EX-4.1


 Exhibit 4.1 

EXECUTION VERSION 
 INDENTURE

 Dated as of November 23, 2015 

Among 
 TEAM HEALTH, INC., as the
Issuer, 
 the Guarantors from time to time party hereto 

and 
 WELLS FARGO BANK, NATIONAL
ASSOCIATION, 
 as Trustee, Transfer Agent, Registrar and Paying Agent 

$545,000,000 7.250% SENIOR NOTES DUE 2023 






 CROSS-REFERENCE TABLE* 

 

			
	 Trust Indenture Act Section
	  	 Indenture Section

	 310(a)(1)
	  	7.10
	 (a)(2)
	  	7.10
	 (a)(3)
	  	N.A.
	 (a)(4)
	  	N.A.
	 (a)(5)
	  	7.10
	 (b)
	  	7.03; 7.10
	 311(a)
	  	7.11
	 (b)
	  	7.11
	 312(a)
	  	2.05
	 (b)
	  	13.03
	 (c)
	  	13.03
	 313(a)
	  	N.A.
	 (b)(1)
	  	N.A.
	 (b)(2)
	  	7.07
	 (c)
	  	13.02
	 (d)
	  	N.A.
	 314(a)
	  	4.03; 13.05
	 (b)
	  	N.A.
	 (c)(1)
	  	13.04
	 (c)(2)
	  	13.04
	 (c)(3)
	  	N.A.
	 (d)
	  	N.A.
	 (e)
	  	13.05
	 (f)
	  	N.A.
	 315(a)
	  	7.01
	 (b)
	  	7.05; 13.02
	 (c)
	  	7.01
	 (d)
	  	7.01
	 (e)
	  	6.14
	 316(a)(last sentence)
	  	2.09
	 (a)(1)(A)
	  	6.05
	 (a)(1)(B)
	  	6.04
	 (a)(2)
	  	N.A.
	 (b)
	  	6.07
	 (c)
	  	2.12; 9.04
	 317(a)(1)
	  	6.08
	 (a)(2)
	  	6.12
	 (b)
	  	2.04
	 318(a)
	  	N.A.
	 (b)
	  	N.A.
	 (c)
	  	N.A.

 N.A. means not applicable. 

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







 TABLE OF CONTENTS 

 

							
	 	  	 	  	Page	 
	
	ARTICLE 1	  
	DEFINITIONS AND INCORPORATION BY REFERENCE	  
			
	 Section 1.01.
	  	Definitions	  	 	1	  
	 Section 1.02.
	  	Other Definitions	  	 	39	  
	 Section 1.03.
	  	Rules of Construction	  	 	40	  
	 Section 1.04.
	  	Acts of Holders	  	 	41	  
	 Section 1.05.
	  	Timing of Payment	  	 	42	  
	 Section 1.06.
	  	Limited Condition Acquisition	  	 	42	  
	
	ARTICLE 2	  
	THE NOTES	  
			
	 Section 2.01.
	  	Form and Dating; Terms	  	 	43	  
	 Section 2.02.
	  	Execution and Authentication	  	 	44	  
	 Section 2.03.
	  	Registrar, Transfer Agent and Paying Agent	  	 	45	  
	 Section 2.04.
	  	Paying Agent to Hold Money in Trust	  	 	45	  
	 Section 2.05.
	  	Holder Lists	  	 	46	  
	 Section 2.06.
	  	Transfer and Exchange	  	 	46	  
	 Section 2.07.
	  	Replacement Notes	  	 	57	  
	 Section 2.08.
	  	Outstanding Notes	  	 	57	  
	 Section 2.09.
	  	Treasury Notes	  	 	57	  
	 Section 2.10.
	  	Temporary Notes	  	 	57	  
	 Section 2.11.
	  	Cancellation	  	 	58	  
	 Section 2.12.
	  	Defaulted Interest	  	 	58	  
	 Section 2.13.
	  	CUSIP Numbers; ISINs	  	 	58	  
	
	ARTICLE 3	  
	REDEMPTION	  
			
	 Section 3.01.
	  	Notices to Trustee	  	 	58	  
	 Section 3.02.
	  	Selection of Notes to Be Redeemed	  	 	59	  
	 Section 3.03.
	  	Notice of Redemption	  	 	59	  
	 Section 3.04.
	  	Effect of Notice of Redemption	  	 	60	  
	 Section 3.05.
	  	Deposit of Redemption Price	  	 	60	  
	 Section 3.06.
	  	Notes Redeemed in Part	  	 	61	  
	 Section 3.07.
	  	Optional Redemption	  	 	61	  
	 Section 3.08.
	  	Special Mandatory Redemption	  	 	62	  
	 Section 3.09.
	  	Offers to Repurchase by Application of Excess Proceeds	  	 	62	  
	
	ARTICLE 4	  
	COVENANTS	  
			
	 Section 4.01.
	  	Payment of Notes	  	 	65	  
	 Section 4.02.
	  	Maintenance of Office or Agency	  	 	65	  
	 Section 4.03.
	  	Reports and Other Information	  	 	65	  
	 Section 4.04.
	  	Compliance Certificate	  	 	67	  


  
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	 	  	 	  	Page	 
			
	 Section 4.05.
	  	 Taxes
	  	 	67	  
	 Section 4.06.
	  	 Stay, Extension and Usury Laws
	  	 	67	  
	 Section 4.07.
	  	 Limitation on Restricted Payments
	  	 	67	  
	 Section 4.08.
	  	 Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries
	  	 	76	  
	 Section 4.09.
	  	 Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock
	  	 	78	  
	 Section 4.10.
	  	 Asset Sales
	  	 	84	  
	 Section 4.11.
	  	 Transactions with Affiliates
	  	 	87	  
	 Section 4.12.
	  	 Liens
	  	 	90	  
	 Section 4.13.
	  	 Company Existence
	  	 	90	  
	 Section 4.14.
	  	 Offer to Repurchase Upon Change of Control
	  	 	90	  
	 Section 4.15.
	  	 Limitation on Guarantees of Indebtedness by Restricted Subsidiaries
	  	 	93	  
	 Section 4.16.
	  	 [Reserved]
	  	 	93	  
	 Section 4.17.
	  	 Termination of Covenants
	  	 	93	  
	
	ARTICLE 5	  
	SUCCESSORS	  
			
	 Section 5.01.
	  	Merger, Consolidation or Sale of All or Substantially All Assets	  	 	94	  
	 Section 5.02.
	  	Successor Person Substituted	  	 	96	  
	
	ARTICLE 6	  
	DEFAULTS AND REMEDIES	  
			
	 Section 6.01.
	  	Events of Default	  	 	96	  
	 Section 6.02.
	  	Acceleration	  	 	98	  
	 Section 6.03.
	  	Other Remedies	  	 	99	  
	 Section 6.04.
	  	Waiver of Past Defaults	  	 	99	  
	 Section 6.05.
	  	Control by Majority	  	 	99	  
	 Section 6.06.
	  	Limitation on Suits	  	 	99	  
	 Section 6.07.
	  	Rights of Holders to Receive Payment	  	 	100	  
	 Section 6.08.
	  	Collection Suit by Trustee	  	 	100	  
	 Section 6.09.
	  	Restoration of Rights and Remedies	  	 	100	  
	 Section 6.10.
	  	Rights and Remedies Cumulative	  	 	100	  
	 Section 6.11.
	  	Delay or Omission Not Waiver	  	 	100	  
	 Section 6.12.
	  	Trustee May File Proofs of Claim	  	 	100	  
	 Section 6.13.
	  	Priorities	  	 	101	  
	 Section 6.14.
	  	Undertaking for Costs	  	 	101	  
	
	ARTICLE 7	  
	TRUSTEE	  
			
	 Section 7.01.
	  	Duties of Trustee	  	 	101	  
	 Section 7.02.
	  	Rights of Trustee	  	 	102	  
	 Section 7.03.
	  	Individual Rights of Trustee	  	 	104	  
	 Section 7.04.
	  	Trustee’s Disclaimer	  	 	104	  
	 Section 7.05.
	  	Notice of Defaults	  	 	105	  
	 Section 7.06.
	  	[Reserved]	  	 	105	  
	 Section 7.07.
	  	Compensation and Indemnity	  	 	105	  
	 Section 7.08.
	  	Replacement of Trustee	  	 	106	  
	 Section 7.09.
	  	Successor Trustee by Merger, etc.	  	 	106	  
	 Section 7.10.
	  	Eligibility; Disqualification	  	 	107	  
	 Section 7.11.
	  	Preferential Collection of Claims Against Issuer	  	 	107	  


  
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	 	  	 	  	Page	 
	
	ARTICLE 8	  
	LEGAL DEFEASANCE AND COVENANT DEFEASANCE	  
			
	 Section 8.01.
	  	Option To Effect Legal Defeasance or Covenant Defeasance	  	 	107	  
	 Section 8.02.
	  	Legal Defeasance and Discharge	  	 	107	  
	 Section 8.03.
	  	Covenant Defeasance	  	 	108	  
	 Section 8.04.
	  	Conditions to Legal or Covenant Defeasance	  	 	108	  
	 Section 8.05.
	  	Deposited Money and U.S. Government Securities to be Held in Trust; Other Miscellaneous Provisions	  	 	109	  
	 Section 8.06.
	  	Repayment to Issuer	  	 	110	  
	 Section 8.07.
	  	Reinstatement	  	 	110	  
	
	ARTICLE 9	  
	AMENDMENT, SUPPLEMENT AND WAIVER	  
			
	 Section 9.01.
	  	Without Consent of Holders	  	 	110	  
	 Section 9.02.
	  	With Consent of Holders	  	 	111	  
	 Section 9.03.
	  	[Reserved]	  	 	113	  
	 Section 9.04.
	  	Revocation and Effect of Consents	  	 	113	  
	 Section 9.05.
	  	Notation on or Exchange of Notes	  	 	113	  
	 Section 9.06.
	  	Trustee To Sign Amendments, etc.	  	 	113	  
	 Section 9.07.
	  	Additional Voting Terms; Calculation of Principal Amount	  	 	114	  
	
	ARTICLE 10	  
	GUARANTEES	  
			
	 Section 10.01.
	  	Guarantee	  	 	114	  
	 Section 10.02.
	  	Limitation on Guarantor Liability	  	 	116	  
	 Section 10.03.
	  	Execution and Delivery	  	 	116	  
	 Section 10.04.
	  	Subrogation	  	 	116	  
	 Section 10.05.
	  	Benefits Acknowledged	  	 	116	  
	 Section 10.06.
	  	Release of Guarantees	  	 	116	  
	
	ARTICLE 11	  
	SATISFACTION AND DISCHARGE	  
			
	 Section 11.01.
	  	Satisfaction and Discharge	  	 	118	  
	 Section 11.02.
	  	Application of Trust Money	  	 	119	  
	
	ARTICLE 12	  
	[RESERVED]	  
	
	ARTICLE 13	  
	MISCELLANEOUS	  
			
	 Section 13.01.
	  	[Reserved]	  	 	119	  
	 Section 13.02.
	  	Notices	  	 	119	  
	 Section 13.03.
	  	Communication by Holders with Other Holders	  	 	120	  


  
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	 	  	 	  	Page	 
			
	 Section 13.04.
	  	Certificate and Opinion as to Conditions Precedent	  	 	120	  
	 Section 13.05.
	  	Statements Required in Certificate or Opinion	  	 	121	  
	 Section 13.06.
	  	Rules by Trustee and Agents	  	 	121	  
	 Section 13.07.
	  	No Personal Liability of Directors, Officers, Employees and Stockholders	  	 	121	  
	 Section 13.08.
	  	Governing Law	  	 	121	  
	 Section 13.09.
	  	Waiver of Jury Trial	  	 	121	  
	 Section 13.10.
	  	Force Majeure	  	 	122	  
	 Section 13.11.
	  	No Adverse Interpretation of Other Agreements	  	 	122	  
	 Section 13.12.
	  	Successors	  	 	122	  
	 Section 13.13.
	  	Severability	  	 	122	  
	 Section 13.14.
	  	Counterpart Originals	  	 	122	  
	 Section 13.15.
	  	Table of Contents, Headings, etc.	  	 	122	  
	 Section 13.16.
	  	USA Patriot Act	  	 	122	  


  
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 EXHIBITS AND SCHEDULES 

EXHIBITS 
  

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


  
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 INDENTURE, dated as of November 23, 2015, among Team Health, Inc., a Tennessee corporation
(the “Issuer”), the Guarantors (as defined herein) from time to time party hereto and Wells Fargo Bank, National Association, a national banking association organized under the laws of the United States of America, as Trustee,
Transfer Agent, Registrar and Paying Agent. 
 W I T N E S S E T H 

WHEREAS, the Issuer has duly authorized the creation of an issue of $545,000,000 aggregate principal amount of the Issuer’s 7.250%
Senior Notes due 2023 (the “Initial Notes” and, together with any Additional Notes, the “Notes”) and appointed Wells Fargo Bank, National Association, to act as trustee hereunder; and 

WHEREAS, the Issuer and each of the Guarantors has duly authorized the execution and delivery of this Indenture (as defined herein). 

NOW, THEREFORE, each of the Issuer, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and
ratable benefit of the Holders (as defined herein). 
 ARTICLE 1 

DEFINITIONS AND INCORPORATION BY REFERENCE 

Section 1.01. Definitions. 

“144A Global Note” means a Global Note, substantially in the form of Exhibit A hereto, bearing the Global Note Legend and the
Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of Notes sold in reliance on Rule 144A. 

“Acquired Indebtedness” means, with respect to any specified Person, 

(a) Indebtedness of any other Person existing at the time such other Person is merged or consolidated with or into or became a
Restricted Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging or consolidating with or into or becoming a Restricted Subsidiary of such specified Person, and

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

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

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






 “Applicable Premium” means, with respect to any Note on any Redemption Date, the
greater of: 
 (a) 1.0% of the principal amount of such Note; and 

(b) the excess, if any, of (i) the present value at such Redemption Date of (A) the redemption price of such Note at
December 15, 2018 (such redemption price being set forth in the table set forth in Section 3.07(c) hereof), plus (B) all required remaining scheduled interest payments due on such Note through December 15, 2018 (excluding accrued
but unpaid interest to the Redemption Date), computed using a discount rate equal to the Treasury Rate as of such Redemption Date plus 50 basis points over (ii) the then outstanding principal amount of such Note. 

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

“Asset Sale” means: 

(a) the sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions
(including by way of a Sale and Lease-Back Transaction), of property or assets of Holdings or any of its Restricted Subsidiaries (each referred to in this definition as a “disposition”); or 

(b) the issuance or sale of Equity Interests of any Restricted Subsidiary (other than Preferred Stock of Restricted
Subsidiaries (other than the Issuer) that are not Guarantors issued in compliance with Section 4.09 hereof), whether in a single transaction or a series of related transactions; 

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

(iii) the making of any Restricted Payment that is permitted to be made, and is made, under Section 4.07 hereof or any
Permitted Investment; 
 (iv) any disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary
in any transaction or series of related transactions with an aggregate fair market value that does not exceed the greater of (A) $15.0 million and (B) 1.0% of Total Assets (determined as of the date of such disposition); 

(v) any disposition of property or assets or issuance of securities by a Restricted Subsidiary to Holdings or by Holdings or a
Restricted Subsidiary to a Restricted Subsidiary; 

  
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 (vi) to the extent allowable under Section 1031 of the Internal Revenue Code
of 1986, as amended, or comparable law or regulation, any exchange of like property (excluding any boot thereon) for use in a Similar Business; 

(vii) the lease, assignment, sub-lease, license or sub-license of any real or personal property in the ordinary course of
business; 
 (viii) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted
Subsidiary; 
 (ix) foreclosures, condemnation, expropriation, forced dispositions or any similar action with respect to
assets or the granting of Liens not prohibited by this Indenture; 
 (x) sales of accounts receivable, or participations
therein, or Securitization Assets (other than royalties or other revenues (except accounts receivable)) or related assets, or any disposition of the Equity Interests in a Subsidiary, substantially all of the assets of which are Securitization
Assets, in each case in connection with any Qualified Securitization Facility or the disposition of an account receivable in connection with the collection or compromise thereof in the ordinary course of business; 

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

(xiii) the licensing or sub-licensing of intellectual property or other general intangibles in the ordinary course of business;

 (xiv) any surrender or waiver of contract rights or the settlement, release or surrender of contract rights or other
litigation claims in the ordinary course of business; 
 (xv) the unwinding of any Hedging Obligations; 

(xvi) sales, transfers and other dispositions of Investments in joint ventures to the extent required by, or made pursuant to,
customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; 

(xvii) the abandonment of intellectual property rights in the ordinary course of business, which in the reasonable good faith
determination of Holdings are not material to the conduct of the business of Holdings and its Restricted Subsidiaries taken as a whole; 

(xviii) [Reserved]; 

(xix) the issuance of directors’ qualifying shares and shares issued to foreign nationals as required by applicable law;

 (xx) [Reserved]; and 

  
 -3- 







 (xxi) transfers of property subject to Casualty Events upon receipt of the Net
Proceeds of such Casualty Event; provided that any Cash Equivalents received by Holdings or any of its Restricted Subsidiaries in respect of such Casualty Event shall be deemed to be Net Proceeds of an Asset Sale, and such Net Proceeds shall
be applied in accordance with Section 4.10(b) hereof. 
 “Bank Products” means any facilities or services related to
cash management, including treasury, depository, overdraft, credit or debit card, purchase card, electronic funds transfer and other cash management arrangements. 

“Bankruptcy Law” means Title 11, U.S. Code, as amended, or any similar foreign, federal or state law for the relief of
debtors. 
 “Board of Directors” means, with respect to any Person, (i) in the case of any corporation, the board of
directors of such Person, (ii) in the case of any limited liability company, the managing member or board of managers of such Person, (iii) in the case of any partnership, the board of directors of the general partner of such Person and
(iv) in any other case, the functional equivalent of the foregoing or, in each case, any duly authorized committee of such body. 

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

“Capital Stock” means: 

(a) in the case of a corporation, corporate stock or shares in the capital of such corporation; 

(b) in the case of an association or business entity, any and all shares, interests, participations, rights or other
equivalents (however designated) of corporate stock; 
 (c) in the case of a partnership or limited liability company,
partnership or membership interests (whether general or limited); and 
 (d) any other interest or participation that confers
on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person. 

“Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in
respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) prepared in accordance with GAAP; provided that any obligations of Holdings or
its Restricted Subsidiaries either existing on the Issue Date or created prior to any recharacterization (as described in clause (ii) below) (i) that were not included on the consolidated balance sheet of Holdings as capital lease
obligations and (ii) that are subsequently recharacterized as capital lease obligations or indebtedness due to a change in accounting treatment or otherwise, shall for all purposes under this Indenture (including, without limitation, the
calculation of Consolidated Net Income and EBITDA) not be treated as capital lease obligations, Capitalized Lease Obligations or Indebtedness. 

“Capitalized Software Expenditures” means, for any period, the aggregate of all expenditures (whether paid in cash or accrued
as liabilities) by a Person and its Restricted Subsidiaries during such period in respect of licensed or purchased software or internally developed software and software enhancements that, in conformity with GAAP, are or are required to be reflected
as capitalized costs on the consolidated balance sheet of a Person and its Restricted Subsidiaries. 

  
 -4- 







 “Captive Insurance Subsidiary” means (i) PUG Ltd., and any successor to it,
(ii) Pinnacle Medical Protective, SPC, a Cayman Islands entity, and any successor to it, (iii) any Subsidiary of Holdings engaged solely in the medical malpractice insurance business, workers compensation or other insurance business for
the underwriting of insurance policies for Holdings and its Subsidiaries and each Related Professional Corporation and each of Holdings’, its Subsidiaries’ or Related Professional Corporation’s respective employees, officers,
directors or contractors who provide professional medical services to patients or (iv) any Subsidiary of any such insurance subsidiary established for the same primary purpose described in clause (iii) above. 

“Cash Equivalents” means: 

(a) United States dollars; 

(b) (i) Canadian dollars, pounds sterling, yen, euros or any national currency of any participating member state of the EMU; or

 (ii) in such local currencies held by Holdings or any Restricted Subsidiary from time to time in the ordinary course of
business; 
 (c) securities issued or directly and fully and unconditionally guaranteed or insured by the U.S. government or
any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 24 months or less from the date of acquisition; 

(d) certificates of deposit, time deposits and eurodollar time deposits with maturities of 24 months or less from the date of
acquisition, demand deposits, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any domestic or foreign commercial bank having capital and surplus of not less than $250.0 million in the
case of U.S. banks and $100.0 million (or the U.S. dollar equivalent as of the date of determination) in the case of non-U.S. banks; 

(e) repurchase obligations for underlying securities of the types described in clauses (c), (d), (g) and (h) of
this definition entered into with any financial institution or recognized securities dealer meeting the qualifications specified in clause (d) above; 

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

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

(h) readily marketable direct obligations issued by any state, commonwealth or territory of the United States or any political
subdivision or taxing authority thereof having an Investment Grade Rating from either Moody’s or S&P (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency)
with maturities of 24 months or less from the date of acquisition; 

  
 -5- 







 (i) readily marketable direct obligations issued by any foreign government or any
political subdivision or public instrumentality thereof, in each case having an Investment Grade Rating from either Moody’s or S&P (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating
from another Rating Agency) with maturities of 24 months or less from the date of acquisition; 
 (j) Investments with
average maturities of 12 months or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s (or, if at any time neither
Moody’s nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency); 
 (k)
securities with maturities of 12 months or less from the date of acquisition backed by standby letters of credit issued by any financial institution or recognized securities dealer meeting the qualifications specified in clause (d) above; 

(l) Indebtedness or Preferred Stock issued by Persons with a rating of “A” or higher from S&P or “A2”
or higher from Moody’s with maturities of 24 months or less from the date of acquisition; and 
 (m) investment funds
investing at least 90% of their assets in securities of the types described in clauses (a) through (l) above. 
 In the case of
Investments by any Foreign Subsidiary that is a Restricted Subsidiary or Investments made in a country outside the United States of America, Cash Equivalents shall also include (i) investments of the type and maturity described in
clauses (a) through (h) and clauses (j), (k), (l) and (m) above of foreign obligors, which Investments or obligors (or the parents of such obligors) have ratings described in such clauses or equivalent ratings from
comparable foreign rating agencies and (ii) other short-term investments utilized by Foreign Subsidiaries that are Restricted Subsidiaries in accordance with normal investment practices for cash management in investments analogous to the
foregoing investments in clauses (a) through (m) and in this definition. 
 Notwithstanding the foregoing, Cash Equivalents shall
include amounts denominated in currencies other than those set forth in clauses (a) and (b) above; provided that such amounts are converted into any currency listed in clauses (a) and (b) as promptly as practicable and in
any event within ten Business Days following the receipt of such amounts. 
 For the avoidance of doubt, any items identified as Cash
Equivalents under this definition will be deemed to be Cash Equivalents for all purposes under this Indenture regardless of the treatment of such items under GAAP. 

“Casualty Event” means any event that gives rise to the receipt by Holdings or any Restricted Subsidiary of any insurance
proceeds or condemnation awards in respect of any equipment, fixed assets or real property (including any improvements thereon) to replace or repair such equipment, fixed assets or real property. 

“Change of Control” means the occurrence of any of the following after the Issue Date: 

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

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

(c) the failure by Holdings to, directly or indirectly, through one or more Wholly Owned Subsidiaries that are Restricted
Subsidiaries, own 100.0% of the Equity Interests of the Issuer (other than directors’ qualifying shares or similar interests). 

“Clearstream” means Clearstream Banking, a société anonyme as currently in effect, or any
successor securities clearing agency. 
 “consolidated” when used with respect to any Person refers to such Person
consolidated with its Restricted Subsidiaries. 
 “Consolidated Depreciation and Amortization Expense” means, with respect
to any Person for any period, the total amount of depreciation and amortization expense and capitalized fees related to any Qualified Securitization Facility of such Person, including the amortization of intangible assets, deferred financing costs,
debt issuance costs, commissions, fees and expenses and Capitalized Software Expenditures of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP. 

“Consolidated Interest Expense” means, with respect to any Person for any period, without duplication, the sum of: 

(a) consolidated interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense
was deducted (and not added back) in computing Consolidated Net Income (including (i) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (ii) all commissions, discounts and other fees and
charges owed with respect to letters of credit or bankers acceptances, (iii) non-cash interest payments (but excluding any non-cash interest expense attributable to the movement in mark-to-market valuation of Hedging Obligations or derivative
instruments pursuant to GAAP), (iv) the interest component of Capitalized Lease Obligations, and (v) net payments, if any made (less net payments, if any, received), pursuant to interest rate Hedging Obligations with respect to
Indebtedness, and excluding (q) annual agency fees paid to the administrative agents and collateral agents under any Credit Facilities, (r) costs associated with obtaining Hedging Obligations, (s) any expense resulting from the
discounting of any Indebtedness in connection with the application of recapitalization accounting or, if applicable, purchase accounting in connection with the Transactions or any acquisition, (t) penalties and interest relating to taxes,
(u) any “additional interest” or “liquidated damages” with respect to other securities for failure to timely comply with registration rights obligations, (v) amortization or expensing of deferred financing fees,
amendment and consent fees, debt issuance costs, commissions, fees and expenses and discounted liabilities, (w) any expensing of bridge, commitment and other financing fees and any other fees related to the Transactions or any acquisitions
after the Issue Date, (x) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Qualified Securitization Facility and (y) any accretion of accrued interest on discounted liabilities and
any prepayment premium or penalty); plus 

  
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 (b) consolidated capitalized interest of such Person and its Restricted
Subsidiaries for such period, whether paid or accrued; less 
 (c) interest income of such Person and its Restricted
Subsidiaries for such period. 
 For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an
interest rate reasonably determined by such Person to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. 

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

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

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

(e) the Net Income for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary, or that is
accounted for by the equity method of accounting shall be excluded; provided, that Consolidated Net Income of such Person shall be increased by the amount of dividends or distributions or other payments (other than Excluded Contributions)
that are actually paid (or, in the case of Net Income of Mid-Ohio Emergency Services LLC, could have been paid) in cash (or to the extent converted into cash) to such Person or a Restricted Subsidiary thereof in respect of such period; 

  
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 (f) solely for the purpose of determining the amount available for Restricted
Payments under clause (C)(1) of Section 4.07(a) hereof, the Net Income for such period of any Restricted Subsidiary (other than the Issuer and any Guarantor) shall be excluded to the extent that the declaration or payment of dividends or
similar distributions by that Restricted Subsidiary of its Net Income is not at the date of determination permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of
its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders (other than restrictions in the Notes or this Indenture), unless such
restriction with respect to the payment of dividends or similar distributions has been legally waived; provided that Consolidated Net Income of such Person will be increased by the amount of dividends or other distributions or other payments
actually paid in Cash Equivalents (or to the extent converted into Cash Equivalents) to such Person or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein; 

(g) effects of adjustments (including the effects of such adjustments pushed down to such Person and its Restricted
Subsidiaries) in such Person’s consolidated financial statements pursuant to GAAP (including in the inventory (including any impact of changes to inventory valuation policy methods, including changes in capitalization of variances), property
and equipment, software, goodwill, intangible assets, in-process research and development, deferred revenue and debt line items thereof) resulting from the application of recapitalization accounting or purchase accounting, as the case may be, in
relation to the Transactions or any consummated acquisition or joint venture investment or the amortization or write-off or write-down of any amounts thereof, net of taxes, shall be excluded; 

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

(j) any equity-based or non-cash compensation charge or expense including any such charge or expense arising from grants of
stock appreciation or similar rights, stock options, restricted stock, profits interests or other rights or equity or equity-based incentive programs (“equity incentives”), any one-time cash charges associated with the equity
incentives or other long-term incentive compensation plans, rollover, acceleration, or payout of Equity Interests by management, other employees or business partners of Holdings or any of its direct or indirect parent companies, shall be excluded;

 (k) any fees, expenses or charges incurred during such period, or any amortization thereof for such period, in connection
with any acquisition, recapitalization, Investment, Asset Sale, disposition, incurrence or repayment of Indebtedness (including such fees, expenses or charges related to the offering and issuance of the Notes and other securities and the syndication
and incurrence of any Credit Facilities), issuance of Equity Interests, refinancing transaction or amendment or modification of any debt instrument (including any amendment or other modification of the Notes and other securities and any Credit
Facilities) and including, in each case, any such transaction consummated on or prior to the Issue Date and any such transaction undertaken but not completed, and any charges or non-recurring merger costs incurred during such period as a result of
any such transaction, in each case whether or not successful or 

  
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consummated (including, for the avoidance of doubt, the effects of expensing all transaction related expenses in accordance with Financial Accounting Standards Board Accounting Standards
Codification Topic No. 805, Business Combinations), shall be excluded; 
 (l) accruals and reserves that are
established or adjusted within 12 months after the Issue Date that are so required to be established or adjusted as a result of the Transactions (or within 12 months after the closing of any acquisition that are so required to be established as a
result of such acquisition) in accordance with GAAP or changes as a result of modifications of accounting policies shall be excluded; 

(m) any expenses, charges or losses to the extent covered by insurance or indemnity and actually reimbursed, or, so long as
such Person has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer or indemnifying party and only to the extent that such amount is in fact reimbursed within 365 days of the date of
the insurable or indemnifiable event (net of any amount so added back in any prior period to the extent not so reimbursed within the applicable 365-day period), shall be excluded; 

(n) any noncash compensation expense resulting from the application of Accounting Standards Codification Topic No. 718,
Compensation—Stock Compensation, shall be excluded; 
 (o) the following items shall be excluded: 

(i) any net unrealized gain or loss (after any offset) resulting in such period from Hedging Obligations and the application of
Accounting Standards Codification Topic No. 815, Derivatives and Hedging; 
 (ii) any net unrealized gain or loss
(after any offset) resulting in such period from currency translation gains or losses including those related to currency remeasurements of Indebtedness (including any net loss or gain resulting from Hedging Obligations for currency exchange risk)
and any other foreign currency translation gains and losses, to the extent such gains or losses are non-cash items; 
 (iii)
any adjustments resulting for the application of Accounting Standards Codification Topic No. 460, Guarantees, or any comparable regulation; 

(iv) effects of adjustments to accruals and reserves during a prior period relating to any change in the methodology of
calculating reserves for returns, rebates and other chargebacks; and 
 (v) earn-out and contingent consideration obligations
(including to the extent accounted for as bonuses or otherwise) and adjustments thereof and purchase price adjustments; 

(p) any gain or loss recognized in determining Consolidated Net Income in respect of post-retirement benefits as a result of
the application of Statement of Financial Accounting Standards No. 106 shall be excluded; and 
 (q) if such Person is
treated as a disregarded entity or partnership for U.S. federal, state and/or local income tax purposes for such period or any portion thereof, the amount of distributions actually made to any direct or indirect parent company of such Person in
respect of such period in accordance with clause (xv)(B) under Section 4.07(b) shall be included in calculating Consolidated Net Income as though such amounts had been paid as taxes directly by such Person for such period. 

  
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 In addition, to the extent not already included in the Consolidated Net Income of such Person and
its Restricted Subsidiaries, notwithstanding anything to the contrary in the foregoing, Consolidated Net Income shall include the amount of proceeds received from business interruption insurance and reimbursements of any expenses and charges that
are covered by indemnification or other reimbursement provisions in connection with any acquisition, Investment or any sale, conveyance, transfer or other disposition of assets permitted under this Indenture. 

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

“Consolidated Secured Debt Ratio” as of any date of determination means, the ratio of (a) Consolidated Total
Indebtedness of Holdings and its Restricted Subsidiaries that is secured by Liens on the property of Holdings and its Restricted Subsidiaries as of the end of the most recent fiscal quarter for which internal financial statements are available
immediately preceding the date on which such event for which such calculation is being made shall occur minus Cash Equivalents included on the consolidated balance sheet of Holdings as of the end of such most recent fiscal quarter to
(b) EBITDA of Holdings for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur, in each
case with such pro forma adjustments to Consolidated Total Indebtedness, Cash Equivalents and EBITDA as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio
(other than as set forth in the proviso to the first paragraph thereof). 
 “Consolidated Total Indebtedness” means, as at
any date of determination, an amount equal to the sum of (a) the aggregate amount of all outstanding Indebtedness of Holdings and its Restricted Subsidiaries on a consolidated basis consisting of Indebtedness for borrowed money, Obligations in
respect of Capitalized Lease Obligations and debt obligations evidenced by bonds, notes, debentures, promissory notes and similar instruments, as determined in accordance with GAAP (excluding for the avoidance of doubt all undrawn amounts under
revolving credit facilities and letters of credit, and all obligations relating to Qualified Securitization Facilities) and (b) the aggregate amount of all outstanding Disqualified Stock of Holdings and all Preferred Stock of its Restricted
Subsidiaries on a consolidated basis, with the amount of such Disqualified Stock and Preferred Stock equal to the greater of their respective voluntary or involuntary liquidation preferences and maximum fixed repurchase prices, in each case
determined on a consolidated basis in accordance with GAAP (but excluding the effects of any discounting of Indebtedness resulting from the application of repurchase or purchase accounting in connection with the Transactions or any acquisition);
provided, that Consolidated Total Indebtedness shall not include Indebtedness in respect of Hedging Obligations existing on the Issue Date or incurred pursuant to Section 4.09(b)(x) hereof. For purposes hereof, the “maximum fixed
repurchase price” of any Disqualified Stock or Preferred Stock that does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock or Preferred Stock as if such Disqualified Stock or
Preferred Stock were purchased on any date on which Consolidated Total Indebtedness shall be required 

  
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to be determined pursuant to this Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock or Preferred Stock, such fair market value shall be
determined reasonably and in good faith by Holdings. The U.S. Dollar-Equivalent principal amount of any Indebtedness denominated in a foreign currency will reflect the currency translation effects, determined in accordance with GAAP, of Hedging
Obligations for currency exchange risks with respect to the applicable currency in effect on the date of determination of the U.S. Dollar-Equivalent principal amount of such Indebtedness. 

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

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

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

“Controlled Investment Affiliate” means, as to any Person, any other Person which directly or indirectly is in control of, is
controlled by, or is under common control with such Person and is organized by such Person (or any Person controlling such Person) primarily for making direct or indirect equity or debt investments in Holdings and/or other companies. 

“Corporate Trust Office” means the office of the Trustee at which any time its corporate trust business related to
this Indenture shall be administered, which office at the date hereof is 150 East 42nd Street, 40th Floor, New York, New York 10017, or such other address as the Trustee may designate from time to time by notice to the Holders and the Issuer, or the
principal corporate trust office of any successor Trustee (or such other address as such successor Trustee may designate from time to time by notice to the Holders and the Issuer). 

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

  
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 “Custodian” means the Trustee, as custodian with respect to the Notes in global
form, or any successor entity thereto. 
 “Default” means any event that is, or with the passage of time or the giving of
notice or both would be, an Event of Default. 
 “Definitive Note” means a certificated Note registered in the name of the
Holder thereof and issued in accordance with Section 2.06(c) hereof, substantially in the form of Exhibit A hereto, except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in
the Global Note” attached thereto. 
 “Depositary” means, with respect to the Notes issuable or issued in whole or in
part in global form, any Person specified in Section 2.03 hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as Depositary hereunder and having become such pursuant to the applicable provision of
this Indenture. 
 “Designated Non-cash Consideration” means the fair market value of non-cash consideration received by
Holdings or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, executed by the principal financial
officer of Holdings, less the amount of Cash Equivalents received in connection with a subsequent sale, redemption or repurchase of or collection or payment on such Designated Non-cash Consideration. 

“Designated Preferred Stock” means Preferred Stock of Holdings or any direct or indirect parent company thereof (in each case
other than Disqualified Stock) that is issued for cash (other than to a Restricted Subsidiary or an employee stock ownership plan or trust established by Holdings or any of its Subsidiaries) and is so designated as Designated Preferred Stock,
pursuant to an Officer’s Certificate executed by the principal financial officer of Holdings or the applicable parent company thereof, as the case may be, on the issuance date thereof, the cash proceeds of which are excluded from the
calculation set forth in clause (C) of Section 4.07(a) hereof. 
 “Disqualified Stock” means, with respect to any
Person, any Capital Stock of such Person which, by its terms, or by the terms of any security into which it is convertible or for which it is putable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable (other
than solely as a result of a change of control or asset sale) pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than solely as a result of a change of control or asset sale), in whole or
in part, in each case prior to the date 91 days after the earlier of the maturity date of the Notes or the date the Notes are no longer outstanding; provided, that if such Capital Stock is issued to any plan for the benefit of employees of
Holdings or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by Holdings or its Subsidiaries in order to satisfy applicable
statutory or regulatory obligations; provided, further, that any Capital Stock held by any future, current or former employee, director, officer, manager or consultant (or their respective Controlled Investment Affiliates or Immediate
Family Members) of Holdings, any of its Subsidiaries, any of its direct or indirect parent companies or any other entity in which Holdings or a Restricted Subsidiary has an Investment and is designated in good faith as an
“affiliate” by the Board of Directors of Holdings (or the compensation committee thereof), in each case pursuant to any stock subscription or shareholders’ agreement, management equity plan or stock option plan or any other
management or employee benefit plan or agreement, shall not constitute Disqualified Stock solely because it may be required to be repurchased by Holdings or its Subsidiaries or in order to satisfy applicable statutory or regulatory obligations. 


  
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 “EBITDA” means, with respect to any Person for any period, the Consolidated Net
Income of such Person for such period: 
 (a) increased (without duplication) by the following, in each case (other than with
respect to clauses (viii) and (xi)) to the extent deducted (and not added back) in determining Consolidated Net Income for such period: 

(i) (A) provision for taxes based on income or profits or capital, including, without limitation, federal, state, franchise and
similar taxes (such as the Delaware franchise tax, the Pennsylvania capital tax, the Texas margin tax and provincial capital taxes paid in Canada) and foreign withholding taxes (including any future taxes or other levies which replace or are
intended to be in lieu of such taxes and any penalties and interest related to such taxes or arising from tax examinations), (B) if such Person is treated as a disregarded entity or partnership for U.S. federal, state and/or local income tax
purposes for such period or any portion thereof, the amount of distributions actually made to any direct or indirect parent company of such Person in respect of such period in accordance with clause (xv)(B) under Section 4.07(b) and
(C) the net tax expense associated with any adjustments made pursuant to clauses (a) through (q) of the definition of “Consolidated Net Income”; plus 

(ii) Fixed Charges of such Person for such period (including (x) net losses on Hedging Obligations or other derivative
instruments entered into for the purpose of hedging interest rate risk, (y) bank fees and other financing fees and (z) costs of surety bonds in connection with financing activities, plus amounts excluded from Consolidated Interest Expense
as set forth in clauses (a)(q) through (y) in the definition thereof); plus 
 (iii) Consolidated
Depreciation and Amortization Expense of such Person for such period; plus 
 (iv) the amount of any restructuring
charges or reserves, equity-based or non-cash compensation charges or expenses including any such charges or expenses arising from grants of stock appreciation or similar rights, stock options, restricted stock or other rights, retention charges
(including charges or expenses in respect of incentive plans), start-up or initial costs for any project or new production line, division or new line of business or other business optimization expenses or reserves including, without limitation,
costs or reserves associated with improvements to IT and accounting functions, integration and facilities opening costs or any one-time costs incurred in connection with acquisitions and Investments and costs related to the closure and/or
consolidation of facilities; plus 
 (v) any other non-cash charges, including any write-offs or write-downs reducing
Consolidated Net Income for such period (provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, (A) Holdings may elect not to add back such non-cash charge in the current
period and (B) to the extent Holdings elects to add back such non-cash charge, the cash payment in respect thereof in such future period shall be subtracted from EBITDA to such extent, and excluding amortization of a prepaid cash item that was
paid in a prior period); plus 

  
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 (vi) the amount of any non-controlling interest or minority interest expense
consisting of Restricted Subsidiary income attributable to minority equity interests of third parties in any non-Wholly Owned Subsidiary; plus 

(vii) [Reserved]; 

(viii) the amount of (x) “run rate” cost savings, operating expense reductions and revenue synergies related to
the Transactions that are reasonably identifiable and factually supportable (it is understood and agreed that “run rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or
expected to be taken, net of the amount of actual benefits realized during such period from such actions) and projected by Holdings in good faith to result from actions that have been taken or with respect to which substantial steps have been taken
or are expected to be taken (in the good faith determination of Holdings) within 36 months after the Issue Date, net the amount of actual benefits realized during such period from such actions, and (y) “run rate” cost savings,
operating expense reductions and revenue synergies related to mergers and other business combinations, acquisitions, divestitures, discontinued operations, Investments, restructurings, cost savings initiatives and other similar initiatives
consummated after the Issue Date that are reasonably identifiable and factually supportable and projected by Holdings in good faith to result from actions that have been taken or with respect to which substantial steps have been taken or are
expected to be taken (in the good faith determination of Holdings) within 24 months after a merger or other business combination, acquisition, divestiture, discontinued operation, Investment, restructuring, cost savings initiative or other
initiative is consummated, net the amount of actual benefits realized during such period from such actions; provided, however, that the aggregate amount of any such “run rate” cost savings, operating expense reductions and
revenue synergies in clauses (x) and (y) shall not exceed in the aggregate 15.0% of EBITDA for such period (before giving effect to any such savings, operating expense reductions or revenue synergies); plus 

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

  
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 (b) decreased (without duplication) by the following, in each case to the extent
included in determining Consolidated Net Income for such period: 
 (i) non-cash gains increasing Consolidated Net Income of
such Person for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced EBITDA in any prior period and any non-cash gains with respect to cash actually
received in a prior period so long as such cash did not increase EBITDA in such prior period; plus 
 (ii) any net
income from disposed, abandoned or discontinued operations; plus 
 (iii) the reduction in compensation expense
attributable to investment loss with respect to funded deferred compensation account balances. 
 “EMU” means economic and
monetary union as contemplated in the Treaty on European Union. 
 “Equity Interests” means Capital Stock and all warrants,
options or other rights to acquire Capital Stock, but excluding any debt security that is convertible into, or exchangeable for, Capital Stock. 

“Equity Offering” means any public or private sale or issuance of common stock or Preferred Stock (excluding Disqualified
Stock), of Holdings or any of its direct or indirect parent companies other than: 
 (a) public offerings with respect to
Holdings’ or any direct or indirect parent company’s common stock registered on Form S-4 or Form S-8; 
 (b)
issuances to any Subsidiary of Holdings; and 
 (c) any such public or private sale or issuance that constitutes an Excluded
Contribution. 
 “euro” means the single currency of participating member states of the EMU. 

“Euroclear” means Euroclear Bank S.A./N.V., as operator of the Euroclear system, or any successor securities clearing
agency. 
 “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of
the SEC promulgated thereunder. 
 “Excluded Contribution” means net cash proceeds, marketable securities or Qualified
Proceeds received by Holdings after the Issue Date from: 
 (a) contributions to its common equity capital; 

(b) dividends, distributions, fees and other payments from any joint ventures that are not Restricted Subsidiaries; and 

(c) the sale (other than to a Subsidiary of Holdings or to any management equity plan or stock option plan or any other
management or employee benefit plan or agreement of Holdings) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of Holdings, 

  
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in each case designated as Excluded Contributions pursuant to an Officer’s Certificate executed by the principal financial officer of Holdings within 180 days of the date such capital
contributions are made, such dividends, distributions, fees or other payments are paid, or the date such Equity Interests are sold, as the case may be, which are excluded from the calculation set forth in clause (C) of Section 4.07(a)
hereof. 
 “fair market value” means, with respect to any asset or liability, the fair market value of such asset or
liability as determined by Holdings in good faith. 
 “Fixed Charge Coverage Ratio” means, with respect to any Person for
any period, the ratio of EBITDA of such Person for such period to the Fixed Charges of such Person for such period. In the event that Holdings or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any
Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) or issues or redeems Disqualified Stock or Preferred Stock subsequent to the
commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to or simultaneously with the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Fixed Charge Coverage Ratio
Calculation Date”), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness, or such issuance or
redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period; provided, however, that the pro forma calculation of Fixed Charges for purposes of
Section 4.09(a) (and for the purposes of other provisions of this Indenture that refer to Section 4.09(a)) shall not give effect to any Indebtedness being incurred on such date (or on such other subsequent date which would otherwise
require pro forma effect to be given to such incurrence) pursuant to Section 4.09(b) (other than Indebtedness incurred pursuant to Section 4.09(b)(xiv). 

For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, amalgamations, consolidations and
discontinued operations (as determined in accordance with GAAP) that have been made by Holdings or any of its Restricted Subsidiaries during the four-quarter reference period or subsequent to such reference period and on or prior to or
simultaneously with the Fixed Charge Coverage Ratio Calculation Date shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, amalgamations, consolidations and discontinued operations
(and the change in any associated Fixed Charges and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted
Subsidiary or was merged with or into Holdings or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, acquisition, disposition, merger, amalgamation, consolidation or discontinued operation that
would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger, amalgamation,
consolidation or discontinued operation had occurred at the beginning of the applicable four-quarter period. 
 For purposes of this
definition, whenever pro forma effect is to be given to an Investment, acquisition, disposition, merger, amalgamation, consolidation, discontinued operation or other transaction (including the Transactions), the pro forma calculations
shall be made in good faith by a responsible financial or accounting officer of Holdings (and may include (without duplication), for the avoidance of doubt, cost savings, revenue synergies and operating expense reductions described in
clause (a) (viii) of the definition of “EBITDA”). If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on
the Fixed Charge Coverage Ratio Calculation Date had been the applicable rate for the entire period (taking into 

  
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account any Hedging Obligations applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible
financial or accounting officer of Holdings to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving
credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period except as set forth in the first paragraph of this definition. Interest on Indebtedness
that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based
upon such optional rate chosen as Holdings may designate. 
 “Fixed Charges” means, with respect to any Person for any
period, the sum of, without duplication: 
 (a) Consolidated Interest Expense of such Person for such period; 

(b) all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Preferred
Stock during such period; and 
 (c) all cash dividends or other distributions paid (excluding items eliminated in
consolidation) on any series of Disqualified Stock during such period. 
 “Foreign Subsidiary” means any Restricted
Subsidiary that is not organized or existing under the laws of the United States, any state thereof or the District of Columbia, and any Restricted Subsidiary of such Foreign Subsidiary. 

“GAAP” means (1) generally accepted accounting principles in the United States of America which are in effect on the
Issue Date or (2) if elected by the Issuer by written notice to the Trustee in connection with the delivery of financial statements and information, the accounting standards and interpretations (“IFRS”) adopted by the
International Accounting Standard Board, as in effect on the first date of the period for which the Issuer is making such election; provided, that (a) any such election once made shall be irrevocable, (b) all financial statements
and reports required to be provided after such election pursuant to this Indenture shall be prepared on the basis of IFRS, (c) from and after such election, all ratios, computations and other determinations based on GAAP contained in this
Indenture shall be computed in conformity with IFRS, and (d) in connection with the delivery of financial statements (x) for any of its first three financial quarters of any financial year, it shall restate its consolidated interim
financial statements for such interim financial period and the comparable period in the prior year to the extent previously prepared in accordance with GAAP as in effect on the Issue Date and (y) for delivery of audited annual financial
information, it shall provide consolidated historical financial statements prepared in accordance with IFRS for the prior most recent fiscal year to the extent previously prepared in accordance with GAAP as in effect on the Issue Date. 

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

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

  
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 “Guarantee” means the guarantee by any Guarantor of the Issuer’s
Obligations under this Indenture and the Notes. 
 “Guarantor” means Holdings and each Subsidiary of Holdings (other than
the Issuer), if any, that Guarantees the Notes in accordance with the terms of this Indenture. 
 “Hedging Obligations”
means, with respect to any Person, the obligations of such Person under any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, commodity swap agreement, commodity cap agreement, commodity collar agreement,
foreign exchange contract, currency swap agreement or similar agreement providing for the transfer, modification or mitigation of interest rate, currency or commodity risks either generally or under specific contingencies. 

“Holder” means the Person in whose name a Note is registered on the Registrar’s books. 

“Immediate Family Members” means with respect to any individual, such individual’s child, stepchild, grandchild or more
remote descendant, parent, stepparent, grandparent, spouse, former spouse, qualified domestic partner, sibling, mother-in-law, father-in-law, son-in-law and daughter-in-law (including adoptive relationships) and any trust, partnership or other bona
fide estate-planning vehicle the only beneficiaries of which are any of the foregoing individuals or any private foundation or fund that is controlled by any of the foregoing individuals or any donor-advised fund of which any such individual is the
donor. 
 “Indebtedness” means, with respect to any Person, without duplication: 

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

(i) in respect of borrowed money; 

(ii) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or,
without duplication, reimbursement agreements in respect thereof); 
 (iii) representing the balance deferred and unpaid of
the purchase price of any property (including Capitalized Lease Obligations), except (A) any such balance that constitutes an obligation in respect of a commercial letter of credit, a trade payable or similar obligation to a trade creditor, in
each case accrued in the ordinary course of business and (B) any earn-out obligations until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP and is not paid after becoming due and payable; or 

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

if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability
upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP; provided, that Indebtedness of any direct or indirect parent of Holdings appearing upon the balance sheet of Holdings solely by reason of
push-down accounting under GAAP shall be excluded; 

  
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 (b) to the extent not otherwise included, any obligation by such Person to be
liable for, or to pay, as obligor, guarantor or otherwise, the obligations of the type referred to in clause (a) of a third Person (whether or not such items would appear upon the balance sheet of such obligor or guarantor), other than by
endorsement of negotiable instruments for collection in the ordinary course of business; and 
 (c) to the extent not
otherwise included, the obligations of the type referred to in clause (a) of a third Person secured by a Lien on any asset owned by such first Person, whether or not such Indebtedness is assumed by such first Person; 

provided, that notwithstanding the foregoing, Indebtedness shall be deemed not to include (a) Contingent Obligations incurred in the ordinary
course of business or (b) obligations under or in respect of Qualified Securitization Facilities, operating leases or Sale and Lease-Back Transactions (except any resulting Capitalized Lease Obligations); provided, further, that
Indebtedness shall be calculated without giving effect to the effects of Financial Accounting Standards Board Accounting Standards Codification Topic No. 815 and related interpretations to the extent such effects would otherwise increase or decrease
an amount of Indebtedness for any purpose under this Indenture as a result of accounting for any embedded derivatives created by the terms of such Indebtedness. 

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

“Independent Financial Advisor” means an accounting, appraisal, investment banking firm or consultant to Persons engaged in
Similar Businesses of nationally recognized standing that is, in the good faith judgment of Holdings, qualified to perform the task for which it has been engaged. 

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

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

“Initial Purchasers” means the initial purchasers of the Notes on the Issue Date pursuant to the purchase agreement, dated as
of November 13, 2015, among, among others, the Issuer and Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC, as representatives of such initial purchasers. 

“Interest Payment Date” means June 15 and December 15 of each year to stated maturity. 

“Intermediate Parent” means any Subsidiary of Holdings that, directly or indirectly, owns any Equity Interest of the Issuer.

 “Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or
the equivalent) by S&P, or if the applicable securities are not then rated by Moody’s or S&P, an equivalent rating by any other Rating Agency. 

“Investment Grade Securities” means: 

(a) securities issued or directly and fully guaranteed or insured by the United States government or any agency or
instrumentality thereof (other than Cash Equivalents); 

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

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

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

(b) any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such
transfer. 
 The amount of any Investment outstanding at any time shall be the original cost of such Investment, reduced by any dividend,
distribution, interest payment, return of capital, repayment or other amount received in Cash Equivalents by Holdings or a Restricted Subsidiary in respect of such Investment. 

“IPC Acquisition” means the acquisition of IPC Healthcare, Inc., as contemplated by the Merger Agreement. 

“IPC Guarantors” means the entities listed on Schedule I. 

“Issue Date” means November 23, 2015. 

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

“Issuer’s Order” means a written request or order signed on behalf of the Issuer by an Officer of the Issuer, who must
be the principal executive officer, the principal financial officer, the treasurer, the secretary, the principal accounting officer or an executive vice president of the Issuer. 

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

  
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 “Lien” means, with respect to any asset, any mortgage, lien (statutory or
otherwise), pledge, hypothecation, charge, security interest, preference, priority or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or
other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent
statutes) of any jurisdiction; provided, that in no event shall an operating lease be deemed to constitute a Lien. 

“Limited Condition Acquisition” means any acquisition, including by way of merger, amalgamation or consolidation, by Holdings
or one or more of its Restricted Subsidiaries whose consummation is not conditioned upon the availability of, or on obtaining, third party financing; provided that the Consolidated Net Income (and any other financial term derived therefrom),
other than for purposes of calculating any ratios in connection with the Limited Condition Acquisition, shall not include any Consolidated Net Income of or attributable to the target company or assets associated with any such Limited Condition
Acquisition unless and until the closing of such Limited Condition Acquisition shall have actually occurred. 
 “Merger
Agreement” means the Agreement and Plan of Merger, dated as of August 4, 2015, by and among Holdings, Intrepid Merger Sub, Inc. and IPC Healthcare, Inc., as amended, modified and supplemented from time to time. 

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

“Net Income” means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and
before any reduction in respect of Preferred Stock dividends. 
 “Net Proceeds” means the aggregate Cash Equivalents
proceeds received by Holdings or any of its Restricted Subsidiaries in respect of any Asset Sale, including any Cash Equivalents received upon the sale or other disposition of any Designated Non-cash Consideration received in any Asset Sale, net of
the direct costs relating to such Asset Sale and the sale or disposition of such Designated Non-cash Consideration, including legal, accounting and investment banking fees, payments made in order to obtain a necessary consent or required by
applicable law, and brokerage and sales commissions, any relocation expenses incurred as a result thereof, other fees and expenses, including title and recordation expenses, taxes paid or payable as a result thereof or any transactions occurring or
deemed to occur to effectuate a payment under this Indenture (after taking into account any available tax credits or deductions and any tax sharing arrangements), amounts required to be applied to the repayment of principal, premium, if any, and
interest on Senior Indebtedness or amounts required to be applied to the repayment of Indebtedness secured by a Lien on such assets and required (other than required by clause (i) of Section 4.10(b) hereof) to be paid as a result of such
transaction and any deduction of appropriate amounts to be provided by Holdings or any of its Restricted Subsidiaries as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained
by Holdings or any of its Restricted Subsidiaries after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification
obligations associated with such transaction. 
 “Non-U.S. Person” means a Person who is not a U.S. Person. 

  
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 “Notes” means any Note authenticated and delivered under this Indenture.
Unless the context requires otherwise, all references to “Notes” for all purposes of this Indenture shall include the Initial Notes and any Additional Notes that are actually issued. The Initial Notes offered by the Issuer and any
Additional Notes subsequently issued under this Indenture will be treated as a single class for all purposes under this Indenture, including waivers, amendments, redemptions and offers to purchase, except for certain waivers and amendments as set
forth herein. 
 “Obligations” means any principal, interest (including any interest accruing on or subsequent to
the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law),
premium, penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and banker’s acceptances), damages and other liabilities, and guarantees of payment of such principal, interest,
penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness. 

“Offering Memorandum” means the offering memorandum, dated November 13, 2015, relating to the sale of the Initial Notes.

 “Officer” means the Chairman of the Board of Directors, the Chief Executive Officer, the Chief Financial Officer, the
Chief Operating Officer, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of Holdings or the Issuer. 

“Officer’s Certificate” means a certificate signed on behalf of a Person by an Officer of such Person that meets the
requirements set forth in this Indenture. Unless otherwise indicated, Officer’s Certificate shall refer to an Officer’s Certificate of an Officer of the Issuer. 

“Opinion of Counsel” means a written opinion from legal counsel who is reasonably acceptable to the Trustee. The counsel may
be an employee of or counsel to Holdings or the Issuer. 
 “Participant” means, with respect to the Depositary, a
Person who has an account with the Depositary (and, with respect to DTC, shall include Euroclear and Clearstream). 

“Permitted Asset Swap” means the substantially concurrent purchase and sale or exchange of Related Business Assets or a
combination of Related Business Assets and Cash Equivalents between Holdings or any of its Restricted Subsidiaries and another Person; provided, that any Cash Equivalents received must be applied in accordance with Section 4.10 hereof.

 “Permitted Investments” means: 

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

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

(c) any Investment by Holdings or any of its Restricted Subsidiaries in a Person (including, to the extent constituting an
Investment, in assets of a Person that represent substantially all of its assets or a division, business unit or product line, including research and development and related assets in respect of any product) that is engaged directly or through
entities that will be Restricted Subsidiaries in a Similar Business if as a result of such Investment: 
 (i) such Person
becomes a Restricted Subsidiary; or 

  
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 (ii) such Person, in one transaction or a series of related transactions, is
amalgamated, merged or consolidated with or into, or transfers or conveys substantially all of its assets (or such division, business unit or product line) to, or is liquidated into, Holdings or a Restricted Subsidiary, 

and, in each case, any Investment held by such Person; provided, that such Investment was not acquired by such Person in contemplation
of such acquisition, merger, amalgamation, consolidation or transfer; 
 (d) any Investment in securities or other assets,
including earn-outs, not constituting Cash Equivalents or Investment Grade Securities and received in connection with an Asset Sale made pursuant to Section 4.10(a) hereof or any other disposition of assets not constituting an Asset Sale; 

(e) any Investment existing on the Issue Date or made pursuant to binding commitments in effect on the Issue Date or an
Investment consisting of any extension, modification or renewal of any such Investment or binding commitment existing on the Issue Date; provided, that the amount of any such Investment may be increased in such extension, modification or
renewal only (i) as required by the terms of such Investment or binding commitment as in existence on the Issue Date (including as a result of the accrual or accretion of interest or original issue discount or the issuance of pay-in-kind
securities) or (ii) as otherwise permitted under this Indenture; 
 (f) any Investment acquired by Holdings or any of
its Restricted Subsidiaries: 
 (i) consisting of extensions of credit in the nature of accounts receivable or notes
receivable arising from the grant of trade credit in the ordinary course of business; 
 (ii) in exchange for any other
Investment or accounts receivable, endorsements for collection or deposit held by Holdings or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other
Investment or accounts receivable (including any trade creditor or customer); 
 (iii) in satisfaction of judgments against
other Persons; or 
 (iv) as a result of a foreclosure by Holdings or any of its Restricted Subsidiaries with respect to any
secured Investment or other transfer of title with respect to any secured Investment in default; 
 (g) Hedging Obligations
permitted under Section 4.09(b)(x) hereof; 
 (h) any Investment in a Similar Business having an aggregate fair market
value taken together with all other Investments made pursuant to this clause (h) that are at that time outstanding not to exceed the greater of (a) $100.0 million and (b) 2.5% of Total Assets (in each case, determined on the date such
Investment is made, with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value); provided, however, that if any Investment pursuant to this clause (h) is made in
any Person that is not a Restricted Subsidiary at the date of the making of such Investment and such Person becomes a Restricted Subsidiary after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (a)
above and shall cease to have been made pursuant to this clause (h); 

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

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

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

(l) Investments consisting of purchases or other acquisitions of inventory, supplies, material or equipment or the licensing or
contribution of intellectual property pursuant to joint marketing arrangements with other Persons; 
 (m) Investments having
an aggregate fair market value, taken together with all other Investments made pursuant to this clause (m) that are at that time outstanding (without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such
sale do not consist of cash or marketable securities), not to exceed the greater of (a) $100.0 million and (b) 2.5% of Total Assets (in each case, determined on the date such Investment is made, with the fair market value of each
Investment being measured at the time made and without giving effect to subsequent changes in value); provided, however, that if any Investment pursuant to this clause (m) is made in any Person that is not a Restricted Subsidiary at the
date of the making of such Investment and such Person becomes a Restricted Subsidiary after such date, such investment shall thereafter be deemed to have been made pursuant to clause (a) above and shall cease to have been made pursuant to this
clause (m); 
 (n) Investments in or relating to a Securitization Subsidiary that, in the good faith determination of
Holdings are necessary or advisable to effect any Qualified Securitization Facility (including any contribution of replacement or substitute assets to such subsidiary) or any repurchase obligation in connection therewith; 

(o) advances to, or guarantees of Indebtedness of, employees not in excess of $15.0 million outstanding in the aggregate;

 (p) loans and advances to employees, directors, officers, managers, consultants and independent contractor physicians
(i) for business-related travel expenses, moving expenses and other similar expenses or payroll advances, in each case incurred in the ordinary course of business or consistent with past practices, (ii) to fund such Person’s purchase
of Equity Interests of Holdings or any direct or indirect parent company thereof or (iii) in the case of independent contractor physicians, advances of salary in the ordinary course of business; 

(q) advances, loans or extensions of trade credit in the ordinary course of business or consistent with past practice by
Holdings or any of its Restricted Subsidiaries; 

  
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 (r) any Investment in any Subsidiary or any joint venture in connection with
intercompany cash management arrangements or related activities arising in the ordinary course of business or consistent with past practice; 

(s) [Reserved]; 

(t) [Reserved]; 

(u) Investments in prepaid expenses, negotiable instruments held for collection and lease, utility and workers compensation,
performance and similar deposits entered into as a result of the operations of the business in the ordinary course of business or consistent with past practice; 

(v) repurchases of Notes; 

(w) Investments in the ordinary course of business or consistent with past practice consisting of Uniform Commercial Code
Article 3 endorsements for collection of deposit and Article 4 customary trade arrangements with customers consistent with past practices; 

(x) Investments consisting of promissory notes issued by the Issuer or any Guarantor to future, present or former officers,
directors and employees, members of management, or consultants of Holdings or any of its Restricted Subsidiaries or their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of Holdings or any
direct or indirect parent thereof, to the extent the applicable Restricted Payment is permitted by Section 4.07 hereof; 

(y) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization
of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or consistent with past practice or upon the foreclosure with respect to any secured
Investment or other transfer of title with respect to any secured Investment; 
 (z) Investments (i) by a Captive
Insurance Subsidiary made in the ordinary course of its business or consistent with past practice, and (ii) in a Captive Insurance Subsidiary in the ordinary course of business or required under statutory or regulatory authority applicable to
such Captive Insurance Subsidiary; 
 (aa) [Reserved]; 

(bb) Investments in joint ventures of Holdings or any Restricted Subsidiaries existing on the Issue Date; 

(cc) Investments in joint ventures of Holdings or any of its Restricted Subsidiaries, taken together with all other Investments
made pursuant to this clause (cc) that are at that time outstanding, not to exceed the greater of (a) $75.0 million and (b) 2.0% of Total Assets (in each case, determined on the date such Investment is made, with the fair market value
of each Investment being measured at the time made and without giving effect to subsequent changes in value); 

  
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 (dd) transfers of assets to Related Professional Corporations to the extent
required under the express contractual terms of applicable management contracts in the ordinary course of business; 
 (ee)
Investments in the form of loans by Holdings or any of its Restricted Subsidiaries to Related Professional Corporations in the ordinary course of business; and 

(ff) (i) loans and advances made in connection with the formation and support of new medical groups with which Holdings or any
of its Restricted Subsidiaries has entered into (or is contemporaneously entering into) a management/services agreement and (ii) loans and advances made to new clients of Holdings or one or more Restricted Subsidiaries responsible for
performing and maintaining third-party billing services in connection with the transfer of new accounts; provided that the aggregate principal amount of such Investments set forth in clauses (i) and (ii) shall not exceed at any time
outstanding the greater of (A) $50.0 million and (B) 1.5% of Total Assets. 
 “Permitted Liens” means, with
respect to any Person: 
 (a) pledges, deposits or security by such Person under workmen’s compensation laws,
unemployment insurance, employers’ health tax, and other social security laws or similar legislation or other insurance-related obligations (including, but not limited to, in respect of deductibles, self-insured retention amounts and premiums
and adjustments thereto) or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance, or good faith deposits
in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or U.S. government bonds to
secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case incurred in the ordinary course of business; 

(b) Liens imposed by law, such as landlords’, carriers’, warehousemen’s, materialmen’s, repairmen’s
and mechanics’ Liens, in each case for sums not yet overdue for a period of more than 45 days or, if more than 45 days overdue, that are unfiled and no other action has been taken to enforce such Lien or that are being contested in good
faith by appropriate actions or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review if adequate reserves with respect thereto
are maintained on the books of such Person in accordance with GAAP; 
 (c) Liens for taxes, assessments or other governmental
charges not yet overdue for a period of more than 30 days or not yet payable or subject to penalties for nonpayment or which are being contested in good faith by appropriate actions diligently conducted, if adequate reserves with respect thereto are
maintained on the books of such Person in accordance with GAAP; 
 (d) Liens in favor of issuers of performance, surety, bid,
indemnity, warranty, release, appeal or similar bonds or with respect to other regulatory requirements or letters of credit or bankers’ acceptances issued, and completion guarantees provided for, in each case, issued pursuant to the request of
and for the account of such Person in the ordinary course of its business or consistent with past practice prior to the Issue Date; 

  
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 (e) minor survey exceptions, minor encumbrances, ground leases, easements or
reservations of, or rights of others for, licenses, rights-of-way, servitudes, sewers, electric lines, drains, telegraph, telephone and cable television lines and other similar purposes, or zoning, building codes or other restrictions (including
minor defects and irregularities in title and similar encumbrances) as to the use of real properties or Liens incidental, to the conduct of the business of such Person or to the ownership of its properties which were not incurred in connection with
Indebtedness and which do not in the aggregate materially interfere with the ordinary conduct of the business of Holdings or any of its Restricted Subsidiaries, taken as a whole, and exceptions on title policies insuring liens granted on Mortgaged
Properties (as defined in the Senior Secured Credit Facilities); 
 (f) Liens securing Obligations relating to any
Indebtedness permitted to be incurred pursuant to clause (iv), (xii), (xiii), (xiv), (xxiii) or (xxv) of Section 4.09(b) hereof; provided, that (a) Liens securing Obligations relating to any Indebtedness, Disqualified
Stock or Preferred Stock to be incurred pursuant to clause (iv) of Section 4.09(b) hereof extend only to the assets so purchased, leased or improved; (b) Liens securing Obligations relating to any Indebtedness permitted to be incurred
pursuant to clause (xiii) of Section 4.09(b) hereof relate only to Obligations relating to Refinancing Indebtedness that (x) is secured by Liens on all or part of the same assets or the same categories or types of assets as the assets
(plus improvements, accessions, proceeds or dividends or distributions in respect thereof, or replacements of any thereof) that secured the Indebtedness being refinanced or (y) extends, replaces, refunds, refinances, renews or defeases
Indebtedness incurred or Disqualified Stock or Preferred Stock issued under clauses (iii) (solely to the extent such Indebtedness was secured by a Lien prior to such refinancing), (iv) or (xii) (solely to the extent such Indebtedness
was secured by a Lien prior to such refinancing) of Section 4.09(b) hereof; (c) Liens securing Indebtedness permitted to be incurred pursuant to clause (xiv) of Section 4.09(b) hereof shall only be permitted if such Liens are
limited to all or part of the same property or assets, including Capital Stock (plus improvements, accessions, proceeds or dividends or distributions in respect thereof, or replacements of any thereof) acquired, or of any Person acquired or merged
or consolidated with or into Holdings or any Restricted Subsidiary, in any transaction to which such Indebtedness relates; and (d) Liens securing Indebtedness permitted to be incurred pursuant to clauses (xxiii) and (xxv) of
Section 4.09(b) hereof shall only be permitted if such Liens extend only to the assets of Restricted Subsidiaries (other than the Issuer) that are not Guarantors; 

(g) Liens existing on the Issue Date (excluding Liens securing the Senior Secured Credit Facilities), including Liens securing
any Refinancing Indebtedness of any Indebtedness so long as the Liens securing such Refinancing Indebtedness are limited to all or part of the same assets or the same categories or types of assets as the assets that secured the Indebtedness being
refinanced; 
 (h) Liens on property or shares of stock or other assets of a Person at the time such Person becomes a
Subsidiary; provided, that such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided, further, that such Liens may not extend to any other property
or other assets owned by Holdings or any of its Restricted Subsidiaries; 
 (i) Liens on property or other assets at the time
Holdings or a Restricted Subsidiary acquired the property or such other assets, including any acquisition by means of a merger, amalgamation or consolidation with or into Holdings or any of its Restricted Subsidiaries; provided, that such
Liens are not created or incurred in connection with, or in contemplation of, such acquisition, amalgamation, merger or consolidation; provided, further, that the Liens may not extend to any other property owned by Holdings or any of
its Restricted Subsidiaries; 

  
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 (j) Liens securing Obligations relating to any Indebtedness or other obligations
of a Restricted Subsidiary owing to Holdings or another Restricted Subsidiary permitted to be incurred in accordance with Section 4.09 hereof; 

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

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

(m) leases, sub-leases, licenses or sub-licenses granted to others in the ordinary course of business which do not materially
interfere with the ordinary conduct of the business of Holdings or any of its Restricted Subsidiaries, taken as a whole, and do not secure any Indebtedness; 

(n) Liens arising from Uniform Commercial Code (or equivalent statute) financing statement filings regarding operating leases
or consignments entered into by Holdings and its Restricted Subsidiaries in the ordinary course of business or purported Liens evidenced by the filing of precautionary Uniform Commercial Code financing statements or similar public filings; 

(o) Liens in favor of the Issuer or any Guarantor; 

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

  
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 (t) Liens securing obligations in an aggregate principal amount outstanding which
does not exceed the greater of (a) $75.0 million and (b) 2.0% of Total Assets (in each case, determined as of the date of such incurrence); 

(u) security given to a public utility or any municipality or governmental authority when required by such utility or authority
in connection with the operations of that Person in the ordinary course of business; 
 (v) Liens securing judgments for the
payment of money not constituting an Event of Default under clause (v) of Section 6.01(a) hereof; 
 (w) Liens in
favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business; 

(x) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code or any comparable or
successor provision on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business, and (iii) in favor of banking institutions arising as
a matter of law or under general terms and conditions encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry; 

(y) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 4.09 hereof;
provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement; 

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

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

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

  
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 (ee) Liens solely on any cash earnest money deposits made by Holdings or any of
its Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted by this Indenture; 

(ff) ground leases in respect of real property on which facilities owned or leased by Holdings or any of its Subsidiaries are
located; 
 (gg) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect
thereto; 
 (hh) Liens on Capital Stock of an Unrestricted Subsidiary that secure Indebtedness or other obligations of such
Unrestricted Subsidiary; 
 (ii) Liens on the assets of non-guarantor Restricted Subsidiaries (other than the Issuer)
securing Indebtedness of such Subsidiaries that were permitted by the terms of this Indenture to be incurred; 
 (jj) Liens
on cash advances in favor of the seller of any property to be acquired in an Investment permitted under this Indenture to be applied against the purchase price for such Investment; 

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

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

(mm) Liens incurred by a Captive Insurance Subsidiary in favor of a fronting professional liability insurance carrier to secure
any Captive Insurance Subsidiary’s obligations to pay professional liability insurance claims and expenses on a “claims reported” basis; 

(nn) Liens securing Indebtedness (including Liens securing any Obligations in respect thereof) permitted to be incurred
pursuant to Section 4.09 (including, without limitation, Indebtedness incurred under one or more Credit Facilities) so long as after giving pro forma effect to such incurrence and such Liens the Consolidated Secured Debt Ratio of
Holdings and its Restricted Subsidiaries shall be equal to or less than 3.90 to 1.00 for Holdings’ most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such
Lien is incurred; and 
 (oo) Liens securing obligations in respect of (i) Indebtedness and other Obligations incurred
under Credit Facilities, including any letter of credit facility relating thereto, that was incurred pursuant to clause (i) of Section 4.09(b) and (ii) obligations of Holdings or any Subsidiary in respect of any Bank Products or
Hedging Obligation provided by any lender party to any Credit Facility or any Affiliate of such lender (or any Person that was a lender or an Affiliate of a lender at the time the applicable agreements pursuant to which such Bank Products are
provided were entered into). 

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

“Preferred Stock” means any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution
or winding up. 
 “Private Placement Legend” means the legend set forth in Section 2.06(g)(i) hereof to be placed on
all Notes issued under this Indenture, except where otherwise permitted by the provisions of this Indenture. 
 “PUG Ltd.”
means Physicians Underwriting Group, Ltd., a Cayman Islands entity. 
 “Purchase Money Obligations” means any Indebtedness
incurred to finance or refinance the acquisition, leasing, construction or improvement of property (real or personal) or assets, and whether acquired through the direct acquisition of such property or assets, or otherwise (including through the
purchase of Capital Stock of any Person owning such property or assets). 
 “QIB” means a “qualified institutional
buyer” as defined in Rule 144A. 
 “Qualified Proceeds” means the fair market value of assets that are used or useful
in, or Capital Stock of any Person engaged in, a Similar Business. 
 “Qualified Securitization Facility” means any
securitization financing facility (i) that meets the following conditions: (A) the Board of Directors or management of Holdings shall have determined in good faith that such Securitization Facility is in the aggregate economically fair and
reasonable to Holdings and (B) all sales and/or contributions of Securitization Assets and related assets to the applicable Securitization Subsidiary are made at fair market value (as determined in good faith by Holdings) or
(ii) constituting a receivables or payables financing or factoring facility. 
 “Rating Agencies” means Moody’s
and S&P or if Moody’s or S&P or both shall not make a rating on the Notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by Holdings which shall be substituted for
Moody’s or S&P or both, as the case may be. 
 “Record Date” means, for the interest payable on any applicable
Interest Payment Date, the June 1 and December 1 (whether or not a Business Day) immediately preceding such Interest Payment Date. 

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

“Regulation S Global Note” means a Regulation S Temporary Global Note or Regulation S Permanent Global Note, as applicable.

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

  
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 “Regulation S Temporary Global Note” means a temporary Global Note,
substantially in the form of Exhibit A hereto, bearing the Global Note Legend and the Private Placement Legend and the Regulation S Temporary Global Note Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its
nominee, issued in a denomination equal to the outstanding principal amount of the Notes initially sold in reliance on Rule 903. 

“Regulation S Temporary Global Note Legend” means the legend set forth in Section 2.06(g)(iii) hereof. 

“Related Business Assets” means assets (other than Cash Equivalents) used or useful in a Similar Business or any securities
of a Person received by Holdings or a Restricted Subsidiary in exchange for assets transferred by Holdings or a Restricted Subsidiary; provided that any such securities shall not be deemed to be Related Business Assets, unless upon receipt of
the securities of such Person, such Person would become a Restricted Subsidiary. 
 “Related Professional Corporation”
means each professional Person (other than a natural person or joint venture), with respect to which (i) Holdings, directly or indirectly, has the right to designate or replace the sole shareholder or equivalent thereof (or a majority of the
shareholders or equivalent thereof, if applicable) pursuant to an agreement between such professional Person and the Issuer or any Guarantor and (ii) Holdings has the right to participate, directly or indirectly, in the profits or losses of
such professional Person in accordance with the applicable management/services agreement. 
 “Responsible Officer” means,
when used with respect to the Trustee, any officer within the corporate trust department of the Trustee, including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the
Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such Person’s knowledge of and familiarity
with the particular subject and, in each case, who shall have direct responsibility for the administration of this Indenture. 

“Restricted Definitive Note” means a Definitive Note bearing, or that is required to bear, the Private Placement Legend. 

“Restricted Global Note” means a Global Note bearing, or that is required to bear, the Private Placement Legend. 

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

“Restricted Period” means, in respect of any Note issued under Regulation S, the 40-day distribution compliance period as
defined in Regulation S applicable to such Note. 
 “Restricted Subsidiary” means, at any time, any direct or indirect
Subsidiary of Holdings (including any Foreign Subsidiary) that is not then an Unrestricted Subsidiary; provided, that upon an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the
definition of “Restricted Subsidiary.” 
 “Rule 144” means Rule 144 promulgated under the Securities Act.

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

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

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

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

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

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

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated
thereunder. 
 “Securitization Assets” means the accounts receivable, royalty or other revenue streams and other rights to
payment and any other assets related thereto subject to a Qualified Securitization Facility and the proceeds thereof. 

“Securitization Facility” means any of one or more receivables or securitization financing facilities as amended,
supplemented, modified, extended, renewed, restated or refunded from time to time, the Obligations of which are non-recourse (except for customary representations, warranties, covenants and indemnities made in connection with such facilities) to
Holdings or any of its Restricted Subsidiaries (other than a Securitization Subsidiary) pursuant to which Holdings or any of its Restricted Subsidiaries sells or grants a security interest in its accounts receivable or Securitization Assets or
assets related thereto to either (a) a Person that is not Holdings or a Restricted Subsidiary or (b) a Securitization Subsidiary that in turn sells its accounts receivable to a Person that is not Holdings or a Restricted Subsidiary. 

“Securitization Fees” means distributions or payments made directly or by means of discounts with respect to any
participation interest issued or sold in connection with, and other fees paid to a Person that is not a Securitization Subsidiary in connection with, any Qualified Securitization Facility. 

“Securitization Subsidiary” means any Subsidiary formed for the purpose of, and that solely engages only in one or more
Qualified Securitization Facilities and other activities reasonably related thereto. 
 “Senior Indebtedness” means: 

(a) all Indebtedness of the Issuer or any Guarantor outstanding under the Senior Secured Credit Facilities and the Notes and
related guarantees (including interest accruing on or after the filing of any petition in bankruptcy or similar proceeding or for reorganization of the Issuer or any Guarantor (at the rate provided for in the documentation with respect thereto,
regardless of whether or not a claim for post-filing interest is allowed in such proceedings)), and any and all other fees, expense reimbursement obligations, indemnification amounts, penalties, and other amounts (whether existing on the Issue Date
or thereafter created or incurred) and all obligations of the Issuer or any Guarantor to reimburse any bank or other Person in respect of amounts paid under letters of credit, acceptances or other similar instruments; 

  
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 (b) all (x) Hedging Obligations (and guarantees thereof) and
(y) obligations in respect of Bank Products (and guarantees thereof) owing to a lender under the Senior Secured Credit Facilities or any Affiliate of such lender (or any Person that was a lender or an Affiliate of such lender at the time the
applicable agreement giving rise to such Hedging Obligation was entered into); provided, that such Hedging Obligations and obligations in respect of Bank Products, as the case may be, are permitted to be incurred under the terms of this
Indenture; 
 (c) any other Indebtedness of the Issuer or any Guarantor permitted to be incurred under the terms of this
Indenture, unless the instrument under which such Indebtedness is incurred expressly provides that it is subordinated in right of payment to the Notes or any Guarantee; and 

(d) all Obligations with respect to the items listed in the preceding clauses (a), (b) and (c); provided that
Senior Indebtedness shall not include: 
 (i) any obligation of such Person to Holdings or any of Holdings’
Subsidiaries; 
 (ii) any liability for federal, state, local or other taxes owed or owing by such Person; 

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

(iv) any Indebtedness or other Obligation of such Person which is subordinate or junior in any respect to any other
Indebtedness or other Obligation of such Person; or 
 (v) that portion of any Indebtedness which at the time of incurrence
is incurred in violation of this Indenture. 
 “Senior Secured Credit Facilities” means the credit facilities under the
Second Amended and Restated Credit Agreement, dated on or around the Issue Date, among Holdings, the Issuer, JPMorgan Chase Bank, N.A., as administrative agent and the lenders and other parties party thereto, including any guarantees, collateral
documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements, refundings, refinancings or replacements thereof and any one or more indentures or credit
facilities or commercial paper facilities with banks or other institutional lenders or investors that replace, refund, supplement or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such
replacement, refunding or refinancing facility or indenture that increases the amount borrowable thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted under Section 4.09 hereof) or adds
Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, trustee, lender or group of lenders or holders. 

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

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

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

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

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

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

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

(i) more than 50.0% of the capital accounts, distribution rights, total equity and voting interests or general or limited
partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited
partnership or otherwise; and 
 (ii) such Person or any Restricted Subsidiary of such Person is a controlling general
partner or otherwise controls such entity. 
 For the avoidance of doubt, any entity that is owned at a 50.0% or less level (as described
above) shall not be a “Subsidiary” for any purpose under this Indenture, regardless of whether such entity is consolidated on Holdings’ or any Restricted Subsidiary’s financial statements. 

“Subsidiary Guarantor” means each Restricted Subsidiary that Guarantees the Notes. 

“Total Assets” means the total assets of Holdings and its Restricted Subsidiaries, determined on a consolidated basis in
accordance with GAAP, as shown on the most recent balance sheet of Holdings or such other Person. 
 “Transaction Expenses”
means any fees or expenses incurred or paid by Holdings or any of its Restricted Subsidiaries in connection with the Transactions (including payments to officers, employees and directors as change of control payments, severance payments, special or
retention bonuses and charges for repurchase or rollover of, or modifications to, stock options, expenses in connection with hedging transactions related to the Senior Secured Credit Facilities and any original issue discount or upfront fees), this
Indenture, the Loan Documents (as defined in the Senior Secured Credit Facilities) and the transactions contemplated hereby and thereby. 

  
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 “Transactions” means the IPC Acquisition, the issuance of the Notes and the
Guarantees on the Issue Date, the borrowings under the Senior Secured Credit Facilities on or prior to the date of consummation of the IPC Acquisition, the repayment and refinancing of certain Indebtedness on the date of consummation of the IPC
Acquisition as described in the Offering Memorandum, and the payment of Transaction Expenses and other transactions in connection therewith or incidental thereto. 

“Treasury Rate” means, as of any Redemption Date, the yield to maturity, as determined by the Issuer, 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 the
Redemption Date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the Redemption Date to December 15, 2018; provided, that if the period
from the Redemption Date to such date is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used. 

“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa-77bbbb). 

“Trustee” means Wells Fargo Bank, National Association, as trustee, until a successor replaces it in accordance with
the applicable provisions of this Indenture and thereafter means such successor serving hereunder. 
 “Uniform Commercial
Code” means the Uniform Commercial Code or any successor provision thereof as the same may from time to time be in effect in the State of New York. 

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

(a) any Subsidiary of Holdings (other than the Issuer and any Intermediate Parent) which at the time of determination is an
Unrestricted Subsidiary (as designated by Holdings, as provided below); and 
 (b) any Subsidiary of an Unrestricted
Subsidiary. 
 Holdings may designate any Subsidiary of Holdings (including any existing Subsidiary and any newly acquired or newly formed
Subsidiary, but excluding the Issuer and any Intermediate Parent) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of,
Holdings or any Subsidiary of Holdings (other than solely any Subsidiary of the Subsidiary to be so designated); provided, that: 

(i) any Unrestricted Subsidiary must be an entity of which the Equity Interests entitled to cast at least a majority of the
votes that may be cast by all Equity Interests having ordinary voting power for the election of directors or Persons performing a similar function are owned, directly or indirectly, by Holdings; 

  
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 (ii) such designation complies with Section 4.07 hereof; and 

(iii) each of (A) the Subsidiary to be so designated and (B) its Subsidiaries has not at the time of designation, and
does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender or other creditor has recourse to any of the assets of Holdings or any
Restricted Subsidiary. 
 Holdings may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, that,
immediately after giving effect to such designation, no Default shall have occurred and be continuing and either: 
 (a)
Holdings could incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Test; or 
 (b) the
Fixed Charge Coverage Ratio for Holdings and its Restricted Subsidiaries would be equal to or greater than such ratio for Holdings and its Restricted Subsidiaries immediately prior to such designation, in each case on a pro forma basis taking
into account such designation. 
 Any such designation by Holdings shall be notified by the Issuer to the Trustee by promptly filing with
the Trustee a copy of the resolution of the Board of Directors of Holdings or any committee thereof giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing provisions. 

“U.S. Dollar Equivalent” means with respect to any monetary amount in a currency other than U.S. dollars, at any time for
determination thereof, the amount of U.S. dollars obtained by converting such foreign currency involved in such computation into U.S. dollars at the spot rate for the purchase of U.S. dollars with the applicable foreign currency as published in
The Wall Street Journal in the “Exchange Rates” column under the heading “Currency Trading” on the date two business days prior to such determination. 

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

(a) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged; or

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

  
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 “Voting Stock” of any Person as of any date means the Capital Stock of such
Person that is at the time entitled to vote in the election of the Board of Directors of such Person. 
 “Weighted Average Life to
Maturity” means, when applied to any Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing: 

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

(b) the sum of all such payments; 

provided, that for purposes of determining the Weighted Average Life to Maturity of any Indebtedness that is being extended, replaced, refunded,
refinanced, renewed or defeased (the “Applicable Indebtedness”), the effects of any amortization or prepayments made on such Applicable Indebtedness prior to the date of the applicable extension, replacement, refunding, refinancing,
renewal or defeasance shall be disregarded. 
 “Wholly Owned Subsidiary” of any Person means a Subsidiary of such Person,
100.0% of the outstanding Equity Interests of which (other than directors’ qualifying shares and shares issued to foreign nationals as required by applicable law) shall at the time be owned by such Person and/or by one or more Wholly Owned
Subsidiaries of such Person. 
 Section 1.02. Other Definitions. 

 

					
	 Term
	  	Defined
in Section	 
	 “Acceptable Commitment”
	  	 	4.10	  
	 “Affiliate Transaction”
	  	 	4.11	  
	 “Applicable Indebtedness”
	  	 	1.01	  
	 “Applicable Premium Deficit”
	  	 	8.04	  
	 “Asset Sale Offer”
	  	 	4.10	  
	 “Authentication Agent”
	  	 	2.02	  
	 “Authentication Order”
	  	 	2.02	  
	 “Change of Control Offer”
	  	 	4.14	  
	 “Change of Control Payment”
	  	 	4.14	  
	 “Change of Control Payment Date”
	  	 	4.14	  
	 “Covenant Defeasance”
	  	 	8.03	  
	 “Covenant Termination Date”
	  	 	4.17	  
	 “Covenant Termination Event”
	  	 	4.17	  
	 “DTC”
	  	 	2.03	  
	 “equity incentives”
	  	 	1.01	  
	 “ERISA”
	  	 	2.06	  
	 “Event of Default”
	  	 	6.01	  
	 “Excess Proceeds”
	  	 	4.10	  
	 “Fixed Charge Coverage Test”
	  	 	4.07	  
	 “incur” and “incurrence”
	  	 	4.09	  
	 “Legal Defeasance”
	  	 	8.02	  
	 “Note Register”
	  	 	2.03	  
	 “Offer Amount”
	  	 	3.09	  


  
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	 Term
	  	Defined
in Section	 
	 “Offer Period”
	  	 	3.09	  
	 “Pari Passu Indebtedness”
	  	 	4.10	  
	 “Paying Agent”
	  	 	2.03	  
	 “primary obligations”
	  	 	1.01	  
	 “primary obligor”
	  	 	1.01	  
	 “Purchase Date”
	  	 	3.09	  
	 “Redemption Date”
	  	 	3.01	  
	 “Refinancing Indebtedness”
	  	 	4.09	  
	 “Refunding Capital Stock”
	  	 	4.07	  
	 “Registrar”
	  	 	2.03	  
	 “Restricted Payments”
	  	 	4.07	  
	 “Second Commitment”
	  	 	4.10	  
	 “Special Mandatory Redemption”
	  	 	3.08	  
	 “Special Mandatory Redemption Date”
	  	 	3.08	  
	 “Special Mandatory Redemption Price”
	  	 	3.08	  
	 “Special Mandatory Redemption Triggering Event”
	  	 	3.08	  
	 “Successor Company”
	  	 	5.01	  
	 “Successor Person”
	  	 	5.01	  
	 “Terminated Covenants”
	  	 	4.17	  
	 “Transfer Agent”
	  	 	2.03	  
	 “Treasury Capital Stock”
	  	 	4.07	  

 Section 1.03. Rules of Construction. Unless the context otherwise requires: 

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

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

(c) “or” is not exclusive; 

(d) the words “including,” “includes” and similar words shall be deemed to be followed by “without
limitation”; 
 (e) words in the singular include the plural, and in the plural include the singular; 

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

(g) provisions apply to successive events and transactions; 

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

  
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 (j) the words “herein,” “hereof” and “hereunder”
and other words of similar import refer to this Indenture as a whole and not any particular Article, Section, clause or other subdivision; 

(k) 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 Holdings dated such date prepared in accordance with GAAP; 
 (l) words
used herein implying any gender shall apply to both genders; 
 (m) in the computation of periods of time from a specified
date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and
including”; 
 (n) the principal amount of any Preferred Stock at any time shall be (i) the maximum liquidation
value of such Preferred Stock at such time or (ii) the maximum mandatory redemption or mandatory repurchase price with respect to such Preferred Stock at such time, whichever is greater; and 

(o) “principal” of a security means the principal of the security plus the premium, if any, payable on the security
which is due or overdue or is to become due at the relevant time. 
 Section 1.04. Acts of Holders. 

(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing. Except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person
of a Note, shall be sufficient for any purpose of this Indenture and (subject to Section 7.01 hereof) conclusive in favor of the Trustee and the Issuer, if made in the manner provided in this Section 1.04. 

(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such
execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such
execution is by or on behalf of any legal entity other than an individual, such certificate or affidavit shall also constitute proof of the authority of the Person executing the same. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved in any other manner satisfactory to the Trustee. 
 (c) The
ownership of Notes shall be proved by the Note Register. 
 (d) Any request, demand, authorization, direction, notice, consent, waiver or
other action by the Holder of any Note shall bind every future Holder of the same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of any action taken, suffered
or omitted by the Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such Note. 

  
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 (e) The Issuer may set a record date for purposes of determining the identity of Holders entitled
to give any request, demand, authorization, direction, notice, consent, waiver or take any other act, or to vote or consent to any action by vote or consent authorized or permitted to be given or taken by Holders. Unless otherwise specified, if not
set by the Issuer prior to the first solicitation of a Holder made by any Person in respect of any such action, or in the case of any such vote, prior to such vote, any such record date shall be the later of 10 days prior to the first solicitation
of such consent or the date of the most recent list of Holders furnished to the Trustee prior to such solicitation. 
 (f) Without limiting
the foregoing, a Holder entitled to take any action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents, each of which may do so pursuant
to such appointment with regard to all or any part of such principal amount. Any notice given or action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this Section 1.04(f) shall have the same
effect as if given or taken by separate Holders of each such different part. 
 (g) Without limiting the generality of the foregoing, a
Holder, including DTC, that is a Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to
be made, given or taken by Holders, and any Person, that is a Holder of a Global Note, including DTC, may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through the Depositary’s standing instructions
and customary practices. 
 (h) The Issuer may fix a record date for the purpose of determining the Persons who are beneficial owners of
interests in any Global Note held by DTC entitled under the procedures of the Depositary to make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action
provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such request,
demand, authorization, direction, notice, consent, waiver or other action, whether or not such Holders remain Holders after such record date. No such request, demand, authorization, direction, notice, consent, waiver or other action shall be valid
or effective if made, given or taken more than 120 days after such record date. 
 Section 1.05. Timing of Payment.
Notwithstanding anything herein to the contrary, if the date on which any payment is to be made pursuant to this Indenture or the Notes is not a Business Day, the payment otherwise payable on such date shall be payable on the next succeeding
Business Day with the same force and effect as if made on such scheduled date and (provided such payment is made on such succeeding Business Day) no interest shall accrue on the amount of such payment from and after such scheduled date to the
time of such payment on such next succeeding Business Day and the amount of any such payment that is an interest payment will reflect accrual only through the original payment date and not through the next succeeding Business Day. 

Section 1.06. Limited Condition Acquisition. When calculating the availability under any basket or ratio under this Indenture,
in each case in connection with a Limited Condition Acquisition, the date of determination of such basket or ratio and of any Default or Event of Default shall, at the option of Holdings, be the date the definitive agreements for such Limited
Condition Acquisition are entered into and such baskets or ratios shall be calculated with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed
Charge Coverage Ratio after giving effect to such Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at
the beginning of the applicable period for purposes of determining the ability to 

  
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consummate any such Limited Condition Acquisition (and not for purposes of any subsequent availability of any basket or ratio), and, for the avoidance of doubt, (x) if any of such baskets or
ratios are exceeded as a result of fluctuations in such basket or ratio (including due to fluctuations in EBITDA of Holdings or the target company) subsequent to such date of determination and at or prior to the consummation of the relevant Limited
Condition Acquisition, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such baskets or
ratios shall not be tested at the time of consummation of such Limited Condition Acquisition or related transactions; provided, further, that if Holdings elects to have such determinations occur at the time of entry into such
definitive agreement, any such transactions (including any incurrence of Indebtedness and the use of proceeds thereof) shall be deemed to have occurred on the date the definitive agreements are entered and outstanding thereafter for purposes of
calculating any baskets or ratios under this Indenture after the date of such agreement and before the consummation of such Limited Condition Acquisition. 

ARTICLE 2 
 THE NOTES 

Section 2.01. Form and Dating; Terms. 

(a) General. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A
hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rules or usage. Each Note shall be dated the date of its authentication. The Notes shall be issued in minimum denominations of $2,000 and any integral
multiple of $1,000 in excess of $2,000. 
 (b) Global Notes. Notes issued in global form shall be substantially in the
form of Exhibit A hereto, including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto. Notes issued in definitive form shall be substantially in the form of Exhibit A hereto,
but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto. Each Global Note shall represent such of the outstanding Notes as shall be specified in the “Schedule
of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of
outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal
amount of outstanding Notes represented thereby shall be made by the Trustee in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. 

(c) Temporary Global Notes. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the
Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Custodian and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated
agents holding on behalf of Euroclear or Clearstream, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. 

Following (i) the termination of the applicable Restricted Period and (ii) the receipt by the Trustee of (A) a certification or
other evidence in a form reasonably acceptable to the Issuer of non-United States beneficial ownership of 100.0% of the aggregate principal amount of the Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who
acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who shall take delivery of a beneficial ownership interest in a 144A Global Note bearing the Private Placement
Legend, all as contemplated by Section 2.06(b) hereof) and (B) an Officer’s Certificate 

  
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from the Issuer, the Trustee shall remove the Regulation S Temporary Global Note Legend from the Regulation S Temporary Global Note, following which temporary beneficial interests in the
Regulation S Temporary Global Note shall automatically become beneficial interests in the Regulation S Permanent Global Note pursuant to the Applicable Procedures. 

The aggregate principal amount of a Regulation S Temporary Global Note and a Regulation S Permanent Global Note may from time to time be
increased or decreased by adjustments made on the records of the Trustee, the Registrar and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. 

(d) Terms. The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited.

 The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the
Issuer, the Guarantors from time to time party hereto and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note
conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. 
 The Notes
shall be subject to repurchase by the Issuer pursuant to an Asset Sale Offer as provided in Section 4.10 hereof or a Change of Control Offer as provided in Section 4.14 hereof. The Notes shall not be redeemable, other than as provided in
Article 3 hereof. 
 Subject to compliance with Section 4.09 hereof, the Issuer may issue Additional Notes from time to time
ranking pari passu with the Initial Notes without notice to or consent of the Holders, and such Additional Notes shall be consolidated with and form a single class with the Initial Notes and shall have the same terms as to status, redemption
or otherwise as the Initial Notes, except that interest may accrue on the Additional Notes from their date of issuance (or such other date specified by the Issuer); provided that if any Additional Notes are not fungible with the Initial Notes
for U.S. federal income tax purposes, such Additional Notes will have a separate CUSIP number or ISIN number, as applicable. Any Additional Notes may be issued with the benefit of an indenture supplemental to this Indenture. 

(e) Euroclear and Clearstream Applicable Procedures. The provisions of the “Operating Procedures of the Euroclear
System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial
interests in the Notes represented by the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes that are held by Participants through Euroclear or Clearstream. 

Section 2.02. Execution and Authentication. At least one Officer of the Issuer shall execute the Notes on behalf of the
Issuer by manual, facsimile or electronic (including “.pdf”) signature. 
 If an Officer of the Issuer whose signature is
on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. 
 A Note shall
not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A hereto by the manual signature of the Trustee. The signature shall be conclusive evidence that
the Note has been duly authenticated and delivered under this Indenture. 

  
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 On the Issue Date, the Trustee shall, upon receipt of an Issuer’s Order (an
“Authentication Order”), authenticate and deliver the Initial Notes in the aggregate principal amount or amounts specified in such Authentication Order. In addition, at any time, from time to time, the Trustee shall, upon receipt of
an Authentication Order, an Officer’s Certificate and an Opinion of Counsel, authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued or increased
hereunder. 
 The Trustee may appoint an authenticating agent (an “Authentication Agent”) acceptable to the
Issuer to authenticate Notes. An Authentication Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the
same rights as an Agent to deal with Holders or an Affiliate of the Issuer. 
 Section 2.03. Registrar, Transfer Agent and
Paying Agent. The Issuer shall maintain (i) an office or agency where the Notes may be presented for registration (the “Registrar”), which shall be Wells Fargo Bank, National Association as of the date of this Indenture,
(ii) an office or agency where Notes may be presented for transfer or for exchange (the “Transfer Agent”), which shall be Wells Fargo Bank, National Association as of the date of this Indenture, and (iii) an office or
agency where the Notes may be presented for payment (the “Paying Agent”), which shall be Wells Fargo Bank, National Association as of the date of this Indenture. The Registrar shall keep a register of the Notes (“Note
Register”) and of their transfer and exchange in accordance with the rules and procedures of DTC. The registered Holder of a Note will be treated as the owner of such Note for all purposes and only registered Holders shall have rights under
this Indenture and the Notes. The Issuer may appoint one or more co-registrars, one or more co-transfer agents and one or more additional paying agents. The term
“Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying
Agent” includes any additional paying agents. The Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder. The Issuer shall notify the Trustee in writing of the name and address of any Agent not a
party to this Indenture. If the Issuer fails to appoint or maintain another entity as Registrar, Transfer Agent or Paying Agent, the Trustee or an affiliate of the Trustee shall act as such. Holdings or any of its U.S. Wholly Owned Subsidiaries may
act as Paying Agent, Transfer Agent or Registrar. 
 The Issuer initially appoints The Depository Trust Company, its nominees and
successors (“DTC”) to act as Depositary with respect to the Global Notes. 
 The Issuer initially appoints the
Trustee to act as the Paying Agent, Transfer Agent and Registrar for the Notes and to act as Custodian with respect to the Global Notes. 

If any Notes are listed on an exchange and the rules of such exchange so require, the Issuer will satisfy any requirement of such exchange as
to paying agents, registrars and transfer agents and will comply with any notice requirements required under such exchange in connection with any change of paying agent, registrar or transfer agent. 

Section 2.04. Paying Agent to Hold Money in Trust. The Issuer shall require each Paying Agent other than the Trustee to agree in
writing that such Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by such Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and will notify the Trustee in writing of any
default by the Issuer in making any such payment. While any such default continues, the Trustee may require a Paying Agent (other than the Trustee) to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent (other
than the Trustee) to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than Holdings or one of its U.S. Wholly Owned Subsidiaries or the 

  
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Trustee) shall have no further liability for the money. If Holdings or one of its U.S. Wholly Owned Subsidiaries acts as Paying Agent, it shall segregate and hold in a separate trust fund for the
benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to Holdings or the Issuer, the Trustee shall serve as Paying Agent for the Notes. 

Section 2.05. Holder Lists. The Trustee shall preserve in as current a form as is reasonably practicable the most recent
list available to it of the names and addresses of all Holders and shall otherwise comply with Section 312(a) of the Trust Indenture Act. If the Trustee is not the Registrar, the Issuer shall furnish to the Trustee at least two Business Days
before each Interest Payment Date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders. 

Section 2.06. Transfer and Exchange. 

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

(i) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note
may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend; provided that prior
to the expiration of the 

  
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Restricted Period, transfers of beneficial interests in the Regulation S Temporary Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person other than pursuant
to Rule 144A. Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be required to be
delivered to the Registrar to effect the transfers described in this Section 2.06(b)(i). 
 (ii) All Other Transfers
and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(i) hereof, the transferor of such beneficial interest must deliver to the
Registrar either (A) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in
another Global Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited
with such increase or (B) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount
equal to the beneficial interest to be transferred or exchanged and (2) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the
transfer or exchange referred to in (1) above; provided that in no event shall Definitive Notes be issued upon the transfer or exchange of beneficial interests in a Regulation S Temporary Global Note prior to (x) the expiration of
the applicable Restricted Period therefor and (y) the receipt by the Registrar of any certification of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B). Upon satisfaction of all of the requirements for transfer or exchange of
beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(h) hereof.

 (iii) Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted
Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.06(b)(ii) hereof and the Registrar receives
the following: 
 (A) if the transferee will take delivery in the form of a beneficial interest in a 144A Global Note, then
the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; or 

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

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

(A) such Notes are sold or exchanged pursuant to an effective registration statement under the Securities Act; or 

  
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 (B) the Registrar receives the following: 

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

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

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

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

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

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

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

(E) if such beneficial interest is being transferred to the Issuer, a certificate substantially in the form of Exhibit B
hereto, including the certifications in item (3)(b) thereof; or 
 (F) if such beneficial interest is being transferred
pursuant to an effective registration statement under the Securities Act, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof, 

the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and
the Issuer shall execute and, upon receipt of an Authentication Order, the Trustee shall authenticate and mail to the Person designated in the instructions a Definitive Note in the applicable principal amount. Any Definitive Note issued in exchange
for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the
Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall mail such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a
beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(i) (except transfers pursuant to clause (F) above) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained
therein. 
 (ii) Beneficial Interests in Regulation S Temporary Global Note to Definitive Notes. Notwithstanding
Sections 2.06(c)(i)(A) and (C) hereof, a beneficial interest in the Regulation S Temporary Global Note may not be exchanged for a Definitive Note or transferred to a Person who takes delivery thereof in the form of a Definitive Note prior
to (A) the expiration of the applicable Restricted Period therefor and (B) the receipt by the Registrar of any certifications of beneficial ownership required pursuant to Rule 903(b)(3)(ii)(B) of the Securities Act, except in the case of a
transfer pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904. 
 (iii)
Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such
beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only upon the occurrence of any of the events described in clause (i), (ii), (iii) or (iv) of Section 2.06(a) hereof, upon
receipt by the Trustee of an Officer’s Certificate and an Opinion of Counsel and upon receipt by the Registrar of the following documentation: 

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

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

  
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 and, in each such case set forth in this subclause (iii), if the Issuer so requests or if
the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Issuer to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and
in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. 
 (iv) Beneficial
Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial
interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon the occurrence of any of the events described in clause (i), (ii), (iii) or (iv) of Section 2.06(a) hereof and satisfaction of the
conditions set forth in Section 2.06(b)(ii) hereof, the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Issuer shall execute and, upon
receipt of an Authentication Order, the Trustee shall authenticate and mail to the Person designated in the instructions a Definitive Note in the applicable principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant
to this Section 2.06(c)(iv) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from or through the
Depositary and the Participant or Indirect Participant. The Trustee shall mail such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest pursuant to this
Section 2.06(c)(iv) shall not bear the Private Placement Legend. 
 (d) Transfer and Exchange of Definitive Notes for Beneficial
Interests. 
 (i) Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted
Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global
Note, then, upon receipt by the Trustee of an Officer’s Certificate and an Opinion of Counsel and upon receipt by the Registrar of the following documentation: 

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

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

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

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

  
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 (F) if such Restricted Definitive Note is being transferred pursuant to an
effective registration statement under the Securities Act, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof, 

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

(ii) Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted Definitive Note may
exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only upon receipt by
the Trustee of an Officer’s Certificate and an Opinion of Counsel and upon receipt by the Registrar of the following documentation: 

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

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

and, in each such case set forth in this subclause (ii), if the Issuer so requests or if the Applicable Procedures so require, an Opinion
of Counsel in form reasonably acceptable to the Issuer to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer
required in order to maintain compliance with the Securities Act. 
 Upon satisfaction of the applicable conditions of this
Section 2.06(d)(ii), the Trustee shall cancel the Restricted Definitive Note and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note. 

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

If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to subparagraph (ii)(B), (ii)(D) or
(iii) above at a time when an Unrestricted Global Note has not yet been issued, the Issuer shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more
Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred. 
 (e)
Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(e), the Registrar shall register the transfer or
exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Definitive Notes duly 

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

(i) Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred
to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following: 

(A) if the transfer will be made to a QIB in accordance with Rule 144A, then the transferor must deliver a certificate
substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof; 
 (B) if the transfer
will be made pursuant to Rule 903 or Rule 904, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; or 

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

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

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

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

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

  
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 (g) Legends. The following legends shall appear on the face of all Global Notes and
Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture: 

(i) Private Placement Legend. 

(A) Except as permitted by subclause (B) below, each Global Note and each Definitive Note (and all Notes issued in
exchange therefor or substitution thereof) shall bear the legend in substantially the following form: 
 “THE NOTES HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED
INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)), OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION, (2) AGREES TO OFFER, SELL, PLEDGE OR OTHERWISE
TRANSFER SUCH NOTE PRIOR TO THE EXPIRATION OF THE [IN THE CASE OF RULE 144A NOTES: HOLDING PERIOD THEN IMPOSED BY RULE 144][IN THE CASE OF REGULATION S NOTES: DISTRIBUTION COMPLIANCE PERIOD THEN IMPOSED BY REGULATION S] UNDER THE SECURITIES ACT (OR
ANY SUCCESSOR PROVISION) ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A TO A
PERSON IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(D) OUTSIDE THE UNITED STATES PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS IN AN OFFSHORE TRANSACTION PURSUANT TO REGULATION S UNDER THE SECURITIES ACT IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT OR
(E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF AN OPINION
OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM.” 

  
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 Except as permitted by subparagraph (B) below, each Global Note and
Definitive Note issued in a transaction exempt from registration pursuant to Regulation S shall also bear the legend in substantially the following form: 

“THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT.” 

(B) Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to subparagraph (b)(iv), (c)(iii),
(c)(iv), (d)(ii), (d)(iii), (e)(ii) or (e)(iii) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) shall not bear the Private Placement Legend. 

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

“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF
THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06(h) OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A
SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY
OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”) TO THE 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 MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 

  
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 BY ACCEPTING THIS NOTE, EACH HOLDER AND EACH TRANSFEREE IS DEEMED TO REPRESENT AND AGREE THAT AT
THE TIME OF ITS ACQUISITION AND THROUGHOUT THE PERIOD THAT IT HOLDS THIS NOTE (I) IT IS NOT, AND IS NOT ACQUIRING THE NOTES WITH THE ASSETS OF, OR FOR OR ON BEHALF OF, ANY EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)), OR OTHER ARRANGEMENT OR PLAN THAT IS SUBJECT TO ERISA OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR ANY ENTITY WHOSE UNDERLYING
ASSETS INCLUDE ASSETS OF A PLAN PURSUANT TO 29 C.F.R. SECTION 2510.3-101 OR (II) ITS ACQUISITION AND HOLDING OF THE NOTES FOR EXCHANGE NOTES (AND THE EXCHANGE OF NOTES FOR EXCHANGE NOTES) IS IN ACCORDANCE WITH AN APPLICABLE STATUTORY, CLASS OR
INDIVIDUAL PROHIBITED TRANSACTION CLASS EXEMPTION OR DOES NOT OTHERWISE CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION UNDER ANY OTHER FEDERAL, STATE, LOCAL, NON-U.S. OR
OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF THE CODE OR ERISA.” 
 (iii) Regulation S Temporary
Global Note Legend. The Regulation S Temporary Global Note shall bear a legend in substantially the following form: 
 “THE RIGHTS
ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).” 

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

  
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 (ii) No service charge shall be made to a holder of a beneficial interest in a Global Note or to
a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer
taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.07, 2.10, 3.06, 3.09, 4.10, 4.14 and 9.05 hereof). 

(iii) Neither the Registrar nor the Issuer shall be required (A) to issue, to register the transfer of or to exchange any Notes during a
period beginning at the opening of business 15 days before the mailing of a notice of redemption of the Notes to be redeemed under Section 3.03 or Section 3.08 hereof and ending at the close of business on the day of such mailing,
(B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part, (C) to register the transfer or exchange of a Note between a Record
Date and the next succeeding Interest Payment Date or (D) to register the transfer or exchange of any Notes tendered (and not withdrawn) for repurchase in connection with a Change of Control Offer or an Asset Sale Offer. 

(iv) Neither the Registrar nor the Issuer shall be required to register the transfer or exchange of any Note selected for redemption in whole
or in part, except the unredeemed portion of any Note being redeemed in part; provided that new Notes will only be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess of $2,000. 

(v) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be
the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. 

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

  
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 Section 2.07. Replacement Notes. If either (x) any mutilated Note is
surrendered to the Trustee, the Registrar or the Issuer, or (y) the Issuer and the Trustee receive evidence to their satisfaction of the ownership and destruction, loss or theft of any Note, then the Issuer shall issue and the Trustee, upon
receipt of an Authentication Order and satisfaction of any other requirements of the Trustee, shall authenticate a replacement Note. If required by the Trustee or the Issuer, an indemnity bond must be supplied by the Holder that is sufficient in the
judgment of both (i) the Trustee to protect the Trustee and (ii) the Issuer to protect the Issuer, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Issuer and the
Trustee may charge the Holder for their expenses in replacing a Note. 
 Every replacement Note is a contractual obligation of the Issuer
and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder. 

Section 2.08. Outstanding Notes. The Notes outstanding at any time are all the Notes authenticated by the Trustee except for
those cancelled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof and those described in this Section 2.08 as not outstanding.
Except as set forth in Section 2.09 hereof, a Note does not cease to be outstanding because the Issuer or a Guarantor or an Affiliate of the Issuer or a Guarantor holds the Note. 

If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it
that the replaced Note is held by a protected purchaser (as defined in Section 8-303 of the Uniform Commercial Code). 
 Notes in
exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to this Indenture shall not be deemed to be outstanding for purposes hereof. 

If the principal amount of any Note is considered paid under Section 4.01 hereof, such Note shall cease to be outstanding and interest
thereon shall cease to accrue. 
 If a Paying Agent (other than Holdings or one of its U.S. Wholly Owned Subsidiaries or one of their
respective Affiliates) holds, on a Redemption Date or maturity date, money sufficient to pay Notes (or portions thereof) payable on that date, then on and after that date such Notes (or portions thereof) shall be deemed to be no longer outstanding
(including for accounting purposes) and shall cease to accrue interest on and after such date. 
 Section 2.09. Treasury
Notes. In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Issuer or by any Affiliate of the Issuer, shall be considered as though not outstanding.
Notes so owned which have been pledged in good faith shall not be disregarded if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right to deliver any such direction, waiver or consent with respect to such pledged Notes
and that the pledgee is not the Issuer or a Guarantor or any Affiliate of the Issuer or a Guarantor. 
 Section 2.10. Temporary
Notes. Until certificates representing Notes are ready for delivery, the Issuer may prepare and the Trustee, upon receipt of an Authentication Order, shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of
certificated Notes but may have variations that the Issuer considers appropriate for temporary Notes. Without unreasonable delay, the Issuer shall prepare and the Trustee shall authenticate definitive Notes in exchange for temporary Notes. 

Holders and beneficial holders, as the case may be, of temporary Notes shall be entitled to all of the benefits accorded to Holders, or
beneficial holders, respectively, of Notes under this Indenture. 

  
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 Section 2.11. Cancellation. The Issuer 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 or, at the direction of the Trustee, the Registrar or the Paying Agent and
no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall dispose of such cancelled Notes in its customary manner (subject to the record retention requirements of the
Exchange Act). Certification of the cancellation of all cancelled Notes shall be delivered to the Issuer upon its written request therefor. The Issuer may not issue new Notes to replace Notes that it has paid or that have been delivered to the
Trustee for cancellation. 
 Section 2.12. Defaulted Interest. If the Issuer defaults in a payment of interest on the Notes,
it shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Notes and in
Section 4.01 hereof. The Issuer shall notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment, and at the same time the Issuer shall deposit with the Trustee an
amount of money equal to the aggregate amount proposed to be paid in respect of such defaulted interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to
be held in trust for the benefit of the Persons entitled to such defaulted interest as provided in this Section 2.12. The Issuer shall fix or cause to be fixed any such special record date and payment date; provided that no such special
record date shall be less than 10 days prior to the related payment date for such defaulted interest. The Issuer shall promptly notify the Trustee of any such special record date. At least 15 days before any such special record date, the Issuer (or,
upon the written request of the Issuer, the Trustee in the name and at the expense of the Issuer) shall mail or cause to be mailed, first-class postage prepaid, or otherwise deliver in accordance with the Applicable Procedures, to each Holder, with
a copy to the Trustee, a notice at his or her address as it appears in the Note Register that states the special record date, the related payment date and the amount of such interest to be paid. 

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

Section 2.13. CUSIP Numbers; ISINs. The Issuer in issuing the Notes may use CUSIP numbers and ISINs (in each case, if then
generally in use) and, if so, the Trustee shall use CUSIP numbers and ISINs in notices of redemption or exchange as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such
numbers either as printed on the Notes or as contained in any notice of redemption or exchange and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect
in or omission of such numbers. The Issuer will as promptly as practicable notify the Trustee in writing of any change in the CUSIP numbers or ISINs. 

ARTICLE 3 
 REDEMPTION 

Section 3.01. Notices to Trustee. If the Issuer elects to redeem Notes pursuant to Section 3.07 hereof, they shall furnish
to the Trustee, at least two Business Days (unless a shorter notice shall be agreed to by the Trustee) before notice of redemption is required to be delivered or mailed to Holders pursuant to Section 3.03 hereof, an Officer’s Certificate
setting forth (a) the paragraph or subparagraph of such Note and/or Section of this Indenture pursuant to which the redemption shall occur, (b) the date of redemption (the “Redemption Date”), (c) the principal
amount of the Notes to be redeemed and (d) the redemption price. 

  
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 Section 3.02. Selection of Notes to Be Redeemed. If less than all of the
Notes are to be redeemed at any time, the Trustee shall select the Notes to be redeemed (a) if the Notes are listed on a securities exchange (and such listing is known to the Trustee), in compliance with the requirements of such exchange on
which such Notes are listed or (b) on a pro rata basis to the extent practicable, or, if the pro rata basis is not practicable for any reason, by lot or by such other method as the Trustee shall deem fair and appropriate and otherwise in
accordance with the Applicable Procedures. In the event of partial redemption by lot, the particular Notes to be redeemed shall be selected, unless otherwise provided herein, not less than 15 nor more than 60 days prior to the Redemption Date by the
Trustee from the outstanding Notes not previously called for redemption. 
 The Trustee shall promptly notify the Issuer in writing of the
Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in integral multiples of $1,000 (but in a minimum amount of
$2,000) and no Notes of $2,000 or less can be redeemed in part, except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder shall be redeemed, even if not in a principal amount of at
least $2,000. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. 

Section 3.03. Notice of Redemption. Subject to Section 3.08 and Section 3.09 hereof, the Issuer shall send
electronically, mail or cause to be mailed by first-class mail, postage prepaid, notices of redemption at least 15 days but (except as set forth in clause (f) of Section 3.07) not more than 60 days before the Redemption Date to each Holder
of Notes to be redeemed at such Holder’s registered address stated in the Note Register or otherwise in accordance with the Applicable Procedures, except that redemption notices may be delivered or mailed more than 60 days prior to a Redemption
Date if the notice is issued in connection with Article 8 or Article 11 hereof. Notices of redemption may, at the Issuer’s discretion, be conditional. 

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

(a) the Redemption Date; 

(b) the redemption price; 

(c) if fewer than all the outstanding Notes are to be redeemed, the principal amount (which amount may be stated as a ratio of
the amount to be redeemed per $1,000 principal amount outstanding) of the Notes to be redeemed and that, after the Redemption Date upon surrender (or transfer by book-entry transfer) of such Note, a new Note or Notes in principal amount equal to the
unredeemed portion of the original Note representing the same indebtedness to the extent not redeemed will be issued in the name of the Holder upon cancellation of the original Note (or if the Note is a Global Note, an adjustment shall be made to
the schedule attached thereto); provided that new Notes will only be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess of $2,000; 

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

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

  
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 (f) that, unless the Issuer defaults in making such redemption payment, interest
on Notes called for redemption ceases to accrue on and after the Redemption Date; 
 (g) the paragraph or subparagraph of the
Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed; 
 (h) the CUSIP
number and/or ISIN, if any, printed on the Notes being redeemed and that no representation is made as to the correctness or accuracy of any such CUSIP number and/or ISIN that is listed in such notice or printed on the Notes; and 

(i) any condition to such redemption. 

At the Issuer’s request, the Trustee shall give the notice of redemption in the Issuer’s name and at its expense; provided
that the Issuer shall have delivered to the Trustee, at least two Business Days before notice of redemption is required to be delivered electronically, mailed or caused to be mailed to Holders pursuant to this Section 3.03 (unless a shorter
notice shall be agreed to by the Trustee), an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph. 

If the Notes are listed on an exchange, for so long as the Notes are so listed and the rules of such exchange so require, the Issuer shall
notify the exchange of any such redemption and, if applicable, of the principal amount of any Notes outstanding following any partial redemption of Notes. 

Section 3.04. Effect of Notice of Redemption. A notice of redemption, if delivered electronically, mailed or caused to be mailed
in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. In any case, failure to deliver such notice or any defect in the notice to the Holder of any Note designated for
redemption in whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. Notes or portions of Notes called for redemption shall become due and payable on the Redemption Date, subject to satisfaction of
any conditions specified in the notice. Subject to Section 3.05 hereof, on and after the Redemption Date, interest shall cease to accrue on Notes or portions of Notes called for redemption. 

Section 3.05. Deposit of Redemption Price. 

(a) Prior to 11:00 a.m. (New York City time) on the Redemption Date, the Issuer shall deposit with the Trustee or with the Paying Agent money
sufficient to pay the redemption price of and accrued and unpaid interest on all Notes to be redeemed on that Redemption Date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying
Agent by the Issuer in excess of the amounts necessary to pay the redemption price of, and accrued and unpaid interest on, all Notes to be redeemed. 

(b) If the Issuer complies with the provisions of Section 3.05(a) hereof, on and after the Redemption Date, interest shall cease to
accrue on the Notes or the portions of Notes called for redemption. If a Note is redeemed on or after an applicable Record Date but on or prior to the related Interest Payment Date, then any accrued and unpaid interest to the Redemption Date shall
be paid to the Person in whose name such Note was registered at the close of business on such Record Date. If any Note called for redemption shall not be so paid upon surrender for redemption because of the failure of the Issuer to comply with
Section 3.05(a) hereof, interest shall be paid on the unpaid principal, from the Redemption Date until such principal is paid, and to the extent lawful on any interest accrued to the Redemption Date not paid on such unpaid principal, in each
case at the rate provided in the Notes and in Section 4.01 hereof. 

  
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 Section 3.06. Notes Redeemed in Part. Upon surrender (or transfer by book-entry
transfer) of a Note that is redeemed in part, the Issuer shall issue and the Trustee shall authenticate for the Holder, at the expense of the Issuer, a new Note equal in principal amount to the unredeemed portion of the Note surrendered representing
the same indebtedness to the extent not redeemed (or if the Note is a Global Note, an adjustment shall be made to the schedule attached thereto); provided that each new Note will be in a minimum principal amount of $2,000 and any integral
multiple of $1,000 in excess of $2,000. It is understood that, notwithstanding anything to the contrary in this Indenture, only an Authentication Order and not an Opinion of Counsel or Officer’s Certificate is required for the Trustee to
authenticate such new Note. 
 Section 3.07. Optional Redemption. 

(a) Except as set forth in clauses (b) and (d) of this Section 3.07, the Notes will not be redeemable at the Issuer’s
option prior to December 15, 2018. 
 (b) At any time prior to December 15, 2018, the Issuer may on one or more occasions redeem
all or a part of the Notes, upon notice in accordance with Section 3.03 hereof, at a redemption price equal to the sum of (A) 100.0% of the principal amount of the Notes redeemed, plus (B) the Applicable Premium as of the Redemption
Date, plus (C) accrued and unpaid interest, if any, to, but excluding, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the Notes on the relevant Interest Payment Date. 

(c) On and after December 15, 2018, the Issuer may redeem the Notes, in whole or in part, upon notice in accordance with
Section 3.03 hereof, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, thereon 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 relevant Interest Payment Date, if redeemed during the twelve-month period beginning on December 15 of each of the years indicated below: 

 

					
	 Year
	  	Redemption
Percentage	 
	 2018
	  	 	105.438	% 
	 2019
	  	 	103.625	% 
	 2020
	  	 	101.813	% 
	 2021 and thereafter
	  	 	100.000	% 

 (d) Prior to December 15, 2018, the Issuer may, at its option, and on one or more occasions, redeem up to
40.0% of the aggregate principal amount of Notes issued under this Indenture at a redemption price equal to 107.250% of the aggregate principal amount of Notes redeemed, with an amount not to exceed the net cash proceeds received from one or more
Equity Offerings or a contribution to Holdings’ common equity capital made with the net cash proceeds of an Equity Offering, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date, subject to the right of Holders of
record on the relevant Record Date to receive interest due on the Notes on the relevant Interest Payment Date; provided, that (A) at least 50.0% of (x) the aggregate principal amount of Notes originally issued under this Indenture
on the Issue Date and (y) the aggregate principal amount of any Additional Notes issued under this Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; and (B) each such redemption
occurs within 180 days of the date of closing of each such Equity Offering. 

  
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 (e) [Reserved]. 

(f) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.
Notice of any redemption, whether in connection with an Equity Offering, other transaction or otherwise, may be given prior to the completion thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more
conditions precedent, including, but not limited to, completion of the related Equity Offering or other transaction. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the
Issuer’s discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not
have been satisfied by the Redemption Date, or by the Redemption Date so delayed. In addition, the Issuer may provide in such notice that payment of the redemption price and performance of the Issuer’s obligations with respect to such
redemption may be performed by another Person. Holdings, the Issuer and their respective Affiliates may acquire the Notes by means other than a redemption pursuant to this Section 3.07, whether by tender offer, open market purchases, negotiated
transactions or otherwise. 
 (g) The Trustee shall have no duty to calculate or verify the calculation of the Applicable Premium. 

Section 3.08. Special Mandatory Redemption. 

(a) If (i) the IPC Acquisition is not consummated on or prior to December 31, 2015, (ii) the Merger Agreement is terminated
prior to December 31, 2015 or (iii) the Issuer notifies the Trustee in writing that the Issuer will not pursue the consummation of the IPC Acquisition or otherwise publicly announces that the IPC Acquisition will not be consummated (the
earliest of any such events, the “Special Mandatory Redemption Triggering Event”), then the Issuer shall redeem all of the outstanding Notes (the “Special Mandatory Redemption”) on the Special Mandatory Redemption
Date or as otherwise required by the Applicable Procedures of the Depository for cash at a redemption price calculated by the Issuer (the “Special Mandatory Redemption Price”) equal to 100.0% of the issue price of the Notes, plus
accrued and unpaid interest from the Issue Date to, but excluding, the Special Mandatory Redemption Date. 
 (b) Any redemption made
pursuant to this Section 3.08 shall be made pursuant to the procedures set forth in this Indenture, except to the extent inconsistent with this Section 3.08(b). The Issuer shall not be required to make any mandatory redemption or sinking
fund payment with respect to the Notes, except pursuant to Section 3.08 hereof. The Issuer shall cause the notice of Special Mandatory Redemption to be sent, with a copy to the Trustee, electronically or by first-class mail, within five
Business Days after the occurrence of the Special Mandatory Redemption Triggering Event to each Holder to the address of such Holder appearing in the Registrar’s books or otherwise in accordance with the Applicable Procedures of the Depositary,
and will redeem, in accordance with the Applicable Procedures, the Notes on the date specified in the notice of redemption (which shall be no later than five Business Days following the date of such notice) (such date specified in the notice of
redemption, the “Special Mandatory Redemption Date”). If the Issuer has provided a proper redemption notice to Holders, then, unless the Issuer defaults in the payment of the Special Mandatory Redemption Price, on and after the
Special Mandatory Redemption Date interest shall cease to accrue on the Notes. 
 Section 3.09. Offers to Repurchase by
Application of Excess Proceeds. 
 (a) In the event that, pursuant to Section 4.10 hereof, the Issuer shall be required to commence
an Asset Sale Offer, the Issuer shall follow the procedures specified in this Section 3.09. 

  
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 (b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its
commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase
Date”), the Issuer shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if required, Pari Passu Indebtedness (on a pro rata basis, if applicable, with adjustments as necessary so that no Notes
or Pari Passu Indebtedness will be repurchased in part in an unauthorized denomination), or, if less than the Offer Amount has been tendered, all Notes and Pari Passu Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes
so purchased shall be made in the same manner as interest payments are made. 
 (c) If the Purchase Date is on or after a Record Date and on
or before the related Interest Payment Date, any accrued and unpaid interest, if any, up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no
additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. 
 (d) Upon the commencement of an Asset
Sale Offer, the Issuer shall send electronically or by first-class mail, a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant
to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and holders of such Pari Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer, shall state: 

(i) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of
time the Asset Sale Offer shall remain open; 
 (ii) the Offer Amount, the purchase price and the Purchase Date; 

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

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

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

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

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

(f) The Issuer, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount
equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail
or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate is required for the Trustee
to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased;
provided, that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer (or
Holdings, on behalf of the Issuer) shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date. 

(g) Prior to noon (New York City time) on the Purchase Date, the Issuer shall deposit with the Trustee or with the Paying Agent money
sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that Purchase Date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent
by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. 

Other than as specifically provided in this Section 3.09 or Section 4.10 hereof, any purchase pursuant to this Section 3.09
shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption,” “Redemption Date” and similar words shall be deemed to refer to
“purchase,” “repurchase,” “Purchase Date” and similar words, as applicable. 

  
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 ARTICLE 4 

COVENANTS 
 Section 4.01.
Payment of Notes. The Issuer shall pay or cause to be paid the principal of, premium, if any, and interest on the Notes on the dates and in the manner provided in the Notes and this Indenture. Principal, premium, if any, and interest shall be
considered paid on the date due if the Paying Agent, if other than Holdings or one of its U.S. Wholly Owned Subsidiaries or one of their respective Affiliates, holds as of noon New York City time on the due date money deposited by the Issuer in
immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due. 
 The Paying
Agent shall not be obliged to make any payment until such time as it has received sufficient funds in order to make such payment. 
 The
Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to the then applicable interest rate on the Notes to the extent lawful; the Issuer shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace period) at the same rate to the extent lawful. 

Section 4.02. Maintenance of Office or Agency. The Issuer shall maintain the offices or agencies (which may be an office of the
Trustee or an affiliate of the Trustee, Registrar or Transfer Agent) required under Section 2.03 hereof where Notes may be surrendered for registration of transfer or for exchange or presented for payment and where notices and demands to or
upon the Issuer in respect of the Notes and this Indenture may be served. The Issuer shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Issuer shall fail to
maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office. 

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

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

(a) Whether or not required by the SEC’s rules and regulations, so long as any Notes are outstanding, Holdings shall furnish (whether
through hard copy or internet accessible data) to the Holders and the Trustee, within the time periods specified in the SEC’s rules and regulations: 

(1) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if Holdings were
required to file such reports; and 
 (2) all current reports that would be required to be filed with the SEC on Form 8-K if
Holdings were required to file such reports. 

  
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 All such reports shall be prepared in all material respects in accordance with all of the rules
and regulations applicable to such reports. Each annual report on Form 10-K shall include a report on Holdings’ consolidated financial statements by Holdings’ independent registered public accounting firm. In addition, Holdings shall file
a copy of each of the reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a
filing) and make such information available to securities analysts and prospective investors upon request. 
 If at any time Holdings is no
longer subject to the periodic reporting requirements of the Exchange Act for any reason, Holdings shall nevertheless continue filing the reports specified in the preceding paragraphs of this Section 4.03(a) with the SEC within the time periods
specified in this Section 4.03(a) unless the SEC will not accept such a filing; provided that, for so long as Holdings is not subject to the periodic reporting requirements of the Exchange Act for any reason, the time period for filing
reports on Form 8-K shall be ten Business Days after the event giving rise to the obligation to file such report. Holdings shall not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the
foregoing, the SEC will not accept Holdings’ filings for any reason, Holdings shall post the reports referred to in the preceding paragraphs of this Section 4.03(a) on its website within the time periods that would apply if Holdings were
required to file those reports with the SEC, subject to the above proviso. 
 In addition, for so long as any Notes remain outstanding, the
Issuer and the Guarantors shall, at any time they are not required to file the reports required by the preceding paragraphs of this Section 4.03(a) with the SEC, furnish to the Holders and to securities analysts and prospective investors, upon
their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. 
 Holdings shall be deemed to
have furnished such reports to the Trustee and the Holders of Notes if it has filed such reports with the SEC using the EDGAR filing system (or any successor thereto) and such reports are publicly available. 

(b) [Reserved]. 
 (c) If
Holdings has designated any of its Subsidiaries as an Unrestricted Subsidiary and if any such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, would constitute a Significant Subsidiary of Holdings,
then the annual and quarterly information required by Section 4.03(a)(1) shall include a presentation of selected financial metrics (in Holdings’ sole determination) of such Unrestricted Subsidiaries as a group. 

(d) In the event that any direct or indirect parent company of Holdings becomes a Guarantor of the Notes, the obligations under this
Section 4.03 may be satisfied by the filing of the reports specified in Section 4.03(a) by such parent company; provided that the same is accompanied by selected financial metrics (in Holdings’ sole determination) that show the
differences between the information relating to such parent, on the one hand, and the information relating to Holdings and the Restricted Subsidiaries on a standalone basis, on the other hand. 

(e) Notwithstanding anything herein to the contrary, Holdings will not be deemed to have failed to comply with any of its obligations
hereunder for purposes of clause (iii) of Section 6.01(a) hereof until 120 days after the receipt of the written notice delivered thereunder. 

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

  
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 Section 4.04. Compliance Certificate. 

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

(b) When any Default has occurred and is continuing under this Indenture, or if the Trustee or the holder of any other evidence of
Indebtedness of Holdings or any Subsidiary gives any notice or takes any other action with respect to a claimed Default, Holdings or the Issuer shall promptly (which shall be no more than 20 Business Days after becoming aware of such Default)
deliver to the Trustee by registered or certified mail or by facsimile transmission an Officer’s Certificate specifying such event and what action Holdings proposes to take with respect thereto. 

Section 4.05. Taxes. Holdings shall pay or discharge, and shall cause each of its Restricted Subsidiaries to pay or
discharge, prior to delinquency, all material taxes, lawful assessments, and governmental levies except such as are contested in good faith and by appropriate actions or where the failure to effect such payment or discharge is not adverse in any
material respect to the Holders. 
 Section 4.06. Stay, Extension and Usury Laws. The Issuer and each of the Guarantors
covenant (to the extent that they may lawfully do so) that they shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time
hereafter in force, that may affect the covenants or the performance of this Indenture and the Notes; and the Issuer and each of the Guarantors (to the extent that they may lawfully do so) hereby expressly waive all benefit or advantage of any such
law, and (to the extent that they may lawfully do so) covenant that they shall not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such
power as though no such law has been enacted. 
 Section 4.07. Limitation on Restricted Payments. 

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

(i) declare or pay any dividend or make any payment or distribution on account of Holdings’ or any of its Restricted
Subsidiaries’ Equity Interests (in each case, solely to a holder of Equity Interests in such Person’s capacity as a holder of such Equity Interests), including any dividend, payment or distribution payable in connection with any merger,
amalgamation or consolidation, other than: 
 (A) dividends and distributions by Holdings payable solely in Equity Interests
(other than Disqualified Stock) of Holdings or in options, warrants or other rights to purchase such Equity Interests; or 

  
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 (B) dividends and distributions by a Restricted Subsidiary so long as, in the
case of any dividend, payment or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Subsidiary, Holdings or a Restricted Subsidiary receives at least its pro rata
share of such dividend, payment or distribution in accordance with its Equity Interests in such class or series of securities; 

(ii) purchase, redeem, defease or otherwise acquire or retire for value any Equity Interests of Holdings or any direct or
indirect parent company of Holdings, including any purchase, redemption, defeasance, acquisition or retirement in connection with any merger, amalgamation or consolidation; 

(iii) make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value, in each case,
prior to any scheduled repayment, sinking fund payment or maturity, any Subordinated Indebtedness, other than: 
 (A)
Indebtedness permitted under clauses (vii) and (viii) of Section 4.09(b) hereof; or 
 (B) the purchase,
repurchase or other acquisition of Subordinated Indebtedness purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase or
acquisition; or 
 (iv) make any Restricted Investment 

(all such payments and other actions set forth in clauses (i) through (iv) above (other than any exceptions thereto) being
collectively referred to as “Restricted Payments”), unless, at the time of such Restricted Payment: 
 (A)
no Default shall have occurred and be continuing or would occur as a consequence thereof; 
 (B) immediately after giving
effect to such transaction on a pro forma basis, Holdings could incur $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof (the “Fixed Charge Coverage
Test”); and 
 (C) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made
by Holdings and its Restricted Subsidiaries after the Issue Date (including Restricted Payments permitted by clauses (i), (vi)(C) and (ix) of Section 4.07(b) hereof (to the extent not deducted in calculating Consolidated Net Income),
but excluding all other Restricted Payments permitted by Section 4.07(b) hereof), is less than the sum of (without duplication): 

(1) 50.0% of the Consolidated Net Income of Holdings for the period (taken as one accounting period) beginning on
October 1, 2015 to the end 

  
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of Holdings’ most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment, or, in the case such Consolidated Net Income for
such period is a deficit, minus 100.0% of such deficit; plus 
 (2) 100.0% of the aggregate net cash proceeds and the
fair market value of marketable securities or other property received by Holdings since immediately after the Issue Date from the issue or sale of: 

(i) (A) Equity Interests of Holdings, including Treasury Capital Stock, but excluding cash proceeds and the fair market value
of marketable securities or other property received from the sale of: 
 (x) Equity Interests to any future, present or
former employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members) of Holdings, any direct or indirect parent company of Holdings or any Restricted Subsidiary after the
Issue Date to the extent such amounts have been applied to Restricted Payments made in accordance with clause (iv) of Section 4.07(b) hereof; and 

(y) Designated Preferred Stock; and 

(B) to the extent such net cash proceeds are actually contributed to Holdings, Equity Interests of any of Holdings’
direct or indirect parent companies (excluding contributions of the proceeds from the sale of Designated Preferred Stock of any such companies or contributions to the extent such amounts have been applied to Restricted Payments made in accordance
with clause (iv) of Section 4.07(b) hereof); or 
 (ii) Indebtedness of Holdings or a Restricted Subsidiary that
has been converted into or exchanged for such Equity Interests of Holdings; 
 provided, that this clause (2) shall not include
the proceeds from (w) Refunding Capital Stock applied in accordance with clause (ii) of Section 4.07(b) hereof, (x) Equity Interests or convertible debt securities of Holdings sold to a Restricted Subsidiary,
(y) Disqualified Stock or debt securities that have been converted into Disqualified Stock or (z) Excluded Contributions; plus 

(3) 100.0% of the aggregate amount of cash and the fair market value of marketable securities or other property contributed to
the capital of Holdings following the Issue Date (other than (i) contributions by a Restricted Subsidiary and (ii) any Excluded Contributions); plus 

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

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

(5) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary or the merger, amalgamation or
consolidation of an Unrestricted Subsidiary into Holdings or a Restricted Subsidiary or the transfer of all or substantially all of the assets of an Unrestricted Subsidiary to Holdings or a Restricted Subsidiary after the Issue Date, the fair market
value (as determined by Holdings in good faith) of the Investment in such Unrestricted Subsidiary (or the assets transferred) at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary or at the time of such merger,
amalgamation, consolidation or transfer of assets, other than to the extent the Investment in such Unrestricted Subsidiary was made by Holdings or a Restricted Subsidiary pursuant to clause (vii) of Section 4.07(b) hereof or to the extent
such Investment constituted a Permitted Investment. 
 (b) The foregoing provisions of Section 4.07(a) hereof shall not prohibit: 

(i) the payment of any dividend or other distribution or the consummation of any irrevocable redemption within 60 days after
the date of declaration of the dividend or other distribution or the giving of the redemption notice, as the case may be, if at the date of declaration or notice, the dividend or other distribution or redemption payment would have complied with the
provisions of this Indenture; 
 (ii) (A) the redemption, repurchase, defeasance, retirement or other acquisition of any
Equity Interests, including any accrued and unpaid dividends thereon (“Treasury Capital Stock”) or Subordinated Indebtedness of Holdings or any Restricted Subsidiary or any Equity Interests of any direct or indirect parent company
of Holdings, in exchange for, or out of the proceeds of the substantially concurrent sale or issuance (other than to a Restricted Subsidiary) of, Equity Interests of Holdings or any direct or indirect parent company of Holdings to the extent
contributed to Holdings (in each case, other than any Disqualified Stock) (“Refunding Capital Stock”), (B) the declaration and payment of dividends on Treasury Capital Stock out of the proceeds of the substantially concurrent
sale or issuance (other than to a Subsidiary of Holdings or to an employee stock ownership plan or any trust established by Holdings or any of its Subsidiaries) of Refunding Capital Stock, and (C) if, immediately prior to the retirement of
Treasury Capital Stock, the declaration and payment of dividends thereon was permitted under 

  
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clauses (vi)(A) or (B) of this Section 4.07(b), the declaration and payment of dividends on the Refunding Capital Stock (other than Refunding Capital Stock the proceeds of which
were used to redeem, repurchase, retire or otherwise acquire any Equity Interests of any direct or indirect parent company of Holdings) in an aggregate amount per year no greater than the aggregate amount of dividends per annum that were declarable
and payable on such Treasury Capital Stock immediately prior to such retirement; 
 (iii) the prepayment, defeasance,
redemption, repurchase, exchange or other acquisition or retirement (1) of Subordinated Indebtedness of the Issuer or a Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness of the
Issuer or a Guarantor or Disqualified Stock of the Issuer or a Guarantor or (2) Disqualified Stock of the Issuer or a Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, Disqualified Stock of the
Issuer or a Guarantor, that, in each case, is incurred or issued, as applicable, in compliance with Section 4.09 hereof so long as: 

(A) the principal amount (or accreted value, if applicable) of such new Indebtedness or the liquidation preference of such new
Disqualified Stock does not exceed the principal amount of (or accreted value, if applicable), plus any accrued and unpaid interest on, the Subordinated Indebtedness or the liquidation preference of, plus any accrued and unpaid dividends on, the
Disqualified Stock being so prepaid, defeased, redeemed, repurchased, exchanged, acquired or retired for value, plus the amount of any premium (including tender premium) required to be paid under the terms of the instrument governing the
Subordinated Indebtedness or Disqualified Stock being so defeased, redeemed, repurchased, exchanged, acquired or retired, defeasance costs and any fees and expenses incurred in connection with the issuance of such new Indebtedness or Disqualified
Stock; 
 (B) such new Indebtedness is subordinated to the Notes or the applicable Guarantee at least to the same extent as
such Subordinated Indebtedness so defeased, redeemed, repurchased, exchanged, acquired or retired; 
 (C) such new
Indebtedness or Disqualified Stock has a final scheduled maturity date equal to or later than the final scheduled maturity date of the Subordinated Indebtedness or Disqualified Stock being so defeased, redeemed, repurchased, exchanged, acquired or
retired (or, if earlier, the date that is 91 days after the maturity date of the Notes); and 
 (D) such new Indebtedness or
Disqualified Stock has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of the Subordinated Indebtedness or Disqualified Stock being so defeased, redeemed, repurchased, exchanged, acquired
or retired (or requires no or nominal payments in cash prior to the date that is 91 days after the maturity date of the Notes); 

(iv) a Restricted Payment to pay for the repurchase, redemption or other acquisition or retirement for value of Equity
Interests (other than Disqualified Stock) of Holdings or any direct or indirect parent company of Holdings held by any future, present or former employee, director, officer, member of management or consultant (or their respective Controlled
Investment Affiliates or Immediate Family Members) of Holdings, any of its Restricted Subsidiaries or any of its direct or indirect parent companies pursuant to any management equity plan or stock option plan or any other management or employee
benefit plan or agreement, or any stock subscription or shareholder agreement (including, for the avoidance of doubt, any principal and interest 

  
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payable on any notes issued by Holdings or any direct or indirect parent company of Holdings in connection with such repurchase, retirement or other acquisition), including any Equity Interest
rolled over by management, directors or employees in connection with the Transactions; provided, that the aggregate amount of Restricted Payments made under this clause (iv) do not exceed in any calendar year an amount equal to $25.0
million (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum (without giving effect to the following proviso) of $40.0 million in any calendar year); provided, further, that such
amount in any calendar year under this clause may be increased by an amount not to exceed: 
 (A) the cash proceeds from the
sale of Equity Interests (other than Disqualified Stock) of Holdings and, to the extent contributed to Holdings, the cash proceeds from the sale of Equity Interests of any of Holdings’ direct or indirect parent companies, in each case to any
future, present or former employees, directors, officers, members of management, or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members) of Holdings, any of its Restricted Subsidiaries or any of its direct
or indirect parent companies that occurs after the Issue Date, to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments by virtue of clause (C) of
Section 4.07(a) hereof and to the extent such contribution is not an Excluded Contribution; plus 
 (B) the cash
proceeds of key man life insurance policies received by Holdings or its Restricted Subsidiaries (or any direct or indirect parent company to the extent contributed to Holdings) after the Issue Date; less 

(C) the amount of any Restricted Payments previously made with the cash proceeds described in clauses (A) and (B) of
this clause (iv); 
 and provided, further, that (i) cancellation of Indebtedness owing to Holdings or any Restricted
Subsidiary from any future, present or former employees, directors, officers, members of management or consultants of Holdings (or their respective Controlled Investment Affiliates or Immediate Family Members), any of Holdings’ direct or
indirect parent companies or any of Holdings’ Restricted Subsidiaries in connection with a repurchase of Equity Interests of Holdings or any of its direct or indirect parent companies and (ii) payments in lieu of the issuance of fractional
Equity Interests, in the case of each of clauses (i) and (ii), will not be deemed to constitute a Restricted Payment for purposes of this Section 4.07 or any other provision of this Indenture; 

(v) the declaration and payment of dividends to holders of any class or series of Disqualified Stock of Holdings or any of its
Restricted Subsidiaries or any class or series of Preferred Stock of any Restricted Subsidiary (other than the Issuer) that is not a Guarantor issued in accordance with Section 4.09 hereof to the extent such dividends are included in the
definition of “Fixed Charges”; 
 (vi) (A) the declaration and payment of dividends to holders of any class or
series of Designated Preferred Stock (other than Disqualified Stock) issued by Holdings after the Issue Date; 
 (B) the
declaration and payment of dividends to any direct or indirect parent company of Holdings, the proceeds of which will be used to fund the payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified
Stock) issued 

  
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by such parent company after the Issue Date; provided that the amount of dividends paid pursuant to this clause (B) shall not exceed the aggregate amount of cash actually contributed
to Holdings from the sale of such Designated Preferred Stock; or 
 (C) the declaration and payment of dividends on Refunding
Capital Stock that is Preferred Stock in excess of the dividends declarable and payable thereon pursuant to clause (ii) of this Section 4.07(b); 

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

(vii) Investments in Unrestricted Subsidiaries having an aggregate fair market value, taken together with all other Investments
made pursuant to this clause (vii) that are at the time outstanding, without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities (until such proceeds
are converted to Cash Equivalents), not to exceed the greater of (a) $75.0 million and (b) 2.0% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without
giving effect to subsequent changes in value); 
 (viii) payments made or expected to be made by Holdings or any Restricted
Subsidiary in respect of withholding or similar taxes payable upon exercise of Equity Interests by any future, present or former employee, director, officer, member of management or consultant (or their respective Controlled Investment Affiliates or
Immediate Family Members) of Holdings or any Restricted Subsidiary or any direct or indirect parent company of Holdings and any repurchases of Equity Interests deemed to occur upon exercise of stock options, warrants or other equity-based awards or
similar instruments if such Equity Interests represent all or a portion of the exercise price of such options, warrants, awards or instruments; 

(ix) the declaration and payment of dividends on Holdings’ common stock (or the payment of dividends to any direct or
indirect parent company of Holdings to fund a payment of dividends on such company’s common stock), following any public offering of Holdings’ common stock or the common stock of any direct or indirect parent company of Holdings after the
Issue Date, in an amount not to exceed 6.0% per annum of the amount of net cash proceeds received by or contributed to Holdings in or from any such public offering, other than public offerings with respect to Holdings’ common stock
registered on Form S-4 or Form S-8 and other than any public sale constituting an Excluded Contribution; 
 (x) Restricted
Payments that are made (a) in an amount equal to the amount of Excluded Contributions previously received or (b) without duplication with clause (a), in an amount equal to the Net Proceeds from an Asset Sale in respect of property or
assets acquired after the Issue Date, if the acquisition of such property or assets was financed with Excluded Contributions; 

(xi) Restricted Payments in an aggregate amount taken together with all other Restricted Payments made pursuant to this
clause (xi) (in the case of Restricted Investments, at the time outstanding (without giving effect to the sale of an Investment to the extent the proceeds of such sale do not consist of, or have not be subsequently sold or transferred for, Cash
Equivalents)) not to exceed the greater of (a) $100.0 million and (b) 2.5% of Total Assets at such time; 

  
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 (xii) distributions or payments of Securitization Fees; 

(xiii) any Restricted Payment made in connection with the Transactions and the fees and expenses related thereto (including
dividends to any direct or indirect parent company of Holdings to permit payment by such parent company of such amounts), in each case to the extent permitted by Section 4.11 hereof; 

(xiv) the repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness pursuant to the
provisions similar to those described under Sections 4.10 and 4.14 hereof; provided, that if the Issuer shall have been required to make a Change of Control Offer or Asset Sale Offer, as applicable, to purchase the Notes on the terms
provided in this Indenture applicable to Change of Control Offers or Asset Sale Offers, respectively, all Notes validly tendered by Holders of such Notes in connection with a Change of Control Offer or Asset Sale Offer, as applicable, have been
repurchased, redeemed, acquired or retired for value; 
 (xv) the declaration and payment of dividends or distributions by
Holdings to, or the making of loans to, any direct or indirect parent company of Holdings in amounts required for any direct or indirect parent company of Holdings to pay, in each case without duplication: 

(A) franchise, excise and similar taxes, and other fees and expenses, required to maintain their corporate existence; 

(B) consolidated, combined or similar foreign, federal, state or local income or similar taxes of a tax group that includes
Holdings and/or its Subsidiaries and whose common parent is a direct or indirect parent of Holdings, to the extent such income or similar taxes are attributable to the income of Holdings and its Restricted Subsidiaries or, to the extent of any cash
amounts actually received from its Unrestricted Subsidiaries for such purpose, to the income of such Unrestricted Subsidiaries; provided, that in each case the amount of such payments in respect of any fiscal year does not exceed the amount
that Holdings and/or its Restricted Subsidiaries (and, to the extent permitted above, its Unrestricted Subsidiaries), as applicable, would have been required to pay in respect of the relevant foreign, federal, state or local income or similar taxes
for such fiscal year had Holdings, its Restricted Subsidiaries and/ or its Unrestricted Subsidiaries (to the extent described above), as applicable, (1) paid such taxes separately from any such parent company or (2) if Holdings is treated
as a disregarded entity or partnership for U.S. federal, state and/or local income tax purposes for such period, were Holdings a taxpayer and parent of a consolidated group and had paid such taxes for Holdings, its Restricted Subsidiaries and/or its
Unrestricted Subsidiaries (to the extent described above); 
 (C) customary salary, bonus and other benefits payable to
employees, directors, officers and managers of any direct or indirect parent company of Holdings to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of Holdings and its Restricted Subsidiaries; 

(D) general corporate operating and overhead costs and expenses and listing fees and other costs and expenses attributable to
being a publicly traded company of any direct or indirect parent company of Holdings; 

  
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 (E) fees and expenses other than to Affiliates of Holdings related to any
unsuccessful equity or debt offering of such parent entity; 
 (F) [Reserved]; 

(G) cash payments in lieu of issuing fractional shares in connection with the exercise of warrants, options or other securities
convertible into or exchangeable for Equity Interests of Holdings or any direct or indirect parent company of Holdings; 

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

(I) amounts that would be permitted to be paid by Holdings under clauses (iv) and (xiii) of Section 4.11(b)
hereof; provided, that the amount of any dividend or distribution under this clause (xv)(I) to permit such payment shall reduce, without duplication, Consolidated Net Income of Holdings to the extent, if any, that such payment would have
reduced Consolidated Net Income of Holdings if such payment had been made directly by Holdings and increase (or, without duplication of any reduction of Consolidated Net Income, decrease) EBITDA to the extent, if any, that Consolidated Net Income is
reduced under this clause (xv)(I) and such payment would have been added back to (or, to the extent excluded from Consolidated Net Income, would have been deducted from) EBITDA if such payment had been made directly by Holdings, in each case,
in the period such payment is made; and 
 (xvi) the distribution, by dividend or otherwise, of shares of Capital Stock of,
or Indebtedness owed to Holdings or a Restricted Subsidiary by Unrestricted Subsidiaries (other than Unrestricted Subsidiaries the primary assets of which are cash and/or Cash Equivalents); 

provided, that at the time of, and after giving effect to, any Restricted Payment permitted under clause (xi) and (xvi) of this
Section 4.07(b), no Default shall have occurred and be continuing or would occur as a consequence thereof. 
 (c) For purposes of
determining compliance with this Section 4.07, in the event that a proposed Restricted Payment (or a portion thereof) meets the criteria of clauses (i) through (xvi) of Section 4.07(b) hereof or is entitled to be made pursuant to
Section 4.07(a), Holdings will be entitled to 

  
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classify or later reclassify (based on circumstances existing on the date of such reclassification) such Restricted Payment (or a portion thereof) between such clauses (i) through
(xvi) and such Section 4.07(a) in any manner that otherwise complies with this Section 4.07. 
 (d) Holdings shall not permit
any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the penultimate sentence of the definition of “Unrestricted Subsidiary.” For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary,
all outstanding Investments by Holdings and its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated shall be deemed to be Restricted Payments in an amount determined as set forth in the penultimate sentence of the
definition of “Investments.” Such designation shall be permitted only if a Restricted Payment in such amount would be permitted at such time, pursuant to this Section 4.07 or pursuant to the definition of “Permitted
Investments,” and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Unrestricted Subsidiaries shall not be subject to any of the restrictive covenants set forth in this Indenture. Holdings shall not be permitted
to designate the Issuer or any Intermediate Parent as an “Unrestricted Subsidiary.” For the avoidance of doubt, this Section 4.07 shall not restrict the making of any “AHYDO catch up payment” with respect to, and required by
the terms of, any Indebtedness of Holdings or any of its Restricted Subsidiaries permitted to be incurred under the terms of this Indenture. 

Section 4.08. Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. 

(a) Holdings shall not, and shall not permit any of its Restricted Subsidiaries (other than the Issuer) that is not a Guarantor to, directly
or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: 

(i) (A) pay dividends or make any other distributions to Holdings, the Issuer or any Subsidiary Guarantor on its Capital Stock
or with respect to any other interest or participation in, or measured by, its profits; or 
 (B) pay any Indebtedness owed
to Holdings, the Issuer or any Subsidiary Guarantor; 
 (ii) make loans or advances to Holdings, the Issuer or any Subsidiary
Guarantor; or 
 (iii) sell, lease or transfer any of its properties or assets to Holdings, the Issuer or any Subsidiary
Guarantor; 
 (b) The restrictions in Section 4.08(a) hereof shall not apply to encumbrances or restrictions existing under or by
reason of: 
 (i) contractual encumbrances or restrictions in effect on the Issue Date, including pursuant to Hedging
Obligations and the related documentation, and contractual encumbrances or restrictions in effect on the Issue Date pursuant to the Senior Secured Credit Facilities; 

(ii) this Indenture (including the Guarantees) and the Notes; 

(iii) purchase money obligations for property acquired in the ordinary course of business and capital lease obligations that
impose restrictions of the nature discussed in clause (iii) of Section 4.08(a) hereof on the property so acquired; 

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

  
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 (v) (A) in the case of the redesignation of an Unrestricted Subsidiary as a
Restricted Subsidiary or the merger, amalgamation or consolidation of an Unrestricted Subsidiary into Holdings or a Restricted Subsidiary or the transfer of all or substantially all of the assets of an Unrestricted Subsidiary to Holdings or a
Restricted Subsidiary, any agreement or other instrument of such Unrestricted Subsidiary (but, in any such case, not created in contemplation thereof) and (B) any agreement or other instrument of a Person acquired by or merged or consolidated
with or into Holdings or any of its Restricted Subsidiaries in existence at the time of such acquisition or at the time it merges with or into Holdings or any of its Restricted Subsidiaries or assumed in connection with the acquisition of assets
from such Person (but, in any such case, not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person so acquired and its Subsidiaries, or
the property or assets of the Person so acquired and its Subsidiaries or the property or assets so acquired; 
 (vi)
contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of Holdings pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of
such Subsidiary; 
 (vii) Secured Indebtedness otherwise permitted to be incurred pursuant to Sections 4.09 and 4.12
hereof that limit the right of the debtor to dispose of the assets securing such Indebtedness; 
 (viii) restrictions on cash
or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business or arising in connection with any Permitted Liens; 

(ix) other Indebtedness, Disqualified Stock or Preferred Stock of Restricted Subsidiaries (other than the Issuer) that are not
Guarantors permitted to be incurred subsequent to the Issue Date pursuant to the provisions of Section 4.09 hereof; 

(x) customary provisions in joint venture agreements and other similar agreements or arrangements relating to such joint
venture; 
 (xi) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements,
including with respect to intellectual property and other agreements, in each case, entered into in the ordinary course of business; 

(xii) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or
other agreement to which Holdings or any of its Restricted Subsidiaries is a party entered into in the ordinary course of business; provided, that such agreement prohibits the encumbrance of solely the property or assets of Holdings or such
Restricted Subsidiary that are subject to such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of Holdings or such Restricted Subsidiary or the assets or property of another
Restricted Subsidiary; 
 (xiii) customary provisions restricting subletting or assignment of any lease governing a leasehold
interest of any Restricted Subsidiary; 
 (xiv) customary provisions restricting assignment of any agreement entered into in
the ordinary course of business; 

  
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 (xv) [Reserved]; 

(xvi) any agreement or instrument (A) relating to any Indebtedness, Disqualified Stock or Preferred Stock permitted to be
incurred or issued subsequent to the Issue Date pursuant to Section 4.09 hereof if the encumbrances and restrictions are not materially more disadvantageous, taken as a whole, to the Holders than is customary in comparable financings for
similarly situated issuers (as determined in good faith by Holdings) or is otherwise in effect on the Issue Date and (B) either (x) Holdings determines that such encumbrance or restriction will not adversely affect the Issuer’s
ability to make principal and interest payments on the Notes as and when they come due or (y) such encumbrances and restrictions apply only during the continuance of a default in respect of a payment or financial maintenance covenant relating
to such Indebtedness; 
 (xvii) restrictions created in connection with any Qualified Securitization Facility that in the
good faith determination of Holdings are necessary or advisable to effect such Qualified Securitization Facility; and 

(xviii) any encumbrances or restrictions of the type referred to in clauses (i), (ii) and (iii) of
Section 4.08(a) hereof imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through
(xvii) of this Section 4.08(b); provided, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of Holdings, not materially more
restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. 

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

(a) Holdings shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume,
guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and
Holdings shall not issue any shares of Disqualified Stock and shall not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or any Restricted Subsidiary (other than the Issuer) that is not a Guarantor to issue Preferred Stock;
provided, that Holdings may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock
and any Restricted Subsidiary (other than the Issuer) that is not a Guarantor may issue shares of Preferred Stock, if the Fixed Charge Coverage Ratio on a consolidated basis of Holdings and its Restricted Subsidiaries for the most recently ended
four fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to
1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may
be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided that the then outstanding aggregate principal amount of Indebtedness (including Acquired Indebtedness), Disqualified Stock and
Preferred Stock that may be incurred or issued, as applicable, pursuant to this Section 4.09(a) (plus any Refinancing Indebtedness in respect thereof) by Restricted Subsidiaries (other than the Issuer) that are not Guarantors shall not exceed
the greater of (i) $100.0 million and (ii) 2.75% of Total Assets (in each case, determined on the date of such incurrence). 

  
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 (b) The provisions of Section 4.09(a) hereof shall not apply to: 

(i) Indebtedness incurred pursuant to any Credit Facilities by Holdings or any Restricted Subsidiary and the issuance and
creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof); provided that immediately after giving
effect to any such incurrence or issuance (including a pro forma application of the net proceeds therefrom), the then outstanding aggregate principal amount of all Indebtedness incurred or issued under this clause (i) does not exceed
(A) $2,550.0 million, plus, (B) an additional aggregate principal amount of Indebtedness (with all such Indebtedness being deemed, for purposes of this clause (i)(B) only, to be secured by a Lien) such that after giving effect
to any such incurrence or issuance (including a pro forma application of the net proceeds therefrom), the Consolidated Secured Debt Ratio would be no greater than 3.90 to 1.00; 

(ii) the incurrence by the Issuer and any Guarantor of Indebtedness represented by the Notes (including any guarantee thereof,
but excluding any Additional Notes); 
 (iii) Indebtedness of Holdings and its Restricted Subsidiaries in existence on the
Issue Date (other than Indebtedness described in clauses (i) and (ii) of this Section 4.09(b)); 
 (iv)
Indebtedness consisting of Capitalized Lease Obligations and Purchase Money Obligations in an aggregate principal amount (together with any Refinancing Indebtedness in respect thereof) incurred and outstanding under this clause (iv) not to
exceed the greater of (a) $150.0 million and (b) 4.0% of Total Assets (in each case, determined at the date of incurrence or issuance); so long as such Indebtedness exists at the date of such purchase, lease or improvement, or is created
within 365 days thereafter (for the avoidance of doubt, the purchase date for any asset shall be the later of the date of completion of construction or installation and the beginning of the full productive use of such asset); 

(v) Indebtedness incurred by Holdings or any of its Restricted Subsidiaries constituting reimbursement obligations with respect
to letters of credit, bank guarantees, banker’s acceptances, warehouse receipts, or similar instruments issued or created in the ordinary course of business, including letters of credit in respect of workers’ compensation claims, health,
disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims, health, disability or other
employee benefits or property, casualty or liability insurance or self-insurance; provided, that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 Business Days
following such drawing or incurrence; 
 (vi) Indebtedness arising from agreements of Holdings or its Restricted Subsidiaries
providing for indemnification, adjustment of purchase price, earnouts or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Subsidiary, other than guarantees of Indebtedness
incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; provided, that such Indebtedness is not reflected on the balance sheet of Holdings or any of its
Restricted Subsidiaries (Contingent Obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet shall not be deemed to be reflected on such balance sheet for purposes of this clause (vi)); 


  
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 (vii) Indebtedness of Holdings to a Restricted Subsidiary; provided, that
any such Indebtedness owing to a Restricted Subsidiary (other than the Issuer) that is not a Guarantor is subordinated in right of payment to the Guarantee of Holdings (for the avoidance of doubt, any such Indebtedness owing to a Restricted
Subsidiary (other than the Issuer) that is not a Guarantor shall be deemed to be expressly subordinated in right of payment to the Guarantee of Holdings unless the terms of such Indebtedness expressly provide otherwise); provided,
further, that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except
to Holdings or another Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien) shall be deemed, in each case, to be an incurrence of such Indebtedness (to the extent such Indebtedness is then outstanding) not
permitted by this clause (vii); 
 (viii) Indebtedness of a Restricted Subsidiary to Holdings or another Restricted
Subsidiary; provided, that if the Issuer or a Guarantor incurs such Indebtedness to a Restricted Subsidiary (other than the Issuer) that is not a Guarantor, such Indebtedness is subordinated in right of payment to the Notes (in the case of
the Issuer) or the Guarantee of such Guarantor (in the case of a Guarantor) (for the avoidance of doubt, any such Indebtedness owing to a Restricted Subsidiary (other than the Issuer) that is not a Guarantor shall be deemed to be expressly
subordinated in right of payment to the Notes (in the case of the Issuer) or the Guarantee of such Guarantor (in the case of a Guarantor) unless the terms of such Indebtedness expressly provide otherwise); provided, further, that any
subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of any such Indebtedness (except to Holdings or another
Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien) shall be deemed, in each case, to be an incurrence of such Indebtedness (to the extent such Indebtedness is then outstanding) not permitted by this
clause (viii); 
 (ix) shares of Preferred Stock of a Restricted Subsidiary issued to Holdings or another Restricted
Subsidiary; provided, that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares
of Preferred Stock (except to Holdings or another of its Restricted Subsidiaries or any pledge of such Capital Stock constituting a Permitted Lien) shall be deemed in each case to be an issuance of such shares of Preferred Stock (to the extent such
Preferred Stock is then outstanding) not permitted by this clause (ix); 
 (x) Hedging Obligations (excluding Hedging
Obligations entered into for speculative purposes) for the purpose of limiting interest rate risk with respect to any Indebtedness permitted to be incurred under this Indenture, exchange rate risk or commodity pricing risk; 

(xi) obligations in respect of self-insurance and obligations in respect of performance, bid, appeal and surety bonds and
performance and completion guarantees and similar obligations provided by Holdings or any of its Restricted Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the
ordinary course of business or consistent with past practice; 
 (xii) Indebtedness or Disqualified Stock of Holdings and
Indebtedness, Disqualified Stock or Preferred Stock of Holdings or any Restricted Subsidiary in an aggregate principal amount or liquidation preference, which, when aggregated with the principal amount and liquidation preference of all other
Indebtedness, Disqualified Stock and Preferred Stock then outstanding and incurred pursuant to this clause (xii), does not at any time outstanding exceed the 

  
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greater of (x) $150.0 million and (y) 4.0% of Total Assets (in each case, determined on the date of such incurrence); it being understood that any Indebtedness, Disqualified Stock or
Preferred Stock incurred pursuant to this clause (xii) shall cease to be deemed incurred or outstanding for purposes of this clause (xii) but shall be deemed incurred for the purposes of Section 4.09(a) hereof from and after the first
date on which Holdings or such Restricted Subsidiary could have incurred such Indebtedness, Disqualified Stock or Preferred Stock under Section 4.09(a) hereof without reliance on this clause (xii); 

(xiii) the incurrence or issuance by Holdings or any Restricted Subsidiary of Indebtedness, Disqualified Stock or Preferred
Stock which serves to extend, replace, refund, refinance, renew or defease any Indebtedness, Disqualified Stock or Preferred Stock incurred or issued as permitted under Section 4.09(a) hereof and clauses (ii), (iii) and (iv) of
this Section 4.09(b), this clause (xiii) and clause (xiv) of this Section 4.09(b) or any Indebtedness, Disqualified Stock or Preferred Stock incurred or issued to so extend, replace, refund, refinance, renew or defease such
Indebtedness, Disqualified Stock or Preferred Stock including additional Indebtedness, Disqualified Stock or Preferred Stock incurred to pay premiums (including tender premiums), defeasance costs, and accrued interest, fees and expenses in
connection therewith (the “Refinancing Indebtedness”) prior to its respective maturity; provided, that such Refinancing Indebtedness: 

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

(C) shall not include: 

(1) Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary of Holdings (other than the Issuer) that is not a
Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of the Issuer; 
 (2) Indebtedness,
Disqualified Stock or Preferred Stock of a Subsidiary of Holdings (other than the Issuer) that is not a Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of a Guarantor; or 

(3) Indebtedness or Disqualified Stock of Holdings or Indebtedness, Disqualified Stock or Preferred Stock of a Restricted
Subsidiary that refinances Indebtedness, Disqualified Stock or Preferred Stock of an Unrestricted Subsidiary; 
 and, provided,
further, that subclause (A) of this clause (xiii) will not apply to any extension, replacement, refunding, refinancing, renewal or defeasance of any Credit Facilities or Secured Indebtedness; 

  
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 (xiv) (A) Indebtedness, Disqualified Stock or Preferred Stock of Holdings or a
Restricted Subsidiary incurred or issued to finance an acquisition (or other purchase of assets) or (B) Indebtedness, Disqualified Stock or Preferred Stock of Persons that are acquired by Holdings or any Restricted Subsidiary or merged into or
consolidated with Holdings or a Restricted Subsidiary in accordance with the terms of this Indenture; provided, that in the case of clauses (A) and (B), after giving effect to such acquisition, merger, amalgamation or consolidation,
(1) the then outstanding aggregate principal amount of all Indebtedness incurred or issued under this subclause (1) does not exceed $25.0 million or (2) either (x) Holdings would be permitted to incur at least $1.00 of additional
Indebtedness pursuant to the Fixed Charge Coverage Test set forth in Section 4.09(a) hereof, or (y) the Fixed Charge Coverage Ratio for Holdings and its Restricted Subsidiaries is equal to or greater than immediately prior to such
acquisition, merger, amalgamation or consolidation; 
 (xv) Indebtedness arising from the honoring by a bank or other
financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; 

(xvi) Indebtedness of Holdings or any of its Restricted Subsidiaries supported by a letter of credit issued pursuant to the
Credit Facilities, in a principal amount not in excess of the stated amount of such letter of credit; 
 (xvii) (A) any
guarantee by Holdings or a Restricted Subsidiary of Indebtedness or other obligations of any Restricted Subsidiary so long as the incurrence of such Indebtedness incurred by such Restricted Subsidiary is permitted under the terms of this Indenture;
or 
 (B) any guarantee by a Restricted Subsidiary of Indebtedness of Holdings; provided, that such guarantee is
incurred in accordance with Section 4.15 hereof; or 
 (xviii) (A) Indebtedness issued by Holdings or any of its
Restricted Subsidiaries to future, present or former employees, directors, officers, managers and consultants thereof, their respective Controlled Investment Affiliates or Immediate Family Members, in each case to finance the purchase or redemption
of Equity Interests of Holdings or any direct or indirect parent company of Holdings to the extent described in clause (iv) of Section 4.07(b) hereof; and 

(B) Indebtedness representing deferred compensation to employees of Holdings (or any direct or indirect parent thereof) or any
of its Restricted Subsidiaries incurred in the ordinary course of business; 
 (xix) to the extent constituting Indebtedness,
customer deposits and advance payments (including progress premiums) received in the ordinary course of business from customers for goods purchased in the ordinary course of business; 

(xx) (A) Indebtedness owed on a short-term basis of no longer than 30 days to banks and other financial institutions incurred
in the ordinary course of business of Holdings and its Restricted Subsidiaries with such banks or financial institutions that arises in connection with ordinary banking arrangements to manage cash balances of Holdings and its Restricted Subsidiaries
and (B) Indebtedness in respect of Bank Products; 

  
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 (xxi) Indebtedness incurred by a Restricted Subsidiary in connection with
bankers’ acceptances, discounted bills of exchange or the discounting or factoring of receivables or payables for credit management purposes, in each case incurred or undertaken consistent with past practice or in the ordinary course of
business on arm’s-length commercial terms; 
 (xxii) Indebtedness of Holdings or any of its Restricted Subsidiaries
consisting of (A) the financing of insurance premiums or (B) take-or-pay obligations contained in supply arrangements, in each case incurred in the ordinary course of business; 

(xxiii) the incurrence of Indebtedness of Restricted Subsidiaries (other than the Issuer) that are not Guarantors in an amount
outstanding under this clause (xxiii) not to exceed together with any other Indebtedness incurred under this clause (xxiii) the greater of (a) $50.0 million and (b) 1.5% of Total Assets (in each case, determined on the date of
such incurrence); it being understood that any Indebtedness deemed incurred pursuant to this clause (xxiii) shall cease to be deemed incurred or outstanding for purposes of this clause (xxiii) but shall be deemed incurred for the purposes
of Section 4.09(a) hereof from and after the first date on which such Restricted Subsidiaries could have incurred such Indebtedness under Section 4.09(a) hereof without reliance on this clause (xxiii); 

(xxiv) Indebtedness of Holdings or any of its Restricted Subsidiaries undertaken in connection with cash management and related
activities with respect to any Restricted Subsidiary or joint venture in the ordinary course of business; and 
 (xxv)
Indebtedness of Foreign Subsidiaries of Holdings in an amount not to exceed, at any one time outstanding and together with any other Indebtedness incurred under this clause (xxv), the greater of (A) $25.0 million and (B) 1.0% of Total
Assets (it being understood that any Indebtedness incurred pursuant to this clause (xxv) shall cease to be deemed incurred or outstanding for purposes of this clause (xxv) but shall be deemed incurred for the purposes of the
Section 4.09(a) hereof from and after the first date on which such Foreign Subsidiaries could have incurred such Indebtedness under Section 4.09(a) hereof without reliance on this clause (xxv)). 

(c) For purposes of determining compliance with this Section 4.09: 

(i) in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) meets the
criteria of more than one of the categories of permitted Indebtedness, Disqualified Stock or Preferred Stock described in clauses (i) through (xxv) of Section 4.09(b) hereof or is entitled to be incurred pursuant to
Section 4.09(a) hereof, Holdings, in its sole discretion, may classify or reclassify such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) and shall only be required to include the amount and type of such
Indebtedness, Disqualified Stock or Preferred Stock in one of the clauses under Section 4.09(b) or under Section 4.09(a) hereof; provided, that all Indebtedness outstanding under the Senior Secured Credit Facilities on the Issue
Date and the date of consummation of the IPC Acquisition shall be treated as incurred on such dates under clause (i) of Section 4.09(b) hereof; and 

(ii) Holdings shall be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness
described in Section 4.09(a) and Section 4.09(b) hereof. 
 Accrual of interest or dividends, the accretion of accreted value, the
accretion or amortization of original issue discount and the payment of interest or dividends in the form of additional Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, of the same class shall not be deemed to be an


  
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incurrence of Indebtedness, Disqualified Stock or Preferred Stock for purposes of this Section 4.09. Any Refinancing Indebtedness and any Indebtedness permitted to be incurred under this
Indenture to refinance Indebtedness incurred pursuant to clauses (i) and (xii) of Section 4.09(b) hereof shall be deemed to include additional Indebtedness, Disqualified Stock or Preferred Stock incurred to pay premiums (including
reasonable tender premiums), defeasance costs, fees and expenses in connection with such refinancing. 
 For purposes of determining
compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. Dollar Equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange
rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided, that if such Indebtedness is incurred to refinance other Indebtedness denominated in a
foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated
restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed (A) the principal amount of such Indebtedness being refinanced plus (B) the aggregate amount of fees,
underwriting discounts, premiums (including tender premiums) and other costs and expenses (including original issue discount, upfront fees or similar fees) incurred in connection with such refinancing. 

The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness
being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing. 

Notwithstanding anything to the contrary, neither the Issuer nor any Guarantors shall, directly or indirectly, incur any Indebtedness
(including Acquired Indebtedness) that is contractually subordinated or junior in right of payment to any Indebtedness of the Issuer or such Guarantor, as the case may be, unless such Indebtedness is expressly subordinated in right of payment to the
Notes or such Guarantor’s Guarantee to the extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of the Issuer or such Guarantor, as the case may be. 

Unsecured Indebtedness shall not be deemed to be subordinated or junior to Secured Indebtedness merely because it is unsecured. Indebtedness
shall not be deemed to be subordinated or junior to any other Indebtedness merely because it has a junior priority with respect to the same collateral or because it is guaranteed by other obligors. 

Section 4.10. Asset Sales. 

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

(i) Holdings or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least
equal to the fair market value (as determined in good faith by Holdings at the time of contractually agreeing to such Asset Sale) of the assets sold or otherwise disposed of; and 

  
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 (ii) except in the case of a Permitted Asset Swap, at least 75.0% of the
consideration for such Asset Sale, together with all other Asset Sales since the Issue Date (on a cumulative basis), received by Holdings or such Restricted Subsidiary, as the case may be, is in the form of Cash Equivalents; provided that the
amount of: 
 (A) any liabilities (as shown on Holdings’ or such Restricted Subsidiary’s most recent balance sheet
or in the footnotes thereto or, if incurred or increased subsequent to the date of such balance sheet, such liabilities that would have been shown on Holdings’ or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if
such incurrence or increase had taken place on or prior to the date of such balance sheet, as determined by Holdings) of Holdings or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Notes, that are
assumed by the transferee of any such assets pursuant to a written agreement which releases or indemnifies Holdings or such Restricted Subsidiary from such liabilities; 

(B) any securities, notes or other obligations or assets received by Holdings or such Restricted Subsidiary from such
transferee that are converted by Holdings or such Restricted Subsidiary into Cash Equivalents (to the extent of the Cash Equivalents received) within 180 days following the closing of such Asset Sale; and 

(C) any Designated Non-cash Consideration received by Holdings or such Restricted Subsidiary in such Asset Sale having an
aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (C) that is at that time outstanding, not to exceed the greater of (x) $75.0 million and (y) 2.0% of Total
Assets at the time of the receipt of such Designated Non-cash Consideration, with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value,

 shall be deemed to be Cash Equivalents for purposes of this provision and for no other purpose. 

(b) Within 450 days after the receipt of any Net Proceeds of any Asset Sale, Holdings or such Restricted Subsidiary, at its option, may apply
the Net Proceeds from such Asset Sale: 
 (i) to permanently reduce Indebtedness as follows: 

(A) Obligations under the Senior Secured Credit Facilities, and to correspondingly reduce commitments with respect thereto;

 (B) Obligations under Secured Indebtedness (other than Indebtedness owed to Holdings or a Restricted Subsidiary) which is
secured by a Lien that is permitted by this Indenture, and to correspondingly reduce commitments with respect thereto; 
 (C)
Obligations under the Notes or any other Senior Indebtedness of Holdings or any Restricted Subsidiary (and, in the case of other Senior Indebtedness, to correspondingly reduce any outstanding commitments with respect thereto, if applicable);
provided that if Holdings or any Restricted Subsidiary shall so repay any such Senior Indebtedness other than the Notes, the Issuer will either (i) reduce Obligations under the Notes on a pro rata basis by, at its option,
(x) redeeming Notes as provided under Section 3.07 hereof or (y) purchasing Notes through open-market purchases, or (ii) make an offer (in accordance with the procedures set forth in Sections 3.09 and 4.10(c) hereof) to all
Holders to purchase their Notes on a ratable basis with such other Senior Indebtedness for no less than 100.0% of the principal amount of such Notes, plus the amount of accrued but unpaid interest, if any, on the Notes to be repurchased, to the date
of repurchase; or 

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

(iii) to make an Investment in (A) any one or more businesses, provided that such Investment in any business is in
the form of the acquisition of Capital Stock and results in Holdings or any of its Restricted Subsidiaries, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary,
(B) properties or (C) acquisitions of other assets that, in each of (A), (B) and (C), replace the businesses, properties and/or assets that are the subject of such Asset Sale; 

provided, that a binding commitment entered into not later than such 450th day shall be treated as a permitted application of the Net Proceeds from the
date of such commitment so long as Holdings or such Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Proceeds will be applied to satisfy such commitment within 180 days of such commitment (an
“Acceptable Commitment”) and, in the event any Acceptable Commitment is later cancelled or terminated for any reason before the Net Proceeds are applied in connection therewith, Holdings or such Restricted Subsidiary enters into
another Acceptable Commitment (a “Second Commitment”) within 180 days of such cancellation or termination; provided further that if any Second Commitment is later cancelled or terminated for any reason before such Net
Proceeds are applied, then such Net Proceeds shall constitute Excess Proceeds. 
 (c) Any Net Proceeds from the Asset Sale that are not
invested or applied as provided and within the time period set forth in Section 4.10(b) hereof will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $50.0 million, the Issuer shall
make an offer (an “Asset Sale Offer”) to all Holders of the Notes and, if required by the terms of any Indebtedness that ranks pari passu with the Notes (“Pari Passu Indebtedness”), to the holders of such
Pari Passu Indebtedness, to purchase the maximum aggregate principal amount of the Notes and such Pari Passu Indebtedness (in the case of the Notes, that is in an amount equal to at least $2,000, or an integral multiple of $1,000 thereafter), that
may be purchased out of the Excess Proceeds at an offer price, in the case of the Notes, in cash in an amount equal to 100.0% of the principal amount thereof (or accreted value thereof, if less), plus accrued and unpaid interest, if any, to the date
fixed for the closing of such offer, and in the case of any Pari Passu Indebtedness at the offer price required by the terms thereof but not to exceed 100.0% of the principal amount thereof, plus accrued and unpaid interest, if any, in accordance
with the procedures set forth in this Indenture. The Issuer will commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceed $50.0 million by delivering the notice required
pursuant to the terms of this Indenture, with a copy to the Trustee. The Issuer may satisfy the foregoing obligations with respect to any Net Proceeds from an Asset Sale by making an Asset Sale Offer with respect to such Net Proceeds prior to the
expiration of the relevant 450 days (or such longer period provided above) or with respect to Excess Proceeds of $50.0 million or less. 

  
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 To the extent that the aggregate amount of Notes and such Pari Passu Indebtedness, as the case
may be, tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, Holdings may use any remaining Excess Proceeds for any purposes not otherwise prohibited under this Indenture. If the aggregate principal amount of Notes or the Pari
Passu Indebtedness, as the case may be, surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Issuer shall purchase the Notes and such Pari Passu Indebtedness, as the case may be, on a pro rata basis based on the accreted
value or principal amount of the Notes or such Pari Passu Indebtedness, as the case may be, tendered with adjustments as necessary so that no Notes or Pari Passu Indebtedness, as the case may be, will be repurchased in part in an unauthorized
denomination. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds that resulted in the Asset Sale Offer shall be reset to zero (regardless of whether there are any remaining Excess Proceeds upon such completion).
Additionally, the Issuer may, at its option, make an Asset Sale Offer using the proceeds from any Asset Sale at any time after the consummation of such Asset Sale. Upon consummation or expiration of any Asset Sale Offer, any remaining Net Proceeds
shall not be deemed Excess Proceeds and Holdings may use such Net Proceeds for any purpose not otherwise prohibited under this Indenture. 

(d) Pending the final application of any Net Proceeds pursuant to this Section 4.10, the holder of such Net Proceeds may apply such Net
Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility, including under the Senior Secured Credit Facilities, or otherwise invest such Net Proceeds in any manner not prohibited by this Indenture. 

(e) The notice, if delivered electronically or mailed in a manner herein provided, shall be conclusively presumed to have been given, whether
or not the Holder receives such notice. If (i) the notice is delivered electronically or mailed in a manner herein provided and (ii) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such
Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer shall comply with the
requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase by the Issuer of the Notes pursuant to an Asset Sale
Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its
obligations in this Indenture by virtue thereof. 
 The provisions of this Section 4.10 may be waived or modified with the written
consent of the Holders of a majority in principal amount of all the Notes then outstanding. 
 Section 4.11. Transactions with
Affiliates. 
 (a) Holdings shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease,
transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of,
any Affiliate of Holdings (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $30.0 million, unless: 

(i) such Affiliate Transaction is on terms that are not materially less favorable to Holdings or its relevant Restricted
Subsidiary than those that would have been obtained in a comparable transaction by Holdings or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis; and 

  
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 (ii) the Issuer delivers to the Trustee with respect to any Affiliate Transaction
or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $50.0 million, a resolution adopted by the majority of the Board of Directors of Holdings approving such Affiliate Transaction and set forth in an
Officer’s Certificate certifying that such Affiliate Transaction complies with clause (i) of this Section 4.11(a). 
 (b) The
provisions of Section 4.11(a) hereof shall not apply to the following: 
 (i) transactions between or among Holdings or
any of its Restricted Subsidiaries; 
 (ii) Restricted Payments permitted by Section 4.07 hereof (other than pursuant to
clauses (xiii) or (xv)(I) of Section 4.07(b) hereof) and the definition of “Permitted Investments”; 

(iii) [Reserved]; 

(iv) (A) employment agreements, employee benefit and incentive compensation plans and arrangements and (B) the payment of
reasonable and customary fees and compensation paid to, and indemnities and reimbursements and employment and severance arrangements provided on behalf of or for the benefit of, current or former employees, directors, officers, managers or
consultants of Holdings, any of its direct or indirect parent companies or any of its Restricted Subsidiaries; 
 (v)
transactions in which Holdings or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to Holdings or such Restricted Subsidiary from a
financial point of view or stating that the terms are not materially less favorable, when taken as a whole, to Holdings or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by Holdings or such
Restricted Subsidiary with an unrelated Person on an arm’s-length basis; 
 (vi) any agreement or arrangement as in
effect as of the Issue Date, or any amendment thereto (so long as any such amendment is not disadvantageous in any material respect in the good faith judgment of Holdings to the Holders when taken as a whole as compared to the applicable agreement
as in effect on the Issue Date); 
 (vii) transactions pursuant to management contracts with affiliated physicians entered
into in the ordinary course of business consistent with past practice (or as such practice may be modified to comply with regulations governing the operations of Holdings and its Subsidiaries); 

(viii) the Transactions and the payment of all fees and expenses related to the Transactions, including Transaction Expenses;

 (ix) transactions with customers, clients, suppliers, contractors, joint venture partners or purchasers or sellers of
goods or services that are Affiliates, in each case in the ordinary course of business or that are consistent with past practice and otherwise in compliance with the terms of this Indenture which are fair to Holdings and its Restricted Subsidiaries,
in the reasonable determination of Holdings, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; 

(x) the issuance or transfer of Equity Interests (other than Disqualified Stock) of Holdings to any direct or indirect parent
company of Holdings or to any employee, director, officer, manager or consultant (or their respective Affiliates or Immediate Family Members) of Holdings, any of its direct or indirect parent companies or any of its Restricted Subsidiaries; 

  
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 (xi) sales of accounts receivable, or participations therein, or Securitization
Assets or related assets in connection with any Qualified Securitization Facility; 
 (xii) [Reserved]; 

(xiii) payments and Indebtedness and Disqualified Stock (and cancellation of any thereof) of Holdings and its Restricted
Subsidiaries and Preferred Stock (and cancellation of any thereof) of any Restricted Subsidiary to any future, current or former employee, director, officer, manager or consultant (or their respective Controlled Investment Affiliates or Immediate
Family Members) of Holdings, any of its Restricted Subsidiaries or any of its direct or indirect parent companies pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock
subscription or shareholder agreement that are, in each case, approved by Holdings in good faith; and any employment agreements, stock option plans and other compensatory arrangements (and any successor plans thereto) and any supplemental executive
retirement benefit plans or arrangements with any such employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members) that are, in each case, approved by Holdings in good
faith; 
 (xiv) [Reserved]; 

(xv) payments to or from, and transactions with, any joint venture in the ordinary course of business or consistent with past
practice (including, without limitation, any cash management activities related thereto); 
 (xvi) payments by Holdings (and
any direct or indirect parent company thereof) and its Subsidiaries pursuant to tax sharing agreements among Holdings (and any such parent company) and its Subsidiaries, to the extent such payments are permitted under clause (xv)(B) of
Section 4.07(b) hereof; 
 (xvii) any lease entered into between Holdings or any Restricted Subsidiary, as lessee, and
any Affiliate of Holdings, as lessor, which is approved by Holdings in good faith; 
 (xviii) intellectual property licenses
in the ordinary course of business; 
 (xix) [Reserved]; 

(xx) [Reserved]; 

(xxi) the pledge of Equity Interests of any Unrestricted Subsidiary to lenders to support the Indebtedness of such Unrestricted
Subsidiary owed to such lenders; 
 (xxii) [Reserved]; and 

(xxiii) any transactions with a joint venture which would constitute an Affiliate Transaction solely because Holdings or its
Restricted Subsidiary owns an equity interest or otherwise controls such joint venture or similar entity. 

  
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 Section 4.12. Liens. Holdings will not, and will not permit the Issuer or any
Subsidiary Guarantor to, directly or indirectly, create, incur, assume or suffer to exist any Lien (except Permitted Liens) that secures Obligations under any Indebtedness or any related guarantee of Indebtedness, on any asset or property of the
Issuer or any Guarantor, or any income or profits therefrom, or assign or convey any right to receive income therefrom, unless: 

(a) in the case of Liens securing Subordinated Indebtedness, the Notes and the Guarantees are secured by a Lien on such
property, assets or proceeds that is senior in priority to such Liens; and 
 (b) in all other cases, the Notes or the
Guarantees are equally and ratably secured, 
 except that the foregoing shall not apply to or restrict Liens securing obligations in respect of the Notes
and the Guarantees. 
 Any Lien created for the benefit of the Holders of the Notes pursuant to this Section 4.12 shall be deemed
automatically and unconditionally released and discharged upon the release and discharge of each of the Liens that resulted in (or would result in) the creation of such Lien for the benefit of the Holders. 

Section 4.13. Company Existence. Subject to Article 5 hereof, Holdings shall do or cause to be done all things necessary to
preserve and keep in full force and effect its corporate existence, and the corporate, partnership, limited liability company or other existence of each of its Restricted Subsidiaries (including the Issuer), in accordance with the respective
organizational documents (as the same may be amended from time to time) of Holdings or any such Restricted Subsidiary; provided that Holdings shall not be required to preserve the corporate, partnership or other existence of its Restricted
Subsidiaries (other than the Issuer), if Holdings in good faith shall determine that the preservation thereof is no longer desirable in the conduct of the business of Holdings and its Restricted Subsidiaries, taken as a whole. For the avoidance of
doubt, Holdings and its Restricted Subsidiaries will be permitted to change their organizational form; provided that if and for so long as the Issuer is organized as a partnership or a limited liability company, it will maintain a corporate co-issuer of the Notes. 
 Section 4.14. Offer to Repurchase Upon Change of Control. If a
Change of Control occurs, unless the Issuer has previously or concurrently sent a redemption notice with respect to all the outstanding Notes as described under Section 3.07 or Section 3.08 hereof, the Issuer shall make an offer to
purchase all of the Notes pursuant to the offer described in this Section 4.14 (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101.0% of the aggregate principal
amount thereof plus accrued and unpaid interest, if any, to the date of purchase, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any
Change of Control, the Issuer will send notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee, to each Holder to the address of such Holder appearing in the Note Register or otherwise in accordance
with the Applicable Procedures with the following information: 
 (a) that a Change of Control has occurred or may occur
(together with the identification of the transaction or transactions that constitute such Change of Control); 
 (b) that a
Change of Control Offer is being made pursuant to this Section 4.14 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer; 

  
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 (c) the purchase price and the purchase date, which will be no earlier than 15
days nor later than 60 days from the date such notice is sent (the “Change of Control Payment Date”), except in the case of a conditional Change of Control Offer made in advance of a Change of Control in accordance with
clause (m) of this Section 4.14; 
 (d) that any Note not properly tendered will remain outstanding and continue to
accrue interest; 
 (e) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted
for payment pursuant to the Change of Control Offer shall cease to accrue interest on the Change of Control Payment Date; 

(f) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall be required to surrender such
Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third
Business Day preceding the Change of Control Payment Date; 
 (g) that Holders shall be entitled to withdraw their tendered
Notes and their election to require the Issuer to purchase such Notes; provided that the Paying Agent receives, not later than the close of business on the second Business Day prior to the expiration date of the Change of Control Offer, a
facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes, or specified portion thereof, and its
election to have such Notes purchased; 
 (h) that Holders whose Notes are being purchased only in part shall be issued (or
transferred by book-entry transfer) new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). The unpurchased portion of the Notes must be equal to at
least $2,000 or any integral multiple of $1,000 in excess of $2,000; 
 (i) if such notice is delivered prior to the
occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control and shall describe each such condition, and, if applicable, shall state that, in the Issuer’s discretion, the
Change of Control Payment Date may be delayed until such time as any or all such conditions shall be satisfied, or that such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been
satisfied by the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed; and 
 (j) the other
instructions, as determined by the Issuer, consistent with this Section 4.14, that a Holder must follow in order to have its Notes repurchased. 

The notice, if delivered electronically or mailed in a manner herein provided, shall be conclusively presumed to have been
given, whether or not the Holder receives such notice. If (a) the notice is delivered or mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such
Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer shall comply with the
requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in 

  
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connection with the repurchase by the Issuer of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions
of this Indenture, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations in this Indenture by virtue thereof. 

(k) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law: 

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

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

(l) The Issuer shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the
Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn
under such Change of Control Offer. 
 (m) Notwithstanding anything to the contrary herein, a Change of Control Offer may be
made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of the making of the Change of Control Offer. 

(n) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be
made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof, and references therein to “redeem,” “redemption,” “Redemption Date” and similar words shall be deemed to refer to “purchase,”
“repurchase” and “Change of Control Payment Date” and similar words, as applicable. 
 The provisions of this
Section 4.14 may be waived or modified with the written consent of the Holders of a majority in principal amount of all the Notes then outstanding. 

If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a
Change of Control Offer and the Issuer, or any third party making a Change of Control Offer in lieu of the Issuer as described above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third party will
have the right, upon not less than 15 days, nor more than 60 days’ prior notice, provided that such notice is given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Notes that
remain outstanding following such purchase on a date (the “Second Change of Control Payment Date”) at a price in cash equal to the Change of Control Payment in respect of the Second Change of Control Payment Date. 

  
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 Section 4.15. Limitation on Guarantees of Indebtedness by Restricted Subsidiaries.
Holdings shall not permit any of its Wholly Owned Subsidiaries that are Restricted Subsidiaries (and non-Wholly Owned Subsidiaries if such non-Wholly Owned Subsidiaries guarantee other capital markets debt securities of the Issuer or any Guarantor),
other than the Issuer, a Guarantor, a Foreign Subsidiary or a Securitization Subsidiary, to guarantee the payment of any Indebtedness of the Issuer or any other Guarantor unless: 

(a) such Restricted Subsidiary within 60 days after the guarantee of such Indebtedness executes and delivers a supplemental
indenture to this Indenture, the form of which is attached as Exhibit D hereto, providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer or any Guarantor, if such Indebtedness is
by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee
substantially to the same extent as such Indebtedness is subordinated to the Notes; and 
 (b) such Restricted Subsidiary
waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other applicable rights against Holdings or any other Restricted Subsidiary as a result of any
payment by such Restricted Subsidiary under its Guarantee; 
 provided that this Section 4.15 shall not be applicable to any guarantee of any
Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. Holdings may elect, in its sole discretion, to
cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, in which case such Subsidiary shall not be required to comply with the 60-day period described in clause (a) of this Section 4.15. 

Section 4.16. [Reserved]. 

Section 4.17. Termination of Covenants. 

(a) If on any date following the Issue Date, (i) the Notes have an Investment Grade Rating from both Rating Agencies and (ii) no
Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Termination Event” and such date being
referred to as the “Covenant Termination Date”), then, beginning on that day and continuing at all times thereafter regardless of any subsequent changes in the rating of the Notes, Section 4.07, Section 4.08,
Section 4.09, Section 4.10, Section 4.11, Section 4.15 and clause (iv) of Section 5.01(a) hereof shall no longer be applicable to the Notes (collectively, the Terminated Covenants”): 

(b) On and after the Covenant Termination Date, Holdings may not designate any of its Subsidiaries as Unrestricted Subsidiaries. 

(c) [Reserved]. 
 (d) On and
after the Covenant Termination Date, Holdings and its Restricted Subsidiaries will be entitled to incur Liens to the extent provided for under Section 4.12 (including, without limitation, Permitted Liens) and any Permitted Liens which may refer
to one or more Terminated Covenants shall be interpreted as though such applicable Terminated Covenant(s) continued to be applicable on and after the Covenant Termination Date (but solely for purposes of the Section 4.12 and for no other
covenant). 

  
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 (e) The Trustee shall have no obligation to determine if a Covenant Termination Event has
occurred or that the Terminated Covenants have been terminated or to provide Holders with notice thereof. 
 ARTICLE 5 

SUCCESSORS 
 Section 5.01.
Merger, Consolidation or Sale of All or Substantially All Assets. 
 (a) Neither Holdings nor the Issuer may consolidate or merge
with or into or wind up into (whether or not Holdings or the Issuer, as applicable, is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more
related transactions, to any Person unless: 
 (i) Holdings or the Issuer, as applicable, is the surviving Person or the
Person formed by or surviving any such consolidation, amalgamation or merger (if other than Holdings or the Issuer, as applicable) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made, is a Person
organized or existing under the laws of the jurisdiction of organization of Holdings or the Issuer, as applicable, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Person, as the case may
be, being herein called the “Successor Company”); provided, that in the case where the Successor Company is the successor to the Issuer and is not a corporation, a co-obligor of the Notes is a corporation; 

(ii) the Successor Company, if other than Holdings or the Issuer, expressly assumes all the obligations of Holdings or the
Issuer, as applicable, under the Guarantee or the Notes, as applicable, pursuant to supplemental indentures or other documents or instruments; 

(iii) immediately after such transaction, no Default exists; 

(iv) immediately after giving pro forma effect to such transaction and any related financing transactions, as if such
transactions had occurred at the beginning of the applicable four-quarter period: 
 (A) Holdings or the Successor Company
(if the successor to Holdings) would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Test; or 

(B) the Fixed Charge Coverage Ratio for Holdings or the Successor Company (if the successor to Holdings) and its Restricted
Subsidiaries would be equal to or greater than the Fixed Charge Coverage Ratio for Holdings and its Restricted Subsidiaries immediately prior to such transaction; 

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

(vi) the Issuer or the Successor Company (if the successor to the Issuer) shall have delivered to the Trustee an Officer’s
Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with this Indenture. 

  
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 (b) The Successor Company shall succeed to, and be substituted for, Holdings or the Issuer, as
the case may be, under this Indenture, the Guarantees and the Notes, as applicable. 
 (c) Notwithstanding clauses (iii) and
(iv) of Section 5.01(a) hereof: 
 (i) any Restricted Subsidiary (other than the Issuer) may consolidate or
amalgamate with or merge with or into or transfer all or part of its properties and assets to the Issuer or a Guarantor; and 

(ii) Holdings or the Issuer may merge with an Affiliate of Holdings or the Issuer, as the case may be, solely for the purpose
of reincorporating Holdings or the Issuer in the United States, any state thereof, the District of Columbia or any territory thereof so long as the amount of Indebtedness, Disqualified Stock and Preferred Stock of Holdings and its Restricted
Subsidiaries is not increased thereby. 
 (d) [Reserved]. 

(e) [Reserved]. 
 (f) Subject to
Section 10.06 hereof, no Subsidiary Guarantor shall, and Holdings shall not permit any Subsidiary Guarantor to, consolidate or merge with or into or wind up into (whether or not such Subsidiary Guarantor is the surviving Person), or sell,
assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless: 

(i) (A) such Guarantor is the surviving Person or the Person formed by or surviving any such consolidation or merger (if other
than such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a Person organized or existing under the laws of the jurisdiction of organization of such Guarantor, as applicable, or
the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such surviving Guarantor or such Person, as the case may be, being herein called the “Successor Person”); 

(B) the Successor Person, if other than such Guarantor, expressly assumes all the obligations of such Guarantor under this
Indenture and such Guarantor’s related Guarantee pursuant to supplemental indentures or other documents or instruments; 

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

(D) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that
such consolidation, merger or transfer and such supplemental indentures, if any, comply with this Indenture; or 
 (ii)
except in the case of an Intermediate Parent, the transaction is made in compliance with Section 4.10(a) hereof. 

  
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 (g) Subject to Section 10.06 hereof, the Successor Person shall succeed to, and be
substituted for, such Guarantor under this Indenture and such Guarantor’s Guarantee. Notwithstanding the foregoing, any Subsidiary Guarantor may (1) merge or consolidate with or into, wind up into or transfer all or part of its properties
and assets to another Guarantor or the Issuer, (2) merge with an Affiliate of Holdings or the Issuer solely for the purpose of reincorporating the Subsidiary Guarantor in the United States, any state thereof, the District of Columbia or any
territory thereof, (3) convert into a corporation, partnership, limited partnership, limited liability company or trust organized or existing under the laws of the jurisdiction of organization of such Subsidiary Guarantor or (4) liquidate
or dissolve or change its legal form if Holdings determines in good faith that such action is in the best interests of Holdings and is not materially adverse to the interests of the Holders, in each case, without regard to the requirements set forth
in Section 5.01(f). 
 Section 5.02. Successor Person Substituted. Upon any consolidation or merger, or any sale,
assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer or a Guarantor in accordance with Section 5.01 hereof, the successor Person formed by such consolidation or into or with which
the Issuer or such Guarantor, as applicable, is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation,
merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to the Issuer or such Guarantor, as applicable, shall refer instead to the successor Person, as applicable, and not to the Issuer or such Guarantor, as
applicable), and may exercise every right and power of the Issuer or such Guarantor, as applicable, under this Indenture with the same effect as if such successor Person, as applicable, had been named as the Issuer or a Guarantor, as applicable,
herein; provided that the predecessor Issuer shall not be relieved from the obligation to pay the principal of and interest on the Notes, except in the case of a sale, assignment, transfer, lease, conveyance or other disposition of all or
substantially all of the Issuer’s assets that meets the requirements of Section 5.01 hereof. 
 ARTICLE 6 

DEFAULTS AND REMEDIES 
 Section
6.01. Events of Default. 
 (a) An “Event of Default,” wherever used herein, means any one of the following
events: 
 (i) default in payment when due and payable, upon redemption, acceleration or otherwise, of principal of, or
premium, if any, on the Notes; 
 (ii) default for 30 days or more in the payment when due of interest on or with respect to
the Notes; 
 (iii) subject to Section 4.03(e) hereof, failure by the Issuer or any Guarantor for 60 days after receipt
of written notice given by the Trustee or the Holders of not less than 25.0% in aggregate principal amount of the then outstanding Notes to comply with any of its obligations, covenants or agreements (other than a default referred to in
clause (i) or (ii) above) contained in this Indenture or the Notes; 
 (iv) default under any mortgage, indenture
or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by Holdings or any of its Restricted Subsidiaries or the payment of which is guaranteed by Holdings or any of its Restricted
Subsidiaries, other than Indebtedness owed to Holdings or a Restricted Subsidiary, whether such Indebtedness or guarantee now exists or is created after the issuance of the Notes, if both: 

(A) such default either results from the failure to pay any principal of such Indebtedness at its stated final maturity (after
giving effect to any applicable grace periods) or relates to an obligation other than the obligation to pay principal of any such Indebtedness at its stated final maturity and results in the holder or holders of such Indebtedness causing such
Indebtedness to become due prior to its stated maturity; and 

  
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 (B) the principal amount of such Indebtedness, together with the principal amount
of any other such Indebtedness in default for failure to pay principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregate $75.0 million or more outstanding;

 (v) failure by Holdings, the Issuer or any Significant Subsidiary (or any group of Restricted Subsidiaries that together
(as of the latest audited consolidated financial statements of Holdings for a fiscal quarter end provided as required under Section 4.03 hereof) would constitute a Significant Subsidiary) to pay final judgments aggregating in excess of $75.0
million (net of amounts covered by insurance policies issued by reputable insurance companies), which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after such judgment becomes final, and in the event such
judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed; 

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

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

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

(D) makes a general assignment for the benefit of its creditors; or 

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

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

(A) is for relief against Holdings, the Issuer or any Significant Subsidiary (or any group of Restricted Subsidiaries that
together (as of the latest audited consolidated financial statements of Holdings for a fiscal quarter end provided as required under Section 4.03 hereof) would constitute a Significant Subsidiary), in a proceeding in which Holdings, the Issuer
or any such Subsidiary or such group of Restricted Subsidiaries is to be adjudicated bankrupt or insolvent; 

  
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 (B) appoints a receiver, liquidator, assignee, trustee, sequestrator or other
similar official of Holdings, the Issuer or any Significant Subsidiary (or any group of Restricted Subsidiaries that together (as of the latest audited consolidated financial statements of Holdings for a fiscal quarter end provided as required under
Section 4.03 hereof) would constitute a Significant Subsidiary), or for all or substantially all of the property of Holdings, the Issuer or any such Significant Subsidiary or such group of Restricted Subsidiaries; or 

(C) orders the liquidation of Holdings, the Issuer or any Significant Subsidiary (or any group of Restricted Subsidiaries that
together (as of the latest audited consolidated financial statements of Holdings for a fiscal quarter end provided as required under Section 4.03 hereof) would constitute a Significant Subsidiary); 

and the order or decree remains unstayed and in effect for 60 consecutive days; or 

(viii) the Guarantee of Holdings or any Significant Subsidiary (or any group of Restricted Subsidiaries that together (as of
the latest audited consolidated financial statements of Holdings for a fiscal quarter end provided as required under Section 4.03 hereof) would constitute a Significant Subsidiary) shall for any reason cease to be in full force and effect or be
declared null and void or any responsible officer of Holdings or any Guarantor that is a Significant Subsidiary (or one or more responsible officers of any group of Restricted Subsidiaries that together (as of the latest audited consolidated
financial statements of Holdings for a fiscal quarter end provided as required under Section 4.03 hereof) would constitute a Significant Subsidiary), as the case may be, denies in writing that it has any further liability under its Guarantee or
gives written notice to such effect, other than by reason of the termination of this Indenture or the release of any such Guarantee, in each case, in accordance with this Indenture. 

(b) In the event of any Event of Default specified in clause (iv) of Section 6.01(a) hereof, such Event of Default and all
consequences thereof (excluding any resulting payment default, other than as a result of acceleration of the Notes) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 30 days after
such Event of Default arose: 
 (i) the Indebtedness or guarantee that is the basis for such Event of Default has been
discharged; 
 (ii) holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving
rise to such Event of Default; or 
 (iii) the default that is the basis for such Event of Default has been cured. 

Section 6.02. Acceleration. If any Event of Default (other than an Event of Default of the type specified in clause (vi) or
(vii) of Section 6.01(a) hereof with respect to Holdings or the Issuer) occurs and is continuing under this Indenture, the Trustee or the Holders of not less than 25.0% in aggregate principal amount of all the then outstanding Notes may,
by notice to the Issuer and the Trustee (if by the Holders), in either case specifying in such notice the respective Event of Default and that such notice is a “notice of acceleration,” declare the principal, premium, if any, interest and
any other monetary obligations on all the then outstanding Notes to be due and payable immediately. 
 Upon the effectiveness of such
declaration, such principal of and premium, if any, and interest will be due and payable immediately. 

  
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 Notwithstanding the foregoing, in the case of an Event of Default arising under clause (vi)
or (vii) of Section 6.01(a) hereof with respect to Holdings or the Issuer, all outstanding Notes will become due and payable without further action or notice. The Trustee may withhold from the Holders notice of any continuing Default,
except a Default relating to the payment of principal, premium, if any, or interest, if it determines that withholding notice is in the Holders’ interest. 

Section 6.03. Other Remedies. If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to
collect the payment of principal, premium, if any, and interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture. 

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay
or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law. 
 Section 6.04. Waiver of Past Defaults. Holders of a majority in aggregate
principal amount of all the Notes then outstanding, by notice to the Trustee (with a copy to the Issuer, provided that any waiver or rescission under this Section 6.04 shall be valid and binding notwithstanding the failure to provide a
copy of such notice to the Issuer) may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under this Indenture (including in connection with an Asset Sale Offer or a Change of Control Offer) and rescind any
acceleration with respect to the Notes and its consequences under this Indenture (except if such rescission would conflict with any judgment of a court of competent jurisdiction and except a continuing Default in the payment of interest on, premium,
if any, or the principal of any Note held by a non-consenting Holder). Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no
such waiver shall extend to any subsequent or other Default or impair any right consequent thereto. 
 Section 6.05. Control by
Majority. Subject to Section 7.01(e) hereof, the Holders of a majority in aggregate principal amount of all the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to
the Trustee or of exercising any trust or power conferred on the Trustee and the Trustee may take any other action that is not inconsistent with such direction. The Trustee, however, may refuse to follow any direction that conflicts with law or this
Indenture or that is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability, and may take any other action that is not inconsistent with any such direction received from Holders of the Notes.

 Section 6.06. Limitation on Suits. Subject to Section 6.07 hereof, no Holder of a Note may pursue any remedy with
respect to this Indenture or the Notes unless: 
 (a) such Holder has previously given the Trustee written notice that an
Event of Default is continuing; 
 (b) the Holders of at least 25.0% in the aggregate principal amount of the then
outstanding Notes have requested in writing the Trustee to pursue the remedy; 
 (c) such Holders of the Notes have offered
the Trustee security or indemnity satisfactory to it against any loss, liability or expense; 
 (d) the Trustee has not
complied with such request within 60 days after the receipt thereof and the offer of security or indemnity; and 

  
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 (e) the Holders of a majority in aggregate principal amount of all the then
outstanding Notes have not given the Trustee a direction in writing inconsistent with such written request within such 60-day period. 

Section 6.07. Rights of Holders to Receive Payment. Notwithstanding any other provision of this Indenture, the right of any
Holder of a Note to receive payment of principal, premium, if any, and interest on the Note, on or after the respective due dates expressed in the Note (including in connection with an Asset Sale Offer or a Change of Control Offer), or to bring suit
for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder. 

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

Section 6.11. Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Note to exercise any
right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article 6 or by law to the Trustee or
to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be. 

Section 6.12. Trustee May File Proofs of Claim. The Trustee is authorized to file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders allowed in any
judicial proceedings relative to the Issuer (or any other obligor upon the Notes including the Guarantors), its creditors or its property and shall be entitled and empowered to participate as a member in any official committee of creditors appointed
in such matter and to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by 

  
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each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to
it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee hereunder. To the extent that the payment of any such compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the Trustee hereunder out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of,
any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein
contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to
authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding. 
 Section 6.13. Priorities. If
the Trustee or any Agent collects any money or property pursuant to this Article 6, it shall pay out the money or property in the following order: 

(a) FIRST, to the Trustee, any Agent, their agents and attorneys for amounts due under Section 7.07 hereof, including
payment of all compensation, expenses and liabilities incurred, and all advances made, by the Trustee or such Agent and the costs and expenses of collection; 

(b) SECOND, to 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 

(c) THIRD, to the Issuer or to such party as a court of competent jurisdiction shall direct including a Guarantor, if
applicable. 
 The Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 6.13. 

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

ARTICLE 7 
 TRUSTEE 

Section 7.01. Duties of Trustee. 

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

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

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

(ii) in the absence of willful misconduct or bad faith on its part, the Trustee may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any
provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not investigate or confirm
the accuracy of mathematical calculations or other facts stated therein). 
 (c) The Trustee may not be relieved from liabilities for its
own negligent action, its own negligent failure to act, or its own willful misconduct, except that: 
 (i) this clause
(c) of Section 7.01 does not limit the effect of clause (b) of Section 7.01; 
 (ii) the Trustee shall
not be liable for any error of judgment made in good faith unless it is proved in a court of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts; and 

(iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a
direction received by it pursuant to Section 6.02, 6.04 or 6.05 hereof. 
 (d) Whether or not therein expressly so provided, every
provision of this Indenture that in any way relates to the Trustee is subject to clauses (a), (b) and (c) of this Section 7.01. 

(e) The Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any
of the Holders unless the Holders have offered to the Trustee indemnity or security satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance
with such request or direction. 
 (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may
agree in writing with the Issuer, and the Trustee shall have no liability or responsibility for the use of the proceeds from the sale of the Notes issued hereunder. Money held in trust by the Trustee need not be segregated from other funds except to
the extent required by law. 
 Section 7.02. Rights of Trustee. 

(a) The Trustee may conclusively rely upon any document believed by it to be genuine and to have been signed or presented by the proper
Person. The Trustee need not investigate any fact or matter stated in the document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine
to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of Holdings and its Restricted Subsidiaries, personally or by agent or attorney at the sole cost of Holdings and shall incur no liability
or additional liability of any kind by reason of such inquiry or investigation. 

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

(c) The Trustee may act through its attorneys and agents and shall not be responsible for the willful misconduct or negligence of any agent or
attorney appointed with due care. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository. 

(d) The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the
rights or powers conferred upon it by this Indenture. 
 (e) Unless otherwise specifically provided in this Indenture, any demand, request,
direction or notice from Holdings or the Issuer shall be sufficient if signed by an Officer of Holdings or the Issuer, as applicable. 
 (f)
None of the provisions of this Indenture shall require the Trustee to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its
rights or powers if an indemnity satisfactory to it against such risk or liability is not assured to it. 
 (g) The Trustee shall not be
deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a Default or Event of Default is received by a Responsible
Officer of the Trustee at the Corporate Trust Office, and such notice references the Notes and this Indenture. 
 (h) In no event shall the
Trustee be responsible or liable for special, punitive, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such
loss or damage and regardless of the form of action. 
 (i) The rights, privileges, protections, immunities and benefits given to the
Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each Agent, authenticating agent, custodian and other Person employed to act
hereunder. 
 (j) [Reserved]. 

(k) Delivery of reports, information and documents (including without limitation reports contemplated under Section 4.03 hereof) to the
Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including compliance with any of the
covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). The Trustee shall have no liability or responsibility for the filing, timeliness or content of any report, information or document other
than any such report, information or document required to be delivered by the Trustee hereunder. 

  
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 (l) The permissive rights of the Trustee to take certain actions under this Indenture shall not
be construed as a duty unless so specified herein. 
 (m) The Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond, debenture, note or other paper or document unless requested in writing to do so by the Holders of not less than a
majority in principal amount of the Notes at the time outstanding, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such
further inquiry or investigation, it shall be entitled to examine the books, records and premises of Holdings, personally or by agent or attorney, at the expense of Holdings and shall incur no liability of any kind by reason of such inquiry or
investigation. 
 (n) The Trustee may request that Holdings or the Issuer deliver an Officer’s Certificate setting forth the names of
individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officer’s Certificate may be signed by any Person authorized to sign an Officer’s Certificate, including any Person
specified as so authorized in any such certificate previously delivered and not superseded. 
 (o) The Trustee shall not be responsible or
liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes;
fire; flood; terrorism; wars and other military disturbances; sabotage; epidemics; riots; loss or malfunction of utilities, computer (hardware or software) or communication services; strikes or similar labor disputes; and acts of civil or military
authorities and governmental action. 
 (p) The Trustee shall have no duty to inquire as to the performance of the Issuer or any Guarantor
with respect to the covenants contained in Article 4 or to make any calculation in connection therewith or in connection with any redemption of the Notes. In addition, except as otherwise expressly provided herein, the Trustee shall have no
obligation to monitor or verify compliance by the Issuer or any Guarantor with any other obligation or covenant under this Indenture. 
 (q)
The Trustee shall not have any responsibility for the validity, perfection, priority, continuation or enforceability of any Lien or security interest and shall have no obligations to take any action to procure or maintain such validity, perfection,
priority, continuation or enforceability. 
 Section 7.03. Individual Rights of Trustee. The Trustee in its individual or any
other capacity may become the owner or pledgee of Notes and may otherwise deal with Holdings, the Issuer or any of their Affiliates with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any
conflicting interest (as such term is used in the Trust Indenture Act) it must eliminate such conflict within 90 days or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Sections 7.10 and 7.11
hereof. 
 Section 7.04. Trustee’s Disclaimer. The Trustee shall not be responsible for and makes no representation as to
the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Issuer’s use of the proceeds from the Notes or any money paid to the Issuer or upon the Issuer’s direction under any provision of this Indenture,
it shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in
connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication. 

  
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 Section 7.05. Notice of Defaults. If a Default occurs and is continuing and if it
is actually known to a Responsible Officer of the Trustee, the Trustee shall deliver to Holders a notice of the Default within 90 days after it occurs, unless such Default shall have been cured or waived, or if discovered after 90 days, promptly
thereafter. The Trustee may withhold from the Holders notice of any continuing Default, except a Default relating to the payment of principal, premium, if any, or interest, if it determines that withholding notice is in the Holders’ interest.

 Section 7.06. [Reserved]. 

Section 7.07. Compensation and Indemnity. Holdings or the Issuer shall pay to the Trustee from time to time such compensation
for its acceptance of this Indenture and services hereunder as the parties shall agree in writing from time to time. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. Holdings or the
Issuer shall reimburse the Trustee promptly upon request for all out-of-pocket disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation,
disbursements and expenses of the Trustee’s agents and counsel. 
 The Issuer and the Guarantors, jointly and severally, shall
indemnify and hold harmless each of the Trustee and its officers, directors, employees, agents and any predecessor trustee and its officers, directors, employees and agents for, and hold the Trustee harmless against, any and all loss, damage,
claims, liability or expense (including reasonable attorneys’ fees and expenses) incurred by it in connection with the acceptance or administration of this trust and the performance of its duties hereunder (including the reasonable costs and
expenses of enforcing this Indenture against the Issuer or any of the Guarantors (including this Section 7.07) or defending itself against any claim whether asserted by any Holder, the Issuer or any Guarantor, or liability in connection with
the acceptance, exercise or performance of any of its powers or duties hereunder) (but excluding taxes imposed on such Persons in connection with compensation for such administration or performance). The Trustee shall notify the Issuer promptly of
any claim of which a Responsible Officer has received written notice for which it may seek indemnity. Failure by the Trustee to so notify the Issuer shall not relieve the Issuer or the Guarantors of their obligations hereunder. The Issuer shall
defend the claim and the Trustee may have separate counsel and the Issuer shall pay the reasonable fees and expenses of such counsel. Neither the Issuer nor any Guarantor need reimburse any expense or indemnify against any loss, liability or expense
incurred by the Trustee through the Trustee’s own willful misconduct, negligence or bad faith. Neither the Issuer nor any Guarantor needs pay for any settlement made without its consent. 

The obligations of the Issuer and the Guarantors under this Article 7 shall survive the satisfaction and discharge of this Indenture or the
earlier resignation or removal of the Trustee. 
 To secure the payment obligations of the Issuer and the Guarantors in this
Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except money or property held in trust to pay principal and interest on particular Notes. Such Lien shall survive the
satisfaction and discharge of this Indenture. 
 When the Trustee is requested to act upon instructions of one or more Holders, the Trustee
shall not be required to act in the absence of indemnity and security satisfactory to it against the costs, expenses and liabilities that may be incurred in compliance with such a request. 

  
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 When the Trustee incurs expenses or renders services after an Event of Default specified in
Section 6.01(a)(vi) or Section 6.01(a)(vii) hereof occurs, the expenses and the compensation for the services (including the reasonable fees and expenses of its agents and counsel) are intended to constitute expenses of administration
under any Bankruptcy Law. 
 Section 7.08. Replacement of Trustee. A resignation or removal of the Trustee and appointment of
a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign in writing at any time and be discharged from the trust hereby created by so
notifying the Issuer. The Holders of a majority in principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Issuer in writing. The Issuer may remove the Trustee if: 

(a) the Trustee fails to comply with Section 7.10 hereof or Trust Indenture Act Section 310; 

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

(d) the Trustee becomes incapable of acting. 

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

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

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

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon, the
resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to
Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee; provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07
hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Issuer’s and the Guarantors’ obligations under Section 7.07 hereof shall continue for the benefit of the retiring Trustee. No resigning or
removed Trustee shall have any liability or responsibility for the action or inaction of any successor Trustee. 
 Section 7.09.
Successor Trustee by Merger, etc. If the Trustee or Agent consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any
further act shall be the successor Trustee or Agent. Any corporation into which the Trustee or any Agent for the time being may be merged or converted shall, on the date when such merger, conversion, consolidation, sale or transfer becomes effective
and to the extent 

  
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permitted by applicable law, be a successor Trustee or Agent under this Indenture without the execution or filing of any paper or any further act on the part of any of the parties to this
Indenture. After the effective date of such transaction all references in this Indenture to that Trustee or Agent shall be deemed to be references to that corporation. 

Section 7.10. Eligibility; Disqualification. There shall at all times be a Trustee hereunder that is a corporation organized and
doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has,
together with its parent, a combined capital and surplus of at least $150,000,000 as set forth in its most recent published annual report of condition. 

This Indenture shall always have a Trustee who satisfies the requirements of Trust Indenture Act Sections 310(a)(1), (2) and (5).
The Trustee is subject to Trust Indenture Act Section 310(b). 
 Section 7.11. Preferential Collection of Claims Against
Issuer. The Trustee is subject to Trust Indenture Act Section 311(a), excluding any creditor relationship listed in Trust Indenture Act Section 311(b). A Trustee who has resigned or been removed shall be subject to Trust Indenture Act
Section 311(a) to the extent indicated therein. 
 ARTICLE 8 

LEGAL DEFEASANCE AND COVENANT DEFEASANCE 

Section 8.01. Option To Effect Legal Defeasance or Covenant Defeasance. The Issuer may, at its option and at any time, elect to
have either Section 8.02 or 8.03 hereof applied to all outstanding Notes and all obligations of the Guarantors with respect to the Guarantees upon compliance with the conditions set forth in Section 8.04. 

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

(b) the Issuer’s obligations with respect to Notes concerning issuing temporary Notes, registration of such Notes,
mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust; 

  
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 (c) the rights, powers, trusts, duties and immunities of the Trustee, and the
Issuer’s and the Guarantors’ obligations in connection therewith; and 
 (d) this Section 8.02. 

Subject to compliance with this Article 8, the Issuer may exercise its option under this Section 8.02 notwithstanding the prior
exercise of its option under Section 8.03 hereof. 
 Section 8.03. Covenant Defeasance. Upon the
Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from
their obligations under Sections 3.09, 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 and 4.15 hereof, and clauses (iv) and (v) of Section 5.01(a), and 5.01(f) hereof with respect to all outstanding Notes and
the related Guarantees, on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“Covenant Defeasance”), and such Notes shall thereafter be deemed not “outstanding” for the purposes of any
direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that
such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to all outstanding Notes and the related Guarantees, the Issuer and the Guarantors may omit to comply with and shall
have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to
any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and
the Guarantees shall be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in
Section 8.04 hereof, Sections 6.01(a)(iii) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries (other than the Issuer)
subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries (other than the Issuer) subject thereto) and 6.01(a)(viii) hereof shall not constitute Events of Default. 

Section 8.04. Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application
of either Section 8.02 or 8.03 hereof to the outstanding Notes: 
 In order to exercise either Legal Defeasance or
Covenant Defeasance with respect to the Notes: 
 (a) the Issuer or any Guarantor must irrevocably deposit with the Trustee,
in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, U.S. Government Securities or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public
accountants, to pay the principal of, premium, if any, and interest due on such Notes on the stated maturity date or on the Redemption Date, as the case may be, of such principal, premium, if any, or interest on such Notes and the Issuer must
specify whether such Notes are being defeased to maturity or to a particular Redemption Date; provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this
Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the Redemption Date (any such amount, the “Applicable Premium
Deficit”) only required to be deposited with the Trustee on or prior to the Redemption Date. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such
Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption; 

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

(c) in the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel confirming that,
subject to customary assumptions and exclusions, the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in
the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; 
 (d) no
Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith) shall have occurred
and be continuing on the date of such deposit; 
 (e) such Legal Defeasance or Covenant Defeasance shall not result in a
breach or violation of, or constitute a default under, the Senior Secured Credit Facilities or any other material agreement or instrument (other than this Indenture) to which the Issuer or any Guarantor is a party or by which the Issuer or any
Guarantor is bound (other than that resulting from any borrowing of funds to be applied to make the deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit relating to other Indebtedness, and,
in each case, the granting of Liens in connection therewith); 
 (f) the Issuer shall have delivered to the Trustee an
Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or any Guarantor or others; and 

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

Section 8.05. Deposited Money and U.S. Government Securities to be Held in Trust; Other Miscellaneous Provisions.
Subject to Section 8.06 hereof, all money and U.S. Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the
“Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding 

  
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Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including
the Issuer or a Guarantor acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium and interest, but such money need not be segregated from other
funds except to the extent required by law. 
 The Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed
on or assessed against the cash or U.S. Government Securities deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of
the Holders of the outstanding Notes and the related Guarantees. 
 Anything in this Article 8 to the contrary notwithstanding, the
Trustee shall deliver or pay to the Issuer from time to time upon the request of the Issuer any money or U.S. Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(a) hereof), are in excess of the amount thereof that would then be required to be
deposited to effect an equivalent Legal Defeasance or Covenant Defeasance. 
 Section 8.06. Repayment to Issuer. Subject
to any applicable abandoned property law, any money deposited with the Trustee or any Paying Agent, or then held by the Issuer, in trust for the payment of the principal of, premium, if any, or interest on any Note and remaining unclaimed for two
years after such principal, and premium, if any, or interest has become due and payable shall be paid to the Issuer on its request or (if then held by the Issuer) shall be discharged from such trust; and the Holder of such Note shall thereafter look
only to the Issuer for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, shall thereupon cease. 

Section 8.07. Reinstatement. If the Trustee or Paying Agent is unable to apply any United States dollars or
U.S. Government Securities in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the
Issuer’s and the Guarantors’ obligations under this Indenture and the Notes and the Guarantees shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or
Paying Agent is permitted to apply all such money in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided that, if the Issuer makes any payment of principal of, premium, if any, or interest on any Notes following the
reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent. 

ARTICLE 9 
 AMENDMENT, SUPPLEMENT
AND WAIVER 
 Section 9.01. Without Consent of Holders. Notwithstanding Section 9.02 hereof, the Issuer, any
Guarantor (with respect to a Guarantee or this Indenture) and the Trustee may amend or supplement this Indenture and any Guarantee or Notes without the consent of any Holder: 

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

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

(c) to comply with Section 5.01 hereof; 

  
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 (d) to provide for the assumption of the Issuer’s or any Guarantor’s
obligations to the Holders; 
 (e) to make any change that would provide any additional rights or benefits to the Holders or
that does not materially adversely affect the legal rights under this Indenture of any such Holder; 
 (f) to add covenants
for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantor; 
 (g) to
provide for the issuance of Additional Notes in accordance with the terms of this Indenture; 
 (h) to evidence and provide
for the acceptance and appointment under this Indenture of a successor Trustee or a successor Paying Agent hereunder pursuant to the requirements hereof; 

(i) to add a Guarantor under this Indenture or to release a Guarantor in accordance with the terms of this Indenture; 

(j) to conform the text of this Indenture, Guarantees or the Notes to any provision of the “Description of the Notes”
section of the Offering Memorandum to the extent that such provision in such “Description of the Notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee or Notes as provided in an Officer’s
Certificate; or 
 (k) to make any amendment to the provisions of this Indenture relating to the transfer and legending of
Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of the Notes; provided, however, that such amendment does not materially and adversely affect the rights of Holders to transfer
Notes. 
 Upon the request of the Issuer accompanied by a resolution of the Board of Directors of the Issuer authorizing the execution of
any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee and subject to the last sentence of Section 9.06), the Trustee shall join
with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but
the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of
Counsel nor a board resolution shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is
attached as Exhibit D hereto. 
 Section 9.02. With Consent of Holders. Except as provided in Section 9.01 and this
Section 9.02, the Issuer, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes and the Guarantees with the consent of the Holders of at least a majority in principal amount of all the Notes then outstanding,
including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes, and, subject to Section 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the
payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees or the Notes issued
thereunder may be 

  
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waived with the consent of the Holders of a majority in principal amount of all the Notes then outstanding (including consents obtained in connection with a purchase of or tender offer or
exchange offer for the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. 

Upon the request of the Issuer accompanied by a resolution of the Board of Directors of the Issuer authorizing the execution of any such
amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, the Trustee shall join with the Issuer and the Guarantors in the execution of such amended or
supplemental indenture, unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated
to, enter into such amended or supplemental indenture. 
 It shall not be necessary for the consent of the Holders under this
Section 9.02 to approve the particular form of any proposed amendment or waiver. It shall be sufficient if such consent approves the substance of the proposed amendment. 

After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall send to the Holders affected thereby
a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or
waiver. 
 Without the consent of each affected Holder of Notes, an amendment or waiver under this Section 9.02 may not, with respect
to any Notes held by a non-consenting Holder: 
 (a) reduce the principal amount of such Notes whose Holders must consent to
an amendment, supplement or waiver; 
 (b) reduce the principal of or change the fixed final maturity of any such Note or
alter or waive the provisions with respect to the redemption of such Notes (other than provisions relating to (i) notice periods (to the extent consistent with applicable requirements of clearing and settlement systems) for redemption and
conditions to redemption and (ii) Section 3.09, Section 4.10 and Section 4.14 hereof); 
 (c) reduce the
rate of or change the time for payment of interest on any such Note; 
 (d) (A) waive a Default in the payment of principal
of or premium, if any, or interest on such Notes, except a rescission of acceleration of such Notes by the Holders of a majority in aggregate principal amount of all the Notes then outstanding, and a waiver of the payment default that resulted from
such acceleration, or (B) waive a Default in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all affected Holders; 

(e) make any such Note payable in money other than that stated therein; 

(f) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to
receive payments of principal of or premium, if any, or interest on such Notes; 
 (g) make any change in these amendment and
waiver provisions; 

  
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 (h) impair the right of any Holder to receive payment of principal of, or
premium, if any, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; 

(i) make any change to or modify the ranking of such Notes that would adversely affect the Holders; or 

(j) except as expressly permitted by this Indenture, modify the Guarantees of Holdings or any Significant Subsidiary, or any
group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for Holdings), would constitute a Significant Subsidiary, in any manner materially adverse to the Holders of such Notes. 

Section 9.03. [Reserved]. 

Section 9.04. Revocation and Effect of Consents. Until an amendment, supplement or waiver becomes effective, a consent to
it by a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any
Note. However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the amendment, supplement or waiver becomes effective. An amendment,
supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder. 
 The Issuer may, but shall not be
obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment, supplement or waiver. If a record date is fixed, then, notwithstanding the preceding paragraph, those Persons who were Holders at such
record date (or their duly designated proxies), and only such Persons, shall be entitled to consent to such amendment, supplement, or waiver or to revoke any consent previously given, whether or not such Persons continue to be Holders after such
record date. No such consent shall be valid or effective for more than 120 days after such record date unless the consent of the requisite number of Holders has been obtained. 

Section 9.05. Notation on or Exchange of Notes. The Trustee may place an appropriate notation about an amendment,
supplement or waiver on any Note thereafter authenticated. The Issuer in exchange for all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver. 

Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver.

 Section 9.06. Trustee To Sign Amendments, etc. The Trustee shall sign any amendment, supplement or waiver authorized
pursuant to this Article 9 if the amendment, supplement or waiver does not adversely affect the rights, duties, liabilities or immunities of the Trustee. The Issuer may not sign an amendment, supplement or waiver until the Board of Directors of
the Issuer approves it. In executing any amendment, supplement or waiver, the Trustee shall be provided with, upon request, and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by
Section 13.04 hereof, an Officer’s Certificate and an Opinion of Counsel each stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver
is the legal, valid and binding obligation of the Issuer and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof. Notwithstanding the
foregoing, neither an Opinion of Counsel nor a resolution shall be required for the Trustee to execute any supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto for the purpose solely of adding a new Guarantor
under this Indenture. 

  
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 Section 9.07. Additional Voting Terms; Calculation of Principal Amount.

 (a) All Notes issued under this Indenture shall vote and consent together on all matters (as to which any of such Notes may vote) as one
class and no series of Notes will have the right to vote or consent as a separate series on any matter. Determinations as to whether Holders of the requisite aggregate principal amount of Notes have concurred in any direction, waiver or consent
shall be made in accordance with this Article 9 and Section 9.08(b). 
 (b) With respect to any matter requiring consent, waiver,
approval or other action of the Holders of a specified percentage of the principal amount of all the Notes, such percentage shall be calculated, on the relevant date of determination, by dividing (i) the principal amount, as of such date of
determination, of Notes, the Holders of which have so consented by (ii) the aggregate principal amount, as of such date of determination, of the Notes then outstanding, in each case, as determined in accordance with Section 2.08 and
Section 2.09 of this Indenture. Any such calculation made pursuant to this Section 9.08(b) shall be made by the Issuer and delivered to the Trustee pursuant to an Officer’s Certificate and the Trustee shall have no liability or
responsibility for any calculation hereunder or in connection herewith. 
 ARTICLE 10 

GUARANTEES 

Section 10.01. Guarantee. Subject to this Article 10, from and after the Issue Date, each of the Guarantors hereby,
jointly and severally, irrevocably and unconditionally, guarantees, on an unsecured senior basis, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and
enforceability of this Indenture, the Notes or the Obligations of the Issuer hereunder or thereunder, that: (a) the principal of and interest and premium, if any, on the Notes shall be promptly paid in full when due, whether at maturity, by
acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations of the Issuer to the Holders or the Trustee hereunder or under the Notes shall be promptly paid
in full, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with the
terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same promptly.
Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. All payments under each Guarantee will be made in dollars. 

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

  
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 Each Guarantor also agrees to pay any and all costs and expenses (including reasonable
attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights hereunder. 
 If any Holder or the Trustee is required
by any court or otherwise to return to the Issuer, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Guarantors, then any amount paid either to the Trustee or such Holder,
this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. 
 Each Guarantor agrees that it shall
not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the
one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Guarantee, notwithstanding any stay, injunction
or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or
not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any nonpaying Guarantor so long as the exercise of such right does not
impair the rights of the Holders under the Guarantees. Each Guarantor that makes a payment under its Guarantee shall, to the fullest extent permitted by applicable law, 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. 
 Until terminated in accordance with Section 10.06, each Guarantee shall remain in full force and effect and continue to
be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any
significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment of the Notes are, pursuant to applicable law, rescinded or reduced
in amount, or must otherwise be restored or returned by any obligee on the Notes or Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment had not been made. In the event
that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or
returned. 
 In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby. 
 The Guarantee issued by any Guarantor shall be a
general unsecured senior obligation of such Guarantor and shall be pari passu in right of payment with all existing and future Senior Indebtedness of such Guarantor, if any.  

The Guarantee by Northwest Emergency Physicians, LLC, and any claims thereunder, will be pari passu with any claim, right or
entitlement that the U.S. Government or the Internal Revenue Service may have with respect to the assets of Northwest Emergency Physicians, LLC pursuant to the closing agreement entered into under Section 7121 of the Code between Northwest
Emergency Physicians, LLC (formerly known as Northwest Emergency Physicians, Inc.) and the Commissioner of Internal Revenue with respect to the election under Section 953(d) of the Code made by PUG Ltd. 

  
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 Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off,
counterclaim, reduction or diminution of any kind or nature. 
 Section 10.02. Limitation on Guarantor Liability. Each
Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform
Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree
that the obligations of each Guarantor shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws and after giving
effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor hereunder, result in the obligations of such Guarantor under its
Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law or being void or voidable under any law relating to insolvency of debtors. 

Section 10.03. Execution and Delivery. To evidence its Guarantee set forth in Section 10.01 hereof, each Guarantor
hereby agrees that this Indenture (or a supplemental indenture in the form of Exhibit D hereto) shall be executed on behalf of such Guarantor by one of its authorized officers. 

Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding
the absence of the endorsement of any notation of such Guarantee on the Notes. 
 If an officer whose signature is on this Indenture (or a
supplemental indenture in the form of Exhibit D hereto) no longer holds that office at the time the Trustee authenticates a Note, the Guarantee of such Guarantor shall be valid nevertheless. 

The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth
in this Indenture on behalf of the Guarantors. 
 If required by Section 4.15 hereof, the Issuer shall cause any Restricted Subsidiary
to comply with the provisions of Section 4.15 hereof and this Article 10, to the extent applicable. 

Section 10.04. Subrogation. Each Guarantor shall be subrogated to all rights of Holders against the Issuer in
respect of any amounts paid by any Guarantor pursuant to the provisions of Section 10.01 hereof; provided that, if an Event of Default has occurred and is continuing, no Guarantor shall be entitled to enforce or receive any payments
arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Issuer under this Indenture or the Notes shall have been paid in full. 

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

Section 10.06. Release of Guarantees. 

(a) Each Guarantee by a Subsidiary Guarantor (other than any Intermediate Parent) shall be automatically and unconditionally released and
discharged, and shall thereupon terminate and be of no further force and effect, and no further action by such Guarantor, the Issuer or the Trustee is required for the release of such Subsidiary Guarantor’s Guarantee, upon: 

(i) (A) any sale, exchange, disposition or transfer (by merger, amalgamation, consolidation, dividend, distribution or
otherwise) of (x) the Capital Stock of such Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary or (y) all or substantially all the assets of such Guarantor, in each case if such sale, exchange, disposition
or transfer is made in compliance with the applicable provisions of this Indenture; 

  
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 (B) the release or discharge of the guarantee by such Guarantor of Indebtedness
under the Senior Secured Credit Facilities, or the release or discharge of such other guarantee that resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood
that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and that if any such guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor would then
be required to provide a Guarantee pursuant to Section 4.15 hereof); 
 (C) the designation of any Restricted Subsidiary
that is a Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture; 
 (D) upon
the merger or consolidation of such Guarantor with and into the Issuer or another Guarantor or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or 

(E) the exercise by the Issuer of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8
hereof or the discharge of the Issuer’s obligations under this Indenture in accordance with the terms of Article 11 hereof; and 

(ii) such Guarantor delivering to the Trustee an Officer’s Certificate of such Guarantor or the Issuer and an Opinion of
Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction or release and discharge have been complied with. 

(b) The Guarantee by Holdings and any Intermediate Parent shall be automatically and unconditionally released and discharged, and shall
thereupon terminate and be of no further force and effect and no further action by such Guarantor, the Issuer or the Trustee is required for the release of such Guarantor’s Guarantee, upon: 

(i) the exercise by the Issuer of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8
hereof or the discharge of the Issuer’s obligations under this Indenture in accordance with the terms of Article 11 hereof; and 

(ii) such Guarantor delivering to the Trustee an Officer’s Certificate of such Guarantor or the Issuer and an Opinion of
Counsel, each stating that all conditions precedent provided for in this Indenture relating to such release and discharge have been complied with. 

Section 10.07. Effectiveness of Certain Guarantees. Each of the IPC Guarantors agrees to be bound by this Indenture,
to perform all obligations and duties required of a Guarantor pursuant to this Indenture, and to provide an unconditional Guarantee on the terms and subject to the conditions set forth in this Indenture, including, but not limited to, Article 10
hereof, in each case, immediately following the consummation of the IPC Acquisition.  

  
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 ARTICLE 11 

SATISFACTION AND DISCHARGE 

Section 11.01. Satisfaction and Discharge. This Indenture shall be discharged and shall cease to be of further effect as to
all Notes, when either: 
 (a) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes
which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or 

(b) (i) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making
of a notice of redemption or otherwise, will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name,
and at the expense, of the Issuer, and the Issuer has or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of the Notes, cash in U.S. dollars, U.S.
Government Securities or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for
cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; provided, that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for
purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the
Trustee on or prior to the Redemption Date. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such
Applicable Premium Deficit shall be applied toward such redemption; 
 (ii) no Default (other than that resulting from
borrowing funds to be applied to make such deposit or any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith) with respect to this Indenture or the Notes shall have
occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, the Senior Secured Credit Facilities or any other material
agreement or instrument (other than this Indenture) to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound (other than resulting from any borrowing of funds to be applied to make such deposit and any similar
and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith); 

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

(iv) the Issuer has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the
Notes at maturity or the Redemption Date, as the case may be. 
 In addition, the Issuer must deliver an Officer’s Certificate and an
Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Such Opinion of Counsel may rely on such Officer’s Certificate as to matters of fact, including clauses (b)(i),
(ii), (iii) and (iv) above. 

  
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 Notwithstanding the satisfaction and discharge of this Indenture, if money shall have been
deposited with the Trustee pursuant to clause (b)(i) of this Section 11.01, the provisions of Section 11.02 and Section 8.06 hereof shall survive such satisfaction and discharge. 

Section 11.02. Application of Trust Money. Subject to the provisions of Section 8.06 hereof, all money deposited with
the Trustee pursuant to Section 11.01 hereof shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including Holdings or one of
its U.S. Wholly Owned Subsidiaries as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such money has been deposited with the Trustee; but such
money need not be segregated from other funds except to the extent required by law. 
 If the Trustee or Paying Agent is unable to apply any
money or U.S. Government Securities in accordance with Section 11.01 hereof by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such
application, the Issuer’s and any Guarantor’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 11.01 hereof; provided that if the Issuer has
made any payment of principal of, premium, if any, or interest on any Notes because of the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders to receive such payment from the money or U.S. Government
Securities held by the Trustee or Paying Agent. 
 ARTICLE 12 

[RESERVED] 
 ARTICLE 13 

MISCELLANEOUS 

Section 13.01. [Reserved]. 

Section 13.02. Notices. Any notice or communication by the Issuer, any Guarantor or the Trustee to the others is duly given
if in writing and delivered in person or mailed by first-class mail (registered or certified, return receipt requested), facsimile, electronic mail or other electronic transmission or overnight air courier guaranteeing next day delivery, to the
others’ address: 
 If to the Issuer and/or any Guarantor: 

Team Health Holdings, Inc. 

265 Brookview Centre Way 

Suite 400 

Knoxville, Tennessee 37919 

Facsimile: (865) 539-8003 

Attention: Chief Financial Officer 

With a copy to (which shall not constitute notice for any purpose under this Indenture): 

Simpson Thacher & Bartlett LLP 

425 Lexington Avenue 

New York, New York 10017 

Facsimile: (212) 455-2502 

Attention: Edward P. Tolley III 

  
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 If to the Trustee: 

Wells Fargo Bank, National Association 

150 East 42nd Street, 40th Floor 

New York, New York 10017 

Facsimile No.: (917) 260-1593 

Attention: Corporate Trust Services – Team Health , Inc. Administrator 

The Issuer, any Guarantor or the Trustee, by notice to the others, may designate additional or different addresses for subsequent notices or
communications. 
 All notices and communications (other than those sent to Holders) shall be deemed to have been duly given: at the
time delivered by hand, if personally delivered; five calendar days after being deposited in the mail, postage prepaid, if mailed by first-class mail; when receipt is acknowledged, if faxed or sent electronically; and the next Business Day after
timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery; provided that any notice or communication delivered to the Trustee shall be deemed effective upon actual receipt thereof and, subject to
compliance with the Trust Indenture Act, on the first date on which publication is made, if given by publication. 
 Any notice or
communication to a Holder shall be electronically delivered, mailed by first-class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the Note Register kept by
the Registrar. Any notice or communication shall also be so delivered or mailed to any Person described in Trust Indenture Act Section 313(c), to the extent required by the Trust Indenture Act. Failure to deliver a notice or communication to a
Holder or any defect in it shall not affect its sufficiency with respect to other Holders. 
 If a notice or communication is mailed or
otherwise delivered in the manner provided above within the time prescribed, such notice or communication shall be deemed duly given, whether or not the addressee receives it. 

If the Issuer sends a notice or communication to Holders, it shall send a copy to the Trustee and each Agent at the same time (or earlier).

 Notwithstanding any other provision of this Indenture or any Note, where this Indenture or any Note provides for notice of any event or
any other communication (including any notice of redemption or repurchase) to a holder of a Global Note (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depositary (or its designee) pursuant to the standing
instructions from the Depositary or its designee, including by electronic mail in accordance with accepted practices at the Depositary. 

Section 13.03. Communication by Holders with Other Holders. Holders may communicate pursuant to Trust Indenture Act
Section 312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Issuer, the Trustee, the Registrar and anyone else shall have the protection of Trust Indenture Act Section 312(c). 

Section 13.04. Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer or any of
the Guarantors to the Trustee to take any action under this Indenture, the Issuer or such Guarantor, as the case may be, shall furnish to the Trustee: 

(a) an Officer’s Certificate in form reasonably satisfactory to the Trustee (which shall include the statements set forth
in Section 13.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and 

  
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 (b) an Opinion of Counsel in form reasonably satisfactory to the Trustee (which
shall include the statements set forth in Section 13.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied (provided that no Opinion of Counsel shall be required for the
issuance and authentication of the Initial Notes). 
 Section 13.05. Statements Required in Certificate or Opinion. Each
certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to Section 4.04 hereof or Trust Indenture Act Section 314(a)(4)) shall include: 

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

Section 13.06. Rules by Trustee and Agents. The Trustee may make reasonable rules for action by or at a meeting of Holders.
The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions. 
 Section 13.07.
No Personal Liability of Directors, Officers, Employees and Stockholders. No past, present or future director, officer, employee, incorporator, member, partner or stockholder of the Issuer or any Guarantor or any of their direct or indirect
parent companies shall have any liability, for any obligations of the Issuer or the Guarantors under the Notes, the Guarantees or this Indenture or any supplemental indenture or for any claim based on, in respect of, or by reason of such obligations
or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. 

Section 13.08. Governing Law. THIS INDENTURE, THE NOTES AND ANY GUARANTEE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING
UNDER OR RELATED TO THIS INDENTURE, THE NOTES OR ANY GUARANTEE, WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 

Section 13.09. Waiver of Jury Trial. EACH OF THE ISSUER, THE GUARANTORS AND THE TRUSTEE (1) AGREES TO SUBMIT TO THE
EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE OR THE NOTES AND (2) HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO 

  
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TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY. 

Section 13.10. Force Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the
performance of its obligations under this Indenture arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including without limitation strikes, work stoppages, accidents, acts of war or terrorism, civil or
military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services. 

Section 13.11. No Adverse Interpretation of Other Agreements. This Indenture may not be used to interpret any other
indenture, loan or debt agreement of Holdings or its Restricted Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture. 

Section 13.12. Successors. All agreements of the Issuer in this Indenture and the Notes shall bind its successors. All
agreements of the Trustee in this Indenture shall bind its successors. All agreements of each Guarantor in this Indenture shall bind its successors, except as otherwise provided in Section 10.06 hereof. 

Section 13.13. Severability. In case any provision in this Indenture or in the Notes shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 

Section 13.14. Counterpart Originals. The parties may sign any number of copies of this Indenture. Each signed copy shall
be an original, but all of them together represent the same agreement. This Indenture may be executed in multiple counterparts which, when taken together, shall constitute one instrument. The exchange of copies of this Indenture and of signature
pages by facsimile or PDF transmissions shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by
facsimile or PDF shall be deemed to be their original signatures for all purposes. 
 Section 13.15. Table of Contents,
Headings, etc. The Table of Contents, Cross-Reference Table and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way
modify or restrict any of the terms or provisions hereof. 
 Section 13.16. USA Patriot Act. The parties hereto
acknowledge that in accordance with Section 326 of the USA Patriot Act, the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information
that identifies each person or legal entity that establishes a relationship or opens an account. The parties to this agreement agree that they shall provide the Trustee with such information as they may request in order to satisfy the requirements
of the USA Patriot Act. 
 [Signatures on following page] 

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

					
	TEAM HEALTH, INC., as Issuer
		
	By:	 	/s/ David Jones
		 	Name:	 	David Jones
		 	Title:	 	Executive Vice President and Chief Financial Officer


  

					
	TEAM HEALTH HOLDINGS, INC., as Guarantor
		
	By:	 	/s/ David Jones
		 	Name:	 	David Jones
		 	Title:	 	Executive Vice President and Chief Financial Officer


  

					
	 TEAM FINANCE LLC
 HEALTH FINANCE
CORPORATION AMERITEAM SERVICES, LLC, as Guarantors

		
	By:	 	/s/ David Jones
		 	Name:	 	David Jones
		 	Title:	 	Chief Financial Officer



  
 Signature page to
Indenture 







 3070 NIAGARA FALLS BOULEVARD HOLDINGS, LLC 

6726 TRANSIT ROAD HOLDINGS, LLC 

ACCESS NURSE PM, LLC 
 AFTER
HOURS PEDIATRICS, INC. 
 AMERICAN CLINICAL RESOURCES, INC. 

ANESTHESIA MANAGEMENT WEST, LLC 

ANESTHESIA SERVICES OF OMAHA, LLC 

ANESTHETIX HOLDINGS, LLC 

ANESTHETIX MANAGEMENT, LLC 

ANTHEM ASSOCIATES, LLC 
 BILLING
MANAGEMENT, LLC 
 BUCYRUS EMERGENCY PHYSICIANS, INC. 

CLINIC MANAGEMENT SERVICES, INC. 

CIRCLEVILLE EMERGENCY PHYSICIANS, INC. 

CONOVAN HEALTHCARE RECRUITMENT, LLC 

COSHOCTON COUNTY EMERGENCY PHYSICIANS, INC. 

DANIEL & YEAGER, LLC 

D&Y HEALTHCARE CONNECTORS, LLC 

DHP MANAGEMENT SERVICES, L.L.C. 

DHP PARENT, L.L.C. 
 ECC
CHATTSWORTH DALTON MC, LLC 
 ECC WEST TENNESSEE MC, LLC 

EMERGENCY COVERAGE CORPORATION 

EMERGENCY MANAGEMENT MIDWEST, L.L.C. 

EMERGENCY PHYSICIAN ASSOCIATES, LLC 

EMERGENCY PROFESSIONAL SERVICES, INC. 

EPA OF WOODBURY, LLC 
 ERIE
EMERGENCY PHYSICIANS, INC. 
 EXIGENCE MANAGEMENT COMPANY, INC. 

FAIRFIELD HOSPITALISTS, INC. 

FGTB HOLDINGS, LLC 
 FINDLAY
EMERGENCY PHYSICIANS, INC. 
 FLORIDA GULF-TO-BAY ANESTHESIOLOGY ASSOCIATES, LLC 

FLORIDA HOSPITAL MEDICINE SERVICES, LLC 

GALION EMERGENCY PHYSICIANS, INC. 

GCEP, LLC 
 GRADY EMERGENCY
PHYSICIANS, INC. 
 GREATER PHOENIX EMERGENCY PHYSICIANS, INC. 

GREENBRIER EMERGENCY PHYSICIANS, LLC 

GREENVILLE EMERGENCY PHYSICIANS, INC. 

  
 Signature page to
Indenture 







 GREENVILLE HOSPITALISTS, INC. 

GULF-TO-BAY ANESTHESIOLOGY ASSOCIATES, LLC 

HAMILTON EMERGENCY PHYSICIANS, INC. 

HCFS HEALTH CARE FINANCIAL SERVICES, LLC 

HEALTH CARE ALLIANCE, INC. 

HEALTHCARE REVENUE RECOVERY GROUP, LLC 

HEALTHCARE TRANSFORMATION PARTNERS, INC. 

HIGHLAND EMERGENCY PHYSICIANS, INC. 

HILTON HEAD EMERGENCY PHYSICIANS INC. 

HOCKING EMERGENCY PHYSICIANS, INC. 

HOCKING VALLEY HOSPITALISTS, INC. 

HOSPITAL MEDICINE ASSOCIATES, LLC 

HOSPITALIST SERVICES MEDICAL GROUP OF ANDERSON TOWNSHIP, INC. 

HOSPITALIST SERVICES MEDICAL GROUP OF MARYSVILLE, INC. 

HOSPITALIST SERVICES MEDICAL GROUP OF SPRINGFIELD, INC. 

INPHYNET CONTRACTING SERVICES, LLC 

INPHYNET SOUTH BROWARD, LLC 

IRONTON EMERGENCY PHYSICIANS, INC. 

JAIL HEALTHCARE SERVICES, INC. 

KELLY MEDICAL SERVICES, LLC 

LIMA EMERGENCY PHYSICIANS, INC. 

LUCAS COUNTY EMERGENCY PHYSICIANS, INC. 

MADISON EMERGENCY PHYSICIANS, INC. 

MARSHALL ADMINISTRATIVE SERVICES, LLC 

MARSHALL INDEPENDENT PHYSICIANS, LLC 

MARSHALL MEDICAL MANAGEMENT, LLC 

MARSHALL OHIO ED ASSOCIATES, LLC 

MARSHALL OHIO HOSPITALIST ASSOCIATES, LLC 

MARSHALL PHYSICIAN SERVICES, LLC 

MARSHALL PLLC HOLDINGS, LLC 

MARSHALL WEST VIRGINIA ED ASSOCIATES, LLC 

MARYSVILLE EMERGENCY PHYSICIANS, INC. 

MBI SOLUTIONS, INC. 
 MEA
EMERGENCY MANAGEMENT, LLC 
 MEDICAL MANAGEMENT RESOURCES, INC. 

MERCY EMERGENCY PHYSICIANS, INC. 

MID-ATLANTIC ER PHYSICIANS, INC. 

  
 Signature page to
Indenture 







 MIDDLETOWN EMERGENCY PHYSICIANS, INC. 

MIDWEST EMERGENCY SERVICES, L.L.C. 

MORROW COUNTY EMERGENCY PHYSICIANS, INC. 

MORROW COUNTY HOSPITALISTS, INC. 

NEW CENTURY EMERGENCY PHYSICIANS, INC. 

NEW CENTURY PEDIATRICS OF LIMA, INC. 

NEW CENTURY PHYSICIANS OF NEBRASKA, LLC 

NORTHWEST EMERGENCY PHYSICIANS, LLC 

NORTHWEST HOSPITAL MEDICINE PHYSICIANS, LLC 

OMAHA ANESTHESIA & PAIN TREATMENT, LLC 

PARAGON CONTRACTING SERVICES, LLC 

PARAGON EMERGENCY SERVICES, LLC 

PHYSASSIST SCRIBES, INC. 
 PIKE
COUNTY EMERGENCY PHYSICIANS, INC. 
 PREMIER HEALTH CARE SERVICES, INC. 

PREMIER LOCUMS, INC. 
 PREMIER
PHYSICIAN SERVICES, INC. 
 PRINCETON EMERGENCY PHYSICIANS, INC. 

PROFESSIONAL ANESTHESIA SERVICE, INC. 

PSYCHIATRISTS ONLY, LLC 

QUANTUM PLUS, LLC 
 SIDNEY
EMERGENCY PHYSICIANS, INC. 
 SOUTHEASTERN EMERGENCY PHYSICIANS OF MEMPHIS, LLC 

SOUTHEASTERN EMERGENCY PHYSICIANS, LLC 

SOUTHEASTERN PHYSICIAN ASSOCIATES, LLC 

SOUTHWEST FLORIDA EMERGENCY MANAGEMENT, INC. 

SPECTRUM HEALTH INTERNATIONAL, INC. 

SPECTRUM HEALTHCARE SERVICES, INC. 

SPECTRUM HEALTHCARE RESOURCES, INC. 

SPECTRUM PRIMARY CARE, INC. 

TEAM ANESTHESIA HOLDINGS, LLC 

TEAM ANESTHESIA, LLC 

TEAMHEALTH PATIENT SAFETY ORGANIZATION, INC. 

TEAM RADIOLOGY, INC. 
 TH-PTN,
INC. 
 THE EMERGENCY ASSOCIATES FOR MEDICINE, LLC 

THMS-ST. JOSEPH MC, LLC 
 THMS
WEST TENNESSEE MC, LLC 

  
 Signature page to
Indenture 







 THSE-MARCO URGENT CARE, LLC 

THSE-SOUTH FLORIDA MC, LLC 
 THW
EMERGENCY MANAGEMENT OF HOUSTON, LLC 
 WEST CENTRAL EMERGENCY PHYSICIANS, INC. 

WOLVERINE ANESTHESIA CONSULTANTS, LLC 

WOOD COUNTY EMERGENCY PHYSICIANS, INC., 

as Guarantors 
  

			
	By:	 	/s/ David Jones
		 	Name: David Jones
		 	Title: Treasurer



  
 Signature page to
Indenture 







 ADENA EMERGENCY PHYSICIANS, INC. 

MARION COUNTY EMERGENCY PHYSICIANS, INC. 
  

			
	By:	 	/s/ David Jones
		 	 Name: David Jones
 Title:
Treasurer



 IPC HEALTHCARE, INC. 

HOSPITALISTS OF ARIZONA, INC. 

HOSPITALIST MANAGEMENT CONSULTANTS OF NEW YORK, INC. 

HOSPITALIST SERVICES OF FLORIDA, INC. 

HOSPITALISTS MANAGEMENT OF NEW HAMPSHIRE, INC. 

HOSPITALISTS OF CALIFORNIA, LLC 

HOSPITALISTS OF GEORGIA, INC. 

HOSPITALISTS OF ILLINOIS, INC. 

HOSPITALISTS OF KENTUCKY, INC. 

HOSPITALISTS OF MARYLAND, INC. 

HOSPITALISTS OF MICHIGAN, INC. 

HOSPITALISTS OF NEVADA, INC. 

HOSPITALISTS OF NORTH CAROLINA, INC. 

HOSPITALISTS OF OHIO, INC. 

HOSPITALISTS OF PENNSYLVANIA, INC. 

HOSPITALISTS OF SOUTH CAROLINA, INC. 

HOSPITALISTS OF TENNESSEE, INC. 

HOSPITALISTS OF TEXAS, L.P. 

INPATIENT CONSULTANTS OF ALABAMA, INC. 

INPATIENT CONSULTANTS OF DELAWARE, INC. 

INPATIENT CONSULTANTS OF FLORIDA, INC. 

INPATIENT CONSULTANTS OF MISSISSIPPI, INC. 

INPATIENT CONSULTANTS OF MISSOURI, INC. 

INPATIENT CONSULTANTS OF UTAH, INC. 

INPATIENT CONSULTANTS OF WYOMING, LLC 

IPC HOSPITALISTS OF COLORADO, INC. 

IPC HOSPITALISTS OF NEW MEXICO, INC. 

IPC MANAGEMENT CONSULTANTS OF NEW YORK, INC. 

IPC THE HOSPITALIST MANAGEMENT COMPANY, LLC 
  

			
	By:	 	/s/ David Jones
		 	 Name: David Jones
 Title: Assistant
Treasurer




  
 Signature page to
Indenture 







 
			
	 WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee, Transfer Agent, Registrar and Paying Agent

		
	By:	 	/s/ Stefan Victory
		 	 Name: Stefan Victory
 Title: Vice
President




  
 Signature page to
Indenture 







 EXHIBIT A 

[FORM OF NOTE] 
 [FACE OF NOTE]

 [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] 

[Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] 

[Insert the Regulation S Temporary Global Note Legend, if applicable pursuant to the provisions of the Indenture] 

  
 A-1 







 CUSIP [87815V AG8][U87685 AC4] 

ISIN [US87815VAG86][USU87685AC40] 
 [RULE
144A][REGULATION S] [GLOBAL] NOTE 
 representing [up to] 

$[            ] 

7.250% Senior Notes due 2023 
  

			
	No.____	  	[$            ]

 Team Health, Inc., a Tennessee corporation, promises to pay to [Cede & Co.]* or registered assigns the principal sum
[set forth on the Schedule of Exchanges of Interests in the Global Note attached hereto] [of                      United States Dollars] on
December 15, 2023. 
  

			
	Interest Payment Dates:	  	June 15 and December 15, commencing on June 15, 2016
		
	Record Dates:	  	June 1 and December 1

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

 

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


  
 A-2 







 IN WITNESS HEREOF, the Issuer has caused this instrument to be duly executed. 

Dated: 
  

			
	TEAM HEALTH, INC., as Issuer
		
	By:	 	 
		 	 Name:
 Title:




  
 A-3 







 
			
	 This is one of the Notes referred to in the within-mentioned Indenture:

 
 WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee

		
	By:	 	 
		 	 Name:

Title:



 
			
		
	Date: 	 	 



  
 A-4 







 [REVERSE OF NOTE] 

7.250% Senior Notes due 2023 

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

1. Interest. Team Health, Inc., a Tennessee corporation (such Person, and its respective successors and assigns under the Indenture
hereinafter referred to, being herein called the “Issuer”), promises to pay interest on the principal amount of this Note at a rate per annum of 7.250% from November 23,
20151 until maturity. The Issuer will pay interest on this Note semi-annually in arrears on June 15 and December 15 of each year, beginning June 15, 2016, or, if any such day is not
a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). The Issuer will make each interest payment to the Holder of record of this Note on the immediately preceding June 1 and December 1
(each, a “Record Date”). Interest on this Note will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from and including November 23, 2015. The Issuer will pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the rate borne by this Note; it shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace periods) from time to time on demand at the rate borne by this Note. Interest will be computed on the basis of a 360-day year comprised
of twelve 30-day months. 
 2. Method of Payment. The Issuer will pay interest on this Note to the Person who is the registered
Holder of this Note at the close of business on the Record Date (whether or not a Business Day) next preceding the Interest Payment Date, even if this Note is cancelled after such Record Date and on or before such Interest Payment Date, except as
provided in Section 2.12 of the Indenture with respect to defaulted interest. Cash payments of principal of, premium, if any, and interest on this Note will be payable at the office or agency of the Issuer maintained for such purpose pursuant
to Section 4.02 of the Indenture or, at the option of the Issuer, cash payment of interest may be made through the Paying Agent by check mailed to the Holders at their respective addresses set forth in the Note Register of Holders;
provided, that (a) all cash payments of principal, premium, if any, and interest with respect to Notes represented by Global Notes registered in the name of or held by DTC or its nominee will be made through the Paying Agent by wire
transfer of immediately available funds to the accounts specified by the registered Holder or Holders thereof and (b) all cash payments of principal, premium, if any, and interest with respect to certificated Notes may, at the option of the
Issuer, 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). Such payment shall be in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private debts. 
 3. Paying Agent, Transfer Agent and Registrar.
Initially, Wells Fargo Bank, National Association, the Trustee under the Indenture, will act as Paying Agent, Transfer Agent and Registrar. The Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to the Holders.
Holdings or any of its U.S. Wholly Owned Subsidiaries may act in any such capacity. 
  

 

	1 	In the case of Notes issued on the Issue Date. 


  
 A-5 







 4. Indenture. The Issuer issued the Notes under an Indenture, dated as of
November 23, 2015 (as amended, supplemented or otherwise modified from time to time, the “Indenture”), among the Issuer, the Guarantors from time to time party thereto and the Trustee. This Note is one of a duly
authorized issue of notes of the Issuer designated as its 7.250% Senior Notes due 2023. The Issuer shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of the Indenture. The terms of the Notes include those stated in
the Indenture and those made part of the Indenture by reference to the Trust Indenture Act. The Notes are subject to all such terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of such terms. To the extent
any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. 

5. Optional Redemption. 

(a) Except as set forth in clauses (b) and (d) of this Section 5 and in clauses (b) and (d) of Section 3.07 of
the Indenture, the Notes will not be redeemable at the Issuer’s option prior to December 15, 2018. 
 (b) At any time prior to
December 15, 2018, the Issuer may on one or more occasions redeem all or a part of the Notes, upon notice in accordance with Section 3.03 of the Indenture, at a redemption price equal to the sum of (A) 100.0% of the principal amount
of the Notes redeemed, plus (B) the Applicable Premium as of the Redemption Date, plus (C) accrued and unpaid interest, if any, to, but excluding, the Redemption Date, subject to the right of Holders of record on the relevant Record Date
to receive interest due on the Notes on the relevant Interest Payment Date. 
 (c) On and after December 15, 2018, the Issuer may
redeem the Notes, in whole or in part, upon notice in accordance with Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid
interest, if any, thereon 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 relevant Interest Payment Date, if redeemed during the twelve-month
period beginning on December 15 of each of the years indicated below: 
  

					
	 Year
	  	Redemption
Percentage	 
	 2018
	  	 	105.438	% 
	 2019
	  	 	103.625	% 
	 2020
	  	 	101.813	% 
	 2021 and thereafter
	  	 	100.000	% 

 (d) Prior to December 15, 2018, the Issuer may, at its option, and on one or more occasions, redeem up to
40.0% of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 107.250% of the aggregate principal amount of Notes redeemed, with an amount not to exceed the net cash proceeds received from one or more
Equity Offerings or a contribution to Holdings’ common equity capital made with the net cash proceeds of an Equity Offering, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date, subject to the right of Holders of
record on the relevant Record Date to receive interest due on the Notes on the relevant Interest Payment Date; provided, that (A) at least 50.0% of (x) the aggregate principal amount of Notes originally issued under the Indenture on
the Issue Date and (y) the aggregate principal amount of any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; and (B) each such redemption occurs
within 180 days of the date of closing of each such Equity Offering. 

  
 A-6 







 (e) [Reserved]. 

(f) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.
Notice of any redemption, whether in connection with an Equity Offering, other transaction or otherwise, may be given prior to the completion thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more
conditions precedent, including, but not limited to, completion of the related Equity Offering or other transaction. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the
Issuer’s discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not
have been satisfied by the Redemption Date, or by the Redemption Date so delayed. In addition, the Issuer may provide in such notice that payment of the redemption price and performance of the Issuer’s obligations with respect to such
redemption may be performed by another Person. Holdings, the Issuer and their respective Affiliates may acquire the Notes by means other than a redemption pursuant to this paragraph 5, whether by tender offer, open market purchases, negotiated
transactions or otherwise. 
 6. Special Mandatory Redemption 

(a) If (i) the IPC Acquisition is not consummated on or prior to December 31, 2015, (ii) the Merger Agreement is terminated
prior to December 31, 2015 or (iii) the Issuer notifies the Trustee in writing that the Issuer will not pursue the consummation of the IPC Acquisition or otherwise publicly announces that the IPC Acquisition will not be consummated, then
the Issuer shall redeem all of the outstanding Notes on the Special Mandatory Redemption Date or as otherwise required by the Applicable Procedures of the Depositary for cash at the Special Mandatory Redemption Price. 

(b) Any redemption made pursuant to Section 3.08 of the Indenture shall be made pursuant to the procedures set forth in the Indenture.
The Issuer shall not be required to make any mandatory redemption or sinking fund payment with respect to the Notes, except pursuant to Section 3.08 of the Indenture. The Issuer shall cause the notice of Special Mandatory Redemption to be sent,
with a copy to the Trustee, electronically or by first-class mail, within five Business Days after the occurrence of the Special Mandatory Redemption Triggering Event to each Holder to the address of such Holder appearing in the Registrar’s
books or otherwise in accordance with the Applicable Procedures of the Depositary, and will redeem the Notes on the Special Mandatory Redemption Date. If the Issuer has provided a proper redemption notice to Holders, then, unless the Issuer defaults
in the payment of the Special Mandatory Redemption Price, on and after the Special Mandatory Redemption Date interest shall cease to accrue on the Notes. 

7. Notice of Redemption. Subject to Sections 3.03, 3.08 and 3.09 of the Indenture, the Issuer shall send electronically,
mail or cause to be mailed by first-class mail, postage prepaid, notices of redemption at least 15 but (except in the case of a conditional notice of redemption made in advance of an Equity Offering, other transaction or otherwise, in accordance
with clause (f) of Section 3.07 of the Indenture) not more than 60 days before the Redemption Date to each Holder of Notes to be redeemed at such Holder’s registered address stated in the Note Register or otherwise in accordance with
the Applicable Procedures, except that redemption notices may be delivered or mailed more than 60 days prior to a Redemption Date if the notice is issued in connection with Article 8 or Article 11 of the Indenture. Notices of redemption
may, at the Issuer’s discretion, be conditional. Notes and portions of Notes selected for redemption shall be in integral multiples of $1,000 (but in a minimum amount of  

  
 A-7 







 
$2,000) and no Notes of $2,000 or less can be redeemed in part, except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder shall be
redeemed, even if not in a principal amount of at least $2,000. On and after the Redemption Date, interest ceases to accrue on this Note or portions thereof called for redemption. 

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

Other than as specifically provided in Section 3.09 or Section 4.10 of the Indenture, any purchase pursuant to Section 3.09 of
the Indenture shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 of the Indenture, and references therein or herein to “redeem,” “redemption,” “Redemption Date” and similar words
shall be deemed to refer to “purchase,” “repurchase,” “Purchase Date” and similar words, as applicable. 

9. Denominations, Transfer, Exchange. The Notes are in registered form without coupons in minimum denominations of $2,000 and
any integral multiple of $1,000 in excess of $2,000. The transfer of Notes shall be registered and Notes may only be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and the Issuer may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Issuer need not exchange or register the transfer of any Note or portion of a Note
selected for redemption, except for the unredeemed portion of any Note being redeemed in part; provided that new Notes will only be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess of $2,000. Also, the
Issuer need not exchange or register the transfer of any Notes for a period of 15 days before the mailing of a notice of redemption of Notes to be redeemed. 

10. Persons Deemed Owners. The registered Holder of a Note shall be treated as its owner for all purposes. Only registered
Holders shall have rights hereunder. 
 11. Amendment, Supplement and Waiver. The Indenture, the Guarantees or the
Notes may be amended or supplemented as provided in the Indenture. 
 12. Defaults and Remedies. 

(a) The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (other than an
Event of Default of the type specified in clause (vi) or (vii) of Section 6.01(a) of the Indenture with respect to Holdings or the Issuer) occurs and is continuing under the Indenture, the Trustee or the Holders of not less than 25.0%
in aggregate principal amount of all of the then outstanding Notes may, by notice to the Issuer and the Trustee, in either case specifying in such notice the respective Event of Default and that such notice is a “notice of acceleration,”
declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Upon the effectiveness of such declaration, such principal of and premium, if any, and interest
will be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising under clause (vi) or (vii) of Section 6.01(a) of the Indenture with respect to Holdings or the Issuer, all outstanding
Notes will become due and payable without further action or notice. Holders may not enforce the Indenture, the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal
amount of all the Notes then outstanding may direct the Trustee in its exercise of any trust or power. 

  
 A-8 







 (b) The Trustee may withhold from the Holders notice of any continuing Default, except a Default
relating to the payment of principal, premium, if any, or interest, if it determines that withholding notice is in their interest. In addition, subject to Section 6.05 of the Indenture, the Trustee will have no obligation to accelerate the
Notes if in the judgment of the Trustee acceleration is not in the interests of the Holders of the Notes. 
 (c) Holders of a
majority in aggregate principal amount of all the Notes then outstanding, by notice to the Trustee (with a copy to the Issuer; provided that any waiver or rescission under Section 6.04 of the Indenture shall be valid and binding
notwithstanding the failure to provide a copy of such notice to the Issuer) may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under the Indenture (except a continuing Default in the payment of interest
on, premium, if any, or the principal of any Note held by a non-consenting Holder) (including in connection with an Asset Sale Offer or a Change of Control Offer) and rescind any acceleration with respect to the Notes and its consequences under the
Indenture (except if such rescission would conflict with any judgment of a court of competent jurisdiction). Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for
every purpose of the Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereto. 

(d) Holdings is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and Holdings shall promptly
(which shall be no more than 20 Business Days after becoming aware of such Default) deliver to the Trustee by registered or certified mail or by facsimile transmission an Officer’s Certificate specifying such event and what action Holdings
proposes to take with respect thereto. 
 13. Guarantees. The Issuer’s obligations under the Notes are fully and
unconditionally guaranteed, jointly and severally, by the Guarantors. 
 14. Authentication. This Note shall not be
entitled to any benefit under the Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of the Trustee. 

15. Governing Law. THIS NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS NOTE, WILL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 
 16. CUSIP Numbers and ISINs. Pursuant to a
recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP numbers and ISINs to be printed on the Notes and the Trustee may use CUSIP numbers and ISINs in notices of redemption as a
convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

 The Issuer will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to the
Issuer at the following address: 
 Team Health, Inc. 

c/o Team Health Holdings, Inc. 

265 Brookview Centre Way 

Suite 400 

Knoxville, Tennessee 37919 

Facsimile:   (865) 539-8003 

Attention:    Chief Financial Officer 

  
 A-9 







 With a copy to: 

Simpson Thacher & Bartlett LLP 

425 Lexington Avenue 

New York, New York 10017 

Facsimile:  (212) 455-2502 

Attention:   Edward P. Tolley III 

  
 A-10 







 ASSIGNMENT FORM 

To assign this Note, fill in the form below: 
  

			
	(I) or (we) assign and transfer this Note to: 	  	 
		  	(Insert assignee’s legal name)


	
	 
	(Insert assignee’s soc. sec. or tax I.D. no.)
	 
	 
	 
	(Print or type assignee’s name, address and zip code)

  

			
	and irrevocably appoint	  	 

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

Date: _________________________ 
  

			
	Your Signature:	 	 
		 	 (Sign exactly as your name appears on the face

of this Note)



 Signature Guarantee*: _________________________ 

 

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


  
 A-11 







 OPTION OF HOLDER TO ELECT PURCHASE 

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

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

Date: ______________ 
  

			
	Your Signature:	 	 
		 	 (Sign exactly as your name appears on the face

of this Note)

	
	 Tax Identification No.:



 Signature Guarantee*: __________________ 
  

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


  
 A-12 







 SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE* 

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

									
	 Date of Exchange
	  	 Amount of decrease in
Principal Amount

of this Global Note
	  	 Amount of increase in
Principal Amount

of this Global Note
	  	 Principal Amount

of this Global Note
 following such
decrease
 or increase
	  	 Signature of authorized
signatory of Trustee
or
Custodian


  

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


  
 A-13 







 EXHIBIT B 

[FORM OF CERTIFICATE OF TRANSFER] 
 Team Health,
Inc. 
 c/o Team Health Holdings, Inc. 
 265 Brookview Centre
Way 
 Suite 400 
 Knoxville, Tennessee 37919 

Facsimile:   (865) 539-8003 
 Attention:
   Chief Financial Officer 
 With a copy to: 

Simpson Thacher & Bartlett LLP 
 425 Lexington Avenue

 New York, New York 10017 
 Facsimile:   (212)
455-2502 
 Attention:    Edward P. Tolley III 

Wells Fargo Bank, N.A. Corporate Trust – DAPS Reorg. 
 6th
and Marquette Avenue, 12th Floor 
 MAC N9303-121 
 Minneapolis,
MN 55479 
 Phone: 1-800-344-5128 
 Facsimile:
(866) 969-1290 
 Email: dapsreorg@wellsfargo.com 
  

	 	Re:	7.250% Senior Notes due 2023 

 Reference is hereby made to the Indenture, dated as of
November 23, 2015 (as amended, supplemented or otherwise modified from time to time, the “Indenture”), among Team Health, Inc., a Tennessee corporation (the “Issuer”), the Guarantors (as defined therein) from
time to time party thereto and Wells Fargo Bank, National Association, a national banking association, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. 

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

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

  
 B-1 







 
transferred to a Person that the Transferor reasonably believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which
such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer is in
compliance with any applicable blue sky securities laws of any state of the United States. 
 2. [    ] CHECK IF
TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE RELEVANT REGULATION S GLOBAL NOTE OR RELEVANT DEFINITIVE NOTE PURSUANT TO REGULATION S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the
Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United
States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore
securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements
of Rule 903(b) or Rule 904(b) of Regulation S, (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration of
the applicable Restricted Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Indenture and the Securities Act. 

3. [    ] CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE RELEVANT DEFINITIVE NOTE
PURSUANT TO ANY PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive
Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one): 

(a) [    ] such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities
Act; or 
 (b) [    ] such Transfer is being effected to Holdings or a subsidiary thereof; or 

(c) [    ] such Transfer is being effected pursuant to an effective registration statement under the
Securities Act and in compliance with the prospectus delivery requirements of the Securities Act. 
 4. [    ] CHECK IF
TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE. 

(a) [    ] CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is being effected pursuant to
and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance 

  
 B-2 







 
with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject
to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture. 

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

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

  
 B-3 







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

			
	[Insert Name of Transferor]
		
	By:	 	 
		 	 Name:
 Title:



 Dated:                  

  
 B-4 







 ANNEX A TO CERTIFICATE OF TRANSFER 

 

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

 [CHECK ONE OF (a) OR (b)]

 (a) [    ] a beneficial interest in the: 

(i) [    ] 144A Global Note ([CUSIP: 87815V AG8][ISIN: US87815VAG86]); or 

(ii) [    ] Regulation S Global Note ([CUSIP: U87685 AC4][ISIN: USU87685AC40]); or 

(b) [    ] a Restricted Definitive Note. 
  

	2.	After the Transfer the Transferee will hold: 

 [CHECK ONE] 

(a) [    ] a beneficial interest in the: 

(i) [    ] 144A Global Note ([CUSIP: 87815V AG8][ISIN: US87815VAG86]), or 

(ii) [    ] Regulation S Global Note ([CUSIP: U87685 AC4][ISIN: USU87685AC40]), or 

(iii) [    ] Unrestricted Global Note (CUSIP:
[            ]), or 
 (b) [    ] a Restricted Definitive
Note; or 
 (c) [    ] an Unrestricted Definitive Note, in accordance with the terms of the Indenture. 

  
 B-5 







 EXHIBIT C 

[FORM OF CERTIFICATE OF EXCHANGE] 
 Team Health,
Inc. 
 c/o Team Health Holdings, Inc. 
 265 Brookview Centre
Way 
 Suite 400 
 Knoxville, Tennessee 37919 

Facsimile: (865) 539-8003 
 Attention: Chief Financial
Officer 
 With a copy to: 
 Simpson Thacher &
Bartlett LLP 
 425 Lexington Avenue 
 New York, New York 10017

 Facsimile: (212) 455-2502 
 Attention: Edward P. Tolley III

 Wells Fargo Bank, N.A. Corporate Trust – DAPS Reorg. 

6th and Marquette Avenue, 12th Floor 
 MAC N9303-121 

Minneapolis, MN 55479 
 Phone: 1-800-344-5128 

Facsimile: (866) 969-1290 
 Email: dapsreorg@wellsfargo.com

 Re: 7.250% Senior Notes due 2023 

Reference is hereby made to the Indenture, dated as of November 23, 2015 (as amended, supplemented or otherwise modified from time to
time, the “Indenture”), among Team Health, Inc., a Tennessee corporation (the “Issuer”), the Guarantors (as defined therein) from time to time party thereto and Wells Fargo Bank, National Association, a national
banking association, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. 

                       
      (the “Owner”) owns and proposes to exchange Note[s] or an interest in such Note[s], in the principal amount of $            in such
Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 
 1. EXCHANGE OF
RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE 

(a) [    ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST
IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies
(i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in
accordance with the 

  
 C-1 







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

 (b) [    ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED
DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s
own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities
laws of any state of the United States. 
 (c) [    ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE
NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial
interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the
Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in
compliance with any applicable blue sky securities laws of any state of the United States. 
 (d) [    ]
CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the
Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in
accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted
Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. 
 2.
EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES 

(a) [    ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO RESTRICTED
DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner hereby certifies that the Restricted Definitive Note is
being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act. 

  
 C-2 







 (b) [    ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE
NOTE TO BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE] [ ] 144A Global Note [ ] Regulation S Global Note in each case, with
an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions
applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in
accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the
Securities Act. 

  
 C-3 







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

			
	[Insert Name of Transferor]
		
	By:	 	 
		 	 Name:
 Title:



 Dated:                  

  
 C-4 







 EXHIBIT D 

[FORM OF SUPPLEMENTAL INDENTURE 

TO BE DELIVERED BY SUBSEQUENT GUARANTORS] 

Supplemental Indenture (this “Supplemental Indenture”), dated as of
            , among                      (the “Guaranteeing
Subsidiary”), a subsidiary of Team Health Holdings, Inc., a Delaware corporation (“Holdings”), and Wells Fargo Bank, National Association, as trustee (the “Trustee”). 

W I T N E S S E T H 
 WHEREAS,
Team Health, Inc. (the “Issuer”) and the Guarantors (including Holdings) have heretofore executed and delivered to the Trustee an Indenture (the “Indenture”), dated as of November 23, 2015, providing for the
issuance of an unlimited aggregate principal amount of the Issuer’s 7.250% Senior Notes due 2023 (the “Initial Notes”); 

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a
supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuer’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the
“Guarantee”); and 
 WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver
this Supplemental Indenture. 
 NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt
of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders as follows: 
 (1)
Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. 
 (2)
Agreement to Guarantee. The Guaranteeing Subsidiary acknowledges that it has received and reviewed a copy of the Indenture and all other documents it deems necessary to review in order to enter into this Supplemental Indenture, and
acknowledges and agrees to (i) join and become a party to the Indenture as indicated by its signature below; (ii) be bound by the Indenture, as of the date hereof, as if made by, and with respect to, each signatory hereto; and
(iii) perform all obligations and duties required of a Guarantor pursuant to the Indenture. The Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Indenture,
including, but not limited to, Article 10 thereof. 
 (3) Execution and Delivery. The Guaranteeing Subsidiary agrees that the
Guarantee shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. 

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

  
 D-1 







 (5) Governing Law. THIS SUPPLEMENTAL INDENTURE, AND ANY CLAIM, CONTROVERSY OR DISPUTE
ARISING UNDER OR RELATED TO THIS SUPPLEMENTAL INDENTURE, WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 

(6) Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but
all of them together represent the same agreement. This Supplemental Indenture may be executed in multiple counterparts which, when taken together, shall constitute one instrument. The exchange of copies of this Supplemental Indenture and of
signature pages by facsimile or PDF transmissions shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures
of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes. 
 (7) Effect of
Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. 
 (8) The Trustee.
The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the
Guaranteeing Subsidiary. 
 (9) Benefits Acknowledged. The Guaranteeing Subsidiary’s Guarantee is subject to the terms and
conditions set forth in the Indenture. The Guaranteeing Subsidiary acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that the guarantee
and waivers made by it pursuant to this Guarantee are knowingly made in contemplation of such benefits. 
 (10) Successors. All
agreements of the Guaranteeing Subsidiary in this Supplemental Indenture shall bind its Successors, except as otherwise provided in the Indenture. All agreements of the Trustee in this Supplemental Indenture shall bind its successors. 

  
 D-2 







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

			
	[GUARANTEEING SUBSIDIARY]
		
	By:	 	 
		 	 Name:
 Title:

	
	 WELLS FARGO BANK, NATIONAL ASSOCIATION

, as Trustee

		
	By:	 	 
		 	 Name:
 Title:




  
 D-3 







 SCHEDULE I 

IPC GUARANTORS 
 ADENA EMERGENCY PHYSICIANS, INC.

 MARION COUNTY EMERGENCY PHYSICIANS, INC. 
 IPC HEALTHCARE,
INC. 
 HOSPITALISTS OF ARIZONA, INC. 
 HOSPITALIST MANAGEMENT
CONSULTANTS OF NEW YORK, INC. 
 HOSPITALIST SERVICES OF FLORIDA, INC. 

HOSPITALISTS MANAGEMENT OF NEW HAMPSHIRE, INC. 
 HOSPITALISTS OF
CALIFORNIA, LLC 
 HOSPITALISTS OF GEORGIA, INC. 
 HOSPITALISTS
OF ILLINOIS, INC. 
 HOSPITALISTS OF KENTUCKY, INC. 

HOSPITALISTS OF MARYLAND, INC. 
 HOSPITALISTS OF MICHIGAN, INC.

 HOSPITALISTS OF NEVADA, INC. 
 HOSPITALISTS OF NORTH
CAROLINA, INC. 
 HOSPITALISTS OF OHIO, INC. 
 HOSPITALISTS OF
PENNSYLVANIA, INC. 
 HOSPITALISTS OF SOUTH CAROLINA, INC. 

HOSPITALISTS OF TENNESSEE, INC. 
 HOSPITALISTS OF TEXAS, L.P. 

INPATIENT CONSULTANTS OF ALABAMA, INC. 
 INPATIENT CONSULTANTS OF
DELAWARE, INC. 
 INPATIENT CONSULTANTS OF FLORIDA, INC. 

INPATIENT CONSULTANTS OF MISSISSIPPI, INC. 
 INPATIENT CONSULTANTS
OF MISSOURI, INC. 
 INPATIENT CONSULTANTS OF UTAH, INC. 

INPATIENT CONSULTANTS OF WYOMING, LLC 
 IPC HOSPITALISTS OF
COLORADO, INC. 
 IPC HOSPITALISTS OF NEW MEXICO, INC. 
 IPC
MANAGEMENT CONSULTANTS OF NEW YORK, INC. 
 IPC THE HOSPITALIST MANAGEMENT COMPANY, LLC 

  
 1