or deposits under workmen’s compensation laws, unemployment insurance laws or similar legislation, or good
faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which the Company or any Restricted Subsidiary is a party, or deposits to secure public or statutory obligations of the Company or
any Restricted Subsidiary or deposits or cash or Government Securities to secure surety or appeal bonds to which the Company or any Restricted Subsidiary is a party, or deposits as security for contested taxes or import or customs duties or for the
payment of rent, in each case incurred in the ordinary course of business; 
 (14) Liens imposed by law, including
carriers’, warehousemen’s and mechanics’ Liens, in each case for sums not yet due or being contested in good faith by appropriate proceedings if a reserve or other appropriate provisions; if any, as shall be required by GAAP shall
have been made in respect thereof; 
 (15) encumbrances, easements or reservations of, or rights of others for, licenses,
rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties or liens incidental to the conduct of the business of the Company or a Restricted
Subsidiary or to the ownership of its properties 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 the Company or such Restricted Subsidiary;

 (16) Liens securing Hedging Obligations so long as the related Indebtedness is secured by a Lien on the same property
securing such Hedging Obligations; 
 (17) leases and subleases of real property which do not materially interfere with the
ordinary conduct of the business of the Company or any of its Restricted Subsidiaries; 
 (18) normal customary rights of
setoff upon deposits of cash in favor of banks or other depository institutions; 

  
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 (19) Liens on assets of a Project Financing Subsidiary securing Non-Recourse Project Financing Indebtedness of such Project Financing Subsidiary and Liens on any Government Operating Agreement securing Non-Recourse Project Financing
Indebtedness related to the facility that is the subject of such Government Operating Agreement; and 
 (20) any interest or
title of a lessor, licensor or sublicensor in the property subject to any lease, license or sublicense (other than property that is the subject of a Sale and Leaseback Transaction). 

“Permitted Refinancing Indebtedness” means any Indebtedness of the Company or any of its Restricted Subsidiaries issued in
repayment of, exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, repay, defease or refund other Indebtedness of the Company or any of its Restricted Subsidiaries (other than intercompany Indebtedness and
Disqualified Stock of the Company or a Restricted Subsidiary); provided, that: 
 (1) the principal amount (or
accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so extended, refinanced, renewed, replaced, repaid, defeased or refunded (plus all
accrued interest on the Indebtedness and the amount of all expenses and premiums incurred in connection therewith); 
 (2)
such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended,
refinanced, renewed, replaced, repaid, defeased or refunded; 
 (3) if the Indebtedness being extended, refinanced, renewed,
replaced, repaid, defeased or refunded is subordinated in right of payment to the Notes, such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and is subordinated in right of payment to, the Notes
on terms at least as favorable to the Holders of Notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, repaid, defeased or refunded; and 

(4) such Indebtedness is incurred either by the Company or by any Restricted Subsidiary who is an obligor on the Indebtedness
being extended, refinanced, renewed, replaced, repaid, defeased or refunded. 
 “Person” means any individual, corporation,
partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity. 

“Private Placement Legend” means the legend set forth in Section 2.07(g)(i) to be placed on all Notes issued under this
Indenture except where otherwise permitted by the provisions of this Indenture. 
 “QIB” means a “qualified
institutional buyer” as defined in Rule 144A. 

  
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 “Registration Rights Agreement” means the Registration Rights Agreement, dated
as of October 3, 2013, by and among the Company and the other parties named on the signature pages thereof, as such agreement may be amended, modified or supplemented from time to time. 

“Regulation S” means Regulation S promulgated under the Securities Act. 

“Regulation S Global Note” means a global note bearing the Global Note Legend and the Private Placement Legend and
deposited with or on behalf of, and registered in the name of, the Depositary or its nominees that shall be issued in a denomination equal to the outstanding principal amount at maturity of the Notes resold in reliance on Regulation S. 

“REIT” means a real estate investment trust. 

“Responsible Officer,” when used with respect to the Trustee, means any vice president, assistant vice president or other
trust officer within the Corporate Trust Office of the Trustee (or any successor group of the Trustee) or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also
means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his or her knowledge of and familiarity with the particular subject and who shall have direct responsibility for the
administration of this Indenture. 
 “Restricted Definitive Note” means a Definitive Note bearing the Private Placement
Legend. 
 “Restricted Global Note” means a Global Note bearing the Private Placement Legend. 

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

“Restricted Subsidiary” means any Subsidiary of the Company that is not an Unrestricted Subsidiary. 

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

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

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

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

“Sale and Leaseback Transaction” means any direct or indirect arrangement relating to property with a book value in excess of
$10.0 million now owned or hereafter acquired whereby the Company or a Restricted Subsidiary transfers such property to another Person and the Company or a Restricted Subsidiary leases it from such Person other than a lease properly characterized
pursuant to GAAP as a Capital Lease Obligation, other than transfers and leases among the Company and any Restricted Subsidiaries or among Restricted Subsidiaries. 

  
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 “SEC” means the Securities and Exchange Commission. 

“Securities Act” means the Securities Act of 1933, as amended. 

“Shelf Registration Statement” means the Shelf Registration Statement as defined in the Registration Rights Agreement. 

“Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined in
Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date hereof. 

“Standard & Poor’s” means Standard & Poor’s Rating Services. 

“Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on
which such payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and shall not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to
the date originally scheduled for the payment thereof. 
 “Subsidiary” means, with respect to any specified Person:
(1) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers
or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and (2) any partnership (a) the sole general partner or the
managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are such Person or one or more Subsidiaries of such Person (or any combination thereof). 

“TIA” means the Trust Indenture Act of 1939, as in effect on the date on which this Indenture is qualified under the TIA,
except as provided in Section 9.03 hereof. 
 “Transaction Date” means, with respect to the incurrence of any
Indebtedness by the Company or any Restricted Subsidiary, the date such Indebtedness is to be incurred and, with respect to any Restricted Payment, the date such Restricted Payment is to be made. 

“Treasury Rate” means as of any date of redemption of Notes the yield to maturity at the time of computation of United States
Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to the redemption date (or, if
such Statistical Release is no longer published, any publicly available source or similar market data)) most nearly equal to the period from the redemption date to January 15, 2017; provided, however, that if the period from
the redemption date to January 15, 2017 is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the
nearest one twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the period from the redemption date to January 15, 2017 is less than one year, the weekly
average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used. 

  
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 “Trustee” means Wells Fargo Bank, National Association, until a successor
replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder. 

“Unoccupied Facility” means any prison facility owned by the Company or a Restricted Subsidiary which for the fifty-two week
period ending on the date of measurement has had an average occupancy level of less than 15%. 
 “Unrestricted Definitive
Note” means one or more Definitive Notes that do not bear and are not required to bear the Private Placement Legend. 

“Unrestricted Global Note” means a permanent Global Note substantially in the form of Exhibit A attached hereto that
bears the Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, and that is deposited with or on behalf of and registered in the name of the Depositary, representing a series of Notes
that do not bear the Private Placement Legend. 
 “Unrestricted Subsidiary” means (a) CSC of Tacoma, LLC, GEO
International Holdings, LLC, WCC Financial, Inc., WCC Development, Inc., GEO/FL/01, Inc., GEO/FL/02, Inc., GEO/FL/03, Inc., GEO Design Services, Inc., The GEO Group UK Ltd., The GEO Group Ltd., South African Custodial Holdings Pty. Ltd., The GEO
Group Australasia Pty, Ltd., GEO Australasia Pty, Ltd., The GEO Group Australia Pty, Ltd., Australasian Correctional Investment Pty, Ltd., Pacific Rim Employment Pty, Ltd., Canadian Correctional Management, Inc., Miramichi Youth Center Management,
Inc., The GEO Group New Zealand Limited, South Africa Custodial Services Pty, Ltd. (SACS), South African Custodial Management Pty, Ltd. (SACM), South African Custodial Management Pty, Ltd. (Paarl), South African Custodial Management Pty, Ltd.
(Kerksdorpl), South African Custodial Management Pty, Ltd. (East London), South African Custodial Management Pty, Ltd. (Nigel), Pacific Rim Employment Pty, Ltd. (No. 2), Australasian Correctional Services Pty, Ltd., Sentencing Concepts, Inc., GEO
Custodial Ltd. (Mauritius), BI Incorporated Puerto Rico, Wackenhut Corrections Corporation N.V., GEO Amey PECS Ltd., and Wackenhut Corrections Puerto Rico, Inc.; and (b) any other Subsidiary of the Company that is designated by the Board of
Directors of the Company as an Unrestricted Subsidiary pursuant to a Board Resolution; and (c) any direct or indirect Subsidiary of any Subsidiary described in clauses (a) or (b). 

The Board of Directors of the Company may designate any Subsidiary of the Company (including any newly acquired or newly formed Subsidiary or
a Person becoming a Subsidiary through merger, consolidation or other business combination transaction, or Investment therein) to be an Unrestricted Subsidiary only if: 

(1) such Subsidiary or any of its Subsidiaries does not own any Capital Stock or Indebtedness of, or own or hold any Lien on
any property of, the Company or any other Subsidiary of the Company which is not a Subsidiary of the Subsidiary to be so designated or otherwise an Unrestricted Subsidiary; and 

(2) such designation and the Investment of the Company in such Subsidiary complies with Section 4.07 hereof. 

  
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 Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary will be evidenced to
the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted under
Section 4.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any
Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof, the Company will be in
default of such covenant. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a
Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09 hereof, calculated on a pro forma
basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation. 

“U.S. Dollar Equivalent” means with respect to any monetary amount in a currency other than U.S. dollars, at the 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” table under the heading “Currency Trading” on the date two Business Days prior to such determination. 

Except as described in Section 4.09 hereof, whenever it is necessary to determine whether the Company has complied with any covenant in
this Indenture or a Default has occurred and an amount is expressed in a currency other than U.S. dollars, such amount will be treated as the U.S. Dollar Equivalent determined as of the date such amount was initially incurred in such currency.

 “U.S. Person” means a U.S. person as defined in Rule 902(k) under the Securities Act. 

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in
the election of the Board of Directors of such Person. 
 “Weighted Average Life to Maturity” means, when applied to any
Indebtedness at any date, the number of years obtained by dividing: (1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of
principal or liquidation preference, as the case may be, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making
of such payment; by (2) the then outstanding aggregate principal amount or liquidation preference, as the case may be, of such Indebtedness. 

  
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 “Wholly Owned Subsidiary” of any specified Person means a Subsidiary of such
Person all of the outstanding Capital Stock or other ownership interest of which (other than directors’ qualifying shares) shall at the time be owned by such Person or by one or more Wholly Owned Subsidiaries of such Person and one or more
Wholly Owned Subsidiaries of such Person. 
  

	Section 1.02	Other Definitions. 

  

			
	 Term
	  	Defined
in
Section
		
	“Affiliate Transaction”	  	4.11
	“Asset Sale Offer”	  	4.10
	“Authentication Order”	  	2.02
	“Change of Control Offer”	  	4.14
	“Change of Control Payment”	  	4.14
	“Change of Control Payment Date”	  	4.14
	“Covenant Defeasance”	  	8.03
	“Covenant Suspension Event”	  	4.19
	“DTC”	  	2.04
	“Event of Default”	  	6.01
	“Excess Proceeds”	  	4.10
	“incur”	  	4.09
	“Independent Assets or Operations”	  	4.03
	“Legal Defeasance”	  	8.02
	“Liquidated Damages Notice”	  	4.20
	“Offer Amount”	  	3.08
	“Offer Period”	  	3.08
	“offshore transaction”	  	2.07
	“Paying Agent”	  	2.04
	“Payment Default”	  	6.01
	“Permitted Debt”	  	4.09
	“Purchase Date”	  	3.08
	“Registrar”	  	2.04
	“Related Judgment”	  	12.09
	“Related Proceedings”	  	12.09
	“Repurchase Offer”	  	3.08
	“Restricted Payments”	  	4.07
	“Specified Courts”	  	12.09
	“Suspension Period”	  	4.19


  
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	Section 1.03	Incorporation by Reference of Trust Indenture Act. 

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

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

“indenture to be qualified” means this Indenture; 

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

“obligor” on the Notes means the Company and any successor obligor upon the Notes. 

All other terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule under
the TIA have the meanings so assigned to them. 
  

	Section 1.04	Rules of Construction. 

 Unless the context otherwise requires: 

(i) a term has the meaning assigned to it; 

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

(iii) “or” is not exclusive; 

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

(v) provisions apply to successive events and transactions; and 

(vi) references to sections of or rules under the Securities Act shall be deemed to include substitute, replacement and
successor sections or rules adopted by the SEC from time to time. 
 ARTICLE TWO 

THE NOTES 
  

	Section 2.01	Form and Dating. 

 (a) General. The Notes and the Trustee’s certificate of
authentication shall be substantially in the form of Exhibit A hereto. The Notes may have notations, legends or 

  
 29 








 
endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes shall be issued in registered, global form without interest coupons
and only shall be in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. 
 The terms and provisions
contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound
thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. 

(b) Global Notes. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the
Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note
Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall
represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to
reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee in accordance with
instructions given by the Holder thereof as required by Section 2.07 hereof. 
 (c) Euroclear and Clearstream Procedures
Applicable. The provisions of the “The Operating Procedures of the Euroclear System” and “Terms and Conditions governing use of Euroclear” and the “General Terms and Conditions” of Clearstream and “Customer
Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Global Notes that are held by Participants through Euroclear or Clearstream. 

 

	Section 2.02	Execution and Authentication. 

 One Officer of the Company shall sign the Notes for the
Company by manual or facsimile signature. 
 If an Officer whose signature is on a Note no longer holds that office at the time a Note is
authenticated, the Note shall nevertheless be valid. 
 A Note shall not be valid until authenticated by the manual signature of the
Trustee. Such signature shall be conclusive evidence and the only evidence, that the Note has been authenticated and delivered under this Indenture. 

The aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. 

  
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 The Trustee shall, upon a written order of the Company signed by one Officer of the Company (an
“Authentication Order”), authenticate Notes for original issue on the date hereof of $250.0 million. At any time and from time to time after the execution of this Indenture, the Trustee shall, upon receipt of an Authentication
Order, authenticate Notes for original issue in aggregate principal amount specified in such Authentication Order. The Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be
authenticated. In authenticating such Notes, and accepting the additional responsibilities under this Indenture in relation to such Notes, the Trustee shall be entitled to receive and shall be fully protected in relying upon: 

(A) A copy of the resolution or resolutions of the Board of Directors of the Company in or pursuant to which the terms of the
Notes were established, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect as of the date of such certificate; 

(B) an Officers’ Certificate delivered in accordance with Section 12.04(i) hereof; and 

(C) an Opinion of Counsel which shall state: 

(1) that such Notes, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to
any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general
applicability relating to or affecting the enforcement of creditors’ rights and to general equity principles; and 

(2) that all laws and corporate requirements in respect of the execution and delivery by the Company of such Notes have been
complied with. 
 The Trustee shall have the right to decline to authenticate and deliver any Notes under this Section if the Trustee, being
advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holders. 

The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate
Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the
Company. 
  

	Section 2.03	Methods of Receiving Payments on the Notes. 

 If a Holder of Notes has given wire
transfer instructions to the Company, the Company shall pay all principal, interest and premium and Liquidated Damages, if any, on that Holder’s Notes in accordance with those instructions. All other payments on Notes shall be made at the
office or agency of the Paying Agent and Registrar within The City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their addresses set forth in the register of Holders. 

  
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	Section 2.04	Registrar and Paying Agent. 

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

	Section 2.05	Paying Agent to Hold Money in Trust. 

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

	Section 2.06	Holder Lists. 

 The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of all Holders and shall otherwise comply with TIA § 312(a). If the Trustee is not the Registrar, the Company shall furnish to the Trustee at least seven Business
Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders of Notes and the Company
shall otherwise comply with TIA § 312(a). 

  
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	Section 2.07	Transfer and Exchange. 

 (a) Transfer and Exchange of Global Notes. A Global Note
may not be transferred as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary. All Global Notes shall be exchanged by the Company for Definitive Notes if (i) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as
Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (ii) the
Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee or (iii) there shall have occurred and be continuing
a Default or Event of Default with respect to the Notes. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global
Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 and 2.11 hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a), however, beneficial interests
in a Global Note may be transferred and exchanged as provided in Section 2.07(b), (c) or (f) hereof. 
 (b) Transfer and
Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable
Procedures. Beneficial interests in the Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes
also shall require compliance with either subparagraph (i) or (ii) below, as applicable, as well as one or more of the other following subparagraphs, as applicable: 

(i) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be
transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend. Beneficial interests in any Unrestricted
Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers
described in this Section 2.07(b)(i). 
 (ii) All Other Transfers and Exchanges of Beneficial Interests in Global
Notes. In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.07(b)(i) above, the transferor of such beneficial interest must deliver to the Registrar either (A) (1) a written order
from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in the Global Note in an amount equal to the
beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the Applicable Procedures containing information regarding the 

  
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Participant account to be credited with such increase or (B) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable
Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given by the Depositary to the Registrar containing information
regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in (1) above. Upon consummation of an Exchange Offer by the Company in accordance with Section 2.07(f) hereof, the
requirements of this Section 2.07(b)(ii) shall be deemed to have been satisfied upon receipt by the Registrar of the instructions contained in the Letter of Transmittal delivered by the Holder of such beneficial interests in the Restricted
Global Notes. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the
principal amount at maturity of the relevant Global Notes pursuant to Section 2.07(h) hereof. 
 (iii) Transfer of
Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the
transfer complies with the requirements of Section 2.07(b)(ii) above and the Registrar receives the following: 
 (A) if
the transferee shall take delivery in the form of a beneficial interest in the 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; and 

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

(iv) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in the Unrestricted
Global Note. A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial
interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.07(b)(ii) above and: 

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

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

(D) the Registrar receives the following: 

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

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

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an
Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no
longer required in order to maintain compliance with the Securities Act. 
 If any such transfer is effected pursuant to subparagraph
(B) or (D) above at a time when an Unrestricted Global Note has not yet been issued, the Company shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or
more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to subparagraph (B) or (D) above. 

Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form
of, a beneficial interest in a Restricted Global Note. 
 (c) Transfer or Exchange of Beneficial Interests for Definitive
Notes. 
 (i) Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. If any holder
of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive
Note, then, upon receipt by the Registrar of the following documentation: 
 (A) if the holder of such beneficial interest in
a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof; 

  
 35 








 (B) if such beneficial interest is being transferred to a QIB in accordance with
Rule 144A under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof; 

(C) if such beneficial interest is being transferred to a Non-U.S. Person in an
“offshore transaction” in accordance with Rule 903 or Rule 904 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof; 

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

(E) if such beneficial interest is being transferred to an Institutional Accredited Investor in reliance on an exemption from
the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of
Counsel required by item (3) thereof, if applicable; 
 (F) if such beneficial interest is being transferred to the
Company, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or 

(G) if such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act,
a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof, 
 the Trustee
shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.07(h) hereof, and the Company shall execute and the Trustee shall authenticate and deliver to the Person designated in the
instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.07(c) shall be registered in such name or names and in
such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Definitive
Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.07(c)(i) shall bear the Private Placement Legend and shall
be subject to all restrictions on transfer contained therein. 

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

(B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights
Agreement; 
 (C) such transfer is effected by a Broker-Dealer pursuant to the
Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or 
 (D) the Registrar receives
the following: 
 (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such
beneficial interest for a Definitive Note that does not bear the Private Placement Legend, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or 

(2) if the Holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a
Person who shall take delivery thereof in the form of a Definitive Note that does not bear the Private Placement Legend, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; 

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an
Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no
longer required in order to maintain compliance with the Securities Act. 
 (iii) Beneficial Interests in Unrestricted
Global Notes to Unrestricted Definitive Notes. If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who
takes delivery thereof in the form of a Definitive Note, then, upon satisfaction of the conditions set forth in Section 2.07(b)(ii) hereof, the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced
accordingly pursuant to Section 2.07(h) hereof, and the Company shall execute and the 

  
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Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial
interest pursuant to this Section 2.07(c)(iii) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the
Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest pursuant to this
Section 2.07(c)(iii) shall not bear the Private Placement Legend. 
 (d) Transfer and Exchange of Definitive Notes for Beneficial
Interests. 
 (i) Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any
Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest
in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation: 
 (A) if the Holder of such
Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof; 

(B) if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A under the Securities
Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof; 
 (C)
if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904 under the Securities Act, a certificate to the effect
set forth in Exhibit B hereto, including the certifications in item (2) thereof; 
 (D) if such Restricted Definitive
Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (3)(a) thereof; 
 (E) if such Restricted Definitive Note is being transferred to an
Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect set forth in Exhibit B
hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable; 

(F) if such Restricted Definitive Note is being transferred to the Company, a certificate to the effect set forth in Exhibit B
hereto, including the certifications in item (3)(b) thereof; or 
 (G) if such Restricted Definitive Note is being
transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof, 

  
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 the Trustee shall cancel the Restricted Definitive Note and increase or cause to be increased the
aggregate principal amount of, in the case of clause (A) above, the appropriate Restricted Global Note, in the case of clause (B) above, the 144A Global Note, and in the case of clause (C) above, the Regulation S Global Note.

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

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

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

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

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an
Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no
longer required in order to maintain compliance with the Securities Act. 

  
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 Upon satisfaction of the conditions of any of the subparagraphs in this
Section 2.07(d)(ii), the Trustee shall cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note. 

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

If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to subparagraphs (ii)(B),
(ii)(D) or (iii) above at a time when an Unrestricted Global Note has not yet been issued, the Company shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or
more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred. 
 (e)
Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.07(e), the Registrar shall register the transfer or
exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form
satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to
the following provisions of this Section 2.07(e). 
 (i) Restricted Definitive Notes to Restricted Definitive
Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following: 

(A) if the transfer shall be made pursuant to Rule 144A under the Securities Act, then the transferor must deliver a
certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; 
 (B) if the
transfer shall be made pursuant to Rule 903 or Rule 904, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; and 

(C) if the transfer shall be made pursuant to any other exemption from the registration requirements of the Securities Act,
then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable. 

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

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

(D) the Registrar receives the following: 

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

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

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

  
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 (f) Exchange Offer. Upon the occurrence of the Exchange Offer in accordance with the
Registration Rights Agreement, the Company shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02, the Trustee shall authenticate (i) one or more Unrestricted Global Notes in an aggregate principal amount
equal to the principal amount of the beneficial interests in the Restricted Global Notes tendered for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not a Broker-Dealer who acquired Notes directly
from the Company or an affiliate of the Company, (y) they are not participating in a distribution of the Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of the Company, and accepted for exchange in the Exchange
Offer and (ii) Definitive Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Notes accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Notes, the Trustee shall cause
the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the Company shall execute and the Trustee shall authenticate and deliver to the Persons designated by the Holders of Definitive Notes so accepted
Unrestricted Definitive Notes in the appropriate principal amount. 
 (g) Legends. The following legends shall appear on the face of
all Global Notes and Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture. 

(i) Private Placement Legend. Except as permitted below, each Global Note and each Definitive Note (and all Notes issued
in exchange therefor or substitution thereof) shall bear the legend in substantially the following form: 
 THE SECURITY (OR
ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD
OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF
THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1)(a) INSIDE THE UNITED
STATES TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING
THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT, (b) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (c) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER 

  
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THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF APPLICABLE) OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN
OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY IF THE COMPANY SO REQUESTS), (2) TO THE COMPANY OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN CLAUSE (A) ABOVE. NO
REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALE OF THE SECURITY EVIDENCED HEREBY. 

Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to subparagraph (b)(iv), (c)(ii), (c)(iii), (d)(ii),
(d)(iii), (e)(ii), (e)(iii) or (f) to this Section 2.07 (and all Notes issued in exchange therefor or substitution thereof) shall not bear the Private Placement Legend. 

(ii) Global Note Legend. Each Global Note shall bear a legend in substantially the following form: 

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE
BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS
GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV) THIS
GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. 
 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. 

  
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 (h) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial
interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be returned to or retained and canceled by
the Trustee in accordance with Section 2.12 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who shall take delivery thereof in the form of a beneficial
interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the
direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who shall take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note
shall be increased accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase. 

(i) General Provisions Relating to Transfers and Exchanges. 

(i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Global
Notes and Definitive Notes upon the Company’s order or at the Registrar’s request. 
 (ii) No service charge shall
be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental
charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.11, 3.06, 3.08, 4.10, 4.14 and 9.05 hereof). 

(iii) The Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or
in part, except the unredeemed portion of any Note being redeemed in part. 
 (iv) All Global Notes and Definitive Notes
issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid and legally binding obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the
Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. 
 (v) The Company shall not be
required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Notes under Section 3.02 hereof and ending at
the close of business on the day of such mailing, (B) to register the transfer 

  
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of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part or (C) to register the transfer of or to exchange
a Note between a record date and the next succeeding Interest Payment Date (as defined in the Notes). 
 (vi) Prior to due
presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of
principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. 

(vii) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02
hereof. 
 (viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant
to this Section 2.07 to effect a registration of transfer or exchange may be submitted by facsimile with the original to follow by first class mail. 

(ix) 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 Note 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. 
  

	Section 2.08	Replacement Notes. 

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


	Section 2.09	Outstanding Notes. 

 (a) The Notes outstanding at any time are all the Notes
authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this
Section as not outstanding. Except as set forth in Section 2.10 hereof, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note; however, Notes held by the Company or a Subsidiary of the Company
shall not be deemed to be outstanding for purposes of Section 3.07(b) hereof. 

  
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 (b) If a Note is replaced pursuant to Section 2.08 hereof, it ceases to be outstanding
unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser. 
 (c) If the principal amount
of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue. 
 (d) If
the Paying Agent (other than the Company, a Subsidiary or an Affiliate of any of the foregoing) holds, on a redemption date or maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes shall be deemed
to be no longer outstanding and shall cease to accrue interest. 
  

	Section 2.10	Treasury Notes. 

 In determining whether the Holders of the required principal amount of
Notes have concurred in any direction, waiver or consent, Notes owned by the Company, or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, shall be considered as though not
outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that a Responsible Officer of the Trustee actually knows are so owned shall be so
disregarded. 
  

	Section 2.11	Temporary Notes. 

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

(b) Holders of temporary Notes shall be entitled to all of the benefits of this Indenture. 

 

	Section 2.12	Cancellation. 

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

  
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	Section 2.13	Defaulted Interest. 

 If the Company defaults in a payment of interest on the Notes, it
shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest, to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Notes and in
Section 4.01 hereof. The Company shall notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment. The Company shall fix or cause to be fixed each such special record
date and payment date, provided that no such special record date shall be less than 10 days prior to the related payment date for such defaulted interest. At least 15 days before the special record date, the Company (or, upon the written
request of the Company, the Trustee in the name and at the expense of the Company) shall mail or cause to be mailed to Holders a notice that states the special record date, the related payment date and the amount of such interest to be paid. 

 

	Section 2.14	CUSIP Numbers. 

 The Company in issuing the Notes may use “CUSIP” numbers (if
then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such
numbers either as printed on the Notes or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or
omission of such numbers. The Company shall promptly notify the Trustee in writing of any change in the “CUSIP” numbers. 

ARTICLE THREE 

REDEMPTION AND PREPAYMENT 
  

	Section 3.01	Notices to Trustee. 

 If the Company elects to redeem Notes pursuant to the optional
redemption provisions of Section 3.07 hereof, it shall furnish to the Trustee, at least 30 days but not more than 60 days before a redemption date, an Officers’ Certificate setting forth (i) the clause of this Indenture pursuant
to which the redemption shall occur, (ii) the redemption date, (iii) the principal amount of Notes to be redeemed and (iv) the redemption price. 
  

	Section 3.02	Selection of Notes to Be Redeemed. 

 (a) If less than all of the Notes are to be redeemed
or purchased in an offer to purchase at any time, the Trustee shall select the Notes to be redeemed or purchased among the Holders of the Notes in compliance with the requirements of the principal national securities exchange, if any, on which the
Notes are listed or, if the Notes are not so listed, on a pro rata basis (based on amounts tendered), by lot or by such method as the Trustee deems fair and appropriate in accordance with DTC procedures. In the event of partial
redemption by lot, the particular Notes to be redeemed shall be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the redemption date by the Trustee from the outstanding Notes not previously called for
redemption. 

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

	Section 3.03	Notice of Redemption. 

 (a) Subject to the provisions of Section 3.08 hereof, at
least 30 days but not more than 60 days before a redemption date, the Company shall mail or cause to be mailed, by first class mail, a notice of redemption to each Holder whose Notes are to be redeemed at its registered address, except
that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture. 

The notice shall identify the Notes (including CUSIP numbers) to be redeemed and shall state: 

(i) the redemption date; 

(ii) the redemption price; 

(iii) if any Note is being redeemed in part, the portion of the principal amount at maturity of such Note to be redeemed and
that, after the redemption date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion of the original Note shall be issued in the name of the Holder thereof upon cancellation of the original Note; 

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

(v) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price and become due on
the date fixed for redemption; 
 (vi) that, unless the Company defaults in making such redemption payment, interest on Notes
called for redemption ceases to accrue on and after the redemption date; 
 (vii) the paragraph of the Notes and/or Section
of this Indenture pursuant to which the Notes called for redemption are being redeemed; and 
 (viii) that no representation
is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes. 
 (b) At the
Company’s request, the Trustee shall give the notice of redemption in the Company’s name and at its expense; provided, however, that the Company shall have delivered to the Trustee, at least 45 days prior to the redemption
date, an Officers’ Certificate 

  
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requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph. The notice, if mailed in the manner provided
herein shall be presumed to have been given, whether or not the Holder receives such notice. 
  

	Section 3.04	Effect of Notice of Redemption. 

 Once notice of redemption is mailed in accordance with
Section 3.03 hereof, Notes called for redemption become irrevocably due and payable on the redemption date at the redemption price. A notice of redemption may not be conditional. 

 

	Section 3.05	Deposit of Redemption Price. 

 (a) One Business Day prior to the redemption date, the
Company shall deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption price of and accrued interest and Liquidated Damages, if any, on all Notes to be redeemed on that date. The Trustee or the Paying Agent shall
promptly return to the Company any money deposited with the Trustee or the Paying Agent by the Company in excess of the amounts necessary to pay the redemption price of, and accrued interest on, all Notes to be redeemed. 

(b) If the Company complies with the provisions of the preceding paragraph, on and after the redemption date, interest shall cease to accrue
on the Notes or the portions of Notes called for redemption. If a Note is redeemed on or after an interest record date but on or prior to the related interest payment date, then any accrued and unpaid interest shall be paid to the Person in whose
name such Note was registered at the close of business on such record date. If any Note called for redemption shall not be so paid upon surrender for redemption because of the failure of the Company to comply with the preceding paragraph, interest
shall be paid on the unpaid principal, from the redemption date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof.

  

	Section 3.06	Notes Redeemed in Part. 

 Upon surrender of a Note that is redeemed in part, the Company
shall issue and the Trustee shall authenticate for the Holder at the expense of the Company a new Note equal in principal amount to the unredeemed portion of the Note surrendered. No Notes in denominations of $2,000 or less shall be redeemed in
part. 
  

	Section 3.07	Optional Redemption. 

 (a) At any time on or prior to January 15, 2016, the Company
may on any one or more occasions redeem up to 35% of the aggregate principal amount of outstanding Notes issued hereunder (including any Additional Notes) at a redemption price of 105.875% of the principal amount thereof, plus accrued and unpaid
interest and Liquidated Damages, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that (A) at least 65% of the aggregate principal amount of the Notes issued under this Indenture
(including any Additional Notes) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and (B) the redemption must occur within 90 days of the date of the
closing of such Equity Offering. 

  
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 (b) At any time prior to January 15, 2017, the Company may, at its option, redeem all
or a part of the Notes upon not less than 30 nor more than 60 days’ prior notice at a redemption price equal to the sum of (A) 100% of the principal amount thereof, plus (B) the Applicable Premium as of the date of redemption,
plus (C) accrued and unpaid interest and Liquidated Damages, if any, to the date of redemption. 
 (c) Except as set forth in clauses
(a) and (b) of this Section 3.07, the Company shall not have the option to redeem the Notes pursuant to this Section 3.07 prior to January 15, 2017. On or after January 15, 2017, the Company may, at its
option, redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Liquidated
Damages, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on January 15 of the years indicated below: 

 

					
	 Year
	  	Percentage	 
		
	 2017
	  	 	104.406	% 
	 2018
	  	 	102.938	% 
	 2019
	  	 	101.469	% 
	 2020 and thereafter
	  	 	100.000	% 

 (d) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of
Sections 3.01 through 3.06 hereof. 
  

	Section 3.08	Repurchase Offers. 

 In the event that, pursuant to Sections 4.10 and 4.14 hereof,
the Company shall be required to commence an offer to all Holders to purchase their respective Notes (a “Repurchase Offer”), it shall follow the procedures specified below. 

The Repurchase Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a
longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the principal amount of
Notes required to be purchased pursuant to Sections 4.10 and 4.14 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Repurchase Offer. Payment for any Notes so
purchased shall be made in the same manner as interest payments are made. 
 If the Purchase Date is on or after an interest record date and
on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who
tender Notes pursuant to the Repurchase Offer. 

  
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 Upon the commencement of a Repurchase Offer, the Company shall send, by first class mail, a
notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Repurchase Offer. The Repurchase Offer shall be made
to all Holders. The notice, which shall govern the terms of the Repurchase Offer, shall state: 
 (i) that the Repurchase
Offer is being made pursuant to this Section 3.08 and Section 4.10 or Section 4.14 hereof, and the length of time the Repurchase Offer shall remain open; 

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

(iii) that any Note not tendered or accepted for payment shall continue to accrete or accrue interest and Liquidated Damages,
if any; 
 (iv) that, unless the Company defaults in making such payment, any Note (or portion thereof) accepted for payment
pursuant to the Repurchase Offer shall cease to accrete or accrue interest and Liquidated Damages, if any, after the Purchase Date; 

(v) that Holders electing to have a Note purchased pursuant to a Repurchase Offer may elect to have Notes purchased in
principal amounts of $2,000 or in integral multiples of $1,000 in excess thereof only; 
 (vi) that Holders electing to have
a Note purchased pursuant to any Repurchase Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by
book-entry transfer, to the Company, the Depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; 

(vii) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case
may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is
withdrawing his election to have such Note purchased; 
 (viii) that, if the aggregate amount of Notes surrendered by Holders
exceeds the Offer Amount, the Trustee shall select the Notes to be purchased on a pro rata basis or in accordance with the procedures of the Depositary (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in
denominations of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and 
 (ix) that Holders
whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). 

On the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer
Amount of Notes (or portions thereof) tendered pursuant to the Repurchase Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver to the Trustee an Officers’ Certificate stating that such Notes (or
portions thereof) were accepted for payment by the Company in accordance with 

  
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the terms of this Section 3.08. The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than five days after the Purchase Date) mail or
deliver to each tendering Holder an amount equal to the purchase price of Notes tendered by such Holder, as the case may be, and accepted by the Company for purchase, and the Company shall promptly issue a new Note. The Trustee, upon written request
from the Company shall authenticate and mail or deliver such new Note to such Holder, in a principal amount at maturity equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the
Company to the respective Holder thereof. The Company shall publicly announce the results of the Repurchase Offer as soon as practicable after the Purchase Date. 

The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any
other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. 

Other than as specifically provided in this Section 3.08, any purchase pursuant to this Section 3.08 shall be made pursuant to the
provisions of Sections 3.01 through 3.06 hereof. 
  

	Section 3.09	Application of Trust Money. 

 All money deposited with the Trustee pursuant to
Section 11.02 shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent
required by law. 
 ARTICLE FOUR 

COVENANTS 
  

	Section 4.01	Payment of Notes. 

 (a) The Company shall pay or cause to be paid the principal of,
premium, if any, and interest on the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest shall be considered paid on the date due if the Paying Agent, if other than the Company or one of its
Subsidiaries, holds as of 11:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due. The Company shall
pay all Liquidated Damages, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement. 

(b) The Company shall pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal at the rate equal to 1% per annum in excess of the then applicable interest rate on the Notes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest, and Liquidated Damages (without regard to any applicable grace period) at the same rate to the extent lawful. 

  
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	Section 4.02	Maintenance of Office or Agency. 

 (a) The Company shall maintain in the Borough of
Manhattan, The City of New York, an office or agency (which may be an office of the Trustee or an agent of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or
for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company shall give prompt written notice to the Trustee of the location, and any change in the location, of such office
or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate
Trust Office of the Trustee. 
 (b) The Company may also from time to time designate one or more other offices or agencies where the Notes
may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to
maintain an office or agency in the Borough of Manhattan, The City of New York for such purposes. The Company shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other
office or agency. 
 (c) The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company
in accordance with Section 2.04 hereof. 
  

	Section 4.03	Reports. 

 (a) Whether or not required by the SEC, so long as any Notes are outstanding,
the Company, upon request, shall furnish to the Holders of Notes, within the time periods specified in the SEC’s rules and regulations: 

(i) all quarterly and annual financial and other information that would be required to be contained in a filing with the SEC on
Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report
on the annual financial statements by the Company’s certified independent accountants; and 
 (ii) all current reports
that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. 

(b) In addition, whether or not required by the SEC, the Company shall file a copy of all of the information and reports referred to in
clauses (a)(i) and (ii) above with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to prospective
investors upon request. In addition, the Company shall, for so long as any Notes remain outstanding, furnish to the Holders and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4)
under the Securities Act, if any such information is required to be delivered. 

  
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 (c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the
quarterly and annual financial information required by Section 4.03(a) 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. 
 (d) Notwithstanding Sections 4.03(a), (b) and (c), if any direct or indirect parent company of the
Company provides a full and unconditional Guarantee of the Notes, the reports, information and other documents required to be filed and furnished as required by Sections 4.03(a), (b) and (c) may be those of such parent company, rather than
those of the Company; provided that, if and so long as such parent company shall have Independent Assets or Operations, the same is accompanied by consolidating information relating to such parent company, on the one hand, and information
relating to the Company and its Restricted Subsidiaries on a standalone basis, on the other hand. The Company shall be deemed to have furnished to the Holders of Notes, and to have filed with and delivered to the Trustee, the information and reports
referred to in subclauses (i) and (ii) of Section 4.03(a) and Section 4.03(c) and this clause (d) (or such information and reports of a direct or indirect parent company of the Company, if applicable), if such information
and reports have been filed with the SEC via the EDGAR filing system (or any successor filing system of the SEC) and are publicly available. “Independent Assets or Operations” means, with respect to any direct or indirect parent
company of the Company, that each of the total assets, revenues, income from continuing operations before income taxes and cash flows from operating activities of such parent company, determined on a consolidated basis in accordance with GAAP, but
excluding in each case amounts related to its investment in the Company and the Restricted Subsidiaries, as shown in the most recent fiscal quarter financial statements of such parent company (measured on a most recent trailing four fiscal quarter
basis with respect to revenues, income from continuing operations before income taxes and cash flows from operating activities), is more than 3.0% of such parent company’s corresponding consolidated amount determined in accordance with GAAP.

 (e) Notwithstanding anything herein to the contrary, the Company shall not be deemed to have failed to comply with any of its obligations
hereunder for purposes of Section 6.01(a)(iv) of this Indenture until 120 days after the date any report under this Section 4.03 is due. 

Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such
shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to
rely exclusively on Officers’ Certificates). 

  
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	Section 4.04	Compliance Certificate. 

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

	Section 4.05	Taxes. 

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

	Section 4.06	Stay, Extension and Usury Laws. 

 The Company covenants (to the extent that it may
lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the
covenants or the performance of this Indenture; and the Company (to 

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

	Section 4.07	Restricted Payments. 

 (a) The Company shall not, and shall not permit any Restricted
Subsidiary to, directly or indirectly: 
 (i) declare or pay any dividend or make any other payment or distribution on
account of the Company’s or any Restricted Subsidiary’s Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company or any Restricted Subsidiary) or to the direct or
indirect holders of the Company’s or any Restricted Subsidiary’s Equity Interests in their capacity as such (other than dividends or distributions payable (A) in Equity Interests (other than Disqualified Stock) of the Company or
(B) to the Company or a Restricted Subsidiary of the Company); 
 (ii) purchase, redeem or otherwise acquire or retire
for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company; 

(iii) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any
Indebtedness that is expressly subordinated to the Notes or any Note Guarantee, except a payment of interest or principal to the Company or any Restricted Subsidiary or except any payment made at the Stated Maturity thereof (or any payment, purchase
or other acquisition, in anticipation of satisfying a sinking fund obligation, principal installment or final maturity due within one year); or 

(iv) make any Restricted Investment (all such payments and other actions set forth in these clauses (i) through
(iv) being collectively referred to as “Restricted Payments”), 
 unless, at the time of and after giving effect to such Restricted
Payment: 
 (1) no Default or Event of Default shall have occurred and be continuing or would occur as a consequence of such Restricted
Payment; and 
 (2) the Company would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such
Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a); and


  
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 (3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments
made by the Company and its Restricted Subsidiaries after March 19, 2013 (excluding Restricted Payments permitted by Section 4.07(c)(ii) through (viii) and including the net amount of any Restricted Payment permitted
pursuant to Section 4.07(b)) and the aggregate of any Permitted Investments then outstanding pursuant to clause (15) of the definition thereof, is less than the sum, without duplication, of: 

(A) 95% of the aggregate amount of the Funds From Operations (or, if the Funds From Operations is a loss, minus 100% of the
amount of such loss) accrued on a cumulative basis for the period (taken as one accounting period) from January 1, 2013 to the end of the Company’s most recently ended fiscal quarter for which internal financial statements are available at
the time of such Restricted Payment; plus 
 (B) (i) 100% of the aggregate net cash proceeds plus (ii) 100%
of the aggregate fair market value of any Permitted Business or assets used or useful in a Permitted Business (other than Restricted Investments), in each case, to the extent received by the Company since the Issue Date as a contribution to its
common equity capital or in consideration of the issuance of Equity Interests of the Company (other than Disqualified Stock), except to the extent used to make an Investment pursuant to clause (12) or (14) of the definition of Permitted
Investments, or from the issue or sale of Disqualified Stock or debt securities of the Company that have been converted into or exchanged for such Equity Interests (other than Equity Interests (or Disqualified Stock or debt securities) sold to a
Subsidiary of the Company); plus 
 (C) to the extent that any Restricted Investment that was made after the Issue
Date is sold for cash or otherwise liquidated or repaid for cash, the lesser of (i) the cash return of capital with respect to such Restricted Investment (less the cost of disposition, if any) and (ii) the initial amount of such Restricted
Investment; plus 
 (D) to the extent that any Unrestricted Subsidiary of the Company is redesignated as a Restricted
Subsidiary after the Issue Date, the lesser of (i) the fair market value of the Company’s or any Restricted Subsidiary’s Investment in such Subsidiary as of the date of such redesignation or (ii) the fair market value of the
Company’s or any Restricted Subsidiary’s Investment in such Subsidiary as of the date on which such Subsidiary was originally designated as an Unrestricted Subsidiary to the extent such Investment was treated as a Restricted Payment, plus
the amount of any Investments made in such Subsidiary subsequent to such designation (or in the case of any Subsidiary that is an Unrestricted Subsidiary as of the Issue Date, subsequent to the Issue Date) to the extent any such Investment was
treated as a Restricted Payment by the Company or any Restricted Subsidiary; plus 
 (E) 100% of any other dividends
or other distributions received by the Company or a Restricted Subsidiary since the Issue Date from an Unrestricted Subsidiary of the Company to the extent that such dividends were not otherwise included in Consolidated Net Income of the Company for
such period in an amount not to exceed the amount of Restricted Investments previously made by the Company and its Restricted Subsidiaries in such Unrestricted Subsidiary. 

  
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 (b) Notwithstanding Section 4.07(a), the Company and any of its Restricted Subsidiaries may
declare or pay any dividend or make any distribution or take other action (that would have otherwise been a Restricted Payment) that is necessary to maintain the Company’s or any direct or indirect parent company of the Company’s status as
a REIT under the Code or to enable the Company or any such parent company to avoid payment of any tax for any calendar year that could be avoided by reason of a distribution by the Company or any such parent company to its shareholders, with such
distribution to be made as and when determined by the Company, whether during or after the end of, the relevant calendar year, provided that if such distribution is to be made to a direct or indirect parent company of the Company, such parent
company will (a) become a Guarantor and (b) declare or pay a dividend or make a distribution to its shareholders substantially concurrent with, and in an amount not less than, the distribution received by such parent company, in each case,
so long as no Default or Event of Default shall have occurred and be continuing. 
 (c) So long as no Default has occurred and is continuing
or would be caused thereby, the preceding provisions will not prohibit: 
 (i) the payment of any dividend within
60 days after the date of declaration of the dividend, if at the date of declaration the dividend payment would have complied with the provisions of this Indenture; 

(ii) the redemption, repurchase, retirement, defeasance or other acquisition of any subordinated Indebtedness of the Company or
any Guarantor or of any Equity Interests of the Company in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Company) of, Equity Interests of the Company (other than Disqualified
Stock); provided that the amount of any such net cash proceeds that are utilized for any such redemption, repurchase, retirement, defeasance or other acquisition will be excluded from Section 4.07(a)(3)(B); 

(iii) the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of the Company or any Guarantor
with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness; 
 (iv) the payment of any dividend by a
Restricted Subsidiary to the holders of its Equity Interests on a pro rata basis; 
 (v) the repurchase of Equity Interests
deemed to occur upon (a) exercise of stock options to the extent that shares of such Equity Interests represent a portion of the exercise price of such options and (b) the withholding of a portion of the Equity Interests granted or awarded
to an employee to pay taxes associated therewith; 
 (vi) the repurchase, redemption or other acquisition or retirement for
value of Equity Interests of the Company or any Restricted Subsidiary held by any member of the Company’s (or any Restricted Subsidiary’s) management; provided that the aggregate amount expended pursuant to this clause
(vi) shall not exceed $4.0 million in any twelve-month period; 

  
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 (vii) Restricted Payments not otherwise permitted in an amount not to exceed
$100.0 million; and 
 (viii) Restricted Payments made, if, at the time of the making of such Restricted Payment, and after
giving effect thereto (including, without limitation, the incurrence of any Indebtedness to finance such Restricted Payment), the Consolidated Total Leverage Ratio of the Company would not exceed 3.50 to 1.00. 

The amount of all Restricted Payments (other than cash) shall be the fair market value on the date of the Restricted Payment of the asset(s)
or securities proposed to be transferred or issued by the Company or a Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair market value of any assets or securities that are required to be valued by this
Section 4.07 shall be determined by the Board of Directors of the Company whose resolution with respect thereto shall be delivered to the Trustee. Except with respect to a Restricted Payment permitted by clauses (i) through (viii) of
this Section 4.07(c), the Board of Directors’ determination must be based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of national standing if the fair market value exceeds $10.0 million.
Not later than the date on which such Restricted Payment was made, the Company shall deliver to the Trustee an Officers’ Certificate stating that such Restricted Payment is permitted and setting forth the basis upon which the calculations
required by this Section 4.07 were computed. 
  

	Section 4.08	Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. 

 (a) The
Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: 

(i) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or
with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; 

(ii) make loans or advances to the Company or any of its Restricted Subsidiaries; or 

(iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. 

(b) However, the restrictions set forth in Section 4.08(a) shall not apply to encumbrances or restrictions existing under or by reason
of: 
 (i) agreements governing Existing Indebtedness and the Credit Facilities as in effect on the date hereof and any
amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; 

  
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provided, that, the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are not materially more restrictive, taken as a
whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date hereof; 

(ii) this Indenture, the Notes and the Exchange Notes; 

(iii) applicable law, rule, regulation or order; 

(iv) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted
Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any
Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be
incurred; 
 (v) customary non-assignment provisions of any contract or agreement entered into in the ordinary course of
business and customary provisions restricting subletting or transfer of any interest in real or personal property contained in any lease or easement agreement of the Company or any Restricted Subsidiary; 

(vi) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on that
property of the nature described in Section 4.08(a)(iii); 
 (vii) any agreement for the sale or other disposition of
all or substantially all of the assets or Capital Stock of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition of all or substantially all of the assets or Capital Stock of such
Restricted Subsidiary; 
 (viii) Permitted Refinancing Indebtedness; provided, that, the restrictions contained in the
agreements governing such Permitted Refinancing Indebtedness with respect to dividends and other payments are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; 

(ix) Liens securing Indebtedness otherwise permitted to be incurred under Section 4.12 that limit the right of the debtor
to dispose of the assets subject to such Liens; 
 (x) provisions with respect to the disposition or distribution of assets
or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business; 

(xi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary
course of business; 

  
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 (xii) any Indebtedness incurred in compliance with Section 4.09 by any
Foreign Subsidiary or any Guarantor, or any agreement pursuant to which such Indebtedness is issued, if the encumbrance or restriction applies only to such Foreign Subsidiary or Guarantor and only in the event of a payment default or default with
respect to a financial covenant contained in the Indebtedness or agreement and the encumbrance or restriction is not materially more disadvantageous to the Holders of the Notes than is customary in comparable financings (as determined by the Board
of Directors of the Company) and the Board of Directors of the Company determines that any such encumbrance or restriction will not materially affect the Company’s ability to pay interest or principal on the Notes; or 

(xiii) an arrangement or circumstance arising or agreed to in the ordinary course of business, not relating to any
Indebtedness, and that does not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary. 

 

	Section 4.09	Incurrence of Indebtedness and Issuance of Preferred Stock. 

 (a) The Company shall not,
and shall not permit any Restricted Subsidiary to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”)
any Indebtedness (including Acquired Debt), and the Company will not issue any Disqualified Stock and will not permit any Restricted Subsidiary to issue any Disqualified Stock or preferred stock; provided, however, that the Company may
incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, and any Guarantor may incur Indebtedness or issue Disqualified Stock and any Foreign Subsidiary may incur Indebtedness, if the Fixed Charge Coverage Ratio for the
Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or preferred stock is
issued would have been at least 2.0 to 1, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the preferred stock or Disqualified Stock had been
issued, as the case may be, at the beginning of such four-quarter period. 
 (b) Section 4.09(a) will not prohibit the incurrence of
any of the following items of Indebtedness or the issuance of Disqualified Stock, as set forth below (collectively, “Permitted Debt”): 

(i) the incurrence by the Company and any Restricted Subsidiary of Indebtedness under the Credit Agreement in an aggregate
principal amount at any one time outstanding under this clause 4.09(b)(i) not to exceed $1,500.0 million, less the aggregate amount of all Net Proceeds of Asset Sales applied by the Company or any Restricted Subsidiary to repay any
Indebtedness under the Credit Agreement and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto, pursuant to Section 4.10; 

  
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 (ii) the incurrence by the Company and any Restricted Subsidiary of Existing
Indebtedness; 
 (iii) the incurrence by the Company of Indebtedness represented by the Notes to be issued on the date hereof
and any Guarantees thereof by any Guarantor (and any Exchange Notes and Guarantees thereof); 
 (iv) the incurrence by the
Company or any Restricted Subsidiary of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of
construction or improvement of property, plant or equipment used in the business of the Company or such Restricted Subsidiary, in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to refund, refinance or
replace any Indebtedness incurred pursuant to this clause 4.09(b)(iv), not to exceed the greater of (i) $100.0 million and (ii) 5.0% of Consolidated Tangible Assets, at any time outstanding; 

(v) the incurrence by the Company or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for,
or the net proceeds of which are used to refund, refinance or replace Indebtedness (other than intercompany Indebtedness) that was permitted by this Indenture to be incurred under Section 4.09(a) or clauses (ii), (iii) or (v) of
this Section 4.09(b); 
 (vi) the incurrence by the Company or any Restricted Subsidiary of intercompany Indebtedness
between or among the Company and any Restricted Subsidiary; provided, however, that: 
 (1) if the Company or
any Guarantor is the obligor on such Indebtedness, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations with respect to the Notes, in the case of the Company, or the Note Guarantee, in the case of
a Guarantor; and 
 (2) (i) any subsequent issuance or transfer of Equity Interests that results in any such
Indebtedness being held by a Person other than the Company or a Restricted Subsidiary and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary; will be deemed, in each
case, to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (vi); 

(vii) the incurrence by the Company or any Restricted Subsidiary of Hedging Obligations that are incurred for the purpose of
fixing, hedging or swapping interest rate risk with respect to any Indebtedness that is permitted by the terms of this Indenture to be outstanding or for hedging foreign currency exchange risk, in each case to the extent the Hedging Obligations are
incurred in the ordinary course of the Company’s financial management and not for any speculative purpose; 

  
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 (viii) the Guarantee by the Company or any Restricted Subsidiary of Indebtedness
of the Company or a Restricted Subsidiary that was permitted to be incurred by another provision of this Section 4.09; 

(ix) the accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any
Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends on Disqualified Stock in the form of additional shares of the same class of Disqualified Stock will not be deemed to be an incurrence of
Indebtedness or an issuance of Disqualified Stock for purposes of this Section 4.09; provided, in each such case, that the amount thereof is included in Fixed Charges of the Company as accrued; 

(x) the incurrence by the Company or any Restricted Subsidiary of Indebtedness, including Indebtedness represented by letters
of credit for the account of the Company or any Restricted Subsidiary, incurred in respect of workers’ compensation claims, self-insurance obligations, performance, proposal, completion, surety and similar bonds and completion guarantees
provided by the Company or any Restricted Subsidiary in the ordinary course of business; provided that the underlying obligation to perform is that of the Company or its Restricted Subsidiaries and not that of the Company’s Unrestricted
Subsidiaries; and provided further, that such underlying obligation is not in respect of borrowed money; 
 (xi) the
incurrence by the Company or any Restricted Subsidiary of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to refund,
refinance or replace any Indebtedness incurred pursuant to this clause (xi), not to exceed $125.0 million; 
 (xii) the
incurrence by the Company or any Restricted Subsidiary of Indebtedness, including but not limited to Indebtedness represented by letters of credit for the account of the Company or any Restricted Subsidiary, arising from agreements of the Company or
a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or Equity Interests of the Company or a
Restricted Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Equity Interests for the purpose of financing such acquisition; 

(xiii) the incurrence by the Company or any Restricted Subsidiary of Indebtedness arising from the honoring by a bank or other
financial institution of a check, draft or similar instrument (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within five
Business Days of incurrence; 
 (xiv) the issuance of preferred stock of a Restricted Subsidiary to the Company that is
pledged to secure the Credit Agreement, provided that any subsequent transfer that results in such preferred stock being held by a Person other than the Company or a Restricted Subsidiary will be deemed to constitute an issuance of preferred
stock not permitted by this clause (xiv); 

  
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 (xv) the incurrence of Acquired Debt (but not any Indebtedness incurred in
connection with, or in contemplation of such other Person merging with or into, or becoming a Subsidiary of, the Company); provided, however, that on the date such Person becomes a Subsidiary or is acquired by the Company and after
giving pro forma effect thereto, (x) the Company would have been entitled to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio in Section 4.09(a) or (y) the Fixed Charge Coverage Ratio would
be greater than such ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction; and 

(xvi) Guarantees by the Company or any Restricted Subsidiary of Indebtedness of any Unrestricted Subsidiary, provided
that the aggregate principal amount of such Guarantees of Indebtedness of any Unrestricted Subsidiary shall not exceed $50.0 million at any time outstanding. 

(c) For purposes of determining compliance with any restriction on the incurrence of Indebtedness where the Indebtedness incurred is not
denominated in U.S. dollars, the amount of such Indebtedness will be the U.S. Dollar Equivalent determined on the date of incurrence of such Indebtedness; provided, however, that if any such Indebtedness not denominated in U.S.
dollars is subject to a Hedging Obligation with respect to U.S. dollars covering all principal, premium, if any, and interest payable on such Indebtedness, the amount of such Indebtedness expressed in U.S. dollars will be as provided in such Hedging
Obligation. The principal amount of any Permitted Refinancing Indebtedness incurred in the same currency as the Indebtedness being refinanced will be the U.S. Dollar Equivalent of the Indebtedness refinanced, except to the extent that
(i) such U.S. Dollar Equivalent was determined based on a Hedging Obligation, in which case the Permitted Refinancing Indebtedness shall be determined in accordance with the preceding sentence, and (ii) the principal amount of the
Permitted Refinancing Indebtedness exceeds the principal amount of the Indebtedness being refinanced, in which case the U.S. Dollar Equivalent of such excess shall be determined on the date such Permitted Refinancing Indebtedness is Incurred.

 (d) For purposes of determining compliance with this Section 4.09, in the event that an item of proposed Indebtedness meets the
criteria of more than one of the categories of Permitted Debt described in clauses (i) through (xvi) of Section 4.09(b), or is entitled to be incurred pursuant to Section 4.09(a), the Company shall be permitted to classify such
item of Indebtedness on the date of its incurrence, or later reclassify all or a portion of such item of Indebtedness, in any manner that complies with this Section 4.09. Indebtedness under the Credit Agreement outstanding on the date on which
Notes are first issued and authenticated under this Indenture shall be deemed to have been incurred on such date in reliance on the exception provided in Section 4.09(b)(i). 

(e) The Company shall not, and shall not permit any Guarantor to, incur any Indebtedness (including Permitted Debt) that is contractually
subordinated in right of payment to any other Indebtedness of the Company or such Guarantor unless such Indebtedness is also contractually subordinated in right of payment to the Notes or such Note Guarantee on


  
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substantially identical terms; provided, however, that no Indebtedness of the Company or any Guarantor will be deemed to be contractually subordinated in right of payment to any
other Indebtedness of the Company or any Guarantor solely by virtue of being unsecured or by virtue of the fact that the holders of secured Indebtedness have entered into intercreditor arrangements giving one or more of such holders priority over
the other holders in the collateral held by them. 
  

	Section 4.10	Asset Sales. 

 (a) The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, consummate an Asset Sale unless: 
 (i) the Company (or the Restricted Subsidiary,
as the case may be) receives consideration at the time of the Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of (except in respect of Designated Assets sold pursuant to a
Designated Asset Contract); 
 (ii) the fair market value or Designated Asset Value, as applicable, in the case of any Asset
Sales or series of related Asset Sales having a fair market value of $35.0 million or more, is determined by the Company’s Board of Directors and evidenced by a resolution of the Board of Directors set forth in an Officers’ Certificate
delivered to the Trustee; and 
 (iii) at least 75% of the consideration received in the Asset Sale by the Company or such
Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of this Section 4.10(a)(iii) only, each of the following will be deemed to be cash: 

(1) any liabilities, as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet, of the
Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Note Guarantee) that are assumed by the transferee of any such assets pursuant to a customary novation
agreement that releases the Company or such Restricted Subsidiary from further liability; 
 (2) any securities, notes or
other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash or Cash Equivalents within 90 days after the applicable Asset Sale, to
the extent of the cash or Cash Equivalents received in that conversion; 
 (3) notes or other obligations or Indebtedness
actually received by the Company or any such Restricted Subsidiary as consideration for the sale or other disposition of a Designated Asset pursuant to a contract with a governmental or quasi-governmental agency, but only to the extent that such
notes or other obligations or Indebtedness were explicitly required to be included, or permitted to be included solely at the option of the purchaser, in such consideration pursuant to such contract; 

  
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 (4) 100% of Indebtedness actually received by the Company or any Restricted
Subsidiary as consideration for the sale or other disposition of an Unoccupied Facility; and 
 (5) any Designated Non-Cash Consideration received by the Company or any such Restricted Subsidiary in the Asset Sale, in an aggregate amount in any fiscal year of the Company (measured on the date such Designated Non-Cash Consideration was received without giving effect to subsequent changes in value), when taken together with all other Designated Non-Cash Consideration received as
consideration pursuant to this clause (5) during such fiscal year (but, to the extent that any such Designated Non-Cash Consideration is sold or otherwise liquidated for cash, minus the lesser of
(x) the amount of the cash received (less the cost of disposition, if any) and (y) the initial amount of such Designated Non-Cash Consideration), not to exceed $25 million. 

(b) Notwithstanding subsection (a) of this Section 4.10, the Company and its Restricted Subsidiaries may engage in Asset Swaps;
provided that: 
 (i) immediately after giving effect to such Asset Swap, the Company would be permitted to incur at
least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof; and 

(ii) the Board of Directors of the Company determines that the fair market value of the assets received by the Company or the
Restricted Subsidiary in the Asset Swap is not less than the fair market value of the assets disposed of by the Company or such Restricted Subsidiary in such Asset Swap and such determination is evidenced by a resolution of the Board of Directors
set forth in an Officers’ Certificate delivered to the Trustee. 
 (c) Within 360 days after the receipt of any Net Proceeds from
an Asset Sale, the Company or the applicable Restricted Subsidiary may apply those Net Proceeds, at its option: 
 (i) to
repay permanently Indebtedness under the Credit Agreement (and with respect to Net Proceeds of a Restricted Subsidiary that is not a Guarantor, Indebtedness of such Restricted Subsidiary) and, if the Indebtedness permanently repaid is revolving
credit Indebtedness, to correspondingly reduce commitments with respect thereto; 
 (ii) to acquire, or enter into a
definitive agreement to acquire, all or substantially all of the assets of, a Permitted Business or a majority of the Voting Stock of a Person engaged in a Permitted Business, provided that such Person becomes a Restricted Subsidiary and
provided, further, however, in the case of a definitive agreement, that such acquisition closes within 120 days of such 360 day period; 

(iii) to make a capital expenditure in or that is used or useful in a Permitted Business (provided that the completion of
(a) construction of new facilities, (b) expansions to existing facilities and (c) repair or construction of damaged or destroyed facilities, in each case, which commences within such 360 days may extend for an additional
360 day period if the Net Proceeds to be used for such construction, expansion or repair are committed specifically for such activity within such 360 days); or 

(iv) to acquire other long-term assets that are used or useful in a Permitted Business. 

  
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 Pending the final application of any Net Proceeds, the Company may temporarily reduce revolving
credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture. 
 (d) Any Net Proceeds from
Asset Sales that are not applied or invested as provided in clause (c) of this Section 4.10, or that the Company determines will not be applied or invested as provided in clause (c) of this Section 4.10, shall constitute
“Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $25.0 million, the Company shall make an offer (an “Asset Sale Offer”) to all Holders of Notes and, at the Company’s option, all holders
of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets, to purchase on a pro rata basis the maximum
principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount, plus accrued and unpaid interest and Liquidated
Damages, if any, to the date of purchase, and shall be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If
the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Notes and such other pari passu Indebtedness shall be purchased on a pro rata basis. Upon
completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. 
 (e) The Company shall comply with the
requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To
the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its
obligations under this Section 4.10 by virtue of such conflict. 
  

	Section 4.11	Transactions with Affiliates. 

 (a) The Company shall not, and shall not permit any of
its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or amend any contract, agreement, loan, advance or
guarantee with, or for the benefit of, any Affiliate (each, an “Affiliate Transaction”), unless: 
 (i) the
Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated
Person; and 

  
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 (ii) the Company delivers to the Trustee: 

(1) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in
excess of $25.0 million, a resolution of the Board of Directors of the Company set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with this Section 4.11 and that such Affiliate Transaction has
been approved by a majority of the disinterested members of the Board of Directors of the Company; and 
 (2) except with
respect to leases of facilities entered into in the ordinary course of business with a Wholly Owned Subsidiary, with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of
$50.0 million, an opinion as to the fairness to the Company of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing. 

(b) The following items shall not be deemed to be Affiliate Transactions and, therefore, shall not be subject to the provisions of
Section 4.11(a): 
 (i) indemnity agreements and reasonable employment arrangements (including severance and retirement
agreements) entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business of the Company or such Restricted Subsidiary, in each case approved by the disinterested members of the Board of Directors of the
Company; 
 (ii) transactions between or among the Company and/or its Restricted Subsidiaries; 

(iii) payment of reasonable directors fees to Persons who are not otherwise Affiliates of the Company; 

(iv) sales of Equity Interests (other than Disqualified Stock) of the Company; 

(v) Permitted Investments and Restricted Payments that are permitted by Section 4.07; 

(vi) 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 and other reasonable fees, compensation, benefits and indemnities paid or entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of
business to or with officers, directors or employees of the Company and its Restricted Subsidiaries; and 
 (vii) any pledge
of any Government Operating Agreement to secure Non-Recourse Project Financing Indebtedness related to the facility that is the subject of such Government Operating Agreement. 

  
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	Section 4.12	Liens. 

 The Company shall not, and shall not permit any of its Restricted Subsidiaries
to, create, incur, assume or otherwise cause or suffer to exist or become effective any Lien of any kind (other than Permitted Liens) upon any of their property or assets, now owned or hereafter acquired, unless all payments due under this Indenture
and the Notes are secured on an equal and ratable or prior basis with the Obligations so secured until such time as such Obligations are no longer secured by a Lien. 
  

	Section 4.13	Business Activities. 

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

 

	Section 4.14	Offer to Repurchase upon a Change of Control. 

 (a) Upon the occurrence of a Change of
Control, each Holder of Notes shall have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes pursuant to the offer described below (the
“Change of Control Offer”) at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase (the “Change of
Control Payment”). Within 30 days following any Change of Control, the Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the
date (the “Change of Control Payment Date”) specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures described in
Section 3.08 and described in such notice. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable
in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture relating to such Change of Control Offer, the
Company shall comply with the applicable securities laws and regulations and shall be deemed not to have breached its obligations under this Section 4.14 by virtue of such conflict. 

(b) On the Change of Control Payment Date, the Company shall, to the extent lawful: (1) accept for payment all Notes or portions thereof
properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof properly tendered and (3) deliver or cause to be
delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly deliver to each
Holder of Notes properly 

  
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tendered the Change of Control Payment for such Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal
amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company shall publicly announce the results
of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. 
 (c) Notwithstanding anything to the
contrary in this Section 4.14, the Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the
requirements set forth in this Section 4.14 and all other provisions of this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under such Change of Control Offer.

  

	Section 4.15	Designation of Restricted and Unrestricted Subsidiaries. 

 The Board of Directors of the
Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default or Event of Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market
value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary properly designated shall be deemed to be Investments made as of the time of the designation, subject to the limitations on Restricted
Payments. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Company may redesignate
any Unrestricted Subsidiary to be a Restricted Subsidiary if the redesignation would not cause a Default; provided, that, such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any
outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if (1) such Indebtedness is permitted under Section 4.09, calculated on a pro forma basis as if such designation had occurred at the
beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation. 
  

	Section 4.16	Payments for Consent. 

 The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder of Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the
Notes unless such consideration is offered to be paid to all Holders of the Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement. 

 

	Section 4.17	Sale and Leaseback Transactions. 

 The Company shall not, and shall not permit any
Restricted Subsidiary to, enter into any Sale and Leaseback Transaction; provided, that, the Company or any Restricted Subsidiary may enter into a Sale and Leaseback Transaction if: 

(i) the Company or that Restricted Subsidiary, as applicable, could have (a) incurred Indebtedness in an amount equal to
the Attributable Debt relating to such Sale and Leaseback Transaction under the Fixed Charge Coverage Ratio test in Section 4.09(a) hereof and (b) incurred a Lien to secure such Indebtedness pursuant to Section 4.12; 

  
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 (ii) the gross cash proceeds of that Sale and Leaseback Transaction are at least
equal to the fair market value, as determined in good faith by the Board of Directors of the Company and set forth in an Officers’ Certificate delivered to the Trustee, of the property that is the subject of that Sale and Leaseback Transaction;
and 
 (iii) the transfer of assets in that Sale and Leaseback Transaction is permitted by, and the Company applies the
proceeds of such transaction in compliance with, Section 4.10 hereof. 
  

	Section 4.18	Additional Note Guarantees. 

 (a) The Notes shall initially be fully and unconditionally
guaranteed by each of the Initial Guarantors and may be guaranteed by additional Subsidiaries of the Company pursuant to this Section 4.18. 

(b) The Company shall not permit any of its Restricted Subsidiaries which are not Guarantors directly or indirectly, to Guarantee the payment
of 
 (i) any Indebtedness of the Company or any Guarantor under any Credit Facility or 

(ii) any Indebtedness of the Company or any Guarantor evidenced by bonds, notes or other debt securities in an aggregate
principal amount of $100 million or more, unless, in each case, such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the Guarantee of the payment of the Notes by such Restricted Subsidiary, which
Note Guarantee shall be senior to or pari passu with such Subsidiary’s Guarantee of such other Indebtedness. 
  

	Section 4.19	Changes in Covenants When Notes Rated Investment Grade. 

 (a) If on any date following
the date hereof: 
 (i) the Notes are rated Baa3 or better by Moody’s or BBB- or better by Standard &
Poor’s (or, if either such entity ceases to rate the Notes for reasons outside of the control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within
the meaning of Section 3(a)(62) under the Exchange Act, selected by the Company as a replacement agency); and 
 (ii) no
Default or Event of Default shall have occurred and be continuing (collectively, a “Covenant Suspension Event”); 

  
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 then, beginning on that day and subject to the provisions of Section 4.19(b), the following sections shall
be suspended: 
 (1) Section 4.10; 

(2) Section 4.07; 
 (3)
Section 4.09; 
 (4) Section 4.08; 

(5) Section 4.15; 
 (6)
Section 4.11; 
 (7) clause (iv) of Section 5.01(a); 

(8) clauses (i)(a) and (iii) of Section 4.17; and 

(9) Section 4.13. 
 (b)
During any period that the sections specified in Section 4.19(a) have been suspended (a “Suspension Period”), the Company’s Board of Directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant
to Section 4.15 hereof unless such designation would have been permitted if a Suspension Period had not been in effect at such time. 

(c) Notwithstanding the provisions of Section 4.19(a) and (b) above, if the rating assigned by such rating agency should
subsequently decline and the Notes are not rated Baa3 or better by Moody’s nor BBB- or better by Standard & Poor’s (or if either such agency ceases to rate the Notes, the equivalent investment grade credit rating from another
nationally recognized statistical rating organization), the foregoing covenants will be reinstated as of and from the date of such rating decline. Calculations under the reinstated Section 4.07 shall be made as if Section 4.07 had been in
effect since the date hereof except that no default shall be deemed to have occurred solely by reason of a Restricted Payment made while that covenant was suspended. Notwithstanding that the suspended covenants may be reinstated, no default will be
deemed to have occurred as a result of a failure to comply with such suspended covenants during any Suspension Period. 
 (d) The Company
shall give prompt written notice of any Covenant Suspension Event and the termination of any Covenant Suspension Event to the Trustee. 
  

	Section 4.20	Liquidated Damages Notice. 

 (a) In the event that the Company is required to pay
Liquidated Damages to holders of Notes pursuant to the Registration Rights Agreement, the Company shall provide written notice (the “Liquidated Damages Notice”) to the Trustee of its obligation to pay Liquidated Damages no later
than fifteen days prior to the proposed payment date for the 

  
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Liquidated Damages, and the Liquidated Damages Notice shall set forth the amount of Liquidated Damages to be paid by the Company on such payment date. The Trustee shall not at any time be under
any duty or responsibility to any holder of Notes to determine the Liquidated Damages, or with respect to the nature, extent, or calculation of the amount of Liquidated Damages owed, or with respect to the method employed in such calculation of the
Liquidated Damages. 
 ARTICLE FIVE 

SUCCESSORS 
  

	Section 5.01	Merger, Consolidation or Sale of Assets. 

 (a) The Company shall not, in a single
transaction or a series of related transactions, consolidate with or merge with or into any other Person or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person or group of
affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in an assignment, conveyance, transfer, lease or disposition of
all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken as a whole to any other Person or group of affiliated Persons, unless at the time and after giving effect thereto: 

(i) either: (A) the Company is the surviving corporation; or (B) the Person formed by or surviving any such
consolidation or merger (if other than the Company) or to which such sale, assignment, lease, transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United
States or the District of Columbia; 
 (ii) the Person formed by or surviving any such consolidation or merger (if other than
the Company) or the Person to which such sale, assignment, lease, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes, this Indenture and the Registration Rights Agreement pursuant to
agreements reasonably satisfactory to the Trustee; 
 (iii) no Default or Event of Default exists; 

(iv) the Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company), or to
which such sale, assignment, lease, transfer, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the
beginning of the applicable four-quarter period, either (x) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof or (y) have a Fixed
Charge Coverage Ratio that would be greater than such ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction; and 

(v) the Company or the other Person formed by or surviving any such consolidation or merger (if other than the Company), or to
which such sale, assignment, lease, transfer, conveyance or other disposition has been made shall have delivered to the 

  
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Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment,
lease, conveyance, transfer, or other disposition, and if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with the requirements of this Indenture and that all conditions precedent herein
provided for relating to such transaction have been complied with. 
 (b) Clause (iv) of Section 5.01(a) shall not apply to:
(a) a transaction the principal purpose of which is to change the state of organization of the Company and that does not have as one of its purposes the evasion of such clause, (b) a sale, transfer or other disposition of assets between or
among the Company and any of its Restricted Subsidiaries or (c) any merger or consolidation of a Restricted Subsidiary into the Company. 
  

	Section 5.02	Successor Corporation Substituted. 

 Upon any consolidation or merger, or any sale,
assignment, transfer, conveyance or other disposition of all or substantially all of the assets of the Company, in accordance with Section 5.01 hereof, the successor corporation formed by such consolidation or into or with which the Company is
merged or to which such sale, assignment, transfer, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, assignment, conveyance or other disposition,
the provisions of this Indenture referring to the “Company” shall refer instead to the successor corporation and not to the Company) and may exercise all rights and powers of, the Company under this Indenture with the same effect as if
such successor Person had been named as the company herein. 
 ARTICLE SIX 

DEFAULTS AND REMEDIES 
  

	Section 6.01	Events of Default. 

 (a) Each of the following is an “Event of Default”:

 (i) default for 30 days in the payment when due of interest on, or Liquidated Damages with respect to, the Notes;

 (ii) default in payment when due of the principal of, or premium, if any, on the Notes; 

(iii) failure by the Company or any Restricted Subsidiary to comply with Sections 4.10, 4.14 or 5.01 hereof; 

(iv) failure by the Company or any Guarantor for 60 consecutive days after notice to comply with any of the other agreements in
this Indenture; 

  
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 (v) default under any mortgage, indenture or instrument under which there may be
issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any Restricted Subsidiary (or the payment of which is guaranteed by the Company or any Restricted Subsidiary) whether such Indebtedness or
guarantee now exists, or is created after the date hereof, if that default: 
 (1) is caused by a failure to make any
payment due at final maturity of such Indebtedness (a “Payment Default”); or 
 (2) results in the
acceleration of such Indebtedness prior to its express maturity, 
 and, in each case, the principal amount of any such Indebtedness,
together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $50.0 million or more; 

(vi) failure by the Company or any Restricted Subsidiary to pay final judgments not covered by insurance aggregating in excess
of $50.0 million, which judgments are not paid, discharged or stayed for a period of 60 days; 
 (vii) except as
permitted by this Indenture, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor,
shall deny or disaffirm its obligations under its Note Guarantee; 
 (viii) the Company or any Restricted Subsidiary that is
a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, pursuant to or within the meaning of Bankruptcy Law: 

(1) commences a voluntary case, 

(2) consents to the entry of an order for relief against it in an involuntary case, 

(3) makes a general assignment for the benefit of its creditors, or 

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

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

(1) is for relief against the Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted
Subsidiaries that, taken together, would constitute a Significant Subsidiary, in an involuntary case; or 
 (2) appoints a
custodian of the Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary or for all or


  
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substantially all of the property of the Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a
Significant Subsidiary, or 
 (3) orders the liquidation of the Company or any Restricted Subsidiary that is a Significant
Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary. 
  

	Section 6.02	Acceleration. 

 (a) In the case of an Event of Default specified in clause (viii) or
(ix) of Section 6.01(a) hereof, with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all
outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may
declare all the Notes to be due and payable immediately by notice in writing to the Company specifying the Event of Default. 
 (b) In the
event of a declaration of acceleration of the Notes because an Event of Default has occurred and is continuing as a result of the acceleration of any Indebtedness described in clause (v) of Section 6.01(a) hereof, the declaration of
acceleration of the Notes shall be automatically annulled if the holders of any Indebtedness described in clause (v) of Section 6.01(a) hereof have rescinded the declaration of acceleration in respect of the Indebtedness within
30 days of the date of the declaration and if: 
 (i) the annulment of the acceleration of Notes would not conflict with
any judgment or decree of a court of competent jurisdiction; and 
 (ii) all existing Events of Default, except nonpayment of
principal or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. 
  

	Section 6.03	Other Remedies. 

 (a) If an Event of Default occurs and is continuing, the Trustee may
pursue any available remedy to collect the payment of principal, premium, if any, interest, and Liquidated Damages, if any, with respect to, the Notes or to enforce the performance of any provision of the Notes or this Indenture. 

(b) The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A
delay or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law. 

  
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	Section 6.04	Waiver of Past Defaults. 

 Holders of a majority in aggregate principal amount of the
then outstanding Notes by notice to the Trustee, may on behalf of the Holders of all of the Notes, waive any existing Default or Event of Default and its consequences hereunder, except a continuing Default or Event of Default in the payment of
interest or Liquidated Damages, if any, on, or the principal of, the Notes (including in connection with an offer to purchase) (provided, however, that the Holders of a majority in aggregate principal amount of the then outstanding
Notes may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration). The Company shall deliver to the Trustee an Officers’ Certificate stating that the requisite percentage of
Holders have consented to such waiver and attaching copies of such consents. In case of any such waiver, the Company, the Trustee and the Holders shall be restored to their former positions and rights hereunder and under the Notes, respectively.
This Section 6.04 shall be in lieu of Section 316(a)(1)(B) of the TIA and such Section 316(a)(1)(B) of the TIA is hereby expressly excluded from this Indenture and the Notes, as permitted by the TIA. Upon any such waiver, such Default
shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. 

 

	Section 6.05	Control by Majority. 

 Holders of a majority in principal amount of the then outstanding
Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it and the Trustee may take any other action deemed proper by the Trustee which
is not inconsistent with such direction. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or that the Trustee determines may be unduly prejudicial to the rights of other Holders of Notes or that may
involve the Trustee in personal liability. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest or Liquidated
Damages, if any) if it determines that withholding notice is in their interest. 
  

	Section 6.06	Limitation on Suits. 

 (a) A Holder may pursue a remedy with respect to this Indenture,
or the Notes only if: 
 (i) the Holder gives to the Trustee written notice of a continuing Event of Default; 

(ii) the Holders of at least 25% in principal amount of the then outstanding Notes make a written request to the Trustee to
pursue the remedy; 
 (iii) such Holder of a Note or Holders of Notes offer and, if requested, provide to the Trustee
security and indemnity satisfactory to the Trustee against any loss, liability or expense that might be incurred by it in connection with the request or direction; 

  
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 (iv) the Trustee does not comply with the request within 60 days after
receipt of the request and the offer and, if requested, the provision of indemnity; and 
 (v) during such 60-day period the
Holders of a majority in principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with the request. 

(b) A Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority
over another Holder of a Note (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders). 

 

	Section 6.07	Rights of Holders of Notes to Receive Payment. 

 Notwithstanding any other provision of
this Indenture, the right of any Holder of a Note to receive payment of principal, premium, if any, interest on, and Liquidated Damages, if any, with respect to, the Note, on or after the respective due dates expressed in the Note (including in
connection with an offer to purchase), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder. 

 

	Section 6.08	Collection Suit by Trustee. 

 If an Event of Default specified in Section 6.01(a)(i)
or (a)(ii) occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as Trustee of an express trust against the Company for the whole amount of principal of, premium, if any, interest, and Liquidated Damages, if
any, remaining unpaid on the Notes and interest on overdue principal and premium, if any, and, to the extent lawful, interest and Liquidated Damages, if any, and such further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel. 
  

	Section 6.09	Trustee May File Proofs of Claim. 

 The Trustee is authorized to file such proofs of
claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and
the Holders of the Notes allowed in any judicial proceedings relative to the Company or any Guarantor (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any
money or other securities or property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall
consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 7.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of
the estate in any such 

  
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proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other
properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or
consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in
any such proceeding. 
  

	Section 6.10	Priorities. 

 (a) If the Trustee collects any money pursuant to this Article, it shall
pay out the money in the following order: 
 First: to the Trustee, its agents and attorneys for amounts due under
Section 7.07 hereof, including payment of all compensation, expense and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection; 

Second: to Holders of Notes for amounts due and unpaid on the Notes for principal, premium, if any, interest and Liquidated
Damages, if any, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, interest, and Liquidated Damages, if any, respectively; and 

Third: to the Company or to such party as a court of competent jurisdiction shall direct. 

(b) The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.10. 

 

	Section 6.11	Undertaking for Costs. 

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

ARTICLE SEVEN 
 TRUSTEE

  

	Section 7.01	Duties of Trustee. 

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

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

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

(ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, the Trustee shall examine the certificates and opinions to determine whether or not
they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). 

(c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful
misconduct, except that: 
 (i) this paragraph does not limit the effect of paragraph (b) of this Section; 

(ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved
that the Trustee was negligent in ascertaining the pertinent facts; and 
 (iii) the Trustee shall not be liable with respect
to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof. 

(d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to
paragraphs (a), (b) and (c) of this Section 7.01. 
 (e) No provision of this Indenture shall require the Trustee to expend
or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have offered to the Trustee security and
indemnity satisfactory to it against any loss, costs, liability or expense that might be incurred by it in connection with the request or direction. 

(f) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. 

  
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	Section 7.02	Certain Rights of Trustee. 

 (a) The Trustee may conclusively rely upon any document
believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document. 

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

(c) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed
with due care. 
 (d) The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be
authorized or within the rights or powers conferred upon it by this Indenture. 
 (e) Unless otherwise specifically provided in this
Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company. 
 (f) The
Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to
it against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction. 
 (g) The Trustee
shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of such event is sent to the Trustee in accordance with Section 12.02
hereof, and such notice references the Notes. 
 (h) The rights, privileges, protections, immunities and benefits given to the Trustee,
including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each officer, director and employee of the Trustee. 

(i) The Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of individuals and/or titles of
officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in
any such certificate previously delivered and not superseded. 
 (j) In no event shall the Trustee be responsible or liable for special,
indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of
action. 
 (k) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties
hereunder. 

  
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	Section 7.03	Individual Rights of Trustee. 

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

	Section 7.04	Trustee’s Disclaimer. 

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

	Section 7.05	Notice of Defaults. 

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

  

	Section 7.06	Reports by Trustee to Holders of the Notes. 

 (a) Within 60 days after each
May 1 beginning with the May 1 following the date hereof, and for so long as Notes remain outstanding, the Trustee shall mail to the Holders of the Notes a brief report dated as of such reporting date that complies with TIA
§ 313(a) (but if no event described in TIA § 313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also shall comply with TIA § 313(b)(2). The Trustee shall also
transmit by mail all reports as required by TIA § 313(c). 
 (b) A copy of each report at the time of its mailing to the Holders of
Notes shall be mailed to the Company and filed with the SEC and each stock exchange on which the Notes are listed in accordance with TIA § 313(d). The Company shall promptly notify the Trustee in writing when the Notes are listed on any stock
exchange or any delisting thereof. 

  
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	Section 7.07	Compensation and Indemnity. 

 (a) The Company shall pay to the Trustee from time to time
such compensation as shall be agreed in writing between the Company and the Trustee for its acceptance of this Indenture and services hereunder. 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 promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable
compensation, disbursements and expenses of the Trustee’s agents and counsel. 
 (b) The Company shall indemnify each of the Trustee
and any predecessor Trustee against any and all losses, liabilities, damages, claims or expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the reasonable costs
and expenses of enforcing this Indenture against the Company (including this Section 7.07) and defending itself against any claim (whether asserted by either of the Company or any Guarantor or any Holder or any other person) or liability in
connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability, damage, claim or expense may be attributable to its negligence or willful misconduct. 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 shall cooperate in the
defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. 

(c) The obligations of the Company under this Section 7.07 shall survive the satisfaction and discharge of this Indenture and resignation
or removal of the Trustee. 
 (d) To secure the Company’s payment obligations in this Section, the Trustee shall have a Lien prior to
the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture and resignation or removal of
the Trustee. 
 (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(a)(viii)
or (ix) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. 

(f) The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable. 

 

	Section 7.08	Replacement of Trustee. 

 (a) A resignation or removal of the Trustee and appointment of
a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. 

  
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 (b) The Trustee may resign in writing at any time and be discharged from the trust hereby created
by so notifying the Company. The Holders of a majority in principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Company in writing. The Company may remove the Trustee if: 

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

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

(iv) the Trustee becomes incapable of acting. 

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

(d) If a successor Trustee does not take office within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee,
the Company, or the Holders of Notes of at least 10% in principal amount of the then outstanding Notes may petition at the expense of the Company any court of competent jurisdiction for the appointment of a successor Trustee. 

(e) If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10,
such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. 

(f) A successor Trustee 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
Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07
hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.08 or Section 7.09, the Company’s obligations under Section 7.07 hereof shall continue for the benefit of the retiring Trustee. 

 

	Section 7.09	Successor Trustee by Merger, Etc. 

 If the Trustee consolidates, merges or converts into,
or transfers all or substantially all of its corporate trust business to, another Person, the successor Person without any further act shall be the successor Trustee. 

  
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	Section 7.10	Eligibility; Disqualification. 

 There shall at all times be a Trustee hereunder that is
a corporation organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or
state authorities and that has a combined capital and surplus of at least $100.0 million as set forth in its most recent published annual report of condition. 

This Indenture shall always have a Trustee who satisfies the requirements of TIA § 310(a)(1), (2) and (5). The Trustee is subject to
TIA § 310(b). 
  

	Section 7.11	Preferential Collection of Claims Against Company. 

 The Trustee is subject to TIA §
311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated therein. The Trustee hereby waives any right to set-off any claim that
it may have against the Company in any capacity (other than as Trustee and Paying Agent) against any of the assets of the Company held by the Trustee; provided, however, that if the Trustee is or becomes a lender of any other
Indebtedness permitted hereunder to be pari passu with the Notes, then such waiver shall not apply to the extent of such Indebtedness. 
  

	Section 7.12	Trustee’s Application for Instructions from the Company. 

 Any application by the
Trustee for written instructions from the Company may, at the option of the Trustee, set forth in writing any action proposed to be taken or omitted by the Trustee under this Indenture and the date on and/or after which such action shall be taken or
such omission shall be effective. The Trustee shall not be liable for any action taken by, or omission of, the Trustee in accordance with a proposal included in such application on or after the date specified in such application (which date shall
not be less than five (5) Business Days after the date any Officer of the Company actually receives such application, unless any such Officer shall have consented in writing to any earlier date) unless prior to taking any such action (or the
effective date in the case of an omission), the Trustee shall have received written instructions in response to such application specifying the action to be taken or omitted. 

ARTICLE EIGHT 

DEFEASANCE AND COVENANT DEFEASANCE 
  

	Section 8.01	Option to Effect Legal Defeasance or Covenant Defeasance. 

 The Company may, at the
option of the Board of Directors evidenced by a resolution set forth in an Officers’ Certificate, at any time, elect to have either Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon compliance with the conditions set
forth below in this Article Eight. 
  

	Section 8.02	Legal Defeasance and Discharge. 

 Upon the Company’s exercise under
Section 8.01 hereof of the option applicable to this Section 8.02, the Company shall, subject to the satisfaction of the conditions set forth in 

  
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Section 8.04 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Notes and all obligations of the Guarantors shall be deemed to have been
discharged with respect to their obligations under the Note Guarantees on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Company and the
Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Guarantees, respectively, which shall thereafter be deemed to be “outstanding” only for the purposes of
Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes and this Indenture (and the Trustee, on reasonable demand of and at the
expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to
receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, interest and Liquidated Damages, if any, on such Notes when such
payments are due, (b) the Company’s obligations with respect to such Notes under Article 2 concerning issuing temporary Notes, registration of Notes and mutilated, destroyed, lost or stolen Notes and the Company’s obligations
under Section 4.02 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s and the Guarantors’ obligations in connection therewith and (d) this Article Eight. Subject to
compliance with this Article Eight, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof. 

 

	Section 8.03	Covenant Defeasance. 

 Upon the Company’s exercise under Section 8.01 hereof of
the option applicable to this Section 8.03, the Company shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from its obligations under the covenants contained in Sections 4.07, 4.08,
4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17, 4.18 and 4.19 hereof and clause (iv) of Section 5.01(a) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 are satisfied
(hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in
connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant
Defeasance means that, with respect to the outstanding Notes, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason
of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under
Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Company’s exercise under Section 8.01 hereof of the option applicable to this
Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(a)(iii) through (vii) shall not constitute Events of Default. 

  
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	Section 8.04	Conditions to Legal or Covenant Defeasance. 

 (a) The following shall be the conditions
to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes: 
 (i) the Company must irrevocably
deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be
sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, or interest and premium and Liquidated Damages, if any, on the outstanding Notes on the Stated Maturity or on the applicable
redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to maturity or to a particular redemption date and, if the Notes are being defeased to a particular redemption date, the Company must have
delivered to the Trustee an irrevocable notice of redemption; 
 (ii) in the case of Legal Defeasance, the Company shall have
delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date hereof,
there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel will confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for
federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; 

(iii) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel reasonably
acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; 

(iv) no Default or Event of Default has occurred and is continuing either (a) on the date of such deposit or
(b) insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 123rd day after the date of deposit; 

(v) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under,
any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; 

(vi) the Company must have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the
Company with the intent of preferring the Holders of Notes over the other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others; 

  
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 (vii) the Company must have delivered to the Trustee an Opinion of Counsel to the
effect that the creation of the defeasance trust does not violate the Investment Company Act of 1940 and after the passage of 123 days following the deposit, the trust fund will not be subject to the effect of Section 547 of the U.S. Bankruptcy
Code or Section 15 of the New York Debtor and Creditor Law; and 
 (viii) the Company must deliver to the Trustee an
Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with. 

 

	Section 8.05	Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions. 


(a) Subject to Section 8.06 hereof, all money and non-callable Government Securities (including
the proceeds thereof) deposited with the Trustee pursuant to Section 8.04 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium and Liquidated
Damages, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. 
 (b) The
Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable Government Securities deposited pursuant to Section 8.04 hereof or
the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. 

(c) Anything in this Article Eight to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon the
written request of the Company any money or non-callable Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(a) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an
equivalent Legal Defeasance or Covenant Defeasance. 
  

	Section 8.06	Repayment to the Company. 

 Any money deposited with the Trustee or any Paying Agent, or
then held by the Company, in trust for the payment of the principal of, premium, if any, or interest on any Note and remaining unclaimed for two years after such principal, and premium, if any, or interest has become due and payable shall be paid to
the Company on its request or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as Trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, shall at the expense
of the Company cause to be published 

  
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once, in The New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than
30 days from the date of such notification or publication, any unclaimed balance of such money then remaining shall be repaid to the Company. 
  

	Section 8.07	Reinstatement. 

 If the Trustee or Paying Agent is unable to apply any United States
dollars or non-callable Government Securities in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, then the Company’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such
time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided, however, that, if the Company makes any payment of principal of, premium, if
any, or interest on any Note following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent. 

ARTICLE NINE 
 AMENDMENT,
SUPPLEMENT AND WAIVER 
  

	Section 9.01	Without Consent of Holders of Notes. 

 (a) Notwithstanding Section 9.02 of this
Indenture, the Company, the Guarantors, if any, and the Trustee may amend or supplement this Indenture or the Notes without the consent of any Holder of a Note: 

(i) to cure any ambiguity, defect or inconsistency; 

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

(iii) to provide for the assumption of the Company’s or any Guarantor’s obligations to Holders of Notes in the case
of a merger or consolidation or sale of all or substantially all of the Company’s or such Guarantor’s assets; 

(iv) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely
affect the legal rights under this Indenture of any such Holder; 
 (v) to comply with requirements of the SEC in order to
effect or maintain the qualification of this Indenture under the TIA; 
 (vi) to conform the text of this Indenture, the Note
Guarantees or the Notes to any provision of the “Description of Notes” in the Offering Memorandum to the extent that such provision in the “Description of Notes” was intended to be a verbatim recitation of a provision of this
Indenture, the Note Guarantees or the Notes as evidenced in an Officers’ Certificate; 

  
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 (vii) to provide for the issuance of Additional Notes in accordance with the
limitations provided herein and in the Notes; or 
 (viii) to allow a Guarantor to execute a supplemental indenture for the
purpose of providing a Note Guarantee in accordance with the provisions of this Indenture. 
 (b) Upon the request of the Company
accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the
Company in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be
obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. 
  

	Section 9.02	With Consent of Holders of Notes. 

 (a) Except as provided in Section 9.02(e), the
Company, the Guarantors, if any, and the Trustee may amend or supplement this Indenture or the Notes with the consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding
(including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default or compliance with any
provision of this Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) (including, without limitation, consents obtained in
connection with a purchase of, or tender offer or exchange offer for, Notes). 
 (b) The Company may, but shall not be obligated to, fix a
record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a record date is fixed, the Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled
to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to
the date which is 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled and of no further effect. 

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

  
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 (d) It shall not be necessary for the consent of the Holders of Notes under this
Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. 

(e) After an amendment, supplement or waiver under this Section becomes effective, the Company shall mail to the Holders of Notes affected
thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental
indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) may waive compliance in a particular instance by the
Company with any provision of this Indenture, or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a
non-consenting Holder): 
 (i) reduce the principal amount of Notes whose Holders
must consent to an amendment, supplement or waiver; 
 (ii) reduce the principal of or change the fixed maturity of any Note
or change the optional redemption dates or optional redemption prices from those provided in Section 3.07 of this Indenture (except amendments or changes to any notice provisions, which may be amended with the consent of Holders of a majority
of the Notes); 
 (iii) reduce the rate of or change the time for payment of interest on any Note; 

(iv) waive a Default or Event of Default in the payment of principal of, or interest or premium, or Liquidated Damages, if any,
on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration); 

(v) make any Note payable in currency other than that stated in the Notes; 

(vi) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes
to receive payments of principal of, or interest or premium or Liquidated Damages, if any, on the Notes; 
 (vii) waive a
redemption payment with respect to any Note; 
 (viii) release any Guarantor from any of its obligations under its Note
Guarantee or this Indenture, except in accordance with the terms of this Indenture; 
 (ix) impair the right to institute
suit for the enforcement of any payment on or with respect to the Notes or the Note Guarantees; 

  
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 (x) amend, change or modify the obligation of the Company to make and consummate
an Asset Sale Offer with respect to any Asset Sale in accordance with Section 4.10 hereof after the obligation to make an Asset Sale Offer has arisen or the obligation of the Company to make and consummate a Change of Control Offer in the event
of a Change of Control in accordance with Section 4.14 hereof after a Change of Control has occurred, including, in each case, amending, changing or modifying any definition relating thereto; or 

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

 

	Section 9.03	Compliance with Trust Indenture Act. 

 Every amendment or supplement to this Indenture or
the Notes shall be set forth in an amended or supplemental indenture that complies with the TIA as then in effect. 
  

	Section 9.04	Revocation and Effect of Consents. 

 Until an amendment, supplement or waiver becomes
effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the
consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the waiver, supplement or amendment becomes
effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder. 
  

	Section 9.05	Notation on or Exchange of Notes. 

 (a) The Trustee may place an appropriate notation
about an amendment, supplement or waiver on any Note thereafter authenticated. The Company in exchange for all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment,
supplement or waiver. 
 (b) Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such
amendment, supplement or waiver. 
  

	Section 9.06	Trustee to Sign Amendments, Etc. 

 The Trustee shall sign any amended or supplemental
indenture or Note authorized pursuant to this Article Nine if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. The Company may not sign an amendment or supplemental indenture or Note
until its Board of Directors approves it. In executing any amended or supplemental indenture or Note, the Trustee shall receive and (subject to Section 7.01 hereof) shall be fully protected in conclusively relying upon an Officers’
Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and is the legal, valid and binding obligation of the Company, enforceable in accordance with its
terms, and that all conditions precedent to such execution have been met. 

  
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 ARTICLE TEN 

NOTE GUARANTEES 
  

	Section 10.01	Guarantee. 

 (a) On the Issue Date, all of the Initial Guarantors shall Guarantee the
obligations of the Company under the Notes and this Indenture as provided in this Article Ten. On the Issue Date, all of the Company’s Subsidiaries that Guarantee the Company’s obligations under the Credit Agreement are the Initial
Guarantors hereunder. Subject to this Article Ten, each of the Guarantors (including the Initial Guarantors and any other Subsidiary that may become a Guarantor) hereby, jointly and severally, and fully and unconditionally, guarantees to each
Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder,
that: (a) the principal of, premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be promptly paid in full when due, whether at Stated Maturity, by acceleration, redemption or otherwise, and interest on the overdue
principal of, premium, if any, and interest and Liquidated Damages, if any, on the Notes, if lawful (subject in all cases to any applicable grace period provided herein), and all other obligations of the Company to the Holders or the Trustee
hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the same
shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so
guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. 

(b) The Guarantors hereby agree that, to the maximum extent permitted under applicable law, their obligations hereunder shall be
unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or
thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives diligence,
presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this
Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture or except as provided in Section 10.05 of this Indenture. 

(c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee,
liquidator or other similar official acting in relation to any of the Company or the Guarantors, any amount paid by any of them to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full
force and effect. 

  
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 (d) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation
to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other
hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in, but subject to the provisions of, Article Six hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other
prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article Six hereof, such obligations (whether or not due
and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as
the exercise of such right does not impair the rights of the Holders under the Note Guarantee. 
  

	Section 10.02.	Limitation on Guarantor Liability. 

 Each Guarantor, and by its acceptance of Notes, each
Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform
Fraudulent Transfer Act or any similar federal or state law to the extent applicable to such Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of such
Guarantor shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive
contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article Ten, result in the obligations of such Guarantor under its Note Guarantee not constituting a
fraudulent transfer or conveyance. 
  

	Section 10.03.	Execution and Delivery of a Supplemental Indenture Relating to a Note Guarantee. 

 (a)
Each Guarantor hereby agrees that its Note Guarantee set forth in Section 10.01 shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Note Guarantee. 

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

(d) If required by Section 4.18 hereof, the Company shall cause such Subsidiaries to execute supplemental indentures to this Indenture in
accordance with Section 4.18 hereof and this Article Ten, to the extent applicable. 

  
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	Section 10.04.	Guarantors May Consolidate, Etc., on Certain Terms. 

 (a) A Guarantor may not sell
or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another Person, other than the Company or another Guarantor, unless: 

(i) immediately after giving effect to that transaction, no Default or Event of Default exists; and 

(ii) either: 

(A) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such
consolidation or merger assumes all the obligations of that Guarantor under this Indenture, its Note Guarantee and the Registration Rights Agreement pursuant to a supplemental indenture satisfactory to the Trustee; or 

(B) such sale or other disposition or consolidation or merger complies with Section 4.10 hereof. 

(b) In case of any such consolidation, merger, sale or conveyance governed by Section 10.04(a)(ii)(A), upon the assumption by the
successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by a
Guarantor, such successor Person shall succeed to and be substituted for a Guarantor with the same effect as if it had been named herein as a Guarantor. 
  

	Section 10.05.	Release of a Guarantor. 

 (a) Any Guarantor shall be released and relieved of any
obligations under its Note Guarantee hereunder, (i) in connection with any sale or other disposition of all of the Capital Stock of such Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after
giving effect to such transaction) a Subsidiary of the Company, if the sale complies with Section 4.10 hereof; (ii) if the Company designates such Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of this
Indenture; (iii) upon Legal Defeasance or Covenant Defeasance or satisfaction and discharge of the Notes as permitted under this Indenture; or (iv) upon the release or termination (other than a termination or release resulting from the
payment thereon) of such Guarantor’s Guarantee, if any, of (a) all Indebtedness of the Company or any Guarantor under any Credit Facility and (b) all Indebtedness of the Company or any Guarantor evidenced by bonds, notes or other debt
securities in an aggregate principal amount of $100 million or more. 
 (b) Upon delivery by the Company to the Trustee of an Officers’
Certificate and an Opinion of Counsel to the effect that one of the foregoing requirements has been satisfied and the conditions to the release of a Guarantor under this Section 10.05 have been met, the Trustee shall execute any documents
reasonably required in order to evidence the release of such Guarantor from its obligations under its Note Guarantee. 

  
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 (c) Any Guarantor not released from its obligations under its Note Guarantee shall remain liable
for the full amount of principal of and interest and Liquidated Damages, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article Ten. 

ARTICLE ELEVEN 

SATISFACTION AND DISCHARGE 
  

	Section 11.01	Satisfaction and Discharge. 

 (a) This Indenture shall be discharged and shall cease to
be of further effect as to all Notes issued thereunder, when: 
 (i) either: 

(1) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes
for whose payment money has been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or 

(2) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the
mailing of a notice of redemption or otherwise or will become due and payable within one year, and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of
the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest to pay and
discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium and Liquidated Damages, if any, and accrued interest to the date of maturity or redemption; 

(ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a
result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; 

(iii) the Company or any Guarantor has paid or caused to be paid all sums payable by it hereunder; and 

(iv) the Company has delivered irrevocable instructions to the Trustee hereunder to apply the deposited money toward the
payment of the Notes at maturity or the redemption date, as the case may be. 
 (b) In addition, the Company must deliver an Officers’
Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. 

  
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	Section 11.02	Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions. 


Subject to Section 11.03 hereof, all money and non-callable Government Securities (including the proceeds thereof) deposited with the
Trustee pursuant to Section 11.01 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium and Liquidated Damages, if any, and interest, but such
money be segregated from other funds except to the extent required by law. 
  

	Section 11.03	Repayment to the Company. 

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

ARTICLE TWELVE 

MISCELLANEOUS 
  

	Section 12.01	Trust Indenture Act Controls. 

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

	Section 12.02	Notices. 

 (a) Any notice or communication by the Company or any Guarantor, on the one
hand, or the Trustee on the other hand, to the other is duly given if in writing and delivered in Person or mailed by first class mail (registered or certified, return receipt requested), telecopier or overnight air courier guaranteeing next day
delivery, to the others’ address: 
 If to the Company: 

The GEO Group 

One Park Place 

621 NW 53rd Street, Suite 700 

Boca Raton, Florida 33487 

Facsimile: (561) 999-7657 

Attention: Brian Evans 

  
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 With a copy to: 

Akerman Senterfitt 

One Southeast Third Avenue 

25th Floor 

Miami, Florida 33131 

Facsimile: (305) 374-5095 

Attention: Jose Gordo 

If to the Trustee: 

Wells Fargo Bank, National Association 

7000 Central Parkway 

Suite 550 

Atlanta, Georgia 30328 

Facsimile: (770) 551-5118 

Attention: Corporate Trust Services 

(b) The Company, the Guarantors, if any, or the Trustee, by notice to the others may designate additional or different addresses for
subsequent notices or communications. 
 (c) All notices and communications (other than those sent to Holders) shall be deemed to have been
duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if telecopied; and the next Business Day after timely delivery to the
courier, if sent by overnight air courier guaranteeing next day delivery. 
 (d) Any notice or communication to a Holder shall be mailed by
first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar. Any notice or communication shall also be so mailed to any
Person described in TIA § 313(c), to the extent required by the TIA. Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. 

(e) If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the
addressee receives it. Notwithstanding the foregoing, notices to the Trustee shall be deemed to be effective only when actually received by the Trustee’s Corporate Trust Department. 

(f) If the Company mails a notice or communication to Holders, it shall mail a copy to the Trustee and each Agent at the same time. 

  
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	Section 12.03	Communication by Holders of Notes with Other Holders of Notes. 

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

 

	Section 12.04	Certificate and Opinion as to Conditions Precedent. 

 Upon any request or application by
the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: 
 (i) an
Officers’ Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants,
if any, provided for in this Indenture relating to the proposed action have been satisfied; and 
 (ii) an Opinion of Counsel
in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.05 hereof) stating that, in the opinion of such counsel (who may rely upon the Officer’s Certificate as to matters of
fact), all such conditions precedent and covenants have been satisfied. 
  

	Section 12.05	Statements Required in Certificate or Opinion. 

 Each certificate or opinion with respect
to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to TIA § 314(a)(4)) shall comply with the provisions of TIA § 314(e) and shall include: 

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

(ii) 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; 
 (iii) a statement that, in the opinion of such Person, he or she has
made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfied; and 

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

 

	Section 12.06	Rules by Trustee and Agents. 

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

  
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	Section 12.07	No Personal Liability of Directors, Officers, Employees and Stockholders. 

 No director,
officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, shall have any liability for any obligations of the Company or of the Guarantors under the Notes, this Indenture or the Note Guarantees, or for any claim based
on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. 

 

	Section 12.08	Governing Law. 

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

	Section 12.09	Consent to Jurisdiction. 

 Any legal suit, action or proceeding arising out of or based
upon this Indenture or the transactions contemplated hereby (“Related Proceedings”) may be instituted in the federal courts of the United States of America located in The City of New York or the courts of the State of New York in
each case located in The City of New York (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any
such court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s (other than
the Trustee) address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action
or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court has been brought in an inconvenient forum. 

 

	Section 12.10	No Adverse Interpretation of Other Agreements. 

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

 

	Section 12.11	Successors. 

 All agreements of the Company in this Indenture and the Notes shall bind
its successors. All agreements of the Trustee in this Indenture shall bind its successors. All agreements of each Guarantor in this Indenture shall bind its successors. 
  

	Section 12.12	Severability. 

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

  
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	Section 12.13	Counterpart Originals. 

 The parties may sign any number of copies of this Indenture.
Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this
Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes. 

 

	Section 12.14	Acts of Holders. 

 (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by the Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agents duly appointed in writing;
and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such instrument or instruments (and
the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such
agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Company if made in the manner provided in this Section 12.14. 

(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to such witness, notary or officer the execution
thereof. Where such execution is by a signer acting in a capacity other than his or her individual capacity, such certificate or affidavit shall also constitute sufficient proof of authority. The fact and date of the execution of any such instrument
or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient. 

(c) Notwithstanding anything to the contrary contained in this Section 12.14, the principal amount and serial numbers of Notes held by
any Holder, and the date of holding the same, shall be proved by the register of the Notes maintained by the Registrar as provided in Section 2.04 hereof. 

(d) If the Company shall solicit from the Holders of the Notes any request, demand, authorization, direction, notice, consent, waiver or other
Act, the Company may, at its option, by or pursuant to a resolution of its Board of Directors, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or
other Act, but the Company shall have no obligation to do so. Notwithstanding TIA § 316(c), such record date shall be the record date specified in or pursuant to such resolution, which shall be a date not earlier than the date 30 days
prior to the first solicitation of Holders generally in connection therewith or the date of the most recent list of Holders forwarded to the Trustee prior to such solicitation pursuant to Section 2.06 hereof and


  
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not later than the date such solicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or
after such record date, but only the Holders of record at the close of business on such record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of the then outstanding Notes have
authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the then outstanding Notes shall be computed as of such record date; provided that no such
authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than 90 days after the record date. 

(e) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Note shall bind every future
Holder of the same Note and the Holder of every Note issued upon the registration or transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company in reliance
thereon, whether or not notation of such action is made upon such Note. 
 (f) Without limiting the foregoing, a Holder entitled hereunder
to take any action hereunder with regard to any particular Note may do so itself with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with
regard to all or any part of such principal amount. 
  

	Section 12.15	Benefit of Indenture. 

 Nothing, in this Indenture or in the Notes, express or implied,
shall give to any Person, other than the parties hereto, any Paying Agent, any Registrar and its successors hereunder, and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture. 

 

	Section 12.16	Table of Contents, Headings, Etc. 

 The Table of Contents,
Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way
modify or restrict any of the terms or provisions hereof. 
  

	Section 12.17	Waiver of Jury Trial. 

 EACH OF THE COMPANY AND THE GUARANTORS AND THE TRUSTEE HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY. 

 

	Section 12.18	Force Majeure. 

 In no event shall the Trustee be responsible or liable for any failure
or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces 

  
 102 








 
beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God,
and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry
to resume performance as soon as practicable under the circumstances. 
  

	Section 12.19	U.S.A. Patriot Act. 

 The parties hereto acknowledge that in accordance with
Section 326 of the U.S.A. Patriot Act, the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or
legal entity that establishes a relationship or opens an account with the Trustee. The parties to this Indenture agree that they will provide the Trustee with such information as it may request in order for the Trustee to satisfy the requirements of
the U.S.A. Patriot Act. 
 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

  
 103 








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

			
	THE GEO GROUP, INC.
		
	By:	 	 /s/ Brian R. Evans

		 	Name: Brian R. Evans
		 	 Title: Sr. VP & CFO

          The GEO Group, Inc.

	
	CORRECTIONAL PROPERTIES PRISON FINANCE LLC
		
	By:	 	 /s/ Brian R. Evans

		 	Name: Brian R. Evans
		 	Title: V.P. Finance
	
	CORRECTIONAL SERVICES CORPORATION, LLC
		
	By:	 	 /s/ Brian R. Evans

		 	Name: Brian R. Evans
		 	Title: VP, Finance, CFO
	
	CPT LIMITED PARTNER, LLC
		
	By:	 	 /s/ Brian R. Evans

		 	Name: Brian R. Evans
		 	Title: Vice President
	
	CPT OPERATING PARTNERSHIP L.P.
		
	By:	 	 /s/ Brian R. Evans

		 	Name: Brian R. Evans
		 	Title: V.P. Finance



  
 Indenture Signature
Page 








 
			
	GEO ACQUISITION II, INC.
		
	By:	 	 /s/ Brian R. Evans

		 	Name: Brian R. Evans
		 	Title: V.P. Finance
	
	GEO HOLDINGS I, INC.
		
	By:	 	 /s/ Brian R. Evans

		 	Name: Brian R. Evans
		 	Title: V.P. Finance
	
	PUBLIC PROPERTIES DEVELOPMENT & LEASING LLC
		
	By:	 	 /s/ Brian R. Evans

		 	Name: Brian R. Evans
		 	Title: V.P. Finance
	
	GEO RE HOLDINGS LLC
		
	By:	 	 /s/ Brian R. Evans

		 	Name: Brian R. Evans
		 	Title: SVP & Treasurer
	
	GEO TRANSPORT, INC.
		
	By:	 	 /s/ Brian R. Evans

		 	Name: Brian R. Evans
		 	Title: VP & Treasurer
	
	CORNELL COMPANIES, LLC
		
	By:	 	 /s/ Brian R. Evans

		 	Name: Brian R. Evans
		 	Title: VP, Finance, CFO



  
 Indenture Signature
Page 








 
			
	CORNELL CORRECTIONS MANAGEMENT, LLC
		
	By:	 	 /s/ Brian R. Evans

		 	Name: Brian R. Evans
		 	Title: VP, Finance, CFO
	
	CORNELL CORRECTIONS OF ALASKA, INC.
		
	By:	 	 /s/ Brian R. Evans

		 	Name: Brian R. Evans
		 	Title: VP & CFO
	
	CORNELL CORRECTIONS OF CALIFORNIA, INC.
		
	By:	 	 /s/ Brian R. Evans

		 	Name: Brian R. Evans
		 	Title: VP & CFO
	
	CORNELL CORRECTIONS OF TEXAS, INC.
		
	By:	 	 /s/ Brian R. Evans

		 	Name: Brian R. Evans
		 	Title: VP & CFO
	
	CORNELL CORRECTIONS OF RHODE ISLAND, INC.
		
	By:	 	 /s/ Brian R. Evans

		 	Name: Brian R. Evans
		 	Title: VP & CFO
	
	CORNELL INTERVENTIONS, INC.
		
	By:	 	 /s/ Brian R. Evans

		 	Name: Brian R. Evans
		 	Title: VP & CFO



  
 Indenture Signature
Page 








 
			
	CORRECTIONAL SYSTEMS, LLC
		
	By:	 	 /s/ Brian R. Evans

		 	Name: Brian R. Evans
		 	Title: VP, Finance, CFO
	
	CORNELL ABRAXAS GROUP, INC.
		
	By:	 	 /s/ Brian R. Evans

		 	Name: Brian R. Evans
		 	Title: VP & CFO
	
	WBP LEASING, LLC
		
	By:	 	 /s/ Brian R. Evans

		 	Name: Brian R. Evans
		 	Title: VP, Finance, CFO
	
	BII HOLDING CORPORATION
		
	By:	 	 /s/ Brian R. Evans

		 	Name: Brian R. Evans
		 	Title: V.P. Finance
	
	BII HOLDING I CORPORATION
		
	By:	 	 /s/ Brian R. Evans

		 	Name: Brian R. Evans
		 	Title: V.P. Finance
	
	BEHAVIORAL HOLDING CORP.
		
	By:	 	 /s/ Brian R. Evans

		 	Name: Brian R. Evans
		 	Title: V.P. Finance



  
 Indenture Signature
Page 








 
			
	BEHAVIORAL ACQUISITION CORP.
		
	By:	 	 /s/ Brian R. Evans

		 	Name: Brian R. Evans
		 	Title: V.P. Finance
	
	B.I. INCORPORATED
		
	By:	 	 /s/ Brian R. Evans

		 	Name: Brian R. Evans
		 	Title: V.P. Finance
	
	MCF GP, LLC
		
	By:	 	 /s/ Brian R. Evans

		 	Name: Brian R. Evans
		 	Title: VP & CFO
	
	GEO MCF LP, LLC
		
	By:	 	 /s/ Brian R. Evans

		 	Name: Brian R. Evans
		 	Title: VP, Finance, CFO
	
	MUNICIPAL CORRECTIONS FINANCE, L.P.
		
	By:	 	 /s/ Brian R. Evans

		 	Name: Brian R. Evans
		 	Title: V.P. Finance
	
	GEO OPERATIONS, LLC
		
	By:	 	 /s/ Brian R. Evans

		 	Name: Brian R. Evans
		 	Title: VP, Finance, CFO



  
 Indenture Signature
Page 








 
			
	GEO CORRECTIONS HOLDINGS, INC.
		
	By:	 	 /s/ Brian R. Evans

		 	Name: Brian R. Evans
		 	Title: VP & CFO
	
	GEO CORRECTIONS AND DETENTION, LLC
		
	By:	 	 /s/ Brian R. Evans

		 	Name: Brian R. Evans
		 	Title: VP, Finance, CFO
	
	GEO RE-ENTRY SERVICES, LLC
		
	By:	 	 /s/ Brian R. Evans

		 	Name: Brian R. Evans
		 	Title: VP, Finance, CFO
	
	CORNELL ABRAXAS GROUP OS, LLC
		
	By:	 	 /s/ Brian R. Evans

		 	Name: Brian R. Evans
		 	Title: VP, Finance, CFO
	
	CORNELL COMPANIES OF CALIFORNIA OS, LLC
		
	By:	 	 /s/ Brian R. Evans

		 	Name: Brian R. Evans
		 	Title: VP & CFO
	
	CORNELL COMPANIES OF TEXAS OS, LLC
		
	By:	 	 /s/ Brian R. Evans

		 	Name: Brian R. Evans
		 	Title: VP, Finance, CFO



  
 Indenture Signature
Page 








 
			
	CORNELL INTERVENTIONS OS, LLC
		
	By:	 	 /s/ Brian R. Evans

		 	Name: Brian R. Evans
		 	Title: VP, Finance, CFO
	
	CCG I, LLC
		
	By:	 	 /s/ Brian R. Evans

		 	Name: Brian R. Evans
		 	Title: VP, Finance, CFO



  
 Indenture Signature
Page 








 
			
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
		
	By:	 	 /s/ Stefan Victory

		
		 	Name: Stefan Victory
		 	Title: Vice President



  
 Indenture Signature
Page 








 EXHIBIT A 

[Face of Note] 
 THIS GLOBAL NOTE
IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY
MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE
DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. 

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. 
 THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY
WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY
RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1)(a) INSIDE THE UNITED STATES TO A PERSON WHO THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A
UNDER THE SECURITIES ACT, (b) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (c) PURSUANT TO AN EXEMPTION


  
 A-1 








 
FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF APPLICABLE) OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY IF THE COMPANY SO REQUESTS), (2) TO THE COMPANY OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN CLAUSE
(A) ABOVE. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALE OF THE SECURITY EVIDENCED HEREBY. 

  
 A-2 








 CUSIP [            ] 

 

			
	No.    	  	**$            **

 THE GEO GROUP, INC. 

5 7/8% Senior Notes due 2022 
 Issue Date:
October 3, 2013 
 The GEO Group, Inc., a Florida corporation (the “Company”, which term includes any successor under
the Indenture hereinafter referred to), for value received, promises to pay to CEDE & CO., or its registered assigns, the principal sum of [Amount of Note] on January 15, 2022. 

Interest Payment Dates: January 15 and July 15, commencing January 15, 2014. 

Record Dates: January 1 and July 1. 

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place. 

  
 A-3 








 IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by one
of its duly authorized officers. 
  

			
	THE GEO GROUP, INC.
		
	By:	 	  

	Name:	 	
	Title:	 	


 (Trustee’s Certificate of Authentication) 

This is one of the 5 7/8% Senior Notes due 2022 described in the within-mentioned Indenture. 

Dated: 
  

			
	Wells Fargo Bank, National Association, as Trustee
		
	By:	 	  

		 	Authorized Signatory


  
 A-4 








 [Reverse Side of Note] 

THE GEO GROUP, INC. 
 5 7/8%
Senior Notes due 2022 
 Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless
otherwise indicated. 
 1. Interest. The Company promises to pay interest on the principal amount of this Note at 5 7/8% per
annum from the date hereof until maturity and shall pay the Liquidated Damages, if any, payable pursuant to Section 5 of the Registration Rights Agreement referred to below. The Company shall pay interest and Liquidated Damages, if any, semi-annually in arrears on January 15 and July 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each an “Interest Payment Date”). Interest
on the Notes shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of original issuance; provided that if there is no existing Default in the payment of interest, and if this
Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided further that the first Interest Payment
Date shall be January 15, 2014. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is
1% per annum in excess of the rate then in effect; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Liquidated Damages (without regard to any applicable
grace periods) from time to time on demand at the same rate to the extent lawful. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. 

2. Method of Payment. The Company shall pay interest on the Notes (except defaulted interest) and Liquidated Damages, if any, to the
Persons who are registered Holders of Notes at the close of business on the record date immediately preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as
provided in Section 2.13 of the Indenture with respect to defaulted interest. The Notes shall be payable as to principal, premium and Liquidated Damages, if any, and interest at the office or agency of the Paying Agent and Registrar maintained
for such purpose in The City and State of New York, or, at the option of the Company, payment of interest and Liquidated Damages, if any, may be made by check mailed to the Holders at their addresses set forth in the register of Holders, and
provided that payment by wire transfer of immediately available funds shall be required with respect to principal of and interest, premium and Liquidated Damages, if any, on, all Global Notes and all other Notes the Holders of which shall
have provided wire transfer instructions to the Company or the Paying Agent. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. 

3. Paying Agent and Registrar. Initially, Wells Fargo Bank, National Association, the Trustee under the Indenture, shall act as Paying
Agent and Registrar. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity. 

  
 A-5 








 4. Indenture. The Company issued the Notes under an Indenture dated as of October 3,
2013 (“Indenture”) among the Company, the Initial Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as
amended. The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions
of the Indenture shall govern and be controlling. The Indenture pursuant to which this Note is issued provides that an unlimited aggregate principal amount of Additional Notes may be issued thereunder. 

5. Optional Redemption. (a) At any time on or prior to January 15, 2016, the Company may on any one or more occasions redeem
up to 35% of the aggregate principal amount of outstanding Notes issued under the Indenture (including any Additional Notes) at a redemption price of 105.875% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages,
if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that (A) at least 65% of the aggregate principal amount of the Notes issued under the Indenture (including any Additional Notes) remains
outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and (B) the redemption must occur within 90 days of the date of the closing of such Equity Offering. 

(b) At any time prior to January 15, 2017, the Company may, at its option, redeem all or a part of the Notes upon not less than 30 nor
more than 60 days’ prior notice at a redemption price equal to the sum of (A) 100% of the principal amount thereof, plus (B) the Applicable Premium as of the date of redemption, plus (C) accrued and unpaid interest and
Liquidated Damages, if any, to the date of redemption. 
 (c) Except as set forth in clauses 5(a) and 5(b) above, the Company
shall not have the option to redeem the Notes prior to January 15, 2017. On or after January 15, 2017, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ notice, at the redemption
prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Liquidated Damages, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the
twelve-month period beginning on April 1 of the years indicated below: 
  

					
	 Year
	  	Percentage	 
		
	 2017
	  	 	104.406	% 
	 2018
	  	 	102.938	% 
	 2019
	  	 	101.469	% 
	 2020 and thereafter
	  	 	100.000	% 

 6. Repurchase at Option of Holder. (a) Upon the occurrence of a Change of Control, each Holder of
Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes pursuant to the offer described below (the “Change of Control
Offer”) at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and 

  
 A-6 








 
Liquidated Damages thereon, if any, to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will mail a notice to
each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date (the “Change of Control Payment Date”) specified in such notice, which date shall be no earlier than
30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the Indenture and described in such notice. 

(b) Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the Company or the applicable Restricted Subsidiary may
apply those Net Proceeds, at its option: (i) to repay permanently Indebtedness under the Credit Agreement (and with respect to Net Proceeds of a Restricted Subsidiary that is not a Guarantor, Indebtedness of such Restricted Subsidiary) and, if
the Indebtedness permanently repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto; (ii) to acquire, or enter into a definitive agreement to acquire, all or substantially all of the assets of, a
Permitted Business or a majority of the Voting Stock of a Person engaged in a Permitted Business, provided that such Person becomes a Restricted Subsidiary and provided further, however, in the case of a definitive agreement, that such
acquisition closes within 120 days of such 360 day period; (iii) to make a capital expenditure in or that is used or useful in a Permitted Business (provided that the completion of (a) construction of new facilities,
(b) expansions to existing facilities and (c) repair or construction of damaged or destroyed facilities, in each case, which commences within such 360 days may extend for an additional 360 day period if the Net Proceeds to be
used for such construction, expansion or repair are committed specifically for such activity within such 360 days); or (iv) to acquire other long-term assets that are used or useful in a Permitted Business. Pending the final application of
any Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by the Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as
provided in the preceding sentence of this paragraph 6(b) or that the Company determines will not be applied or invested as provided in the preceding sentence of this paragraph 6(b) shall constitute “Excess Proceeds.” When the
aggregate amount of Excess Proceeds exceeds $25.0 million, the Company shall make an offer (an “Asset Sale Offer”) to all Holders of Notes and, at the Company’s option, all holders of other Indebtedness that is pari passu with
the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets, to purchase on a pro rata basis the maximum principal amount of Notes and such other pari
passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount, plus accrued and unpaid interest and Liquidated Damages, if any, to the date of purchase, and
shall be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and
other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Notes and such other pari passu Indebtedness shall be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of
Excess Proceeds shall be reset at zero. 
 7. Selection and Notice of Redemption. If less than all of the Notes are to be redeemed or
purchased in an offer to purchase at any time, the Trustee shall select the Notes to be redeemed or purchased among the Holders of the Notes in compliance with the requirements 

  
 A-7 








 
of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis (based on amounts tendered), by lot or by such
method as the Trustee deems fair and appropriate in accordance with DTC procedures. In the event of partial redemption by lot, the particular Notes to be redeemed shall be selected, unless otherwise provided herein, not less than 30 nor more than
60 days prior to the redemption date by the Trustee from the outstanding Notes not previously called for redemption. Notices of redemption may not be conditional. If any Note is to be redeemed in part only, the notice of redemption that relates
to that Note will state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion of the original Note will be issued in the name of the Holder thereof upon cancellation of the
original Note. Notes called for redemption become due on the date fixed for redemption. Subject to Section 3.05 of the Indenture, on and after the redemption date, interest and Liquidated Damages, if any, cease to accrue on Notes or portions of
them called for redemption. 
 8. Denominations, Transfer, Exchange. The Notes are in registered form without coupons in
denominations of $2,000 and integral multiples of $1,000 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to
furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company is not required to transfer or exchange any Note selected for
redemption. Also, the Company is not required to transfer or exchange any Note for a period of 15 days before the mailing of a notice of redemption of Notes. 

9. Persons Deemed Owners. The registered Holder of a Note will be treated as its owner for all purposes. 

10. Amendment, Supplement and Waiver. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the
consent of the Holders of at least a majority in principal amount of the then outstanding Notes and Additional Notes, if any, voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender
offer or exchange offer for, the Notes), and any existing Default or Event of Default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then
outstanding Notes and Additional Notes, if any, voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). Without the consent of any Holder of a
Note, the Indenture or the Notes may be amended or supplemented to cure any ambiguity, defect or inconsistency, to provide for uncertificated Notes in addition to or in place of certificated Notes; to provide for the assumption of the Company’s
or any Guarantor’s obligations to Holders of Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s or such Guarantor’s assets; to make any change that would provide any additional rights
or benefits to the Holders of Notes or that does not adversely affect the legal rights under the Indenture of any such Holder; to comply with requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA; to
conform the text of the Indenture, the Note Guarantees or the Notes to any provision of the “Description of Notes” in the Offering Memorandum to the extent that such provision in the “Description of Notes” was intended to be a
verbatim recitation of a provision of the 

  
 A-8 








 
Indenture, the Note Guarantees or the Notes as evidenced in an Officers’ Certificate; to provide for the issuance of Additional Notes in accordance with the limitations provided herein and
in the Indenture; or to allow a Guarantor to execute a supplemental indenture for the purpose of providing a Note Guarantee in accordance with the provisions of the Indenture. 

11. Defaults and Remedies. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to
the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately
without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately by
notice in writing to the Company specifying the Event of Default. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the
then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the
payment of principal or interest or Liquidated Damages) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of
the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or Liquidated Damages, if any, on, or the principal
of, the Notes. 
 12. Trustee Dealings with Company. The Trustee, in its individual or any other capacity, may make loans to, accept
deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee. 

13. No Recourse Against Others. No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such,
shall have any liability for any obligations of the Company or of the Guarantors under the Notes, the Indenture or the Note Guarantees, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of
Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. 

14. Authentication. This Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

 15. Additional Rights of Holders of Restricted Global Notes and Restricted Definitive Notes. In addition to the rights provided to
Holders under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes shall have all the rights set forth in the Registration Rights Agreement dated as of October 3, 2013, between the Company and the parties named on
the signature pages thereof or, in the case of Additional Notes, Holders of Restricted Global Notes and Restricted Definitive Notes shall have the rights set forth in one or more registration rights agreement, if any, between the Company, the
Guarantors, if any, and the other parties thereto, relating to rights given by the Company and the Guarantors to the purchasers of Additional Notes (the “Registration Rights Agreement”). 

  
 A-9 








 16. CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such
numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. 

The Company shall furnish to any Holder upon written request and without charge a copy of the Indenture and/or the Registration Rights
Agreement. Requests may be made to: 
 The GEO Group, Inc. 

One Park Place 

621 NW 53rd Street, Suite 700 

Boca Raton, Florida 33487 

Facsimile: (561) 999-7657 

Attention: Brian Evans 

With a copy to: 

Akerman Senterfitt 

One Southeast Third Avenue 

25th Floor 

Miami, Florida 33131 

Facsimile: (305) 374-5095 

Attention: Jose Gordo 

  
 A-10 








 ASSIGNMENT FORM 

To assign this Note, fill in the form below: 
  

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

		 	(Insert assignee’s legal name)

  
  

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

	
	  

	
	  

	
	  

	
	  

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

  

			
	and irrevocably appoint	 	  


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

 

			
	Date:	 	  


  

					
		  	Your Signature:	 	  

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

  

			
	Signature Guarantee*:	 	  


  

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


  
 A-11 








 OPTION OF HOLDER TO ELECT PURCHASE 

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

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

$                     

 

			
	Date:	 	  


  

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

  

			
	Signature Guarantee*:	 	  


  

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


  
 A-12 








 SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE 

The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part
of another Global Note or Definitive Note for an interest in this Global Note, have been made: 
  

									
	 Date of Exchange
	  	Amount of Decrease in
Principal Amount at
Maturity
of this Global Note	  	Amount of Increase in
Principal Amount at
Maturity
of this Global Note	  	Principal Amount at
Maturity
of this Global Note
Following such
decrease (or increase)	  	Signature of
Authorized Signatory
of Trustee or
Note Custodian
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	


  
 A-13 








 EXHIBIT B 

FORM OF CERTIFICATE OF TRANSFER 
 The GEO Group,
Inc. 
 One Park Place 
 621 NW 53rd Street 

Suite 700 
 Boca Raton, Florida 33487 

Attention: Brian Evans 
 Wells Fargo Bank - DAPS Reorg. 

MAC N9303-121 
 608 2nd Avenue South 

Minneapolis, MN 55479 
 Telephone No.: (877) 872-4605 

Fax No.: (866) 969-1290 
 Email: DAPSReorg@wellsfargo.com

 Re: 5 7/8% Senior Notes due 2022 

Reference is hereby made to the Indenture, dated as of October 3, 2013 (the “Indenture”), among The GEO Group, Inc., a
Florida corporation (the “Company”), the Initial Guarantors (as defined in the Indenture) and Wells Fargo Bank, National Association, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in
the Indenture. 
                     
(the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount at maturity of $            
in such Note[s] or interests (the “Transfer”), to                      (the “Transferee”), as further specified in
Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that: 
 [CHECK ALL THAT APPLY] 

 ̈    1.    Check if Transferee will take delivery
of a beneficial interest in the 144A Global Note or a Definitive Note Pursuant to Rule 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the
“Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believed and believes is purchasing the
beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer”
within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed
Transfer in accordance with the terms of the 

  
 B-1 








 
Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the 144A Global Note and/or
the Definitive Note and in the Indenture and the Securities Act. 

 ̈    2.    Check if Transferee will take delivery
of a beneficial interest in the Regulation S Global Note or a Definitive Note pursuant to Regulation S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and,
accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor
and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither
such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or
Rule 904(b) of Regulation S under the Securities Act, (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the
expiration of the restricted period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Private Placement Legend printed on the Regulation S Global Note and/or the Definitive Note and in the Indenture and
the Securities Act. 
  ̈    3.    Check and
complete if Transferee will take delivery of a beneficial interest in a Definitive Note pursuant to any provision of the Securities Act other than Rule 144A or Regulation S. The Transfer is being effected in compliance with the
transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United
States, and accordingly the Transferor hereby further certifies that (check one): 

 ̈    (a)    such Transfer is being effected pursuant
to and in accordance with Rule 144 under the Securities Act; 
 or 

 ̈     (b)    such Transfer is being effected to the
Company; 
 or 
  ̈    (c)    such Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus delivery
requirements of the Securities Act; 
 or 

  
 B-2 









 ̈    (d)    such Transfer is being effected to an
Institutional Accredited Investor and pursuant to an exemption from the registration requirements of the Securities Act other than Rule 144A, Rule 144 or Rule 904, and the Transferor hereby further certifies that it has not engaged in
any general solicitation within the meaning of Regulation D under the Securities Act and the Transfer complies with the transfer restrictions applicable to beneficial interests in a Restricted Global Note or Restricted Definitive Notes and the
requirements of the exemption claimed, which certification is supported by (1) a certificate executed by the Transferee in the form of Exhibit D to the Indenture and (2) an Opinion of Counsel provided by the Transferor or the Transferee (a
copy of which the Transferor has attached to this certification), to the effect that such Transfer is in compliance with the Securities Act. Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Definitive Notes and in the Indenture and the Securities Act. 

4.    Check if Transferee will take delivery of a beneficial interest in an Unrestricted Global Note or of an
Unrestricted Definitive Note. 

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

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

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

  
 B-3 








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

			
	  
 [Insert
Name of Transferor]

		
	By:	 	  

		 	Name:
		 	Title:


  

			
	Dated:	 	  



  
 B-4 








 ANNEX A TO CERTIFICATE OF TRANSFER 

 

	1.	The Transferor owns and proposes to transfer the following: 

  

					
	[CHECK ONE OF (A) OR (B)]
			
	 ̈	  	(A)	  	A BENEFICIAL INTEREST IN THE:
			
		  	(i)	  	144A Global Note (CUSIP             ); or
			
		  	(ii)	  	Regulation S Global Note (CUSIP             ); or
			
	 ̈	  	(B)	  	A RESTRICTED DEFINITIVE NOTE.

  

	2.	After the Transfer the Transferee will hold: 

  

					
	[CHECK ONE]
			
	 ̈	  	(A)	  	A BENEFICIAL INTEREST IN THE:
			
		  	(i)	  	144A Global Note (CUSIP             ); or
			
		  	(ii)	  	Regulation S Global Note (CUSIP             ); or
			
		  	(iii)	  	Unrestricted Global Note (CUSIP             ); or
			
	 ̈	  	(B)	  	A RESTRICTED DEFINITIVE NOTE; OR
			
	 ̈	  	(C)	  	AN UNRESTRICTED DEFINITIVE NOTE,

 in accordance with the terms of the Indenture. 

  
 B-5 








 EXHIBIT C 

FORM OF CERTIFICATE OF EXCHANGE 
 The GEO Group,
Inc. 
 One Park Place 
 621 NW 53rd Street 

Suite 700 
 Boca Raton, Florida 33487 

Attention: Brian Evans 
 Wells Fargo Bank - DAPS Reorg. 

MAC N9303-121 
 608 2nd Avenue South 

Minneapolis, MN 55479 
 Telephone No.: (877) 872-4605 

Fax No.: (866) 969-1290 
 Email: DAPSReorg@wellsfargo.com

 Re: 5 7/8% Senior Notes due 2022 

Reference is hereby made to the Indenture, dated as of October 3, 2013 (the “Indenture”), among The GEO Group,
Inc., a Florida corporation (the “Company”), the Initial Guarantors (as defined in the Indenture) and Wells Fargo Bank, National Association, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to
them in the Indenture. 

                     (the
“Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount at maturity of $             in such Note[s] or
interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 
 1. Exchange of
Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note 

 ̈    (a)    Check if Exchange is from beneficial
interest in a Restricted Global Note to beneficial interest in an Unrestricted Global Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global
Note in an equal principal amount at maturity, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer
restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and
the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws
of any state of the United States. 

 ̈    (b)    Check if Exchange is from beneficial
interest in a Restricted Global Note to Unrestricted Definitive Note. In connection with the Exchange of the Owner’s beneficial 

  
 C-1 








 
interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without
transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained
in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of
the United States. 
  ̈ (c) Check if Exchange is from Restricted Definitive Note to
beneficial interest in an Unrestricted Global Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial
interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the
Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in
compliance with any applicable blue sky securities laws of any state of the United States. 

 ̈ (d) Check if Exchange is from Restricted Definitive Note to Unrestricted Definitive
Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account
without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky
securities laws of any state of the United States. 
 2. Exchange of Restricted Definitive Notes or Beneficial Interests in Restricted
Global Notes for Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes 

 ̈ (a) Check if Exchange is from beneficial interest in a Restricted Global Note to
Restricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount at maturity, the Owner hereby certifies that the
Restricted Definitive Note is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to be
subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act. 

 ̈ (b) Check if Exchange is from Restricted Definitive Note to beneficial interest in a
Restricted Global Note. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE]  ̈ 144A Global Note /  ̈ Regulation S Global Note with an equal principal amount at maturity, the Owner hereby 

  
 C-2 








 
certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer
restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed
Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and
the Securities Act. 
 This certificate and the statements contained herein are made for your benefit and the benefit of the Company. 

 

									
		 		 		 	  

		 		 		 	[Insert Name of Transferor]
					
		 		 		 	By:	 	  

		 		 		 		 	Name:
		 		 		 		 	Title:
					
	Dated:	 	  
	 		 		 	


  
 C-3 








 EXHIBIT D 

FORM OF CERTIFICATE FROM 

ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR 
 The
GEO Group, Inc. 
 One Park Place 
 621 NW 53rd Street 
 Suite 700 

Boca Raton, Florida 33487 
 Attention: Brian Evans 

Wells Fargo Bank - DAPS Reorg. 
 MAC N9303-121 

608 2nd Avenue South 
 Minneapolis, MN 55479 

Telephone No.: (877) 872-4605 
 Fax No.: (866) 969-1290

 Email: DAPSReorg@wellsfargo.com 
  

	 	Re:	5 7/8% Senior Notes due 2022 

 Reference is hereby made to the Indenture, dated as of
October 3, 2013 (the “Indenture”), among The GEO Group, Inc., a Florida corporation (the “Company”), the Initial Guarantors (as defined in the Indenture) and Wells Fargo Bank, National Association, as Trustee.
Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. 
 In connection with our proposed
purchase of $        aggregate principal amount at maturity of: 
 (a) beneficial interest in a
Global Note, or 
 (b) a Definitive Note, 

we confirm that: 
 1. We
understand that any subsequent transfer of the Notes or any interest therein is subject to certain restrictions and conditions set forth in the Indenture and the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer the
Notes or any interest therein except in compliance with, such restrictions and conditions and the United States Securities Act of 1933, as amended (the “Securities Act”). 

2. We understand that the offer and sale of the Notes have not been registered under the Securities Act, and that the Notes and any interest
therein may not be offered or sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, that if we should sell the Notes or any interest therein, we
will do so only (A) to the Company, (B) in accordance with 

  
 D-1 








 
Rule 144A under the Securities Act to a “qualified institutional buyer” (as defined therein), (C) to an institutional “accredited investor” (as defined below) that,
prior to such transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you and to the Company a signed letter substantially in the form of this letter and an Opinion of Counsel in form
reasonably acceptable to the Company to the effect that such transfer is in compliance with the Securities Act, (D) outside the United States to a foreign person in a transaction meeting the requirements of Rule 903 or Rule 904 of
Regulation S under the Securities Act, (E) pursuant to the provisions of Rule 144 under the Securities Act or (F) pursuant to an effective registration statement under the Securities Act, and we further agree to provide to any
person purchasing the Definitive Note or beneficial interest in a Global Note from us in a transaction meeting the requirements of clauses (A) through (E) of this paragraph a notice advising such purchaser that resales thereof are
restricted as stated herein. 
 3. We understand that, on any proposed resale of the Notes or beneficial interest therein, we will be
required to furnish to you and the Company such certifications, legal opinions and other information as you and the Company may reasonably require to confirm that the proposed sale complies with the foregoing restrictions. We further understand that
the Notes purchased by us will bear a legend to the foregoing effect. 
 4. We are an institutional “accredited investor” (as
defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the
Notes, and we and any accounts for which we are acting are each able to bear the economic risk of our or its investment. 
 5. We are
acquiring the Notes or beneficial interest therein purchased by us for our own account or for one or more accounts (each of which is an institutional “accredited investor”) as to each of which we exercise sole investment discretion. 

You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. 
  

									
		 		 		 	  

		 		 		 	[Insert Name of Accredited Investor]
					
		 		 		 	By:	 	  

		 		 		 		 	Name:
		 		 		 		 	Title:
					
	Dated:	 	  
	 		 		 	


  
 D-2