EX-4.1



 EXHIBIT 4.1 

EXECUTION VERSION 
 CREDIT
ACCEPTANCE CORPORATION, 
 as Issuer, 

the GUARANTORS named herein, 
 as
Guarantors, 
 and 
 U.S. Bank
National Association, 
 as Trustee 
  

 
 INDENTURE 

Dated as of March 30, 2015 
  

 
 7.375% Senior
Notes due 2023 







 TABLE OF CONTENTS 
  

							
	ARTICLE I	  
	
	Definitions and Incorporation by Reference	  
			
	SECTION 1.01.		 Definitions
		 	1	  
	SECTION 1.02.		 Other Definitions
		 	30	  
	SECTION 1.03.		 Incorporation by Reference of Trust Indenture Act
		 	31	  
	SECTION 1.04.		 Rules of Construction
		 	32	  
	
	ARTICLE II	  
	
	The Notes	  
			
	SECTION 2.01.		 Form and Dating
		 	33	  
	SECTION 2.02.		 Execution and Authentication
		 	33	  
	SECTION 2.03.		 Registrar and Paying Agent
		 	33	  
	SECTION 2.04.		 Paying Agent To Hold Money in Trust
		 	34	  
	SECTION 2.05.		 Holder Lists
		 	34	  
	SECTION 2.06.		 Transfer and Exchange
		 	34	  
	SECTION 2.07.		 Replacement Notes
		 	35	  
	SECTION 2.08.		 Outstanding Notes
		 	35	  
	SECTION 2.09.		 Temporary Notes
		 	35	  
	SECTION 2.10.		 Cancellation
		 	36	  
	SECTION 2.11.		 Registered Holders
		 	36	  
	SECTION 2.12.		 CUSIP Numbers, ISINs, etc
		 	36	  
	SECTION 2.13.		 Issuance of Additional Notes
		 	36	  
	SECTION 2.14.		 Defaulted Interest
		 	37	  
	
	ARTICLE III	  
	
	Redemption	  
			
	SECTION 3.01.		 Notices to Trustee
		 	37	  
	SECTION 3.02.		 Selection of Notes to Be Redeemed
		 	37	  
	SECTION 3.03.		 Notice of Redemption
		 	37	  
	SECTION 3.04.		 Effect of Notice of Redemption
		 	38	  
	SECTION 3.05.		 Deposit of Redemption Price
		 	38	  
	SECTION 3.06.		 Notes Redeemed in Part
		 	38	  
	SECTION 3.07.		 Optional Redemption
		 	38	  


  
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	ARTICLE IV	  
	
	Covenants	  
			
	SECTION 4.01.		 Payment of Notes
		 	39	  
	SECTION 4.02.		 SEC Reports
		 	40	  
	SECTION 4.03.		 Limitation on Indebtedness
		 	41	  
	SECTION 4.04.		 Limitation on Restricted Payments
		 	45	  
	SECTION 4.05.		 Dividend and Other Payment Restrictions Affecting Subsidiaries
		 	50	  
	SECTION 4.06.		 Limitation on Asset Sales
		 	52	  
	SECTION 4.07.		 Limitation on Affiliate Transactions
		 	55	  
	SECTION 4.08.		 Limitation on Line of Business
		 	57	  
	SECTION 4.09.		 Change of Control
		 	57	  
	SECTION 4.10.		 Limitation on Liens
		 	58	  
	SECTION 4.11.		 Additional Guarantors
		 	59	  
	SECTION 4.12.		 Limitation on Investment Company Status
		 	59	  
	SECTION 4.13.		 Further Instruments and Acts
		 	59	  
	
	ARTICLE V	  
	
	Successor Company	  
			
	SECTION 5.01.		 When Company May Merge or Transfer Assets
		 	59	  
	
	ARTICLE VI	  
	
	Defaults and Remedies	  
			
	SECTION 6.01.		 Events of Default
		 	61	  
	SECTION 6.02.		 Acceleration
		 	63	  
	SECTION 6.03.		 Waiver of Past Defaults
		 	64	  
	SECTION 6.04.		 Other Remedies
		 	64	  
	SECTION 6.05.		 Compliance Certificate
		 	64	  
	SECTION 6.06.		 Control by Majority
		 	65	  
	SECTION 6.07.		 Limitation on Suits
		 	65	  
	SECTION 6.08.		 Rights of Holders to Receive Payment
		 	66	  
	SECTION 6.09.		 Collection Suit by Trustee
		 	66	  
	SECTION 6.10.		 Trustee May File Proofs of Claim
		 	66	  
	SECTION 6.11.		 Priorities
		 	66	  
	SECTION 6.12.		 Undertaking for Costs
		 	67	  
	SECTION 6.13.		 Waiver of Stay or Extension Laws
		 	67	  


  
 ii 









							
	
	ARTICLE VII	  
	
	Trustee	  
			
	SECTION 7.01.		 Duties of Trustee
		 	67	  
	SECTION 7.02.		 Rights of Trustee
		 	68	  
	SECTION 7.03.		 Individual Rights of Trustee
		 	69	  
	SECTION 7.04.		 Trustee’s Disclaimer
		 	69	  
	SECTION 7.05.		 Notice of Defaults
		 	70	  
	SECTION 7.06.		 Reports by Trustee to Holders
		 	70	  
	SECTION 7.07.		 Compensation and Indemnity
		 	70	  
	SECTION 7.08.		 Replacement of Trustee
		 	71	  
	SECTION 7.09.		 Successor Trustee by Merger
		 	72	  
	SECTION 7.10.		 Eligibility; Disqualification
		 	72	  
	SECTION 7.11.		 Preferential Collection of Claims Against Company
		 	72	  
	
	ARTICLE VIII	  
	
	Discharge of Indenture; Defeasance	  
			
	SECTION 8.01.		 Satisfaction and Discharge
		 	72	  
	SECTION 8.02.		 Legal Defeasance and Covenant Defeasance
		 	73	  
	SECTION 8.03.		 Conditions to Defeasance
		 	74	  
	SECTION 8.04.		 Application of Trust Money
		 	75	  
	SECTION 8.05.		 Repayment to Company
		 	75	  
	SECTION 8.06.		 Indemnity for Government Securities
		 	75	  
	SECTION 8.07.		 Reinstatement
		 	76	  
	
	ARTICLE IX	  
	
	Amendments	  
			
	SECTION 9.01.		 Without Consent of Holders
		 	76	  
	SECTION 9.02.		 With Consent of Holders
		 	77	  
	SECTION 9.03.		 Notice of Amendments
		 	78	  
	SECTION 9.04.		 Compliance with Trust Indenture Act
		 	78	  
	SECTION 9.05.		 Revocation and Effect of Consents and Waivers
		 	78	  
	SECTION 9.06.		 Notation on or Exchange of Notes
		 	79	  
	SECTION 9.07.		 Trustee To Sign Amendments
		 	79	  
	SECTION 9.08.		 Payment for Consent
		 	79	  
	
	ARTICLE X	  
	
	Guarantees	  
			
	SECTION 10.01.		 Guarantees
		 	79	  


  
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	SECTION 10.02.		 Limitation on Liability
		 	81	  
	SECTION 10.03.		 Successors and Assigns
		 	82	  
	SECTION 10.04.		 No Waiver
		 	82	  
	SECTION 10.05.		 Modification
		 	82	  
	SECTION 10.06.		 Release of Guarantor
		 	82	  
	SECTION 10.07.		 Contribution
		 	83	  
	SECTION 10.08.		 Non-Impairment
		 	83	  
	
	ARTICLE XI	  
	
	Miscellaneous	  
			
	SECTION 11.01.		 Trust Indenture Act Controls
		 	83	  
	SECTION 11.02.		 Notices
		 	83	  
	SECTION 11.03.		 Communication by Holders with Other Holders
		 	85	  
	SECTION 11.04.		 Certificate and Opinion as to Conditions Precedent
		 	85	  
	SECTION 11.05.		 Statements Required in Certificate or Opinion
		 	85	  
	SECTION 11.06.		 When Notes Disregarded
		 	85	  
	SECTION 11.07.		 Rules by Trustee, Paying Agent and Registrar
		 	86	  
	SECTION 11.08.		 Legal Holidays
		 	86	  
	SECTION 11.09.		 Governing Law
		 	86	  
	SECTION 11.10.		 No Recourse Against Others
		 	86	  
	SECTION 11.11.		 Successors
		 	86	  
	SECTION 11.12.		 Multiple Originals
		 	86	  
	SECTION 11.13.		 Table of Contents; Headings
		 	86	  
	SECTION 11.14.		 Severability
		 	86	  
	SECTION 11.15.		 No Adverse Interpretation of Other Agreements
		 	87	  

 Rule 144A/Regulation S Appendix 

Exhibit I—Form of Initial Note 
 Exhibit II—Form of
Exchange Note or Private Exchange Note 
 Exhibit III—Form of Transferee Letter of Representations 

  
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 INDENTURE dated as of March 30, 2015, among CREDIT ACCEPTANCE CORPORATION, a Michigan
corporation (together with its successors or assigns, the “Company”), the Guarantors (as defined below) listed on the signature pages hereto and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee. 

Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders: 

ARTICLE I  
 Definitions
and Incorporation by Reference 
 SECTION 1.01. Definitions. 

“Acquired Indebtedness” 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, including Indebtedness 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 Notes issued under this Indenture after the Issue Date and in compliance with Sections 2.13 and
4.03, it being understood that any Notes issued in exchange for or replacement of any Initial Note issued on the Issue Date shall not be an Additional Note, including any such Notes issued pursuant to a Registration Rights Agreement (as defined in
the Appendix). 
 “Affiliate” of any Person means (i) any other Person which directly, or indirectly through one or
more intermediaries, controls such Person or (ii) any other Person which directly, or indirectly through one or more intermediaries, is controlled by or is under common control with such Person. As used herein, the term “control”
means possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise. 

“Applicable Premium” means, with respect to any Note on any Redemption Date, the greater of: 

(i) 1.0% of the principal amount of such Note; and 

(ii) the excess, if any, of (1) the present value at such Redemption Date of (x) the redemption price of such
Note on March 15, 2018 (such redemption price as set forth in Section 3.07(b)), plus (y) all required remaining interest payments due on such Note through March 15, 2018 (but excluding accrued but unpaid interest to such
Redemption Date), computed using a discount rate equal to the Treasury Rate as of such Redemption Date plus 50 basis points; over (2) the principal amount of such Note. 







 “Asset Sale” means 

(i) the sale, lease, conveyance or other disposition of any assets or rights (including by way of a sale and leaseback) by
the Company or any Restricted Subsidiary to any Person other than the Company or any Restricted Subsidiary other than in the ordinary course of business (provided that the sale, lease, conveyance or other disposition of all or substantially
all of the assets of the Company and the Restricted Subsidiaries, taken as a whole, shall be governed by the provisions set forth in Sections 4.09 or 5.01 and not by Section 4.06); 

(ii) the issue or sale by the Company or any Restricted Subsidiaries to any Person (other than the Company or any
Restricted Subsidiaries) of Equity Interests of any of the Company’s Subsidiaries, and 
 (iii) the issue or sale
by the Company or any Restricted Subsidiaries to any Person (other than the Company or any Restricted Subsidiaries) of Equity Interests of any Guarantor; 

in the case of either clause (i) or (ii), whether in a single transaction or a series of related transactions that have a Fair Market Value in excess of
$10,000,000 or for net proceeds in excess of $10,000,000. 
 Notwithstanding the foregoing, the term “Asset Sale” shall not
include: 
 (i) a disposition that constitutes a Restricted Payment (or would constitute a Restricted Payment but for
the exclusions from the definition thereof) and that is not prohibited by Section 4.04; 
 (ii) (A)the transfer of
Dealer Loans, Installment Contracts or Purchased Contracts or trust certificates issued to evidence the residual interest in Dealer Loan Pools, Installment Contracts or Purchased Contracts, and the participation therein, and related rights and
assets in connection with any Permitted Securitization and (B) the disposition of Dealer Loans resulting from any purchases of the related Dealer’s right to payments relating to the Installment Contracts to which such Dealer Loans relate;

 (iii) the disposition of cash or Cash Equivalents; 

(iv) terminations of Hedging Obligations; 

(v) any financing transaction with respect to assets or rights of the Company or any Restricted Subsidiary, including any
sale and leaseback of assets or rights not prohibited by Sections 4.03 or 4.10; 

  
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 (vi) any surrender or waiver of contract rights or a settlement, release or
surrender of contract, tort or other claims of any kind; and 
 (vii) the grant of any Lien not prohibited by this
Indenture and any foreclosure or exercise in respect thereof. 
 “Attributable Debt” in respect of a Sale/Leaseback
Transaction means, as at the time of determination, the present value (discounted at the interest rate borne by the Notes, compounded annually) of the total obligations of the lessee for rental payments during the remaining term of the lease
included in such Sale/Leaseback Transaction (including any period for which such lease has been extended); provided, however, that if such Sale/Leaseback Transaction results in a Capital Lease Obligation, the amount of Indebtedness
represented thereby shall be determined in accordance with the definition of “Capital Lease Obligation.” 
 “Average
Life” means, as of the date of determination, with respect to any Indebtedness, the quotient obtained by dividing: 

(i) the sum of the products of the number of years from the date of determination to the date of each successive scheduled
principal payment of or redemption or similar payment with respect to such Indebtedness multiplied by the amount of such payment by 

(ii) the sum of all such payments. 

“Banking Product Obligations” means any obligations of the Company or any Restricted Subsidiary owed to any Person in respect
of treasury management services (including services in connection with operating, collections, payroll, trust or other depository or disbursement accounts, including automated clearinghouse, e-payable, electronic funds transfer, wire transfer,
controlled disbursement, overdraft, depositary, information reporting, lock-box and stop payment services), commercial credit card and merchant card services, stored valued card services, other cash management services, lock-box leases and other
banking products or services related to any of the foregoing. 
 “Board of Directors” means the Board of Directors of the
Company or any committee thereof duly authorized to act on behalf of such Board of Directors. 
 “Business Day” means each
day that is not a Saturday, Sunday or other day on which banking institutions in New York, New York are authorized or required by law to close. 

“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 such time be required to be capitalized on a balance sheet in accordance with GAAP. 
 “Capital
Stock” means (i) in the case of a corporation, corporate stock, (ii) in the case of an association or business entity, any and all shares, interests, 

  
 3 








 
participations, rights or other equivalents (however designated) of corporate stock, (iii) in the case of a partnership or limited liability company, partnership or membership interests
(whether general or limited) and (iv) 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: 

(i) obligations (1) issued or directly and unconditionally guaranteed as to interest and principal by the United
States government or (2) issued by any agency of the United States government the obligations of which are backed by the full faith and credit of the United States, in each case maturing within 12 months after acquisition thereof, or
certificates representing an ownership interest in any such obligations; 
 (ii) securities issued or fully guaranteed
by any state of the United States or any political subdivision of any such state or any public instrumentality thereof, in each case maturing within one year after acquisition thereof and having, at the time of acquisition, a rating of at least A-1 from S&P or at least P-1 from Moody’s; 

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

(iv) repurchase obligations for underlying securities of the type described in clauses (ii) and (iii) of this
definition entered into with any financial institution meeting the qualifications specified in such clause (iii); 

(v) commercial paper, maturing not more than one year after the date of acquisition, issued by a corporation (other than
an Affiliate of the Company) organized and in existence under the laws of the United States of America or any foreign country recognized by the United States of America with a rating at the time at which any investment therein is made of
“P-1” (or higher) according to Moody’s or “A-1” (or higher) according to S&P; and 

(vi) interests in any investment company or money market fund that invests substantially all of its assets in instruments
of the types described in clauses (i) through (v) of this definition. 

  
 4 








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

(i) the sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a
series of related transactions, of all or substantially all of the assets of the Company and the Restricted Subsidiaries taken as a whole to any “person” (as such term is used in Section 13(d)(3) of the Exchange Act); 

(ii) the adoption of a plan relating to the liquidation or dissolution of the Company; 

(iii) any “person” (as defined above), other than one or more Permitted Holders, is or becomes the
“beneficial owner” (as such term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that a person shall be deemed to have “beneficial ownership” of all securities that such person has the right to acquire,
whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition), directly or indirectly, of more than 50.0% of the Voting Stock of the Company (measured by voting power rather than number of shares);
or 
 (iv) the Company consolidates with, or merges with or into, any Person (other than a Permitted Holder), or any
Person (other than a Permitted Holder) 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 is converted into or exchanged for cash,
securities or other property, other than any such transaction where 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). 

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

“Consolidated Funded Debt” has the meaning ascribed thereto in the Credit Agreement. 

“Consolidated Interest Expense” means, for any period, the total interest expense of the Company and the Restricted
Subsidiaries computed on a consolidated basis under GAAP (other than non-cash interest expense attributable to convertible indebtedness under Accounting Practices Bulletin
14-1 or any successor provision), plus, to the extent not included in such total interest expense, and to the extent incurred by the Company or any Restricted Subsidiaries, without duplication: 

(i) interest expense attributable to Capital Lease Obligations, the interest portion of rent expense associated with
Attributable Debt in respect of the 

  
 5 








 
relevant lease giving rise thereto, determined as if such lease were a capitalized lease in accordance with GAAP, and the interest component of any deferred payment obligations; 

(ii) amortization of debt discount (including the amortization of original issue discount resulting from the issuance of
Indebtedness at less than par) and debt issuance cost; provided, however, that any amortization of bond premium shall be credited to reduce Consolidated Interest Expense unless, pursuant to GAAP, such amortization of bond premium has
otherwise reduced Consolidated Interest Expense; 
 (iii) capitalized interest; 

(iv) non-cash interest expense; provided, however, that any non-cash
interest expense or income attributable to the movement in the mark to mark valuation of Hedging Obligations or other derivative instruments pursuant to GAAP shall be excluded from the calculation of Consolidated Interest Expense; 

(v) commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance
financing; 
 (vi) net payments pursuant to Hedging Obligations; 

(vii) the product of (1) all dividends accrued in respect of all Disqualified Stock of the Company and all Preferred
Stock of any Restricted Subsidiary, in each case, held by Persons other than the Company or a Restricted Subsidiary (other than dividends payable solely in Capital Stock (other than Disqualified Stock) of the Company), times (2) a fraction of
the numerator of which is one and the denominator of which is one minus the effective combined tax rate of the issuer of such Preferred Stock (expressed as a decimal) for such period (as estimated by the chief financial officer of the Company in
good faith); 
 (viii) interest incurred in connection with Investments in discontinued operations; and 

(ix) interest accruing on any Indebtedness of any other Person to the extent such Indebtedness is Guaranteed by (or
secured by a Lien on the assets of) the Company or any Restricted Subsidiary. 
 “Consolidated Net Income” means, for any
period, net earnings (or loss) after income taxes of the Company and the Restricted Subsidiaries, determined on a consolidated basis for such Persons, in accordance with GAAP, but excluding: 

(i) net earnings (or loss) of any Restricted Subsidiary accrued prior to the date it became a Restricted Subsidiary; 

  
 6 








 (ii) any gain or loss (net of tax effects applicable thereto) resulting from
the sale, conversion or other disposition of any assets other than intangible assets (so classified in accordance with GAAP), inventories, accounts receivable and Investments in and securities of any other person other than in the ordinary course of
business; 
 (iii) any extraordinary or non-recurring gains or losses (including any gain on sale generated by a
Permitted Securitization, except to the extent the Company or a Guarantor has received a cash benefit therefrom in the applicable reporting period); and any interest income generated by a Permitted Securitization, except to the extent the Company or
a Guarantor has received a cash benefit therefrom in the applicable reporting period and except for interest earned on amounts on deposit in collection accounts, principal collection accounts and reserve accounts; 

(iv) any gain (net of tax effects attributable thereto) arising from any reappraisal or write-up of assets and any gain or
loss (net of tax effects attributable thereto) arising from the non-cash effect of equity compensation expense; 

(v) any portion of the net earnings of any Restricted Subsidiary other than a Guarantor that for any reason is unavailable
for payment of dividends to the Company or any other Restricted Subsidiary; provided, however, that for purpose of computing the Fixed Charge Coverage Ratio, net earnings of a Special Purpose Subsidiary shall not be excluded solely due
to restrictions on the payment of dividends contained in Nonrecourse Indebtedness or the constituent documents of such Special Purpose Subsidiary; 

(vi) any gain or loss (net of tax effects applicable thereto) during such period resulting from the receipt of any
proceeds of any insurance policy; 
 (vii) except as set forth herein, any earnings of any Person acquired by the Company or
any Restricted Subsidiary through the purchase, merger or consolidation or otherwise, or earnings of any Person substantially all of the assets of which have been acquired by the Company or any Restricted Subsidiary, for any period prior to the date
of acquisition; 
 (viii) net earnings of any Person (other than a Restricted Subsidiary) in which the Company or any
Restricted Subsidiary shall have an ownership interest unless such net earnings shall actually have been received by the Company or such Restricted Subsidiary in the form of cash distributions; and 

(ix) any restoration during such period to income of any contingency reserve (other than any contingency reserve for
taxes), except to the extent that provision for such reserve was made either (1) during such period out of income accrued during such period, or (2) in connection with the Company’s program of financing Installment Contracts
(x) to provide for warranty claims for which the Company may be responsible, or (y) to cover credit losses in connection with Dealer Loans Receivable or Purchased Contracts. 

  
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 “Consolidated Tangible Net Worth” has the meaning ascribed thereto in the Credit
Agreement. 
 “Consolidated Total Assets” means, as of any date of determination, the total assets reflected on the
consolidated balance sheet of the Company and the Restricted Subsidiaries as of the end of the most recently ended fiscal quarter of the Company for which an internal balance sheet is available, on a consolidated basis determined in accordance with
GAAP (and, in the case of any determination relating to any incurrence of Indebtedness, any Lien or any Investment, on a pro forma basis including any property or assets being acquired in connection therewith). 

“Credit Agreement” means the Sixth Amended and Restated Credit Agreement, dated as of June 23, 2014, among the Company,
the Lenders listed therein and Comerica Bank, as administrative agent and collateral agent. 
 “Credit Facility” means the
Credit Agreement and one or more additional credit agreements, including any related notes, guarantees, collateral documents, instruments and agreement executed in connection therewith, and, in each case, as amended, restated, replaced (whether upon
or after termination or otherwise), Refinanced, supplemented, modified or otherwise changed (in whole or in part, and without limitation as to amount, terms, conditions, covenants and other provisions) from time to time. 

“Dealer” means a Person engaged in the business of the retail sale of new or used motor vehicles, including both businesses
exclusively selling used motor vehicles and businesses principally selling new motor vehicles, but having a used vehicle department, including any such Person which constitutes an Affiliate of the Company. 

“Dealer Agreement” means a sales or servicing agreement between the Company or one or more Restricted Subsidiaries and a
participating Dealer which sets forth the terms and conditions under which the Company or one or more Restricted Subsidiaries (i) accepts, as nominee for such Dealer, the assignment of Installment Contracts for purposes of administration,
servicing and collection and under which the Company or one or more Restricted Subsidiaries may make loans or advances to such Dealer included in Dealer Loans Receivable or (ii) accepts Installment Contracts for purchase from such Dealer or
funds Installment Contracts originated by such Dealer in the name of the Company or any Restricted Subsidiaries, in each case as such agreement may be in effect from time to time. 

“Dealer Loan Pool” means a grouping on the books and records of the Company or any Restricted Subsidiaries of Dealer Loans
and bearing the same pool identification number assigned by the Company’s computer system, and to which Dealer Loans and the related Installment Contracts were assigned in the ordinary course of the


  
 8 








 
Company’s business in the order such Dealer Loans were made by the Company and such Installment Contracts were originated by such Dealer without the exercise of discretion by the Company.

 “Dealer Loans” means the advances of cash made by the Company or any of its Subsidiaries to a Dealer at the time an
Installment Contract is approved, accepted by and assigned to the Company or any of its Subsidiaries under a Dealer Agreement described in clause (i) of the definition of Dealer Agreement, against anticipated future collections on Installment
Contracts serviced for such Dealer, as outstanding from time to time. 
 “Dealer Loans Receivable” means the “Loans
receivable, net” that would appear in the consolidated financial statements of the Company and the Restricted Subsidiaries prepared in accordance with GAAP. 

“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.

 “Disqualified Stock” means, with respect to any Person, any Capital Stock which by its terms (or by the terms of any
security into which it is convertible or for which it is exchangeable at the option of the holder) or upon the happening of any event: 

(i) matures or is mandatorily redeemable (other than redeemable only for Capital Stock of such Person which is not itself
Disqualified Stock) pursuant to a sinking fund obligation or otherwise; 
 (ii) is convertible or exchangeable at the
option of the holder for Indebtedness or Disqualified Stock; or 
 (iii) is mandatorily redeemable or must be purchased
upon the occurrence of certain events or otherwise, in whole or in part; 
 in each case on or prior to 91 days after the Stated Maturity of the Notes;
provided, however, that any Capital Stock that would not constitute Disqualified Stock but for provisions thereof giving holders thereof the right to require such Person to purchase or redeem such Capital Stock upon the occurrence of
an “asset sale” or “change of control” occurring prior to 91 days after the Stated Maturity of the Notes shall not constitute Disqualified Stock if: 

(i) the “asset sale” or “change of control” provisions applicable to such Capital Stock are not more
favorable to the holders of such Capital Stock than the terms applicable to the Notes and set forth in Sections 4.06 and 4.09, respectively; and 

(ii) any such requirement only becomes operative after compliance with such terms applicable to the Notes, including the
purchase of any Notes tendered pursuant thereto. 

  
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 The amount of any Disqualified Stock that does not have a fixed redemption, repayment or
repurchase price shall be calculated in accordance with the terms of such Disqualified Stock as if such Disqualified Stock were redeemed, repaid or repurchased on any date on which the amount of such Disqualified Stock is to be determined pursuant
to this Indenture; provided, however, that if such Disqualified Stock could not be required to be redeemed, repaid or repurchased at the time of such determination, the redemption, repayment or repurchase price shall be the book value
of such Disqualified Stock as reflected in the most recent financial statements of such Person. 
 “EBITDA” for any period
means the sum of Consolidated Net Income, plus the following to the extent deducted in calculating such Consolidated Net Income: 

(i) all income tax expense of the Company and the Restricted Subsidiaries for such period; 

(ii) Consolidated Interest Expense for such period; and 

(iii) depreciation and amortization (including amortization or impairment write-offs of goodwill and other intangibles) of
the Company and the Restricted Subsidiaries for such period to the extent that such depreciation and amortization were deducted in computing such Consolidated Net Income, 

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

“Equity Interests” means 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). 
 “Exchange Act” means the U.S. Securities
Exchange Act of 1934, as amended. 
 “Fair Market Value” means, with respect to any asset or property, the price that could
be negotiated in an arm’s length, free market transaction, for cash, between a willing seller and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction. Fair Market Value of the property or
assets in question shall be determined in good faith by an appropriate financial officer of 

  
 10 








 
the Company unless such Fair Market Value (excluding the Fair Market Value of any portion of such asset or property consisting of cash or Cash Equivalents) is determined to be in excess of
$15,000,000, in which case it shall be determined in good faith by the Board of Directors, whose determination shall be conclusive and, in the case of any determination made by the Board of Directors, evidenced by a resolution of the Board of
Directors. 
 “Fixed Charge Coverage Ratio” as of any date of determination means the ratio of (x) the aggregate
amount of EBITDA for the period of the most recent four consecutive fiscal quarters for which financial statements of the Company are available to (y) Consolidated Interest Expense for such four fiscal quarters; provided, however,
that: 
 (i) if the Company or any Restricted Subsidiary has Incurred any Indebtedness since the beginning of such
period that remains outstanding or if the transaction giving rise to the need to calculate the Fixed Charge Coverage Ratio is an incurrence of Indebtedness, or both, EBITDA and Consolidated Interest Expense for such period shall be calculated after
giving effect on a pro forma basis to such Indebtedness as if such Indebtedness had been incurred on the first day of such period; provided, however, that the pro forma calculation of Consolidated Interest Expense shall
not give effect to any Indebtedness incurred on the date of determination pursuant to Section 4.03(b); 
 (ii) if the
Company or any Restricted Subsidiary has repaid, repurchased, defeased or otherwise discharged any Indebtedness since the beginning of such period or if any Indebtedness is to be repaid, repurchased, defeased or otherwise discharged (in each case
other than Indebtedness incurred under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) on the date of the transaction giving rise to the need to calculate the Fixed Charge Coverage Ratio,
EBITDA and Consolidated Interest Expense for such period shall be calculated on a pro forma basis as if such discharge had occurred on the first day of such period and as if the Company or such Restricted Subsidiary had not earned the
interest income actually earned during such period in respect of cash or Cash Equivalents used to repay, repurchase, defease or otherwise discharge such Indebtedness; provided, however, that the pro forma calculation of
Consolidated Interest Expense shall not give effect to the discharge on the date of determination of any Indebtedness to the extent such discharge results from proceeds of Indebtedness incurred pursuant to Section 4.03(b); 

(iii) if since the beginning of such period the Company or any Restricted Subsidiary shall have made any Asset Sale,
EBITDA for such period shall be reduced by an amount equal to EBITDA (if positive) directly attributable to the assets which are the subject of such Asset Sale for such period, or increased by an amount equal to EBITDA (if negative), directly
attributable thereto for such period and Consolidated Interest Expense for such period shall be reduced by an amount equal to the Consolidated Interest Expense directly attributable to any Indebtedness of the Company or any Restricted Subsidiary
repaid, repurchased, 

  
 11 








 
defeased or otherwise discharged with respect to the Company and its continuing Restricted Subsidiaries in connection with such Asset Sale for such period (or, if the Capital Stock of any
Restricted Subsidiary is sold, the Consolidated Interest Expense for such period directly attributable to the Indebtedness of such Restricted Subsidiary to the extent the Company and its continuing Restricted Subsidiaries are no longer liable for
such Indebtedness after such sale); 
 (iv) if since the beginning of such period the Company or any Restricted
Subsidiary (by merger or otherwise) shall have made an Investment in any Restricted Subsidiary (or any Person which becomes a Restricted Subsidiary) or an acquisition of assets, including any acquisition of assets occurring in connection with a
transaction requiring a calculation to be made hereunder, which constitutes all or substantially all of an operating unit of a business, EBITDA and Consolidated Interest Expense for such period shall be calculated after giving pro forma
effect thereto (including the incurrence of any Indebtedness) as if such Investment or acquisition had occurred on the first day of such period; and 

(v) if since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged with
or into the Company or any Restricted Subsidiary since the beginning of such period) shall have made any Asset Sale, any Investment or acquisition of assets that would have required an adjustment pursuant to clause (iii) or (iv) above if
made by the Company or a Restricted Subsidiary during such period, EBITDA and Consolidated Interest Expense for such period shall be calculated after giving pro forma effect thereto as if such Asset Sale, Investment or acquisition had
occurred on the first day of such period. 
 For purposes of this definition, whenever pro forma effect is to be given to an acquisition of
assets, the amount of income or earnings relating thereto and the amount of Consolidated Interest Expense associated with any Indebtedness incurred in connection therewith, the pro forma calculations shall be determined in good faith by a
responsible financial or accounting officer of the Company. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of
determination had been the applicable rate for the entire period (taking into account any interest rate hedging agreement applicable to such Indebtedness if such agreement has a remaining term in excess of 12 months). If any Indebtedness is incurred
under a revolving credit facility and is being given pro forma effect, the interest on such Indebtedness shall be calculated based on the average daily balance of such Indebtedness for the four fiscal quarters subject to the pro forma calculation to
the extent that such Indebtedness was incurred solely for working capital purposes. 
 “Founder Group” means
(i) Donald A. Foss and any current or former spouse of Donald A. Foss; (ii) a lawful lineal descendant of Donald A. Foss or the spouse of any such descendant; (iii) an estate, trust (including a revocable trust, declaration of trust
or a voting trust), guardianship or custodianship for the primary benefit of one or 

  
 12 








 
more individuals described in clause (i) or (ii) of this definition; (iv) any foundation established by one or more individuals described in clause (i) or (ii) of this
definition; and (v) a Person controlled directly or indirectly by one or more individuals or entities described in clause (i), (ii), (iii) or (iv) of this definition. 

“Funded Net Debt Ratio” means, as of any date of determination, on a consolidated basis, the ratio of (i) Consolidated
Funded Debt as of such date less Unrestricted Cash as of such date to (ii) Consolidated Tangible Net Worth as of the end of the most recent fiscal quarter for which financial statements of the Company are available. 

“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting
Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment
of the accounting profession, which are in effect on the Issue Date and consistently applied. 
 “Government Securities”
means securities that are direct obligations (or certificates representing an ownership interest in such obligations) of, or obligations guaranteed by, the United States of America (including any agency or instrumentality thereof) for the payment of
which the full faith and credit of the United States of America is pledged and which are not callable at the issuer’s option. 

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

“Guarantor” means 

(i) each of Buyers Vehicle Protection Plan, Inc., a Michigan corporation, and Vehicle Remarketing Services, Inc., a
Michigan corporation; and 
 (ii) any other Subsidiary that executes a Notes Guarantee in accordance with the provisions
of this Indenture, and their respective successors and assigns, 
 in each case until such Person is released from its Notes Guarantee in accordance with
this Indenture. 
 “Hedging Obligations” means, with respect to any Person, the obligations of such Person under
(i) interest rate swap agreements, interest rate cap agreements and interest rate collar agreements and (ii) other agreements or arrangements designed to protect such Person against fluctuations in interest or currency exchange rates. 

“Holder” means any registered holder, from time to time, of the Notes. 

  
 13 








 “Indebtedness” means, with respect to any Person on any date of determination
(without duplication): 
 (i) the principal in respect of (1) indebtedness of such Person for money borrowed and
(2) indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable, including, in each case, any premium on such indebtedness to the extent such premium has become
due and payable; 
 (ii) all Capital Lease Obligations of such Person and all Attributable Debt in respect of
Sale/Leaseback Transactions entered into by such Person; 
 (iii) all obligations of such Person issued or assumed as
the deferred purchase price of property, all conditional sale obligations of such Person and all obligations of such Person under any title retention agreement (but excluding any accounts payable or other liability to trade creditors arising in the
ordinary course of business); 
 (iv) all obligations of such Person for the reimbursement of any obligor on any letter
of credit, bankers’ acceptance or similar credit transaction (other than obligations with respect to letters of credit securing obligations (other than obligations set forth in clauses (i) through (iii) above) entered into in the
ordinary course of business of such Person to the extent such letters of credit are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than the tenth Business Day following payment on the letter of credit); 

(v) the amount of all obligations of such Person with respect to the redemption, repayment or other repurchase of any
Disqualified Stock of such Person or, with respect to any Preferred Stock of any Subsidiary of such Person, the principal amount of such Preferred Stock to be determined in accordance with this Indenture (but excluding, in each case, any accrued
dividends); 
 (vi) all Guarantees by such Person of obligations of the type referred to in clauses (i) through
(v) or dividends of other Persons; 
 (vii) all obligations of the type referred to in clauses (i) through
(vi) of other Persons secured by any Lien on any property or asset of such Person (whether or not such obligation is assumed by such Person), the amount of such obligation being deemed to be the lesser of the Fair Market Value of such property
or assets and the amount of the obligation so secured; and 
 (viii) to the extent not otherwise included in this
definition, Hedging Obligations of such Person. 
 Indebtedness of a Person includes Acquired Indebtedness of such Person. 

  
 14 








 Notwithstanding the foregoing, the term “Indebtedness” shall exclude (i) in
connection with the purchase by the Company or any Restricted Subsidiary of any business, post-closing payment adjustments to which the seller may become entitled to the extent such payment is determined by a final closing balance sheet or such
payment depends on the performance of such business after the closing; provided, however, that, at the time of closing, the amount of any such payment is not determinable and, to the extent such payment thereafter becomes fixed and
determined, the amount is paid within 30 days thereafter and (ii) obligations of the Company and the Restricted Subsidiaries under Standard Securitization Undertakings. 

The amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all obligations as set forth above;
provided, however, that in the case of Indebtedness sold at a discount, the amount of such Indebtedness at any time shall be the accreted value thereof at such time. 

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

“Independent Qualified Party” means an investment banking firm, accounting firm or appraisal firm of national standing;
provided, however, that such firm is not an Affiliate of the Company. 
 “Initial Purchasers” means Wells Fargo
Securities, LLC, BMO Capital Markets Corp., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Comerica Securities, Inc., Fifth Third Securities, Inc., J.P. Morgan Securities LLC and RBS Securities Inc. 

“Installment Contract” means a retail installment contract for the sale of new or used motor vehicles purchased outright from
Dealers by the Company or a Restricted Subsidiary or written by Dealers in the name of the Company or a Restricted Subsidiary (and funded by the Company or such Restricted Subsidiary) or assigned by Dealers to the Company or a Restricted Subsidiary,
as nominee for the Dealer, for administration, servicing, and collection, in each case pursuant to an applicable Dealer Agreement. 

“Investment” in any Person means any direct or indirect advance, loan (other than advances to customers in the ordinary
course of business that are recorded as accounts receivable on the balance sheet of the lender) or other extensions of credit (including by way of Guarantee or similar arrangement) or capital contribution to (by means of any transfer of cash or
other property to others or any payment for property or services for the account or use of others), or any purchase or acquisition of Capital Stock, Indebtedness or other similar instruments issued by such Person. If the Company or any Restricted
Subsidiary issues, sells or otherwise disposes of any Capital Stock of a Person that is a Restricted Subsidiary such that, after giving effect thereto, such Person is no longer a Restricted Subsidiary, any Investment by the Company or any Restricted
Subsidiary in such Person remaining after giving effect thereto shall be deemed to be a 

  
 15 








 
new Investment at such time. The acquisition by the Company or any Restricted Subsidiary of a Person that holds an Investment in a third Person shall be deemed to be an Investment by the Company
or such Restricted Subsidiary in such third Person at such time. Except as otherwise provided for herein, the amount of an Investment shall be its Fair Market Value at the time the Investment is made and without giving effect to subsequent changes
in value. 
 For purposes of the definition of “Unrestricted Subsidiary” and Section 4.04: 

(i) “Investment” shall include the portion (proportionate to the Company’s equity interest in such
Subsidiary) of the Fair Market Value of the net assets of any Subsidiary of the Company at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a
Restricted Subsidiary, the Company shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary equal to an amount (if positive) equal to (1) the Company’s “Investment” in such Subsidiary
at the time of such redesignation less (2) the portion (proportionate to the Company’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such redesignation; and 

(ii) any property transferred to or from an Unrestricted Subsidiary shall be valued at its Fair Market Value at the time
of such transfer. 
 “Issue Date” means March 30, 2015. 

“Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions are not required to be open in the State of
New York. 
 “Lenders” means the lenders and letter of credit issuing bank under the Credit Facility from time to time.

 “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 or any lease in the nature thereof); provided, however, that
in no event shall an operating lease be deemed to constitute a Lien. The term “Lien” does not include negative pledge clauses in agreements relating to the borrowing of money or the obligation of the Company or any Subsidiary (a) to
remit monies held by it in connection with dealer holdbacks, claims or refunds under insurance policies, or claims or refunds under service contracts or (b) to make deposits in trust or otherwise as required under reinsurance agreements or
pursuant to state regulatory requirements, unless the Company or such Subsidiary has encumbered its interest in such monies or deposits or in other property of the Company or such Subsidiary to secure such obligations. 

  
 16 








 “Moody’s” means Moody’s Investors Service, Inc., or any successor
thereto. 
 “Net Cash Proceeds” means (i) with respect to any issuance or sale of Capital Stock or Indebtedness, the
cash proceeds of such issuance or sale net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with
such issuance or sale and net of taxes paid or payable as a result thereof and (ii) with respect to an Asset Sale, the payments received in the form of cash or the value of Cash Equivalents therefrom (including any such payments received by way
of deferred payment of principal pursuant to a note or installment receivable or otherwise and proceeds from the sale or other disposition of any securities received as consideration, but only as and when received, but excluding any other
consideration received in the form of assumption by the acquiring Person of Indebtedness or other obligations relating to such properties or assets or received in any other non-cash form), in each case net of: 

(1) all legal, accounting and investment banking fees, title and recording tax expenses, commissions and other fees and
expenses incurred, and all federal, state, provincial, foreign and local taxes required to be accrued as a liability under GAAP, as a consequence of such Asset Sale; 

(2) all payments made on any Indebtedness which is secured by any assets subject to such Asset Sale, in accordance with
the terms of any Lien upon or other security agreement of any kind with respect to such assets, or which must by its terms, or in order to obtain a necessary consent to such Asset Sale, or by applicable law, be repaid out of the proceeds from such
Asset Sale; 
 (3) all distributions and other payments required to be made to minority interest holders in Restricted
Subsidiaries as a result of such Asset Sale; 
 (4) the deduction of appropriate amounts provided by the seller as a
reserve, in accordance with GAAP, against any liabilities associated with the property or other assets disposed in such Asset Sale and retained by the Company or any Restricted Subsidiary after such Asset Sale; and 

(5) any portion of the purchase price from an Asset Sale placed in escrow, whether as a reserve for adjustment of the
purchase price, for satisfaction of indemnities in respect of such Asset Sale or otherwise in connection with that Asset Disposition; provided, however, that upon the termination of that escrow, Net Cash Proceeds shall be increased by
any portion of funds in the escrow that are released to the Company or any Restricted Subsidiary. 
 “Nonrecourse
Indebtedness” means, with respect to any Special Purpose Subsidiary, Indebtedness of such Special Purpose Subsidiary as to which neither the Company nor any Restricted Subsidiary (other than such Special Purpose Subsidiary) is directly or
indirectly liable (by virtue of the Company or any such Restricted Subsidiary 

  
 17 








 
being the primary obligor on, guarantor of, or otherwise liable in any respect for, such Indebtedness except for a Lien on the Capital Stock of such Special Purpose Subsidiary to the creditors
thereof which is not recourse to any other assets of the Company or any other Restricted Subsidiary and except for Standard Securitization Undertakings). 

“Notes” means all the 7.375% Senior Notes due 2023 issued under this Indenture, treated as a single class. 

“Notes Guarantee” means the Guarantee on the terms set forth in this Indenture by a Guarantor of the Company’s
obligations under the Notes. 
 “Notes Obligations” means the Obligations of the Company and the Guarantors under this
Indenture and the Notes. 
 “Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements,
damages and other liabilities payable under the documentation governing any Indebtedness. 
 “Offering Memorandum” means
the offering memorandum dated March 25, 2015 pursuant to which the Initial Notes were offered to investors. 

“Officer” means the Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer, the President, any Vice
President, the Treasurer or the Secretary of the Company. 
 “Officers’ Certificate” of the Company means a
certificate signed on behalf of the Company by two Persons, one of which shall be any of the following: the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Legal Officer, the Chief Financial
Officer, the Chief Accounting Officer, the Treasurer or any Executive Vice President (or any such other officer that performs similar duties) of the Company, and the other one shall be any of the following: the Chairman of the Board, the Chief
Executive Officer, the President, the Chief Operating Officer, the Chief Legal Officer, the Chief Financial Officer, the Chief Accounting Officer, the Treasurer, the Assistant Treasurer, Controller, the Secretary, any Assistant Secretary or any
Executive Vice President (or any such other officer that performs similar duties) of the Company. 
 “Opinion of Counsel”
means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the Company or the Trustee. 

“Permitted Holder” means (i) any member of the Founder Group; and (ii) any Person acting in the capacity of an
underwriter (solely to the extent that and for so long as such Person is acting in such capacity) in connection with a public or private offering of Capital Stock of the Company. In addition, any “person” (as such term is used in
Section 13(d)(3) of the Exchange Act) whose status as a “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) constitutes or results in a 

  
 18 








 
Change of Control in respect of which a Change of Control Offer is made in accordance with the requirements of this Indenture, together with its Affiliates, shall thereafter constitute Permitted
Holders. 
 “Permitted Investments” means: 

(i) any Investment in the Company or in a Wholly-Owned Restricted Subsidiary of the Company; provided,
however, that if such Wholly-Owned Restricted Subsidiary is a Special Purpose Subsidiary, at the time of and after giving effect to such Investment no Default shall have occurred and be continuing; 

(ii) any Investment in cash, Cash Equivalents, the Notes or the Notes Guarantees; 

(iii) any Investment by the Company or any Subsidiary of the Company in a Person, if as a result of such Investment
(1) such Person becomes a Wholly-Owned Restricted Subsidiary of the Company and a Guarantor that is engaged in a Related Business or (2) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially
all of its assets to, or is liquidated into, the Company or a Wholly-Owned Restricted Subsidiary of the Company that is a Guarantor and that is engaged in a Related Business; 

(iv) 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 4.06; 
 (v) any acquisition of assets solely in exchange for the issuance of Equity
Interests (other than Disqualified Stock) of the Company; 
 (vi) any Investment consisting of purchases or other
acquisitions of Dealer Loans, Installment Contracts and leases securing or otherwise relating to Dealer Loans and related financial assets; 

(vii) any Investment existing on the Issue Date; 

(viii) loans and advances to officers, directors and employees for payroll,
business-related travel, moving expenses and similar purposes to, and Guarantees issued to support the obligations of officers, directors and employees, in each case in the ordinary course of business; 

(ix) Hedging Obligations otherwise permitted under this Indenture; 

(x) receivables owing to the Company or any Restricted Subsidiary if created or acquired in the ordinary course of
business; cash management investments or liquid or portfolio securities pledged as collateral in accordance with Section 4.10; and endorsements for collection or deposit in the ordinary course of business; 

  
 19 








 (xi) any Investment acquired by the Company or any Restricted
Subsidiary (A) in exchange for any other Investment held by the Company or any Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment,
(B) as a result of a foreclosure by the Company or any Restricted Subsidiary with respect to any secured Investment or other transfer of title with respect to any secured Investment in default or (C) in satisfaction of claims or judgments;

 (xii) any Investment made by any Restricted Subsidiary primarily engaged in reinsurance activities, including VSC Re
Company; provided, however, such Investments are made in the ordinary course of its reinsurance business;

(xiii) obligations (1) issued or directly and unconditionally guaranteed as to interest and principal by the United States
government or (2) issued by any agency of the United States government the obligations of which are backed by the full faith and credit of the United States, or certificates representing an ownership interest in any such obligations; 

(xiv) commercial paper issued by a corporation (other than an Affiliate of the Company) organized and in existence under the
laws of the United States of America or any foreign country recognized by the United States of America with a rating at the time at which any investment therein is made of “P-1” (or higher) according to Moody’s or “A-1” (or
higher) according to S&P; and 
 (xv) other Investments by the Company or any of its Subsidiaries in any Person (other
than an Affiliate of the Company that is not also a Subsidiary of the Company) that do not, in the aggregate, exceed the greater of (x) $35,000,000 and (y) 1.5% of Consolidated Total Assets at any one time outstanding (measured as of the
date made and without giving effect to subsequent changes in value). 
 “Permitted Liens” means: 

(i) Liens existing on the Issue Date; 

(ii) Liens on Dealer Loans, Installment Contracts or Purchased Contracts or trust certificates issued to evidence the
residual interest in Dealer Loan Pools, Installment Contracts or Purchased Contracts, and the participation therein, and related rights and assets and the proceeds thereof incurred in connection with Permitted Securitizations; 

(iii) Liens for taxes, assessments, charges or other governmental levies not yet due or as to which the period of grace,
if any, related thereto has not expired or which are being contested in good faith by appropriate proceedings; provided, however, that, in the case of contested taxes, adequate reserves with respect thereto are maintained on the books
of the applicable Person in conformity with GAAP; 

  
 20 








 (iv) statutory Liens such as carriers’, warehousemen’s,
mechanics’, materialmen’s, landlords’, repairmen’s or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 60 days or which are being contested in good faith by appropriate
proceedings; 
 (v) pledges or deposits in connection with workers’ compensation, unemployment insurance and other
social security or welfare legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangements; 

(vi) easements, rights of way, restrictions, covenants and other similar encumbrances affecting real property and minor
imperfections of title that would not in any case reasonably be expected to have a material adverse effect on the present or future use of the property to which it relates or a material adverse effect on the sale or lease of such property; 

(vii) rights of setoff or bankers’ liens upon deposits of cash in favor of banks or other depository institutions,
including Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection in favor of banking institutions arising as a matter of law encumbering deposits (including the right of
set-off) within general parameters customary in the banking industry; 
 (viii) Liens incurred on deposits to secure
(1) the performance of tenders, bids, trade contracts, licenses and leases, fee and expense arrangements with trustees and fiscal agents, statutory obligations, and other obligations of a like nature incurred in the ordinary course of business
and not in connection with the borrowing of money, or (2) indemnification obligations entered into in the ordinary course of business relating to any disposition permitted hereunder; 

(ix) Liens securing judgments, awards or orders for the payment of money that do not constitute an Event of Default
pursuant to clause (vi) of the definition thereof; 
 (x) leases, subleases and other occupancy agreements with
respect to real property owned or leased by the Company or any Restricted Subsidiary not interfering in any material respect with the business of the Company or any Restricted Subsidiary; 

(xi) Liens to secure Indebtedness permitted under Section 4.03(b)(i); 

(xii) non-exclusive licenses of patents, trademarks, copyrights, and other intellectual property rights in the ordinary
course of business; 

  
 21 








 (xiii) Liens in favor of the Company or any Restricted Subsidiary (other
than a Special Purpose Subsidiary); 
 (xiv) Liens securing any Refinancing Indebtedness which is incurred to Refinance
any Indebtedness that has been secured by a Lien permitted under this Indenture and that has been incurred in accordance with the provisions of this Indenture; provided, however, that such Liens do not extend to or cover any property
or assets of the Company or any Restricted Subsidiary that would not have secured the Indebtedness so Refinanced had such Indebtedness not been Refinanced; 

(xv) Liens securing Acquired Indebtedness incurred in accordance with Section 4.03; provided, however,
that: 
 (1) such Liens secured such Acquired Indebtedness at the time of and prior to the incurrence of such Acquired
Indebtedness by the Company or a Restricted Subsidiary and were not granted in connection with, or in anticipation of, the incurrence of such Acquired Indebtedness by the Company or a Restricted Subsidiary; and 

(2) such Liens do not extend to or cover any property or assets of the Company or of any Restricted Subsidiary other than
the property or assets that secured the Acquired Indebtedness prior to the time such Indebtedness became Acquired Indebtedness of the Company or a Restricted Subsidiary and are no more favorable to the lienholders than those securing the Acquired
Indebtedness prior to the incurrence of such Acquired Indebtedness by the Company or a Restricted Subsidiary as determined by the management of the Company in their reasonable and good faith judgment; 

(xvi) Liens securing performance, bid, appeal, surety and similar bonds and completion guarantees provided by the Company
or any Restricted Subsidiary in the ordinary course of business; 
 (xvii) Liens securing Capital Lease Obligations,
mortgage financings or purchase money obligations securing Indebtedness set forth in Section 4.03(b)(xiii); provided, however, that any such Lien (A) covers only the assets acquired, constructed or improved with such
Indebtedness and (B) is created within 180 days of such acquisition, construction or improvement; 
 (xviii) Liens
on property existing at the time of acquisition thereof by the Company or any Restricted Subsidiary; provided, however, that such Liens were in existence prior to, and were not incurred in connection with or in contemplation of, such
acquisition and do not extend to any property other than the property so acquired by the Company or the Restricted Subsidiary; 

  
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 (xix) deposits made in the ordinary course of business to secure liability
to insurance carriers; 
 (xx) Liens securing Banking Product Obligations; 

(xxi) Liens on cash or cash equivalents securing permitted Hedging Obligations; or 

(xxii) Liens other than any of the foregoing incurred by the Company or any Restricted Subsidiary with respect to
Indebtedness or other obligations that do not, in the aggregate, exceed the greater of (x) $35,000,000 and (y) 1.5% of Consolidated Total Assets at any one time outstanding. 

“Permitted Securitization” means each transfer or encumbrance (each a “disposition”) of (A) specific
Dealer Loan Pools (and any interest in and Lien on the Installment Contracts, motor vehicles, and other rights and financial assets relating thereto) or specific Purchased Contracts (and any interest in and Lien on motor vehicles and other rights
and financial assets relating thereto), or (B) the trust certificate issued to evidence the residual interest in Dealer Loan Pools, Installment Contracts or Purchased Contracts and other financial assets transferred or encumbered pursuant to a
prior Permitted Securitization, in each case by the Company or one or more Restricted Subsidiaries to one or more Special Purpose Subsidiaries or by one Special Purpose Subsidiary to another Special Purpose Subsidiary, conducted in accordance with
the following requirements: 
 (i) each disposition in clause (A) shall identify with reasonable certainty the
specific Dealer Loan Pools or Purchased Contracts, as applicable, covered by such disposition and (x) such Dealer Loan Pools or Purchased Contracts shall have performance and other characteristics so that the quality of such Dealer Loan Pools
or Purchased Contracts, as the case may be, is comparable to, but not materially better than, the overall quality of the Company’s Dealer Loan Pools or Purchased Contracts, as applicable, as determined in good faith by the Company in its
reasonable discretion or (y) with respect to any such assets assigned to an uncapped Dealer Loan Pool subsequent to such Dealer Loan Pool becoming a securitized pool, the assets covered by such disposition shall have been assigned to such
Dealer Loan Pool in the order in which such assets were originated and without the exercise of any discretion by the Company; 

(ii) the only Indebtedness of the Company or any Restricted Subsidiary resulting from such disposition shall be
Nonrecourse Indebtedness of one or more Special Purpose Subsidiaries; and 
 (iii) both immediately before and after
such disposition, no Default has occurred and is continuing. 

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

“Preferred Stock”, as applied to the Capital Stock of any Person, means Capital Stock of any class or classes (however
designated) which is preferred as to the payment of dividends or distributions, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of Capital Stock of any other class of such
Person. 
 “Purchased Contracts” means Installment Contracts purchased by the Company or any of its Subsidiaries from a
Dealer. 
 “Qualified Capital Stock” of a Person means Capital Stock of such Person other than Disqualified Stock;
provided, however, that such Capital Stock shall not be deemed Qualified Capital Stock to the extent sold to a Subsidiary of such Person or financed, directly or indirectly, using funds (i) borrowed from such Person, any
Subsidiary of such Person or an employee stock ownership or benefit plan of such Person or (ii) contributed, extended, guaranteed or advanced by such Person, any Subsidiary of such Person or an employee stock ownership or benefit plan of such
Person. Unless otherwise specified, Qualified Capital stock refers to Qualified Capital Stock of the Company. 
 “Redemption
Date” means any date on which some or all of the Notes are to be redeemed in accordance with Section 3.07. 

“Refinance” means, in respect of any Indebtedness, to refinance, restructure, extend, renew, refund, pay, repay, prepay,
redeem, defease, discharge or retire, or to issue a security or Indebtedness in exchange or replacement for, such Indebtedness in whole or in part. “Refinanced” and “Refinancing” shall have correlative meanings.

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

(i) such Refinancing Indebtedness has a Stated Maturity no earlier than the Stated Maturity of the Indebtedness being
Refinanced; 
 (ii) such Refinancing Indebtedness has an Average Life at the time such Refinancing Indebtedness is
Incurred that is equal to or greater than the Average Life of the Indebtedness being Refinanced; 
 (iii) such
Refinancing Indebtedness has an aggregate principal amount (or if incurred with original issue discount, an aggregate issue price) that is equal to or less than the aggregate principal amount (or if incurred with original issue


  
 24 








 
discount, the aggregate accreted value) then outstanding (plus fees and expenses, including any premium and defeasance costs) under the Indebtedness being Refinanced; and 

(iv) if the Indebtedness being Refinanced is subordinated in right of payment to the Notes, such Refinancing Indebtedness
is subordinated in right of payment to the Notes at least to the same extent as the Indebtedness being Refinanced; 
 provided further,
however, that Refinancing Indebtedness shall not include (x) Indebtedness of a Subsidiary that Refinances Indebtedness of the Company or (y) Indebtedness of the Company or a Restricted Subsidiary that Refinances Indebtedness of an
Unrestricted Subsidiary. 
 “Registration Rights Agreement” means the Registration Rights Agreement, dated as of the Issue
Date, among the Company, the Guarantors and Wells Fargo Securities, LLC, as representative of the Initial Purchasers. 
 “Related
Business” means any business in which the Company or any of the Restricted Subsidiaries was engaged on the Issue Date and any business related, ancillary or complementary to such business. 

“Restricted Subsidiary” means, at any time, any direct or indirect Subsidiary of the Company that is not then an Unrestricted
Subsidiary; provided, however, that, upon an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall, to the extent that it remains a Subsidiary of the Company at such time, be a Restricted Subsidiary.

 “S&P” means Standard & Poor’s Ratings Services, and any successor thereto. 

“Sale/Leaseback Transaction” means an arrangement relating to property owned by the Company or a Restricted Subsidiary on the
Issue Date or thereafter acquired by the Company or a Restricted Subsidiary whereby the Company or a Restricted Subsidiary transfers such property to a Person and the Company or a Restricted Subsidiary substantially concurrently leases it from such
Person. 
 “SEC” means the Securities and Exchange Commission and any successor agency. 

“Secured Indebtedness” means any Indebtedness secured by a Lien. 

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

“Securitization” means a public or private transfer of Dealer Loans, Installment Contracts or Purchased Contracts in the
ordinary course of business and by which the Company or any of the Restricted Subsidiaries directly or indirectly securitizes 

  
 25 








 
a pool of specified Dealer Loans, Installment Contracts or Purchased Contracts including any such transaction involving the sale of specified Dealer Loans, Installment Contracts or Purchased
Contracts to a Special Purpose Subsidiary. 
 “Senior Indebtedness” means (1) all Indebtedness of the Company and any
Restricted Subsidiary, whether outstanding on the Issue Date or thereafter incurred, and (2) all other Obligations (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to such Person
whether or not post-filing interest is allowed in such proceeding) in respect of Indebtedness described in clause (1) above, unless, in the case of clauses (1) and (2), in the instrument creating or evidencing the same or pursuant to which
the same is outstanding, it is provided that such Indebtedness or other Obligations are expressly subordinate in right of payment to the Notes or the applicable Notes Guarantee, as the case may be; provided, however, that Senior
Indebtedness shall not include: 
 (1) any obligation to the Company or any Subsidiary of the Company; 

(2) any liability for federal, state, local or other taxes; 

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

(4) any Capital Stock; and 

(5) that portion of any Indebtedness which at the time of incurrence is incurred in violation of this Indenture. 

For all purposes of this Indenture, (1) unsecured Indebtedness shall not be treated as subordinated to Secured Indebtedness merely
because it is unsecured, (2) Senior Indebtedness shall not be treated as subordinated to any other Senior Indebtedness merely because it has junior priority with respect to the same collateral, (3) Indebtedness which is not Guaranteed
shall not be treated as subordinated to Indebtedness that is Guaranteed merely because of such Guarantee and (4) Indebtedness under any Secured Indebtedness shall not be treated as subordinated because of the application of waterfall or other
payment-ordering or collateral-sharing provisions affecting any such Secured Indebtedness. 
 “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 from time to time. 

“Special Purpose Subsidiary” means any wholly-owned direct or indirect Subsidiary of the Company established for the sole
purpose of conducting one or more Permitted Securitizations and otherwise established and operated in accordance with customary industry practices. 

  
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 “Standard Securitization Undertakings” means representations, warranties,
covenants, indemnities and guarantees of performance entered into by the Company or any Subsidiary of the Company that the Company has determined in good faith to be customary in a Securitization, including those relating to the servicing of the
assets of a Special Purpose Subsidiary. 
 “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, including any date upon which a repurchase at the option of holders
of such Indebtedness is required to be consummated, but excluding any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof so long as such obligations
remain contingent. 
 “Subordinated Obligation” means, with respect to a Person, any Indebtedness of such Person (whether
outstanding on the Issue Date or thereafter incurred) which is subordinate or junior in right of payment to the Notes or a Guarantee of such Person, as the case may be, pursuant to a written agreement to that effect. 

“Subsidiary” means, with respect to any Person, (i) any corporation, association or other business entity of which more
than 50.0% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or
indirectly, by such Person or one or more of the other Subsidiaries of that Person (or a combination thereof), (ii) any trust more than 50% of the beneficial interests in which are owned by such Person or one or more of the other Subsidiaries
of that Person (or a combination thereof) and (iii) any partnership (1) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (2) the only general partners of which are such
Person or one or more Subsidiaries of such Person (or any combination thereof). Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Indenture shall refer to a Subsidiary or Subsidiaries of
the Company. 
 “TIA” means the Trust Indenture Act of 1939, as amended (15 U.S.C.
§§ 77aaa-77bbbb) as in effect on the date of this Indenture. 
 “Treasury Rate” means, as of any Redemption
Date, the yield to maturity as of such Redemption Date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available
at least two Business Days prior to such Redemption Date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such Redemption Date to March 15,
2018; provided, however, that if the period from such Redemption Date to March 15, 2018 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one
year shall be used. 

  
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 “Trust Officer” means, when used with respect to the Trustee, any officer within
the corporate trust department of the Trustee, including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those
performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such person’s knowledge of and familiarity with the particular subject and who shall have direct
responsibility for the administration of this Indenture. 
 “Trustee” means U.S. Bank National Association, a national
banking association, as trustee under this Indenture, until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving as trustee under this Indenture. 

“Uniform Commercial Code” means the New York Uniform Commercial Code as in effect from time to time. 

“Unrestricted Cash” means cash and Cash Equivalents of the Company and the Restricted Subsidiaries (and, to the extent not
otherwise included in such cash and Cash Equivalents, cash and cash equivalents of the Company and the Restricted Subsidiaries that are included in cash and cash equivalents on the Company’s consolidated balance sheet), excluding any items
included in restricted cash and cash equivalents on the Company’s consolidated balance sheet. 
 “Unrestricted
Subsidiary” means (i) any Subsidiary of the Company which at the time of determination is an Unrestricted Subsidiary (as designated by the Company, as provided below) and (ii) any Subsidiary of an Unrestricted Subsidiary. 

The Company may designate any Restricted Subsidiary (including any newly acquired or newly formed Subsidiary) of the Company to be an
Unrestricted Subsidiary unless such Subsidiary owns any of the Capital Stock of the Company or any Restricted Subsidiary or owns or holds any Indebtedness of or Lien on any property of the Company or any Restricted Subsidiary; provided,
however, that 
 (i) any Guarantee or other credit support by the Company or any Restricted Subsidiary of any
Indebtedness of the Subsidiary being so designated shall be deemed an incurrence of such Indebtedness and an “Investment” by the Company or such Restricted Subsidiary at the time of such designation; 

(ii) either (1) the Restricted Subsidiary to be so designated has total assets of $1,000 or less or (2) if such
Subsidiary has assets greater than $1,000, such designation would be permitted under Section 4.04; and 

  
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 (iii) after giving pro forma effect to the incurrence of Indebtedness
and the Investment referred to in clause (i) of this proviso, (1) such Indebtedness would be permitted to be incurred as Ratio Indebtedness, (2) such Investment would be in compliance with Section 4.04 and (3) no Default
shall have occurred and be continuing. 
 The Company may designate any Unrestricted Subsidiary to be a Restricted Subsidiary;
provided, however, that 
 (i) no Default shall have occurred and be continuing at the time of or after
giving effect to such designation; and 
 (ii) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding
immediately after such designation would, if incurred at such time, have been permitted to be incurred (and shall be deemed to have been incurred) for all purposes of this Indenture. 

Any such designation by the Company shall be evidenced to the Trustee by promptly filing with the Trustee an Officers’ Certificate
certifying that such designation complied with the foregoing provisions. 
 “U.S. Dollar Equivalent” means with respect to
any monetary amount in a currency other than U.S. dollars, at any time for determination thereof, the amount of U.S. dollars obtained by converting such foreign currency involved in such computation into U.S. dollars at the spot rate for the
purchase of U.S. dollars with the applicable foreign currency as published in The Wall Street Journal in the “Exchange Rates” column under the heading “Currency Trading” on the date two (2) Business Days prior to such
determination. 
 “Voting Stock” of any Person as of any date means the Capital Stock of such Person that (i) if such
Person is a corporation, is at the time entitled to vote in the election of such corporation’s board of directors or (ii) if such Person is an entity other than a corporation, is at the time entitled to vote in the election of the group or
individual exercising the authority with respect to such Person generally vested in a board of directors of a corporation. 

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

  
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 SECTION 1.02. Other Definitions. 

 

			
	 Term
	  	Defined in
Section
		
	 “Affiliate Transaction”
	  	4.07(a)
		
	 “Appendix”
	  	2.01
		
	 “Arm’s Length Terms”
	  	4.07(a)(i)
		
	 “Asset Sale Offer”
	  	4.06(b)
		
	 “Asset Sale Offer Trigger Date”
	  	4.06(b)
		
	 “Bankruptcy Law”
	  	6.01(c)
		
	 “Change of Control Offer”
	  	4.09(a)
		
	 “Change of Control Payment”
	  	4.09(a)
		
	 “Change of Control Payment Date”
	  	4.09(a)
		
	 “Company”
	  	Preamble
		
	 “Covenant Defeasance”
	  	8.02(a)
		
	 “Credit Facility Indebtedness”
	  	4.03(b)(i)
		
	 “Custodian”
	  	6.01(c)
		
	 “Definitive Note”
	  	Appendix
		
	 “Depository”
	  	Appendix
		
	 “Event of Default”
	  	6.01(a)
		
	 “Excess Proceeds”
	  	4.06(b)
		
	 “Exchange Notes”
	  	Appendix
		
	 “Guaranteed Obligations”
	  	10.01
		
	 “incur”
	  	4.03(a)
		
	 “Initial Lien”
	  	4.10


  
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	 Term
	  	Defined in
Section
		
	 “Initial Notes”
	  	Appendix
		
	 “Legal Defeasance”
	  	8.02(a)
		
	 “Paying Agent”
	  	2.03
		
	 “Permitted Indebtedness”
	  	4.03(b)
		
	 “Private Exchange Notes”
	  	Appendix
		
	 “Ratio Indebtedness”
	  	4.03(a)
		
	 “Replacement Notes”
	  	Appendix
		
	 “Restricted Payments”
	  	4.04(a)
		
	 “Registrar”
	  	2.03
		
	 “Second Commitment”
	  	4.06(a)

 SECTION 1.03. Incorporation by Reference of Trust Indenture Act. This Indenture is subject to the
provisions of the TIA, other than TIA §314(d) and TIA §314(b) (which shall not be applicable to this Indenture unless it is qualified under the TIA), that, pursuant to TIA § 318(c), govern indentures qualified under the TIA, which
provisions (other than TIA §314(d) and TIA §314(b), which shall not be applicable to this Indenture unless it is qualified under the TIA) are incorporated by reference in and made a part of this Indenture. The following TIA terms have the
following meanings: 
 “Commission” means the SEC; 

“indenture securities” means the Notes and the Notes Guarantees; 

“indenture security holder” means a Holder; 

“indenture to be qualified” means this Indenture; 

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

“obligor” on the indenture securities means the Company, each Guarantor and any other obligor on the indenture securities.

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

  
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 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) “including” means including without limitation; 

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

(vi) unsecured Indebtedness shall not be deemed to be subordinate or junior to secured Indebtedness merely by virtue of its
nature as unsecured Indebtedness; 
 (vii) Secured Indebtedness shall not be deemed to be subordinate or junior to any other
Secured Indebtedness merely because it has a junior priority with respect to the same collateral; 
 (viii) the principal
amount of any non-interest bearing or other discount security at any date shall be the principal amount thereof that would be shown on a balance sheet of the Company dated such date prepared in accordance with GAAP; 

(ix) all references to the date the Notes were originally issued shall refer to the Issue Date; 

(x) “herein,” “hereof” and other words of similar import refer to this Indenture as a whole and not to any
particular Section, Article or other subdivision; 
 (xi) all references to Sections or Articles are to Sections or Articles
of or to this Indenture unless otherwise indicated; 
 (xii) references to sections of or rules under the Securities Act, the
Exchange Act or the TIA shall be deemed to include substitute, replacement or successor sections or rules as in effect from time to time; and 

(xiii) all references in this Indenture, in any context, to any interest or other amount payable on or with respect to any
Notes shall be deemed to include any additional interest pursuant to the Applicable Registration Rights Agreement, if any (as defined in such Notes). 

  
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 ARTICLE II 

The Notes 
 SECTION 2.01. Form
and Dating. Provisions relating to the Initial Notes and the Exchange Notes are set forth in the Rule 144A/Regulation S Appendix attached hereto (the “Appendix”) which is hereby incorporated in, and expressly made part of,
this Indenture. The Initial Notes and the Trustee’s certificate of authentication with respect thereto shall be substantially in the form of Exhibit I to the Appendix, which Exhibit I is hereby incorporated in, and expressly made a part
of, this Indenture. The Exchange Notes (if any), the Private Exchange Notes (if any) and any other Notes other than the Initial Notes and the Trustee’s certificate of authentication with respect to any such Exchange Notes, Private Exchange
Notes or other Notes shall be substantially in the form of Exhibit II to the Appendix, which is hereby incorporated in and expressly made a part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock
exchange rule, policies or procedures of any applicable depositary, agreements to which the Company or any Guarantor is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Company). Each
Note shall be dated the date of its authentication. The terms of the Notes set forth in the Appendix and Exhibit I and Exhibit II to the Appendix are part of the terms of this Indenture. 

SECTION 2.02. Execution and Authentication. One Officer shall sign the Notes for the Company by manual or facsimile signature. Notes
shall be authenticated by the Trustee in accordance with Section 2.2 of the Appendix. 
 If an Officer whose signature is on a Note no
longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. 
 A Note shall not be valid
until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. 

The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Notes. Unless limited by the terms of
such appointment, 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
any Registrar, Paying Agent or agent for service of notices and demands. 
 SECTION 2.03. Registrar and Paying Agent. The Company
shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange (the “Registrar”) and an office or agency where Notes may be presented for payment (the “Paying Agent”).
The Registrar shall keep a register of the Notes and of their transfer and exchange. The Company may have 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 appoint and change any Paying Agent or Registrar without notice. 

  
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 The Company shall enter into an appropriate agency agreement with any Registrar or Paying Agent
not a party to this Indenture, which shall incorporate the terms of the TIA to the extent such terms are incorporated in this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall
notify the Trustee of the name and address of any such agent. If the Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The
Company or any Wholly-Owned Restricted Subsidiary of the Company incorporated or organized within the United States of America may act as Paying Agent or Registrar. 

The Company initially appoints the Trustee as Registrar and Paying Agent in connection with the Notes. 

SECTION 2.04. Paying Agent To Hold Money in Trust. By no later than 10:00 a.m. (New York City time) on the date on which any principal,
premium, if any, or interest on any Note is due and payable, the Company shall deposit with the Paying Agent a sum sufficient to pay such principal, premium, if any, and interest when so becoming due. The Company shall require each Paying Agent
(other than the Trustee) to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal of or premium, if any, or interest on the Notes and
shall notify the Trustee of any default by the Company in making any such payment. If the Company or a Subsidiary acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Company at any
time may require a Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed by the Paying Agent. Upon complying with this Section, the Paying Agent shall have no further liability for the money delivered to the
Trustee. 
 SECTION 2.05. 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 Holders. If the Trustee is not the Registrar, the Company shall furnish to the Trustee, in writing at least five Business Days before each interest payment date and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Holders. 

SECTION 2.06. Transfer and Exchange. The Notes shall be issued in registered form and shall be transferable only upon the surrender of
a Note for registration of transfer. When a Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if the requirements of this Indenture and Section 8-401(1) of the
Uniform Commercial Code are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are
met. The Company is not required to transfer 

  
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or exchange any Note selected for redemption (except, in the case of a Note to be redeemed in part, the portion of the Note not to be redeemed) or any Note for a period of 15 days before a
selection of Notes to be redeemed or 15 days before an interest payment date. 
 SECTION 2.07. Replacement Notes. If a mutilated Note
is surrendered to the Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Note in replacement thereof if the requirements of
Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of
the Company and the Trustee to protect the Company, the Trustee, the Paying Agent and the Registrar from any loss which any of them may suffer if a Note is replaced. The Company and the Trustee may charge the Holder for their expenses in replacing a
Note. 
 Every such replacement Note is an additional Obligation of the Company. 

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

If a Note is replaced pursuant to Section 2.07, it ceases to be outstanding unless the Trustee and the Company receive proof satisfactory
to them that the replaced Note is held by a protected purchaser (as defined in Section 8-303 of the Uniform Commercial Code). 
 If the
Paying Agent segregates and holds in trust, in accordance with this Indenture, on a Redemption Date or maturity date money sufficient to pay all principal, premium, if any, and interest payable on that date with respect to the Notes (or portions
thereof) to be redeemed or maturing, as the case may be, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue. Notes or portions thereof the payment for which on the applicable
Redemption Date or maturity date money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent in trust for the Holders of such Notes in accordance with the Legal Defeasance, Covenant Defeasance or satisfaction
and discharge provisions of Article VIII (provided, however, that if such Notes are to be redeemed, notice of such redemption has been duly given pursuant to the Indenture) will be considered not to be outstanding. 

SECTION 2.09. Temporary Notes. Until definitive Notes are ready for delivery, the Company may prepare and the Trustee shall
authenticate temporary Notes. Temporary Notes shall be substantially in the form of definitive Notes but may have variations that the Company considers appropriate for temporary Notes. Without unreasonable delay, the Company shall prepare and the
Trustee shall authenticate definitive Notes and deliver them in exchange for temporary Notes. 

  
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 SECTION 2.10. Cancellation. The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and the 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 and destroy (subject to the record retention
requirements of the Exchange Act) all Notes surrendered for registration of transfer, exchange, payment or cancellation and deliver a certificate of such destruction to the Company unless the Company directs the Trustee to deliver canceled Notes to
the Company. The Company may not issue new Notes to replace Notes it has redeemed, paid or delivered to the Trustee for cancellation. 

SECTION 2.11. Registered Holders. Notwithstanding anything to the contrary in this Indenture, the registered Holder of a Note shall be
treated as the owner thereof for all purposes, and no transfer of a Note shall be effective unless entered in the register kept by the Registrar pursuant to Section 2.03. 

SECTION 2.12. CUSIP Numbers, ISINs, etc. The Company in issuing the Notes may use CUSIP numbers, ISINs and “Common Code”
numbers (in each case if then generally in use) and, if so, the Trustee shall use CUSIP numbers, ISINs and “Common Code” numbers in notices of redemption as a convenience to Holders; provided, however, that any such notice
may state that no representation is made as to the correctness of such numbers either as printed on the 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 advise the Trustee in writing of any change in any CUSIP numbers, ISINs or “Common Code” numbers applicable to the Notes.

 SECTION 2.13. Issuance of Additional Notes. After the Issue Date, the Company shall be entitled, subject to its compliance with
Section 4.03, to issue Additional Notes under this Indenture, which Notes shall have identical terms as the Initial Notes issued on the Issue Date, other than with respect to the date of issuance and issue price. All the Notes issued under this
Indenture shall be treated as a single class for all purposes of this Indenture, including waivers, amendments, redemptions and offers to purchase. 

With respect to any Additional Notes, the Company shall set forth in a resolution of the Board of Directors and an Officers’ Certificate,
a copy of each which shall be delivered to the Trustee, the following information: 
 (a) the aggregate principal amount of such Additional
Notes to be authenticated and delivered pursuant to this Indenture and the provision of Section 4.03 that the Company is relying on to issue such Additional Notes; and 

  
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 (b) the issue price, the issue date and the CUSIP number of such Additional Notes;
provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to not be fungible for U.S. federal income tax purposes with any other Notes issued under this Indenture. 

SECTION 2.14. Defaulted Interest. If the Company defaults in a payment of interest on the Notes, the Company shall pay defaulted
interest (plus interest on such defaulted interest to the extent lawful) in any lawful manner. The Company may pay the defaulted interest to the persons who are Holders on a subsequent special record date. The Company shall fix or cause to be fixed
any such special record date and payment date to the reasonable satisfaction of the Trustee and shall promptly mail to each Holder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid. 

ARTICLE III 
 Redemption

 SECTION 3.01. Notices to Trustee. If the Company elects to redeem Notes pursuant to Section 3.07, it shall notify the Trustee
in writing of the applicable Redemption Date, the principal amount of Notes to be redeemed and the paragraph of Section 3.07 pursuant to which the redemption will occur. 

The Company shall give each notice to the Trustee provided for in this Section at least 30 days before the applicable Redemption Date
unless the Trustee consents to a shorter period. Such notice shall be accompanied by an Officers’ Certificate to the effect that such redemption shall comply with the conditions herein. 

SECTION 3.02. Selection of Notes to Be Redeemed. If less than all of the Notes are to be redeemed at any time, selection of Notes for
redemption shall be made by the Trustee 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 (or as nearly pro rata as
practicable), by lot or by such method as the Trustee shall deem fair and appropriate (in any case subject to the rules and procedures of the applicable depositary); provided, however, that no Notes of $2,000 or less shall be redeemed
in part. Notes in denominations larger than $2,000 principal amount may be redeemed in part, but only in whole multiples of $1,000. 

SECTION 3.03. Notice of Redemption. Notices of redemption shall be mailed by first-class mail (or otherwise sent in accordance with the
applicable procedures of the Depository) at least 30 but not more than 60 days before the applicable Redemption Date (except that notices of redemption may be sent or mailed more than 60 days before the applicable Redemption Date in connection with
a Legal Defeasance, Covenant Defeasance or discharge of this Indenture pursuant to Section 8.01) to each Holder of Notes to be redeemed at its registered address. The Company may provide in such notice that payment of the redemption price and
performance of the Company’s 

  
 37 








 
obligations with respect thereto may be performed by another Person. Notices of redemption may not be conditional; provided, however, that notice of any redemption in connection
with a redemption pursuant to Section 3.07(c) may be given prior to the completion of the related public offering, and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent,
including completion of the related public offering. 
 SECTION 3.04. Effect of Notice of Redemption. Once notice of redemption is
mailed, Notes called for redemption become due and payable on the Redemption Date and at the redemption price stated in the notice. Upon surrender to the Paying Agent, such Notes shall be paid at the redemption price stated in the notice, plus
accrued interest to but excluding the applicable Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the related interest payment date), and such Notes shall be canceled by the Trustee.
Failure to give notice or any defect in the notice to any Holder shall not affect the validity of the notice to any other Holder. 
 SECTION
3.05. Deposit of Redemption Price. By no later than 10:00 a.m. (New York City time) on the applicable Redemption Date, the Company shall deposit with the Paying Agent (or, if the Company or a Subsidiary is the Paying Agent, shall segregate
and hold in trust) money sufficient to pay the redemption price of and accrued interest on all Notes to be redeemed on that date other than Notes or portions of Notes called for redemption which have been delivered by the Company to the Trustee for
cancellation. 
 SECTION 3.06. Notes Redeemed in Part. If any Note is to be redeemed in part only, the notice of redemption that
relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof shall be issued in the name of the Holder thereof upon cancellation of the original
Note. Notes called for redemption become due on the applicable Redemption Date. On and after the applicable Redemption Date, interest ceases to accrue on Notes or portions of them called for redemption. 

SECTION 3.07. Optional Redemption. (a) At any time and from time to time prior to March 15, 2018, the Notes may be redeemed
at the Company’s option, in whole or in part, at a redemption price equal to 100.0% of the principal amount of the Notes redeemed, plus accrued and unpaid interest thereon, if any, to but excluding the applicable Redemption Date, subject to the
rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date, plus the Applicable Premium as of the applicable Redemption Date. 

(b) On and after March 15, 2018, the Notes may be redeemed, at the Company’s option, in whole or in part, at any time and from time
to time, at the redemption prices set forth below. The Notes shall be redeemable at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below plus accrued and unpaid interest thereon, if any, to
but excluding the 

  
 38 








 
applicable Redemption Date, subject to the right of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the 12-month
period beginning on March 15 of each of the years indicated below: 
  

					
	 Year
	  	Percentage	 
	 2018
	  	 	105.531	% 
	 2019
	  	 	103.688	% 
	 2020
	  	 	101.844	% 
	 2021 and thereafter
	  	 	100.000	% 

 (c) At any time on or prior to March 15, 2018, the Company may on any one or more occasions redeem
up to an aggregate of 35.0% of the aggregate principal amount of the Notes (including the principal amount of any Additional Notes) at a redemption price of 107.375% of the principal amount of the Notes redeemed, plus accrued and unpaid interest
thereon, if any, to but excluding the applicable Redemption Date, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date, with the Net Cash Proceeds of a public offering of
common stock of the Company; provided, however, that at least 65.0% in aggregate principal amount of the Notes (including the principal amount of any Additional Notes) remains outstanding immediately after the occurrence of such
redemption (other than Notes held, directly or indirectly, by the Company or its Affiliates) and that such redemption shall occur within 90 days of the date of the closing of such public offering. 

(d) If the Redemption Date with respect to a Note to be redeemed is on or after an interest record date and on or before the related interest
payment date, any accrued and unpaid interest on that Note shall be payable to the Person that was, at the close of business on such record date, the Holder of that Note, and no additional interest for the period to which that interest record date
relates shall be payable with respect to that Note. 
 ARTICLE IV 

Covenants 
 SECTION 4.01.
Payment of Notes. The Company shall promptly pay the principal of and premium, if any, and interest on the Notes on the dates and in the manner provided in the Notes and in this Indenture. Principal, premium, if any, and interest shall be
considered paid on the date due if on such date the Trustee or the Paying Agent holds in accordance with this Indenture money sufficient to pay all principal, premium, if any, and interest then due. 

  
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 SECTION 4.02. SEC Reports. (a) Whether or not the Company is subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act, the Company shall file with the SEC (subject to the next sentence) and provide the Trustee and Holders with such annual and other reports as are specified in Sections 13 and 15(d) of
the Exchange Act and applicable to a U.S. corporation subject to such Sections, such reports to be so filed and provided at the times specified for the filings of such reports under such Sections and containing all the information, audit reports and
exhibits required for such reports. If, at any time, the Company is not subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall provide the Trustee and Holders with such reports within the time periods
specified in such Exchange Act sections for a registrant that is not an accelerated filer or a large accelerated filer; provided, however, that 

(i) no certifications or attestations concerning the financial statements or disclosure controls and procedures or internal
controls that would otherwise be required pursuant to the Sarbanes-Oxley Act of 2002 shall be required (provided further, however, that nothing contained in the terms herein shall otherwise require the Company to comply with the terms
of the Sarbanes-Oxley Act of 2002 at any time when it would not otherwise be subject to such statute); 
 (ii) the financial
statements required of acquired businesses shall be limited to the financial statements (in whatever form) that the Company receives in connection with the applicable acquisition, whether or not audited; 

(iii) no financial statements of unconsolidated entities shall be required; 

(iv) no financial schedules specified in Regulation S-X under the Securities Act shall be required; 

(v) the Company may limit the information disclosed in such reports in respect of Item 402 of Regulation S-K under the
Securities Act to the information identified in Item 402 that is included other than through incorporation by reference in the Offering Memorandum (which disclosure regarding such types of information shall be presented in a manner consistent
in all material respects with the disclosure so contained in the Offering Memorandum); 
 (vi) compliance with the
requirements of Item 10(e) of Regulation S-K and Regulation G under the Securities Act shall not be required (but the Company shall provide a reconciliation to any non-GAAP financial measures as defined
in Regulation G under the Securities Act); 

  
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 (vii) information specified in Rules 3-10 and 3-16 of Regulation S-X
under the Securities Act with respect to Subsidiaries and affiliates shall not be required; and 
 (viii) no exhibits
pursuant to Item 601 of Regulation S-K under the Securities Act (other than in respect of instruments defining the rights of security holders to the extent such instruments would be required to be filed by paragraph (b)(4) of such Item 601
and material contracts to the extent such contracts would be required to be filed by paragraph (b)(10) of such Item 601) shall be required; provided, however, that contracts required to be filed only by either or both of paragraph
(b)(10)(ii)(A) and paragraph (b)(10)(iii) of such Item 601 shall not be required. 
 (b) For so long as any Notes remain outstanding,
the Company and the Guarantors shall 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. 

(c) For so long as the Company files the foregoing reports and other information with the SEC, the Company shall be deemed to have provided to
the Trustee and Holders all of the foregoing reports and other information if the Company has filed or furnished such reports and other information with the SEC via the EDGAR filing system or any successor electronic filing system and such reports
are publicly available. For the administrative convenience of the Trustee, the Company shall send an electronic copy of each such filing to the Trustee at such e-mail address as the Trustee may specify from time to time in accordance with the notice
provisions of this Indenture; provided, however, that failure to send any such electronic copies will not constitute a Default or Event of Default. 

SECTION 4.03. Limitation on Indebtedness. (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 unless, on the date of such incurrence and
after giving effect thereto on a pro forma basis, the Fixed Charge Coverage Ratio exceeds 2.0 to 1.0 (any Indebtedness incurred pursuant to this Section 4.03(a) being herein referred to as “Ratio Indebtedness”). 

(b) Section 4.03(a) shall not apply to the incurrence of any of the following items of Indebtedness (collectively, “Permitted
Indebtedness”): 
 (i) Indebtedness incurred pursuant to any Credit Facility, including the Guarantees thereof by
the Guarantors, in an aggregate amount outstanding at any time not to exceed $400,000,000 (any Indebtedness incurred pursuant to the provisions set forth in this clause (i) being herein referred to as “Credit Facility
Indebtedness”); 

  
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 (ii) Indebtedness represented by the Notes issued on the Issue Date and the
related Notes Guarantees; 
 (iii) Nonrecourse Indebtedness incurred by a Special Purpose Subsidiary under a Permitted
Securitization and any Refinancing Indebtedness with respect thereto that is Nonrecourse Indebtedness; 
 (iv) Indebtedness
of the Company or any Restricted Subsidiary existing on the Issue Date (other than Indebtedness set forth in clauses (i), (ii) and (iii) of this Section 4.03(b)); 

(v) Refinancing Indebtedness incurred by the Company or any Restricted Subsidiaries to Refinance any Indebtedness that was
incurred as Ratio Indebtedness or as Permitted Indebtedness pursuant to clause (ii), (iv), (v) or (xiv) of this Section 4.03(b); 

(vi) Indebtedness owing to and held by the Company or any Restricted Subsidiaries; provided, however, that
(A) if the Company or the Guarantor is the obligor on such Indebtedness, such Indebtedness is expressly subordinated to the prior payment in full in cash of all Notes Obligations and (B)(1) any subsequent issuance or transfer of Equity
Interests that results in any such Indebtedness being owed to or held by a Person other than the Company or a Restricted Subsidiary and (2) any sale or other transfer of any such Indebtedness to a Person that is neither the Company nor a
Restricted Subsidiary shall 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 the provisions set forth in this clause (vi); 

(vii) Hedging Obligations incurred in the ordinary course of business and not for speculative purposes and, to the extent
constituting Indebtedness, Banking Product Obligations; 
 (viii) Guarantees of the Notes and Guarantees of Indebtedness that
was incurred as Ratio Indebtedness or as Permitted Indebtedness pursuant to clause (v) (to the extent the Refinanced Indebtedness was so guaranteed), (vii), (ix), (x), (xi), (xiii), (xv) or (xvi) of this Section 4.03(b);
provided, however, that if the Indebtedness being Guaranteed is subordinated in right of payment to the Notes or a Notes Guarantee, then such Guarantee shall be subordinated in right of payment to the Notes or such Notes Guarantee to
the same extent as the Indebtedness guaranteed; 
 (ix) Indebtedness constituting reimbursement obligations with respect to
letters of credit issued in the ordinary course of business, including letters of credit in respect of workers’ compensation claims, health, disability or other employee benefits or property, casualty or


  
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liability insurance or self-insurance, or other Indebtedness with respect to obligations in the nature of reimbursement obligations regarding workers’ compensation claims; 

(x) Indebtedness arising from agreements of the Company or any Restricted Subsidiary providing for indemnification, adjustment
of purchase price or similar obligations, in each case incurred in connection with the disposition of any business, assets or a Subsidiary; 

(xi) obligations in respect of performance, bid, appeal, surety and similar bonds and completion guarantees provided by the
Company or any Restricted Subsidiary in the ordinary course of business; 
 (xii) Indebtedness arising from the honoring by a
bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of its
incurrence; 
 (xiii) 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 or useful in a Related Business (where, in the case of a purchase, such
purchase may be effected either directly or through the purchase of the Capital Stock of the Person owning such property, plant or equipment), and any Indebtedness incurred to Refinance such Indebtedness, in an aggregate amount at any time
outstanding not in excess of $15,000,000; 
 (xiv) Acquired Indebtedness; provided, however, that, after giving
effect to the merger or acquisition giving rise to the incurrence thereof, immediately after such merger or acquisition either (x) the Company would be permitted to incur at least $1.00 of additional Ratio Indebtedness pursuant to
Section 4.03(a) or (y) the Fixed Charge Coverage Ratio would be greater than the Fixed Charge Coverage Ratio immediately prior to such acquisition or merger; 

(xv) Indebtedness to the extent the net proceeds thereof are promptly used to purchase Notes tendered pursuant to a Change of
Control Offer made as a result of a Change of Control; and 
 (xvi) additional Indebtedness of the Company or any Restricted
Subsidiaries in an aggregate amount at any time outstanding not in excess of the greater of (x) $60,000,000 and (y) 2.5% of Consolidated Total Assets. 

  
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 (c) For purposes of determining compliance with this Section 4.03, 

(i) in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness
set forth in Section 4.03(b) or is entitled to be incurred as Ratio Indebtedness, the Company shall, in its sole discretion, classify such item of Indebtedness (or any portion thereof) in any manner that complies with this Section 4.03,
and such item of Indebtedness (or any portion thereof) shall be treated as having been incurred pursuant to the provisions set forth in only one of such clauses or pursuant to Section 4.03(a); provided, however, that all
Indebtedness outstanding under the Credit Agreement on the Issue Date shall be deemed to have been incurred as Permitted Indebtedness pursuant to Section 4.03(b)(i) and the Notes issued on the Issue Date shall be deemed to have been incurred as
Permitted Indebtedness pursuant to Section 4.03(b)(ii); 
 (ii) the Company shall be entitled to divide and classify an
item of Indebtedness in more than one of the types of Indebtedness set forth in Sections 4.03(a) and 4.03(b); and 
 (iii)
any Permitted Indebtedness originally classified as incurred pursuant to the provisions set forth in one of the clauses of Section 4.03(b) (other than pursuant to clause (i), (ii) or (iii) of Section 4.03(b)) may later be
reclassified by the Company such that it shall be deemed to have been incurred as Ratio Indebtedness pursuant to Section 4.03(a) or as Permitted Indebtedness pursuant to another clause of Section 4.03(b), as applicable, to the extent that
such reclassified Indebtedness could be incurred pursuant to such Section or clause at the time of such reclassification. 
 (d) Accrual of
interest, the accretion of accreted value, the payment of interest or dividends in the form of additional Indebtedness of the same instrument, accretion of original issue discount or liquidation preference and increases in the amount of Indebtedness
outstanding solely as a result of fluctuations in interest rates or in the exchange rate of currencies shall not be deemed to be an incurrence of Indebtedness for purposes of this Indenture. Guarantees of, or obligations in respect of letters of
credit relating to, Indebtedness that is otherwise included in the determination of a particular amount of Indebtedness shall not be included in the determination of such amount of Indebtedness; provided, however, that the incurrence
of the Indebtedness underlying such Guarantee or letter of credit, as the case may be, was subject to and in compliance with this Section 4.03. 

(e) For purposes of determining compliance with any U.S. dollar restriction on the incurrence of Indebtedness where the Indebtedness incurred
is denominated in a different currency, the amount of such Indebtedness shall be the U.S. Dollar Equivalent determined on the date of the incurrence of such Indebtedness; provided, however, that if any such Indebtedness
denominated in a different currency is 

  
 44 








 
subject to a currency agreement with respect to U.S. dollars covering all principal, premium, if any, and interest payable on such Indebtedness, the amount of such Indebtedness expressed in U.S.
dollars shall be as provided in such currency agreement. The maximum amount of Indebtedness that the Company and the Restricted Subsidiaries may incur pursuant to this Section 4.03 shall not be deemed to be exceeded, with respect to any
outstanding Indebtedness, solely as a result of fluctuations in interest rates or the exchange rate of currencies. 
 SECTION 4.04.
Limitation on Restricted Payments. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, 

(i) declare or pay any dividends or make any other distributions of any sort in respect of its Capital Stock (including any
payment in connection with any merger or consolidation involving such Person) or similar payment to the direct or indirect holders of its Capital Stock (other than (A) dividends or distributions payable solely in its Capital Stock (other than
Disqualified Stock), (B) dividends or distributions payable solely to the Company or a Restricted Subsidiary and (C) pro rata dividends or other distributions made by a Subsidiary that is not a Wholly-Owned Restricted
Subsidiary to minority stockholders (or owners of minority interests in the case of a Subsidiary that is an entity other than a corporation)); 

(ii) purchase, repurchase, redeem, defease or make any other acquisition or retirement for value of any Capital Stock of the
Company held by any Person (other than by a Restricted Subsidiary) or of any Capital Stock of a Restricted Subsidiary held by any Affiliate of the Company (other than by a Restricted Subsidiary), including in connection with any merger or
consolidation and including the exercise of any option to exchange any Capital Stock (other than into Capital Stock of the Company that is not Disqualified Stock); 

(iii) purchase, repurchase, redeem, defease or make any other acquisition or retirement for value, prior to scheduled maturity,
scheduled repayment, principal installment or scheduled sinking fund payment of any Subordinated Obligations of the Company or any Guarantor (other than (A) from the Company or a Restricted Subsidiary or (B) the purchase, repurchase,
redemption, defeasance or other acquisition or retirement of Subordinated Obligations purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of such
purchase, repurchase, redemption, defeasance or other acquisition or retirement); or 
 (iv) make any Investment (other than
a Permitted Investment) in any Person, (all such payments and other actions set forth in clauses (i) through (iv) of this Section 4.04(a) being collectively referred to as “Restricted Payments”) unless, at the time of
and after giving effect to such Restricted Payment: 

  
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 (1) no Default shall have occurred and be continuing (or would result therefrom);

 (2) the Company is entitled to Incur an additional $1.00 of Ratio Indebtedness pursuant to Section 4.03(a); 

(3) the Funded Net Debt Ratio would not exceed 3.25 to 1.0 after giving pro forma effect to such Restricted Payment and
all other Restricted Payments since the end of the fiscal quarter used in determining the Funded Net Debt Ratio; and 
 (4)
the aggregate amount of such Restricted Payment and all other Restricted Payments since January 22, 2014 would not exceed the sum of (without duplication): 

(A) 100.0% of the Consolidated Net Income accrued during the period (treated as one accounting period) from October 1,
2013 to the end of the most recent fiscal quarter ending immediately prior to the date of such Restricted Payment (or, in case such Consolidated Net Income shall be a deficit, minus 100.0% of such deficit); plus 

(B) 100.0% of the aggregate Net Cash Proceeds or Fair Market Value of any asset (other than cash) received by the Company
either (x) from the issuance or sale of its Qualified Capital Stock subsequent to January 22, 2014 or (y) as a contribution in respect of its Qualified Capital Stock from its shareholders subsequent to January 22, 2014, but
excluding in each case any Net Cash Proceeds that are used to redeem Notes in accordance with Section 3.07(c); plus 

(C) the amount by which the principal amount of Indebtedness of the Company (other than Indebtedness owing to a Subsidiary) is
reduced upon the conversion or exchange subsequent to January 22, 2014 of any Indebtedness of the Company converted or exchanged for Qualified Capital Stock of the Company (less the amount of any cash, or the fair value of any other property,
distributed by the Company upon such conversion or exchange); provided, however, that the foregoing amount shall not exceed the gross proceeds (prior to fees and 

  
 46 








 
transaction expenses) received by the Company or any Restricted Subsidiary from the sale of such Indebtedness (excluding such gross proceeds from sales to a Subsidiary of the Company or to an
employee stock ownership or benefit plan of the Company or any of its Subsidiaries); plus 
 (D) an amount equal to
the sum of (x) the aggregate amount of cash and the Fair Market Value of any asset (other than cash) received by the Company or any Restricted Subsidiary subsequent to January 22, 2014 with respect to Investments (other than Permitted
Investments) made by the Company or any Restricted Subsidiary in any Person subsequent to January 22, 2014 and resulting from repurchases, repayments, liquidations or redemptions of such Investments by such Person, proceeds realized on the sale
of such Investment and proceeds representing the return of capital, and (y) in the event that the Company redesignates an Unrestricted Subsidiary to be a Restricted Subsidiary, the portion (proportionate to the Company’s equity interest in
such Subsidiary) of the Fair Market Value of the net assets of such Unrestricted Subsidiary at the time such Unrestricted Subsidiary is designated a Restricted Subsidiary; provided, however, that the foregoing sum shall not exceed, in
the case of any such Person or Unrestricted Subsidiary, the amount of Investments (excluding Permitted Investments) previously made by the Company or any Restricted Subsidiary in such Person or Unrestricted Subsidiary. 

(b) The foregoing provisions shall not prohibit: 

(i) any Restricted Payment made out of the Net Cash Proceeds of the substantially concurrent sale of, or made in exchange for,
Qualified Capital Stock of the Company or a substantially concurrent cash capital contribution received by the Company from its shareholders with respect to its Qualified Capital Stock; provided, however, that (A) such Restricted
Payment shall be excluded in the calculation of the amount of Restricted Payments for purposes of Section 4.04(a)(iv)(4) and (B) the Net Cash Proceeds from such sale or such cash capital contribution (to the extent so used for such
Restricted Payment) shall be excluded in the calculation of the amount of Restricted Payments for purposes of Section 4.04(a)(iv)(4)(B); 

(ii) any purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of Subordinated Obligations
of the 

  
 47 








 
Company or of a Guarantor made in exchange for, or out of the proceeds of the substantially concurrent incurrence of, Indebtedness of such Person which is permitted to be incurred pursuant to
Section 4.03; provided, however, that such purchase, repurchase, redemption, defeasance or other acquisition or retirement for value shall be excluded in the calculation of the amount of Restricted Payments for purposes of
Section 4.04(a)(iv)(4); 
 (iii) the payment of any dividend, distribution or redemption of any Capital Stock or
Subordinated Obligations within 60 days after the date of declaration thereof or call for redemption if, at such date of declaration or call for redemption, such payment or redemption was permitted by Section 4.04(a) (the declaration of such
payment shall be deemed a Restricted Payment under Section 4.04(a) as of the date of declaration and the payment itself shall be deemed to have been paid on such date of declaration and shall not also be deemed a Restricted Payment under
Section 4.04(a)); provided, however, that any Restricted Payment made in reliance on the provisions set forth in this clause (iii) shall reduce the amount available for Restricted Payments pursuant to
Section 4.04(a)(iv)(4) only once; 
 (iv) so long as no Default has occurred and is continuing, the purchase, redemption
or other acquisition of shares of Capital Stock of the Company or any of its Subsidiaries from officers, former officers, employees, former employees, directors or former directors of the Company or any of its Subsidiaries (or permitted transferees
of such officers, former officers, employees, former employees, directors or former directors), pursuant to the terms of agreements (including employment agreements) or plans (or amendments thereto) approved by the Board of Directors under which
such individuals purchase or sell or are granted, or are granted the option to purchase or sell, shares of such Capital Stock; provided, however, that the aggregate amount of such Restricted Payments (excluding amounts representing
cancellation of Indebtedness) shall not exceed $10,000,000 in any calendar year (with unused amounts in any calendar year being carried over to the succeeding calendar years subject to a maximum of $20,000,000 in any calendar year); provided
further, however, that such Restricted Payments shall be excluded in the calculation of the amount of Restricted Payments for purposes of Section 4.04(a)(iv)(4); 

(v) the declaration and payments of dividends on Disqualified Stock issued pursuant to Section 4.03; provided,
however, that such dividends shall be excluded in the calculation of the amount of Restricted Payments for purposes of Section 4.04(a)(iv)(4); 

(vi) repurchases of Capital Stock deemed to occur upon exercise of stock options if such Capital Stock represents a portion of
the exercise 

  
 48 








 
price of such options; provided, however, that such Restricted Payments shall be excluded in the calculation of the amount of Restricted Payments for purposes
Section 4.04(a)(iv)(4); 
 (vii) cash payments in lieu of the issuance of fractional shares in connection with the
exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of the Company; provided, however, that any such cash payment shall not be for the purpose of evading the limitation of this
Section 4.04 (as determined in good faith by the Board of Directors); provided further, however, that such payments shall be excluded in the calculation of the amount of Restricted Payments for purposes of
Section 4.04(a)(iv)(4); 
 (viii) in the event of a Change of Control, and if no Default shall have occurred and be
continuing, the payment, purchase, redemption, defeasance, discharge, cash-collateralization or other acquisition or retirement of Subordinated Obligations of the Company or any Guarantor, in each case, at a purchase price not greater than 101% of
the principal amount of such Subordinated Obligations, plus any accrued and unpaid interest thereon; provided, however, that prior to such payment, purchase, redemption, defeasance, discharge, cash-collateralization or other
acquisition or retirement, the Company (or a third party to the extent permitted by this Indenture) has made a Change of Control Offer with respect to the Notes as a result of such Change of Control and has repurchased (or deposited with the Trustee
funds sufficient to repurchase) all Notes validly tendered and not withdrawn in connection with such Change of Control Offer; provided further, however, that such payments, purchases, redemptions, defeasances, discharges,
cash-collateralizations or other acquisitions or retirements shall be included in the calculation of the amount of Restricted Payments for purpose of Section 4.04(a)(iv)(4); 

(ix) payments of intercompany subordinated Permitted Indebtedness, the incurrence of which was permitted by
Section 4.03(b)(vi); provided, however, with respect to payments other than to the Company or a Guarantor, that no Default has occurred and is continuing or would otherwise result therefrom; provided further,
however, that such payments shall be excluded in the calculation of the amount of Restricted Payments for purpose of Section 4.04(a)(iv)(4); or 

(x) other Restricted Payments in an amount which, when taken together with all other Restricted Payments made pursuant to this
clause (x), does not exceed $225,000,000 so long as the Funded Net Debt Ratio would not exceed 3.25 to 1.0 after giving pro forma effect to such Restricted Payments and all other Restricted Payments since the end of the fiscal quarter used in
determining the Funded Net Debt Ratio; provided, however, that such Restricted Payments shall be excluded in the calculation of the amount of Restricted Payments for purpose of Section 4.04(a)(iv)(4). 

  
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 (c) The amount of all Restricted Payments (other than cash) shall be the Fair Market Value on the
date of the Restricted Payment of the assets (other than cash) proposed to be transferred. In the event that a Restricted Payment meets the criteria of more than one of the exceptions set forth in clauses (i) through (x) of
Section 4.04(b) or is permitted to be made by Section 4.04(a), the Company, in its sole discretion, may divide and classify such Restricted Payment in any manner that complies with this Section 4.04. 

SECTION 4.05. Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any
Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to: 

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

(ii) make loans or advances to the Company or any Restricted Subsidiaries, or 

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

except, in each case, for such encumbrances or restrictions existing under or by reason of: 

(1) this Indenture and the Notes; 

(2) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date,
including the Credit Agreement; 
 (3) applicable law; 

(4) any instrument governing Acquired Indebtedness or Capital Stock of a Person acquired by the Company or any Restricted
Subsidiary as in effect at the time of such acquisition (except to the extent such Indebtedness 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, however, that, in the case of an instrument governing Acquired Indebtedness, such Indebtedness was permitted by
the terms of this Indenture to be incurred; 

  
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 (5) customary non-assignment provisions in leases entered into in the ordinary
course of business and consistent with past practices; 
 (6) purchase money obligations for property or assets acquired in
the ordinary course of business that impose restrictions of the nature set forth in clause (iii) of this Section 4.05 on the property or assets so acquired; 

(7) any encumbrance or restriction in an agreement effecting a Refinancing of Indebtedness incurred pursuant to an agreement
referred to in clause (1), (2) or (4) of this Section 4.05 or this clause (7) or contained in any amendment to an agreement enumerated in such clause (1), (2) or (4) or this clause (7); provided,
however, that the encumbrances and restrictions contained in any such refinancing agreement or amendment are not materially less favorable to the Company (as determined by the Board of Directors in its reasonable and good faith judgment) than
encumbrances and restrictions contained in such predecessor agreements; 
 (8) the requirements of any Permitted
Securitization that are exclusively applicable to any bankruptcy remote Special Purpose Subsidiary formed in connection therewith; 

(9) the requirements of any Standard Securitization Undertakings; 

(10) in the case of clause (iii) of this Section 4.05, restrictions contained in security agreements or mortgages
securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to the Liens created thereby, or the Capital Stock of the Person whose assets consist, directly or indirectly, primarily
of the property securing such Indebtedness; provided, however, that such Liens were otherwise permitted to be incurred under this Indenture; 

(11) restrictions with respect to any Investment imposed in connection with the making of such Investment; 

(12) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or
disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; or 

(13) assignment provisions and provisions with respect to the distribution of assets or property or joint venture or
partnership interests in joint venture or partnership agreements and other similar agreements entered into in the ordinary course of business that are customary for such agreements; provided, however, that such provisions in the
aggregate, in the opinion of the management of the Company, do not materially and adversely affect the ability of the Company to make principal or interest payments on the Notes. 

  
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 SECTION 4.06. Limitation on Asset Sales. (a) The Company shall not, and shall not
permit any Restricted Subsidiary to, consummate an Asset Sale unless: 
 (i) the Company (or the Restricted Subsidiary, as
the case may be) receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets sold or otherwise disposed of, or Restricted Subsidiary Equity Interests issued, in such Asset Sale; and 

(ii) at least 75.0% of the consideration therefor received by the Company or such Restricted Subsidiary is in the form of cash
or Cash Equivalents; provided, however, that, for purposes of the provisions set forth in this clause (ii) and for no other purpose, the amount of (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 Guarantee thereof) 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 (or are otherwise extinguished in connection with the transactions relating to such Asset Sale),
(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 any Restricted Subsidiary into cash or Cash Equivalents within 180 days of
receipt, to the extent of the cash or Cash Equivalents received and (3) the Fair Market Value of any property or assets received (including any Capital Stock of any Person that shall be a Restricted Subsidiary following receipt thereof) that
are used or useful in any Related Business, in each case shall be deemed to be cash. 
 Within 365 days after the Company or any Restricted
Subsidiary’s receipt of such Net Cash Proceeds, the Company or such Restricted Subsidiary may apply such Net Cash Proceeds, at its option: 

(1) to prepay or otherwise pay or repay, purchase, redeem, defease, discharge, cash-collateralize or otherwise acquire or
retire (A) Secured Indebtedness of the Company or any Guarantor (and, if such Indebtedness is under a revolving credit facility, to correspondingly reduce commitments with respect thereto), (B) Senior Indebtedness (other than Secured
Indebtedness) of the Company or any Guarantor (and, if such Indebtedness is under a revolving credit facility, to correspondingly reduce commitments with respect thereto); provided, however, that if any such Senior Indebtedness described in this
clause (B) other than the Notes are repaid with such Net Cash Proceeds, the Company shall equally and ratably reduce the Notes through open-market purchases (provided, however, that such purchases are at or above 100% of the
principal amount thereof), by redeeming Notes in accordance with Section 3.07 or by making an offer (in accordance with the procedures set forth below for an Asset 

  
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Sale Offer) to all holders of the Notes to purchase at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, the pro rata principal amount of the Notes
or (C) Indebtedness of a Restricted Subsidiary that is not a Guarantor, in the case of each of clause (A), (B) and (C), other than Indebtedness owed to the Company or its Affiliates; 

(2) to make an Investment in any one or more businesses (provided, however, that if such Investment is in the
form of the acquisition of Capital Stock of a Person, such acquisition results in such Person becoming a Restricted Subsidiary if it is not already a Restricted Subsidiary), assets, or property or capital expenditures (including refurbishments), in
each case used or useful in a Related Business; or 
 (3) to make a combination of any prepayments or other payments or
repayments, purchases, redemptions, defeasances, discharges, cash collateralizations or other acquisitions or retirements and any Investments permitted by the foregoing clauses (1) and (2). 

In the case of an Investment contemplated by clause (2) above or clause (3) above, a binding commitment shall be treated as a
permitted application of the Net Cash Proceeds from the date of such commitment; provided, however, that in the event such binding commitment is later canceled or terminated for any reason before such Net Cash Proceeds are so applied,
the Company or Restricted Subsidiary enters into another binding commitment (a “Second Commitment”) to make an Investment permitted by such clause (2) or clause (3) within nine months of such cancellation or termination of
the prior binding commitment; provided further, however, that the Company and its Restricted Subsidiaries may only enter into a Second Commitment under the foregoing provision one time with respect to each Asset Sale. 

(b) If, on the 366th day after receipt by the Company or a Restricted Subsidiary of Net Cash Proceeds with respect to an Asset Sale, any such
Net Cash Proceeds have not been applied as permitted by Section 4.06(a) (such Net Cash Proceeds received and not so applied being “Excess Proceeds” and the date of such 366th day being an “Asset Sale Offer Trigger
Date”), the Company or one or more Restricted Subsidiaries shall make an offer to all Holders and, if required or permitted by the terms of any Senior Indebtedness, to the holders of such Senior Indebtedness, to purchase (the “Asset
Sale Offer”), on a date not less than 30 nor more than 60 days following the applicable Asset Sale Offer Trigger Date, from all Holders and holders of such Senior Indebtedness on a pro rata basis (or as nearly pro rata as practicable) based
on the accreted value or principal amount, as applicable, of the Notes and such Senior Indebtedness tendered pursuant to such Asset Sale Offer, that amount of Notes and such Senior Indebtedness equal to the applicable Excess Proceeds (minus any
federal, state, provincial, foreign and local taxes payable as a result of the transfer or deemed transfer of funds from the entity that made the Asset Sale to the entity that is making such Asset Sale Offer) at a price equal to 100.0% of the
principal amount of the Notes to be purchased, plus accrued and unpaid interest thereon, if any, to but excluding the date of purchase (or, 

  
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in respect of such Senior Indebtedness, the price provided for by the terms of such Senior Indebtedness); provided, however, that if at any time any non-cash consideration received
by the Company or any Restricted Subsidiary, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then,
solely for purposes of the definition of Net Cash Proceeds, such conversion or disposition shall be deemed to constitute an Asset Sale, and the Net Cash Proceeds thereof shall be applied in accordance with the provisions of this Section 4.06
governing the application of the Net Cash Proceeds from an Asset Sale. If Holders do not tender Notes in an aggregate principal amount at least equal to the applicable Excess Proceeds for purchase in connection with any Asset Sale Offer, the Company
and the Restricted Subsidiaries may use the portion of the Excess Proceeds not used to purchase Notes for any purpose not prohibited by this Indenture. Upon completion of each Asset Sale Offer, the Excess Proceeds shall be reduced by the amount of
the Asset Sale Offer. Notwithstanding the occurrence of an Asset Sale Offer Trigger Date, the Company and the Restricted Subsidiaries may defer the Asset Sale Offer until there is an aggregate unutilized Excess Proceeds of at least $25,000,000
resulting from one or more Asset Sales (at which time, the entire unutilized Excess Proceeds, and not just the amount in excess of $25,000,000, shall be applied as required pursuant to this Section 4.06). The Company and the Restricted
Subsidiaries may satisfy the obligations set forth in this Section 4.06(b) with respect to any Net Cash Proceeds from an Asset Sale by making an Asset Sale Offer with respect to such Net Cash Proceeds prior to an applicable Asset Sale Offer
Trigger Date. 
 If the date on which a Note is purchased pursuant to an Asset Sale Offer is on or after an interest record date and on or
before the related interest payment date, any accrued and unpaid interest on that Note shall be paid to the Person that was, at the close of business on such record date, the Holder of that Note, and no additional interest for the period to which
that interest record date relates shall be payable, with respect to that Note, to the Person who tendered that Note pursuant to the Asset Sale Offer. 

(c) Each Asset Sale Offer shall be mailed (or otherwise sent in accordance with applicable procedures of the Depository) to the record Holders
as shown on the register of Holders within 30 days following the Asset Sale Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth in this Indenture. Upon receiving notice of the Asset Sale Offer, Holders may
elect to tender their Notes in whole or in part in amounts equal to $2,000 or integral multiples of $1,000 in excess thereof in exchange for cash. To the extent Holders properly tender Notes in an amount exceeding the Excess Proceeds, the tendered
Notes shall be purchased on a pro rata basis (or as nearly pro rata as practicable) based on the amount of Notes tendered. An Asset Sale Offer shall remain open for a period of 20 Business Days or such longer period as may be required by law. 

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 and regulations are applicable in connection with the repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or 

  
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regulations conflict with the requirements of this Section 4.06, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its
obligations under such covenant by virtue thereof. 
 SECTION 4.07. Limitation on Affiliate Transactions. (a) The Company shall
not, and shall not permit any Restricted Subsidiary to, enter into, or be a party to, any transaction or series of related transactions with any Affiliate of the Company or such Restricted Subsidiary (other than the Company or a Restricted
Subsidiary) (each, an “Affiliate Transaction”), except for Affiliate Transactions: 
 (i) pursuant to terms
that, taken as a whole, are not materially less favorable to the Company or such Restricted Subsidiary than would be obtained in a comparable arm’s length transaction with a Person that is not an Affiliate (“Arm’s Length
Terms”); and 
 (ii) (1) if involving aggregate consideration in an amount equal to at least $15,000,000 but
less than or equal to $30,000,000, then determined by the disinterested members of the Board of Directors to be on Arm’s Length Terms, or 

(2) if involving aggregate consideration in an amount in excess of $30,000,000, then the Board of Directors has received a
written opinion from an Independent Qualified Party to the effect that the terms of such Affiliate Transaction are fair, from a financial point of view, to the Company or such Restricted Subsidiary or constitute Arm’s Length Terms. 

(b) Section 4.07(a) shall not apply to the following: 

(A) any employment, consulting, service, indemnification, termination or severance agreement or compensation plan or
arrangement entered into by the Company or any Restricted Subsidiary, and the transactions customarily provided for by any such agreement, plan or arrangement; 

(B) reasonable compensation (including bonuses) and other benefits (including retirement, health, stock option and other
benefit plans and transactions contemplated thereby) for directors, officers, employees and consultants of the Company and its Subsidiaries; 

(C) transactions between or among the Company and/or any Restricted Subsidiaries; 

(D) any transaction with any non-Affiliate that becomes an Affiliate as a result of such transaction; 

  
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 (E) (x) any agreement existing on the Issue Date, as in effect on the Issue
Date, or as modified, amended, amended and restated, supplemented or replaced so long as the terms of such agreement as modified, amended, amended and restated, supplemented or replaced, taken as a whole, are not materially more disadvantageous
to the Company and the Restricted Subsidiaries, taken as a whole, than the terms of such agreement as in effect on the Issue Date, as determined in good faith by the Board of Directors, and (y) any transaction contemplated by any such
agreement; 
 (F) loans or advances to employees or consultants in the ordinary course of business or approved by the Board
of Directors, but in any event not to exceed $2,000,000 in the aggregate outstanding at any one time, and cancellation or forgiveness or modification of the terms of such loans or advances; 

(G) the issuance or sale of any Equity Interests (other than Disqualified Stock) of the Company; 

(H) (x) the making of dealer loans, and the effecting of transactions with respect to such dealer loans, in the ordinary
course of business and on substantially the same basis as that on which the Company and its Subsidiaries make dealer loans to non-Affiliate dealer-partners and engage in transactions with respect to such dealer loans, and (y) other transactions
with customers, clients, joint-venture partners, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business, which are fair to the Company and the Restricted Subsidiaries in the reasonable determination
of the Company or are on terms not materially less favorable, taken as a whole, to the Company and the Restricted Subsidiaries than might reasonably have been obtained from a non-Affiliate; 

(I) transactions with a Person that is an Affiliate of the Company or a Restricted Subsidiary solely because the Company
directly or indirectly owns Equity Interests in, or controls, such Affiliate, other than transactions with Unrestricted Subsidiaries; 

(J) the transfer of Dealer Loans, Installment Contracts or Purchased Contracts or trust certificates issued to evidence the
residual interest in Dealer Loan Pools, Installment Contracts or Purchased Contracts, and the participation therein, and related rights and assets in connection with any Permitted Securitization; any other transaction effected in the ordinary course
as part of a Permitted Securitization; and the disposition of Dealer Loans 

  
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resulting from any purchases of the related Dealer’s right to payments relating to the Installment Contracts to which such Dealer Loans relate; 

(K) the making of any Restricted Payment permitted pursuant to Section 4.04; 

(L) the provision of management, financial and operational services by the Company or any Restricted Subsidiary to Unrestricted
Subsidiaries or joint ventures on terms that are determined by the Board of Directors to be fair to the Company or such Restricted Subsidiary; 

(M) any transaction with an Affiliate where the only consideration paid by the Company or any Restricted Subsidiary consists of
Equity Interests (other than Disqualified Stock) of the Company; and 
 (N) any transaction between a Special Purpose
Subsidiary and any Person that is an Affiliate of such Special Purpose Subsidiary solely because such Special Purpose Subsidiary directly or indirectly owns Equity Interests in, or controls, such Affiliate. 

SECTION 4.08. Limitation on Line of Business. The Company shall not, and shall not permit any Restricted Subsidiary to, engage in any
business other than Related Businesses, except to such extent as would not be material to the Company and its Subsidiaries taken as a whole. 

SECTION 4.09. Change of Control. (a) Upon the occurrence of a Change of Control, each Holder 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 set forth below (the “Change of Control Offer”) at an offer
price equal to 101% of the aggregate principal amount of such Holder’s Notes to be purchased plus accrued and unpaid interest thereon, if any, to but excluding the date of purchase (the “Change of Control Payment”). Within
30 days following any Change of Control, the Company shall mail (or otherwise send in accordance with applicable procedures of the Depository) a notice to each Holder (with a copy to the Trustee) describing the transaction or transactions that
constitute the Change of Control and offering to repurchase Notes on the 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 or sent (the “Change
of Control Payment Date”), pursuant to the procedures required by this Indenture and set forth in such notice. If the Change of Control Payment Date with respect to a Note is on or after an interest record date and on or before the related
interest payment date, any accrued and unpaid interest on that Note shall be paid to the Person that was, at the close of business on such record date, the Holder of that Note, and the Change of Control Payment with respect to that Note for the
period to 

  
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which that interest record date relates shall not include accrued and unpaid interest thereon. 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 and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. 

(b) On the Change of Control Payment Date, the Company shall, to the extent lawful, (i) accept for payment all Notes or portions thereof
properly tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered and (iii) deliver or cause to be
delivered to the Trustee the Notes so 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 mail (or, if applicable,
transmit by wire transfer) to each Holder of Notes so 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, however, 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) 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 Indenture
applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. 

SECTION 4.10. Limitation on Liens. The Company shall not, and shall not permit any Guarantor to, directly or indirectly, create, incur,
assume, permit or otherwise cause or suffer to exist or to become effective any Lien (other than Permitted Liens) on any of its property or assets (including Capital Stock of a Subsidiary), whether owned on the Issue Date or thereafter acquired,
securing any Indebtedness (the “Initial Lien”) without effectively providing that the Notes, or in the case of an Initial Lien on any property or assets of any Guarantor, the Notes Guarantee of such Guarantor, shall be secured
equally and ratably with (or prior to) the obligations so secured for so long as such obligations are so secured. 
 Any such Lien thereby
created in favor of the Notes or any Notes Guarantee will be automatically and unconditionally released and discharged upon (i) the release and discharge of each Initial Lien to which it relates, (ii) in the case of any such Lien in favor
of any such Notes Guarantee, upon the termination and discharge of such Notes Guarantee in accordance with the terms of this Indenture or (iii) any sale, exchange or transfer otherwise permitted pursuant to this Indenture to any Person other
than the Company or a Restricted Subsidiary of the property or assets secured by such Initial Lien. 

  
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 SECTION 4.11. Additional Guarantors. If any of the Company’s Restricted Subsidiaries
that is not a Guarantor issues a Guarantee of any Indebtedness of the Company or any Guarantor, then the Company shall cause such Restricted Subsidiary to execute and deliver a supplemental indenture providing for such Restricted Subsidiary’s
Notes Guarantee on the terms set forth in Article X; provided, however, that if such Indebtedness is by its express terms subordinated in right of payment to the Notes or any Guarantor’s Notes Guarantee, any such Guarantee by
such Restricted Subsidiary with respect to such Indebtedness shall be subordinate in right of payment to such Notes Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes or any Guarantor’s Notes Guarantee;
and provided further, that such provision shall not be applicable to any Guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in contemplation of such Person becoming
a Restricted Subsidiary. 
 Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture until released
from its Notes Guarantee in accordance with this Indenture. 
 The Company may, at its sole option, cause any Restricted Subsidiary to
become a Guarantor by executing and delivering a supplemental indenture to this Indenture providing for such Notes Guarantee. 
 SECTION
4.12. Limitation on Investment Company Status. The Company and its Subsidiaries shall not take any action, or otherwise permit to exist any circumstances, that would require the Company to register as an “investment company” under
the Investment Company Act of 1940, as amended. 
 SECTION 4.13. Further Instruments and Acts. Upon request of the Trustee, the
Company shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture. 

ARTICLE V 
 Successor Company

 SECTION 5.01. When Company May Merge or Transfer Assets. (a) The Company shall not consolidate or merge with or into
(whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, another Person unless: 

(i) the Company is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other
than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is organized or existing under the laws of the United States, any state thereof or the District of Columbia; 

  
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 (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, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes and this Indenture pursuant to a supplemental indenture
in a form reasonably satisfactory to the Trustee; 
 (iii) except in the case of a merger or consolidation of the Company
with or into a Wholly-Owned Restricted Subsidiary of the Company, immediately before and after such transaction no Default has occurred and is continuing; and 

(iv) except in the case of a merger or consolidation of the Company with or into a Wholly-Owned Restricted Subsidiary of the
Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made shall, at the time of
such transaction and after giving pro forma effect thereto as if such transaction had occurred at the end of the applicable fiscal quarter, either (A) be permitted to incur at least $1.00 of additional Ratio Indebtedness pursuant to
Section 4.03(a) or (B) have a Fixed Charge Coverage Ratio no less than that of the Company at such time without giving such pro forma effect thereto. 

Upon the consummation of any transaction effected in accordance with this Section 5.01(a), if the Company is not the continuing Person, the resulting,
surviving or transferee Person shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture and the Notes with the same effect as if such successor Person had been named as the Company in this
Indenture. Upon such substitution the Company, except in the case of a lease, shall be released from its obligations under this Indenture and the Notes. 

(b) Each Guarantor (other than any Guarantor whose Notes Guarantee is to be released in accordance with the terms of the Notes Guarantee and
this Indenture in connection with any transaction complying with Section 4.06) shall not, and the Company shall not cause or permit any such Guarantor to, consolidate with or merge with or into any Person other than the Company or another
Guarantor unless: 
 (i) the Person formed by or surviving any such consolidation or merger or to which such sale,
assignment, transfer, lease, conveyance or other disposition shall have been made is organized and existing under the laws of the United States, any State thereof or the District of Columbia; 

  
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 (ii) the Person formed by or surviving any such consolidation or merger or to
which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all of the obligations of the applicable Guarantor under its Notes Guarantee; 

(iii) immediately before and after giving effect to such transaction, no Default has occurred and is continuing; and 

(iv) except in the case of a merger or consolidation of a Guarantor with or into a Wholly-Owned Restricted Subsidiary of the
Company, immediately after giving effect to such transaction and the use of any net proceeds therefrom on a pro forma basis, the Company could satisfy Section 5.01(a)(iv). 

(c) The following additional condition shall apply to each transaction set forth in Sections 5.01(a) and 5.01(b): the Company shall have
delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such transaction and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with the
applicable provisions of this Indenture and, with respect to the Officers’ Certificate only, that all conditions precedent in this Indenture relating to such transaction have been satisfied and, with respect to the Opinion of Counsel only, that
such supplemental indenture is enforceable, subject to customary qualifications. 
 provided, however, that clauses (iii) and
(iv) of each of Sections 5.01(a) and 5.01(b) shall not be applicable to the Company or a Restricted Subsidiary merging with an Affiliate of the Company solely for the purpose of reincorporating the Company or such Restricted Subsidiary in
another permitted jurisdiction. 
 ARTICLE VI 

Defaults and Remedies 

SECTION 6.01. Events of Default. (a) Each of the following constitutes an “Event of Default”: 

(i) default in the payment when due of interest on the Notes, which default continues for 30 consecutive days; 

(ii) default in payment of the principal of or premium, if any, on the Notes when due, at Stated Maturity, upon optional
redemption, upon required repurchase or otherwise; 
 (iii) default by the Company in the performance of its obligations
under Section 5.01(a); 

  
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 (iv) the Company defaults in the performance of or breaches any other covenant or
agreement of the Company in this Indenture or under the Notes (other than a default specified in clause (i), (ii) or (iii) above), and such default or breach continues for a period of 60 consecutive days after written notice by the Trustee
to the Company or by the holders of 25.0% or more in aggregate principal amount of the Notes to the Company (with a copy to the Trustee); 

(v) (A) failure by the Company or any Restricted Subsidiary (other than a Special Purpose Subsidiary with respect to
Nonrecourse Indebtedness) to make a principal payment on any Indebtedness at or prior to the expiration of the applicable grace period after the final (but not any interim) fixed maturity of such Indebtedness, where the amount of such unpaid
principal exceeds $35,000,000 or (B) acceleration of Indebtedness of the Company or any Restricted Subsidiary (other than Nonrecourse Indebtedness of a Special Purpose Subsidiary) because of a default thereunder, where the total amount of such
Indebtedness accelerated exceeds $35,000,000; 
 (vi) one or more judgments, orders, decrees or arbitration awards are
entered against the Company or any Restricted Subsidiaries involving in the aggregate a liability (to the extent not paid when due or covered by insurance) of $35,000,000 or more and all such judgments, orders, decrees or arbitration awards have not
been paid and satisfied, vacated, discharged, stayed or fully bonded pending appeal within 90 days from the entry thereof; 

(vii) except as permitted by this Indenture, any Notes Guarantee of a Significant Subsidiary of the Company, or the Notes
Guarantees of a group of Guarantors that, taken together, would constitute a Significant Subsidiary of the Company, is held in a judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect or any
Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Notes Guarantee; 

(viii) the Company or any of its Significant Subsidiaries or any group of Subsidiaries of the Company that, taken together,
would constitute a Significant Subsidiary of the Company pursuant to or within the meaning of any Bankruptcy Law: 
 (A)
commences a voluntary case; 
 (B) consents to the entry of an order for relief against it in an involuntary case; 

  
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 (C) consents to the appointment of a Custodian of it or for any substantial part
of its property and assets; or 
 (D) makes a general assignment for the benefit of its creditors; 

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

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

(A) is for relief against the Company or any of its Significant Subsidiaries or any group of Subsidiaries of the Company that,
taken together, would constitute a Significant Subsidiary of the Company in an involuntary case; 
 (B) appoints a Custodian
of the Company or any of its Significant Subsidiaries or any group of Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary of the Company or for any substantial part of the property and assets of the Company,
any of its Significant Subsidiaries or any group of Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary of the Company; or 

(C) orders the winding up or liquidation of the Company or any of its Significant Subsidiaries or any group of Subsidiaries of
the Company that, taken together, would constitute a Significant Subsidiary of the Company; 
 and the order or decree remains unstayed and
in effect for 60 consecutive days or any similar relief is granted under any foreign laws and the order or decree remains unstayed and in effect for 60 consecutive days. 

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

(c) The term “Bankruptcy Law” means Title 11 of the United States Code, or any similar federal or state law for the relief of
debtors. The term “Custodian” means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law. 

SECTION 6.02. Acceleration. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25.0% in principal
amount of the then 

  
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outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising under clauses (viii) and (ix) of
Section 6.01(a), all outstanding Notes shall become due and payable without further action or notice. Holders of the Notes may not enforce this Indenture or the Notes except as provided in this 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 (except a Default relating to the
payment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. 
 In the event of a
declaration of acceleration because an Event of Default set forth in clause (v) of Section 6.01(a) has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default
triggering such Event of Default pursuant to such clause (v) shall be remedied or cured by the Company or the relevant Restricted Subsidiary or waived by the holders of the relevant Indebtedness within 30 days after the declaration of
acceleration with respect thereto. 
 SECTION 6.03. Waiver of Past Defaults. 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 and its consequences under this Indenture except a continuing Default in the payment of interest on, or the premium,
if any, on, or the principal of, the Notes. 
 SECTION 6.04. Other Remedies. If an Event of Default occurs and is continuing, the
Trustee may pursue any available remedy to collect the payment of principal of or premium, if any, or interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture. 

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay
or omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other
remedy. All available remedies are cumulative. 
 SECTION 6.05. Compliance Certificate. (a) The Company shall deliver to the
Trustee within 120 days after the end of each fiscal year of the Company ended after the Issue Date an Officers’ Certificate (for which one of the certifying Officers shall be the Company’s principal executive officer, principal
financial officer or principal accounting officer) stating that in the course of the performance by the signers of their duties as Officers of the Company they would normally have knowledge of any Default and whether or not the signers know of any
Default that occurred during such period. If they do, the certificate shall describe the Default, its status and what action the Company is taking or proposes to take with respect thereto. 

  
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 (b) The Company shall deliver to the Trustee, within 30 days after the occurrence thereof,
written notice in the form of an Officers’ Certificate of any Event of Default under clause (iii), (v), (vi), (vii) or (viii) of Section 6.01(a) and any event which with the giving of notice or the lapse of time would become an
Event of Default under clause (iv) of Section 6.01(a), its status and what action the Company is taking or proposes to take with respect thereto. 

SECTION 6.06. Control by Majority. The Holders of a majority in principal amount of the Notes may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to
Section 7.01, that the Trustee determines is unduly prejudicial to the rights of other Holders or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the
Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking
such action. 
 SECTION 6.07. Limitation on Suits. Except to enforce the right to receive payment of principal, premium, if any, or
interest when due, no Holder may pursue any remedy with respect to this Indenture or the Notes unless: 
 (a) the Holder
gives to the Trustee written notice stating that an Event of Default is continuing; 
 (b) the Holders of at least 25.0% in
principal amount of the Notes make a written request to the Trustee to pursue the remedy; 
 (c) such Holder or Holders offer
to the Trustee security or indemnity satisfactory to the Trustee against any loss, liability or expense; 
 (d) the Trustee
does not comply with the request within 60 days after receipt of the request and the offer of security or indemnity; and 

(e) the Holders of a majority in principal amount of the Notes do not give the Trustee a direction inconsistent with the
request during such 60-day period. 
 A Holder may not use this Indenture to prejudice the rights of another Holder or to obtain a
preference or priority over another Holder. In the event that Definitive Notes are not issued to any owner of a beneficial interest in a Global Note at a time at which such beneficial owner has a right to receive such Definitive Notes pursuant to
this Indenture, the Company expressly agrees and acknowledges that (1) such beneficial owner shall have standing to pursue a remedy pursuant to this Indenture to compel the issuance of such Definitive Notes to such beneficial owner and to
compel the registration of such Definitive Notes in the name of such beneficial owner in the register 

  
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maintained by the Registrar with respect to the Notes and (2) such beneficial owner shall be entitled, pending such issuance and registration, to sue for payment (which payment shall only be
made following such issuance and registration) of the monetary obligation to be represented by such Definitive Notes. The Company agrees that specific performance is an appropriate form for the remedy referenced in clause (1) of the
immediately-preceding sentence and shall not object to such form of such remedy. 
 SECTION 6.08. Rights of Holders to Receive
Payment. Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of principal of or premium, if any, or interest on the Notes held by such Holder, on or after the respective due dates expressed in the
Notes, 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 6.09. Collection Suit by Trustee. If an Event of Default specified in clauses (i) or (ii) of Section 6.01(a)
occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Company for the whole amount then due and owing (together with interest on any unpaid interest to the extent lawful) and the
amounts provided for in Section 7.07. 
 SECTION 6.10. Trustee May File Proofs of Claim. The Trustee may file such proofs of
claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and the Holders allowed in any judicial proceedings relative to the Company or any Guarantor, its creditors or its property and, unless
prohibited by law or applicable regulations, may vote on behalf of the Holders in any election of a trustee in bankruptcy or other Person performing similar functions, and any Custodian in any such judicial proceeding is hereby authorized by each
Holder to make payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and its counsel, and any other amounts due to the Trustee under Section 7.07. 
 SECTION 6.11.
Priorities. If the Trustee collects any money or property pursuant to this Article VI, it shall pay out the money or property in the following order: 

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

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

THIRD: to the Company or, to the extent the Trustee collects any amount for any Guarantor, to such Guarantor. 

  
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 The Trustee may fix a record date and payment date for any payment to the Holders pursuant to
this Section 6.11. At least 15 days before such record date, the Trustee shall mail to each Holder and the Company a notice that states the record date, the payment date and amount to be paid. 

SECTION 6.12. Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit against
the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable
costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section does not apply to a suit by the Trustee, a
suit by a Holder pursuant to Section 6.08 or a suit by Holders of more than 10.0% in aggregate principal amount of the Notes. 

SECTION 6.13. Waiver of Stay or Extension Laws. The Company (to the extent it may lawfully do so) shall not at any time insist upon, or
plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company (to
the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and shall not hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of
every such power as though no such law had been enacted. 
 ARTICLE VII 

Trustee 
 SECTION 7.01.
Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent man
would exercise or use under the circumstances in the conduct his own affairs. 
 (b) Except during the continuance of an Event of Default:

 (i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and
no implied covenants or obligations shall be read into this Indenture against the Trustee; and 
 (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. 

  
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 (c) The Trustee may not be relieved from liability 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
Trust 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 6.06. 

(d) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this
Section. 
 (e) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the
Company. 
 (f) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. 

(g) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the
performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured
to it. 
 (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee
shall be subject to the provisions of this Section and to the provisions of the TIA. 
 SECTION 7.02. Rights of Trustee. (a) The
Trustee may rely on any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document. 

(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel. The Trustee shall
not be liable for any action it takes or omits to take in good faith in reliance on the Officers’ Certificate or Opinion of Counsel. 

(c) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care.


  
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 (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which
it believes to be authorized or within its rights or powers; provided, however, that the Trustee’s conduct does not constitute willful misconduct or negligence. 

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

(f) The Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request of any Holder of
Notes, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. 

(g) The Trustee shall not be deemed to have knowledge of any Default or Event of Default except (i) during any period it is serving as
Registrar and Paying Agent for the Notes, any Event of Default occurring pursuant to Sections 6.01(a)(i) and 6.01(a)(ii), or (ii) any Default or Event of Default of which a Trust Officer shall have (x) received written notification at the
office of the Trustee specified in Section 11.02 and such notice references the Notes and this Indenture or (y) obtained “actual knowledge.” “Actual knowledge” shall mean the actual fact or statement of knowing by a
Trust Officer without independent investigation with respect thereto. 
 (h) In no event shall the Trustee be responsible or liable for
special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of
action. 
 (i) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of
officers authorized at such time to take specified actions pursuant to this Indenture. 
 SECTION 7.03. Individual Rights of Trustee.
(a) 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 its Affiliates with the same rights it would have if it were not Trustee. The
Paying Agent or Registrar may do the same with like rights. However, the Trustee must comply with Sections 7.10 and 7.11. 
 (b)
Notwithstanding Section 7.03(a), if the Trustee acquires any conflicting interest as described in the TIA, it must eliminate such conflict within 90 days; if this Indenture has been qualified under the TIA, apply to the SEC for permission to
continue as trustee under this Indenture; or resign. 
 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 

  
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Indenture or the Notes, it shall not be accountable for the Company’s use of the proceeds from the Notes, and it shall not be responsible for any statement of the Company in this Indenture
or in any document issued in connection with the sale of the Notes or in the Notes other than the Trustee’s certificate of authentication. 

SECTION 7.05. Notice of Defaults. If a Default occurs, is continuing and is known to the Trustee, the Trustee shall mail to each Holder
notice of the Default within 90 days after it occurs. Except in the case of a Default in the payment of principal of or premium, if any, or interest on any Note, the Trustee may withhold the notice if and so long as a committee of its Trust Officers
in good faith determines that withholding the notice is not opposed to the interests of the Holders. 
 SECTION 7.06. Reports by Trustee
to Holders. As promptly as practicable after each February 1 beginning with the February 1 following the date of this Indenture, and in any event prior to April 1 in each year, the Trustee shall mail (or otherwise send in
accordance with applicable procedures of the Depository) to each Holder a brief report dated as of February 1 of each year that complies with TIA § 313(a). The Trustee also shall comply with TIA § 313(b). 

A copy of each report at the time of its mailing to Holders shall be filed with the SEC and each stock exchange (if any) on which the Notes
are listed. The Company agrees to notify promptly the Trustee whenever the Notes become listed on any stock exchange and of any delisting thereof. 

SECTION 7.07. Compensation and Indemnity. The Company shall pay to the Trustee from time to time reasonable compensation for its
services. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred or made by it,
including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Trustee’s agents, counsel, accountants and experts. The
Company shall indemnify the Trustee against any and all loss, liability or expense (including reasonable attorneys’ fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder. The
Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee
may select separate counsel to represent it with respect to such claim, and the Company shall pay the fees and expenses of such counsel. The Company need not reimburse any expense or indemnify against any loss, liability or expense incurred by the
Trustee through the Trustee’s own willful misconduct, negligence or bad faith. 
 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 other than money or property held in trust to pay principal of and premium, if any, or interest on particular Notes. 

  
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 The Company’s payment obligations pursuant to this Section shall survive the discharge of
this Indenture. When the Trustee incurs expenses after the occurrence of a Default specified in Section 6.01(a)(viii) or (ix) with respect to the Company, the expenses are intended to constitute expenses of administration under the
Bankruptcy Law. 
 SECTION 7.08. Replacement of Trustee. The Trustee may resign at any time by so notifying the Company. The Holders
of a majority in principal amount of the Notes may remove the Trustee by so notifying the Trustee and may appoint a successor Trustee. The Company shall remove the Trustee if: 

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

(b) the Trustee is adjudged bankrupt or insolvent; 

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

(d) the Trustee otherwise becomes incapable of acting. 

If the Trustee resigns, is removed by the Company or by the Holders of a majority in principal amount of the Notes and such Holders do not
reasonably promptly appoint a successor Trustee, or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Company shall promptly appoint a successor Trustee.

 A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon the
resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail (or otherwise send in accordance with
applicable procedures of the Depository) a notice of its succession to Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.07. 

If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee or the
Holders of 10.0% in principal amount of the Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee. 

If the Trustee fails to comply with Section 7.10, any Holder may petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor Trustee. 
 Notwithstanding the replacement of the Trustee pursuant to this Section, the
Company’s obligations under Section 7.07 shall continue for the benefit of the retiring Trustee. 

  
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 SECTION 7.09. Successor Trustee by Merger. If the Trustee consolidates with, merges or
converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation without any further act shall be the successor Trustee.

 In case at the time such successor or successors by merger, conversion or consolidation to the Trustee shall succeed to the trusts
created by this Indenture any of the Notes shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Notes so authenticated; and in
case at that time any of the Notes shall not have been authenticated, any successor to the Trustee may authenticate such Notes either in the name of any predecessor hereunder or in the name of the successor to the Trustee; and in all such cases such
certificates shall have the full force which it is anywhere in the Notes or in this Indenture provided that the certificate of the Trustee shall have. 

SECTION 7.10. Eligibility; Disqualification. The Trustee shall at all times satisfy the requirements of TIA § 310(a). The
Trustee shall have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition. The Trustee shall comply with TIA § 310(b); provided, however, that there shall
be excluded from the operation of TIA § 310(b)(1) any indenture or indentures under which other securities or certificates of interest or participation in other securities of the Company are outstanding if the requirements for such
exclusion set forth in TIA § 310(b)(1) are met. 
 SECTION 7.11. Preferential Collection of Claims
Against Company. The Trustee shall comply with TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent
indicated. 
 ARTICLE VIII 

Discharge of Indenture; Defeasance 

SECTION 8.01. Satisfaction and Discharge. This Indenture shall be discharged and shall cease to be of further effect (except as to
surviving rights and immunities of the Trustee and rights of registration or transfer or exchange of the Notes, as expressly provided for in this Indenture) as to all outstanding Notes and Notes Guarantees when: 

(i) either: 

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


  
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 (2) all Notes not theretofore delivered to the Trustee for cancellation
(a) have become due and payable, (b) shall become due and payable at their stated maturity within one year or (c) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company has irrevocably deposited or caused to be deposited with the Trustee funds in an amount sufficient or
Government Securities, the principal of and interest on which shall be sufficient, or a combination thereof sufficient, to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for
principal of, premium, if any, and interest on the Notes to the date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be;

 (ii) the Company has paid all other sums payable under this Indenture by the Company; and 

(iii) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel stating that all
conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with. 
 SECTION
8.02. Legal Defeasance and Covenant Defeasance. (a) Subject to Sections 8.02(b) and 8.03, the Company at any time may terminate (1) all its obligations under the Notes and this Indenture (“Legal Defeasance”) or
(2) its obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 and 6.05 and the operation of Sections 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi), 6.01(a)(vii), 6.01(a)(viii) and 6.01(a)(ix) (but, in the case
of Sections 6.01(a)(viii) and 6.01(a)(ix), with respect only to Significant Subsidiaries or any group of Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary) and the limitations contained in
Section 5.01(a)(iv) (“Covenant Defeasance”). The Company may exercise a Legal Defeasance notwithstanding its prior exercise of Covenant Defeasance. 

If the Company exercises a Legal Defeasance, payment of the Securities may not be accelerated because of an Event of Default. If the Company
exercises a Covenant Defeasance, payment of the Securities may not be accelerated because of an Event of Default specified in Section 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi), 6.01(a)(vii), 6.01(a)(viii) or 6.01(a)(ix) (but, in the case of Sections
6.01(a)(viii) and 6.01(a)(ix), with respect only to Significant Subsidiaries or any group of Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary) or because of the failure of the Company to comply with
Section 5.01(a)(iv). If the Company exercises a Legal Defeasance or a Covenant Defeasance, each Guarantor, if any, shall be simultaneously released from all its obligations with respect to its Notes Guarantee. 

  
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 Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee
shall acknowledge in writing the discharge of those obligations that the Company terminates. 
 (b) Notwithstanding Sections 8.01 and
8.02(a), the Company’s obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 7.07 and 7.08 and in this Article VIII shall survive until the Notes have been paid in full. Thereafter, the Company’s obligations in Sections 7.07,
8.06 and 8.07 shall survive. 
 SECTION 8.03. Conditions to Defeasance. In order to exercise either Legal Defeasance or Covenant
Defeasance: 
 (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 thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if
any, and interest due on the outstanding Notes on the stated maturity date 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;

 (ii) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an opinion of counsel in the United
States reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (2) since the Issue
Date, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such opinion of counsel shall confirm that, the Holders will not recognize income, gain or loss for U.S. federal income
tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; 

(iii) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an opinion of counsel in the United
States reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will
be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; 

  
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 (iv) no Default shall have occurred and be continuing on the date of such deposit
(other than a Default resulting from the borrowing of funds to be applied to such 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 shall 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 the Guarantors with the intent of defeating, hindering, delaying or defrauding creditors of the Company or any
Guarantor or others; and 
 (vii) the Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel (which opinion may be subject to customary assumptions and exclusions), each stating that all conditions precedent provided for relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied
with. 
 Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption of Notes at a future
date in accordance with Article III. 
 SECTION 8.04. Application of Trust Money. The Trustee shall hold in trust money
or Government Securities deposited with it pursuant to this Article VIII. It shall apply the deposited money and the money from Government Securities through the Paying Agent and in accordance with this Indenture to the payment of
principal of and premium, if any, and interest on the Notes. 
 SECTION 8.05. Repayment to Company. The Trustee and the Paying Agent
shall promptly turn over to the Company upon request any excess money or securities held by them at any time. 
 Subject to any applicable
abandoned property law, the Trustee and the Paying Agent shall pay to the Company upon request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years, and, thereafter, Holders entitled
to the money must look to the Company for payment as general creditors. 
 SECTION 8.06. Indemnity for Government Securities. The
Company shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed on the Trustee in its capacity as such against deposited Government Securities or the principal and interest received on
such Government Securities. 

  
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 SECTION 8.07. Reinstatement. If the Trustee or Paying Agent is unable to apply any money
or Government Securities in accordance with this Article VIII by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the
Company’s and each Guarantor’s obligations under this Indenture, each Guarantee and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to this Article VIII until such time as the Trustee or Paying Agent is
permitted to apply all such money or Government Securities in accordance with this Article VIII; provided, however, that, if the Company has made any payment of premium, if any, or interest on or principal of any Notes
because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held by the Trustee or Paying Agent. 

ARTICLE IX 
 Amendments

 SECTION 9.01. Without Consent of Holders. Notwithstanding Section 9.02, without the consent of any Holder of Notes, the
Company, the Guarantors and the Trustee may amend or supplement this Indenture or the Notes: 
 (i) to cure any ambiguity,
omission, defect or inconsistency; 
 (ii) to provide for uncertificated Notes in addition to or in place of certificated
Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code); 

(iii) to provide for the assumption by a successor corporation of the obligations of the Company or a Guarantor to Holders
under this Indenture in the case of a merger or consolidation; 
 (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 Trust
Indenture Act; 
 (vi) to evidence and provide for the acceptance of appointment under this Indenture of a successor trustee;

 (vii) to add one or more Guarantors under this Indenture, or to secure the Notes or any of the Notes Guarantees; 

  
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 (viii) to conform the text of this Indenture, the Notes or any Notes Guarantee to
any provision of the section of the Offering Memorandum entitled “Description of Notes” to the extent that such provision in the section of the Offering Memorandum entitled “Description of Notes” was intended to be a verbatim
recitation of a provision of this Indenture, the Notes or such Notes Guarantee; 
 (ix) as necessary to conform this
Indenture to any exemptive orders under the Trust Indenture Act received by the Company or any Guarantor; 
 (x) to comply
with the rules of any applicable securities depositary; or 
 (xi) to make any amendment to the provisions of this Indenture
relating to the transfer and legending of Notes; provided, however, that (1) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any other applicable
securities law and (2) such amendment does not materially and adversely affect the rights of Holders to transfer Notes. 
 SECTION
9.02. With Consent of Holders. (a) Except as otherwise provided in this Article IX or Section 6.03, this Indenture and the Notes may be amended or supplemented (or a waiver may be granted with respect to any default or noncompliance
with any provision thereof) with the written consent of the Holders of a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Without
the consent of each Holder affected thereby, an amendment or waiver may not, among other things: 
 (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; 
 (iii) reduce the rate of or change the time for payment of interest on any Note; 

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

(v) (A) release any Guarantor from any of its obligations under its Notes Guarantee other than in accordance with the
terms of this Indenture or (B) adversely change any Notes Guarantee, except in each case as provided for in this Indenture; 

  
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 (vi) make any Note payable in money other than that stated in the Notes; 

(vii) 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 premium, if any, or interest on the Notes or to institute suit for the enforcement of any such payment; 

(viii) make any change to the provisions applicable to the redemption of any Note as set forth in Section 3.07; 

(ix) make any change in the ranking or priority of any Note that would adversely affect the Holders; or 

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

(b) The consent of the Holders is not necessary under this Indenture to approve the particular form of any proposed amendment. It is
sufficient if such consent approves the substance of the proposed amendment. 
 SECTION 9.03. Notice of Amendments. After an
amendment under this Indenture becomes effective, the Company shall mail (or otherwise send in accordance with applicable procedures of the Depository) to the Holders a notice briefly describing such amendment. However, the failure to give such
notice to all Holders, or any defect therein, shall not impair or affect the validity of the amendment. 
 SECTION 9.04. Compliance with
Trust Indenture Act. Every amendment to this Indenture or the Notes shall comply with the TIA, other than, to the extent this Indenture has not been qualified under the TIA, TIA § 314(d) and TIA § 314(b) or any successor
provisions thereto, as then in effect. 
 SECTION 9.05. Revocation and Effect of Consents and Waivers. (a) A consent to an
amendment or a waiver by a Holder of a Note shall bind the Holder and every subsequent Holder of that Note or portion of the Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent or waiver is not
made on the Note. However, any such Holder or subsequent Holder may revoke the consent or waiver as to such Holder’s Note or portion of the Note if the Trustee receives the notice of revocation before the date the amendment or waiver becomes
effective. After an amendment or waiver becomes effective, it shall bind every Holder. An amendment or waiver becomes effective upon the execution of such amendment or waiver by the Trustee. 

(b) The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to give their
consent or take any other 

  
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action set forth above or required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding the
immediately-preceding paragraph, those Persons who were Holders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent
previously given or to take any such action, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 120 days after such record date. 

SECTION 9.06. Notation on or Exchange of Notes. If an amendment changes the terms of a Note, the Trustee may require the Holder of the
Note to deliver it to the Trustee. The Trustee may place an appropriate notation on the Note regarding the changed terms and return it to the Holder. Alternatively, if the Company or the Trustee so determines, the Company in exchange for the Note
shall issue and the Trustee shall authenticate a new Note that reflects the changed terms. Failure to make the appropriate notation or to issue a new Note shall not affect the validity of such amendment. 

SECTION 9.07. Trustee To Sign Amendments. The Trustee shall sign any amendment authorized pursuant to this Article IX if the amendment
does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may but need not sign it. In signing such amendment the Trustee shall be entitled to receive indemnity reasonably satisfactory to it and
to receive, and (subject to Section 7.01) shall be fully protected in relying upon, an Officers’ Certificate and an Opinion of Counsel stating that such amendment is authorized or permitted by this Indenture. 

SECTION 9.08. Payment for Consent. Neither the Company nor any Affiliate of the Company shall, directly or indirectly, pay or cause to
be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered
to all Holders and is paid to all Holders that so consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or agreement. 

ARTICLE X 
 Guarantees 

SECTION 10.01. Guarantees. Each Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and
to the Trustee and its successors and assigns (a) the full and punctual payment of principal of and premium, if any, and interest on the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary
obligations of the Company under this Indenture and the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes (all the foregoing being
hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor further agrees that the Guaranteed Obligations may be extended or 

  
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renewed, in whole or in part, without notice or further assent from such Guarantor and that such Guarantor will remain bound under this Article X notwithstanding any extension or renewal of
any Guaranteed Obligation. 
 Each Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the
Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (1) the
failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Guarantor) under this Indenture, the Notes or any other agreement or otherwise; (2) any
extension or renewal of this Indenture, the Notes or any other agreement; (3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (4) the release of any
security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (5) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (6) except
as set forth in Section 10.06, any change in the ownership of such Guarantor. 
 Each Guarantor further agrees that its Guarantee
herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed
Obligations. 
 Except as expressly set forth in Sections 8.01, 8.02, 10.02 and 10.06, the obligations of each Guarantor hereunder
shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or
termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or
impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default,
failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Guarantor or would
otherwise operate as a discharge of such Guarantor as a matter of law or equity. 
 Each Guarantor further agrees that its Guarantee herein
shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or premium, if any, or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder
or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. 

  
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 In furtherance of the foregoing and not in limitation of any other right which any Holder or the
Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or premium, if any, or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity,
by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to
the Holders or the Trustee an amount equal to the sum (without duplication) of (A) the unpaid principal amount, including any premium thereon to the extent such premium has become due and payable, of such Guaranteed Obligations,
(B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (C) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. 

Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity
of the Guaranteed Obligations hereby may be accelerated as provided in Article VI for the purposes of such Guarantor’s Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the
Guaranteed Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article VI, such Guaranteed Obligations (whether or not due and payable) shall forthwith
become due and payable by such Guarantor for the purposes of this Section. 
 Each Guarantor also agrees to pay any and all costs and
expenses (including counsel fees and expenses) properly incurred by the Trustee or the Holders in enforcing any rights under this Section. 

SECTION 10.02. Limitation on Liability. Each Guarantor and, by its acceptance of Notes, each Holder hereby confirms that it is the
intention of all such parties that the Notes 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, state, provincial, foreign or local law to the extent applicable to any Notes Guarantee and the such Guarantor’s Notes Guarantee otherwise be limited to the maximum amount that can be guaranteed under applicable laws. Accordingly,
notwithstanding anything to the contrary in this Indenture, the obligations of each Guarantor under its Notes Guarantee shall be limited to the maximum amount that can be guaranteed under applicable laws, including Bankruptcy Law, the Uniform
Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, state, provincial, foreign or local law, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are
relevant under such laws. In the event of default in the payment of principal of or premium, if any, and interest in respect of the Notes (including any obligation to repurchase the Notes), the Trustee may institute legal proceedings directly
against the relevant Guarantor without first proceeding against the Company. 

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

SECTION 10.04. No Waiver. Neither a failure nor a delay on the part of either the Trustee or the Holders in exercising any right, power
or privilege under this Article X shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any right, power or privilege. The rights, remedies and benefits of the Trustee and the
Holders herein expressly specified are cumulative and not exclusive of any other rights, remedies or benefits which either may have under this Article X at law, in equity, by statute or otherwise. 

SECTION 10.05. Modification. No modification, amendment or waiver of any provision of this Article X, nor the consent to any
departure by any Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Trustee, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which
given. No notice to or demand on any Guarantor in any case shall entitle such Guarantor to any other or further notice or demand in the same, similar or other circumstances. 

SECTION 10.06. Release of Guarantor. A Guarantor’s Notes Guarantee shall terminate and be of no further force and effect and such
Guarantor shall be deemed to be released from all obligations under this Article X: 
 (a) upon the sale (including any sale
pursuant to any exercise of remedies by a holder of Indebtedness of the Company or of such Guarantor) or other disposition of such Guarantor (including by way of merger, consolidation or sale of its Capital Stock), 

(b) upon the sale or disposition of all or substantially all of the assets of such Guarantor (other than by lease), 

(c) upon the designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, 

(d) upon exercise by the Company of its option to elect Covenant Defeasance or Legal Defeasance pursuant to Article VIII, 

(e) upon a liquidation or dissolution of such Guarantor in compliance with this Indenture, 

  
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 (f) upon the release or discharge of the Guarantee that resulted in the creation
of such Notes Guarantee pursuant to Section 4.11, except a release or discharge by or as a result of payment under such Guarantee, or 

(g) upon the discharge of the Company’s obligations under this Indenture in accordance with Section 8.01 or otherwise
in accordance with the terms of this Indenture; 
 provided, however, that in the case of clauses (a) and (b) of this
Section 10.06, (i) such sale or other disposition is made to a Person other than the Company, a Restricted Subsidiary or any of their Affiliates and (ii) such sale or disposition is otherwise permitted by this Indenture. 

At the request of the Company, the Trustee shall execute and deliver an appropriate instrument evidencing such release. 

SECTION 10.07. Contribution. Each Guarantor that makes a payment under its Notes Guarantee shall be entitled upon payment in full of
all Guaranteed Obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors at
the time of such payment determined in accordance with GAAP. 
 SECTION 10.08. Non-Impairment. The failure to endorse a Notes
Guarantee on any Note shall not affect or impair the validity of such Notes Guarantee. 
 ARTICLE XI 

Miscellaneous 
 SECTION
11.01. Trust Indenture Act Controls. If any provision of this Indenture limits, qualifies or conflicts with another provision which is required to be included in this Indenture by the TIA, other than TIA § 314(d) or TIA § 314(b),
the required provision shall control. 
 SECTION 11.02. Notices. Any notice or communication by the Company or any Guarantor, on the
one hand, or the Trustee, on the other hand, to the other shall be in writing and delivered in person, mailed by first-class mail (registered or certified, return receipt requested), transmitted via facsimile or sent by overnight air courier
guaranteeing next-day delivery, addressed as follows: 
 if to the Company or any Guarantor: 

Credit Acceptance Corporation 

25505 W. Twelve Mile Road 

Southfield, Michigan 48034 

Facsimile: (866) 743-2704 

Attention: Treasurer 

  
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 if to the Trustee: 

U.S. Bank National Association 

Corporate Trust Services 

EP-MN-WS3C 
 60 Livingston Avenue

 St. Paul, Minnesota 55107-1419 

Attention: Credit Acceptance Corporate Administrator 

Facsimile: (651) 466-7430 

The Company, any Guarantor or the Trustee by notice to the others may designate additional or different addresses and/or facsimile numbers for
subsequent notices or communications. 
 Any notice or communication to a Holder shall be mailed by first-class mail (registered or
certified, return receipt requested) or sent by overnight air courier guaranteeing next-day delivery to such Holder at such Holder’s address as it appears on the registration books of the Registrar and shall be sufficiently given if so mailed
or sent within the time prescribed. All notices or communications shall be deemed to have been duly given at the time delivered in person, if so delivered; three Business Days after being deposited in the mail, postage prepaid, if mailed; upon
acknowledgment of receipt, if transmitted via facsimile; and the next Business Day after timely delivery to the courier if sent by overnight air courier guaranteeing next-day delivery. Notwithstanding any other provision of this Indenture or any
Note, where this Indenture or any Note requires or provides for notice (including any notice of redemption) or any other communication to a Holder, whether by mail or otherwise, such notice or communication shall be sufficiently given, with respect
a Holder of Global Notes, if given to the Depository (or its designee) in accordance with the applicable procedures of the Depository. 

Failure to mail or send a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other
Holders. If a notice or communication is delivered, mailed, transmitted or sent in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it. 

Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice,
either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in
reliance on such waiver. 
 In case it shall be impracticable to give notice in the manner provided above, including by reason of a
suspension of regular mail service, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder. 

  
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 SECTION 11.03. Communication by Holders with Other Holders. Holders may communicate
pursuant to TIA § 312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Company, any Guarantor, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c). 

SECTION 11.04. Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to
take or refrain from taking any action under this Indenture, the Company shall furnish to the Trustee: 
 (a) an
Officers’ Certificate in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied
with; and 
 (b) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee stating that, in the
opinion of such counsel (who may rely upon an Officers’ Certificate as to matters of fact), all such conditions precedent have been complied with. 

SECTION 11.05. Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a covenant or
condition provided for in this Indenture (other than pursuant to Section 6.05) shall include: 
 (a) a statement that
the individual making such certificate or opinion has read such covenant or condition; 
 (b) a brief statement as to the
nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; 

(c) a statement that, in the opinion of such individual, he has made such examination or investigation as is necessary to
enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and 
 (d)
a statement as to whether or not, in the opinion of such individual, such covenant or condition has been complied with. 
 SECTION 11.06.
When Notes Disregarded. 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 disregarded and deemed not to be outstanding, except that, for the purpose of determining whether the Trustee shall be protected in relying on any such


  
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direction, waiver or consent, only Notes which the Trustee knows are so owned shall be so disregarded. Subject to the foregoing, only Notes outstanding at the time shall be considered in any such
determination. 
 SECTION 11.07. Rules by Trustee, Paying Agent and Registrar. The Trustee may make reasonable rules for action by or
a meeting of Holders. The Registrar and the Paying Agent may make reasonable rules for their functions. 
 SECTION 11.08. Legal
Holidays. If a payment date is a Legal Holiday, payment shall be made on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period on any amount that would otherwise have been payable on such
payment date if it were not a Legal Holiday. If a regular record date is a Legal Holiday, the record date shall not be affected. 
 SECTION
11.09. Governing Law. This Indenture and the Notes shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to applicable principles of conflicts of law to the extent that the
application of the law of another jurisdiction would be required thereby. 
 SECTION 11.10. No Recourse Against Others. No director,
officer, employee, incorporator or shareholder of the Company, and no director, trustee, officer, employee, incorporator or shareholder (other than the Company or a Restricted Subsidiary) of any Subsidiary of the Company, as such, shall have any
liability for any obligations of the Company or any Guarantor under the Notes, this Indenture, any Notes Guarantee or any Registration Rights Agreement (as defined in the Appendix) or for any claim based on, in respect of or by reason of such
obligations or their creation. By accepting a Note, each Holder shall waive and release all such liability. This waiver and release shall be part of the consideration for the issue of the Notes. 

SECTION 11.11. 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. 
 SECTION 11.12. Multiple Originals. The parties may sign any number of
copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Indenture. 

SECTION 11.13. Table of Contents; Headings. The table of contents, cross-reference sheet and headings of the Articles and Sections of
this Indenture have been inserted for convenience of reference only, are not intended to be considered a part of this Indenture and shall not modify or restrict any of the terms or provisions of this Indenture. 

SECTION 11.14. Severability. In case any provision in this Indenture or the Notes shall be invalid, illegal or unenforceable, the
validity, legality and 

  
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enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and such provision shall be ineffective only to the extent of such invalidity, illegality or
unenforceability. 
 SECTION 11.15. 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. 

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

			
	CREDIT ACCEPTANCE CORPORATION
		
	By:	 	/s/ Douglas W. Busk
	Name:     Douglas W. Busk
	Title:       Senior Vice President and Treasurer


  

			
	BUYERS VEHICLE PROTECTION PLAN, INC.
		
	By:	 	/s/ Douglas W. Busk
	Name:     Douglas W. Busk
	Title:       Treasurer


  

			
	VEHICLE REMARKETING SERVICES, INC.
		
	By:	 	/s/ Douglas W. Busk
	Name:     Douglas W. Busk
	Title:       Treasurer


 [Signature Page to Indenture] 







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

			
	U.S. BANK NATIONAL ASSOCIATION
		
	By:	 	/s/ Donald T. Hurrelbrink
	Name:  Donald T. Hurrelbrink
	Title:    Vice President


 [Signature Page to Indenture] 







 RULE 144A/REGULATION S APPENDIX 

to the Indenture, dated as of March 30, 2015, 

among Credit Acceptance Corporation, a Michigan 

corporation, the Guarantors (as defined therein) listed 

on the signature pages thereto and U.S. Bank National Association, 

a national banking association, as trustee (the “Indenture”). 

PROVISIONS RELATING TO INITIAL NOTES, 

PRIVATE EXCHANGE NOTES, 

EXCHANGE NOTES AND 

REPLACEMENT NOTES 
  

	 	1.	Definitions 

 1.1 Definitions. For the purposes of this Rule 144A/Regulation
S Appendix (this “Appendix”), the following terms shall have the meanings indicated below (and other capitalized terms used but not defined in this Appendix shall have the meanings given to them in the Indenture, except as the
context requires otherwise): 
 “Applicable Procedures” means, with respect to any transfer or transaction involving a
Temporary Regulation S Global Note or beneficial interest therein, the rules and procedures of the Depository for such a Temporary Regulation S Global Note, to the extent applicable to such transaction and as in effect from time to time. 

“Definitive Note” means a certificated Note, other than a Global Note, bearing, if required, the appropriate Restrictive
Legends set forth in Section 2.3(e) of this Appendix. 
 “Depository” means The Depository Trust Company, its nominees
and their respective successors. 
 “Distribution Compliance Period”, with respect to any Notes, means the period of 40
consecutive days beginning on and including the later of (i) the day on which such Notes are first offered to Persons other than distributors (as defined in Regulation S under the Securities Act) in reliance on Regulation S and (ii) the
issue date with respect to such Notes. 
 “Exchange Notes” means (1) the 7.375% Senior Notes due 2023 issued pursuant
to the Indenture in connection with the Registered Exchange Offer pursuant to the Registration Rights Agreement, dated as of the Issue Date, among the Company, the Guarantors and Wells Fargo Securities, LLC, as representative of the Initial
Purchasers, and (2) Additional Notes, if any, issued pursuant to a registration statement filed with the SEC under the Securities Act. 

“Initial Notes” means (1) $250,000,000 aggregate principal amount of 7.375% Senior Notes due 2023 issued on the Issue
Date and (2) Additional Notes, if any, issued in a transaction exempt from the registration requirements of the Securities Act. 

“Initial Purchasers” means (1) with respect to the Initial Notes issued on the Issue Date, Wells Fargo Securities, LLC,
BMO Capital Markets Corp., Merrill Lynch, 







 
Pierce, Fenner & Smith Incorporated, Comerica Securities, Inc., Fifth Third Securities, Inc., J.P. Morgan Securities LLC and RBS Securities Inc. and (2) with respect to each
issuance of Additional Notes, the Persons purchasing such Additional Notes under the related Purchase Agreement. 
 “Notes”
means all the 7.375% Senior Notes due 2023 issued under the Indenture, treated as a single class. 
 “Notes Custodian”
means the custodian with respect to a Global Note (as appointed by the Depository), or any successor Person thereto and shall initially be the Trustee. 

“Private Exchange” means the offer by the Company, pursuant to the Registration Rights Agreement, to the Initial Purchasers
to issue and deliver to each Initial Purchaser, in exchange for the Initial Notes held by the Initial Purchaser as part of its initial distribution, a like aggregate principal amount of Private Exchange Notes. 

“Private Exchange Notes” means any 7.375% Senior Notes due 2023 issued in connection with a Private Exchange. 

“Purchase Agreement” means (1) with respect to the Initial Notes issued on the Issue Date, the Purchase Agreement dated
March 25, 2015, among the Company and the Initial Purchasers, and (2) with respect to each issuance of Additional Notes, the purchase agreement or underwriting agreement among the Company and the Persons purchasing such Additional Notes. 

“QIB” means a “qualified institutional buyer” as defined in Rule 144A. 

“Registered Exchange Offer” means the offer by the Company, pursuant to the Registration Rights Agreement, to certain Holders
of Initial Notes, to issue and deliver to such Holders, in exchange for the Initial Notes, a like aggregate principal amount of Exchange Notes registered under the Securities Act. 

“Registration Rights Agreement” means, as applicable, (1) the Registration Rights Agreement, dated as of the Issue Date,
among the Company, the Guarantors and Wells Fargo Securities, LLC, as representative of the Initial Purchasers and (2) with respect to each issuance of Additional Notes issued in a transaction exempt from the registration requirements of the
Securities Act, the registration rights agreement, if any, among the Company and the Persons purchasing such Additional Notes under the related Purchase Agreement. 

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

“Restrictive Legends” means the Restricted Note Legend, the Regulation S Legend, the Regulation S Global Note
Legend and the Temporary Regulation S Global Note Legend. 

  
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 “Rule 144A Notes” means all Notes offered and sold to QIBs in reliance on Rule
144A. 
 “Securities Act” means the Securities Act of 1933. 

“Shelf Registration Statement” means the registration statement issued by the Company in connection with the offer and sale
of Initial Notes or Private Exchange Notes pursuant to a Registration Rights Agreement. 
 “Transfer Restricted Notes”
means each Note until (i) the date on which such Transfer Restricted Note has been exchanged by a person other than a broker-dealer for a freely transferable Exchange Note in the Registered Exchange Offer, (ii) following the exchange by a
broker-dealer in the Registered Exchange Offer of a Note for an Exchange Note, the date on which such Exchange Note is sold to a purchaser who receives from such broker-dealer on or prior to the date of such sale a copy of the prospectus contained
in the Exchange Offer Registration Statement, (iii) the date on which such Note has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iv) the date on which such
Note (A) may be sold to the public in accordance with Rule 144 under the Securities Act by a person that is not an “affiliate” (as defined in Rule 144 under the Securities Act) of the Company where no conditions of
Rule 144 are then applicable (other than the holding period requirement in paragraph (d) of Rule 144 so long as such holding period requirement is satisfied at such time of determination) and (B) either (x) does not bear any
restrictive legends relating to the Securities Act or (y) does not bear a restricted CUSIP number. 
  

	 	1.2	Other Definitions 

  

					
	 Term
	  	Section of this
Appendix in Which
Definition
Appears:	 
	 “Agent Members”
	  	 	2.1	(b) 
		
	 “Definitive Note Legend”
	  	 	2.3	(e) 
		
	 “Global Note Legend”
	  	 	2.3	(e) 
		
	 “Global Notes”
	  	 	2.1	(a) 
		
	 “OID Legend”
	  	 	2.3	(e) 
		
	 “Permanent Regulation S Global Notes”
	  	 	2.1	(a) 
		
	 “Regulation S Global Note Legend”
	  	 	2.3	(e) 


  
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	 “Regulation S Global Notes”
		 	2.1	(a) 
		
	 “Regulation S Legend”
		 	2.3	(e) 
		
	 “Replacement Notes”
		 	2.2	  
		
	 “Restricted Global Notes”
		 	2.1	(a) 
		
	 “Restricted Note Legend”
		 	2.3	(e) 
		
	 “Rule 144A”
		 	2.1	(a) 
		
	 “Rule 144A Global Notes”
		 	2.1	(a) 
		
	 “Temporary Regulation S Global Note Legend”
		 	2.3	(e) 
		
	 “Temporary Regulation S Global Notes”
		 	2.1	(a) 
		
	 “Unrestricted Global Notes”
		 	2.1	(a) 

  

	 	2.	The Notes. 

 2.1(a) Form and Dating. The Initial Notes will be offered and
sold by the Company pursuant to a Purchase Agreement. The Initial Notes will be resold initially only to (i) QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”) and (ii) Persons other than U.S. Persons (as
defined in Regulation S) in reliance on Regulation S; provided that, unless the Company elects to provide for the offer or sale of Initial Notes in reliance on Regulation S in accordance with Rule 903 under the Securities Act (it being
understood that, as of the Issue Date, the Company has not made such election with respect to the Initial Notes), the immediately-preceding clause (ii) shall not apply to such Initial Notes, and provisions in this Appendix relating to
Regulation S Global Notes or the Regulation S Legend shall not be applicable to the extent they relate to Regulation S Global Notes or the Regulation S Legend. Initial Notes may thereafter be transferred to, among others, QIBs and purchasers in
reliance on Regulation S, subject to the restrictions on transfer set forth herein. Initial Notes initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered form
( “Rule 144A Global Notes”); and Initial Notes initially resold pursuant to Regulation S shall be issued initially in the form of one or more temporary global securities in fully registered form (“Temporary Regulation S
Global Notes”), in each case without interest coupons and with the global securities legend and the applicable Restrictive Legends, which shall be deposited on behalf of the purchasers of the Initial Notes represented thereby with the Notes
Custodian and registered in the name of the Depository or a nominee of the Depository, duly executed by the Company and authenticated by the Trustee as provided in the Indenture. Except as set forth in this Section 2.1(a), beneficial ownership
interests in a Temporary Regulation S Global Note will not be exchangeable for interests in Rule 144A Global Notes, permanent Regulation 

  
 A-4 








 
S global Notes (“Permanent Regulation S Global Notes” and, together with Temporary Regulation S Global Notes, “Regulation S Global Notes”) or any other Note
prior to the expiration of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Note or a Permanent Regulation S Global Note only upon
certification in form reasonably satisfactory to the Trustee that beneficial ownership interests in such Temporary Regulation S Global Note are owned either by non-U.S. persons or U.S. persons who purchased such interests in a transaction that did
not require registration under the Securities Act. 
 Beneficial interests in a Temporary Regulation S Global Note may be exchanged for
interests in Rule 144A Global Notes if (1) such exchange occurs in connection with a transfer of Notes in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S Global Note first
delivers to the Trustee a written certificate (substantially in the form of Exhibit III) to the effect that the beneficial interest in the Temporary Regulation S Global Note is being transferred to a Person (a) who the transferor reasonably
believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (c) in accordance with all applicable securities laws of the States of the United States and other
jurisdictions. 
 Beneficial interests in a Rule 144A Global Note may be transferred to a Person who takes delivery in the form of an
interest in a Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in the Indenture) to the
effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S or Rule 144 (if applicable). 

Rule 144A Global Notes, Temporary Regulation S Global Notes and Permanent Regulation S Global Notes are collectively referred to herein as
“Restricted Global Notes.” Any other Notes in global form, without Restrictive Legends, are collectively referred to herein as “Unrestricted Global Notes” (together with Restricted Global Notes, “Global
Notes”). The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided. 

(b) Book-Entry Provisions. This Section 2.1(b) shall apply only to a Global Note deposited with or on behalf of the
Depository. 
 The Company shall execute and the Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver
initially one or more Global Notes that (a) shall be registered in the name of the Depository for such Global Note or Global Notes or the nominee of such Depository and (b) shall be delivered by the Trustee to such Depository or pursuant
to such Depository’s instructions or held by the Trustee as custodian for the Depository. 

  
 A-5 








 Members of, or participants in, the Depository (“Agent Members”) shall have no
rights under the Indenture with respect to any Global Note held on their behalf by the Depository or by the Trustee as the custodian of the Depository or under such Global Note, and the Company, the Trustee and any agent of the Company or the
Trustee shall be entitled to treat the Depository as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee
from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices of such Depository governing the exercise of
the rights of a holder of a beneficial interest in any Global Note. 
 (c) Definitive Notes. Except as provided in this
Section 2.1 of this Appendix or Section 2.3 or 2.4 of this Appendix, owners of beneficial interests in Global Notes shall not be entitled to receive physical delivery of Definitive Notes. 

2.2 Authentication. The Trustee shall authenticate and deliver (1) on the Issue Date, an aggregate principal amount of
$250,000,000 7.375% Senior Notes due 2023, (2) any Additional Notes for an original issue in an aggregate principal amount specified in the written order of the Company pursuant to this Section 2.2, (3) Exchange Notes or Private
Exchange Notes for issue only in a Registered Exchange Offer or a Private Exchange, respectively, pursuant to a Registration Rights Agreement, for a like principal amount of Initial Notes and (4) any other Notes issued after the Issue Date in
replacement of or exchange for any Note in like principal amount (any such Notes, “Replacement Notes”), in each case upon a written order of the Company signed by an Officer. Such order shall specify the amount of the Notes to be
authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of any issuance of Additional Notes pursuant to Section 2.13 of the Indenture, shall certify that such issuance is in compliance with
Section 4.03 of the Indenture. 
 2.3 Transfer and Exchange. (a) Transfer and Exchange of Definitive Notes. When
Definitive Notes are presented to the Registrar with a request: 
 (x) to register the transfer of such Definitive
Notes; or 
 (y) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized
denominations, 
 the Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met;
provided, however, that the Definitive Notes surrendered for transfer or exchange: 
 (i) shall be duly
endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar, duly executed by the Holder thereof or its attorney duly authorized in writing; and 

  
 A-6 








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

(B) if such Definitive Notes are being transferred to the Company, a certification to that effect; or 

(C) if such Definitive Notes are being transferred (x) pursuant to an exemption from registration in accordance with
Rule 144A, Regulation S or Rule 144 under the Securities Act; or (y) in reliance upon another exemption from the requirements of the Securities Act: (i) a certification to that effect (in the form set forth on the reverse of the Note) and
(ii) if the Company so requests, an opinion of counsel or other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i) of this Appendix. 

(b) Restrictions on Transfer of a Definitive Note for a Beneficial Interest in a Restricted Global Note. A Definitive Note may not
be exchanged for a beneficial interest in a Rule 144A Global Note or a Permanent Regulation S Global Note except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a Definitive Note, duly endorsed or accompanied by
appropriate instruments of transfer, in form satisfactory to the Trustee, together with: 
 (i) certification, in the
form set forth on the reverse of the Note, that such Definitive Note is either (A) being transferred to a QIB in accordance with Rule 144A or (B) being transferred after expiration of the Distribution Compliance Period by a Person who
initially purchased such Note in reliance on Regulation S to a buyer who elects to hold its interest in such Note in the form of a beneficial interest in the Permanent Regulation S Global Note; and 

(ii) written instructions directing the Trustee to make, or to direct the Notes Custodian to make, an adjustment on its
books and records with respect to such Rule 144A Global Note (in the case of a transfer pursuant to clause (b)(i)(A) of this Section 2.3) or Permanent Regulation S Global Note (in the case of a transfer pursuant to clause (b)(i)(B) of this
Section 2.3) to reflect an increase in the aggregate principal amount of the Notes represented by the Rule 144A Global Note or Permanent Regulation S Global Note, as applicable, such instructions to contain information regarding the Depository
account to be credited with such increase, 

  
 A-7 








 then the Trustee shall cancel such Definitive Note and cause, or direct the Notes Custodian to cause, in
accordance with the standing instructions and procedures existing between the Depository and the Notes Custodian, the aggregate principal amount of Notes represented by the Rule 144A Global Note or Permanent Regulation S Global Note, as applicable,
to be increased by the aggregate principal amount of the Definitive Note to be exchanged and shall credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Rule 144A Global Note or
Permanent Regulation S Global Note, as applicable, equal to the principal amount of the Definitive Note so canceled. If no Rule 144A Global Notes or Permanent Regulation S Global Notes, as applicable, are then outstanding, the Company shall issue
and the Trustee shall authenticate, upon written order of the Company in the form of an Officers’ Certificate of the Company, a new Rule 144A Global Note or Permanent Regulation S Global Note, as applicable, in the appropriate principal amount.

 (c) Transfer and Exchange of Global Notes. 

(i) The transfer and exchange of Global Notes or beneficial interests therein shall be effected through the Depository, in
accordance with the Indenture (including applicable restrictions on transfer set forth herein, if any) and the procedures of the Depository therefor. A transferor of a beneficial interest in a Global Note shall deliver to the Registrar a written
order given in accordance with the Depository’s procedures containing information regarding the participant account of the Depository to be credited with a beneficial interest in the Global Note. The Registrar shall, in accordance with such
instructions instruct the Depository to credit to the account of the Person specified in such instructions a beneficial interest in the Global Note and to debit the account of the Person making the transfer of the beneficial interest in the Global
Note being transferred. 
 (ii) If the proposed transfer is a transfer of a beneficial interest in one Global Note to a
beneficial interest in another Global Note, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Global Note to which such interest is being transferred in an amount equal to the principal
amount of the interest to be so transferred, and the Registrar shall reflect on its books and records the date and a corresponding decrease in the principal amount of the Global Note from which such interest is being transferred. Upon such transfer,
the beneficial interest in such first-referenced Global Note shall cease to be an interest in such Global Note and shall become an interest in such other Global Note. 

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

  
 A-8 








 (iv) In the event that a beneficial interest in a Restricted Global Note is
exchanged for Definitive Notes under Section 2.4 of this Appendix, prior to the consummation of a Registered Exchange Offer or the effectiveness of a Shelf Registration Statement with respect to such Notes, such Notes may be exchanged only in
accordance with such procedures as are substantially consistent with the provisions of this Section 2.3 (including the certification requirements set forth on the reverse of the Initial Notes intended to ensure that such transfers comply with
Rule 144A, Regulation S or another applicable exemption under the Securities Act, as the case may be) and such other procedures as may from time to time be adopted by the Company. 

(d) Restrictions on Transfer of Temporary Regulation S Global Notes. During the Distribution Compliance Period, beneficial
ownership interests in Temporary Regulation S Global Notes may only be sold, pledged or transferred in accordance with the Applicable Procedures and only (i) to the Company, (ii) in an offshore transaction in accordance with Regulation S
(other than a transaction resulting in an exchange for an interest in a Permanent Regulation S Global Note), (iii) pursuant to an effective registration statement under the Securities Act, in each case in accordance with any applicable
securities laws of any State of the United States. 
 (e) Legend. In each case unless the Company determines otherwise in
compliance with applicable law: 
 (i) Except as permitted by the following paragraphs (ii), (iii), (iv) and
(v), each Note certificate evidencing Restricted Global Notes (and all Notes issued in exchange therefor or in substitution thereof), in the case of Notes offered otherwise than in reliance on Regulation S, shall bear a legend in substantially
the following form (the “Restricted Note Legend”): 
 THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION
EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. 

  
 A-9 








 THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS
NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO THE ISSUER OR ANY OF ITS WHOLLY-OWNED SUBSIDIARIES, (II) IN 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) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT,
(IV) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (V) UNDER ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR
(VI) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (VI) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND IN EACH OF CASES (III), (IV) AND
(V) SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION, AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THE ISSUER AND THE TRUSTEE
AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE. 

Each certificate evidencing a Note offered in reliance on Regulation S shall, in addition to the foregoing, bear a legend in
substantially the following form (the “Regulation S Legend”): 
 THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED
IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY
U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION 

  
 A-10 








 
REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT. 

Each Global Note shall also bear the following additional legend (and/or such other legend as may be required by the
Depository) (the “Global Note Legend”): 
 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
 TRANSFERS OF THIS GLOBAL
NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. 
 Each Regulation S Global Note shall also bear a
legend substantially in the following form (the “Regulation S Global Note Legend”): 
 UNTIL 40 DAYS AFTER THE LATER
OF COMMENCEMENT OR COMPLETION OF THE OFFERING, AN OFFER OR SALE OF SECURITIES WITHIN THE UNITED STATES BY A DEALER (AS DEFINED IN THE SECURITIES ACT) MAY VIOLATE THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IF SUCH OFFER OR SALE IS MADE
OTHERWISE THAN IN ACCORDANCE WITH RULE 144A THEREUNDER. 

  
 A-11 








 Each Temporary Regulation S Global Note shall also bear a legend substantially in
the following form (the “Temporary Regulation S Global Note Legend”): 
 EXCEPT AS SET FORTH BELOW, BENEFICIAL
OWNERSHIP INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL NOTE WILL NOT BE EXCHANGEABLE FOR INTERESTS IN THE PERMANENT REGULATION S GLOBAL NOTE OR ANY OTHER SECURITY REPRESENTING AN INTEREST IN THE SECURITIES REPRESENTED HEREBY WHICH DO NOT CONTAIN
A LEGEND CONTAINING RESTRICTIONS ON TRANSFER, UNTIL THE EXPIRATION OF THE “40-DAY DISTRIBUTION COMPLIANCE PERIOD” (WITHIN THE MEANING OF RULE 903(b)(2) OF REGULATION S UNDER THE SECURITIES ACT) AND THEN ONLY UPON CERTIFICATION IN FORM
REASONABLY SATISFACTORY TO THE TRUSTEE THAT SUCH BENEFICIAL INTERESTS ARE OWNED EITHER BY NON-U.S. PERSONS OR U.S. PERSONS WHO PURCHASED SUCH INTERESTS IN A TRANSACTION THAT DID NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT. DURING SUCH 40-DAY
DISTRIBUTION COMPLIANCE PERIOD, BENEFICIAL OWNERSHIP INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL NOTE MAY ONLY BE SOLD, PLEDGED OR TRANSFERRED (I) TO THE COMPANY, (II) OUTSIDE THE UNITED STATES IN A TRANSACTION IN ACCORDANCE WITH RULE 904
OF REGULATION S UNDER THE SECURITIES ACT, OR (III) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (III) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.
HOLDERS OF INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL NOTE WILL NOTIFY ANY PURCHASER OF THIS SECURITY OF THE RESALE RESTRICTIONS REFERRED TO ABOVE, IF THEN APPLICABLE. 

AFTER THE EXPIRATION OF THE DISTRIBUTION COMPLIANCE PERIOD BENEFICIAL INTERESTS IN 

  
 A-12 








 
THIS TEMPORARY REGULATION S GLOBAL NOTE MAY BE EXCHANGED FOR INTERESTS IN A RULE 144A GLOBAL NOTE ONLY IF (1) SUCH EXCHANGE OCCURS IN CONNECTION WITH A TRANSFER OF THE SECURITIES IN
COMPLIANCE WITH RULE 144A AND (2) THE TRANSFEROR OF THE REGULATION S GLOBAL NOTE FIRST DELIVERS TO THE TRUSTEE A WRITTEN CERTIFICATE (IN THE FORM ATTACHED TO THIS CERTIFICATE) TO THE EFFECT THAT THE REGULATION S GLOBAL NOTE IS BEING TRANSFERRED
(A) TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES TO BE A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A, (B) TO A PERSON WHO IS PURCHASING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, AND (C) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS. 

BENEFICIAL INTERESTS IN A RULE 144A GLOBAL NOTE MAY BE TRANSFERRED TO A PERSON WHO TAKES DELIVERY IN THE FORM OF AN INTEREST IN THE REGULATION
S GLOBAL NOTE, WHETHER BEFORE OR AFTER THE EXPIRATION OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD, ONLY IF THE TRANSFEROR FIRST DELIVERS TO THE TRUSTEE A WRITTEN CERTIFICATE (IN THE FORM ATTACHED TO THIS CERTIFICATE) TO THE EFFECT THAT SUCH
TRANSFER IS BEING MADE IN ACCORDANCE WITH RULE 903 OR 904 OF REGULATION S OR RULE 144 (IF AVAILABLE). 
 Each Definitive Note
shall also bear the following additional legend (the “Definitive Note Legend”): 
 IN CONNECTION WITH ANY TRANSFER, THE
HOLDER WILL DELIVER TO THE REGISTRAR SUCH CERTIFICATES AND OTHER INFORMATION AS THE REGISTRAR MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. 

Each Note that has more than a de minimis amount of original issue discount for U.S. federal income tax purposes,
as determined by the 

  
 A-13 








 
Company, shall bear a legend substantially in the following form on the face of such Note (with any amendments thereto necessary to reflect changes in U.S. federal income tax laws occurring after
the Issue Date) (the “OID Legend”): 
 FOR THE PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED, THIS NOTE IS BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT. YOU MAY CONTACT THE ISSUER AT 25505 W. TWELVE MILE ROAD, SOUTHFIELD, MICHIGAN 48034, ATTENTION: INVESTOR RELATIONS, AND THE ISSUER WILL PROVIDE YOU WITH THE ISSUE PRICE, THE
AMOUNT OF ORIGINAL ISSUE DISCOUNT, THE ISSUE DATE AND THE YIELD TO MATURITY OF THIS NOTE. 
 (ii) Upon any sale or
transfer of a Transfer Restricted Note that is a Definitive Note pursuant to Rule 144 under the Securities Act, the Registrar shall permit the transferee thereof to exchange such Transfer Restricted Note for a certificated Note that does not bear
the legend set forth above and rescind any restriction on the transfer of such Transfer Restricted Note, if the transferor thereof certifies in writing to the Registrar that such sale or transfer was made in reliance on Rule 144 (such
certification to be in the form set forth on the reverse of the Note). 
 (iii) After a transfer of any Initial Notes or
Private Exchange Notes pursuant to and during the period of the effectiveness of a Shelf Registration Statement with respect to such Initial Notes or Private Exchange Notes, as the case may be, all requirements pertaining to legends on such Initial
Note or such Private Exchange Note will cease to apply, the requirements requiring any such Initial Note or such Private Exchange Note issued to certain Holders be issued in global form will cease to apply, and a certificated Initial Note or Private
Exchange Note or an Initial Note or Private Exchange Note in the form of an Unrestricted Global Note, in each case without Restrictive Legends, will be available to the transferee of the Holder of such Initial Notes or Private Exchange Notes upon
exchange of such transferring Holder’s certificated Initial Note or Private Exchange Note or directions to transfer such Holder’s interest in the Global Note, as applicable. 

(iv) Upon the consummation of a Registered Exchange Offer with respect to the Initial Notes, all requirements pertaining
to such Initial Notes that Initial Notes issued to certain Holders be issued in global form will still apply with respect to Holders of such Initial Notes that do not exchange their Initial Notes, and Exchange Notes in certificated form or in the
form of an Unrestricted Global Note, in each case without the Restrictive Legends, will be available to Holders that exchange such Initial Notes in such Registered Exchange Offer. 

  
 A-14 








 (v) At the option of the Company and upon compliance with the following
procedures, the beneficial interests in a Restricted Global Note shall be exchanged for beneficial interests in an Unrestricted Global Note, without the Restrictive Legends. In order to effect such exchange, the Company shall provide written notice
to the Trustee instructing the Trustee to (i) direct the Depository to transfer the specified amount of the outstanding beneficial interests in a particular Restricted Global Note to an Unrestricted Global Note and provide the Depository with
all such information as is necessary for the Depository to appropriately credit and debit the relevant Holder accounts and (ii) provide prior written notice to all Holders of such exchange through the Depository or its nominee, which notice
must include the date such exchange is proposed to occur, the CUSIP number of the relevant Restricted Global Note and the CUSIP number of the Unrestricted Global Note into which such Holders’ beneficial interests will be exchanged. As a
condition to any such exchange pursuant to this Section 2.3(e)(v), the Trustee shall be entitled to receive from the Company, and rely conclusively without any liability, upon an Officers’ Certificate to the effect that such transfer of
beneficial interests to the Unrestricted Global Note shall be effected in compliance with the Securities Act. The Company may request from Holders, and Holders shall promptly provide, such information the Company reasonably determines is required in
order to be able to deliver such Officers’ Certificate. Upon such exchange of beneficial interests pursuant to this Section 2.3(e)(v), the Registrar shall endorse the “schedule of increases and decreases in global note” to the
relevant Global Notes and reflect on its books and records the date of such transfer and a decrease and increase, respectively, in the principal amount of the applicable Restricted Global Note(s) and Unrestricted Global Notes, respectively, equal to
the principal amount of beneficial interests transferred. Following any such transfer pursuant to this Section 2.3(e)(v) of all of the beneficial interests in a Restricted Global Note, such Restricted Global Note shall be cancelled. 

(vi) Upon the consummation of a Private Exchange with respect to the Initial Notes, all requirements pertaining to such
Initial Notes that Initial Notes issued to certain Holders be issued in global form will still apply with respect to Holders of such Initial Notes that do not exchange their Initial Notes, and Private Exchange Notes in global form with the
applicable Restrictive Legends and other applicable legends set forth in Section 2.3(e)(i) of this Appendix will be available to Holders that exchange such Initial Notes in such Private Exchange. 

  
 A-15 








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

(g) No Obligation of the Trustee. 

(i) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Note, a member of, or a
participant in the Depository or other Person with respect to the accuracy of the records of the Depository or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery
to any participant, member, beneficial owner or other Person (other than the Depository) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Notes. All notices and communications to be given
to the Holders and all payments to be made to Holders under the Notes shall be given or made only to or upon the order of the registered Holders (which shall be the Depository or its nominee in the case of a Global Note). The rights of beneficial
owners in any Global Note shall be exercised only through the Depository subject to the applicable rules and procedures of the Depository. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with
respect to its members, participants and any beneficial owners. 
 (ii) The Trustee shall have no obligation or duty to
monitor, determine or inquire as to compliance with any restrictions on transfer imposed under the Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depository
participants, members or beneficial owners in any Global 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 the
Indenture, and to examine the same to determine substantial compliance as to form with the express requirements of the Indenture. 
 2.4
Definitive Notes. (a) A Global Note deposited with the Depository or with the Trustee as Notes Custodian for the Depository pursuant to Section 2.1 of this Appendix shall be transferred to the beneficial owners thereof in the form
of Definitive Notes in an aggregate principal amount equal to the principal amount 

  
 A-16 








 
of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 of this Appendix and (i) the Depository notifies the Company that it is unwilling
or unable to continue as Depository for such Global Note and the Depository fails to appoint a successor depository or if at any time such Depository ceases to be a “clearing agency” registered under the Exchange Act, in either case, and a
successor depository is not appointed by the Company within 120 days of such notice, or (ii) the Depository so requests and an Event of Default has occurred and is continuing or (iii) the Company, in its sole discretion, notifies the
Trustee in writing that it elects to cause the issuance of Definitive Notes under the Indenture. 
 (b) Any Global Note that is
transferable to the beneficial owners thereof pursuant to this Section 2.4 shall be surrendered by the Depository to the Trustee located at its principal corporate trust office in the Borough of Manhattan, The City of New York, to be so
transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized
denominations. Any portion of a Global Note transferred pursuant to this Section 2.4 shall be executed, authenticated and delivered only in denominations of $2,000 principal amount and any integral multiple of $1,000 in excess thereof and
registered in such names as the Depository shall direct. Any Definitive Note delivered in exchange for an interest in the Transfer Restricted Note shall, except as otherwise provided by Section 2.3(e) of this Appendix, bear the applicable
Restrictive Legends and the Definitive Note Legend, unless the Company determines otherwise in compliance with applicable law. 

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

(d) In the event of the occurrence of one of the events specified in Section 2.4(a) of this Appendix, the Company shall promptly
make available to the Trustee a reasonable supply of Definitive Notes in definitive, fully registered form without interest coupons. In the event that Definitive Notes are not issued to any owner of a beneficial interest in a Global Note at a time
at which such beneficial owner has a right to receive such Definitive Notes pursuant to the Indenture, the Company expressly agrees and acknowledges that (1) such beneficial owner shall have standing to pursue a remedy pursuant to the Indenture
to compel the issuance of such Definitive Notes to such beneficial owner and to compel the registration of such Definitive Notes in the name of such beneficial owner in the register maintained by the Registrar with respect to the Notes and
(2) such beneficial owner shall be entitled, pending such issuance and registration, to sue for payment (which payment shall only be made following such issuance and registration) of the monetary obligation to be represented by such Definitive
Notes. The Company agrees that specific performance is an appropriate form for the remedy referenced in clause (1) of the immediately-preceding sentence and shall not object to such form of such remedy. 

  
 A-17 








 EXHIBIT I 

to 
 RULE 144A/REGULATION S APPENDIX

 to the Indenture, dated as of March 30, 2015 

among Credit Acceptance Corporation, a Michigan 

corporation, the Guarantors (as defined therein) listed 

on the signature pages thereto and U.S. Bank National Association, 

a national banking association, as trustee 

[FORM OF FACE OF INITIAL NOTE] 

[Insert the OID Legend, if applicable] 

[Insert the Global Note Legend, if applicable] 

[Insert the Regulation S Global Note Legend, if applicable] 

[Insert the Restricted Note Legend, if applicable] 

[Insert the Regulation S Legend, if applicable] 

[Insert the Temporary Regulation S Global Note Legend, if applicable] 

[Insert the Definitive Note Legend, if applicable] 







 CUSIP No.
                             

ISIN
                                         
        
  

			
	No.         		$        

 7.375% Senior Notes due 2023 

Credit Acceptance Corporation, a Michigan corporation, promises to pay to
                            , or registered assigns, the principal sum of
                             Dollars (as such sum may be increased or decreased as reflected on the
Schedule of Increases and Decreases in Global Note attached hereto) on March 15, 2023. 
 Interest Payment Dates: March 15 and
September 15. 
 Record Dates: March 1 and September 1. 

Additional provisions of this Note are set forth on the other side of this Note. 

  
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 Dated: 
  

			
	CREDIT ACCEPTANCE CORPORATION
		
	    By		 
			Name:
			Title:


  
 I-3 








 TRUSTEE’S CERTIFICATE OF 

AUTHENTICATION 
  

			
	 U.S. BANK NATIONAL ASSOCIATION,

  as Trustee, certifies that this is one of the Notes

  referred to in the Indenture.

		
	  By		 
			Authorized Signatory


  
 I-4 








 [FORM OF REVERSE SIDE OF INITIAL NOTE] 

7.375% Senior Note due 2023 
  

	1.	Interest 

 Credit Acceptance Corporation, a Michigan corporation (such corporation, and
its successors and assigns under the Indenture hereinafter referred to, being herein called the “Company”), promises to pay interest on the principal amount of this Note at the rate per annum shown above[; provided,
however, that if a Registration Default (as defined in the Applicable Registration Rights Agreement (as defined in paragraph 20 of this Note)) occurs, additional interest will accrue on this Note at a rate of 0.25% per annum (increasing
by an additional 0.25% per annum after each consecutive 90-day period that occurs after the date on which such Registration Default occurs up to a maximum additional interest rate of 1.00%) from and including the date on which any such
Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Within a reasonable amount of time following the occurrence of a Registration Default, the Company will provide notice to the Trustee of
such Registration Default].1 The Company will pay interest on the Notes semiannually in arrears on March 15 and September 15 of each year, commencing September 15, 2015. Interest on
the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the March 30, 2015 (or, in the case of any Additional Notes as to which no interest has been paid, from any later date as
specified in such Additional Notes). Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company will pay interest on overdue principal at the rate borne by this Note, and it
will pay interest on overdue installments of interest at the same rate to the extent lawful. 
  

	2.	Method of Payment 

 The Company will pay interest on the Notes (except defaulted
interest) to the Persons who are registered holders of Notes at the close of business on the March 1 or September 1 next preceding the interest payment date even if Notes are canceled after the record date and on or before the interest
payment date. Holders must surrender Notes to a Paying Agent to collect principal payments. The Company will pay principal, premium, if any, and interest on the Notes in money of the United States that at the time of payment is legal tender for
payment of public and private debts. Principal, premium, if any, and interest on the Notes will be payable at the office or agency of the Company 

 

	1 	 To be included only if there is a Registration Rights Agreement (as defined in the Appendix) applicable to this Note and subject to modification as
necessary to reflect the terms of such Registration Rights Agreement, if any. 



  
 I-5 








 
maintained for such purpose within the City and State of New York or, at the option of the Company, payment of interest may be made by check mailed to the Holders of the Notes at their respective
addresses set forth in the register of Holders of Notes; provided, however, that all payments of principal, premium and interest with respect to Notes the Holders of which have given wire transfer instructions to the Company will be
required to be made by wire transfer of immediately available funds to the accounts specified by the Holders thereof. Until otherwise designated by the Company, the Company’s office or agency in the City and State of New York will be the office
of the Trustee maintained for such purpose, which shall initially be 100 Wall Street, Suite 1600, New York, NY 10005, Attention: Corporate Trust Department. Payments in respect of the Notes represented by a Global Note (including principal, premium,
if any, and interest) will be made by wire transfer of immediately available funds to the accounts specified by the Depository. The Company will make all payments in respect of a certificated Note (including principal, premium and interest) by
mailing a check to the registered address of each Holder thereof; provided, however, that payments on a certificated Note will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States
if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 30 days immediately preceding the relevant due date for payment (or such other date
as the Trustee may accept in its discretion). 
  

	3.	Paying Agent and Registrar 

 Initially, the Trustee shall act as Paying Agent and
Registrar. The Company may appoint and change any Paying Agent or Registrar without notice. The Company or any Wholly-Owned Restricted Subsidiary of the Company incorporated or organized within the United States of America may act as Paying Agent or
Registrar. 
  

	4.	Indenture 

 The Company issued the Notes under an Indenture dated as of March 30,
2015 (the “Indenture”), among the Company, the 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 (15
U.S.C. §§ 77aaa-77bbbb) (the “Act”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Holders are referred
to the Indenture and the Act for a statement of those terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture (including those made part of the Indenture by reference to the Act, if any), the provisions
of the Indenture shall govern and be controlling. 
 The Company shall be entitled, subject to its compliance with Section 4.03 of the
Indenture, to issue Additional Notes pursuant to Section 2.13 of the Indenture. The Initial Notes issued on the Issue Date and any Additional Notes, Exchange Notes, Private Exchange Notes and Replacement Notes will be treated as a single class
for all purposes under the Indenture. The Indenture contains covenants (i) that impose certain limitations 

  
 I-6 








 
on the ability of the Company and the Restricted Subsidiaries to, among other things, incur or guarantee additional indebtedness; pay dividends or distributions on, or redeem or repurchase,
capital stock; make investments; engage in transactions with Affiliates; create liens on assets; transfer or sell assets; guarantee indebtedness; and restrict dividends or other payments of subsidiaries; and (ii) that impose certain limitations
on the ability of the Company and each Guarantor to consolidate, merge or transfer all or substantially all of its assets. These covenants are subject to important exceptions and qualifications. 

 

	5.	Optional Redemption 

 At any time and from time to time prior to March 15, 2018,
the Notes may be redeemed at the Company’s option, in whole or in part, at a redemption price equal to 100.0% of the principal amount of the Notes redeemed, plus accrued and unpaid interest thereon, if any, to but excluding the applicable
Redemption Date, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date, plus the Applicable Premium as of the applicable Redemption Date. 

On and after March 15, 2018, the Notes may be redeemed, at the Company’s option, in whole or in part, at any time and from time to
time, at the redemption prices set forth below. The Notes shall be redeemable at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below plus accrued and unpaid interest thereon, if any, to
but excluding the applicable Redemption Date, subject to the right of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the 12-month period beginning on March 15 of
each of the years indicated below: 
  

					
	 Year
	  	Percentage	 
	 2018
	  	 	105.531	% 
	 2019
	  	 	103.688	% 
	 2020
	  	 	101.844	% 
	 2021 and thereafter
	  	 	100.000	% 

 In addition, at any time on or prior to March 15, 2018, the Company may on any one or more occasions
redeem up to an aggregate of 35.0% of the aggregate principal amount of the Notes at a redemption price of 107.375% of the principal amount of the Notes redeemed, plus accrued and unpaid interest thereon, if any, to but excluding the applicable
Redemption Date, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date, with the Net Cash Proceeds of a public offering of common stock of the Company; provided,
however, that at least 65.0% in aggregate principal amount of the Notes remains outstanding immediately after the occurrence of such redemption and that such redemption shall occur within 90 days of the date of the closing of such public
offering. 

  
 I-7 








 If the Redemption Date with respect to a Note to be redeemed is on or after an interest record
date and on or before the related interest payment date, any accrued and unpaid interest on that Note shall be payable to the Person that was, at the close of business on such record date, the Holder of that Note, and no additional interest for the
period to which that interest record date relates shall be payable with respect to that Note. 
  

	6.	Notice of Redemption 

 Notice of redemption will be mailed at least 30 days but not more
than 60 days before the applicable Redemption Date to each Holder of Notes to be redeemed at his registered address. No Notes of $2,000 or less shall be redeemed in part. Notes in denominations larger than $2,000 principal amount may be redeemed in
part, but only in whole multiples of $1,000. Notes called for redemption become due on the applicable Redemption Date. On and after the applicable Redemption Date, interest ceases to accrue on Notes or portions of them called for redemption. 

 

	7.	Repurchase of Notes at the Option of the Holders upon Change of Control and Asset Sales 


Upon a Change of Control, any Holder of Notes will have the right to cause the Company to repurchase all or any part (equal to $2,000 or an
integral multiple of $1,000 in excess thereof) of the Notes of such Holder at a repurchase price equal to 101% of the principal amount of the Notes to be repurchased plus accrued and unpaid interest to but excluding the date of repurchase (subject
to the right of holders of record on the relevant record date to receive interest due on the related interest payment date) as provided in, and subject to the terms of, the Indenture. 

In accordance with Section 4.06 of the Indenture, the Company will be required to offer to purchase Notes upon the occurrence of certain
events. 
  

	8.	Guarantee 

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

	9.	Denominations; Transfer; Exchange 

 The Notes are in registered form without coupons in
denominations of $2,000 principal amount and whole multiples of $1,000 in excess thereof. A Holder may transfer or exchange Notes in accordance with the Indenture. The Registrar and the Trustee may require a Holder to, among other things, 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 shall not be required to transfer or


  
 I-8 








 
exchange, and the Registrar need not register the transfer or exchange, of any Note selected for redemption (except, in the case of a Note to be redeemed in part, the portion of the Note not to
be redeemed) or any Note for a period of 15 days before a selection of Notes to be redeemed or 15 days before an interest payment date. 
  

	10.	Persons Deemed Owners 

 The registered Holder of this Note shall be treated as the owner
of it for all purposes. 
  

	11.	Unclaimed Money 

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

	12.	Discharge and Defeasance 

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

	13.	Amendment, Waiver 

 Subject to certain exceptions set forth in the Indenture,
(a) the Indenture and the Notes may be amended or supplemented (and waivers granted with respect to any provisions thereof) with the written consent of the Holders of a majority in principal amount of the Notes then outstanding and (b) any
default or noncompliance with any provision thereof may be waived with the written consent of the Holders of a majority in principal amount of the Notes then outstanding. Subject to certain exceptions set forth in the Indenture, without the consent
of any Holder, the Company, the Guarantors and the Trustee may amend or supplement the Indenture or the Notes to cure any ambiguity, omission, defect or inconsistency; to provide for uncertificated Notes in addition to or in place of certificated
Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code); to provide for the assumption by a successor corporation of the obligations of the Company or a Guarantor to Holders under
the Indenture in the case of a merger or consolidation; 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 Trust Indenture Act; to evidence and provide for the acceptance of appointment under the Indenture of a successor trustee; to add one or
more Guarantors under the Indenture, or to secure the Notes or any of the Notes Guarantees; to conform the text of 

  
 I-9 








 
the Indenture, the Notes or any Notes Guarantee to any provision of the section of the Offering Memorandum entitled “Description of Notes” to the extent that such provision in the
section of the Offering Memorandum entitled “Description of Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Notes or such Notes Guarantee; as necessary to conform the Indenture to any exemptive orders
under the Trust Indenture Act received by the Company or any Guarantor; or to make any amendment to the provisions of the Indenture relating to the transfer and legending of Notes; provided, however, that (1) compliance with the
Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any other applicable securities law and (2) such amendment does not materially and adversely affect the rights of Holders to transfer
Notes. 
  

	14.	Defaults and Remedies 

 Under the Indenture and subject to the terms of the Indenture,
Events of Default include: (i) default in the payment when due of interest on the Notes, which default continues for 30 consecutive days; (ii) default in payment of the principal of or premium, if any, on the Notes when due, at Stated
Maturity, upon optional redemption, upon required repurchase or otherwise; (iii) failure by the Company to comply with other agreements in the Indenture or the Notes, in certain cases subject to notice or lapse of time; (iv) certain
accelerations (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company if the amount accelerated (or so unpaid) exceeds $35 million; (v) certain judgments or decrees for the payment of money
in excess of $35 million; (vi) certain defaults with respect to the Notes Guarantees; and (vii) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries or any group of Subsidiaries
that, taken together, would constitute a Significant Subsidiary. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Notes may declare all the Notes to be due and payable
immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Notes being due and payable immediately upon the occurrence of such Events of Default. 

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

	15.	Trustee Dealings with the Company 

 Subject to certain limitations imposed by the Act
and the Indenture, 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 its Affiliates with the same rights it would have if it were not
Trustee. 

  
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	16.	No Recourse Against Others 

 No director, officer, employee, incorporator or shareholder
of the Company, and no director, trustee, officer, employee, incorporator or shareholder (other than the Company or a Restricted Subsidiary) of any Subsidiary of the Company, as such, shall have any liability for any obligations of the Company or
any Guarantor under the Notes, the Indenture, any Notes Guarantee [or the Applicable Registration Rights Agreement (as defined in paragraph 20 of this Note) ]2 or for any claim based on, in
respect of or by reason of such obligations or their creation. By accepting a Note, each Holder shall waive and release all such liability. This waiver and release shall be part of the consideration for the issue of the Notes. 

 

	17.	Authentication 

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

	18.	Abbreviations 

 Customary abbreviations may be used in the name of a Holder or an
assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act). 

 

	19.	CUSIP Numbers, ISINs etc. 

 The Company has caused [CUSIP numbers and ISINs [and Common
Code numbers]] to be printed on the Notes, and the Trustee may use [CUSIP numbers and ISINs [and Common Code 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. 
  

	20.	[Holders’ Compliance with Registration Rights Agreement. 

 Each Holder of a Note,
by acceptance hereof, acknowledges and agrees to the provisions of the [Registration Rights Agreement]3 (the “Applicable Registration Rights  

 

	2 	To be included only if there is a Registration Rights Agreement (as defined in the Appendix) applicable to this Note. 


	3 	 Specify the applicable Registration Rights Agreement, including parties thereto and date thereof.




  
 I-11 








 
Agreement”), including the obligations of the Holders with respect to a registration and the indemnification of the Company to the extent provided therein.]4 
  

	21.	Governing Law. 

 THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 

The Company will furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text
of this Note in larger type. Requests may be made to: 
 Credit Acceptance Corporation 

25505 W. Twelve Mile Road 

Southfield, Michigan 48034 

Attention: Treasurer 

 

	4 	To be included only if there is a Registration Rights Agreement (as defined in the Appendix) applicable to this Note. If no Registration Rights Agreement applies, replace with “[RESERVED.]”. 



  
 I-12 








 ASSIGNMENT FORM 

To assign this Note, fill in the form below: 
 I or we assign
and transfer this Note to 
 (Print or type assignee’s name, address and zip code) 

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

and irrevocably appoint
                                         
                            agent to transfer this 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 other side of this Note. 

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

	 ̈	to the Company; or 

  

	 	(1)	 ̈         pursuant to an effective registration statement under the Securities Act of 1933; or 


 

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

  

	 	(3)	 ̈         outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act in
accordance with Rule 904 under the Securities Act of 1933; or 


  
 I-13 









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


 

	 	(5)	 ̈        pursuant to any other available exemption from the registration requirements of the Securities Act of 1933.


 Unless one of the boxes is checked, the Trustee will refuse to register any of the Notes evidenced by this certificate in
the name of any person other than the registered holder thereof; provided, however, that if box (4) is checked, the Trustee shall be entitled to require, prior to registering any such transfer of the Notes, such legal opinions,
certifications and other information as the Company has reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933,
such as the exemption provided by Rule 144 under such Act. 
  

	
	 
	 Signature


 Signature Guarantee: 
  

					
	 	 		  	 
	 Signature must be guaranteed
	 		  	Signature

 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the
Registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or
in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. 
 TO BE COMPLETED BY PURCHASER IF
(2) ABOVE IS CHECKED. 
 The undersigned represents and warrants that it is purchasing this Note for its own account or an account with
respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being
made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that
the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. 
  

			
	
Dated:                        
                     
	 	 


			
	 	 	 
		 	 Notice: To be executed by

             an executive officer


  

  
 I-14 








 [TO BE ATTACHED TO GLOBAL NOTES] 

SCHEDULE OF INCREASES AND DECREASES IN GLOBAL NOTE 

The following increases or decreases in this Global Note have been made: 

 

									
	 Date of

exchange
	  	Amount of decrease in
principal amount of this    
Global Note	  	Amount of increase in
principal amount of this    
Global Note	  	Principal amount of this
Global Note following such  
decrease or increase	  	Signature of authorized
officer of Trustee or Notes    
Custodian


  
 I-15 








 OPTION OF HOLDER TO ELECT PURCHASE 

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

 

					
	Dated:                                     
                	 	Your Signature:	 	 
		 		 	 (Sign exactly as your name appears

on the other side of this Note.)


  

			
	 Signature Guarantee: 
	 	 
		 	 (Signature must be guaranteed)


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

  
 I-16 








 EXHIBIT II 

to 
 RULE 144A//REGULATION S APPENDIX

 to the Indenture, dated as of March 30, 2015, 

among Credit Acceptance Corporation, a Michigan 

corporation, the Guarantors (as defined therein) listed 

on the signature pages thereto and U.S. Bank National Association, 

a national banking association, as trustee (the “Indenture”) 

[FORM OF FACE OF [EXCHANGE] NOTE 

[OR PRIVATE EXCHANGE NOTE]]* 
 [Insert the OID
Legend, if applicable] 
  

	*	[If the Note is to be issued in global form, insert the Global Note Legend and include the attachment from Exhibit I to the Appendix (as defined in the Indenture) marked “[TO BE ATTACHED TO GLOBAL NOTES]” and
captioned “SCHEDULE OF INCREASES AND DECREASES IN GLOBAL NOTE.” If the Note is a Private Exchange Note issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, insert the applicable
Restrictive Legends and replace the Assignment Form included in this Exhibit II with the Assignment Form included in such Exhibit I.] 








 CUSIP No.
                     
 ISIN
                                        

  

			
	No.             		$             

 7.375% Senior Notes due 2023 

Credit Acceptance Corporation, a Michigan corporation, promises to pay to
                    , or registered assigns, the principal sum of
                     Dollars (as such sum may be increased or decreased as reflected on the Schedule of Increases and Decreases in
Global Note attached hereto) on March 15, 2023. 
 Interest Payment Dates: March 15 and September 15. 

Record Dates: March 1 and September 1. 

Additional provisions of this Note are set forth on the other side of this Note. 

  
 II-2 








 Dated: 
  

			
	CREDIT ACCEPTANCE CORPORATION
		
	    By		 
			  Name:
			  Title:


  
 II-3 








 TRUSTEE’S CERTIFICATE OF AUTHENTICATION 

 

			
	 U.S. BANK NATIONAL ASSOCIATION,
as Trustee, certifies that this is one of the Notes
referred to in the
Indenture.

		
	    By		 
			Authorized Signatory
			


  
 II-4 








 [FORM OF REVERSE SIDE OF [EXCHANGE] NOTE 

[OR PRIVATE EXCHANGE NOTE]] 
 7.375%
Senior Note due 2023 
  

	1.	Interest 

 Credit Acceptance Corporation, a Michigan corporation (such corporation, and
its successors and assigns under the Indenture hereinafter referred to, being herein called the “Company”), promises to pay interest on the principal amount of this Note at the rate per annum shown above[; provided,
however, that if a Registration Default (as defined in the Applicable Registration Rights Agreement (as defined in paragraph 20 of this Note)) occurs, additional interest will accrue on this Note at a rate of 0.25% per annum (increasing
by an additional 0.25% per annum after each consecutive 90-day period that occurs after the date on which such Registration Default occurs up to a maximum additional interest rate of 1.00%) from and including the date on which any such
Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Within a reasonable amount of time following the occurrence of a Registration Default, the Company will provide notice to the Trustee of
such Registration Default.]5 The Company will pay interest on the Notes semiannually in arrears on March 15 and September 15 of each year, commencing September 15, 2015. Interest on
the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the March 30, 2015 (or, in the case of any Additional Notes as to which no interest has been paid, from any later date as
specified in such Additional Notes). Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company will pay interest on overdue principal at the rate borne by this Note, and it
will pay interest on overdue installments of interest at the same rate to the extent lawful. 
  

	2.	Method of Payment 

 The Company will pay interest on the Notes (except defaulted
interest) to the Persons who are registered holders of Notes at the close of business on the March 1 or September 1 next preceding the interest payment date even if Notes are canceled after the record date and on or before the interest
payment date. Holders must surrender Notes to a Paying Agent to collect principal payments. The Company will pay principal, 
  

5 To be included only if there is a Registration Rights Agreement (as defined in the
Appendix) applicable to this Note and subject to modification as necessary to reflect the terms of such Registration Rights Agreement, if any. 

  
 II-5 








 
premium, if any, and interest on the Notes in money of the United States that at the time of payment is legal tender for payment of public and private debts. Principal, premium, if any, and
interest on the Notes will be payable at the office or agency of the Company maintained for such purpose within the City and State of New York or, at the option of the Company, payment of interest may be made by check mailed to the Holders of the
Notes at their respective addresses set forth in the register of Holders of Notes; provided, however, that all payments of principal, premium and interest with respect to Notes the Holders of which have given wire transfer instructions
to the Company will be required to be made by wire transfer of immediately available funds to the accounts specified by the Holders thereof. Until otherwise designated by the Company, the Company’s office or agency in the City and State of New
York will be the office of the Trustee maintained for such purpose, which shall initially be 100 Wall Street, Suite 1600, New York, NY 10005, Attention: Corporate Trust Department. Payments in respect of the Notes represented by a Global Note
(including principal, premium, if any, and interest) will be made by wire transfer of immediately available funds to the accounts specified by the Depository. The Company will make all payments in respect of a certificated Note (including principal,
premium and interest) by mailing a check to the registered address of each Holder thereof; provided, however, that payments on a certificated Note will be made by wire transfer to a U.S. dollar account maintained by the payee with a
bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 30 days immediately preceding the relevant due date for
payment (or such other date as the Trustee may accept in its discretion). 
  

	3.	Paying Agent and Registrar 

 Initially, the Trustee shall act as Paying Agent and
Registrar. The Company may appoint and change any Paying Agent or Registrar without notice. The Company or any Wholly-Owned Restricted Subsidiary of the Company incorporated or organized within the United States of America may act as Paying Agent or
Registrar. 
  

	4.	Indenture 

 The Company issued the Notes under an Indenture dated as of March 30,
2015 (the “Indenture”), among the Company, the 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 (15
U.S.C. §§ 77aaa-77bbbb) (the “Act”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Holders are referred
to the Indenture and the Act for a statement of those terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture (including those made part of the Indenture by reference to the Act, if any), the provisions
of the Indenture shall govern and be controlling. 

  
 II-6 








 The Company shall be entitled, subject to its compliance with Section 4.03 of the Indenture,
to issue Additional Notes pursuant to Section 2.13 of the Indenture. The Initial Notes issued on the Issue Date and any Additional Notes, Exchange Notes, Private Exchange Notes and Replacement Notes will be treated as a single class for all
purposes under the Indenture. The Indenture contains covenants (i) that impose certain limitations on the ability of the Company and the Restricted Subsidiaries to, among other things, incur or guarantee additional indebtedness; pay dividends
or distributions on, or redeem or repurchase, capital stock; make investments; engage in transactions with Affiliates; create liens on assets; transfer or sell assets; guarantee indebtedness; and restrict dividends or other payments of subsidiaries;
and (ii) that impose certain limitations on the ability of the Company and each Guarantor to consolidate, merge or transfer all or substantially all of its assets. These covenants are subject to important exceptions and qualifications. 

 

	5.	Optional Redemption 

 At any time and from time to time prior to March 15, 2018, the
Notes may be redeemed at the Company’s option, in whole or in part, at a redemption price equal to 100.0% of the principal amount of the Notes redeemed, plus accrued and unpaid interest thereon, if any, to but excluding the applicable
Redemption Date, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date, plus the Applicable Premium as of the applicable Redemption Date. 

On and after March 15, 2018, the Notes may be redeemed, at the Company’s option, in whole or in part, at any time and from time to
time, at the redemption prices set forth below. The Notes shall be redeemable at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below plus accrued and unpaid interest thereon, if any, to
but excluding the applicable Redemption Date, subject to the right of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the 12-month period beginning on March 15 of
each of the years indicated below: 
  

					
	 Year
	  	Percentage	 
	 2018
	  	 	105.531	% 
	 2019
	  	 	103.688	% 
	 2020
	  	 	101.844	% 
	 2021 and thereafter
	  	 	100.000	% 

 In addition, at any time on or prior to March 15, 2018, the Company may on any one or more occasions
redeem up to an aggregate of 35.0% of the aggregate principal amount of the Notes at a redemption price of 107.375% of the principal amount of the 

  
 II-7 








 
Notes redeemed, plus accrued and unpaid interest thereon, if any, to but excluding the applicable Redemption Date, subject to the rights of Holders of Notes on the relevant record date to receive
interest due on the relevant interest payment date, with the Net Cash Proceeds of a public offering of common stock of the Company; provided, however, that at least 65.0% in aggregate principal amount of the Notes remains outstanding
immediately after the occurrence of such redemption and that such redemption shall occur within 90 days of the date of the closing of such public offering. 

If the Redemption Date with respect to a Note to be redeemed is on or after an interest record date and on or before the related interest
payment date, any accrued and unpaid interest on that Note shall be payable to the Person that was, at the close of business on such record date, the Holder of that Note, and no additional interest for the period to which that interest record date
relates shall be payable with respect to that Note. 
  

	6.	Notice of Redemption 

 Notice of redemption will be mailed at least 30 days but not more
than 60 days before the applicable Redemption Date to each Holder of Notes to be redeemed at his registered address. No Notes of $2,000 or less shall be redeemed in part. Notes in denominations larger than $2,000 principal amount may be redeemed in
part, but only in whole multiples of $1,000. Notes called for redemption become due on the applicable Redemption Date. On and after the applicable Redemption Date, interest ceases to accrue on Notes or portions of them called for redemption. 

 

	7.	Repurchase of Notes at the Option of the Holders upon Change of Control and Asset Sales 


Upon a Change of Control, any Holder of Notes will have the right to cause the Company to repurchase all or any part (equal to $2,000 or an
integral multiple of $1,000 in excess thereof) of the Notes of such Holder at a repurchase price equal to 101% of the principal amount of the Notes to be repurchased plus accrued and unpaid interest to but excluding the date of repurchase (subject
to the right of holders of record on the relevant record date to receive interest due on the related interest payment date) as provided in, and subject to the terms of, the Indenture. 

In accordance with Section 4.06 of the Indenture, the Company will be required to offer to purchase Notes upon the occurrence of certain
events. 
  

	8.	Guarantee 

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

  
 II-8 









	9.	Denominations; Transfer; Exchange 

 The Notes are in registered form without coupons in
denominations of $2,000 principal amount and whole multiples of $1,000 in excess thereof. A Holder may transfer or exchange Notes in accordance with the Indenture. The Registrar and the Trustee may require a Holder to, among other things, 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 shall not be required to transfer or exchange, and the Registrar need not
register the transfer or exchange, of any Note selected for redemption (except, in the case of a Note to be redeemed in part, the portion of the Note not to be redeemed) or any Note for a period of 15 days before a selection of Notes to be
redeemed or 15 days before an interest payment date. 
  

	10.	Persons Deemed Owners 

 The registered Holder of this Note shall be treated as the owner
of it for all purposes. 
  

	11.	Unclaimed Money 

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

	12.	Discharge and Defeasance 

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

	13.	Amendment, Waiver 

 Subject to certain exceptions set forth in the Indenture,
(a) the Indenture and the Notes may be amended or supplemented (and waivers granted with respect to any provisions thereof) with the written consent of the Holders of a majority in principal amount of the Notes then outstanding and (b) any
default or noncompliance with any provision thereof may be waived with the written consent of the Holders of a majority in principal amount of the Notes then outstanding. Subject to certain exceptions set forth in the Indenture, without the consent
of any Holder, the Company, the Guarantors and the Trustee may amend or supplement the Indenture or the Notes to cure any ambiguity, omission, defect or inconsistency; to provide for uncertificated Notes in addition to or in place of certificated
Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code); to provide for the assumption by a 

  
 II-9 








 
successor corporation of the obligations of the Company or a Guarantor to Holders under the Indenture in the case of a merger or consolidation; 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 Trust Indenture Act; to evidence and provide for the acceptance of appointment under the Indenture of a successor trustee; to add one or more Guarantors under the Indenture, or to secure the Notes or any of the Notes Guarantees; to conform
the text of the Indenture, the Notes or any Notes Guarantee to any provision of the section of the Offering Memorandum entitled “Description of Notes” to the extent that such provision in the section of the Offering Memorandum entitled
“Description of Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Notes or such Notes Guarantee; as necessary to conform the Indenture to any exemptive orders under the Trust Indenture Act received by the
Company or any Guarantor; or to make any amendment to the provisions of the Indenture relating to the transfer and legending of Notes; provided, however, that (1) compliance with the Indenture as so amended would not result in
Notes being transferred in violation of the Securities Act or any other applicable securities law and (2) such amendment does not materially and adversely affect the rights of Holders to transfer Notes. 

 

	14.	Defaults and Remedies 

 Under the Indenture and subject to the terms of the Indenture,
Events of Default include: (i) default in the payment when due of interest on the Notes, which default continues for 30 consecutive days; (ii) default in payment of the principal of or premium, if any, on the Notes when due, at Stated
Maturity, upon optional redemption, upon required repurchase or otherwise; (iii) failure by the Company to comply with other agreements in the Indenture or the Notes, in certain cases subject to notice or lapse of time; (iv) certain
accelerations (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company if the amount accelerated (or so unpaid) exceeds $35 million; (v) certain judgments or decrees for the payment of money
in excess of $35 million; (vi) certain defaults with respect to the Notes Guarantees; and (vii) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries or any group of Subsidiaries
that, taken together, would constitute a Significant Subsidiary. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Notes may declare all the Notes to be due and payable
immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Notes being due and payable immediately upon the occurrence of such Events of Default. 

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

  
 II-10 









	15.	Trustee Dealings with the Company 

 Subject to certain limitations imposed by the Act and
the Indenture, 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 its Affiliates with the same rights it would have if it were not
Trustee. 
  

	16.	No Recourse Against Others 

 No director, officer, employee, incorporator or shareholder
of the Company, and no director, trustee, officer, employee, incorporator or shareholder (other than the Company or a Restricted Subsidiary) of any Subsidiary of the Company, as such, shall have any liability for any obligations of the Company or
any Guarantor under the Notes, the Indenture, any Notes Guarantee [or the Applicable Registration Rights Agreement (as defined in paragraph 20 of this Note)]6 or for any claim based on, in respect
of or by reason of such obligations or their creation. By accepting a Note, each Holder shall waive and release all such liability. This waiver and release shall be part of the consideration for the issue of the Notes. 

 

	17.	Authentication 

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

	18.	Abbreviations 

 Customary abbreviations may be used in the name of a Holder or an
assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act). 

 

	19.	CUSIP Numbers, ISINs etc. 

 The Company has caused [CUSIP numbers and ISINs [and Common
Code numbers]] to be printed on the Notes, and the Trustee may use [CUSIP numbers and 
  

6 To be included only if there is a Registration Rights Agreement (as defined in the
Appendix) applicable to this Note. 

  
 II-11 








 
ISINs [and Common Code 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. 
  

	20.	[Holders’ Compliance with Registration Rights Agreement. 

 Each Holder of a Note, by
acceptance hereof, acknowledges and agrees to the provisions of the [Registration Rights Agreement]7 (the “Applicable Registration Rights Agreement”), including the obligations of
the Holders with respect to a registration and the indemnification of the Company to the extent provided therein.]8 
  

	21.	Governing Law. 

 THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 

The Company will furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text
of this Note in larger type. Requests may be made to: 
 Credit Acceptance Corporation 

25505 W. Twelve Mile Road 

Southfield, Michigan 48034 

Attention: Treasurer 
  

7 Specify the applicable Registration Rights Agreement, including parties thereto and date
thereof. 
 8 To be included only if there is a Registration Rights Agreement (as
defined in the Appendix) applicable to this Note. If no Registration Rights Agreement applies, replace with “[RESERVED.]”. 

  
 II-12 








 ASSIGNMENT FORM 

To assign this Note, fill in the form below: 
 I or we assign and
transfer this Note to 
 (Print or type assignee’s name, address and zip code) 

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

and irrevocably appoint
                                         agent to
transfer this 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 other side of this Note. 

  
 II-13 








 OPTION OF HOLDER TO ELECT PURCHASE 

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

 

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

  

			
	 Signature Guarantee:  
	  	 
		  	 (Signature must be guaranteed)


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

  
 II-14 








 EXHIBIT III 

to 
 RULE 144A/REGULATION S APPENDIX

 to the Indenture, dated as of March 30, 2015, 

among Credit Acceptance Corporation, a Michigan 

corporation, the Guarantors (as defined therein) listed 

on the signature pages thereto and U.S. Bank National 

Association, a national banking association, as trustee 

Form of 
 Transferee Letter of
Representations 
 Credit Acceptance Corporation 
 In care of

 U.S. Bank National Association 
 Corporate Trust Services

 EP-MN-WS3C 
 60 Livingston Avenue 

St. Paul, Minnesota 55107 
 Ladies and Gentlemen: 

This certificate is delivered to request a transfer of $[            ] principal
amount of the 7.375% Senior Notes due 2023 (the “Notes”) of Credit Acceptance Corporation (the “Company”). 

Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows: 

 

					
			
	 Name:  
		 		


					
			
	 Address:  
		 		


					
			
	 Taxpayer ID Number:  
		 		

 The undersigned represents and warrants to you that: 

1. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act
of 1933, as amended (the “Securities Act”)), purchasing for our own account or for the account of such an institutional “accredited investor” at least $250,000 principal amount of the Notes, and we are acquiring the Notes
not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act. We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our
investment in the Notes, and we invest in or purchase securities similar to the Notes in the normal course of our business. We, and any accounts for which we are acting, are each able to bear the economic risk of our or its investment. 







 2. We understand that the Notes have not been registered under the Securities Act and, unless so
registered, may not be sold except as permitted in the following sentence. We agree on our own behalf and on behalf of any investor account for which we are purchasing Notes to offer, sell or otherwise transfer such Notes prior to the date that is
two years after the later of the date of original issue and the last date on which the Company or any affiliate of the Company was the owner of such Notes (or any predecessor thereto) (the “Resale Restriction Termination Date”) only
(i) to the Company or any of its wholly owned subsidiaries, (ii) in the United States to a person whom the seller reasonably believes is a qualified institutional buyer in a transaction meeting the requirements of Rule 144A,
(iii) outside the United States in a transaction in accordance with the provisions of Rule 904 under the Securities Act, (iv) pursuant to an exemption from registration under the Securities Act provided by Rule 144 (if available),
(v) under any other available exemption from the registration requirements of the Securities Act or (vi) pursuant to an effective registration statement under the Securities Act, in each of cases (i) through (vi) subject to any
requirement of law that the disposition of our property or the property of such investor account or accounts be at all times within our or their control and in compliance with any applicable state securities laws and in each of cases (iii),
(iv) and (v) subject to the Company’s and the Trustee’s right prior to any such offer sale or transfer to require to the delivery of an opinion of counsel, certification and/or other information satisfactory to each of the
Company and the Trustee. The foregoing restrictions on resale will not apply subsequent to the Resale Restriction Termination Date. Each purchaser acknowledges that the Company and the Trustee reserve the right prior to the offer, sale or other
transfer prior to the Resale Restriction Termination Date of the Notes pursuant to clause (iii), (iv) or (v) above to require the delivery of an opinion of counsel, certifications or other information satisfactory to the Company and
the Trustee. 
 TRANSFEREE:
                         , 

by:
                                        


  
 III-2