EX-4.1



 Exhibit 4.1 
  

 
  

AEGIS MERGER SUB, INC. 

to be merged with and into 

PRESIDIO HOLDINGS INC. 
 as
Issuer 
 and the Subsidiary Guarantors party hereto from time to time 

10.25% Senior Notes due 2023 
  

 
 INDENTURE 

Dated as of February 2, 2015 
  

 
 and 

Wilmington Trust, National Association 

as Trustee 
  

 
  







 TABLE OF CONTENTS 

 

							
		 		  	 	Page	  
		
	 ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE
	  	 	1	  
			
	 Section 1.01
	 	 Definitions
	  	 	1	  
	 Section 1.02
	 	 Other Definitions
	  	 	40	  
	 Section 1.03
	 	 Rules of Construction
	  	 	41	  
		
	 ARTICLE II. THE NOTES
	  	 	42	  
			
	 Section 2.01
	 	 Amount of Notes
	  	 	42	  
	 Section 2.02
	 	 Form and Dating
	  	 	43	  
	 Section 2.03
	 	 Execution and Authentication
	  	 	43	  
	 Section 2.04
	 	 Registrar and Paying Agent
	  	 	43	  
	 Section 2.05
	 	 Paying Agent to Hold Money in Trust
	  	 	44	  
	 Section 2.06
	 	 Holder Lists
	  	 	44	  
	 Section 2.07
	 	 Transfer and Exchange
	  	 	44	  
	 Section 2.08
	 	 Replacement Notes
	  	 	45	  
	 Section 2.09
	 	 Outstanding Notes
	  	 	46	  
	 Section 2.10
	 	 Cancellation
	  	 	46	  
	 Section 2.11
	 	 Defaulted Interest
	  	 	46	  
	 Section 2.12
	 	 CUSIP Numbers, ISINs, Etc
	  	 	46	  
	 Section 2.13
	 	 Calculation of Principal Amount of Notes
	  	 	46	  
		
	 ARTICLE III. REDEMPTION
	  	 	47	  
			
	 Section 3.01
	 	 Redemption
	  	 	47	  
	 Section 3.02
	 	 Applicability of Article
	  	 	47	  
	 Section 3.03
	 	 Notices to Trustee
	  	 	47	  
	 Section 3.04
	 	 Selection of Notes to Be Redeemed
	  	 	47	  
	 Section 3.05
	 	 Notice of Optional Redemption
	  	 	48	  
	 Section 3.06
	 	 Effect of Notice of Redemption
	  	 	48	  
	 Section 3.07
	 	 Deposit of Redemption Price
	  	 	49	  
	 Section 3.08
	 	 Notes Redeemed in Part
	  	 	49	  
		
	 ARTICLE IV. COVENANTS
	  	 	49	  
			
	 Section 4.01
	 	 Payment of Notes
	  	 	49	  
	 Section 4.02
	 	 Reports and Other Information
	  	 	49	  
	 Section 4.03
	 	 Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred
Stock
	  	 	51	  
	 Section 4.04
	 	 Limitation on Restricted Payments
	  	 	58	  
	 Section 4.05
	 	 Dividend and Other Payment Restrictions Affecting Subsidiaries
	  	 	64	  
	 Section 4.06
	 	 Asset Sales
	  	 	67	  
	 Section 4.07
	 	 Transactions with Affiliates
	  	 	70	  
	 Section 4.08
	 	 Change of Control
	  	 	73	  
	 Section 4.09
	 	 Compliance Certificate
	  	 	74	  
	 Section 4.10
	 	 Further Instruments and Acts
	  	 	75	  









							
	 Section 4.11
	 	 Future Subsidiary Guarantors
	  	 	75	  
	 Section 4.12
	 	 Liens
	  	 	75	  
	 Section 4.13
	 	 [Intentionally Omitted]
	  	 	76	  
	 Section 4.14
	 	 Maintenance of Office or Agency
	  	 	76	  
	 Section 4.15
	 	 Covenant Suspension
	  	 	76	  
		
	 ARTICLE V. SUCCESSOR COMPANY
	  	 	77	  
			
	 Section 5.01
	 	 When Issuer and Subsidiary Guarantors May Merge or Transfer Assets
	  	 	77	  
		
	 ARTICLE VI. DEFAULTS AND REMEDIES
	  	 	79	  
			
	 Section 6.01
	 	 Events of Default
	  	 	79	  
	 Section 6.02
	 	 Acceleration
	  	 	81	  
	 Section 6.03
	 	 Other Remedies
	  	 	81	  
	 Section 6.04
	 	 Waiver of Past Defaults
	  	 	81	  
	 Section 6.05
	 	 Control by Majority
	  	 	81	  
	 Section 6.06
	 	 Limitation on Suits
	  	 	82	  
	 Section 6.07
	 	 Rights of the Holders to Receive Payment
	  	 	82	  
	 Section 6.08
	 	 Collection Suit by Trustee
	  	 	82	  
	 Section 6.09
	 	 Trustee May File Proofs of Claim
	  	 	82	  
	 Section 6.10
	 	 Priorities
	  	 	83	  
	 Section 6.11
	 	 Undertaking for Costs
	  	 	83	  
	 Section 6.12
	 	 Waiver of Stay or Extension Laws
	  	 	83	  
		
	 ARTICLE VII. TRUSTEE
	  	 	84	  
			
	 Section 7.01
	 	 Duties of Trustee
	  	 	84	  
	 Section 7.02
	 	 Rights of Trustee
	  	 	85	  
	 Section 7.03
	 	 Individual Rights of Trustee
	  	 	86	  
	 Section 7.04
	 	 Trustee’s Disclaimer
	  	 	86	  
	 Section 7.05
	 	 Notice of Defaults
	  	 	87	  
	 Section 7.06
	 	 Compensation and Indemnity
	  	 	87	  
	 Section 7.07
	 	 Replacement of Trustee
	  	 	88	  
	 Section 7.08
	 	 Successor Trustee by Merger
	  	 	88	  
		
	 ARTICLE VIII. DISCHARGE OF INDENTURE; DEFEASANCE
	  	 	89	  
			
	 Section 8.01
	 	 Discharge of Liability on Notes; Defeasance
	  	 	89	  
	 Section 8.02
	 	 Conditions to Defeasance
	  	 	90	  
	 Section 8.03
	 	 Application of Trust Money
	  	 	91	  
	 Section 8.04
	 	 Repayment to Issuer
	  	 	91	  
	 Section 8.05
	 	 Indemnity for U.S. Government Obligations
	  	 	91	  
	 Section 8.06
	 	 Reinstatement
	  	 	91	  
		
	 ARTICLE IX. AMENDMENTS AND WAIVERS
	  	 	92	  
			
	 Section 9.01
	 	 Without Consent of the Holders
	  	 	92	  
	 Section 9.02
	 	 With Consent of the Holders
	  	 	93	  
	 Section 9.03
	 	 Revocation and Effect of Consents and Waivers
	  	 	93	  
	 Section 9.04
	 	 Notation on or Exchange of Notes
	  	 	94	  
	 Section 9.05
	 	 Trustee to Sign Amendments
	  	 	94	  
	 Section 9.06
	 	 Additional Voting Terms; Calculation of Principal Amount
	  	 	94	  


  
 ii 









							
	 ARTICLE X. [INTENTIONALLY OMITTED]
	  	 	95	  
		
	 ARTICLE XI. [INTENTIONALLY OMITTED]
	  	 	95	  
		
	 ARTICLE XII. GUARANTEE
	  	 	95	  
			
	 Section 12.01
	 	 Subsidiary Guarantee
	  	 	95	  
	 Section 12.02
	 	 Limitation on Liability
	  	 	96	  
	 Section 12.03
	 	 [Intentionally Omitted]
	  	 	97	  
	 Section 12.04
	 	 Successors and Assigns
	  	 	97	  
	 Section 12.05
	 	 No Waiver
	  	 	97	  
	 Section 12.06
	 	 Modification
	  	 	98	  
	 Section 12.07
	 	 Execution of Supplemental Indenture for Future Subsidiary Guarantors
	  	 	98	  
	 Section 12.08
	 	 Non-Impairment
	  	 	98	  
		
	 ARTICLE XIII. MISCELLANEOUS
	  	 	98	  
			
	 Section 13.01
	 	 Notices
	  	 	98	  
	 Section 13.02
	 	 Certificate and Opinion as to Conditions Precedent
	  	 	100	  
	 Section 13.03
	 	 Statements Required in Certificate or Opinion
	  	 	100	  
	 Section 13.04
	 	 When Notes Disregarded
	  	 	100	  
	 Section 13.05
	 	 Rules by Trustee, Paying Agent and Registrar
	  	 	100	  
	 Section 13.06
	 	 Legal Holidays
	  	 	100	  
	 Section 13.07
	 	 GOVERNING LAW
	  	 	100	  
	 Section 13.08
	 	 No Recourse Against Others
	  	 	100	  
	 Section 13.09
	 	 Successors
	  	 	101	  
	 Section 13.10
	 	 Multiple Originals
	  	 	101	  
	 Section 13.11
	 	 Table of Contents; Headings
	  	 	101	  
	 Section 13.12
	 	 Indenture Controls
	  	 	101	  
	 Section 13.13
	 	 Severability
	  	 	101	  
	 Section 13.14
	 	 Waiver of Jury Trial
	  	 	101	  

  

					
	Appendix A	  	–	 	  Provisions Relating to Initial Notes and Additional Notes


  
 iii 








 EXHIBIT INDEX 
  

					
	Exhibit A	  	–	 	    Form of Initial Note
	Exhibit B	  	–	 	    Form of Transferee Letter of Representation
	Exhibit C	  	–	 	    Form of Supplemental Indenture


  
 iv 








 INDENTURE, dated as of February 2, 2015, among AEGIS MERGER SUB, INC., a Delaware
corporation, to be merged with and into PRESIDIO HOLDINGS INC., a Delaware corporation (together with their respective successors and assigns, the “Issuer”), the Subsidiary Guarantors party hereto from time to time (as defined
below) and Wilmington Trust, National Association, as trustee. 
 Each party agrees as follows for the benefit of the other parties and for
the equal and ratable benefit of the holders of (i) $250,000,000 aggregate principal amount of the Issuer’s 10.25% Senior Notes due 2023 issued on the date hereof (the “Initial Notes”) and (ii) Additional Notes issued
from time to time (together with the Initial Notes, the “Notes”): 
 ARTICLE I. 

DEFINITIONS AND INCORPORATION BY REFERENCE 

Section 1.01 Definitions. 

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

(1) Indebtedness of any other Person existing at the time such other Person is merged, consolidated or amalgamated with or into or became a
Restricted Subsidiary of such specified Person, and 
 (2) Indebtedness secured by a Lien encumbering any asset acquired by such specified
Person. 
 Acquired Indebtedness will be deemed to have been Incurred, with respect to clause (1) of the preceding sentence, on the
date such Person becomes a Restricted Subsidiary and, with respect to clause (2) of the preceding sentence, on the date of consummation of such acquisition of such assets. 

“Acquisition Documents” means the Agreement and Plan of Merger among Aegis Holdings, Inc., a Delaware corporation, Aegis
Merger Sub, Inc., a Delaware corporation, Presidio Holdings Inc., a Delaware corporation and AS Presidio Holdings LLC, a Delaware limited liability company, and any other agreements or instruments contemplated thereby, in each case, as amended,
restated, supplemented or otherwise modified from time to time. 
 “Additional Notes” means the Notes issued under the
terms of this Indenture subsequent to the Issue Date. 
 “Additional Refinancing Amount” means, in connection with the
Incurrence of any Refinancing Indebtedness, the aggregate principal amount of additional Indebtedness, Disqualified Stock or Preferred Stock Incurred to pay accrued and unpaid interest, premiums (including tender premiums), expenses, defeasance
costs and fees in respect thereof. 
 “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, means 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. 







 “Applicable Premium” means, with respect to any Note on any applicable
redemption date, as determined by the Issuer, the greater of: 
 (1) 1.0% of the then-outstanding principal amount of the Note; and 

(2) the excess of: 

(a) the present value at such redemption date of (i) the redemption price of the Note, at February 15, 2018 (such
redemption price being set forth in Paragraph 5 of the Note) plus (ii) all required interest payments due on the Note through February 15, 2018 (excluding accrued but unpaid interest), computed using a discount rate equal to the Treasury
Rate as of such redemption date plus 50 basis points; over 
 (b) the then-outstanding principal amount of the Note. 

“AR Facility” means the receivables financing facility under the receivables purchase agreement and related agreements
expected to be in effect on the Issue Date by and among, Presidio Capital Funding LLC (or any other Securitization Subsidiary), as Seller, Presidio, Inc., as Servicer, the sub-servicers from time to time party thereto, the various purchaser groups
from time to time party thereto and PNC Bank, National Association, as Administrator, and the agreements relating thereto, in each case, as may be amended, restated, refinanced or otherwise modified from time to time. 

“Asset Sale” means: 

(1) the sale, conveyance, transfer or other disposition (whether in a single transaction or a series of related transactions) of property or
assets (including by way of Sale/Leaseback Transactions) outside the ordinary course of business of the Issuer or any Restricted Subsidiary (each referred to in this definition as a “disposition”); or 

(2) the issuance or sale of Equity Interests (other than directors’ qualifying shares and shares issued to foreign nationals or other
third parties to the extent required by applicable law) of any Restricted Subsidiary (other than to the Issuer or another Restricted Subsidiary) (whether in a single transaction or a series of related transactions), 

in each case other than: 

(a) a disposition of Cash Equivalents or Investment Grade Securities or obsolete, damaged or worn out property or equipment in
the ordinary course of business; 
 (b) the disposition of all or substantially all of the assets of the Issuer in a manner
permitted pursuant to Section 5.01 or any disposition that constitutes a Change of Control; 
 (c) any Restricted
Payment or Permitted Investment that is permitted to be made, and is made, under Section 4.04; 
 (d) any disposition of
assets of the Issuer or any Restricted Subsidiary or issuance or sale of Equity Interests of the Issuer or any Restricted Subsidiary, which assets or Equity Interests so disposed or issued have an aggregate Fair Market Value (as determined in good
faith by the Issuer) of less than $50.0 million; 
 (e) any disposition of property or assets, or the issuance of securities,
by a Restricted Subsidiary to the Issuer or by the Issuer or a Restricted Subsidiary to a Restricted Subsidiary; 

  
 2 








 (f) any exchange of assets (including a combination of assets and Cash
Equivalents) for assets related to a Similar Business of comparable or greater market value or usefulness to the business of the Issuer and the Restricted Subsidiaries as a whole, as determined in good faith by the Issuer; 

(g) foreclosure or any similar action with respect to any property or other asset of the Issuer or any of the Restricted
Subsidiaries; 
 (h) any disposition of Equity Interests in, or Indebtedness or other securities of, an Unrestricted
Subsidiary; 
 (i) the lease, assignment or sublease of any real or personal property in the ordinary course of business;

 (j) any sale of inventory or other assets in the ordinary course of business; 

(k) any grant in the ordinary course of business of any license of patents, trademarks, know-how or any other intellectual
property; 
 (l) any swap of assets, or lease, assignment or sublease of any real or personal property, in exchange for
services (including in connection with any outsourcing arrangements) of comparable or greater value or usefulness to the business of the Issuer and the Restricted Subsidiaries as a whole, as determined in good faith by the Issuer; 

(m) a transfer of assets of the type specified in the definition of “Securitization Financing” (or a fractional
undivided interest therein), including by a Securitization Subsidiary in a Qualified Securitization Financing; 
 (n) any
financing transaction with respect to property built or acquired by the Issuer or any Restricted Subsidiary after the Issue Date, including any Sale/Leaseback Transaction or asset securitization permitted by this Indenture; 

(o) dispositions in connection with Permitted Liens; 

(p) any disposition of Capital Stock of a Restricted Subsidiary pursuant to an agreement or other obligation with or to a
Person (other than the Issuer or a Restricted Subsidiary) from whom such Restricted Subsidiary was acquired or from whom such Restricted Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made
as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition; 

(q) the sale of any property in a Sale/Leaseback Transaction within 12 months of the acquisition of such property; 

(r) dispositions of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of
business or in bankruptcy or similar proceedings and exclusive of factoring or similar arrangements; 
 (s) any surrender,
expiration or waiver of contract rights or the settlement, release, recovery on or surrender of contract, tort or other claims of any kind; 

  
 3 








 (t) any disposition made pursuant to the Acquisition Documents (as in effect on
the Issue Date); and 
 (u) dispositions in connection with the AR Facility Incurred in accordance with
Section 4.03(b)(xxviii). 
 “Bank Indebtedness” means any and all amounts payable under or in respect of (a) the
Credit Agreements and the other Credit Agreement Documents, as amended, restated, supplemented, waived, replaced (whether or not upon termination, and whether with the original lenders or otherwise), restructured, repaid, refunded, refinanced or
otherwise modified from time to time (including after termination of the Credit Agreements), including any agreement or indenture extending the maturity thereof, refinancing, replacing or otherwise restructuring all or any portion of the
Indebtedness under such agreement or agreements or indenture or indentures or any successor or replacement agreement or agreements or indenture or indentures or increasing the amount loaned or issued thereunder or altering the maturity thereof,
including principal, premium (if any), interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Issuer whether or not a claim for post-filing interest is allowed in such
proceedings), fees, charges, expenses, reimbursement obligations, guarantees and all other amounts payable thereunder or in respect thereof and (b) whether or not the Indebtedness referred to in clause (a) remains outstanding, if
designated by the Issuer to be included in this definition, one or more (A) debt facilities or commercial paper facilities, providing for revolving credit loans, term loans, reserve-based loans, securitization or receivables financing
(including through the sale of receivables to lenders or to special purpose entities formed to borrow from lenders against such receivables) or letters of credit, (B) debt securities, indentures or other forms of debt financing (including
convertible or exchangeable debt instruments or bank guarantees or bankers’ acceptances), or (C) instruments or agreements evidencing any other Indebtedness, in each case, with the same or different borrowers or issuers and, in each case,
as amended, supplemented, modified, extended, restructured, renewed, refinanced, restated, replaced or refunded in whole or in part from time to time. 

“Board of Directors” means, as to any Person, the board of directors or managers, as applicable, of such Person or any direct
or indirect parent of such Person (or, if such Person is a partnership, the board of directors or other governing body of the general partner of such Person) or any duly authorized committee thereof. 

“Business Day” means a day other than a Saturday, Sunday or other day on which banking institutions are authorized or
required by law to close in New York City or the place of payment. 
 “Capital Markets Indebtedness” means any Indebtedness
consisting of bonds, debentures, notes or other similar debt securities issued in (a) a public offering registered under the Securities Act, (b) a private placement to institutional investors that is resold in accordance with Rule 144A or
Regulation S of the Securities Act, whether or not it includes registration rights entitling the holders of such debt securities to registration thereof with the SEC or (c) a placement to institutional investors. For the avoidance of doubt, the
term “Capital Markets Indebtedness” shall not include any Indebtedness under commercial bank facilities or similar Indebtedness, Capitalized Lease Obligation or recourse transfer of any financial asset or any other type of Indebtedness
Incurred in a manner not customarily viewed as a “securities offering.” 
 “Capital Stock” means: 

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

  
 4 








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

“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) in accordance with GAAP; provided that obligations of the Issuer or its
Restricted Subsidiaries, or of a special purpose or other entity not consolidated with the Issuer and its Restricted Subsidiaries, either existing on the Issue Date or created thereafter that (a) initially were not included on the consolidated
balance sheet of the Issuer as capital lease obligations and were subsequently recharacterized as capital lease obligations or, in the case of such a special purpose or other entity becoming consolidated with the Issuer and its Restricted
Subsidiaries were required to be characterized as capital lease obligations upon such consideration, in either case, due to a change in accounting treatment or otherwise, or (b) did not exist on the Issue Date and were required to be
characterized as capital lease obligations but would not have been required to be treated as capital lease obligations on the Issue Date had they existed at that time, shall for all purposes not be treated as 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 accordance with GAAP, are or are
required to be reflected as capitalized costs on the consolidated balance sheet of such Person and such Restricted Subsidiaries. 

“Cash Equivalents” means: 

(1) U.S. dollars, pounds sterling, euros, the national currency of any member state in the European Union or such local currencies held by an
entity from time to time in the ordinary course of business; 
 (2) securities issued or directly and fully guaranteed or insured by the
U.S. government or any country that is a member of the European Union or any agency or instrumentality thereof in each case maturing not more than two years from the date of acquisition; 

(3) certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition,
bankers’ acceptances, in each case with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having capital and surplus in excess of $250.0 million and whose long-term debt is rated “A”
or the equivalent thereof by Moody’s or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency); 

(4) repurchase obligations for underlying securities of the types described in clauses (2) and (3) above entered into with any
financial institution meeting the qualifications specified in clause (3) above; 
 (5) commercial paper issued by a corporation (other
than an Affiliate of the Issuer) rated at least “A-1” or the equivalent thereof by Moody’s or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency) and in each case maturing within one year
after the date of acquisition; 

  
 5 








 (6) readily marketable direct obligations issued by any state of the United States of America or
any political subdivision thereof having one of the two highest rating categories obtainable from either Moody’s or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency) in each case with maturities not
exceeding two years from the date of acquisition; 
 (7) Indebtedness issued by Persons (other than the Sponsors or any of their Affiliates)
with a rating of “A” or higher from S&P or “A-2” or higher from Moody’s (or reasonably equivalent ratings of another internationally recognized ratings agency) in each case with maturities not exceeding two years from
the date of acquisition; 
 (8) investment funds investing at least 95.0% of their assets in securities of the types described in clauses
(1) through (7) above; and 
 (9) instruments equivalent to those referred to in clauses (1) through (8) above
denominated in any foreign currency comparable in credit quality and tenor to those referred to above and commonly used by corporations for cash management purposes in any jurisdiction outside the United States of America to the extent reasonably
required in connection with any business conducted by any Subsidiary organized in such jurisdiction. 
 “cash management
services” means cash management services for collections, treasury management services (including controlled disbursement, overdraft, automated clearing house fund transfer services, return items and interstate depository network services),
any demand deposit, payroll, trust or operating account relationships, commercial credit cards, merchant card, purchase or debit cards, non-card e-payables services, and other cash management services, including electronic funds transfer services,
lockbox services, stop payment services and wire transfer services. 
 “CFC” means a “controlled foreign
corporation” within the meaning of Section 957 of the Code. 
 “Change of Control” means the occurrence of either
of the following: 
 (1) the sale, lease or transfer, in one or a series of related transactions, of all or substantially all the assets of
the Issuer and its Subsidiaries, taken as a whole, to a Person other than any of the Permitted Holders; or 
 (2) the Issuer becomes aware
(by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) of the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of
the Exchange Act, or any successor provision), including any 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), other than any of the Permitted Holders, in a
single transaction or in a related series of transactions, by way of merger, consolidation, amalgamation 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 the Issuer. 
 “Code” means the Internal
Revenue Code of 1986, as amended. 
 “Consolidated Depreciation and Amortization Expense” means, with respect to any Person
for any period, the total amount of depreciation and amortization expense, including the amortization of 

  
 6 








 
intangible assets, deferred financing fees and Capitalized Software Expenditures and amortization of unrecognized prior service costs and actuarial gains and losses related to pensions and other
post-employment benefits, 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, the sum, without duplication, of: 

(1) consolidated interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted in
computing Consolidated Net Income (including the interest component of Capitalized Lease Obligations and net payments and receipts (if any) pursuant to interest rate Hedging Obligations, amortization of deferred financing fees and original issue
discount, debt issuance costs, commissions, fees and expenses, expensing of any bridge, commitment or other financing fees and non-cash interest expense attributable to movement in mark to market valuation of Hedging Obligations or other derivatives
(in each case permitted hereunder) under GAAP); plus 
 (2) consolidated capitalized interest of such Person and its Restricted Subsidiaries
for such period, whether paid or accrued; plus 
 (3) commissions, discounts, yield and other fees and charges Incurred in connection with
any Securitization Financing which are payable to Persons other than the Issuer and the Restricted Subsidiaries; minus 
 (4) interest
income 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 the Issuer 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 Subsidiaries for such period, on a consolidated basis; provided, however, that, without duplication: 
 (1) any net
after-tax extraordinary, nonrecurring or unusual gains or losses or income or expense or charge (less all fees and expenses relating thereto), any severance, relocation or other expense, restructuring expenses, any expenses related to any New
Office/Location or any reconstruction, decommissioning, recommissioning or reconfiguration of fixed assets for alternative uses, fees, expenses or charges relating to office or facility closing costs, rebranding costs, curtailments or modifications
to pension and post-retirement employee benefit plans, excess pension charges, acquisition integration costs, facility or office opening costs, signing, retention or completion bonuses, and expenses or charges related to any offering of Equity
Interests or debt securities, any Investment, acquisition, disposition, recapitalization or issuance, repayment, refinancing, amendment or modification of Indebtedness (in each case, whether or not successful), and any fees, expenses, charges or
change in control payments related to the Transactions (including any costs relating to auditing prior periods, any transition-related expenses, and transaction expenses Incurred before, on or after the Issue Date), in each case, shall be excluded;

 (2) any net after-tax income or loss from disposed of, abandoned, closed or discontinued operations or fixed assets and any net after-tax
gain or loss on disposition of disposed of, abandoned, closed or discontinued operations or fixed assets shall be excluded; 

  
 7 








 (3) any net after-tax gain or loss (less all fees and expenses or charges relating thereto)
attributable to business dispositions or asset dispositions other than in the ordinary course of business (as determined in good faith by the management of the Issuer) shall be excluded; 

(4) any net after-tax gain or loss (less all fees and expenses or charges relating thereto) attributable to the early extinguishment of
indebtedness, Hedging Obligations or other derivative instruments shall be excluded; 
 (5) (a) the Net Income for such period of any Person
that is not a Subsidiary of such Person, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be included only to the extent of the amount of dividends or distributions or other payments paid in cash
(or to the extent converted into cash) to the referent Person or a Subsidiary thereof (other than an Unrestricted Subsidiary of such referent Person) in respect of such period and (b) the Net Income for such period shall include any dividend,
distribution or other payment in cash (or to the extent converted into cash) received by the referent Person or a Subsidiary thereof (other than an Unrestricted Subsidiary of such referent Person) from any Person in excess of, but without
duplication of, the amounts included in subclause (a); 
 (6) the cumulative effect of a change in accounting principles during such period
shall be excluded; 
 (7) effects of purchase accounting adjustments (including the effects of such adjustments pushed down to such Person
and its Subsidiaries and including, without limitation, the effects of adjustments to (A) deferred rent, (B) deferred franchise fees, (C) Capitalized Lease Obligations or other obligations or deferrals attributable to capital spending
funds with suppliers or (D) any other deferrals of income) in amounts required or permitted by GAAP, resulting from the application of purchase accounting or the amortization or write-off of any amounts thereof, net of taxes, shall be excluded;

 (8) solely for the purpose of determining the amount available for Restricted Payments under clause (1) of the definition of
“Cumulative Credit,” the Net Income for such period of any Restricted Subsidiary (other than any Subsidiary Guarantor) shall be excluded to the extent that the declaration or payment of dividends or similar distributions by such 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, unless such restrictions with respect to the payment of dividends or similar distributions have been legally waived;
provided that the Consolidated Net Income of such Person shall be increased by the amount of dividends or other distributions or other payments actually paid in cash (or converted into cash) by any such Restricted Subsidiary to such Person,
to the extent not already included therein; 
 (9) any impairment charges or asset write-offs, in each case pursuant to GAAP, and the
amortization of intangibles and other fair value adjustments arising pursuant to GAAP shall be excluded; 
 (10) any non-cash compensation
charge or expenses realized or resulting from stock option plans, employee benefit plans or post-employment benefit plans, or grants or sales of stock, stock appreciation or similar rights, stock options, restricted stock, preferred stock or other
rights shall be excluded; 
 (11) accruals and reserves that are established or adjusted within 12 months after the Issue Date and that are
so required to be established or adjusted in accordance with GAAP or as a result of adoption or modification of accounting policies shall be excluded; 

  
 8 








 (12) non-cash gains, losses, income and expenses resulting from fair value accounting required by
the applicable standard under GAAP and related interpretations shall be excluded; 
 (13) any gain, loss, income, expense or charge
resulting from the application of any LIFO shall be excluded; 
 (14) any non-cash charges for deferred tax asset valuation allowances shall
be excluded; 
 (15) any currency translation gains and losses related to currency remeasurements of Indebtedness, and any net loss or gain
resulting from hedging transactions for currency exchange risk, shall be excluded; 
 (16) any deductions attributable to minority interests
shall be excluded; 
 (17) (i) the non-cash portion of “straight-line” rent expense shall be excluded, (ii) the cash portion
of “straight-line” rent expense which exceeds the amount expensed in respect of such rent expense shall be included, (iii) the non-cash amortization of tenant allowances shall be excluded, (iv) cash received from landlords for
tenant allowances shall be included and (v) to the extent not already included in Net Income, the cash portion of sublease rentals received shall be included (for the avoidance of doubt, the net effect of the adjustments in this clause
(17) as well as any related adjustments pursuant to clause (7) above shall be to compute rent expense and rental income on a cash basis for purposes of determining Consolidated Net Income); (a) to the extent covered by insurance 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 and only to the extent that such amount is (i) not denied by the
applicable carrier in writing within 180 days and (ii) in fact reimbursed within 365 days following the date of such evidence (with a deduction for any amount so added back to the extent not so reimbursed within such 365 days), expenses with
respect to liability or casualty events or business interruption shall be excluded and (b) amounts estimated in good faith to be received from insurance in respect of lost revenues or earnings in respect of liability or casualty events or
business interruption shall be included (with a deduction for amounts actually received up to such estimated amount to the extent included in Net Income in a future period); 

(18) (a) revenue received during the relevant period in advance of revenue recognition, for which recognition has been deferred under GAAP,
shall be included in the relevant period, and (b) the amount of deferred revenue recognized under GAAP during the relevant period shall be excluded to the extent such revenues were recognized in a prior period; and 

(19) an amount equal to the amount of Tax Distributions actually made to any parent or equity holder of such Person in respect of such period
in accordance with Section 4.04(b)(xii) regarding Tax Distributions shall be included as though such amounts had been paid as income taxes directly by such Person for such period. 

Notwithstanding the foregoing, for the purpose of Section 4.04 only, there shall be excluded from Consolidated Net Income any dividends,
repayments of loans or advances or other transfers of assets from Unrestricted Subsidiaries or Restricted Subsidiaries to the extent such dividends, repayments or transfers increase the amount of Restricted Payments permitted under Section 4.04
pursuant to clauses (4) and (5) of the definition of “Cumulative Credit.” 
 “Consolidated Non-Cash
Charges” means, with respect to any Person for any period, the non-cash expenses (other than Consolidated Depreciation and Amortization Expense) of such Person and its Restricted Subsidiaries reducing Consolidated Net Income of such Person
for such period on a 

  
 9 








 
consolidated basis and otherwise determined in accordance with GAAP, provided that if any such non-cash expenses represent an accrual or reserve for potential cash items in any future
period, the cash payment in respect thereof in such future period shall be subtracted from EBITDA in such future period to the extent paid, but excluding from this proviso, for the avoidance of doubt, amortization of a prepaid cash item that was
paid in a prior period. 
 “Consolidated Taxes” means, with respect to any Person for any period, the provision for taxes
based on income, profits or capital, including, without limitation, state, franchise, property and similar taxes, foreign withholding taxes (including penalties and interest related to such taxes or arising from tax examinations) and any Tax
Distributions taken into account in calculating Consolidated Net Income. 
 “Consolidated Total Indebtedness” means, as of
any date of determination, an amount equal to the sum (without duplication) of (1) the aggregate principal amount of all outstanding Indebtedness of the Issuer and the Restricted Subsidiaries (excluding any undrawn letters of credit) consisting
of bankers’ acceptances and Indebtedness for borrowed money, plus (2) the aggregate amount of all outstanding Disqualified Stock of the Issuer and the Restricted Subsidiaries and all Preferred Stock of Restricted Subsidiaries, with the
amount of such Disqualified Stock and Preferred Stock equal to the greater of their respective voluntary or involuntary liquidation preferences, in each case determined on a consolidated basis in accordance with GAAP. 

“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 (each, a “primary obligation”) 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: 
 (1) to purchase any such primary obligation or any property constituting direct or
indirect security therefor, 
 (2) to advance or supply funds: 

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

(b) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of
the primary obligor; or 
 (3) 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. 

“Corporate Trust Office” means the designated office of the Trustee in the United States of America at which at any time its
corporate trust business shall be administered, 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). 
 “CPC Facility” means
that certain Third Amended and Restated Credit Agreement (as amended by that certain Acknowledgment and Consent, effective as of November 26, 2014, and as may be further amended, restated or otherwise modified, or replaced by one or more
accounts payable or similar facilities, from time to time) effective as of February 28, 2014, among Castle Pines Capital LLC and Presidio Networked Solutions Group, LLC, (as successor to INX LLC and Bluewater Communications Group LLC). 

  
 10 








 “Credit Agreement Documents” means the collective reference to any Credit
Agreement, any notes issued pursuant thereto and the guarantees thereof, and the collateral documents relating thereto, as amended, supplemented, restated, renewed, refunded, replaced, restructured, repaid, refinanced or otherwise modified, in whole
or in part, from time to time. 
 “Credit Agreements” means (i) the Senior Secured Cash Flow Credit Agreement and
(ii) whether or not the credit agreement referred to in clause (i) remains outstanding, if designated by the Issuer to be included in the definition of “Credit Agreements,” one or more (A) debt facilities or commercial paper
facilities, providing for revolving credit loans, term loans, securitization or receivables financing (including through the sale of receivables to lenders or to special purpose entities formed to borrow from lenders against such receivables) or
letters of credit, (B) debt securities, indentures or other forms of debt financing (including convertible or exchangeable debt instruments or bank guarantees or bankers’ acceptances), or (C) instruments or agreements evidencing any
other Indebtedness, in each case, with the same or different borrowers or issuers and, in each case, as amended, supplemented, modified, extended, restructured, renewed, refinanced, restated, replaced or refunded in whole or in part from time to
time. 
 “Cumulative Credit” means the sum of (without duplication): 

(1) (a) $50.0 million plus (b) 50.0% of the Consolidated Net Income of the Issuer for the period (taken as one accounting period) from
January 1, 2015 to the end of the Issuer’s 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 proceeds, including cash and the Fair Market Value (as
determined in good faith by the Issuer) of property other than cash, received by the Issuer after the Issue Date (other than net proceeds to the extent such net proceeds have been used to Incur Indebtedness, Disqualified Stock or Preferred Stock
pursuant to Section 4.03(b)(xiii)) from the issue or sale of Equity Interests of the Issuer or any direct or indirect parent entity of the Issuer (excluding Refunding Capital Stock (as defined below), Designated Preferred Stock, Excluded
Contributions, and Disqualified Stock), including Equity Interests issued upon exercise of warrants or options (other than an issuance or sale to the Issuer or a Restricted Subsidiary), plus 

(3) 100.0% of the aggregate amount of contributions to the capital of the Issuer received in cash and the Fair Market Value (as determined in
good faith by the Issuer) of property other than cash after the Issue Date (other than Excluded Contributions, Refunding Capital Stock, Designated Preferred Stock, and Disqualified Stock and other than contributions to the extent such contributions
have been used to Incur Indebtedness, Disqualified Stock, or Preferred Stock pursuant to Section 4.03(b)(xiii)), plus 
 (4) 100.0% of
the principal amount of any Indebtedness, or the liquidation preference or maximum fixed repurchase price, as the case may be, of any Disqualified Stock of the Issuer or any Restricted Subsidiary issued after the Issue Date (other than Indebtedness
or Disqualified Stock issued to a Restricted Subsidiary) which has been converted into or exchanged for Equity Interests in the Issuer (other than Disqualified Stock) or any direct or indirect parent of the Issuer (provided, in the case of
any such parent, such Indebtedness or Disqualified Stock is retired or extinguished), plus 

  
 11 








 (5) 100.0% of the aggregate amount received by the Issuer or any Restricted Subsidiary in cash
and the Fair Market Value (as determined in good faith by the Issuer) of property other than cash received by the Issuer or any Restricted Subsidiary from: 

(A) the sale or other disposition (other than to the Issuer or a Restricted Subsidiary) of Restricted Investments made by the
Issuer and the Restricted Subsidiaries and from repurchases and redemptions of such Restricted Investments from the Issuer and the Restricted Subsidiaries by any Person (other than the Issuer or any Restricted Subsidiary) and from repayments of
loans or advances, and releases of guarantees, which constituted Restricted Investments (other than in each case to the extent that the Restricted Investment was made pursuant to Section 4.04(b)(vii)), 

(B) the sale (other than to the Issuer or a Restricted Subsidiary) of the Capital Stock of an Unrestricted Subsidiary, or 

(C) a distribution or dividend from an Unrestricted Subsidiary, plus 

(6) in the event any Unrestricted Subsidiary has been redesignated as a Restricted Subsidiary or has been merged, consolidated or amalgamated
with or into, or transfers or conveys its assets to, or is liquidated into, the Issuer or a Restricted Subsidiary, the Fair Market Value (as determined in good faith by the Issuer) of the Investment of the Issuer or the Restricted Subsidiaries in
such Unrestricted Subsidiary (which, if the Fair Market Value of such Investment shall exceed $25.0 million, shall be determined by the Board of Directors of the Issuer) at the time of such redesignation, combination or transfer (or of the assets
transferred or conveyed, as applicable) (other than in each case to the extent that the designation of such Subsidiary as an Unrestricted Subsidiary was made pursuant to Section 4.04(b)(vii) or constituted a Permitted Investment). 

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

“Designated Non-cash Consideration” means the Fair Market Value (as determined in good faith by the Issuer) of non-cash
consideration received by the Issuer or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officers’ Certificate, setting forth such valuation, less the amount of
Cash Equivalents received in connection with a subsequent sale of such Designated Non-cash Consideration. 
 “Designated Preferred
Stock” means Preferred Stock of the Issuer or any direct or indirect parent of the Issuer (other than Disqualified Stock), that is issued for cash (other than to the Issuer or any of its Subsidiaries or an employee stock ownership plan or
trust established by the Issuer or any of its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officers’ Certificate, on the issuance date thereof. 

“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 redeemable or exchangeable), or upon the happening of any event: 
 (1)
matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise (other than as a result of a change of control or asset sale), 

(2) is convertible or exchangeable for Indebtedness or Disqualified Stock of such Person or any of its Restricted Subsidiaries, or 

(3) is redeemable at the option of the holder thereof, in whole or in part (other than solely as a result of a change of control or asset
sale), 

  
 12 








 in each case prior to 91 days after the earlier of the maturity date of the Notes or the date the Notes are no
longer outstanding; provided, however, that only the portion of Capital Stock which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date
shall be deemed to be Disqualified Stock; provided, further, however, that if such Capital Stock is issued to any employee or to any plan for the benefit of employees of the Issuer 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 such Person in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s
termination, death or disability; provided, further, that any class of Capital Stock of such Person that by its terms authorizes such Person to satisfy its obligations thereunder by delivery of Capital Stock that is not Disqualified
Stock shall not be deemed to be Disqualified Stock. 
 “Domestic Subsidiary” means a Restricted Subsidiary that is not a
Foreign Subsidiary. 
 “EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such
Person and its Restricted Subsidiaries for such period plus, without duplication, to the extent the same was deducted in calculating Consolidated Net Income: 

(1) Consolidated Taxes; plus 

(2) Fixed Charges and costs of surety bonds in connection with financing activities; plus 

(3) Consolidated Depreciation and Amortization Expense; plus 

(4) Consolidated Non-Cash Charges; plus 

(5) any expenses or charges (other than Consolidated Depreciation and Amortization Expense) related to any issuance of Equity Interests,
Investment, acquisition, New Office/Location, disposition, recapitalization or the Incurrence, modification or repayment of Indebtedness permitted to be Incurred by this Indenture (including a refinancing thereof) (whether or not successful),
including (i) such fees, expenses or charges related to the Transactions, the Notes, the Subordinated Notes, or any Bank Indebtedness, or the AR Facility or CPC Facility, (ii) any amendment or other modification of the Notes or other
Indebtedness and (iii) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Qualified Securitization Financing; plus 

(6) business optimization expenses and other restructuring charges or reserves (which, for the avoidance of doubt, shall include the effect of
inventory optimization programs, office or facility closures, headcount savings, product margin and integration savings, office or facility consolidations and openings, retention, severance, systems establishment costs, contract termination costs,
future lease commitments and excess pension charges) and Pre-Opening Expenses; provided that the aggregate amount of such business optimization expenses and other restructuring charges or reserves and Pre-Opening Expenses for any period shall
not, when combined with the aggregate amount of adjustments made pursuant to the fourth paragraph of the definition of “Fixed Charge Coverage Ratio,” the third paragraph of the definition of “Net Secured Leverage Ratio,” the
third paragraph of the definition of “Net Total Leverage Ratio” and the third paragraph of the definition of “Pro Forma EBITDA” (in each case, as may be applicable), exceed 25% of EBITDA for such period, prior to giving effect to
such adjustments (but, for the avoidance of doubt, after giving effect to other pro forma adjustments); plus 
 (7) the amount of loss or
discount on sale of assets to a Securitization Subsidiary in connection with a Qualified Securitization Financing; plus 

  
 13 








 (8) any costs or expense Incurred 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 the Issuer or net cash proceeds of an
issuance of Equity Interests of the Issuer (other than Disqualified Stock) solely to the extent that such net cash proceeds are excluded from the calculation of the Cumulative Credit; plus 

(9) [Reserved]; 
 (10) the
amount of any loss attributable to a New Office/Location, until the date that is 24 months after the date of completing the construction, acquisition or creation of such New Office/Location, as the case may be; provided that (a) such
losses are reasonably identifiable and factually supportable and (b) losses attributable to such New Office/Location after 24 months from the date of completing such construction, acquisition, assembling or creation, as the case may be, shall
not be included in this clause (10); plus 
 (11) the amount of any management, monitoring, consulting, transaction and advisory fees and
related expenses paid to the Sponsors (or any accruals relating to such fees and related expenses) during such period to the extent otherwise permitted by Section 4.07, including, if applicable, the amount of termination fees paid pursuant to
Section 4.07(b)(xx); plus 
 (12) with respect to any joint venture that is not a Subsidiary and solely to the extent relating to any
Net Income referred to in clause (7) of the definition of “Consolidated Net Income,” an amount equal to the proportion of those items described in clauses (1) and (2) above relating to such joint venture corresponding to the
Issuer’s and the Restricted Subsidiaries’ proportionate share of such joint venture’s Consolidated Net Income (determined as if such joint venture were a Subsidiary); plus 

(13) one-time costs associated with commencing Public Company Compliance; and less, without duplication, to the extent the same increased
Consolidated Net Income, 
 (14) non-cash items increasing Consolidated Net Income for such period (excluding the recognition of deferred
revenue or any items which represent the reversal of any accrual of, or cash reserve for, anticipated cash charges that reduced EBITDA in any prior period and any items for which cash was received in a prior period). 

Notwithstanding anything to the contrary contained herein and subject to adjustments permitted hereunder with respect to acquisitions,
dispositions and other transactions occurring following the Issue Date, for purposes of determining EBITDA, EBITDA for the fiscal quarter ended (1) March 31, 2014, shall be deemed to be $36.8 million, (2) June 30, 2014, shall be
deemed to be $43.5 million and (3) September 30, 2014, shall be deemed to be $55.1 million. 
 “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 after the Issue Date of common Capital Stock or Preferred Stock of the
Issuer or any direct or indirect parent of the Issuer, as applicable (other than Disqualified Stock), other than: 
 (1) public offerings
with respect to the Issuer’s or such direct or indirect parent’s common stock registered on Form S-4 or Form S-8; 

  
 14 








 (2) issuances to any Subsidiary of the Issuer; and 

(3) any such public or private sale that constitutes an Excluded Contribution. 

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated
thereunder. 
 “Excluded Contributions” means the Cash Equivalents or other assets (valued at their Fair Market Value as
determined in good faith by senior management or the Board of Directors of the Issuer) received by the Issuer after the Issue Date from: 

(1) contributions to its common equity capital, and 

(2) the sale (other than to a Subsidiary of the Issuer or to any Subsidiary management equity plan or stock option plan or any other
management or employee benefit plan or agreement) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of the Issuer, 
 in each
case designated as Excluded Contributions pursuant to an Officers’ Certificate. 
 “Excluded Subsidiary” means
(a) each Unrestricted Subsidiary, (b) each Domestic Subsidiary that is not a Wholly Owned Subsidiary (for so long as such Subsidiary remains a non-Wholly Owned Subsidiary), (c) each Domestic Subsidiary that is prohibited from
guaranteeing the Notes by any requirement of law or that would require consent, approval, license or authorization of a governmental authority to guarantee the Notes (unless such consent, approval, license or authorization has been received),
(d) each Domestic Subsidiary that is prohibited by any applicable contractual requirement from guaranteeing the Notes on the Issue Date or at the time such Subsidiary becomes a Subsidiary (to the extent not Incurred in connection with becoming
a Subsidiary and in each case for so long as such restriction or any replacement or renewal thereof is in effect), (e) any Foreign Subsidiary, (f) any Domestic Subsidiary (i) that owns no material assets (directly or through its
Subsidiaries) other than equity interests of one or more Foreign Subsidiaries that are CFCs or (ii) that is a direct or indirect Subsidiary of a Foreign Subsidiary, (g) any Securitization Subsidiary and (h) any Subsidiary (other than
a Significant Subsidiary) that (i) did not, as of the last day of the fiscal quarter of the Issuer most recently ended, have assets with a value in excess of 5.0% of Total Assets or revenues representing in excess of 5.0% of total revenues of
the Issuer and the Restricted Subsidiaries on a consolidated basis as of such date and (ii) taken together with all other such Subsidiaries being excluded pursuant to this clause (h), as of the last day of the fiscal quarter of the Issuer most
recently ended, did not have assets with a value in excess of 10.0% of Total Assets or revenues representing in excess of 10.0% of total revenues of the Issuer and the Restricted Subsidiaries on a consolidated basis as of such date. 

“Fair Market Value” means, with respect to any asset or property, the price which could be negotiated in an arm’s-length
transaction, for cash, between a willing seller and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction. 

“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 the Issuer or any of its Restricted Subsidiaries Incurs, repays, repurchases or redeems any Indebtedness (other than in the case of any Qualified Securitization Financing,
in which case interest expense shall be computed based upon the average daily balance of such Indebtedness during the applicable period) or issues, repurchases 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 the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Fixed Charge  

  
 15 








 
Calculation Date”), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such Incurrence, repayment, repurchase or redemption of Indebtedness, or
such issuance, repurchase or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period; provided that the Issuer may elect pursuant to an Officers’ Certificate
delivered to the Trustee to treat all or any portion of the commitment under any Indebtedness as being Incurred at such time, in which case any subsequent Incurrence of Indebtedness under such commitment shall not be deemed, for purposes of this
calculation, to be an Incurrence at such subsequent time. 
 To the extent (i) the Issuer elects pursuant to an Officers’
Certificate delivered to the Trustee to treat all or any portion of the commitment under any Indebtedness as being Incurred or (ii) the Issuer or any Restricted Subsidiary elects to treat Indebtedness as having been Incurred prior to the actual
Incurrence thereof pursuant to Section 4.03(c)(3), the Issuer shall deem all or such portion of such commitment or such Indebtedness, as applicable, as having been Incurred and to be outstanding for purposes of calculating the Fixed Charge
Coverage Ratio for any period in which the Issuer makes any such election and for any subsequent period until such commitments or such Indebtedness, as applicable, are no longer outstanding. 

For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, amalgamations, consolidations and
discontinued operations (as determined in accordance with GAAP), in each case with respect to an operating unit of a business, and any operational changes, business realignment projects or initiatives, restructurings or reorganizations that the
Issuer or any Restricted Subsidiary has determined to make and/or made during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Fixed Charge Calculation Date (each, for purposes of
this definition, a “pro forma event”) shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, amalgamations, consolidations, discontinued operations and other operational
changes, business realignment projects or initiatives, restructurings or reorganizations (and the change of any associated fixed charge obligations 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 the Issuer or any Restricted Subsidiary since the beginning of such period shall have made any Investment,
acquisition, disposition, merger, consolidation, amalgamation, discontinued operation, operational change, business realignment project or initiative, restructuring or reorganization, in each case with respect to an operating unit of a business,
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, discontinued operation,
merger, amalgamation, consolidation, operational change, business realignment project or initiative, restructuring or reorganization had occurred at the beginning of the applicable four-quarter period. If since the beginning of such period any
Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is designated a Restricted Subsidiary, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as
if such designation 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 any pro forma event, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Issuer. Any such pro forma calculation may include adjustments appropriate, in the
reasonable good faith determination of the Issuer as set forth in an Officers’ Certificate, to reflect (1) operating expense reductions and other operating improvements or synergies reasonably expected to result from the applicable event
to the extent such operating expense reductions and other operating improvements or synergies are reasonably expected to be realized within 24 months of such event, and (2) all adjustments of the nature used in connection with the calculation
of “Adjusted EBITDA” as set forth in footnote (1) to the “Summary Historical and Pro Forma Consolidated Financial Data” under “Summary” in the Offering 

  
 16 








 
Memorandum to the extent such adjustments, without duplication, continue to be applicable to such four-quarter period; provided that the aggregate amount of adjustments made pursuant to
this paragraph for any period shall not, when combined with the aggregate amount of adjustments made pursuant to clause (6) of the definition of “EBITDA,” exceed 25% of EBITDA for such period, prior to giving effect to such
adjustments (but, for the avoidance of doubt, after giving effect to other pro forma adjustments). 
 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 Calculation Date had been the applicable rate for the entire period (taking into account
any Hedging Obligations applicable to such Indebtedness if such Hedging Obligation has a remaining term in excess of 12 months). 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 the Issuer 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. 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 the Issuer may designate.

 For purposes of this definition, any amount in a currency other than U.S. dollars will be converted to U.S. dollars based on the average
exchange rate for such currency for the most recent 12-month period immediately prior to the date of determination in a manner consistent with that used in calculating EBITDA for the applicable period. 

“Fixed Charges” means, with respect to any Person for any period, the sum, without duplication, of: (1) Consolidated
Interest Expense (excluding amortization or write-off of deferred financing costs) of such Person for such period, and (2) all cash dividend payments (excluding items eliminated in consolidation) on any series of Preferred Stock or Disqualified
Stock of such Person and its Restricted Subsidiaries. 
 “Foreign Subsidiary” means a Restricted Subsidiary not organized
or existing under the laws of the United States of America or any state thereof or the District of Columbia. 
 “GAAP”
means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the
Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect on the Issue Date. For the purposes of this Indenture, the term
“consolidated” with respect to any Person means such Person consolidated with its Restricted Subsidiaries, and does not include any Unrestricted Subsidiary, but the interest of such Person in an Unrestricted Subsidiary is accounted
for as an Investment. 
 “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, without limitation, letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations. The amount of any
guarantee shall be deemed to be an amount equal to the stated or determinable amount of the Indebtedness in respect of which such guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as
determined by such Person in good faith. 

  
 17 








 “Hedging Obligations” means, with respect to any Person, the obligations of such
Person under: 
 (1) currency exchange, interest rate or commodity swap agreements, currency exchange, interest rate or commodity cap
agreements and currency exchange, interest rate or commodity collar agreements; and 
 (2) other agreements or arrangements designed to
protect such Person against fluctuations in currency exchange, interest rates or commodity prices. 
 “holder” means the
Person in whose name a Note is registered on the Registrar’s books. 
 “Incur” means issue, assume, guarantee, incur
or otherwise become liable for; provided, however, that any Indebtedness or Capital Stock of a Person existing at the time such Person becomes a Subsidiary (whether by merger, amalgamation, consolidation, acquisition or otherwise)
shall be deemed to be Incurred by such Person at the time it becomes a Subsidiary. 
 “Indebtedness” means, with respect to
any Person: 
 (1) the principal of any indebtedness of such Person, whether or not contingent, (a) in respect of borrowed money,
(b) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without duplication, reimbursement agreements in respect thereof), (c) representing the deferred and unpaid purchase
price of any property (except any such balance that constitutes (i) a trade payable or similar obligation to a trade creditor Incurred in the ordinary course of business, (ii) any earn-out obligations until such obligation becomes a
liability on the balance sheet of such Person in accordance with GAAP and (iii) liabilities accrued in the ordinary course of business), which purchase price is due more than 12 months after the date of placing the property in service or taking
delivery and title thereto, (d) in respect of Capitalized Lease Obligations, or (e) representing any Hedging Obligations, if and to the extent that any of the foregoing indebtedness would appear as a liability on a balance sheet (excluding
the footnotes thereto) of such Person prepared in accordance with GAAP; 
 (2) to the extent not otherwise included, any obligation of such
Person to be liable for, or to pay, as obligor, guarantor or otherwise, the obligations referred to in clause (1) of another Person (other than by endorsement of negotiable instruments for collection in the ordinary course of business); and

 (3) to the extent not otherwise included, Indebtedness of another Person secured by a Lien on any asset owned by such Person (whether or
not such Indebtedness is assumed by such Person); provided, however, that the amount of such Indebtedness will be the lesser of: (a) the Fair Market Value (as determined in good faith by the Issuer) of such asset at such date of
determination, and (b) the amount of such Indebtedness of such other Person; 
 provided, however, that, notwithstanding the foregoing,
Indebtedness shall be deemed not to include (1) Contingent Obligations Incurred in the ordinary course of business and not in respect of borrowed money; (2) deferred or prepaid revenues; (3) purchase price holdbacks in respect of a
portion of the purchase price of an asset to satisfy warranty or other unperformed obligations of the respective seller; (4) Obligations under or in respect of Qualified Securitization Financing; (5) trade and other ordinary course
payables, accrued expenses and intercompany liabilities arising in the ordinary course of business; (6) obligations under the Acquisition Documents; (7) obligations in respect of Third-Party Funds; (8) in the case of the Issuer and
its Restricted Subsidiaries (x) all intercompany Indebtedness having a term not exceeding 364 days (inclusive of any roll-over or extensions of terms) and made in the ordinary course of business and (y) intercompany liabilities in
connection with cash management, tax and accounting 

  
 18 








 
operations of the Issuer and its Restricted Subsidiaries; (9) Obligations under accounts payable facilities, including the CPC Facility and any similar facility or facilities entered into in
lieu thereof or in addition thereto and (10) any obligations under Hedging Obligations; provided that such agreements are entered into for bona fide hedging purposes of the Issuer or its Restricted Subsidiaries (as determined in good
faith by the board of directors or senior management of the Issuer, whether or not accounted for as a hedge in accordance with GAAP) and, in the case of any foreign exchange contract, currency swap agreement, futures contract, option contract or
other similar agreement, such agreements are related to business transactions of the Issuer or its Restricted Subsidiaries entered into in the ordinary course of business and, in the case of any interest rate protection agreement, interest rate
future agreement, interest rate option agreement, interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedge agreement or other similar agreement or arrangement, such agreements substantially
correspond in terms of notional amount, duration and interest rates, as applicable, to Indebtedness of the Issuer or its Restricted Subsidiaries Incurred without violation of this Indenture. 

Notwithstanding anything in this Indenture to the contrary, Indebtedness shall not include, and shall be calculated without giving effect to,
the effects of Statement of Financial Accounting Standards No. 133 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; and any such amounts that would have constituted Indebtedness under this Indenture but for the application of this sentence shall not be deemed an Incurrence of
Indebtedness under this Indenture. 
 “Indenture” means this Indenture as amended or supplemented from time to time. 

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

“Interest Payment Date” has the meaning set forth in Exhibit A hereto. 

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s or BBB- (or the
equivalent) by S&P, or an equivalent rating by any other Rating Agency. 
 “Investment Grade Securities” means: 

(1) securities issued or directly and fully guaranteed or insured by the U.S. government or any agency or instrumentality thereof (other than
Cash Equivalents), 
 (2) securities that have a rating equal to or higher than Baa3 (or equivalent) by Moody’s and BBB- (or
equivalent) by S&P, but excluding any debt securities or loans or advances between and among the Issuer and its Subsidiaries, 
 (3)
investments in any fund that invests exclusively in investments of the type described in clauses (1) and (2) which fund may also hold immaterial amounts of cash pending investment and/or distribution, and 

(4) corresponding instruments in countries other than the United States customarily utilized for high-quality investments and in each case
with maturities not exceeding two years from the date of acquisition. 

  
 19 








 “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 and advances to customers and commission, travel and similar advances to officers,
employees and consultants made in the ordinary course of business and any assets or securities received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent
or limit loss and any prepayments and other credits to suppliers 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 of such Person 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 4.04: 
 (1) “Investments” shall include
the portion (proportionate to the Issuer’s equity interest in such Subsidiary) of the Fair Market Value (as determined in good faith by the Issuer) of the net assets of a Subsidiary of the Issuer at the time that such Subsidiary is designated
an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Issuer shall be deemed to continue to have a permanent “Investment” in an Unrestricted
Subsidiary equal to an amount (if positive) equal to: 
 (a) the Issuer’s “Investment” in such Subsidiary at
the time of such redesignation less 
 (b) the portion (proportionate to the Issuer’s equity interest in such
Subsidiary) of the Fair Market Value (as determined in good faith by the Issuer) of the net assets of such Subsidiary at the time of such redesignation; and 

(2) any property transferred to or from an Unrestricted Subsidiary shall be valued at its Fair Market Value (as determined in good faith by
the Issuer) at the time of such transfer, in each case as determined in good faith by the Board of Directors of the Issuer. 

“Issue Date” means the date on which the Notes are originally issued. 

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or similar encumbrance of any
kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law (including any conditional sale or other title retention agreement or any lease in the nature thereof); provided that in no event shall
an operating lease or an agreement to sell be deemed to constitute a Lien. 
 “Management Group” means the group consisting
of the directors, executive officers and other management personnel of the Issuer or any direct or indirect parent of the Issuer, as the case may be, on the Issue Date together with (1) any new directors whose election by such boards of
directors or whose nomination for election by the shareholders of the Issuer or any direct or indirect parent of the Issuer, as applicable, was approved by a vote of a majority of the directors of the Issuer or any direct or indirect parent of the
Issuer, as applicable, then still in office who were either directors on the Issue Date or whose election or nomination was previously so approved and (2) executive officers and other management personnel of the Issuer or any direct or indirect
parent of the Issuer, as applicable, hired at a time when the directors on the Issue Date together with the directors so approved constituted a majority of the directors of the Issuer or any direct or indirect parent of the Issuer, as applicable.


  
 20 








 “Market Capitalization” means an amount equal to (i) the total number of
issued and outstanding shares of Capital Stock of the Issuer or any direct or indirect parent of the Issuer on the date of the declaration of the relevant dividend multiplied by (ii) the arithmetic mean of the closing prices per share of such
Capital Stock for the 30 consecutive trading days immediately preceding the date of declaration of such dividend. 

“Moody’s” means Moody’s Investors Service, Inc. or any successor to the rating agency business thereof. 

“Net Income” means, with respect to any Person, the net income (loss) of such Person and its Restricted Subsidiaries,
determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends. 
 “Net Proceeds”
means the aggregate cash proceeds received by the Issuer or any Restricted Subsidiary in respect of any Asset Sale (including, without limitation, any cash received in respect of or upon the sale or other disposition of any Designated Non-cash
Consideration received in any Asset Sale and any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise, but only as and when received, but excluding the assumption by the acquiring
Person of Indebtedness relating to the disposed assets or other consideration received in any other non-cash form), net of the direct costs relating to such Asset Sale and the sale or disposition of such Designated Non-cash Consideration (including,
without limitation, legal, accounting and investment banking fees, and brokerage and sales commissions), and any relocation expenses Incurred as a result thereof, taxes paid or payable as a result thereof (including Tax Distributions and after
taking into account any available tax credits or deductions and any tax sharing arrangements related solely to such disposition), amounts required to be applied to the repayment of principal, premium (if any) and interest on Indebtedness required
(other than pursuant to Section 4.06(b)(i)) to be paid as a result of such transaction, and any deduction of appropriate amounts to be provided by the Issuer as a reserve in accordance with GAAP against any liabilities associated with the asset
disposed of in such transaction and retained by the Issuer after such sale or other disposition thereof, including, without limitation, pension and other post-employment benefit liabilities and liabilities related to environmental matters or against
any indemnification obligations associated with such transaction. 
 “Net Secured Leverage Ratio” means, with respect to
any Person, at any date, the ratio of (i) Secured Indebtedness of such Person and its Restricted Subsidiaries as of such date of calculation (determined on a consolidated basis in accordance with GAAP) less the amount of cash and Cash
Equivalents in excess of any Restricted Cash that would be stated on the balance sheet of such Person and its Restricted Subsidiaries and held by such Person and its Restricted Subsidiaries as of such date of determination to (ii) EBITDA of
such Person for the four full fiscal quarters for which internal financial statements are available immediately preceding such date on which such additional Indebtedness is Incurred. In the event that the Issuer or any Restricted Subsidiary Incurs,
repays, repurchases or redeems any Indebtedness subsequent to the commencement of the period for which the Net Secured Leverage Ratio is being calculated but prior to the event for which the calculation of the Net Secured Leverage Ratio is made (the
“Secured Leverage Calculation Date”), then the Net Secured Leverage Ratio shall be calculated giving pro forma effect to such Incurrence, repayment, repurchase or redemption of Indebtedness, or such issuance, repurchase or
redemption of Disqualified Stock or Preferred Stock as if the same had occurred at the beginning of the applicable four-quarter period; provided that the Issuer may elect pursuant to an Officers’ Certificate delivered to the Trustee to
treat all or any portion of the commitment under any Indebtedness as being Incurred at such time, in which case any subsequent Incurrence of Indebtedness under such commitment shall not be deemed, for purposes of this calculation, to be an
Incurrence at such subsequent time. 

  
 21 








 For purposes of making the computation referred to above, Investments, acquisitions,
dispositions, mergers, amalgamations, consolidations and discontinued operations (as determined in accordance with GAAP), in each case with respect to an operating unit of a business, and any operational changes, business realignment projects or
initiatives, restructurings or reorganizations that the Issuer or any Restricted Subsidiary has determined to make and/ or made during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with
the Secured Leverage Calculation Date (each, for purposes of this definition, a “pro forma event”) shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, amalgamations,
consolidations, discontinued operations and other operational changes, business realignment projects or initiatives, restructurings or reorganizations (and the change of any associated fixed charge obligations 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 the Issuer or any Restricted Subsidiary since
the beginning of such period shall have made any Investment, acquisition, disposition, merger, consolidation, amalgamation, discontinued operation, operational change, business realignment project or initiative, restructuring or reorganization, in
each case with respect to an operating unit of a business, that would have required adjustment pursuant to this definition, then the Net Secured Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such
Investment, acquisition, disposition, discontinued operation, merger, amalgamation, consolidation, operational change, business realignment project or initiative, restructuring or reorganization had occurred at the beginning of the applicable
four-quarter period. If since the beginning of such period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is designated a Restricted Subsidiary, then the Net Secured Leverage Ratio shall be
calculated giving pro forma effect thereto for such period as if such designation 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 any pro forma event, the pro forma calculations shall be made in
good faith by a responsible financial or accounting officer of the Issuer. Any such pro forma calculation may include adjustments appropriate, in the reasonable good faith determination of the Issuer as set forth in an Officers’ Certificate, to
reflect (1) operating expense reductions and other operating improvements or synergies reasonably expected to result from the applicable event to the extent such operating expense reductions and other operating improvements or synergies are
reasonably expected to be realized within 24 months of such event, and (2) all adjustments of the nature used in connection with the calculation of “Adjusted EBITDA” as set forth in footnote (1) to the “Summary Unaudited Pro
Forma Consolidated Financial Data” under “Summary” in the Offering Memorandum to the extent such adjustments, without duplication, continue to be applicable to such four-quarter period; provided that the aggregate amount of
adjustments made pursuant to this paragraph for any period shall not, when combined with the aggregate amount of adjustments made pursuant to clause (6) of the definition of “EBITDA,” exceed 25% of EBITDA for such period, prior to
giving effect to such adjustments (but, for the avoidance of doubt, after giving effect to other pro forma adjustments). 
 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 Secured Leverage Calculation Date had been the applicable rate for the entire
period (taking into account any Hedging Obligations applicable to such Indebtedness if such Hedging Obligation has a remaining term in excess of 12 months). 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 the Issuer 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. 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 the Issuer may designate. 

  
 22 








 For purposes of this definition, any amount in a currency other than U.S. dollars will be
converted to U.S. dollars based on the average exchange rate for such currency for the most recent 12-month period immediately prior to the date of determination in a manner consistent with that used in calculating EBITDA for the applicable period.

 “Net Total Leverage Ratio” means, with respect to any Person, at any date, the ratio of (i) Consolidated Total
Indebtedness of such Person and its Restricted Subsidiaries as of such date of calculation (determined on a consolidated basis in accordance with GAAP) less the amount of cash and Cash Equivalents in excess of any Restricted Cash that would be
stated on the balance sheet of such Person and its Restricted Subsidiaries and held by such Person and its Restricted Subsidiaries as of such date of determination to (ii) EBITDA of such Person for the four full fiscal quarters for which
internal financial statements are available immediately preceding such date on which such additional Indebtedness is Incurred. In the event that the Issuer or any Restricted Subsidiary Incurs, repays, repurchases or redeems any Indebtedness
subsequent to the commencement of the period for which the Net Total Leverage Ratio is being calculated but prior to the event for which the calculation of the Net Total Leverage Ratio is made (the “Total Leverage Calculation
Date”), then the Net Total Leverage Ratio shall be calculated giving pro forma effect to such Incurrence, repayment, repurchase or redemption of Indebtedness, or such issuance, repurchase or redemption of Disqualified Stock or Preferred
Stock as if the same had occurred at the beginning of the applicable four-quarter period; provided that the Issuer may elect pursuant to an Officers’ Certificate delivered to the Trustee to treat all or any portion of the commitment
under any Indebtedness as being Incurred at such time, in which case any subsequent Incurrence of Indebtedness under such commitment shall not be deemed, for purposes of this calculation, to be an Incurrence at such subsequent time. 

For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, amalgamations, consolidations and
discontinued operations (as determined in accordance with GAAP), in each case with respect to an operating unit of a business, and any operational changes, business realignment projects or initiatives, restructurings or reorganizations that the
Issuer or any Restricted Subsidiary has determined to make and/or made during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Total Leverage Calculation Date (each, for purposes
of this definition, a “pro forma event”) shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, amalgamations, consolidations, discontinued operations and other operational
changes, business realignment projects or initiatives, restructurings or reorganizations (and the change of any associated fixed charge obligations 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 the Issuer or any Restricted Subsidiary since the beginning of such period shall have made any Investment,
acquisition, disposition, merger, consolidation, amalgamation, discontinued operation, operational change, business realignment project or initiative, restructuring or reorganization, in each case with respect to an operating unit of a business,
that would have required adjustment pursuant to this definition, then the Net Total Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, discontinued operation, merger,
amalgamation, consolidation, operational change, business realignment project or initiative, restructuring or reorganization had occurred at the beginning of the applicable four-quarter period. If since the beginning of such period any Restricted
Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is designated a Restricted Subsidiary, then the Net Total Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such designation
had occurred at the beginning of the applicable four-quarter period. 

  
 23 








 For purposes of this definition, whenever pro forma effect is to be given to any pro forma event,
the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Issuer. Any such pro forma calculation may include adjustments appropriate, in the reasonable good faith determination of the Issuer
as set forth in an Officers’ Certificate, to reflect (1) operating expense reductions and other operating improvements or synergies reasonably expected to result from the applicable event to the extent such operating expense reductions and
other operating improvements or synergies are reasonably expected to be realized within 24 months of such event, and (2) all adjustments of the nature used in connection with the calculation of “Adjusted EBITDA” as set forth in
footnote (1) to the “Summary Unaudited Pro Forma Consolidated Financial Data” under “Summary” in the Offering Memorandum to the extent such adjustments, without duplication, continue to be applicable to such four-quarter
period; provided that the aggregate amount of adjustments made pursuant to this paragraph for any period shall not, when combined with the aggregate amount of adjustments made pursuant to clause (6) of the definition of
“EBITDA,” exceed 25% of EBITDA for such period, prior to giving effect to such adjustments (but, for the avoidance of doubt, after giving effect to other pro forma adjustments). 

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 Total Leverage Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness if such Hedging Obligation has a remaining
term in excess of 12 months). 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 the Issuer 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. 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 the Issuer may designate. 

For purposes of this definition, any amount in a currency other than U.S. dollars will be converted to U.S. dollars based on the average
exchange rate for such currency for the most recent 12-month period immediately prior to the date of determination in a manner consistent with that used in calculating EBITDA for the applicable period. 

“New Office/Location” means each office, plant, facility, branch or store or other business location which is either a new
office, plant, facility, branch or store or other business location or an expansion, relocation, remodeling, or substantial modernization of an existing office, plant, facility, branch or store or other business location owned by the Issuer or the
Restricted Subsidiaries which in fact commences operations or otherwise opens for use by the business. 
 “Notes
Obligations” means Obligations in respect of the Notes, this Indenture and the Subsidiary Guarantees. 

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements (including, without
limitation, reimbursement obligations with respect to letters of credit and bankers’ acceptances), damages and other liabilities payable under the documentation governing any Indebtedness; provided that Obligations with respect to the
Notes shall not include fees or indemnifications in favor of third parties other than the Trustee and holders of Notes. 
 “Offering
Memorandum” means the offering memorandum, dated January 30, 2015, relating to the issuance of the Initial Notes. 

  
 24 








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

“Officers’ Certificate” means a certificate signed on behalf of the Issuer by two Officers of the Issuer, one of whom
must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Issuer, which meets the requirements set forth in this Indenture. 

“Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an
employee of or counsel to the Issuer. 
 “Pari Passu Indebtedness” means: (a) with respect to the Issuer, the Notes
and any Indebtedness which ranks pari passu in right of payment to the Notes; and (b) with respect to any Subsidiary Guarantor, its Subsidiary Guarantee and any Indebtedness which ranks pari passu in right of payment to such Subsidiary
Guarantor’s Subsidiary Guarantee. 
 “Permitted Holders” means, at any time, each of (i) the Sponsors,
(ii) the Management Group, (iii) any Person that has no material assets other than the Capital Stock of the Issuer and, directly or indirectly, holds or acquires 100.0% of the total voting power of the Voting Stock of the Issuer, and of
which no other Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), other than any of the other Permitted Holders specified in the foregoing clauses (i),
(ii) and (iii), holds more than 50.0% of the total voting power of the Voting Stock thereof and (iv) any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision) the
members of which include any of the Permitted Holders specified in clauses (i), (ii) and (iii) above and that, directly or indirectly, hold or acquire beneficial ownership of the Voting Stock of the Issuer (a “Permitted Holder
Group”), so long as (1) each member of the Permitted Holder Group has voting rights proportional to the percentage of ownership interests held or acquired by such member and (2) no Person or other “group” (other than
Permitted Holders specified in clauses (i), (ii) and (iii) above) beneficially owns more than 50.0% on a fully diluted basis of the Voting Stock held by the Permitted Holder Group. Any Person or group whose acquisition of beneficial
ownership constitutes a Change of Control in respect of which a Change of Control Offer is made in accordance with the requirements of this Indenture will thereafter, together with its Affiliates, constitute an additional Permitted Holder. 

“Permitted Investments” means: 

(1) any Investment in the Issuer or any Restricted Subsidiary; 

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

(3) any Investment by the Issuer or any Restricted Subsidiary in a Person or division or line of business of a Person if as a result of such
Investment (a) such Person becomes a Restricted Subsidiary (or such division or line of business is owned by a Restricted Subsidiary), or (b) such Person, in one transaction or a series of related transactions, is merged, consolidated or
amalgamated with or into, or transfers or conveys all or substantially all of its assets to, or is liquidated into, the Issuer or a Restricted Subsidiary; 

(4) any Investment in securities or other assets not constituting Cash Equivalents and received in connection with an Asset Sale made pursuant
to Section 4.06 or any other disposition of assets not constituting an Asset Sale; 

  
 25 








 (5) any Investment existing on, or made pursuant to binding commitments existing on, the Issue
Date or an Investment consisting of any extension, modification or renewal of any Investment existing on the Issue Date; provided that the amount of any such Investment may be increased (x) as required by the terms of such Investment as
in existence on the Issue Date or (y) as otherwise permitted under this Indenture; 
 (6) loans and advances to officers, directors,
employees or consultants of the Issuer or any of its Subsidiaries (i) in the ordinary course of business in an aggregate outstanding amount (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs
thereof) not to exceed the greater of $20.0 million and 0.9% of Total Assets of the Issuer, (ii) in respect of payroll payments and expenses in the ordinary course of business and (iii) in connection with such person’s purchase of
Equity Interests of the Issuer or any direct or indirect parent of the Issuer solely to the extent that the amount of such loans and advances shall be contributed to the Issuer in cash as common equity; 

(7) any Investment acquired by the Issuer or any Restricted Subsidiary (a) in exchange for any other Investment or accounts receivable
held by the Issuer or such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the Issuer of such other Investment or accounts receivable, or (b) as a result of a foreclosure
by the Issuer or any Restricted Subsidiary with respect to any secured Investment or other transfer of title with respect to any secured Investment in default; 

(8) Hedging Obligations permitted under Section 4.03(b)(x); 

(9) any Investment by the Issuer or any Restricted Subsidiary in a Similar Business having an aggregate Fair Market Value (as determined in
good faith by the Issuer), taken together with all other Investments made pursuant to this clause (9) that are at that time outstanding, not to exceed the sum of (x) the greater of (i) $55.0 million and (ii) 2.4% of Total Assets
of the Issuer at the date of Incurrence plus (y) an amount equal to any returns (including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) actually received in respect of any
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); provided, however, that if any Investment pursuant to this clause (9) is
made in any Person that is not the Issuer or a Restricted Subsidiary at the date of the making of such Investment and such Person becomes the Issuer or a Restricted Subsidiary after such date, such Investment shall thereafter be deemed to have been
made pursuant to clause (1) above and shall cease to have been made pursuant to this clause (9) for so long as such Person continues to be the Issuer or a Restricted Subsidiary; 

(10) additional Investments by the Issuer or any Restricted Subsidiary having an aggregate Fair Market Value (as determined in good faith by
the Issuer), taken together with all other Investments made pursuant to this clause (10) that are at that time outstanding, not to exceed the sum of (x) the greater of (i) $100.0 million and (ii) 4.4% of Total Assets of the
Issuer plus (y) an amount equal to any returns (including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) actually received in respect of any 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); provided, however, that if any Investment pursuant to this clause (10) is made in any Person that is not
the Issuer or a Restricted Subsidiary at the date of the making of such Investment and such Person becomes the Issuer or a Restricted Subsidiary after such date, such Investment shall thereafter be deemed to have been made pursuant to clause
(1) above and shall cease to have been made pursuant to this clause (10) for so long as such Person continues to be the Issuer or a Restricted Subsidiary; 

  
 26 








 (11) loans and advances to officers, directors or employees for business-related travel expenses,
moving expenses and other similar expenses, in each case Incurred in the ordinary course of business or consistent with past practice or to fund such person’s purchase of Equity Interests of the Issuer or any direct or indirect parent of the
Issuer; 
 (12) Investments the payment for which consists of Equity Interests of the Issuer (other than Disqualified Stock) or any direct
or indirect parent of the Issuer, as applicable; provided, however, that such Equity Interests will not increase the amount available for Restricted Payments under clause (3) of the definition of “Cumulative Credit”;

 (13) any transaction to the extent it constitutes an Investment that is permitted by and made in accordance with the provisions of
Section 4.07(b) (except transactions described in clauses (ii), (iv), (vi), (ix)(B) and (xvi) of Section 4.07(b)); 
 (14)
Investments consisting of the licensing or contribution of intellectual property pursuant to joint marketing or other arrangements with other Persons; 

(15) guarantees issued in accordance with Sections 4.03 and 4.11 including, without limitation, any guarantee or other obligation issued or
Incurred under the Credit Agreements in connection with any letter of credit issued for the account of the Issuer or any of its Subsidiaries (including with respect to the issuance of, or payments in respect of drawings under, such letters of
credit); 
 (16) Investments consisting of or to finance purchases and acquisitions of inventory, supplies, materials, services or equipment
or purchases of contract rights or licenses or leases of intellectual property; 
 (17) any Investment in a Securitization Subsidiary or any
Investment by a Securitization Subsidiary in any other Person in connection with a Qualified Securitization Financing, including Investments of funds held in accounts permitted or required by the arrangements governing such Qualified Securitization
Financing or any related Indebtedness; 
 (18) any Investment in an entity which is not a Restricted Subsidiary to which a Restricted
Subsidiary sells Securitization Assets pursuant to a Securitization Financing; 
 (19) additional Investments in joint ventures not to
exceed, at any one time in the aggregate outstanding under this clause (19), the sum of (x) the greater of (i) $50.0 million and (ii) 2.2% of Total Assets of the Issuer plus (y) an amount equal to any returns (including
dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) actually received in respect of any such Investment (with the Fair Market Value of each Investment being measured at the time such
Investment is made and without giving effect to subsequent changes in value); provided, however, that the Issuer or any Restricted Subsidiary may make additional Investments in joint ventures if the Net Secured Leverage Ratio of the
Issuer for the most recently ended four fiscal quarters for which internal financial statements are available immediately preceding such Investment is not greater than 3.00 to 1.00 on a pro forma basis after giving effect to such Investment
as if it had occurred at the beginning of such four fiscal quarters; provided, further, however, that if any Investment pursuant to this clause (19) is made in any Person that is not the Issuer or a Restricted Subsidiary at
the date of the making of such Investment and such Person becomes the Issuer or a Restricted Subsidiary after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) above and shall cease to have been made
pursuant to this clause (19) for so long as such Person continues to be the Issuer or a Restricted Subsidiary; 

  
 27 








 (20) Investments of a Restricted Subsidiary acquired after the Issue Date or of an entity merged
into, amalgamated with, or consolidated with the Issuer or a Restricted Subsidiary in a transaction that is not prohibited by Section 5.01 after the Issue Date to the extent that such Investments were not made in contemplation of such
acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger, amalgamation or consolidation; 

(21) Investments in the ordinary course of business consisting of Uniform Commercial Code Article 3 endorsements for collection or deposit and
Uniform Commercial Code Article 4 customary trade arrangements with customers; 
 (22) advances in the form of a prepayment of expenses, so
long as such expenses are being paid in accordance with customary trade terms of the Issuer or its Restricted Subsidiaries; 
 (23) any
Investment in any Subsidiary of the Issuer or any joint venture in connection with intercompany cash management arrangements or related activities arising in the ordinary course of business; and 

(24) guarantees of Indebtedness under customer financing lines of credit in the ordinary course of business. 

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

(1) pledges or deposits and other Liens granted by such Person under workmen’s compensation laws, unemployment insurance laws or similar
legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which 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, performance and return of money bonds, or deposits as security for contested taxes or import duties or for the payment of rent, in each case Incurred in the ordinary course of
business; 
 (2) Liens imposed by law, such as landlord’s, carriers’, warehousemen’s, mechanics’, materialmen’s,
repairmen’s, construction or other like Liens securing obligations that are not overdue by more than 30 days or that are being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such
Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review; 
 (3) Liens for taxes,
assessments or other governmental charges not yet delinquent by more than 30 days or that are being contested in good faith by appropriate proceedings; 

(4) Liens in favor of issuers of performance and surety bonds or bid bonds or with respect to other regulatory requirements or letters of
credit, bankers’ acceptances or similar obligations issued pursuant to the request of and for the account of such Person in the ordinary course of its business; 

(5) minor survey exceptions, minor encumbrances, trackage rights, special assessments, easements or reservations of, or rights of others for,
licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, servicing agreements, development agreements, site plan agreements and other similar encumbrances Incurred in the ordinary course of business
or zoning or other restrictions 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 adversely affect the value of said properties or materially impair their use in the operation of the business of such Person; 

  
 28 








 (6) (A) Liens on assets of a Subsidiary that is not a Subsidiary Guarantor securing Indebtedness
of a Subsidiary that is not a Subsidiary Guarantor permitted to be Incurred pursuant to Section 4.03; 
 (B) Liens
securing (x) Indebtedness Incurred pursuant to Section 4.03(b)(i) and (y) any other Indebtedness permitted to be Incurred under this Indenture if, as of the date such Indebtedness was Incurred, and after giving pro forma effect
thereto and the application of the net proceeds therefrom, the Net Secured Leverage Ratio of the Issuer does not exceed 3.80 to 1.00; and 

(C) Liens securing Obligations in respect of Indebtedness permitted to be Incurred pursuant to clause (iv), (xii) (or
(xiv) to the extent it guarantees any such Indebtedness), (xvi) or (xx) of Section 4.03(b) (provided that in the case of clause (xx), such Lien does not extend to the property or assets of any Subsidiary of the Issuer
other than a Restricted Subsidiary that is not a Subsidiary Guarantor) and (ii) in the case of clause (xvi), after giving effect to the Incurrence of such Indebtedness pursuant thereto and the Incurrence of such Liens pursuant hereto, the Net
Secured Leverage Ratio of the Issuer would be no greater than prior to such Incurrence. 
 (7) Liens existing on the Issue Date (other than
Liens in favor of the lenders under the Credit Agreements); 
 (8) Liens on assets, property or shares of stock of a Person at the time such
Person becomes a Subsidiary; provided, however, that such Liens (other than Liens to secure Indebtedness Incurred pursuant to Section 4.03(b)(xvi)) are not created or Incurred in connection with, or in contemplation of, such other
Person becoming such a Subsidiary; provided, further, however, that such Liens (other than Liens to secure Indebtedness Incurred pursuant to Section 4.03(b)(xvi)) may not extend to any other property owned by the Issuer or
any Restricted Subsidiary (other than pursuant to after-acquired property clauses in effect with respect to such Lien at the time of acquisition on property of the type that would have been subject to such Lien notwithstanding the occurrence of such
acquisition); 
 (9) Liens on assets or property at the time the Issuer or a Restricted Subsidiary acquired the assets or property,
including any acquisition by means of a merger, amalgamation or consolidation with or into the Issuer or any Restricted Subsidiary; provided, however, that such Liens (other than Liens to secure Indebtedness Incurred pursuant to
Section 4.03(b)(xvi)) are not created or Incurred in connection with, or in contemplation of, such acquisition; provided, further, however, that the Liens (other than Liens to secure Indebtedness Incurred pursuant to
Section 4.03(b)(xvi)) may not extend to any other property owned by the Issuer or any Restricted Subsidiary (other than pursuant to after-acquired property clauses in effect with respect to such Lien at the time of acquisition on property of
the type that would have been subject to such Lien notwithstanding the occurrence of such acquisition); 
 (10) Liens securing Indebtedness
or other obligations of the Issuer or a Restricted Subsidiary owing to the Issuer or another Restricted Subsidiary permitted to be Incurred in accordance with Section 4.03; 

(11) Liens securing Hedging Obligations not Incurred in violation of this Indenture; provided that with respect to Hedging Obligations
relating to Indebtedness, such Lien extends only to the property securing such Indebtedness (other than Hedging Obligations constituting Secured Bank Indebtedness); 

(12) Liens on inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of documentary letters of
credit, bank guarantees or bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods; 

  
 29 








 (13) leases and subleases of real property which do not materially interfere with the ordinary
conduct of the business of the Issuer or any of the Restricted Subsidiaries; 
 (14) Liens arising from Uniform Commercial Code financing
statement filings regarding operating leases or other obligations not constituting Indebtedness; 
 (15) Liens in favor of the Issuer or any
Subsidiary Guarantor; 
 (16) Liens on assets of the type specified in the definition of “Securitization Financing” Incurred in
connection with a Qualified Securitization Financing; 
 (17) pledges and deposits and other Liens made in the ordinary course of business
to secure liability to insurance carriers; 
 (18) Liens on the Equity Interests of Unrestricted Subsidiaries; 

(19) leases or subleases, and licenses or sublicenses (including with respect to intellectual property) granted to others in the ordinary
course of business; 
 (20) Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancings,
refundings, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in clauses (6), (7), (8), (9), (10), (11), (15), (25), (37) and (38) of this definition; provided,
however, that (x) such new Lien shall be limited to all or part of the same property (including any after acquired property to the extent it would have been subject to the original Lien) that secured the original Lien (plus improvements on
and accessions to such property, proceeds and products thereof, customary security deposits and any other assets pursuant to the after-acquired property clauses to the extent such assets secured (or would have secured) the Indebtedness being
refinanced, refunded, extended, renewed or replaced), and (y) 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 accreted value, if applicable)
or, if greater, committed amount of the applicable Indebtedness described under clauses (6), (7), (8), (9), (10), (11), (15), (25), (37) and (38) at the time the original Lien became a Permitted Lien under this Indenture, (B) unpaid
accrued interest and premiums (including tender premiums), and (C) an amount necessary to pay any underwriting discounts, defeasance costs, commissions, fees and expenses related to such refinancing, refunding, extension, renewal or
replacement; provided further, however, that in the case of any Liens to secure any refinancing, refunding, extension or renewal of Indebtedness secured by a Lien referred to in clause (6)(B) or (6)(C), the principal amount of any
Indebtedness Incurred for such refinancing, refunding, extension or renewal shall be deemed secured by a Lien under clause (6)(B) or (6)(C) and not this clause (20) for purposes of determining the principal amount of Indebtedness
outstanding under clause (6)(B) or (6)(C); 
 (21) Liens on equipment of the Issuer or any Restricted Subsidiary granted in the
ordinary course of business to the Issuer’s or such Restricted Subsidiary’s client at which such equipment is located; 
 (22)
judgment and attachment Liens not giving rise to an Event of Default and notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings and for which adequate reserves have been made; 


  
 30 








 (23) Liens arising out of conditional sale, title retention, consignment or similar arrangements
for the sale or purchase of goods entered into in the ordinary course of business; 
 (24) Liens Incurred to secure cash management services
or to implement cash pooling arrangements in the ordinary course of business; 
 (25) other Liens securing Indebtedness or other obligations
the outstanding principal amount of which does not, taken together with the principal amount of all other obligations secured by Liens Incurred under this clause (25) that are at that time outstanding, exceed the greater of $60.0 million and
2.6% of Total Assets of the Issuer; 
 (26) any encumbrance or restriction (including put and call arrangements) with respect to Capital
Stock of any joint venture or similar arrangement securing obligations of such joint venture or pursuant to any joint venture or similar agreement; 

(27) any amounts held by a trustee in the funds and accounts under an indenture securing any revenue bonds issued for the benefit of the
Issuer or any Restricted Subsidiary, under any indenture issued in escrow pursuant to customary escrow arrangements pending the release thereof, or under any indenture pursuant to customary discharge, redemption or defeasance provisions; 

(28) Liens (i) arising by virtue of any statutory or common law provisions relating to banker’s Liens, rights of set-off or similar
rights and remedies as to deposit accounts or other funds maintained with a depository or financial institution, (ii) attaching to commodity trading accounts or other commodity brokerage accounts Incurred in the ordinary course of business or
(iii) encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to brokerage accounts Incurred in the ordinary course of business and not for speculative purposes; 

(29) Liens (i) in favor of credit card companies pursuant to agreements therewith and (ii) in favor of customers; 

(30) Liens disclosed by the title insurance policies delivered on (with respect to all mortgages delivered on the Issue Date) or subsequent to
the Issue Date and pursuant to the Credit Agreements and any replacement, extension or renewal of any such Lien; provided that such replacement, extension or renewal Lien shall not cover any property other than the property that was subject
to such Lien prior to such replacement, extension or renewal; provided, further, that the Indebtedness and other obligations secured by such replacement, extension or renewal Lien are permitted under this Indenture; 

(31) Liens that are contractual rights of set-off relating to purchase orders and other agreements entered into with customers, suppliers or
service providers of the Issuer or any Restricted Subsidiary in the ordinary course of business; 
 (32) in the case of real property that
constitutes a leasehold interest, any Lien to which the fee simple interest (or any superior leasehold interest) is subject; 
 (33) Liens
in respect of Third-Party Funds; 
 (34) agreements to subordinate any interest of the Issuer or any Restricted Subsidiary in any accounts
receivable or other prices arising from inventory consigned by the Issuer or any such Restricted Subsidiary pursuant to an agreement entered into in the ordinary course of business; 

  
 31 








 (35) Liens on securities that are the subject of repurchase agreements constituting Cash
Equivalents under clause (4) of the definition thereof; 
 (36) Liens securing insurance premium financing arrangements;
provided that such Liens are limited to the applicable unearned insurance premiums; 
 (37) Liens securing obligations under the AR
Facility and any Indebtedness or obligations permitted by Section 4.03(b)(xxviii); and 
 (38) Liens securing obligations under the CPC
Facility and any Indebtedness or obligations permitted by Section 4.03(b)(xxix). 
 “Person” means any individual,
corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity. 

“Preferred Stock” means any Equity Interest with preferential right of payment of dividends or upon liquidation, dissolution,
or winding up. 
 “Pre-Opening Expenses” means, with respect to any fiscal period, the amount of expenses (other than
interest expense) Incurred with respect to the initiation of new contracts or other ramp-up expenses. 
 “Pro Forma EBITDA”
means, with respect to any Person, at any date, the EBITDA of such Person for the full four fiscal quarters most recently ended for which internal financial statements are available, subject to the following adjustments. In the event that the Issuer
or any Restricted Subsidiary Incurs, repays, repurchases or redeems any Indebtedness subsequent to the commencement of the period for which Pro Forma EBITDA is being calculated but prior to the event for which the calculation of Pro Forma EBITDA is
made (the “Pro Forma EBITDA Calculation Date”), then Pro Forma EBITDA shall be calculated giving pro forma effect to such Incurrence, repayment, repurchase or redemption of Indebtedness, or such issuance, repurchase or
redemption of Disqualified Stock or Preferred Stock as if the same had occurred at the beginning of the applicable four-quarter period; provided that the Issuer may elect pursuant to an Officers’ Certificate delivered to the Trustee to
treat all or any portion of the commitment under any Indebtedness as being Incurred at such time, in which case any subsequent Incurrence of Indebtedness under such commitment shall not be deemed, for purposes of this calculation, to be an
Incurrence at such subsequent time. 
 For purposes of making the computation referred to above, Investments, acquisitions, dispositions,
mergers, amalgamations, consolidations and discontinued operations (as determined in accordance with GAAP), in each case with respect to an operating unit of a business, and any operational changes, business realignment projects or initiatives, New
Office/Locations, restructurings or reorganizations that the Issuer or any Restricted Subsidiary has determined to make and/or made during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously
with the Pro Forma EBITDA Calculation Date (each, for purposes of this definition, a “pro forma event”) shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, amalgamations,
consolidations, discontinued operations and other operational changes, business realignment projects or initiatives, New Office/Locations, restructurings or reorganizations (and the change of any associated fixed charge obligations 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 the Issuer or any Restricted
Subsidiary since the beginning of such period shall have made any Investment, acquisition, disposition, merger, consolidation, amalgamation, discontinued operation, 

  
 32 








 
operational change, business realignment project or initiative, New Office/Location, restructuring or reorganization, in each case with respect to an operating unit of a business, that would have
required adjustment pursuant to this definition, then Pro Forma EBITDA shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, discontinued operation, merger, amalgamation,
consolidation, operational change, business realignment project or initiative, New Office/Location, restructuring or reorganization had occurred at the beginning of the applicable four-quarter period. If since the beginning of such period any
Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is designated a Restricted Subsidiary, then Pro Forma EBITDA shall be calculated giving pro forma effect thereto for such period as if such
designation 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 any pro forma event, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Issuer. Any such pro forma calculation may include adjustments appropriate, in the
reasonable good faith determination of the Issuer as set forth in an Officers’ Certificate, to reflect (1) operating expense reductions and other operating improvements or synergies reasonably expected to result from the applicable event
to the extent such operating expense reductions and other operating improvements or synergies are reasonably expected to be realized within 24 months of such event, and (2) all adjustments of the nature used in connection with the calculation
of “Adjusted EBITDA” as set forth in footnote (1) to the “Summary Unaudited Pro Forma Consolidated Financial Data” under “Summary” in the Offering Memorandum to the extent such adjustments, without duplication,
continue to be applicable to such four-quarter period; provided that the aggregate amount of adjustments made pursuant to this paragraph for any period shall not, when combined with the aggregate amount of adjustments made pursuant to clause
(6) of the definition of “EBITDA,” exceed 25% of EBITDA for such period, prior to giving effect to such adjustments (but, for the avoidance of doubt, after giving effect to other pro forma adjustments). 

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 Pro Forma EBITDA Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness if such Hedging Obligation has a remaining
term in excess of 12 months). 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 the Issuer 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. 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 the Issuer may designate. 

For purposes of making the computation referred to above, in giving effect to each New Office/Location which commences operations and records
not less than one full fiscal quarter’s operations during such period, the operating results of such New Office/Location shall be annualized on a straight line basis during such period, taking into account any seasonality adjustments determined
by the Issuer in good faith. 
 “Public Company Compliance” means compliance with the requirements of the Sarbanes-Oxley
Act of 2002 and the rules and regulations promulgated in connection therewith, the provisions of the Securities Act and the Exchange Act, and the rules of national securities exchange listed companies (in each case, as applicable to companies with
equity or debt securities held by the public), including procuring directors’ and officers’ insurance, legal and other professional fees, and listing fees. 

  
 33 








 “Qualified Securitization Financing” means any Securitization Financing of a
Securitization Subsidiary that meets the following conditions: 
 (1) the Board of Directors of the Issuer shall have determined in good
faith that such Qualified Securitization Financing (including financing terms, covenants, termination events and other provisions) is in the aggregate economically fair and reasonable to the Issuer and the Securitization Subsidiary; 

(2) all sales of Securitization Assets and related assets to the Securitization Subsidiary are made at Fair Market Value (as determined in
good faith by the Issuer); and 
 (3) the financing terms, covenants, termination events and other provisions thereof shall be market terms
(as determined in good faith by the Issuer) and may include Standard Securitization Undertakings. 
 The grant of a security interest in any
Securitization Assets of the Issuer or any Restricted Subsidiary (other than a Securitization Subsidiary) to secure Bank Indebtedness, Indebtedness in respect of the Notes or any Refinancing Indebtedness with respect to the Notes shall not be deemed
a Qualified Securitization Financing. 
 “Rating Agency” means (1) each of Moody’s and S&P and (2) if
Moody’s or S&P ceases to rate the Notes for reasons outside of the Issuer’s control, a “nationally recognized statistical rating organization” within the meaning of Rule 15cs-1(c)(2)(vi)(F) under the Exchange Act selected by
the Issuer or any direct or indirect parent of the Issuer as a replacement agency for Moody’s or S&P, as the case may be. 

“Record Date” has the meaning specified in Exhibit A hereto. 

“Restricted Cash” means cash and Cash Equivalents held by Restricted Subsidiaries that would appear as
“restricted” on a consolidated balance sheet of the Issuer or any of its Restricted Subsidiaries. 
 “Restricted
Investment” means an Investment other than a Permitted Investment. 
 “Restricted Subsidiary” means, with respect
to any Person, any Subsidiary of such Person other than an Unrestricted Subsidiary of such Person. Unless otherwise indicated in this Indenture, all references to Restricted Subsidiaries mean Restricted Subsidiaries of the Issuer. 

“S&P” means Standard & Poor’s Ratings Group or any successor to the rating agency business thereof. 

“Sale/Leaseback Transaction” means an arrangement relating to property now owned or hereafter acquired by the Issuer or a
Restricted Subsidiary whereby the Issuer or such Restricted Subsidiary transfers such property to a Person and the Issuer or such Restricted Subsidiary leases it from such Person, other than leases between the Issuer and a Restricted Subsidiary or
between Restricted Subsidiaries. 
 “SEC” means the Securities and Exchange Commission. 

“Secured Bank Indebtedness” means any Bank Indebtedness that is secured by a Permitted Lien Incurred or deemed Incurred
pursuant to clause (6) of the definition of Permitted Liens, as designated by the Issuer to be included in this definition. 

  
 34 








 “Secured Indebtedness” means any Consolidated Total Indebtedness 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 any of the following assets (or interests therein) from time to
time originated, acquired or otherwise owned by the Issuer or any Restricted Subsidiary or in which the Issuer or any Restricted Subsidiary has any rights or interests, in each case, without regard to where such assets or interests are located:
(1) accounts receivable (including any bills of exchange), (2) royalty and other similar payments made related to the use of trade names and other intellectual property, business support, training and other services, (3) revenues
related to distribution and merchandising of the products of the Issuer and the Restricted Subsidiaries, (4) intellectual property rights relating to the generation of any of the foregoing types of assets, (5) parcels of or interests in
real property, together with all easements, hereditaments and appurtenances thereto, all improvements and appurtenant fixtures and equipment, incidental to the ownership, lease or operation thereof and (6) any other assets and property to the
extent customarily included in securitization transactions of the relevant type in the applicable jurisdictions (as determined by the Issuer in good faith). 

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

“Securitization Financing” means any transaction or series of transactions that may be entered into by the Issuer or any of
its Subsidiaries pursuant to which the Issuer or any of its Subsidiaries may sell, convey or otherwise transfer to (a) a Securitization Subsidiary (in the case of a transfer by the Issuer or any of its Subsidiaries); and (b) any other
Person (in the case of a transfer by a Securitization Subsidiary), or may grant a security interest in, any Securitization Assets (whether now existing or arising in the future) of the Issuer or any of its Subsidiaries, and any assets related
thereto including, without limitation, all collateral securing such Securitization Assets, all contracts and all guarantees or other obligations in respect of such Securitization Assets, proceeds of such Securitization Assets and other assets which
are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving Securitization Assets and any Hedging Obligations entered into by the Issuer or any such
Subsidiary in connection with such Securitization Assets. 
 “Securitization Repurchase Obligation” means any obligation of
a seller of Securitization Assets in a Qualified Securitization Financing to repurchase Securitization Assets arising as a result of a breach of a representation, warranty or covenant or otherwise, including as a result of a Securitization Asset or
portion thereof becoming subject to any asserted defense, dispute, off-set or counterclaim of any kind as a result of any action taken by, any failure to take action by or any other event relating to the seller. 

  
 35 








 “Securitization Subsidiary” means a Wholly Owned Restricted Subsidiary (or
another Person formed for the purposes of engaging in Qualified Securitization Financing with the Issuer in which the Issuer or any Subsidiary of the Issuer makes an Investment and to which the Issuer or any such Subsidiary transfers Securitization
Assets and related assets) which engages in no activities other than in connection with the financing of Securitization Assets of the Issuer and its Subsidiaries, all proceeds thereof and all rights (contractual or other), collateral and other
assets relating thereto, and any business or activities incidental or related to such business, and which is designated by the Board of Directors of the Issuer (as provided below) as a Securitization Subsidiary and: 

(a) no portion of the Indebtedness or any other obligations (contingent or otherwise) of which (i) is guaranteed by the
Issuer or any other Restricted Subsidiary of the Issuer (excluding guarantees of obligations (other than the principal of and interest on, Indebtedness) pursuant to Standard Securitization Undertakings), (ii) is recourse to or obligates the
Issuer or any other Restricted Subsidiary in any way other than pursuant to Standard Securitization Undertakings, or (iii) subjects any property or asset of the Issuer or any other Restricted Subsidiary, directly or indirectly, contingently or
otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings; 
 (b) with which
neither the Issuer nor any Restricted Subsidiary has any material contract, agreement, arrangement or understanding other than on terms which the Issuer reasonably believes to be no less favorable to the Issuer or such Restricted Subsidiary than
those that might be obtained at the time from Persons that are not Affiliates of the Issuer (other than pursuant to Standard Securitization Undertakings); and 

(c) to which neither the Issuer nor any Restricted Subsidiary has any obligation to maintain or preserve such entity’s
financial condition or cause such entity to achieve certain levels of operating results (other than pursuant to Standard Securitization Undertakings). 

Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by filing with the Trustee a certified copy of
the resolution of the Board of Directors of the Issuer giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing conditions. For the avoidance of doubt and notwithstanding
anything herein to the contrary, as of the Issue Date, Presidio Capital Funding LLC is a Securitization Subsidiary. 
 “Senior
Secured Cash Flow Credit Agreement” means the credit agreement to be entered into on the Issue Date among the Issuer, the guarantors named therein, the financial institutions named therein and Credit Suisse AG or one of its branches or
affiliates, as administrative agent, as amended, restated, supplemented, waived, replaced (whether or not upon termination, and whether with the original lenders or otherwise), restructured, repaid, refunded, refinanced or otherwise modified from
time to time, including any agreement or indenture extending the maturity thereof, refinancing, replacing or otherwise restructuring all or any portion of the Indebtedness under such agreement or agreements or indenture or indentures or any
successor or replacement agreement or agreements or indenture or indentures or increasing the amount loaned or issued thereunder or altering the maturity thereof (except to the extent any such refinancing, replacement or restructuring is designated
by the Issuer to not be included in the definition of “Credit Agreements.” 
 “Significant Subsidiary” means any
Restricted Subsidiary that would be a “Significant Subsidiary” of the Issuer within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC (or any successor provision). 

“Similar Business” means any business, the majority of whose revenues are derived from (i) the business or activities of
the Issuer and its Subsidiaries as of the Issue Date, (ii) any business that is a natural outgrowth or a reasonable extension, development or expansion of any such business or any business similar, reasonably related, incidental, complementary
or ancillary to any of the foregoing or (iii) any business that in the Issuer’s good faith business judgment constitutes a reasonable diversification of business conducted by the Issuer and its Subsidiaries. 

“Sponsors” means (i) one or more investment funds affiliated with Apollo Global Management, LLC and any of their
respective Affiliates other than any portfolio companies (collectively, the “Apollo Sponsors”) and (ii) any Person that forms a group (within the meaning of Section 13(d)(3) or Section 14(d)(2)


  
 36 








 
of the Exchange Act, or any successor provision) with the Apollo Sponsors; provided that any Apollo Sponsor (x) owns a majority of the voting power and (y) controls a majority of
the Board of Directors of the Issuer. 
 “Standard Securitization Undertakings” means representations, warranties,
covenants, indemnities and guarantees of performance entered into by the Issuer or any Subsidiary thereof which the Issuer has determined in good faith to be customary in a Securitization Financing including, without limitation, those relating to
the servicing of the assets of a Securitization Subsidiary, it being understood that any Securitization Repurchase Obligation shall be deemed to be a Standard Securitization Undertaking. 

“Stated Maturity” means, with respect to any security, the date specified in such security as the fixed date on which the
final payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such security at the option of the holder thereof upon the
happening of any contingency beyond the control of the Issuer unless such contingency has occurred). 
 “Subordinated
Indebtedness” means (a) with respect to the Issuer, any Indebtedness of the Issuer which is by its terms subordinated in right of payment to the Notes, and (b) with respect to any Subsidiary Guarantor, any Indebtedness of such
Subsidiary Guarantor which is by its terms subordinated in right of payment to its Subsidiary Guarantee. 
 “Subordinated
Notes” means the senior subordinated notes due 2023 of the Issuer under that certain indenture to be entered into by and among the Issuer, the guarantors party thereto and Wilmington Trust, National Association, as trustee, on the Issue
Date, in an aggregate principal amount of $150.0 million, but not any additional notes issued under such indenture. 

“Subsidiary” means, with respect to any Person, (1) any corporation, association or other business entity (other than a
partnership, joint venture or limited liability company) 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 (2) any partnership, joint venture or limited
liability company of which (x) more than 50.0% of the capital accounts, distribution rights, total equity and voting interests or general and 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 interests or otherwise, and (y) such Person or any Subsidiary of such Person is
a controlling general partner or otherwise controls such entity. 
 “Subsidiary Guarantee” means any guarantee of the
obligations of the Issuer under this Indenture and the Notes by any Subsidiary Guarantor in accordance with the provisions of this Indenture. 

“Subsidiary Guarantor” means any Subsidiary that Incurs a Subsidiary Guarantee; provided that upon the release or
discharge of such Person from its Subsidiary Guarantee in accordance with this Indenture, such Subsidiary ceases to be a Subsidiary Guarantor. 

“Suspension Period” means the period of time between a Covenant Suspension Event and the related Reversion Date. 

  
 37 








 “Tax Distributions” means, with respect to any taxable period for which Issuer
and/or any of its Subsidiaries are members of a consolidated, combined, affiliated, unitary or similar tax group for U.S. federal and/or applicable state, local or foreign tax purposes of which a direct or indirect parent of Issuer is the common
parent, distributions to any direct or indirect parent of Issuer in an amount not to exceed the amount of any U.S. federal, state, local or foreign taxes that Issuer and/or its Subsidiaries, as applicable, would have paid for such taxable period had
Issuer and/or its Subsidiaries, as applicable, been a stand-alone corporate taxpayer or a standalone corporate group. 

“Third-Party Funds” means any accounts or funds, or any portion thereof, received by the Issuer or any of its Subsidiaries as
agent on behalf of third parties in accordance with a written agreement that imposes a duty upon the Issuer or one or more of its Subsidiaries to collect and remit those funds to such third parties. 

“Total Assets” means, as of any date of determination, the total assets of the Issuer and the Restricted Subsidiaries without
giving effect to any impairment or amortization of the amount of intangible assets since the Issue Date, determined on a consolidated basis in accordance with GAAP, as set forth on the consolidated balance sheet of the Issuer as of the last day of
the fiscal quarter most recently ended for which financial statements have been (or were required to be) delivered pursuant to Section 4.02(a)(i) and (ii), calculated on a pro forma basis. 

“Transactions” means the transactions described under “Summary” in the Offering Memorandum. 

“Treasury Rate” means, as of the applicable redemption date, as determined by the Issuer, the yield to maturity as of such
redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to
such redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such redemption date to February 15, 2018; provided,
however, that if the period from such redemption date to February 15, 2018, as applicable, 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 Officer” means: 

(1) 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 
 (2) who shall have direct
responsibility for the administration of this Indenture. 
 “Trustee” means the party named as such in this Indenture until
a successor replaces it and, thereafter, means the successor. 
 “Uniform Commercial Code” means the New York Uniform
Commercial Code as in effect from time to time. 

  
 38 








 “Unrestricted Subsidiary” means: 

(1) any Subsidiary of the Issuer that at the time of determination shall be designated an Unrestricted Subsidiary by the Board of Directors of
the Issuer in the manner provided below; and 
 (2) any Subsidiary of an Unrestricted Subsidiary. 

The Issuer may designate any Subsidiary of the Issuer (including any newly acquired or newly formed Subsidiary) to be an Unrestricted
Subsidiary unless at the time of such designation such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Issuer or any other Restricted Subsidiary of the Issuer that
is not a Subsidiary of the Subsidiary to be so designated, in each case at the time of such designation; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have and do not
thereafter Incur any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any of the Restricted Subsidiaries unless otherwise permitted under Section 4.04; provided, further, however,
that either: 
 (a) the Subsidiary to be so designated has total consolidated assets of $1,000 or less; or 

(b) if such Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under
Section 4.04. 
 The Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however,
that immediately after giving effect to such designation: 
 (x) (1) the Issuer could Incur $1.00 of additional Indebtedness
pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.03(a) or (2) the Fixed Charge Coverage Ratio of the Issuer and its Restricted Subsidiaries would be no less than such ratio immediately prior to such designation, in
each case on a pro forma basis taking into account such designation; and 
 (y) no Event of Default shall have occurred and
be continuing. 
 Any such designation by the Issuer shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the
resolution of the Board of Directors or any committee thereof of the Issuer giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing provisions. 

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

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

(2) 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 each
case, are not callable or redeemable at the option of the issuer 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
Obligations or a specific payment of principal of or interest on any such U.S. Government Obligations 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 Obligations or the specific payment of principal of or interest on the
U.S. Government Obligations evidenced by such depository receipt. 

  
 39 








 “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 or Disqualified Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing (1) 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 (2) the sum
of all such payments. 
 “Wholly Owned Restricted Subsidiary” is any Wholly Owned Subsidiary that is a Restricted
Subsidiary. 
 “Wholly Owned Subsidiary” of any Person means a Subsidiary of such Person 100.0% of the outstanding Capital
Stock or other ownership interests of which (other than directors’ qualifying shares or shares required pursuant to applicable law) shall at the time be owned by such Person or by one or more Wholly Owned Subsidiaries of such Person. 

Section 1.02 Other Definitions. 
  

			
	 Term
	  	 Section

	 $
	  	1.03(j)
	 Affiliate Transaction
	  	4.07(a)
	 Agent Members
	  	Appendix A
	 AHYDO Payments
	  	Section 4.04(a)(iii)
	 Asset Sale Offer
	  	4.06(b)
	 Bankruptcy Law
	  	6.01
	 Change of Control Offer
	  	4.08(b)
	 Clearstream
	  	Appendix A
	 covenant defeasance option
	  	8.01(b)
	 Covenant Suspension Event
	  	4.15
	 Custodian
	  	6.01
	 Definitive Note
	  	Appendix A
	 Depository
	  	Appendix A
	 Euroclear
	  	Appendix A
	 Event of Default
	  	6.01
	 Excess Proceeds
	  	4.06(b)
	 Global Notes
	  	Appendix A
	 Global Notes Legend
	  	Appendix A
	 Guaranteed Obligations
	  	12.01(a)
	 IAI
	  	Appendix A
	 IAI Global Notes
	  	Appendix A
	 IAI Notes
	  	Appendix A
	 Increased Amount
	  	4.12(d)
	 Initial Notes
	  	Preamble
	 Issuer
	  	Preamble
	 legal defeasance option
	  	8.01(b)
	 Notes
	  	Preamble
	 Notes Custodian
	  	Appendix A
	 Notice of Default
	  	6.01
	 Offer Period
	  	4.06(d)


  
 40 









			
	 Term
	  	 Section

	 Paying Agent
	  	2.04(a)
	 Permitted Jurisdictions
	  	5.01(a)
	 protected purchaser
	  	2.08
	 QIB
	  	Appendix A
	 Refinancing Indebtedness
	  	4.03(b)(xv)
	 Refunding Capital Stock
	  	4.04(b)(ii)
	 Registrar
	  	2.04(a)
	 Regulation S
	  	Appendix A
	 Regulation S Global Notes
	  	Appendix A
	 Regulation S Notes
	  	Appendix A
	 Regulation S Permanent Global Note
	  	Appendix A
	 Regulation S Temporary Global Note
	  	Appendix A
	 Restricted Notes Legend
	  	Appendix A
	 Restricted Payments
	  	4.04(a)
	 Restricted Period
	  	Appendix A
	 Retired Capital Stock
	  	4.04(b)(ii)
	 Reversion Date
	  	4.15
	 Rule 144A
	  	Appendix A
	 Rule 144A Global Notes
	  	Appendix A
	 Rule 144A Notes
	  	Appendix A
	 Rule 501
	  	Appendix A
	 Second Commitment
	  	4.06(b)
	 Successor Company
	  	5.01(a)(i)
	 Successor Subsidiary Guarantor
	  	5.01(b)(i)
	 Suspended Covenants
	  	4.15
	 Transfer
	  	5.01(b)(ii)
	 Transfer Restricted Definitive Notes
	  	Appendix A
	 Transfer Restricted Global Notes
	  	Appendix A
	 Transfer Restricted Notes
	  	Appendix A
	 Trustee
	  	Preamble
	 U.S. dollars
	  	1.03(j)
	 Unrestricted Definitive Notes
	  	Appendix A
	 Unrestricted Global Notes
	  	Appendix A

 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) “including” means including without limitation; 

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

(f) unsecured Indebtedness shall not be deemed to be subordinate or junior to Secured Indebtedness merely by virtue of its nature as unsecured
Indebtedness; 
 (g) the principal amount of any non-interest bearing or other discount security at any date shall be the principal amount
thereof that would be shown on a balance sheet of the Issuer dated such date prepared in accordance with GAAP; 

  
 41 








 (h) the principal amount of any Preferred Stock shall be (i) the maximum liquidation value
of such Preferred Stock or (ii) the maximum mandatory redemption or mandatory repurchase price with respect to such Preferred Stock, whichever is greater; 

(i) unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be
made, and all financial statements required to be delivered hereunder shall be prepared in accordance with GAAP; and 
 (j)
“$” and “U.S. dollars” each refer to United States dollars, or such other money of the United States of America that at the time of payment is legal tender for payment of public and private debts. 

ARTICLE II. 
 THE NOTES

 Section 2.01 Amount of Notes. The aggregate principal amount of Notes which may be authenticated and delivered under this
Indenture on the Issue Date is $250,000,000. 
 The Issuer may from time to time after the Issue Date issue Additional Notes under this
Indenture in an unlimited principal amount, so long as (i) the Incurrence of the Indebtedness represented by such Additional Notes is at such time permitted by Section 4.03 and (ii) such Additional Notes are issued in compliance with
the other applicable provisions of this Indenture. With respect to any Additional Notes issued after the Issue Date (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes
pursuant to Section 2.07, 2.08, 2.09, 3.08, 4.06(e), 4.08(c) or Appendix A), there shall be (a) established in or pursuant to a resolution of the Board of Directors of the Issuer and (b) (i) set forth or determined in the
manner provided in an Officers’ Certificate or (ii) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Notes: 

(1) the aggregate principal amount of such Additional Notes which may be authenticated and delivered under this Indenture; 

(2) the issue price and issuance date of such Additional Notes, including the date from which interest on such Additional Notes
shall accrue; and 
 (3) if applicable, that such Additional Notes shall be issuable in whole or in part in the form of one
or more Global Notes and, in such case, the respective depositaries for such Global Notes, the form of any legend or legends which shall be borne by such Global Notes in addition to or in lieu of those set forth in Exhibit A hereto and any
circumstances in addition to or in lieu of those set forth in Section 2.2 of Appendix A in which any such Global Note may be exchanged in whole or in part for Additional Notes registered, or any transfer of such Global Note in whole or
in part may be registered, in the name or names of Persons other than the depositary for such Global Note or a nominee thereof. 
 If any of
the terms of any Additional Notes are established by action taken pursuant to a resolution of the Board of Directors, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and
delivered to the Trustee at or prior to the delivery of the Officers’ Certificate or an indenture supplemental hereto setting forth the terms of the Additional Notes. 

The Initial Notes and any Additional Notes may, at the Issuer’s option, be treated as a single class for all purposes under this
Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will
have a separate CUSIP number, if applicable. 

  
 42 








 Section 2.02 Form and Dating. Provisions relating to the Initial Notes are set forth
in Appendix A, which is hereby incorporated in and expressly made a part of this Indenture. The (i) Initial Notes and the Trustee’s certificate of authentication and (ii) any Additional Notes (if issued as Transfer Restricted
Notes) and the Trustee’s certificate of authentication shall each be substantially in the form of Exhibit A hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Notes may have notations, legends or
endorsements required by law, stock exchange rule, agreements to which the Issuer or any Subsidiary Guarantor is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Issuer). Each
Note shall be dated the date of its authentication. The Notes shall be issuable only in registered form without interest coupons and in denominations of $2,000 and any integral multiples of $1,000 in excess thereof, provided that Notes may be
issued in denominations of less than $2,000 solely to accommodate book-entry positions that have been created by participants of the Depository in denominations of less than $2,000. 

Section 2.03 Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of
the Issuer signed by one Officer of the Issuer (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $250,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate
principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which
the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or
Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. 

One Officer shall sign the Notes for the Issuer by manual or facsimile signature. 

If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid
nevertheless. 
 A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on
the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. 
 The Trustee may appoint
one or more authenticating agents reasonably acceptable to the Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by
the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the
same rights as any Registrar, Paying Agent or agent for service of notices and demands. 
 Section 2.04 Registrar and Paying
Agent. 
 (a) The Issuer shall maintain (i) an office or agency where Notes may be presented for registration of transfer or for
exchange (the “Registrar”) and (ii) an office or agency where Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Notes and of their transfer and exchange. The
Issuer may have one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrars. The term “Paying Agent” includes the Paying Agent and any additional paying agents. The Issuer
initially appoints the Trustee as Registrar, Paying Agent and the Notes Custodian with respect to the Global Notes. 

  
 43 








 (b) The Issuer may enter into an appropriate agency agreement with any Registrar or Paying Agent
not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee in writing of the name and address of any such agent. If the Issuer fails to maintain a
Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.06. The Issuer or any of its domestically organized Subsidiaries may act as Paying Agent or Registrar.

 (c) The Issuer may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee;
provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor Registrar or Paying Agent, as the case may be, as evidenced by an appropriate agreement entered
into by the Issuer and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor
in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuer and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the
Trustee also resigns as Trustee in accordance with Section 7.07. 
 Section 2.05 Paying Agent to Hold Money in Trust. Prior
to each due date of the principal of and interest on any Note, the Issuer shall deposit with each Paying Agent (or if the Issuer or a Subsidiary is acting as Paying Agent, segregate and hold in trust for the benefit of the Persons entitled thereto)
a sum sufficient to pay such principal and interest when so becoming due. The Issuer shall require each Paying Agent (other than the Trustee) to agree in writing that a Paying Agent shall hold in trust for the benefit of holders or the Trustee all
money held by a Paying Agent for the payment of principal of and interest on the Notes, and shall notify the Trustee of any default by the Issuer in making any such payment. If the Issuer or a Subsidiary of the Issuer acts as Paying Agent, it shall
segregate the money held by it as Paying Agent and hold it in trust for the benefit of the Persons entitled thereto. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed
by such Paying Agent. Upon complying with this Section 2.05, a Paying Agent shall have no further liability for the money delivered to the Trustee. 

Section 2.06 Holder Lists. The Trustee shall preserve in as current a form as is reasonably practicable the most recent list
available to it of the names and addresses of holders. If the Trustee is not the Registrar, the Issuer shall furnish, or cause the Registrar to furnish, to the Trustee, in writing at least five Business Days before each Interest Payment Date and at
such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of holders. 

Section 2.07 Transfer and Exchange. The Notes shall be issued in registered form and shall be transferable only upon the surrender
of a Note for registration of transfer and in compliance with Appendix A. When a Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are
met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration
of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Notes at the Registrar’s request. The Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in
connection with any transfer or exchange pursuant to this Section. The Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in the case of Notes to be redeemed in
part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemed. 

  
 44 








 Prior to the due presentation for registration of transfer of any Note, the Issuer, the
Subsidiary Guarantors, the Trustee, the Paying Agent and the Registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest, if any, on
such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Issuer, the Subsidiary Guarantors, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. 

Any holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial
interests in such Global Note may be effected only through a book-entry system maintained by (a) the holder of such Global Note (or its agent) or (b) any holder of a beneficial interest in such Global Note, and that ownership of a
beneficial interest in such Global Note shall be required to be reflected in a book entry. 
 All Notes issued upon any transfer or exchange
pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange. 

The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under
this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depository participants or beneficial owners of interests in any Global Note) other than to require delivery of
such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express
requirements hereof. 
 None of the Trustee, Registrar or Paying Agent shall have any responsibility for any actions taken or not taken by
the Depository. 
 Section 2.08 Replacement Notes. If a mutilated Note is surrendered to the Registrar or if the holder of a
Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the
holder (a) satisfies the Issuer and the Trustee within a reasonable time after such holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification,
(b) makes such request to the Issuer and the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any
other reasonable requirements of the Issuer and the Trustee. If required by the Trustee or the Issuer, such holder shall furnish an indemnity bond sufficient in the judgment of the Trustee, with respect to the Trustee, and the Issuer, with respect
to the Issuer, to protect the Issuer, the Trustee, the Paying Agent and the Registrar, as applicable, from any loss or liability that any of them may suffer if a Note is replaced and subsequently presented or claimed for payment. The Issuer and the
Trustee may charge the holder for their expenses in replacing a Note (including without limitation, attorneys’ fees and disbursements in replacing such Note). In the event any such mutilated, lost, destroyed or wrongfully taken Note has become
or is about to become due and payable, the Issuer in its discretion may pay such Note instead of issuing a new Note in replacement thereof. 

Every replacement Note is an additional obligation of the Issuer. 

  
 45 








 The provisions of this Section 2.08 are exclusive and shall preclude (to the extent lawful)
all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Notes. 

Section 2.09 Outstanding Notes. Notes outstanding at any time are all Notes authenticated by the Trustee except for those canceled
by it, those delivered to it for cancellation and those described in this Section as not outstanding. Subject to Section 13.04, a Note does not cease to be outstanding because the Issuer or an Affiliate of the Issuer holds the Note. 

If a Note is replaced pursuant to Section 2.08 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding
unless the Trustee and the Issuer receive proof satisfactory to them that the replaced Note is held by a protected purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to
Section 2.08. 
 If a Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date or maturity
date money sufficient to pay all principal and interest payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and no Paying Agent is prohibited from paying such money to the holders on
that date pursuant to the terms of this Indenture, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue. 

Section 2.10 Cancellation. The Issuer at any time may deliver Notes to the Trustee for cancellation. The Registrar and each Paying
Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment or cancellation and
shall dispose of canceled Notes in accordance with its customary procedures. The Issuer may not issue new Notes to replace Notes they have redeemed, paid or delivered to the Trustee for cancellation. The Trustee shall not authenticate Notes in place
of canceled Notes other than pursuant to the terms of this Indenture. 
 Section 2.11 Defaulted Interest. If the Issuer defaults
in a payment of interest on the Notes, the Issuer shall pay the defaulted interest then borne by the Notes (plus interest on such defaulted interest to the extent lawful) in any lawful manner. The Issuer may pay the defaulted interest to the Persons
who are holders on a subsequent special record date. The Issuer shall fix or cause to be fixed any such special record date and payment date to the reasonable satisfaction of the Trustee and shall promptly mail or cause to be mailed to each affected
holder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid. 
 Section 2.12
CUSIP Numbers, ISINs, Etc. The Issuer in issuing the Notes may use CUSIP numbers, ISINs and “Common Code” numbers (if then generally in use), and the Trustee shall use any such CUSIP numbers, ISINs and “Common Code”
numbers in notices of redemption as a convenience to holders; provided, however, that any such notice may state that no representation is made as to the correctness of such numbers, either as printed on the Notes or as contained in any
notice of a redemption that reliance may be placed only on the other identification numbers printed on the Notes and that any such redemption shall not be affected by any defect in or omission of such numbers. The Issuer shall advise the Trustee of
any change in any such CUSIP numbers, ISINs and “Common Code” numbers. 
 Section 2.13 Calculation of Principal Amount of
Notes. The aggregate principal amount of the Notes, at any date of determination, shall be the principal amount of the Notes at such date of determination. 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 (a) the principal amount, as of such date of


  
 46 








 
determination, of Notes, the holders of which have so consented, by (b) the aggregate principal amount, as of such date of determination, of the Notes then outstanding, in each case, as
determined in accordance with the preceding sentence, Section 2.09 and Section 13.04 of this Indenture. Any calculation of the Applicable Premium made pursuant to this Section 2.13 shall be made by the Issuer and delivered to the
Trustee pursuant to an Officers’ Certificate. 
 ARTICLE III. 

REDEMPTION 

Section 3.01 Redemption. The Notes may be redeemed, in whole or from time to time in part, subject to the conditions and at the
redemption prices set forth in Paragraph 5 of the forms of Notes set forth in Exhibits A and B hereto, which are hereby incorporated by reference and made a part of this Indenture, together with accrued and unpaid interest, if any, to the redemption
date (subject to the right of holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). 

Section 3.02 Applicability of Article. Redemption of Notes at the election of the Issuer or otherwise, as permitted or required by
any provision of this Indenture, shall be made in accordance with such provision and this Article III. 
 Section 3.03 Notices to
Trustee. If the Issuer elects to redeem Notes pursuant to the optional redemption provisions of Paragraph 5 of the Note, the Issuer shall notify the Trustee in an Officers’ Certificate of (i) the Section of this Indenture pursuant to
which the redemption shall occur, (ii) the redemption date, (iii) the principal amount of Notes to be redeemed and (iv) the redemption price. The Issuer shall give notice to the Trustee provided for in this paragraph at least 30 days
but not more than 60 days before a redemption date if the redemption is a redemption pursuant to Paragraph 5 of the Note. The Issuer may also include a request in such Officers’ Certificate that the Trustee give the notice of redemption in the
Issuer’s name and at its expense and setting forth the information to be stated in such notice as provided in Section 3.05. Any such notice may be canceled if written notice from the Issuer of such cancellation is actually received by the
Trustee on the Business Day immediately prior to notice of such redemption being mailed to any holder or otherwise delivered in accordance with the applicable procedures of the Depository and shall thereby be void and of no effect. The Issuer shall
deliver to the Trustee such documentation and records as shall enable the Trustee to select the Notes to be redeemed pursuant to Section 3.04. 

Section 3.04 Selection of Notes to Be Redeemed. In the case of any partial redemption, selection of the Notes for redemption will
be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed (and the Issuer shall notify the Trustee of any such listing), or if the Notes are not so listed, on a
pro rata basis to the extent practicable or by lot or by such other method as the Trustee shall deem fair and appropriate (and, in such manner that complies with the requirements of the Depository, if applicable); provided that no Notes of
$2,000 (and integral multiples of $1,000 in excess thereof) or less shall be redeemed in part. The Trustee shall make the selection from outstanding Notes not previously called for redemption. The Trustee may select for redemption portions of the
principal of Notes that have denominations larger than $2,000. Notes and portions of them the Trustee selects shall be in amounts of $2,000 or integral multiples of $1,000 in excess thereof. Provisions of this Indenture that apply to Notes called
for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Issuer promptly of the Notes or portions of Notes to be redeemed. 

  
 47 








 Section 3.05 Notice of Optional Redemption. 

(a) At least 30 but not more than 60 days before a redemption date pursuant to Paragraph 5 of the Note, the Issuer shall mail or cause to be
mailed by first-class mail, or otherwise deliver in accordance with the procedures of the Depository, a notice of redemption to each holder whose Notes are to be redeemed at its registered address (with a copy to the Trustee), except that redemption
notices may be mailed or otherwise delivered more than 60 days prior to the redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture pursuant to Article VIII. 

Any such notice shall identify the Notes to be redeemed and shall state: 

(i) the redemption date; 

(ii) the redemption price and the amount of accrued interest to the redemption date; 

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

(iv) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price, plus accrued and
unpaid interest, if any; 
 (v) if fewer than all the outstanding Notes are to be redeemed, the certificate numbers and
principal amounts of the particular Notes to be redeemed, the aggregate principal amount of Notes to be redeemed and the aggregate principal amount of Notes to be outstanding after such partial redemption; 

(vi) that, unless the Issuer defaults in making such redemption payment or the Paying Agent is prohibited from making such
payment pursuant to the terms of this Indenture, interest on Notes (or portion thereof) called for redemption ceases to accrue on and after the redemption date; 

(vii) the CUSIP number, ISIN and/or “Common Code” number, if any, printed on the Notes being redeemed; and 

(viii) that no representation is made as to the correctness or accuracy of the CUSIP number or ISIN and/or “Common
Code” number, if any, listed in such notice or printed on the Notes. 
 (b) At the Issuer’s request, the Trustee shall deliver the
notice of redemption in the Issuer’s name and at the Issuer’s expense. In such event, the Issuer shall notify the Trustee of such request at least three (3) Business Days (or such shorter period as is acceptable to the Trustee) prior
to the date such notice is to be provided to holders. Such notice may not be canceled once delivered to holders of Notes. 

Section 3.06 Effect of Notice of Redemption. Once notice of redemption is mailed or otherwise delivered in accordance with
Section 3.05, Notes called for redemption become due and payable on the redemption date and at the redemption price stated in the notice, except as provided in the final paragraph of paragraph 5 of the Notes. Upon surrender to the Paying Agent,
such Notes shall be paid at the redemption price stated in the notice, plus accrued and unpaid interest, if any, to, but not including, the redemption date; provided, however, that if the redemption date is after a regular Record Date
and on or prior to the next Interest Payment Date, the accrued interest shall be payable to the holder of the redeemed Notes registered on the relevant Record Date. Failure to give notice or any defect in the notice to any holder shall not affect
the validity of the notice to any other holder. 

  
 48 








 Section 3.07 Deposit of Redemption Price. With respect to any Notes, prior to 10:00
a.m., New York City time, on the redemption date, the Issuer shall deposit with the Paying Agent (or, if the Issuer or a Subsidiary of the Issuer is the Paying Agent, shall segregate and hold in trust) money sufficient to pay the redemption price of
and accrued and unpaid interest, if any, on all Notes or portions thereof to be redeemed on that date other than Notes or portions of Notes called for redemption that have been delivered by the Issuer to the Trustee for cancellation. On and after
the redemption date, interest shall cease to accrue on Notes or portions thereof called for redemption so long as the Issuer has deposited with the Paying Agent funds sufficient to pay the principal of, plus accrued and unpaid interest, if any, on,
the Notes or portions thereof to be redeemed, unless the Paying Agent is prohibited from making such payment pursuant to the terms of this Indenture. 

Section 3.08 Notes Redeemed in Part. If any Note is to be redeemed in part only, the notice of redemption relating to such Note
shall state the portion of the principal amount thereof to be redeemed. Upon surrender and cancellation of a Note that is redeemed in part, the Issuer shall execute and the Trustee shall authenticate for the holder (at the Issuer’s expense) a
new Note equal in principal amount to the unredeemed portion of the Note surrendered and cancelled. 
 ARTICLE IV. 

COVENANTS 

Section 4.01 Payment of Notes. The Issuer shall promptly pay the principal of and interest on the Notes on the dates and in the
manner provided in the Notes and in this Indenture. An installment of principal of or interest shall be considered paid on the date due if on such date the Trustee or the Paying Agent holds as of 12:00 p.m. New York City time money sufficient to pay
all principal and interest then due and the Trustee or the Paying Agent, as the case may be, is not prohibited from paying such money to the holders on that date pursuant to the terms of this Indenture. 

The Issuer shall pay interest on overdue principal at the rate specified therefor in the Notes, and it shall pay interest on overdue
installments of interest at the same rate borne by the Notes to the extent lawful. 
 Section 4.02 Reports and Other
Information. 
 (a) From and after the Issue Date, so long as any Notes are outstanding, the Issuer will furnish to holders of Notes and
the Trustee: 
 (i) within 120 days after the end of the fiscal year ending June 30, 2015, and within 90 days after the
end of each fiscal year thereafter, the annual financial statements that would be required to be contained in a filing with the SEC on Form 10-K (or any successor comparable form) if the Issuer were required to file such Form, together with a
customary report on annual financial statements by the Issuer’s independent registered public accounting firm, a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” containing information
customarily included in such section when included in a Form 10-K filed with the SEC (but only to the extent similar information is included in the Offering Memorandum) and a presentation of EBITDA and Adjusted EBITDA of the Issuer and its
Subsidiaries reasonably consistent with the presentation thereof in the Offering Memorandum and derived from such financial statements; 

(ii) within 75 days after the end of the fiscal quarter ending December 31, 2014, and within 60 days after the end of the
fiscal quarter ending March 31, 2015, and within 45 days after the end of each of the first three fiscal quarters of each fiscal year (commencing with the fiscal 

  
 49 








 
quarter ending September 30, 2015), the quarterly financial statements that would be required to be contained in a filing with the SEC on Form 10-Q (or any successor comparable form) if the
Issuer were required to file such Form, a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” containing information customarily included in such section when included in a Form 10-Q filed with the
SEC (but only to the extent similar information is included in the Offering Memorandum) and a presentation of EBITDA and Adjusted EBITDA of the Issuer and its Subsidiaries reasonably consistent with the presentation thereof in the Offering
Memorandum and derived from such financial statements; and 
 (iii) promptly from time to time after the occurrence of an
event required to be therein reported (and in any event within the time periods specified in the SEC’s rules and regulations), current reports that would be required to be filed with the SEC on Form 8-K Items 1.01 (with respect to Indebtedness
only), 1.02 (with respect to Indebtedness only), 1.03, 2.01, 5.01, 5.02(a) and 5.02(b) (with respect to Presidio Holdings Inc.’s Chief Executive Officer or Chief Financial Officer only) and 5.02(c) (with respect to Presidio Holdings Inc.’s
Chief Executive Officer or Chief Financial Officer only) if the Issuer were required to file such reports; provided that (a) no such current report will be required to be provided if the Issuer determines in its good faith judgment that
such event is not material to the business, assets, operations or prospects of the Issuer and its Restricted Subsidiaries, taken as a whole, or if the Issuer determines in its good faith judgment that such disclosure would otherwise cause
competitive harm to the business, assets, operations, financial position or prospects of the Issuer and its Restricted Subsidiaries, taken as a whole (in which event such non-disclosure shall be limited only to specific provisions that would cause
material harm and not the occurrence of the event itself) and (b) and in no event will any financial statements of an acquired business be required to be included in any such current report, in each case, subject to exceptions and exclusions
consistent with the presentation of financial and other information in the Offering Memorandum (including the omission of financial statements or financial information required by Rules 3-09, 3-10 or 3-16 under Regulation S-X promulgated by the SEC
(or any successor provision)), Compensation Discussion and Analysis otherwise required by Regulation S-K Item 402(b), and information otherwise required by Section 404 of the Sarbanes-Oxley Act of 2002. In addition to providing such
information to the Trustee, the Issuer shall make available to the holders, prospective investors, market makers affiliated with any initial purchaser of the Notes and securities analysts the information required to be provided pursuant to the
foregoing clauses (i), (ii) and (iii), by posting such information to its website or on IntraLinks or any comparable online data system or website. 

If the Issuer 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 the Issuer, then the annual and quarterly information required to be provided by clauses (i) and (ii) of this Section 4.02(a)
shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, of the financial condition and results of operations of the Issuer and its Restricted Subsidiaries separate from the
financial condition and results of operations of such Unrestricted Subsidiaries. 
 (b) Notwithstanding the foregoing, the Issuer will not
be required to furnish any information, certificates or reports which are or would be required by Items 307 or 308 of Regulation S-K. 
 (c)
In the event that: 
 (i) the rules and regulations of the SEC would permit the Issuer and any direct or indirect parent of
the Issuer to report at such parent entity’s level on a consolidated basis if such entities were subject to Section 13 of 15(d) of the Exchange Act and such parent entity is not engaged in any business in any material respect other than
incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or 
 (ii) any direct or indirect
parent of the Issuer is or becomes a guarantor of the Notes, 

  
 50 








 consolidated reporting at such parent entity’s level in a manner consistent with that described in this
Section 4.02 for the Issuer will satisfy this Section 4.02, and the Issuer is permitted to satisfy its obligations in this Section 4.02 with respect to financial information relating the Issuer by furnishing financial information
relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect
parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Subsidiary Guarantors and the other Subsidiaries of the Issuer on a standalone basis, on the other hand.

 (d) In addition, the Issuer shall, for so long as any Notes remain outstanding during any period when it is not subject to
Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to holders of Notes and to prospective investors, upon their request, the
information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. 
 (e) Notwithstanding the foregoing, the Issuer
will be deemed to have furnished the reports referred to in this Section 4.02 to the Trustee and the holders if the Issuer has filed such reports with the SEC via the EDGAR filing system and such reports are publicly available. In addition, the
requirements of this Section 4.02 shall be deemed satisfied by the posting of reports that would be required to be provided to the holders on the Issuer’s website (or that of any of the Issuer’s parent companies). 

(f) Delivery of such reports, information and documents to the Trustee pursuant to this Section 4.02 is for informational purposes only,
and the Trustee’s receipt thereof shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s compliance with any of its covenants under this
Indenture (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). 
 Section 4.03 Limitation on
Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. 
 (a) (i) The Issuer shall not, and shall not permit
any of the Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) or issue any shares of Disqualified Stock; and (ii) the Issuer shall not permit any of the Restricted Subsidiaries (other
than a Subsidiary Guarantor) to issue any shares of Preferred Stock; provided, however, that the Issuer and any Subsidiary Guarantor may Incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and
any Restricted Subsidiary of the Issuer that is not a Subsidiary Guarantor may Incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock or issue shares of Preferred Stock, in each case if the Fixed Charge Coverage
Ratio of the Issuer for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is Incurred or such Disqualified Stock or Preferred
Stock is issued would have been at least 2.00 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, further, that any Restricted Subsidiary that is not a Subsidiary Guarantor may
not Incur Indebtedness or issue shares of Disqualified Stock or Preferred Stock pursuant to this Section 4.03(a) in excess of an amount, together 

  
 51 








 
with any Refinancing Indebtedness thereof pursuant to Section 4.03(b)(xv), equal to, after giving pro forma effect to such Incurrence or issuance (including pro forma effect to
the application of the net proceeds therefrom), the greater of $100.0 million and 4.4% of Total Assets of the Issuer at the date of such Incurrence (plus, in the case of any Refinancing Indebtedness, the Additional Refinancing Amount). 

(b) The limitations set forth in Section 4.03(a) shall not apply to: 

(i) the Incurrence by the Issuer or any Restricted Subsidiary of Indebtedness (including under any Credit Agreement and the
issuance and creation of letters of credit and bankers’ acceptances thereunder) up to an aggregate principal amount outstanding at the time of Incurrence that does not exceed an amount equal to the sum of (x) $775.0 million plus
(y) an additional aggregate principal amount of Consolidated Total Indebtedness that at the time of Incurrence does not cause the Net Secured Leverage Ratio of the Issuer for the most recently ended four full fiscal quarters, which internal
financial statements are available, determined on a pro forma basis, to exceed 3.25 to 1.00; and any Indebtedness Incurred under this clause (b)(i)(y) may be refinanced (regardless of whether the Net Secured Leverage Ratio is greater than 3.25 to
1.00 at the time of such refinancing) with additional Indebtedness under this clause (b)(i)(y) in an amount equal to the principal amount of the Indebtedness so refinanced, plus any additional amount to pay premiums (including tender premiums),
accrued and unpaid interest, expenses, defeasance costs and fees in connection therewith; provided, further, that for purposes of determining the amount of Indebtedness that may be Incurred under this clause (b)(i)(y), all Indebtedness
Incurred under this clause (b)(i) shall be treated as Secured Indebtedness and included in the calculation of the Net Secured Leverage Ratio; 

(ii) (i) the Incurrence by the Issuer and the Subsidiary Guarantors of Indebtedness represented by the Notes (other than any
Additional Notes) and the Subsidiary Guarantees thereof and (ii) the Incurrence by the Issuer or any Restricted Subsidiary of Indebtedness represented by the Subordinated Notes (other than any additional notes) under the indenture governing the
Subordinated Notes and the guarantees thereof; 
 (iii) Indebtedness existing on the Issue Date (other than Indebtedness
described in clauses (i), (ii), (xxviii) and (xxix) of this Section 4.03(b)); 
 (iv) Indebtedness (including
Capitalized Lease Obligations) Incurred by the Issuer or any Restricted Subsidiary, Disqualified Stock issued by the Issuer or any Restricted Subsidiary and Preferred Stock issued by any Restricted Subsidiary to finance (whether prior to or within
270 days after) the acquisition, lease, construction, repair, replacement or improvement of property (real or personal) or equipment (whether through the direct purchase of assets or the Capital Stock of any Person owning such assets) in an
aggregate principal amount that, when aggregated with the principal amount or liquidation preference of all other Indebtedness, Disqualified Stock or Preferred Stock then outstanding and Incurred pursuant to this clause (iv), together with any
Refinancing Indebtedness in respect thereof Incurred pursuant to clause (xv) below, does not exceed the greater of $50.0 million and 2.2% of Total Assets of the Issuer at the date of Incurrence (plus, in the case of any Refinancing
Indebtedness, the Additional Refinancing Amount); 
 (v) Indebtedness Incurred by the Issuer or any Restricted Subsidiary
constituting reimbursement obligations with respect to letters of credit and bank guarantees issued in the ordinary course of business, including without limitation letters of credit in respect of workers’ compensation claims, health,
disability or other benefits to employees or former employees or their families or property, casualty or liability insurance or self-insurance, and letters of credit in 

  
 52 








 
connection with the maintenance of, or pursuant to the requirements of, environmental or other permits or licenses from governmental authorities, or other Indebtedness with respect to
reimbursement-type obligations regarding workers’ compensation claims; 
 (vi) Indebtedness arising from agreements of
the Issuer or any Restricted Subsidiary providing for indemnification, adjustment of acquisition or purchase price or similar obligations (including earn-outs), in each case, Incurred or assumed in connection with the Transactions, any Investments
or any acquisition or disposition of any business, assets or a Subsidiary not prohibited by this Indenture, other than guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Subsidiary for the
purpose of financing such acquisition; 
 (vii) Indebtedness of the Issuer to a Restricted Subsidiary; provided that
(except in respect of intercompany current liabilities Incurred in the ordinary course of business in connection with the cash management, tax and accounting operations of the Issuer and its Subsidiaries) any such Indebtedness owed to a Restricted
Subsidiary that is not a Subsidiary Guarantor is subordinated in right of payment to the obligations of the Issuer under the Notes; 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 the Issuer or another Restricted Subsidiary or any pledge of such Indebtedness constituting a
Permitted Lien but not the transfer thereof upon foreclosure) shall be deemed, in each case, to be an Incurrence of such Indebtedness not permitted by this clause (vii); 

(viii) shares of Preferred Stock of a Restricted Subsidiary issued to the Issuer or another Restricted Subsidiary;
provided that any subsequent issuance or transfer of any Capital Stock or any other event which results in any Restricted Subsidiary that holds such shares of Preferred Stock of another Restricted Subsidiary ceasing to be a Restricted
Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to the Issuer or another Restricted Subsidiary) shall be deemed, in each case, to be an issuance of shares of Preferred Stock not permitted by this clause
(viii); 
 (ix) Indebtedness of a Restricted Subsidiary to the Issuer or another Restricted Subsidiary; provided that
if a Subsidiary Guarantor Incurs such Indebtedness to a Restricted Subsidiary that is not a Subsidiary Guarantor (except in respect of intercompany current liabilities Incurred in the ordinary course of business in connection with the cash
management, tax and accounting operations of the Issuer and its Subsidiaries), such Indebtedness is subordinated in right of payment to the Subsidiary Guarantee of such Subsidiary Guarantor; provided, further, that any subsequent
issuance or transfer of any Capital Stock or any other event which results in any Restricted Subsidiary holding such Indebtedness ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Issuer
or another Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien but not the transfer thereof upon foreclosure) shall be deemed, in each case, to be an Incurrence of such Indebtedness not permitted by this clause
(ix); 
 (x) Hedging Obligations that are not Incurred for speculative purposes but (A) for the purpose of fixing or
hedging interest rate risk with respect to any Indebtedness that is permitted by the terms of this Indenture to be outstanding; (B) for the purpose of fixing or hedging currency exchange rate risk with respect to any currency exchanges; or
(C) for the purpose of fixing or hedging commodity price risk with respect to any commodity purchases or sales and, in each case, extensions or replacements thereof; 

  
 53 








 (xi) obligations (including reimbursement obligations with respect to letters of
credit, bank guarantees, warehouse receipts and similar instruments) in respect of performance, bid, appeal and surety bonds, completion guarantees and similar obligations provided by the Issuer or any Restricted Subsidiary in the ordinary course of
business or consistent with past practice or industry practice; 
 (xii) Indebtedness or Disqualified Stock of the Issuer or
Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary in an aggregate principal amount or liquidation preference, which when aggregated with the principal amount or liquidation preference of all other Indebtedness,
Disqualified Stock and Preferred Stock then outstanding and Incurred pursuant to this clause (xii), together with any Refinancing Indebtedness in respect thereof Incurred pursuant to clause (xv) below, does not exceed the greater of $90.0
million and 4.0% of Total Assets of the Issuer at the date of Incurrence (plus, in the case of any Refinancing Indebtedness, the Additional Refinancing Amount) (it being understood that any Indebtedness 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 purposes of Section 4.03(a) from and after the first date on which the Issuer, or the Restricted Subsidiary, as
the case may be, could have Incurred such Indebtedness under Section 4.03(a) without reliance upon this clause (xii)); 

(xiii) Indebtedness or Disqualified Stock of the Issuer or any Restricted Subsidiary and Preferred Stock of any Restricted
Subsidiary in an aggregate principal amount or liquidation preference at any time outstanding, together with Refinancing Indebtedness in respect thereof Incurred pursuant to clause (xv) hereof, not greater than 100.0% of the net cash proceeds
received by the Issuer and its Restricted Subsidiaries since immediately after the Issue Date from the issue or sale of Equity Interests of the Issuer or any direct or indirect parent entity of the Issuer (which proceeds are contributed to the
Issuer or its Restricted Subsidiary) or cash contributed to the capital of the Issuer (in each case other than proceeds of Disqualified Stock or sales of Equity Interests to, or contributions received from, the Issuer or any of its Subsidiaries) to
the extent such net cash proceeds or cash have not been applied pursuant to such clauses to make Restricted Payments or to make other Investments, payments or exchanges pursuant to Section 4.04(b) or to make Permitted Investments (other than
Permitted Investments specified in clauses (1) and (3) of the definition thereof) (plus, in the case of any Refinancing Indebtedness, the Additional Refinancing Amount) (it being understood that any Indebtedness Incurred pursuant to this
clause (xiii) shall cease to be deemed Incurred or outstanding for purposes of this clause (xiii) but shall be deemed Incurred for the purposes of Section 4.03(a) from and after the first date on which the Issuer, or the Restricted
Subsidiary, as the case may be, could have Incurred such Indebtedness under Section 4.03(a) without reliance upon this clause (xiii)); 

(xiv) any guarantee by the Issuer or any Restricted Subsidiary of Indebtedness or other obligations of the Issuer or any
Restricted Subsidiary so long as the Incurrence of such Indebtedness Incurred by the Issuer or such Restricted Subsidiary is permitted under the terms of this Indenture; provided that (A) if such Indebtedness is by its express terms
subordinated in right of payment to the Notes or the Subsidiary Guarantee of the Issuer or such Restricted Subsidiary, as applicable, any such guarantee with respect to such Indebtedness shall be subordinated in right of payment to the Notes or such
Subsidiary Guarantee, as applicable, substantially to the same extent as such Indebtedness is subordinated to the Notes or the Subsidiary Guarantee, as applicable, and (B) if such guarantee is of Indebtedness of the Issuer, such guarantee is
Incurred in accordance with, or not in contravention of, Section 4.11 solely to the extent Section 4.11 is applicable; 

  
 54 








 (xv) the Incurrence by the Issuer or any of the Restricted Subsidiaries of
Indebtedness or Disqualified Stock or Preferred Stock of a Restricted Subsidiary that serves to refund, refinance or defease any Indebtedness Incurred or Disqualified Stock or Preferred Stock issued as permitted under Section 4.03(a) and
clauses (ii), (iii), (iv), (xii), (xiii), (xv), (xvi), (xx), (xxiii), (xxviii) and (xxix) of this Section 4.03(b) up to the outstanding principal amount (or, if applicable, the liquidation preference face amount, or the like) or, if
greater, committed amount (only to the extent the committed amount could have been Incurred on the date of initial Incurrence and was deemed Incurred at such time for the purposes of this Section 4.03) of such Indebtedness or Disqualified Stock
or Preferred Stock, in each case at the time such Indebtedness was Incurred or Disqualified Stock or Preferred Stock was issued pursuant to Section 4.03(a) or clauses (ii), (iii), (iv), (xii), (xiii), (xv), (xvi), (xx), (xxiii),
(xxviii) and (xxix) of this Section 4.03(b), or any Indebtedness, Disqualified Stock or Preferred Stock Incurred to so refund or refinance such Indebtedness, Disqualified Stock or Preferred Stock, plus any additional Indebtedness,
Disqualified Stock or Preferred Stock Incurred to pay premiums (including tender premiums), accrued and unpaid interest, expenses, defeasance costs and fees in connection therewith (subject to the following proviso, “Refinancing
Indebtedness”) prior to its respective maturity; provided, however, that such Refinancing Indebtedness: 

(1) has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is Incurred which is not less than the
shorter of (x) the remaining Weighted Average Life to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock being refunded, refinanced or defeased and (y) the Weighted Average Life to Maturity that would result if all
payments of principal on the Indebtedness, Disqualified Stock and Preferred Stock being refunded or refinanced that were due on or after the date that is one year following the last maturity date of any Notes then outstanding were instead due on
such date (provided that this subclause (1) will not apply to any refunding or refinancing of any Secured Indebtedness); 

(2) to the extent such Refinancing Indebtedness refinances (a) Indebtedness junior to the Notes or a Subsidiary Guarantee,
as applicable, such Refinancing Indebtedness is junior to the Notes or the Subsidiary Guarantee, as applicable, or (b) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness is Disqualified Stock or Preferred Stock; and 

(3) shall not include (x) Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor that refinances
Indebtedness of the Issuer or a Subsidiary Guarantor, or (y) Indebtedness of the Issuer or a Restricted Subsidiary that refinances Indebtedness of an Unrestricted Subsidiary; 

(xvi) Indebtedness, Disqualified Stock or Preferred Stock of (A) the Issuer or any Restricted Subsidiary Incurred to
finance an acquisition or (B) Persons that are acquired by the Issuer or any Restricted Subsidiary or merged, consolidated or amalgamated with or into the Issuer or any Restricted Subsidiary in accordance with the terms of this Indenture;
provided that after giving effect to such acquisition or merger, consolidation or amalgamation, either: 
 (1) the
Issuer would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.03(a); or 

(2) the Fixed Charge Coverage Ratio of the Issuer would be no less than immediately prior to such acquisition or merger,
consolidation or amalgamation; 

  
 55 








 (xvii) Indebtedness Incurred by a Securitization Subsidiary in a Qualified
Securitization Financing that is not recourse to the Issuer or any Restricted Subsidiary other than a Securitization Subsidiary (except for Standard Securitization Undertakings); 

(xviii) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument
drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is extinguished within five Business Days of its Incurrence; 

(xix) Indebtedness of the Issuer or any Restricted Subsidiary supported by a letter of credit or bank guarantee issued pursuant
to Bank Indebtedness, in a principal amount not in excess of the stated amount of such letter of credit; 
 (xx) Indebtedness
of Restricted Subsidiaries that are not Subsidiary Guarantors; provided, however, that the aggregate principal amount of Indebtedness Incurred under this clause (xx), when aggregated with the principal amount of all other Indebtedness
then outstanding and Incurred pursuant to this clause (xx), together with Refinancing Indebtedness in respect thereof Incurred pursuant to clause (xv) hereof, does not exceed the greater of $50.0 million and 2.2% of Total Assets of the Issuer
at the date of Incurrence (plus, in the case of any Refinancing Indebtedness, the Additional Refinancing Amount) (it being understood that any Indebtedness Incurred pursuant to this clause (xx) shall cease to be deemed Incurred or outstanding
for purposes of this clause (xx) but shall be deemed Incurred for the purposes of Section 4.03(a) from and after the first date on which such Restricted Subsidiary could have Incurred such Indebtedness under Section 4.03(a) without
reliance upon this clause (xx)); 
 (xxi) Indebtedness of the Issuer or any Restricted Subsidiary consisting of (A) the
financing of insurance premiums or (B) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; 

(xxii) Indebtedness consisting of Indebtedness issued by the Issuer or a Restricted Subsidiary to current or former officers,
directors and employees thereof or any direct or indirect parent thereof, their respective estates, spouses or former spouses, in each case to finance the purchase or redemption of Equity Interests of the Issuer or any direct or indirect parent of
the Issuer to the extent described in Section 4.04(b)(iv); 
 (xxiii) Indebtedness Incurred on behalf of, or
representing guarantees of Indebtedness of, joint ventures of the Issuer and any Restricted Subsidiary; provided, however, that the aggregate principal amount of Indebtedness Incurred under this clause (xxiii), when aggregated with the
principal amount of all other Indebtedness then outstanding and Incurred pursuant to this clause (xxiii), together with any Refinancing Indebtedness in respect thereof Incurred pursuant to clause (xv) hereof, does not exceed the greater of
$50.0 million and 2.2% of Total Assets of the Issuer at the date of Incurrence (plus, in the case of any Refinancing Indebtedness, the Additional Refinancing Amount) (it being understood that any Indebtedness 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 4.03(a) from and after the first date on which the Issuer or such Restricted
Subsidiary could have Incurred such Indebtedness under Section 4.03(a) without reliance upon this clause (xxiii)); 

(xxiv) [Reserved]; 

  
 56 








 (xxv) guarantees by the Issuer and its Restricted Subsidiaries of Indebtedness
under customer financing lines of credit entered into in the ordinary course of business; 
 (xxvi) Indebtedness in respect
of Obligations of the Issuer or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; provided that such Obligations are Incurred in connection with
open accounts extended by suppliers on customary trade terms in the ordinary course of business and not in connection with the borrowing of money or any Hedging Obligations; 

(xxvii) Indebtedness of the Issuer or any Restricted Subsidiary to or on behalf of any joint venture (regardless of the form of
legal entity) that is not a Restricted Subsidiary arising in the ordinary course of business in connection with the cash management operations (including with respect to intercompany self-insurance arrangements) of the Issuer and its Restricted
Subsidiaries; 
 (xxviii) obligations in respect of the AR Facility and (ii) any Indebtedness Incurred in lieu thereof
in an amount (when taken together with (A) the AR Facility and (B) any Refinancing Indebtedness Incurred pursuant to clause (xv) above which refinances Indebtedness Incurred pursuant to this clause (ii)) that does not exceed
(x) for the 12-month period beginning on the Issue Date, the greater of $200.0 million and 8.8% of Total Assets at the time of Incurrence and (y) thereafter the greater of $250.0 million and 11.0% of Total Assets of the Issuer at the time
of Incurrence; and 
 (xxix) any Indebtedness Incurred in lieu of obligations in respect of the CPC Facility, together with
any Refinancing Indebtedness in respect thereof Incurred pursuant to clause (xv) hereof, in an amount of up to the peak amount of net payables under the CPC Facility during the 365 day period ended on the date the CPC Facility is refinanced.

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

(1) 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 described in clauses (i) through (xxix) of Section 4.03(b) above or is entitled to be Incurred pursuant to Section 4.03(a), then the Issuer may, in its sole
discretion, classify or reclassify, or later divide, classify or reclassify (as if Incurred at such later time), such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) in any manner that complies with this
Section 4.03; provided that Indebtedness outstanding under the Credit Agreements on the Issue Date shall be Incurred under clause (i) of Section 4.03(b) above and may not be reclassified; 

(2) at the time of Incurrence, the Issuer will be entitled to divide and classify an item of Indebtedness in more than one of
the categories of Indebtedness described in Section 4.03(a) or clauses (i) through (xxix) of Section 4.03(b) (other than clause (xvi) of Section 4.03(b)) (or any portion thereof) without giving pro forma effect
to the Indebtedness Incurred pursuant to any other clause (other than clause (xvi) of Section 4.03(b)) or paragraph of Section 4.03 (or any portion thereof) when calculating the amount of Indebtedness that may be Incurred pursuant to
any such clause or paragraph (or any portion thereof); and 
 (3) in connection with the Incurrence or issuance, as
applicable, of (x) revolving loan Indebtedness under Section 4.03(a), (y) any Indebtedness under clause (i)(y) of Section 4.03(b) or (z) any Indebtedness, Disqualified Stock or Preferred Stock under
Section 4.03(b)(xvi), the Issuer or applicable Restricted Subsidiary may, by notice to the Trustee at any time prior to the actual Incurrence of such Indebtedness or issuance of such Disqualified Stock or Preferred Stock, as applicable,
designate such Incurrence or issuance as having occurred on the date of such prior notice, and any related subsequent actual Incurrence or issuance will be deemed for all purposes under this Indenture to have been Incurred on the date of such prior
notice. 

  
 57 








 Accrual of interest, the accretion of accreted value, the payment of interest or dividends in the
form of additional Indebtedness, Disqualified Stock or Preferred Stock, as applicable, amortization of original issue discount, the accretion of liquidation preference and increases in the amount of Indebtedness outstanding solely as a result of
fluctuations in the exchange rate of currencies will not be deemed to be an Incurrence of Indebtedness, Disqualified Stock or Preferred Stock for purposes of this Section 4.03. Guarantees of, or obligations in respect of letters of credit
relating to, Indebtedness which is otherwise included in the determination of a particular amount of Indebtedness shall not be included in the determination of such amount of Indebtedness; provided that the Incurrence of the Indebtedness
represented by such guarantee or letter of credit, as the case may be, was in compliance with this Section 4.03. 
 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 or first Incurred (whichever yields the lower U.S. dollar equivalent), in the case of revolving credit debt. However, if the
Indebtedness is Incurred to refinance other Indebtedness denominated in a foreign currency, and the 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 the refinancing, the U.S. dollar-denominated restriction will be deemed not to have been exceeded so long as the principal amount of the refinancing Indebtedness does not exceed the principal amount of the Indebtedness being
refinanced. 
 Notwithstanding any other provision of this Section 4.03, the maximum amount of Indebtedness that the Issuer and its
Restricted Subsidiaries may Incur pursuant to this Section 4.03 shall not be deemed to be exceeded, with respect to any outstanding Indebtedness, solely as a result of fluctuations in the exchange rate of currencies. The principal amount of any
Indebtedness Incurred to refinance other Indebtedness, if Incurred in a different currency from the Indebtedness being refinanced, will be calculated based on the currency exchange rate applicable to the currencies in which the respective
Indebtedness is denominated that is in effect on the date of the refinancing. 
 Section 4.04 Limitation on Restricted Payments.

 (a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: 

(i) declare or pay any dividend or make any distribution on account of any of the Issuer’s or any of the Restricted
Subsidiaries’ Equity Interests, including any payment made in connection with any merger, amalgamation or consolidation involving the Issuer (other than (A) dividends or distributions payable solely in Equity Interests (other than
Disqualified Stock) of the Issuer; or (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted
Subsidiary that is not a Wholly Owned Restricted Subsidiary, the Issuer or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities);


  
 58 








 (ii) purchase or otherwise acquire or retire for value any Equity Interests of
the Issuer or any direct or indirect parent of the Issuer; 
 (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 or scheduled maturity, any Subordinated Indebtedness of the Issuer or any Subsidiary Guarantor (other than (x) the payment, redemption, repurchase,
defeasance, acquisition or retirement of (A) Subordinated Indebtedness in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of such payment, redemption,
repurchase, defeasance, acquisition or retirement and (B) Indebtedness permitted under clauses (vii) and (ix) of Section 4.03(b) and (y) payments on Subordinated Indebtedness, including the Subordinated Notes, necessary to
avoid such Subordinated Indebtedness constituting “applicable high yield discount obligations” within the meaning of Section 163(i)(l) of the Code (such payments, “AHYDO Payments” ); or 

(iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above
being collectively referred to as “Restricted Payments”), unless, at the time of such Restricted Payment: 
 (1) no Default
shall have occurred and be continuing or would occur as a consequence thereof; 
 (2) immediately after giving effect to such transaction on
a pro forma basis, the Issuer could Incur $1.00 of additional Indebtedness under Section 4.03(a); and 
 (3) such Restricted Payment,
together with the aggregate amount of all other Restricted Payments made by the Issuer and the Restricted Subsidiaries after the Issue Date (including Restricted Payments permitted by clauses (vi)(C), (viii) and (xiii)(B) of
Section 4.04(b), but excluding all other Restricted Payments permitted by Section 4.04(b)), is less than the amount equal to the Cumulative Credit. 

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

(i) the payment of any dividend or distribution or the consummation of any irrevocable redemption within 60 days after the date
of declaration thereof, if at the date of declaration or the giving notice of such irrevocable redemption, as applicable, such payment would have complied with the provisions of this Indenture; 

(ii) (A) the redemption, repurchase, retirement or other acquisition of any Equity Interests (“Retired Capital
Stock”) or Subordinated Indebtedness of the Issuer, any direct or indirect parent of the Issuer or any Subsidiary Guarantor in exchange for, or out of the proceeds of, the substantially concurrent sale of, Equity Interests of the Issuer or
any direct or indirect parent of the Issuer or contributions to the equity capital of the Issuer (other than any Disqualified Stock or any Equity Interests sold to a Subsidiary of the Issuer) (collectively, including any such contributions,
“Refunding Capital Stock”), 

  
 59 








 (B) the declaration and payment of dividends on the Retired Capital Stock out of
the proceeds of the substantially concurrent sale (other than to a Subsidiary of the Issuer) of Refunding Capital Stock, and 

(C) if immediately prior to the retirement of Retired Capital Stock, the declaration and payment of dividends thereon was
permitted under clause (vi) of this Section 4.04(b) and not made pursuant to clause (ii)(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 of the Issuer) in an aggregate amount per year no greater than the aggregate amount of dividends per annum that were declarable and payable on such
Retired Capital Stock immediately prior to such retirement; 
 (iii) the redemption, repurchase, defeasance, or other
acquisition or retirement of Subordinated Indebtedness of the Issuer or any Subsidiary Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness of the Issuer or a Subsidiary Guarantor that is
Incurred in accordance with Section 4.03 so long as: 
 (A) the principal amount (or accreted value, if applicable) of
such new Indebtedness does not exceed the principal amount (or accreted value, if applicable), plus any accrued and unpaid interest, of the Subordinated Indebtedness being so redeemed, repurchased, defeased, acquired or retired for value (plus the
amount of any premium required to be paid under the terms of the instrument governing the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired, any tender premiums, plus any defeasance costs, fees and expenses Incurred in
connection therewith), 
 (B) such Indebtedness is subordinated to the Notes or the related Subsidiary Guarantee of such
Subsidiary Guarantor, as the case may be, at least to the same extent as such Subordinated Indebtedness so purchased, exchanged, redeemed, repurchased, defeased, acquired or retired for value, 

(C) such Indebtedness has a final scheduled maturity date equal to or later than the earlier of (x) the final scheduled
maturity date of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired and (y) 91 days following the last maturity date of any Notes then outstanding, and 

(D) such Indebtedness has a Weighted Average Life to Maturity at the time Incurred which is not less than the shorter of
(x) the remaining Weighted Average Life to Maturity of the Subordinated Indebtedness being so redeemed, repurchased, defeased, acquired or retired and (y) the Weighted Average Life to Maturity that would result if all payments of principal
on the Subordinated Indebtedness being redeemed, repurchased, defeased, acquired or retired that were due on or after the date that is one year following the last maturity date of any Notes then outstanding were instead due on such date; 

(iv) a Restricted Payment to pay for the repurchase, retirement or other acquisition for value of Equity Interests of the
Issuer or any direct or indirect parent of the Issuer held by any future, present or former employee, director, officer or consultant of the Issuer or any direct or indirect parent of the Issuer or any Subsidiary of the Issuer pursuant to any
management equity plan or stock option plan or any other management or employee benefit plan or other agreement or arrangement; provided, however, that the aggregate Restricted Payments made under this


  
 60 








 
clause (iv) do not exceed $20.0 million in any calendar year (which shall increase to $40.0 million subsequent to the consummation of an underwritten public Equity Offering of Capital Stock
of the Issuer or any direct or indirect parent of the Issuer), with unused amounts in any calendar year being permitted to be carried over to succeeding calendar years subject to a maximum of $40.0 million in any calendar year (which shall increase
to $80.0 million subsequent to the consummation of an underwritten public Equity Offering of common stock); provided, further, however, that such amount in any calendar year may be increased by an amount not to exceed: 

(A) the cash proceeds received by the Issuer or any of the Restricted Subsidiaries from the sale of Equity Interests (other
than Disqualified Stock) of the Issuer or any direct or indirect parent of the Issuer (to the extent contributed to the Issuer) to employees, directors, officers or consultants of the Issuer and the Restricted Subsidiaries or any direct or indirect
parent of the Issuer that occurs after the Issue Date (provided that the amount of such cash proceeds utilized for any such repurchase, retirement, other acquisition or dividend will not increase the amount available for Restricted Payments
under clause (3) of the definition of “Cumulative Credit”), plus 
 (B) the cash proceeds of key man life
insurance policies received by the Issuer or any direct or indirect parent of the Issuer (to the extent contributed to the Issuer) or the Restricted Subsidiaries after the Issue Date; 

provided that the Issuer may elect to apply all or any portion of the aggregate increase contemplated by clauses (A) and (B) above in any
calendar year; and provided, further, that cancellation of Indebtedness owing to the Issuer or any Restricted Subsidiary from any present or former employees, directors, officers or consultants of the Issuer, any Restricted Subsidiary
or the direct or indirect parents of the Issuer in connection with a repurchase of Equity Interests of the Issuer or any of its direct or indirect parents will not be deemed to constitute a Restricted Payment for purposes of this Section 4.04
or any other provision of this Indenture; 
 (v) the declaration and payment of dividends or distributions to holders of any
class or series of Disqualified Stock of the Issuer or any Restricted Subsidiary issued or Incurred in accordance with Section 4.03; 

(vi) (A) the declaration and payment of dividends or distributions to holders of any class or series of Designated Preferred
Stock (other than Disqualified Stock) issued after the Issue Date; 
 (B) a Restricted Payment to any direct or indirect
parent of the Issuer, 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) of any direct or indirect parent of the Issuer issued after the
Issue Date; provided that the aggregate amount of dividends declared and paid pursuant to this clause (B) does not exceed the net cash proceeds actually received by the Issuer from any such sale of Designated Preferred Stock (other than
Disqualified Stock) issued after the Issue Date; and 
 (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 Section 4.04(b)(ii); 

  
 61 








 provided, however, in the case of each of clauses (A) and (C) above 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, after giving effect to such issuance (and the payment of
dividends or distributions and treating such Designated Preferred Stock as Indebtedness for borrowed money for such purpose) on a pro forma basis (including a pro forma application of the net proceeds therefrom), the Issuer 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 (as determined in good faith by the Issuer), taken together with all other Investments made pursuant to this clause (vii) that are at that time outstanding, not to exceed the sum of (a) the greater of $75.0 million and 3.3% of
Total Assets of the Issuer and (b) an amount equal to any returns (including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) actually received in respect of any 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); provided, however, that if any Investment pursuant to this clause (vii) is made in any
Person that is not the Issuer or a Restricted Subsidiary at the date of the making of such Investment and such Person becomes the Issuer or a Restricted Subsidiary after such date, such Investment shall thereafter be deemed to have been made
pursuant to clause (1) of the definition of Permitted Investments and shall cease to have been made pursuant to this clause (vii) for so long as such Person continues to be the Issuer or a Restricted Subsidiary; 

(viii) the payment of dividends after a public offering of Capital Stock of the Issuer or any direct or indirect parent of the
Issuer on the Issuer’s Capital Stock (or a Restricted Payment to any such direct or indirect parent of the Issuer to fund the payment by such direct or indirect parent of the Issuer of dividends on such entity’s Capital Stock) of up to
6.0% per annum of Market Capitalization; 
 (ix) Restricted Payments that are made with (or in an aggregate amount that
does not exceed the aggregate amount of) Excluded Contributions; 
 (x) Restricted Payments in an aggregate amount that, when
taken together with all other Restricted Payments made pursuant to this clause (x) that are at that time outstanding, do not exceed $75.0 million; 

(xi) the distribution, as a dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed to the Issuer or a
Restricted Subsidiary by, Unrestricted Subsidiaries; 
 (xii) Tax Distributions; 

(xiii) any Restricted Payment, if applicable: 

(A) in amounts required for any direct or indirect parent of the Issuer to pay fees and expenses (including franchise or
similar taxes) required to maintain its corporate existence, customary salary, bonus and other benefits payable to, and indemnities provided on behalf of, officers and employees of any direct or indirect parent of the Issuer and general corporate
operating and overhead expenses of any direct or indirect parent of the Issuer in each case to the extent such fees and expenses are attributable to the ownership or operation of the Issuer, if applicable, and its Subsidiaries; 

  
 62 








 (B) in amounts required for any direct or indirect parent of the Issuer, if
applicable, to pay interest and/or principal on Indebtedness the proceeds of which have been contributed to the Issuer or any Restricted Subsidiary and that has been guaranteed by, or is otherwise considered Indebtedness of, the Issuer Incurred in
accordance with Section 4.03; and 
 (C) in amounts required for any direct or indirect parent of the Issuer to pay fees
and expenses related to any equity or debt offering of such parent (whether or not successful); 
 (xiv) repurchases of
Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants; 

(xv) purchases of Securitization Assets pursuant to a Securitization Repurchase Obligation in connection with a Qualified
Securitization Financing and the payment or distribution of Securitization Fees; 
 (xvi) Restricted Payments by the Issuer
or any Restricted Subsidiary to allow the payment of cash in lieu of the issuance of fractional shares upon the exercise of options or warrants or upon the conversion or exchange of Capital Stock of any such Person; 

(xvii) the repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness pursuant to
provisions similar to those described in Section 4.06 and Section 4.08; provided that all Notes tendered by holders of Notes in connection with a Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased,
redeemed or acquired for value; 
 (xviii) payments or distributions to dissenting stockholders pursuant to applicable law,
pursuant to or in connection with a consolidation, amalgamation, merger or transfer of all or substantially all of the assets of the Issuer and the Restricted Subsidiaries, taken as a whole, that complies with Section 5.01; provided that
as a result of such consolidation, amalgamation, merger or transfer of assets, the Issuer shall have made a Change of Control Offer (if required by this Indenture) and that all Notes tendered by holders in connection with such Change of Control
Offer have been repurchased, redeemed or acquired for value; 
 (xix) any Restricted Payment used to fund the Transactions
and the payment of fees and expenses Incurred in connection with the Transactions or owed by the Issuer or any direct or indirect parent of the Issuer or Restricted Subsidiaries of the Issuer to Affiliates, and any other payments made, including any
such payments made to any direct or indirect parent of the Issuer to enable it to make payments in connection with the consummation of the Transactions, whether payable on the Issue Date or thereafter, in each case to the extent permitted by
Section 4.07; and 
 (xx) any Restricted Payment made under the Acquisition Documents (as in effect on the Issue Date);

 provided, however, that at the time of, and after giving effect to, any Restricted Payment permitted under clauses (vi)(B), (vii), (x),
(xi) and (xiii)(B) of this Section 4.04(b), no Default shall have occurred and be continuing or would occur as a consequence thereof; provided, further, that any Restricted Payments made with property other than cash shall be
calculated using the Fair Market Value (as determined in good faith by the Issuer) of such property. Notwithstanding any other provision of this covenant: no 

  
 63 








 
Restricted Payments of the type described in clauses (1), (2) or (3) of the definition of “Restricted Payment” made pursuant to the “Cumulative Credit” or clauses
(ix) or (x) of this Section 4.04(b) are permitted to be made to the Sponsors or any of their respective Affiliates by the Issuer or any of its Restricted Subsidiaries, (a) at any time during the 12-month period following the
Issue Date and (b) at any time after the 12-month period following the Issue Date unless the Net Total Leverage Ratio of the Issuer for the most recently ended four fiscal quarters for which internal financial statements are available
immediately preceding such Restricted Payment is less than 4.50 to 1.00 on a pro forma basis after giving effect to such Restricted Payment as if it had occurred at the beginning of such four fiscal quarter period. 

Notwithstanding any provision in this Indenture: 

(A) the Subordinated Notes held by the Sponsors or any of their respective Affiliates may not be amended, directly or
indirectly, to reduce the maturity date thereof; and 
 (B) the Issuer and its Restricted Subsidiaries shall not make any
Investments in Unrestricted Subsidiaries or other Permitted Investments in any Affiliates of the Issuer to the extent the proceeds of such Investments are utilized by such Unrestricted Subsidiary or such Affiliate for the purpose of making a
distribution to or otherwise transferring funds to the Sponsors or any of their respective Affiliates on account of any Subordinated Indebtedness or any Equity Interests of the Issuer or any direct or indirect parent of the Issuer (a) at any
time during the 12-month period following the Issue Date and (b) at any time after the 12-month period following the Issue Date unless the Net Total Leverage Ratio of the Issuer for the most recently ended four fiscal quarters for which
internal financial statements are available immediately preceding such Investment is less than 4.50 to 1.00 on a pro forma basis after giving effect to such Investment as if it had occurred at the beginning of such four fiscal quarter period. 

(c) As of the Issue Date, all of the Subsidiaries of the Issuer will be Restricted Subsidiaries. The Issuer will not permit any Unrestricted
Subsidiary to become a Restricted Subsidiary except pursuant to the definition of “Unrestricted Subsidiary.” For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Issuer and
the Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be deemed to be Restricted Payments in an amount determined as set forth in the last sentence of the definition of “Investments.” Such
designation will only be permitted if a Restricted Payment or Permitted Investment in such amount would be permitted at such time and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. 

Section 4.05 Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuer shall not, and shall not permit any of the
Restricted Subsidiaries 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 Restricted Subsidiary to: 

(a) (i) pay dividends or make any other distributions to the Issuer or any Restricted Subsidiary (1) on its Capital Stock; or
(2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to the Issuer or any Restricted Subsidiary; 

(b) make loans or advances to the Issuer or any Restricted Subsidiary; or 

(c) sell, lease or transfer any of its properties or assets to the Issuer or any Restricted Subsidiary; 

  
 64 








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

(1) (A) contractual encumbrances or restrictions in effect on the Issue Date (including in respect of the Subordinated Notes as
of the Issue Date) and (ii) contractual encumbrances or restrictions pursuant to the Credit Agreements and the other Credit Agreement Documents and, in each case, any similar contractual encumbrances effected by any amendments, modifications,
restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or instruments; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or
refinancings are, in the good faith judgment of the Issuer, not materially more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment,
modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; 
 (2) this Indenture, the
Notes or the Subsidiary Guarantees (and the Subordinated Notes and the indenture and guarantees relating thereto); 
 (3)
applicable law or any applicable rule, regulation or order; 
 (4) any agreement or other instrument of a Person acquired by
the Issuer or any Restricted Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition), which
encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired; 

(5) contracts or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed
pursuant to an agreement entered into for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary; 

(6) Secured Indebtedness otherwise permitted to be Incurred pursuant to Sections 4.03 and 4.12 that limit the right of the
debtor to dispose of the assets securing such Indebtedness; 
 (7) restrictions on cash or other deposits or net worth
imposed by customers under contracts entered into in the ordinary course of business; 
 (8) customary provisions in joint
venture agreements and other similar agreements entered into in the ordinary course of business; 
 (9) purchase money
obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature discussed in clause (c) above on the property so acquired; 

(10) customary provisions contained in leases, licenses and other similar agreements entered into in the ordinary course of
business; 

  
 65 








 (11) in the case of Section 4.05(c) above, any encumbrance or restriction
that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license (including without limitations,
licenses of intellectual property) or other contracts; 
 (12) any encumbrance or restriction of a Securitization Subsidiary
effected in connection with a Qualified Securitization Financing; provided, however, that such restrictions apply only to such Securitization Subsidiary; 

(13) any encumbrance or restriction contained in other Indebtedness, Disqualified Stock or Preferred Stock (a) of the
Issuer or any Restricted Subsidiary that is a Subsidiary Guarantor or a Foreign Subsidiary or (b) of any Restricted Subsidiary that is not a Subsidiary Guarantor or a Foreign Subsidiary so long as such encumbrances and restrictions contained in
any agreement or instrument will not materially affect the Issuer’s ability to make anticipated principal or interest payments on the Notes (as determined in good faith by the Issuer), provided that in the case of each of clauses
(a) and (b), such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred subsequent to the Issue Date pursuant to Section 4.03; 

(14) any Restricted Investment not prohibited by Section 4.04 and any Permitted Investment; 

(15) any encumbrances or restrictions of the type referred to in Section 4.05(a), (b) or (c) above imposed by
any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (14) above; provided that such
amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuer, no more restrictive with respect to such dividend and other payment restrictions than
those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; 

(16) any encumbrances or restrictions contained in the AR Facility Incurred in accordance with clause (xxviii) of
Section 4.03(b); provided that any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the AR Facility are, in the good faith judgment of the Issuer, not materially more
restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or
refinancing, or alternatively, than those contained in the Senior Secured Cash Flow Credit Agreement or in this Indenture; or 

(17) any encumbrances or restrictions contained in the CPC Facility or any Indebtedness or obligations Incurred in accordance
with clause (xxix) of Section 4.03(b); provided that any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the CPC Facility are, in the good faith judgment of the
Issuer, not materially more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase,
supplement, refunding, replacement or refinancing, or alternatively, than those contained in the Senior Secured Cash Flow Credit Agreement or in this Indenture. 

  
 66 








 For purposes of determining compliance with this Section 4.05, (i) the priority of any
Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the
subordination of loans or advances made to the Issuer or a Restricted Subsidiary to other Indebtedness Incurred by the Issuer or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances. 

Section 4.06 Asset Sales. 

(a) The Issuer shall not, and shall not permit any of the Restricted Subsidiaries to, cause or make an Asset Sale, unless (x) the Issuer
or any 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 the Issuer) of the assets sold or otherwise disposed of, and (y) at
least 75.0% of the consideration therefor received by the Issuer or such Restricted Subsidiary, as the case may be, is in the form of Cash Equivalents; provided that the amount of: 

(i) any liabilities (as shown on the Issuer’s or a Restricted Subsidiary’s most recent balance sheet or in the notes
thereto) of the Issuer or a Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes or any Subsidiary Guarantee) that are assumed by the transferee of any such assets or that are otherwise cancelled or
terminated in connection with the transaction with such transferee, 
 (ii) any notes or other obligations or other
securities or assets received by the Issuer or such Restricted Subsidiary from such transferee that are converted by the Issuer or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received), 

(iii) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to
the extent that the Issuer and each other Restricted Subsidiary are released from any guarantee of payment of such Indebtedness in connection with the Asset Sale, 

(iv) consideration consisting of Indebtedness of the Issuer (other than Subordinated Indebtedness) received after the Issue
Date from Persons who are not the Issuer or any Restricted Subsidiary, and 
 (v) any Designated Non-cash Consideration
received by the Issuer or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value (as determined in good faith by the Issuer), taken together with all other Designated Non-cash Consideration received pursuant to this
Section 4.06(a)(v) that is at that time outstanding, not to exceed the greater of $75.0 million and 4.5% 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 the purposes of this Section 4.06(a). 

  
 67 








 (b) Within 365 days after the Issuer’s or any Restricted Subsidiary’s receipt of the
Net Proceeds of any Asset Sale, the Issuer or such Restricted Subsidiary may apply the Net Proceeds from such Asset Sale, at its option: 

(i) to repay (A) Indebtedness constituting Bank Indebtedness and other Pari Passu Indebtedness that is secured by a Lien
permitted under this Indenture (and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto), (B) Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor,
(C) Obligations under the Notes or (D) other Pari Passu Indebtedness (provided that if the Issuer or any Subsidiary Guarantor shall so reduce the Obligations under unsecured Pari Passu Indebtedness under this clause (D), the Issuer
will equally and ratably reduce Notes Obligations pursuant to Section 3.01, through open-market purchases (provided that such purchases are at or above 100.0% of the principal amount thereof or, in the event that the Notes were issued
with significant original issue discount, 100.0% of the accreted value thereof) or by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all holders to purchase at a purchase price equal to 100.0% of the
principal amount thereof (or, in the event that the Notes were issued with significant original issue discount, 100.0% of the accreted value thereof), plus accrued and unpaid interest, the pro rata principal amount of Notes), in each case other than
Indebtedness owed to the Issuer or an Affiliate of the Issuer; or 
 (ii) to make an investment in any one or more businesses
(provided that if such investment is in the form of the acquisition of Capital Stock of a Person, such acquisition results in such Person becoming a Restricted Subsidiary of the Issuer), assets, or property or capital expenditures, in each
case (A) used or useful in a Similar Business or (B) that replace the properties and assets that are the subject of such Asset Sale or to reimburse the cost of any of the foregoing Incurred on or after the date on which the Asset Sale
giving rise to such Net Proceeds was contractually committed. 
 In the case of Section 4.06(b)(ii), a binding commitment shall be
treated as a permitted application of the Net Proceeds from the date of such commitment until the 18-month anniversary of the date of the receipt of such Net Proceeds; provided that in the event such binding commitment is later canceled or
terminated for any reason before such Net Proceeds are so applied, then such Net Proceeds shall constitute Excess Proceeds unless the Issuer or such Restricted Subsidiary enters into another binding commitment (a “Second
Commitment”) within six months of such cancellation or termination of the prior binding commitment; provided, further, that the Issuer or such Restricted Subsidiary may only enter into a Second Commitment under the foregoing
provision one time with respect to each Asset Sale and to the extent such Second Commitment is later cancelled or terminated for any reason before such Net Proceeds are applied or are not applied within 180 days of such Second Commitment, then such
Net Proceeds shall constitute Excess Proceeds. 
 Pending the final application of any such Net Proceeds, the Issuer or such Restricted
Subsidiary may temporarily reduce Indebtedness under a revolving credit facility, if any, or otherwise invest such Net Proceeds in any manner not prohibited by this Indenture. Any Net Proceeds from any Asset Sale that are not applied as provided and
within the time period set forth in the first sentence of this Section 4.06(b) (it being understood that any portion of such Net Proceeds used to make an offer to purchase Notes, as described in clause (i) of this Section 4.06(b), shall be deemed to
have been invested whether or not such offer is accepted) will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $100.0 million, the Issuer shall make an offer to all holders of Notes (and, at
the option of the Issuer, to holders of any other Pari Passu Indebtedness) (an “Asset Sale Offer”) to purchase the maximum principal amount of Notes (and such other Pari Passu Indebtedness), that is at least $2,000 and an integral
multiple of $1,000 in excess thereof that may be purchased out of the Excess Proceeds at an 

  
 68 








 
offer price in cash in an amount equal to 100.0% of the principal amount thereof (or, in the event the Notes or other Pari Passu Indebtedness were issued with significant original issue discount,
100.0% of the accreted value thereof), plus accrued and unpaid interest (or, in respect of such other Pari Passu Indebtedness, such lesser price, if any, as may be provided for by the terms of such other Pari Passu Indebtedness), to the date fixed
for the closing of such offer, in accordance with the procedures set forth in this Section 4.06. The Issuer will commence an Asset Sale Offer with respect to Excess Proceeds within ten (10) Business Days after the date that Excess Proceeds
exceeds $100.0 million by mailing, or delivered electronically if held by the Depository, the notice required pursuant to the terms of this Indenture, with a copy to the Trustee. To the extent that the aggregate amount of Notes (and such other Pari
Passu Indebtedness) tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuer may use any remaining Excess Proceeds for any purpose that is not prohibited by this Indenture. If the aggregate principal amount of Notes (and
such other Pari Passu Indebtedness) surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee, upon receipt of notice from the Issuer of the aggregate principal amount to be selected, shall select the Notes to be purchased in
the manner described in Section 4.06(e). Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. 

(c) The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the
extent such laws or regulations are applicable in connection with the repurchase 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 will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in this Indenture by virtue thereof. 

(d) Not later than the date upon which written notice of an Asset Sale Offer is delivered to the Trustee as provided above, the Issuer shall
deliver to the Trustee an Officers’ Certificate as to (i) the amount of the Excess Proceeds, (ii) the allocation of the Net Proceeds from the Asset Sales pursuant to which such Asset Sale Offer is being made and (iii) the
compliance of such allocation with the provisions of Section 4.06(b). On such date, the Issuer shall also irrevocably deposit with the Trustee or with a paying agent (or, if the Issuer or a Subsidiary is acting as the Paying Agent, segregate
and hold in trust) an amount equal to the Excess Proceeds to be invested in Cash Equivalents, as directed in writing by the Issuer and to be held for payment in accordance with the provisions of this Section 4.06. Upon the expiration of the
period for which the Asset Sale Offer remains open (the “Offer Period”), the Issuer shall deliver to the Trustee for cancellation the Notes or portions thereof that have been properly tendered to and are to be accepted by the
Issuer. The Trustee (or the Paying Agent, if not the Trustee) shall, on the date of purchase, mail or deliver payment to each tendering holder in the amount of the purchase price. In the event that the Excess Proceeds delivered by the Issuer to the
Trustee are greater than the purchase price of the Notes tendered, the Trustee shall deliver the excess to the Issuer immediately after the expiration of the Offer Period for application in accordance with this Section 4.06. 

(e) Holders electing to have a Note purchased shall be required to surrender such Note, with an appropriate form duly completed, to the Issuer
at the address specified in the notice at least three Business Days prior to the purchase date. Holders shall be entitled to withdraw their election if the Trustee or the Issuer receives not later than one Business Day prior to the purchase date, a
telegram, telex, facsimile transmission or letter setting forth the name of the holder, the principal amount of the Note which was delivered by the holder for purchase and a statement that such holder is withdrawing his election to have such Note
purchased. If at the end of the Offer Period more Notes (and such other Pari Passu Indebtedness) are tendered pursuant to an Asset Sale Offer than the Issuer is required to purchase, selection of such Notes for purchase shall be made by the Trustee
in compliance with the requirements of the principal national securities exchange, if any, on which such Notes are listed (and the Issuer shall notify the Trustee of any such listing), or if such Notes are not so listed, on a pro rata basis to the
extent 

  
 69 








 
practicable, by lot or by such other method as the Trustee shall deem fair and appropriate (and in such manner as complies with the requirements of the Depository, if applicable); provided
that no Notes of $2,000 or less shall be purchased in part. Selection of such other Pari Passu Indebtedness shall be made pursuant to the terms of such other Pari Passu Indebtedness. 

(f) Notices of an Asset Sale Offer shall be mailed by the Issuer by first class mail, postage prepaid, or delivered electronically if held by
the Depository, at least 30 but not more than 60 days before the purchase date to each holder of Notes at such holder’s registered address. If any Note is to be purchased in part only, any notice of purchase that relates to such Note shall
state the portion of the principal amount thereof that has been or is to be purchased. 
 Section 4.07 Transactions with
Affiliates. 
 (a) The Issuer shall not, and shall not permit any of the Restricted Subsidiaries to, directly or indirectly, 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 or series of transactions, contract, agreement, understanding,
loan, advance or guarantee with, or for the benefit of, any Affiliate of the Issuer (each of the foregoing, an “Affiliate Transaction”) involving aggregate consideration in excess of $25.0 million, unless: 

(i) such Affiliate Transaction is on terms that are not materially less favorable to the Issuer or the relevant Restricted
Subsidiary than those that could have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person; and 

(ii) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in
excess of $50.0 million, the Issuer delivers to the Trustee a resolution adopted in good faith by the majority of the Board of Directors of the Issuer, approving such Affiliate Transaction and set forth in an Officers’ Certificate certifying
that such Affiliate Transaction complies with clause (i) above. 
 (b) The provisions of Section 4.07(a) shall not apply to the
following: 
 (i) transactions between or among the Issuer and/or any of the Restricted Subsidiaries (or an entity that
becomes a Restricted Subsidiary as a result of such transaction) and any merger, consolidation or amalgamation of the Issuer and any direct parent of the Issuer; provided that such parent shall have no material liabilities and no material
assets other than cash, Cash Equivalents and the Capital Stock of the Issuer and such merger, consolidation or amalgamation is otherwise in compliance with the terms of this Indenture and effected for a bona fide business purpose; 

(ii) Restricted Payments permitted by Section 4.04 and Permitted Investments; 

(iii) the payment of reasonable and customary fees and reimbursement of expenses paid to, and indemnity provided on behalf of,
officers, directors, employees or consultants of the Issuer, any Restricted Subsidiary, or any direct or indirect parent of the Issuer; 

(iv) transactions in which the Issuer or any Restricted Subsidiary, as the case may be, delivers to the Trustee a letter from
an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (i) of Section 4.07(a); 

  
 70 








 (v) payments or loans (or cancellation of loans) to officers, directors,
employees or consultants which are approved by a majority of the Board of Directors of the Issuer in good faith; 
 (vi) any
agreement as in effect as of the Issue Date or any amendment thereto (so long as any such agreement together with all amendments thereto, taken as a whole, is not more disadvantageous to holders of Notes in any material respect than the original
agreement as in effect on the Issue Date) or any transaction contemplated thereby as determined in good faith by the Issuer; 

(vii) the existence of, or the performance by the Issuer or any Restricted Subsidiary of its obligations under the terms of any
stockholders or limited liability company agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Issue Date, and any transaction, agreement or arrangement described in the
Offering Memorandum and, in each case, any amendment thereto or similar transactions, agreements or arrangements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer or any
Restricted Subsidiary of its obligations under, any future amendment to any such existing transaction, agreement or arrangement or under any similar transaction, agreement or arrangement entered into after the Issue Date shall only be permitted by
this clause (vii) to the extent that the terms of any such existing transaction, agreement or arrangement together with all amendments thereto, taken as a whole, or new transaction, agreement or arrangement are not otherwise more
disadvantageous to holders of Notes in any material respect than the original transaction, agreement or arrangement as in effect on the Issue Date; 

(viii) the execution of the Transactions, and the payment of all fees, expenses, bonuses and awards related to the
Transactions, including fees paid to the Sponsors; 
 (ix) (A) transactions for the purchase or sale of goods,
equipment, products, parts and services entered into in the ordinary course of business and any other ordinary course commercial agreements and transactions relating thereto or arising therefrom or (B) transactions with joint ventures or
Unrestricted Subsidiaries entered into in the ordinary course of business and consistent with past practice or industry norm; 

(x) any transaction effected as part of a Qualified Securitization Financing or the AR Facility; 

(xi) the issuance of Equity Interests (other than Disqualified Stock) of the Issuer to any Person; 

(xii) the issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the
funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by the Board of Directors of the Issuer or any direct or indirect parent of the Issuer or of a Restricted Subsidiary, as
appropriate, in good faith; 
 (xiii) the entering into of any tax sharing agreement or arrangement that complies with
Section 4.04(b)(xii) regarding Tax Distributions and the performance under any such agreement or arrangement; 

  
 71 








 (xiv) any contribution to the capital of the Issuer; 

(xv) transactions permitted by, and complying with, Section 5.01; 

(xvi) transactions between the Issuer or any Restricted Subsidiary and any Person, a director of which is also a director of
the Issuer or any direct or indirect parent of the Issuer; provided, however, that such director abstains from voting as a director of the Issuer or such direct or indirect parent, as the case may be, on any matter involving such other
Person; 
 (xvii) pledges of Equity Interests of Unrestricted Subsidiaries; 

(xviii) the formation and maintenance of any consolidated group or subgroup for tax, accounting or cash pooling or management
purposes in the ordinary course of business; 
 (xix) any employment agreements entered into by the Issuer or any Restricted
Subsidiary in the ordinary course of business; 
 (xx) (a) the entering into of any agreement (and any amendment or
modification of any such agreement, so long as, in the good faith judgment of the Board of Directors of the Issuer, any such amendment or modification is not more disadvantageous, taken as a whole, to holders in any material respect as compared to
the agreement as in effect on the Issue Date) to pay, and the payment of, monitoring, consulting, management, transaction, advisory or similar fees payable to the Sponsors in an aggregate amount in any fiscal year not to exceed the sum of
(1) the greater of $2.5 million and 1.5% of EBITDA of the Issuer for such fiscal year, plus reasonable out-of-pocket costs and expenses in connection therewith and unpaid amounts accrued for prior periods; plus (2) any deferred fees (to
the extent such fees were within such amount in clause (1) above originally) and (b) the payment of the present value of all amounts payable pursuant to any agreement described in clause (xx)(a) in connection with the termination of such
agreement; 
 (xxi) payments by the Issuer or any of its Restricted Subsidiaries to any of the Sponsors made for any
financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including in connection with acquisitions or divestitures, which payments are approved by a majority of the Board of Directors of
the Issuer in good faith; 
 (xxii) transactions undertaken in good faith (as certified by a responsible financial or
accounting officer of the Issuer in an Officers’ Certificate) for the purpose of improving the consolidated tax efficiency of the Issuer and its Subsidiaries and not for the purpose of circumventing any covenant set forth in this Indenture;

 (xxiii) investments by the Sponsors in securities of the Issuer or any Restricted Subsidiary (and payment of reasonable
out-of-pocket expenses Incurred by the Sponsors in connection therewith) so long as (i) the investment is being generally offered to other investors on the same or more favorable terms and (ii) the investment constitutes less than 5.0% of
the proposed or outstanding issue amount of such class of securities; and 
 (xxiv) any purchase by the Sponsor or its
Affiliates of the Subordinated Notes. 

  
 72 








 Section 4.08 Change of Control. 

(a) Upon the occurrence of a Change of Control, each holder shall have the right to require the Issuer to repurchase all or any part of such
holder’s Notes at a purchase price in cash equal to 101.0% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase (subject to the right of the holders of record on the relevant Record Date to
receive interest due on the relevant Interest Payment Date), in accordance with the terms contemplated in this Section 4.08; provided, however, that notwithstanding the occurrence of a Change of Control, the Issuer shall not be
obligated to purchase any Notes pursuant to this Section 4.08 in the event that it has previously or concurrently exercised its right to redeem such Notes in accordance with Article III of this Indenture. In the event that at the time of such
Change of Control, the terms of the Bank Indebtedness restrict or prohibit the repurchase of Notes pursuant to this Section 4.08, then prior to the sending of the notice to the holders provided for in Section 4.08(b) but in any event
within 30 days following any Change of Control, the Issuer shall: (i) repay in full all Bank Indebtedness or, if doing so will allow the purchase of Notes, offer to repay in full all Bank Indebtedness and repay the Bank Indebtedness of each
lender and/or holder of Notes who has accepted such offer; or (ii) obtain the requisite consent under the agreements governing the Bank Indebtedness to permit the repurchase of the Notes as provided for in Section 4.08(b). 

(b) Within 30 days following any Change of Control, except to the extent that the Issuer has exercised its right to redeem the Notes in
accordance with Article III of this Indenture, the Issuer shall mail, or deliver electronically if held by the Depository, a notice (a “Change of Control Offer”) to each holder with a copy to the Trustee stating: 

(i) that a Change of Control has occurred and that such holder has the right to require the Issuer to repurchase such
holder’s Notes at a repurchase price in cash equal to 101.0% of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase (subject to the right of the holders of record on the relevant Record Date to receive
interest on the relevant Interest Payment Date); 
 (ii) the circumstances and relevant facts and financial information
regarding such Change of Control; 
 (iii) the repurchase date (which shall be no earlier than 30 days nor later than 60 days
from the date such notice is sent); and 
 (iv) the instructions determined by the Issuer, consistent with this
Section 4.08, that a holder of Notes must follow in order to have its Notes purchased. 
 (c) Holders electing to have a Note purchased
shall be required to surrender the Note, with an appropriate form duly completed, to the Issuer at the address specified in the notice at least three Business Days prior to the purchase date. The holders shall be entitled to withdraw their election
if the Trustee or the Issuer receives not later than one Business Day prior to the purchase date a telegram, telex, facsimile transmission or letter setting forth the name of the holder, the principal amount of the Note which was delivered for
purchase by the holder and a statement that such holder is withdrawing his election to have such Note purchased. Holders whose Notes are purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the
Notes surrendered. 
 (d) On the purchase date, all Notes purchased by the Issuer under this Section 4.08 shall be delivered to the
Trustee for cancellation, and the Issuer shall pay the purchase price plus accrued and unpaid interest, if any, to the holders entitled thereto. 

  
 73 








 (e) A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon
such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. 

(f) Notwithstanding the foregoing provisions of this Section 4.08, the Issuer shall not be required to make a Change of Control Offer
upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Issuer and
purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. 
 (g) Notes repurchased by the Issuer pursuant
to a Change of Control Offer will have the status of Notes issued but not outstanding or will be retired and canceled at the option of the Issuer. Notes purchased by a third party pursuant to the preceding clause (f) will have the status of
Notes issued and outstanding. 
 (h) At the time the Issuer delivers Notes to the Trustee which are to be accepted for purchase, the Issuer
shall also deliver an Officers’ Certificate stating that such Notes are to be accepted by the Issuer pursuant to and in accordance with the terms of this Section 4.08. A Note shall be deemed to have been accepted for purchase at the time
the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering holder. 
 (i) Prior to any Change of
Control Offer, the Issuer shall deliver to the Trustee an Officers’ Certificate stating that all conditions precedent contained herein to the right of the Issuer to make such offer have been complied with. 

(j) The Issuer shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other
securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.08. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.08, the Issuer
shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.08 by virtue thereof. 

(k) If holders of not less than 90.0% 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 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer, to redeem all Notes that remain outstanding following such purchase at
a price in cash equal to 101.0% of the principal amount thereof plus accrued and unpaid interest to but excluding the date of redemption. Any such redemption shall be effected pursuant to Article III. 

Section 4.09 Compliance Certificate. The Issuer shall deliver to the Trustee within 120 days after the end of each fiscal year of
the Issuer, beginning with the fiscal year ending on June 30, 2015, an Officers’ Certificate stating that in the course of the performance by the signers of their duties as Officers of the Issuer they would normally have knowledge of any
Default and whether or not the signers know of any Default that occurred during such period. If any Officer does, the certificate shall describe the Default, its status and what action the Issuer is taking or proposes to take with respect thereto.
Except with respect to receipt of payments of principal and interest on the Notes and any Default or Event of Default information contained in the Officers’ Certificate delivered to it pursuant to this Section 4.09, the Trustee shall have
no duty to review, ascertain or confirm the Issuer’s compliance with or the breach of any representation, warranty or covenant made in this Indenture. 

  
 74 








 Section 4.10 Further Instruments and Acts. Upon request of the Trustee, the Issuer
shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture. 

Section 4.11 Future Subsidiary Guarantors. The Issuer shall cause each Wholly Owned Restricted Subsidiary that is not an Excluded
Subsidiary and that guarantees or becomes a borrower under any Credit Agreement or that guarantees any other Capital Markets Indebtedness of the Issuer or any of the Subsidiary Guarantors to execute and deliver to the Trustee a supplemental
indenture substantially in the form of Exhibit C hereto pursuant to which such Wholly Owned Restricted Subsidiary will guarantee the Issuer’s Obligations under the Notes and this Indenture. 

Section 4.12 Liens. 

(a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, Incur or suffer to exist
any Lien (except Permitted Liens) on any asset or property of the Issuer or such Restricted Subsidiary securing Indebtedness of the Issuer or a Restricted Subsidiary unless the Notes are equally and ratably secured with (or on a senior basis to, in
the case of obligations subordinated in right of payment to the Notes) the obligations so secured until such time as such obligations are no longer secured by a Lien. 

(b) Section 4.12(a) shall not require the Issuer or any of its Restricted Subsidiaries to secure the Notes if the applicable Lien
consists of a Permitted Lien. Any Lien that is granted to secure the Notes or any Subsidiary Guarantee under Section 4.12(a) shall be automatically released and discharged at the same time as the release of the Lien that gave rise to the
obligation to secure the Notes or such Subsidiary Guarantee under Section 4.12(a). 
 (c) For purposes of determining compliance with
this Section 4.12, (i) a Lien securing an item of Indebtedness need not be permitted solely by reference to one category of permitted Liens (or any portion thereof) described in the definition of “Permitted Liens” or pursuant to
Section 4.12(a) but may be permitted in part under any combination thereof and (ii) in the event that a Lien securing an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) meets the criteria of one or more
of the categories of permitted Liens (or any portion thereof) described in the definition of “Permitted Liens” or pursuant to Section 4.12(a), the Issuer may, in its sole discretion, classify or reclassify, or later divide, classify
or reclassify (as if Incurred at such later time), such Lien securing such item of Indebtedness (or any portion thereof) in any manner that complies with this covenant and will be entitled to only include the amount and type of such Lien or such
item of Indebtedness secured by such Lien (or any portion thereof) in one of the categories of permitted Liens (or any portion thereof) described in the definition of “Permitted Liens” or pursuant to Section 4.12(a) and, in such
event, such Lien securing such item of Indebtedness (or any portion thereof) will be treated as being Incurred or existing pursuant to only such clause or clauses (or any portion thereof) or pursuant to Section 4.12(a) without giving pro
forma effect to such item (or portion thereof) when calculating the amount of Liens or Indebtedness that may be Incurred pursuant to any other clause or paragraph. 

(d) With respect to any Lien securing Indebtedness that was permitted to secure such Indebtedness at the time of the Incurrence of such
Indebtedness, such Lien shall also be permitted to secure any Increased Amount of such Indebtedness. The “Increased Amount” of any Indebtedness means any increase in the amount of such Indebtedness in connection with any accrual of
interest, the accretion of accreted value, the amortization of original issue discount, the payment of interest in the form of 

  
 75 








 
additional Indebtedness with the same terms or in the form of common stock of the Issuer, the payment of dividends on Preferred Stock in the form of additional shares of Preferred Stock of the
same class, accretion of original issue discount or liquidation preference and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies or increases in the value of property securing
Indebtedness described in clause (3) of the definition of “Indebtedness.” 
 Section 4.13 [Intentionally
Omitted]. 
 Section 4.14 Maintenance of Office or Agency. 

(a) The Issuer shall maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee or Registrar) where
Notes may be surrendered for registration of transfer or for exchange. 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 and surrenders may be made at the Corporate Trust Office of the Trustee as set forth in Section 13.01. 

(b) 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, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain an office or agency 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. 

(c) The Issuer hereby designates the Corporate Trust Office of the Trustee or its agent as such office or agency of the Issuer in accordance
with Section 2.04. 
 Section 4.15 Covenant Suspension. If on any date following the Issue Date, (i) the Notes have
Investment Grade Ratings from both Rating Agencies, and (ii) no Default has occurred and is continuing under this Indenture, then, beginning on that day (the occurrence of the events described in the foregoing clauses (i) and
(ii) being collectively referred to as a “Covenant Suspension Event”), and subject to the provisions of the following paragraph, the Issuer and the Restricted Subsidiaries shall not be subject to Sections 4.03, 4.04, 4.05,
4.06, 4.07, 4.11 and 5.01(a)(iv) (collectively the “Suspended Covenants”). 
 In the event that the Issuer and its
Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies
withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating, then the Issuer and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants under this Indenture
with respect to future events. 
 The Issuer shall provide the Trustee with notice of each Covenant Suspension Event or Reversion Date
within five Business Days of the occurrence thereof. The Trustee will have no duty to monitor or provide notice to holders of Notes of any Covenant Suspension Event or Reversion Date. 

On each Reversion Date, all Indebtedness Incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be
classified as having been Incurred or issued pursuant to Section 4.03(a) or (b) (to the extent such Indebtedness or Disqualified Stock or Preferred Stock would be permitted to be Incurred or issued thereunder as of the Reversion Date and
after giving effect to Indebtedness Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be


  
 76 








 
Incurred or issued pursuant to Section 4.03(a) or (b), such Indebtedness or Disqualified Stock or Preferred Stock will be deemed to have been outstanding on the Issue Date, so that it is
classified as permitted under Section 4.03(b)(iii). Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 4.04 will be made as though Section 4.04 had been in effect since
the Issue Date and prior to, but not during, the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will not reduce the amount available to be made as Restricted Payments under Section 4.04(a). As described
above, however, no Default or Event of Default will be deemed to have occurred on the Reversion Date as a result of any actions taken by the Issuer or its Restricted Subsidiaries during the Suspension Period. Within 30 days of such Reversion Date,
the Issuer must comply with the terms of Section 4.11. 
 For purposes of Section 4.06, on the Reversion Date, the unutilized
Excess Proceeds amount will be reset to zero. 
 ARTICLE V. 

SUCCESSOR COMPANY 

Section 5.01 When Issuer and Subsidiary Guarantors May Merge or Transfer Assets. 

(a) The Issuer may not, directly or indirectly, consolidate, amalgamate or merge with or into or wind up or convert into (whether or not the
Issuer 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) the Issuer is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation, merger,
winding up or conversion (if other than the Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or limited liability company or similar entity organized or
existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Issuer or such Person, as the case may be, being herein called the “Successor Company”); provided that
in the event that the Successor Company is not a corporation, a co-obligor of the Notes is a corporation; 
 (ii) the
Successor Company (if other than the Issuer) expressly assumes all the obligations of the Issuer under this Indenture pursuant to a supplemental indenture; 

(iii) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the
Successor Company or any Restricted Subsidiary as a result of such transaction as having been Incurred by the Successor Company or such Restricted Subsidiary at the time of such transaction) no Default shall have occurred and be continuing; 

(iv) immediately after giving pro forma effect to such transaction, as if such transaction had occurred at the beginning
of the applicable four-quarter period (and treating any Indebtedness which becomes an obligation of the Successor Company or any Restricted Subsidiary as a result of such transaction as having been Incurred by the Successor Company or such
Restricted Subsidiary at the time of such transaction), either 
 (1) the Successor Company would be permitted to Incur at
least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.03(a); or 

(2) the Fixed Charge Coverage Ratio for the Successor Company and its Restricted Subsidiaries would be no less than such ratio
for the Issuer and its Restricted Subsidiaries immediately prior to such transaction; 

  
 77 








 (v) if the Issuer is not the Successor Company, each Subsidiary Guarantor, unless
it is the other party to the transactions described above, shall have by supplemental indenture confirmed that its Subsidiary Guarantee shall apply to such Person’s obligations under this Indenture and the Notes; and 

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

The Successor Company (if other than the Issuer) will succeed to, and be substituted for, the Issuer under this Indenture and the Notes, and
in such event the Issuer will automatically be released and discharged from its obligations under this Indenture and the Notes. Notwithstanding the foregoing clauses (iii) and (iv) of this Section 5.01(a), (A) the Issuer or any
Restricted Subsidiary may merge, consolidate or amalgamate with or transfer all or part of its properties and assets to a Restricted Subsidiary, and (B) the Issuer may merge, consolidate or amalgamate with an Affiliate incorporated solely for
the purpose of reincorporating the Issuer in another state of the United States, the District of Columbia or any territory of the United States (collectively, “Permitted Jurisdictions”) or may convert into a corporation, partnership
or limited liability company, so long as the amount of Indebtedness of the Issuer and the Restricted Subsidiaries is not increased thereby. This Section 5.01(a) will not apply to a sale, assignment, transfer, conveyance or other disposition of
assets between or among the Issuer and the Restricted Subsidiaries. 
 (b) Subject to the provisions of Section 12.02(b), no Subsidiary
Guarantor shall, and the Issuer shall not permit any Subsidiary Guarantor to, consolidate, amalgamate 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) either (A) such Subsidiary Guarantor is the surviving Person or the Person formed by or surviving any such
consolidation, amalgamation or merger (if other than such Subsidiary Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a company, corporation, partnership or limited liability
company or similar entity organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Subsidiary Guarantor or such Person, as the case may be, being herein called the
“Successor Subsidiary Guarantor”) and the Successor Subsidiary Guarantor (if other than such Subsidiary Guarantor) expressly assumes all the obligations of such Subsidiary Guarantor under this Indenture and the Notes or the
Subsidiary Guarantee, as applicable, pursuant to a supplemental indenture, or (B) such sale or disposition or consolidation, amalgamation or merger is not in violation of Section 4.06; and 

(ii) the Successor Subsidiary Guarantor (if other than such Subsidiary Guarantor) shall have delivered or caused to be
delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (if any) comply with this Indenture. 

Except as otherwise provided in this Indenture, the Successor Subsidiary Guarantor (if other than such Subsidiary Guarantor) will succeed to,
and be substituted for, such Subsidiary Guarantor under this 

  
 78 








 
Indenture and the Notes or the Subsidiary Guarantee, as applicable, and such Subsidiary Guarantor will automatically be released and discharged from its obligations under this Indenture and the
Notes or its Subsidiary Guarantee. Notwithstanding the foregoing, (1) a Subsidiary Guarantor may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating such Subsidiary Guarantor in a Permitted
Jurisdiction or may convert into a limited liability company, corporation, partnership or similar entity organized or existing under the laws of any Permitted Jurisdiction so long as the amount of Indebtedness of such Subsidiary Guarantor is not
increased thereby and (2) a Subsidiary Guarantor may merge, amalgamate or consolidate with the Issuer or another Subsidiary Guarantor. 

In addition, notwithstanding the foregoing, a Subsidiary Guarantor may consolidate, amalgamate or merge with or into or wind up into,
liquidate, dissolve, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets (collectively, a “Transfer”) to the Issuer or any Subsidiary Guarantor. 

Upon consummation of the Transactions, Presidio Holdings Inc. will succeed to, and be substituted for, and may exercise every right and power
of, Aegis Merger Sub, Inc. under this Indenture. Notwithstanding anything in this covenant to the contrary, the merger of Aegis Merger Sub, Inc. with and into Presidio Holdings Inc. on the Issue Date as described in the Acquisition Documents shall
be permitted under this Indenture, and no supplemental indenture or other deliverable shall be required in connection therewith, nor shall clauses (i)-(vi) of Section 5.01(a) apply thereto. 

ARTICLE VI. 
 DEFAULTS
AND REMEDIES 
 Section 6.01 Events of Default. An “Event of Default” occurs with respect to Notes if: 

(a) there is a default in any payment of interest on any Note when due and payable, and such default continues for a period of 30 days, 

(b) there is a default in the payment of principal or premium, if any, of any Note when due at its Stated Maturity, upon optional redemption,
upon required repurchase, upon declaration or otherwise, 
 (c) there is a failure by the Issuer for 120 days after receipt of written
notice given by the Trustee or the holders of not less than 30.0% in aggregate principal amount of the Notes then outstanding (with a copy to the Trustee) to comply with any of its obligations, covenants or agreements in Section 4.02, 

(d) there is a failure by the Issuer or any Restricted Subsidiary for 60 days after written notice given by the Trustee or the holders of not
less than 30.0% in principal amount of the Notes then outstanding (with a copy to the Trustee) to comply with its other obligations, covenants or agreements (other than a default referred to in clauses (a), (b) and (c) above) contained in
the Notes or this Indenture, 
 (e) there is a failure by the Issuer or any Significant Subsidiary (or any group of Subsidiaries that
together would constitute a Significant Subsidiary) to pay any Indebtedness (other than Indebtedness owing to the Issuer or a Restricted Subsidiary) within any applicable grace period after final maturity or the acceleration of any such Indebtedness
by the holders thereof because of a default, in each case, if the total amount of such Indebtedness unpaid or accelerated exceeds $75.0 million or its foreign currency equivalent, 

  
 79 








 (f) the Issuer or any Significant Subsidiary (or any group of Subsidiaries that together would
constitute a Significant Subsidiary) pursuant to or within the meaning of any Bankruptcy Law: 
 (i) commences a voluntary
case; 
 (ii) consents to the entry of an order for relief against it in an involuntary case; 

(iii) consents to the appointment of a Custodian of it or for any substantial part of its property; or 

(iv) makes a general assignment for the benefit of its creditors or takes any comparable action under any foreign laws relating
to insolvency, 
 (g) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: 

(i) is for relief against the Issuer or any Significant Subsidiary in an involuntary case; 

(ii) appoints a Custodian of the Issuer or any Significant Subsidiary or for any substantial part of its property; or 

(iii) orders the winding up or liquidation of the Issuer or any Significant Subsidiary; 

or any similar relief is granted under any foreign laws and the order or decree remains unstayed and in effect for 60 days, 

(h) there is a failure by the Issuer or any Significant Subsidiary (or any group of Subsidiaries that together would constitute a Significant
Subsidiary) to pay final judgments aggregating in excess of $75.0 million or its foreign currency equivalent (net of any amounts which are covered by enforceable insurance policies issued by solvent carriers), which judgments are not discharged,
waived or stayed for a period of 60 days, or 
 (i) the Subsidiary Guarantee of a Significant Subsidiary (or any group of Subsidiaries that
together would constitute a Significant Subsidiary) with respect to the Notes ceases to be in full force and effect (except as contemplated by the terms thereof) or the Issuer or any Subsidiary Guarantor that qualifies as a Significant Subsidiary
(or any group of Subsidiaries that together would constitute a Significant Subsidiary) denies or disaffirms its obligations under this Indenture or any Subsidiary Guarantee with respect to the Notes and such Default continues for 10 days. 

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

However, a default under clause (c) or (d) above shall not constitute an Event of Default until the Trustee or the holders of at
least 30.0% in principal amount of outstanding Notes notify the Issuer, with a copy to the Trustee, of the default and the Issuer does not cure such default within the time specified in clauses (c) or (d) hereof after receipt of such
notice. Such notice must specify the Default, demand that it be remedied and state that such notice is a “Notice of Default.” The Issuer shall deliver to the Trustee, within five Business Days after the occurrence thereof, written notice
in the form of an Officers’ Certificate of any event which is, or with the giving of notice or the lapse of time or both would become, an Event of Default, its status and what action the Issuer is taking or proposes to take with respect
thereto. 

  
 80 








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

Section 6.02 Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f) or
(g) hereof with respect to the Issuer) occurs and is continuing, the Trustee or the holders of at least 30.0% in principal amount of outstanding Notes (with a copy to the Trustee) by notice to the Issuer may declare the principal of, premium,
if any, and accrued but unpaid interest on all the Notes to be due and payable. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(f) or (g) with
respect to the Issuer occurs, the principal of, premium, if any, and interest on all the Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any holders. Under certain circumstances, the
holders of a majority in principal amount of outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences. 

In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding,
however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or holders of Notes, if within 20 days after such Event of Default arose the Issuer delivers an Officers’
Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case
may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be
annulled, waived or rescinded upon the happening of any such events. 
 Section 6.03 Other Remedies. If an Event of Default
occurs and is continuing, the Trustee may pursue any available remedy at law or in equity to collect the payment of principal of or interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture. 

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay
or omission by the Trustee or any holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other
remedy. To the extent required by law, all available remedies are cumulative. 
 Section 6.04 Waiver of Past Defaults. Provided
the Notes are not then due and payable by reason of a declaration of acceleration, the holders of a majority in principal amount of the Notes then outstanding by written notice to the Trustee may waive an existing Default and its consequences except
(a) a Default in the payment of the principal of or interest on a Note, (b) a Default arising from the failure to redeem or purchase any Note when required pursuant to the terms of this Indenture or (c) a Default in respect of a
provision that under Section 9.02 cannot be amended without the consent of each holder affected. When a Default is waived, it is deemed cured and the Issuer, the Trustee and the holders will be restored to their former positions and rights
under this Indenture, but no such waiver shall extend to any subsequent or other Default or impair any consequent right. 

Section 6.05 Control by Majority. The holders of a majority in principal amount of outstanding Notes may direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the 

  
 81 








 
Trustee may refuse to follow any direction that conflicts with law or this Indenture or, if the Trustee, being advised by counsel, determines that the action or proceeding so directed may not
lawfully be taken or if the Trustee in good faith shall determine that the action or proceeding so directed would involve the Trustee in personal liability or expense for which it is not adequately indemnified, or subject to Section 7.01, that
the Trustee determines is unduly prejudicial to the rights of any other holder or that would involve the Trustee in personal liability. Prior to taking any action under this Indenture, the Trustee shall be entitled to indemnification satisfactory to
it against all losses and expenses caused by taking or not taking such action. 
 Section 6.06 Limitation on Suits. 

(a) Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no holder may pursue any remedy with
respect to this Indenture or the Notes unless: 
 (i) such holder has previously given the Trustee notice that an Event of
Default is continuing, 
 (ii) holders of at least 30% in principal amount of the outstanding Notes have requested the
Trustee to pursue the remedy, 
 (iii) such holders have offered the Trustee security or indemnity satisfactory to it against
any loss, liability or expense, 
 (iv) the Trustee has not complied with such request within 60 days after the receipt of
the request and the offer of security or indemnity, and 
 (v) the holders of a majority in principal amount of the
outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period. 
 (b) A holder may not
use this Indenture to prejudice the rights of another holder or to obtain a preference or priority over another holder. 
 Section 6.07
Rights of the Holders to Receive Payment. 
 Notwithstanding any other provision of this Indenture, the right of any holder to
receive payment of principal of and interest on the Notes held by such holder, on or after the respective due dates expressed or provided for in the Notes, or to bring suit for the enforcement of any such payment on or after such respective dates,
shall not be impaired or affected without the consent of such holder. 
 Section 6.08 Collection Suit by Trustee. If an Event of
Default specified in Section 6.01(a) or (b) occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Issuer or any other obligor on the Notes for the whole amount then due
and owing (together with interest on overdue principal and (to the extent lawful) on any unpaid interest at the rate provided for in the Notes) and the amounts provided for in Section 7.06. 

Section 6.09 Trustee May File Proofs of Claim. The Trustee may file such proofs of claim, statements of interest and other papers
or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation, expenses disbursements and advances of the Trustee (including counsel, accountants, experts or such other
professionals as the Trustee deems necessary, advisable or appropriate)) and the holders allowed in any judicial proceedings relative to the Issuer, the Subsidiary Guarantors, their creditors or their property, shall be entitled to participate as


  
 82 








 
a member, voting or otherwise, of any official committee of creditors appointed in such matters and, unless prohibited by law or applicable regulations, may vote on behalf of the holders in any
election of a trustee in bankruptcy or other Person performing similar functions, and any Custodian in any such judicial proceeding is hereby authorized by each holder to make payments to the Trustee and, in the event that the Trustee shall consent
to the making of such payments directly to the holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due to the
Trustee under Section 7.06. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any holder any plan of reorganization, arrangement, adjustment or composition affecting the
Notes or the rights of any holder, or to authorize the Trustee to vote in respect of the claim of any holder in any such proceeding. 

Section 6.10 Priorities. Any money or property collected by the Trustee pursuant to this Article VI and any other money or
property distributable in respect of the Issuer’s or any Subsidiary Guarantor’s obligations under this Indenture after an Event of Default shall be applied in the following order: 

FIRST: to the Trustee for amounts due hereunder; 

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

THIRD: to the Issuer or, to the extent the Trustee collects any amount for any Subsidiary Guarantor, to such Subsidiary
Guarantor. 
 The Trustee may fix a record date and payment date for any payment to the holders pursuant to this Section 6.10. At least
15 days before such record date, the Trustee shall send to each holder and the Issuer a notice that states the record date, the payment date and the amount to be paid. 

Section 6.11 Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit
against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess
reasonable costs, including reasonable attorneys’ fees 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 Article VI does not apply to
a suit by the Trustee, a suit by a holder pursuant to Section 6.07 or a suit by holders of more than 10% in principal amount of the Notes. 

Section 6.12 Waiver of Stay or Extension Laws. Neither the Issuer nor any Subsidiary Guarantor (to the extent it may lawfully do
so) shall at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance
of this Indenture; and the Issuer and the Subsidiary Guarantors (to the extent that they may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and shall not hinder, delay or impede the execution of any power herein
granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law had been enacted. 

  
 83 








 ARTICLE VII. 

TRUSTEE 
 Section 7.01
Duties of Trustee. 
 (a) The Trustee, prior to the occurrence of an Event of Default with respect to the Notes and after the curing
or waiving of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. If an Event of Default has occurred and is continuing, the Trustee shall exercise
the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. 

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

(i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no
implied covenants or obligations shall be read into this Indenture against the Trustee (it being agreed that the permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty); and 

(ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. The Trustee shall be under no duty to make any investigation as to any statement contained in
any such instance, but may accept the same as conclusive evidence of the truth and accuracy of such statement or the correctness of such opinions. However, in the case of certificates or opinions required by any provision hereof to be provided to
it, the Trustee shall examine the form of certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated
therein). 
 (c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own
willful misconduct, except that: 
 (i) this paragraph does not limit the effect of paragraph (b) of this
Section 7.01; 
 (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer
unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; 
 (iii) the Trustee shall not be
liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05; and 

(iv) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise Incur financial
liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers. 
 (d) Every provision of
this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section 7.01. 
 (e)
The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer. 

  
 84 








 (f) Money held in trust by the Trustee need not be segregated from other funds except to the
extent required by law. 
 (g) Every provision of this Indenture relating to the conduct or affecting the liability of or affording
protection to the Trustee shall be subject to the provisions of this Section 7.01. 
 Section 7.02 Rights of Trustee. 

(a) The Trustee may conclusively rely on any document believed by it to be genuine and to have been signed or presented by the proper person.
The Trustee need not investigate any fact or matter stated in the document. 
 (b) Before the Trustee acts or refrains from acting, it may
require an Officers’ Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the Officers’ Certificate or Opinion of Counsel. 

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

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

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

(f) The Trustee shall 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 the Issuer, personally or by agent or attorney, at the expense of the Issuer and shall Incur no liability of any kind by reason of such inquiry or investigation. 

(g) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or
direction of any of the holders pursuant to this Indenture, unless such holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be Incurred by it in
compliance with such request or direction. 
 (h) The rights, privileges, protections, immunities and benefits given to the Trustee,
including its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder. 

(i) The Trustee shall not be responsible or liable for any action taken or omitted by it in good faith at the direction of the holders of not
less than a majority in principal amount of the Notes as to the time, method and place of conducting any proceedings for any remedy available to the Trustee or the exercising of any power conferred by this Indenture. 

  
 85 








 (j) Any action taken, or omitted to be taken, by the Trustee in good faith pursuant to this
Indenture upon the request or authority or consent of any Person who, at the time of making such request or giving such authority or consent, is the holder of any Note shall be conclusive and binding upon future holders of Notes and upon Notes
executed and delivered in exchange therefor or in place thereof. 
 (k) The Trustee shall not be deemed to have notice of any Default or
Event of Default unless a Trust Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a Default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice
references the Notes and this Indenture. 
 (l) The Trustee may request that the Issuer delivers an Officers’ Certificate setting forth
the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any Person authorized to sign an Officers’ Certificate, including
any Person specified as so authorized in any such certificate previously delivered and not superseded. 
 (m) The Trustee shall not be
responsible or liable for punitive, special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or
damage and regardless of the form of actions. 
 (n) The Trustee shall not be required to give any bond or surety in respect of the
execution of the trusts and powers under this Indenture. 
 (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; interruptions; loss or malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental
action. 
 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 the Issuer or its Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent or Registrar may do the same with like rights. 

Section 7.04 Trustee’s Disclaimer. The Trustee shall not be responsible for and makes no representation as to the validity or
adequacy of this Indenture, the Subsidiary Guarantees or the Notes, it shall not be accountable for the Issuer’s use of the proceeds from the Notes, and it shall not be responsible for any statement of the Issuer or any Subsidiary Guarantor in
this Indenture or in any document issued in connection with the sale of the Notes or in the Notes other than the Trustee’s certificate of authentication. The Trustee shall not be charged with knowledge of any Default or Event of Default under
Sections 6.01(c), (d), (e), (f), (g), (h) or (i), or of the identity of any Significant Subsidiary unless either (a) a Trust Officer shall have actual knowledge thereof or (b) the Trustee shall have received written notice thereof in
accordance with Section 13.01 hereof from the Issuer, any Subsidiary Guarantor or any holder. In accepting the trust hereby created, the Trustee acts solely as Trustee under this Indenture and not in its individual capacity and all Persons,
including without limitation the holders of Notes and the Issuer having any claim against the Trustee arising from this Indenture shall look only to the funds and accounts held by the Trustee hereunder for payment except as otherwise provided
herein. 

  
 86 








 Section 7.05 Notice of Defaults. If a Default occurs and is continuing and is
actually known to a Trust Officer of the Trustee, the Trustee shall mail, or deliver electronically if held by the Depository, to each holder of the Notes notice of the Default within the earlier of 90 days after it occurs or 30 days after it is
actually known to a Trust Officer or written notice of it is received by the Trustee. Except in the case of a Default in the payment of principal of, premium (if any) or interest on any Note, the Trustee may withhold notice if and so long as a
committee of its Trust Officers in good faith determines that withholding notice is in the interests of holders of Notes. The Issuer is required to deliver to the Trustee, annually, a certificate indicating whether the signers thereof know of any
Default that occurred during the previous year. The Issuer also is required to deliver to the Trustee, within 30 days after the occurrence thereof, written notice of any event which would constitute certain Defaults, their status and what action the
Issuer is taking or proposes to take in respect thereof. 
 Section 7.06 Compensation and Indemnity. The Issuer shall pay to the
Trustee from time to time compensation for the Trustee’s acceptance of this Indenture and its services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall
reimburse the Trustee upon request for all reasonable out-of-pocket expenses Incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and
expenses, disbursements and advances of the Trustee’s agents, counsel, accountants and experts. The Issuer and the Subsidiary Guarantors, jointly and severally, shall indemnify the Trustee or any predecessor Trustee and their directors,
officers, employees and agents against any and all loss, liability, claim, damage or expense (including reasonable attorneys’ fees and expenses and including taxes (other than taxes based upon, measured by or determined by the income of the
Trustee) Incurred by or in connection with the acceptance or administration of this trust and the performance of its duties hereunder, including the costs and expenses of enforcing this Indenture or Subsidiary Guarantee against the Issuer or any
Subsidiary Guarantor (including this Section 7.06) and defending itself against or investigating any claim (whether asserted by the Issuer, any Subsidiary Guarantor, any holder or any other Person). The obligation to pay such amounts shall
survive the payment in full or defeasance of the Notes or the removal or resignation of the Trustee. The Trustee shall notify the Issuer of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof;
provided, however, that any failure so to notify the Issuer shall not relieve the Issuer or any Subsidiary Guarantor of its indemnity obligations hereunder. The Issuer shall defend the claim and the indemnified party shall provide
reasonable cooperation at the Issuer’s expense in the defense. Such indemnified parties may have separate counsel and the Issuer and such Subsidiary Guarantor, as applicable, shall pay the fees and expenses of such counsel; provided,
however, that the Issuer shall not be required to pay such fees and expenses if it assumes such indemnified parties’ defense and, in such indemnified parties’ reasonable judgment, there is no actual or potential conflict of interest
between the Issuer and the Subsidiary Guarantors, as applicable, and such parties in connection with such defense. The Issuer need not reimburse any expense or indemnify against any loss, liability or expense Incurred by an indemnified party through
such party’s own willful misconduct, negligence or bad faith. 
 To secure the Issuer’s and the Subsidiary Guarantors’
payment obligations in this Section 7.06, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee other than money or property held in trust to pay principal of and interest on particular
Notes. 
 The Issuer’s and the Subsidiary Guarantors’ payment obligations pursuant to this Section 7.06 shall survive the
satisfaction or discharge of this Indenture, any rejection or termination of this Indenture under any bankruptcy law or the resignation or removal of the Trustee. Without prejudice to any other rights available to the Trustee under applicable law,
when the Trustee Incurs expenses after the occurrence of a Default specified in Section 6.01(f) or (g) with respect to the Issuer, the expenses are intended to constitute expenses of administration under the Bankruptcy Law.


  
 87 








 No provision of this Indenture shall require the Trustee to expend or risk its own funds or
otherwise Incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is not assured to its
satisfaction. 
 Section 7.07 Replacement of Trustee. 

(a) The Trustee may resign at any time by so notifying the Issuer. The holders of a majority in principal amount of the Notes may remove the
Trustee by so notifying the Trustee and may appoint a successor Trustee. The Issuer shall remove the Trustee if: 
 (i) the
Trustee is adjudged bankrupt or insolvent; 
 (ii) a receiver or other public officer takes charge of the Trustee or its
property; or 
 (iii) the Trustee otherwise becomes incapable of acting. 

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

(c) 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 the
holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 7.06. 

(d) If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee or the
holders of 10% in principal amount of the Notes may petition at the expense of the Issuer any court of competent jurisdiction for the appointment of a successor Trustee. 

(e) Notwithstanding the replacement of the Trustee pursuant to this Section, the Issuer’s obligations under Section 7.06 shall
continue for the benefit of the retiring Trustee. 
 Section 7.08 Successor Trustee by Merger. If the Trustee consolidates with,
merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation or banking association without any further act
shall be the successor Trustee. 
 In case at the time such successor or successors by merger, conversion or consolidation to the Trustee
shall succeed to the trusts created by this Indenture any of the Notes shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Notes
so authenticated; and in case at that time any of the Notes shall not have been authenticated, any successor to the Trustee may authenticate such Notes either in the name of any predecessor hereunder or in the name of the successor to the Trustee;
and in all such cases such certificates shall have the full force which it is anywhere in the Notes or in this Indenture provided that the certificate of the Trustee shall have. 

  
 88 








 ARTICLE VIII. 

DISCHARGE OF INDENTURE; DEFEASANCE 

Section 8.01 Discharge of Liability on Notes; Defeasance. 

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

(i) either (A) all the 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 or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust) have been delivered to the Trustee for
cancellation or (B) all of the Notes (1) have become due and payable, (2) will become due and payable at their Stated Maturity within one year or (3) if redeemable at the option of the Issuer, 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 irrevocably deposited or caused to be deposited with the Trustee
funds in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of deposit together with
irrevocable instructions from the Issuer directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; 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 date
of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; 
 (ii) the
Issuer and/or the Subsidiary Guarantors have paid all other sums payable under this Indenture; and 
 (iii) the Issuer has
delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with. 

(b) Subject to Sections 8.01(c) and 8.02, the Issuer at any time may terminate (i) all of its obligations under the Notes and this
Indenture with respect to holders of Notes (“legal defeasance option”), and (ii) its obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.11, 4.12 and 4.15 and the operation of Section 5.01 for the
benefit of holders of Notes, and Sections 6.01(c), 6.01(d), 6.01(e), 6.01(f), 6.01(g) (in the case of Sections 6.01(f) and 6.01(g) with respect to Significant Subsidiaries only), 6.01(h) and 6.01(i) (“covenant defeasance option”).
The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Notes and this Indenture (with respect to such Notes)
by exercising its legal defeasance option or its covenant defeasance option, the obligations of each Subsidiary Guarantor with respect to its Subsidiary Guarantee. 

If the Issuer exercises its legal defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default.
If the Issuer exercises its covenant defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Sections 6.01(c), 6.01(d), 6.01(e), 6.01(f), 6.01(g) (in the case of Sections 6.01(f) and
(g), with respect to Significant Subsidiaries only), 6.01(h) or 6.01(i) or because of the failure of the Issuer to comply with Section 5.01(a)(iv). 

  
 89 








 Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee
shall acknowledge in writing the discharge of those obligations that the Issuer terminate. 
 (c) Notwithstanding clauses (a) and
(b) above, the Issuer’s obligations in Sections 2.04, 2.05, 2.06, 2.07, 2.08 and 2.09, Article VII, including, without limitation, Sections 7.06 and 7.07, and this Article VIII and the rights and immunities of the Trustee under this
Indenture shall survive until the Notes have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.06, 7.07, 8.05 and 8.06 and the rights and immunities of the Trustee under this Indenture shall survive such satisfaction and
discharge. 
 Section 8.02 Conditions to Defeasance. 

(a) The Issuer may exercise its legal defeasance option or its covenant defeasance option only if: 

(i) the Issuer irrevocably deposits in trust with the Trustee cash in U.S. dollars, U.S. Government Obligations or a
combination thereof sufficient to pay the principal of and premium (if any) and interest on the Notes when due at maturity or redemption, as the case may be; 

(ii) the Issuer delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing
their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be
sufficient to pay principal, premium, if any, and interest when due on all the Notes to maturity or redemption, as the case may be; 

(iii) no Default specified in Section 6.01(f) or (g) with respect to the Issuer shall have occurred or is continuing
on the date of such deposit; 
 (iv) the deposit does not constitute a default under any other material agreement or
instrument binding on the Issuer; 
 (v) in the case of the legal defeasance option, the Issuer shall have delivered to the
Trustee an Opinion of Counsel stating that (1) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (2) since the date of this Indenture there has been a change in the applicable U.S.
federal income tax law, in either case stating that, and based thereon such Opinion of Counsel shall confirm that, holders of Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and
defeasance and will be subject to U.S. federal income tax on the same amounts and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; 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 date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption. Notwithstanding the foregoing, the Opinion of Counsel required by the immediately
preceding sentence with respect to a legal defeasance need not be delivered if all of the Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable or (y) will become due and payable at their Stated
Maturity 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; 

  
 90 








 (vi) such exercise does not impair the right of any holder to receive payment of
principal of, premium, if any, and interest on such holder’s Notes on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such holder’s Notes; 

(vii) in the case of the covenant defeasance option, the Issuer shall have delivered to the Trustee an Opinion of Counsel
stating that holders of Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurred; and 
 (viii) the Issuer delivers to
the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes to be so defeased and discharged as contemplated by this Article VIII have been complied
with. 
 (b) Before or after a deposit, the Issuer may make arrangements satisfactory to the Trustee for the redemption of such Notes at a
future date in accordance with Article III. 
 Section 8.03 Application of Trust Money. The Trustee shall hold in trust money or
U.S. Government Obligations (including proceeds thereof) deposited with it pursuant to this Article VIII. The Trustee shall apply the deposited money and the money from U.S. Government Obligations through each Paying Agent and in accordance with
this Indenture to the payment of principal of and interest on the Notes so discharged or defeased. 
 Section 8.04 Repayment to
Issuer. Each of the Trustee and each Paying Agent shall promptly turn over to the Issuer upon request any money or U.S. Government Obligations held by it as provided in this Article VIII that, in the written opinion of a nationally recognized
firm of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited), are in excess of the amount thereof that would then be required to be deposited to effect
an equivalent discharge or defeasance in accordance with this Article VIII. 
 Subject to any applicable abandoned property law, the Trustee
and each Paying Agent shall pay to the Issuer upon written request any money held by them for the payment of principal or interest that remains unclaimed for two years, and, thereafter, holders entitled to the money must look to the Issuer for
payment as general creditors, and the Trustee and each Paying Agent shall have no further liability with respect to such monies. 

Section 8.05 Indemnity for U.S. Government Obligations. The Issuer shall pay and shall indemnify the Trustee against any tax, fee
or other charge imposed on or assessed against deposited U.S. Government Obligations or the principal and interest received on such U.S. Government Obligations. 

Section 8.06 Reinstatement. If the Trustee or any Paying Agent is unable to apply any money or U.S. Government Obligations in
accordance with this Article VIII by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuer’s obligations under
this Indenture and the Notes so discharged or defeased shall be revived and reinstated as though no deposit had occurred pursuant to this Article VIII until such time as the Trustee or any Paying Agent is permitted to apply all such money or U.S.
Government Obligations in accordance with this Article VIII; provided, however, that if the Issuer 

  
 91 








 
has made any payment of principal of, or interest on, any such Notes because of 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 or U.S. Government Obligations held by the Trustee or any Paying Agent. 
 ARTICLE IX. 

AMENDMENTS AND WAIVERS 

Section 9.01 Without Consent of the Holders. 

(a) The Issuer and the Trustee may amend this Indenture, the Notes or the Subsidiary Guarantees without notice to or the consent of any
holder: 
 (i) to cure any ambiguity, omission, mistake, defect or inconsistency; 

(ii) to provide for the assumption by a Successor Company (with respect to the Issuer) of the obligations of the Issuer under
this Indenture and the Notes; 
 (iii) to provide for the assumption by a Successor Subsidiary Guarantor (with respect to any
Subsidiary Guarantor), as the case may be, of the obligations of a Subsidiary Guarantor under this Indenture and its Subsidiary Guarantee; 

(iv) to provide for uncertificated Notes in addition to or in place of certificated Notes, provided, however,
that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code; 

(v) to conform the text of this Indenture, the Notes or the Subsidiary Guarantees to any provision of the “Description of
Senior Notes” in the Offering Memorandum to the extent that such provision in this Indenture, the Notes or the Subsidiary Guarantees was intended by the Issuer to be a verbatim recitation of a provision in the “Description of Senior
Notes” in the Offering Memorandum, as stated in an Officers’ Certificate; 
 (vi) to add a Subsidiary Guarantee
with respect to the Notes, 
 (vii) to add collateral to secure the Notes; 

(viii) to release collateral, if any is added pursuant to Section 9.01(a)(vii), or a Subsidiary Guarantee as permitted by
this Indenture; 
 (ix) to add to the covenants of the Issuer for the benefit of the holders or to surrender any right or
power herein conferred upon the Issuer; 
 (x) to make any change that does not adversely affect the rights of any holder; or

 (xi) to make changes to provide for the issuance of Additional Notes, which shall have terms substantially identical in
all material respects to the Initial Notes, and which shall be treated, together with any outstanding Initial Notes, as a single issue of securities. 

(b) After an amendment under this Section 9.01 becomes effective, the Issuer shall mail, or otherwise deliver in accordance with the
procedures of the Depository, to the holders a notice briefly describing such amendment. The failure to give such notice to all holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.


  
 92 








 Section 9.02 With Consent of the Holders. The Issuer and the Trustee may amend this
Indenture, the Notes and the Subsidiary Guarantees with the consent of the Issuer and the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a
tender offer or exchange for the Notes). However, without the consent of each holder of an outstanding Note affected, an amendment may not: 

(1) reduce the amount of Notes whose holders must consent to an amendment, 

(2) reduce the rate of or extend the time for payment of interest on any Note, 

(3) reduce the principal of or change the Stated Maturity of any Note, 

(4) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed in
accordance with Article III, 
 (5) make any Note payable in money other than that stated in such Note, 

(6) expressly subordinate the Notes or any Subsidiary Guarantee to any other Indebtedness of the Issuer or any Subsidiary
Guarantor, 
 (7) institute suit for the enforcement of any payment on or with respect to such holder’s Notes, or 

(8) make any change in the amendment provisions which require each holder’s consent or in the waiver provisions. 

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, but it shall be sufficient if such consent approves the substance thereof. 
 After an amendment under this Section 9.02
becomes effective, the Issuer shall mail, or otherwise deliver in accordance with the procedures of the Depository, to the holders a notice briefly describing such amendment. The failure to give such notice to all holders, or any defect therein,
shall not impair or affect the validity of an amendment under this Section 9.02. 
 Section 9.03 Revocation and Effect of
Consents and Waivers. 
 (a) A consent to an amendment or a waiver by a holder of a Note shall bind the holder and every subsequent
holder of that Note or portion of the Note that evidences the same debt as the consenting holder’s Note, even if notation of the consent or waiver is not made on the Note. However, any such holder or subsequent holder may revoke the consent or
waiver as to such holder’s Note or portion of the Note if the Trustee receives the notice of revocation before the date on which the Trustee receives an Officers’ Certificate from the Issuer certifying that the requisite principal amount
of Notes have consented. After an amendment or waiver becomes effective, it shall bind every holder. An amendment or waiver becomes effective upon the (i) receipt by the Issuer or the Trustee of consents by the holders of the requisite
principal amount of securities, (ii) satisfaction of conditions to effectiveness as set forth in this Indenture and any indenture supplemental hereto containing such amendment or waiver and (iii) execution of such amendment or waiver (or
supplemental indenture) by the Issuer, the Subsidiary Guarantors and the Trustee. 

  
 93 








 (b) The Issuer may, but shall not be obligated to, fix a record date for the purpose of
determining the holders entitled to give their consent or take any other action described above or required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding the immediately preceding paragraph,
those Persons who were holders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent previously given or to take any such action, whether or not such Persons
continue to be holders after such record date. No such consent shall be valid or effective for more than 120 days after such record date. 

Section 9.04 Notation on or Exchange of Notes. If an amendment, supplement or waiver changes the terms of a Note, the Issuer may
require the holder of the Note to deliver it to the Trustee. The Trustee may place an appropriate notation on the Note regarding the changed terms and return it to the holder. Alternatively, if the Issuer or the Trustee so determine, the Issuer in
exchange for the Note shall issue and, upon written order of the Issuer signed by an Officer, the Trustee shall authenticate a new Note that reflects the changed terms. Failure to make the appropriate notation or to issue a new Note shall not affect
the validity of such amendment, supplement or waiver. 
 Section 9.05 Trustee to Sign Amendments. The Trustee shall sign any
amendment, supplement or waiver authorized pursuant to this Article IX if the amendment does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may but need not sign it. In signing such
amendment, the Trustee shall be entitled to receive indemnity satisfactory to it and shall be provided with, and (subject to Section 7.01) shall be fully protected in relying upon, (i) an Officers’ Certificate, (ii) an Opinion of
Counsel stating that such amendment, supplement or waiver 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 Subsidiary Guarantors, enforceable
against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof, (iii) a copy of the resolution of the Board of Directors, certified by the Secretary or Assistant Secretary of the Issuer,
authorizing the execution of such amendment, supplement or waiver and (iv) if such amendment, supplement or waiver is executed pursuant to Section 9.02, evidence reasonably satisfactory to the Trustee of the consent of the holders required
to consent thereto. 
 Section 9.06 Additional Voting Terms; Calculation of Principal Amount. 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 Notes will have the right to vote or consent as a separate class 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 IX and Section 2.13. 

  
 94 








 ARTICLE X. 

[INTENTIONALLY OMITTED] 

ARTICLE XI. 

[INTENTIONALLY OMITTED] 

ARTICLE XII. 
 GUARANTEE

 Section 12.01 Subsidiary Guarantee. 

(a) Each Subsidiary Guarantor hereby jointly and severally, irrevocably and unconditionally guarantees, on a senior basis, as a primary
obligor and not merely as a surety, to each holder and to the Trustee and its successors and assigns (i) the performance and punctual payment when due, whether at Stated Maturity, by acceleration or otherwise, of all obligations of the Issuer
under this Indenture and the Notes, whether for payment of principal of, premium, if any, or interest on the Notes and all other monetary obligations of the Issuer under this Indenture and the Notes and (ii) the full and punctual performance
within applicable grace periods of all other obligations of the Issuer whether for fees, expenses, indemnification or otherwise under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed
Obligations”). Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from any Subsidiary Guarantor, and that each Subsidiary Guarantor
shall remain bound under this Article XII notwithstanding any extension or renewal of any Guaranteed Obligation. 
 (b) Each Subsidiary
Guarantor waives presentation to, demand of payment from and protest to the Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Notes or the
Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (i) the failure of any holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer or any other
Person under this Indenture, the Notes or any other agreement or otherwise; (ii) any extension or renewal of this Indenture, the Notes or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or
provisions of this Indenture, the Notes or any other agreement; (iv) the release of any security held by any holder or the Trustee for the Guaranteed Obligations or each Subsidiary Guarantor; (v) the failure of any holder or Trustee to
exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (vi) any change in the ownership of each Subsidiary Guarantor, except as provided in Section 12.02(b). Each Subsidiary Guarantor hereby waives any
right to which it may be entitled to have its obligations hereunder divided among the Subsidiary Guarantors, such that such Subsidiary Guarantor’s obligations would be less than the full amount claimed. 

(c) Each Subsidiary Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer first be used and depleted
as payment of the Issuer’s or such Subsidiary Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Subsidiary Guarantor hereunder. Each Subsidiary Guarantor hereby waives any right to which it may be
entitled to require that the Issuer be sued prior to an action being initiated against such Subsidiary Guarantor. 
 (d) Each Subsidiary
Guarantor further agrees that its Subsidiary Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any holder or the
Trustee to any security held for payment of the Guaranteed Obligations. 
 (e) The Subsidiary Guarantee of each Subsidiary Guarantor is, to
the extent and in the manner set forth in this Article XII, equal in right of payment to all existing and future Pari Passu Indebtedness, senior in right of payment to all existing and future Subordinated Indebtedness of such Subsidiary Guarantor.

 (f) Except as expressly set forth in Sections 8.01(b), 12.02 and 12.06, the obligations of each Subsidiary Guarantor hereunder shall not
be subject to any reduction, limitation, impairment or 

  
 95 








 
termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination
whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or
impaired or otherwise affected by the failure of any holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default,
failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Subsidiary Guarantor
or would otherwise operate as a discharge of any Subsidiary Guarantor as a matter of law or equity. 
 (g) Each Subsidiary Guarantor agrees
that its Subsidiary Guarantee shall remain in full force and effect until payment in full of all the Guaranteed Obligations. Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee herein shall continue to be effective or be
reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any holder or the Trustee upon the bankruptcy or reorganization of
the Issuer or otherwise. 
 (h) In furtherance of the foregoing and not in limitation of any other right which any holder or the Trustee has
at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Issuer to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by
redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the holders
or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by applicable law) and
(iii) all other monetary obligations of the Issuer to the holders and the Trustee. 
 (i) Each Subsidiary Guarantor agrees that it
shall not be entitled to any right of subrogation in relation to the holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each Subsidiary Guarantor further agrees that, as between
it, on the one hand, and the holders and the Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article VI for the purposes of the Subsidiary Guarantee herein,
notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as
provided in Article VI, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purposes of this Section 12.01. 

(j) Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable out-of-pocket attorneys’ fees and
expenses) Incurred by the Trustee or any holder in enforcing any rights under this Section 12.01. 
 (k) Upon request of the Trustee,
each Subsidiary Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture. 

Section 12.02 Limitation on Liability. 

(a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Guaranteed Obligations
guaranteed hereunder by each Subsidiary Guarantor 

  
 96 








 
shall not exceed the maximum amount that can be hereby guaranteed by the applicable Subsidiary Guarantor without rendering this Indenture, as it relates to such Subsidiary Guarantor, voidable
under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or capital maintenance or corporate benefit rules applicable to guarantees for obligations of affiliates. 

(b) A Subsidiary Guarantee as to any Restricted Subsidiary that is a party hereto on the date hereof or that executes a supplemental indenture
in accordance with Section 4.11 hereof and provides a guarantee shall terminate and be of no further force or effect and such Subsidiary Guarantee shall be deemed to be released from all obligations under this Article XII upon: 

(i) the sale, disposition, exchange or other transfer (including through merger, consolidation, amalgamation or otherwise) of
the Capital Stock (including any sale, disposition or other transfer following which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary), of the applicable Subsidiary Guarantor if such sale, disposition, exchange or other
transfer is made in a manner not in violation of this Indenture; 
 (ii) the designation of such Subsidiary Guarantor as an
Unrestricted Subsidiary in accordance with the provisions of Section 4.04 and the definition of “Unrestricted Subsidiary”; 

(iii) the release or discharge of the guarantee by (or, in the case of any Credit Agreement, the obligations as a borrower of)
such Subsidiary Guarantor of the Credit Agreements or any other Indebtedness which resulted in the obligation to guarantee the Notes, except a release or discharge by or as a result of payment under such guarantee following a default by the direct
obligor of the Credit Agreements or other Indebtedness which resulted in the obligation to guarantee the Notes; 
 (iv) the
Issuer’s exercise of its legal defeasance option or covenant defeasance option under Article VIII or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms of this Indenture; 

(v) the occurrence of a Covenant Suspension Event; or 

(vi) such Restricted Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest
securing Bank Indebtedness or other exercise of remedies in respect thereof. 
 Section 12.03 [Intentionally Omitted]. 

Section 12.04 Successors and Assigns. This Article XII shall be binding upon each Subsidiary Guarantor and its successors and
assigns and shall inure to the benefit of the successors and assigns of the Trustee and the holders and, in the event of any transfer or assignment of rights by any holder or the Trustee, the rights and privileges conferred upon that party in this
Indenture and in the Notes shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions of this Indenture. 

Section 12.05 No Waiver. Neither a failure nor a delay on the part of either the Trustee or the holders in exercising any right,
power or privilege under this Article XII shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any right, power or privilege. The rights, remedies and benefits of the Trustee and
the holders herein expressly specified are cumulative and not exclusive of any other rights, remedies or benefits which either may have under this Article XII at law, in equity, by statute or otherwise. 

  
 97 








 Section 12.06 Modification. No modification, amendment or waiver of any provision of
this Article XII, nor the consent to any departure by any Subsidiary Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Trustee, and then such waiver or consent shall be effective only in the
specific instance and for the purpose for which given. No notice to or demand on any Subsidiary Guarantor in any case shall entitle any Subsidiary Guarantor to any other or further notice or demand in the same, similar or other circumstances. 

Section 12.07 Execution of Supplemental Indenture for Future Subsidiary Guarantors. Each Subsidiary which is required to become a
Subsidiary Guarantor of the Notes pursuant to Section 4.11 shall promptly execute and deliver to the Trustee a supplemental indenture in the form of Exhibit C hereto pursuant to which such Subsidiary shall become a Subsidiary Guarantor
under this Article XII and shall guarantee the Notes. Concurrently with the execution and delivery of such supplemental indenture, the Issuer shall deliver to the Trustee an Opinion of Counsel and an Officers’ Certificate certifying that such
supplemental indenture has been duly authorized, executed and delivered by such Subsidiary and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and other similar laws relating to
creditors’ rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, the Subsidiary Guarantee of such Subsidiary Guarantor is a valid and binding obligation of such Subsidiary Guarantor,
enforceable against such Subsidiary Guarantor in accordance with its terms and/or to such other matters as the Trustee may reasonably request. 

Section 12.08 Non-Impairment. The failure to endorse a Subsidiary Guarantee on any Note shall not affect or impair the validity
thereof. 
 ARTICLE XIII. 

MISCELLANEOUS 

Section 13.01 Notices. 

(a) Any notice or communication required or permitted hereunder shall be in writing and delivered in person, via facsimile or mailed by
first-class mail addressed as follows: 
 if to the Issuer or a Subsidiary Guarantor: 

c/o Presidio Holdings Inc. 

12120 Sunset Hills Road Suite 202 

Reston, VA 20190 
 Attention:
Paul Fletcher, Chief Financial Officer 
 Fax: 703-870-3114 

with copies to: 
 c/o Apollo
Management, L.P. 
 9 West 57th Street, 43rd Floor 

New York, NY 10019 
 Attention:
Chief Legal Officer 
 Fax: 646-417-6651 

  
 98 








 and 

Wachtell, Lipton, Rosen & Katz 

51 West 52nd Street 

New York, NY 10019 
 Attention:
        Andrew Nussbaum 

                       
  Gordon Moodie 
 Fax: 212-403-2000 

if to the Trustee: 
 Wilmington
Trust, National Association 
 Global Capital Markets 

50 South Sixth Street, Suite 1290 

Minneapolis, MN 55402 

Attention: Presidio Holdings Inc. Administrator 

Fax: 612-217-5651 
 The Issuer or the Trustee by
notice to the other may designate additional or different addresses for subsequent notices or communications. 
 (b) Any notice or
communication mailed to a holder shall be mailed, first class mail, to the holder at the holder’s address as it appears on the registration books of the Registrar and shall be sufficiently given if so mailed within the time prescribed. 

(c) Failure to mail a notice or communication to a holder or any defect in it shall not affect its sufficiency with respect to other holders.
If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it, except that notices to the Trustee are effective only if received. 

The Trustee may, in its sole discretion, agree to accept and act upon instructions or directions pursuant to this Indenture sent by e-mail, facsimile transmission or other similar electronic methods. If the party elects to give the Trustee e-mail or facsimile instructions (or instructions by a similar electronic method) and the Trustee in its
discretion elects to act upon such instructions, the Trustee’s understanding of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the
Trustee’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The party providing electronic instructions agrees to assume all risks arising
out of the use of such electronic methods to submit instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk or interception and misuse by third parties. 

Notwithstanding anything to the contrary contained herein, as long as the Notes are in the form of a Global Note, notice to the holders may be
made electronically in accordance with procedures of the Depository. 

  
 99 








 Section 13.02 Certificate and Opinion as to Conditions Precedent. Upon any request or
application by the Issuer to the Trustee to take or refrain from taking any action under this Indenture, the Issuer shall furnish to the Trustee at the request of the Trustee: 

(a) an Officers’ Certificate in form reasonably satisfactory to the Trustee stating that, in the opinion of the signers, all conditions
precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and 
 (b) an Opinion of Counsel
in form reasonably satisfactory to the Trustee stating that, in the opinion of such counsel, all such conditions precedent have been complied with. 

Section 13.03 Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a
covenant or condition provided for in this Indenture (other than pursuant to Section 4.09) shall include: 
 (a) a statement that the
individual making such certificate or opinion has read such covenant or condition; 
 (b) a brief statement as to the nature and scope of
the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; 
 (c) a
statement that, in the opinion of such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and 

(d) a statement as to whether or not, in the opinion of such individual, such covenant or condition has been complied with;
provided, however, that with respect to matters of fact an Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials. 

Section 13.04 When Notes Disregarded. In determining whether the holders of the required principal amount of Notes have concurred
in any direction, waiver or consent, Notes owned by the Issuer, the Subsidiary Guarantors or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer or the Subsidiary Guarantors
shall be disregarded and deemed not to be outstanding, except that, for the purpose of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes which the Trustee actually knows are so owned
shall be so disregarded. Subject to the foregoing, only Notes outstanding at the time shall be considered in any such determination. 

Section 13.05 Rules by Trustee, Paying Agent and Registrar. The Trustee may make reasonable rules for action by or a meeting of
the holders. The Registrar and a Paying Agent may make reasonable rules for their functions. 
 Section 13.06 Legal Holidays. If
a payment date is not a Business Day, payment shall be made on the next succeeding day that is a Business Day, and no interest shall accrue on any amount that would have been otherwise payable on such payment date if it were a Business Day for the
intervening period. If a regular Record Date is not a Business Day, the Record Date shall not be affected. 
 Section 13.07
GOVERNING LAW. THIS INDENTURE, THE NOTES AND THE SUBSIDIARY GUARANTEES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. 

Section 13.08 No Recourse Against Others. No director, officer, employee, manager, incorporator or holder of any Equity Interests
in the Issuer or any direct or indirect parent companies, as such, shall have any liability for any obligations of the Issuer or any Subsidiary Guarantor under the 

  
 100 








 
Notes, the Subsidiary Guarantees or this Indenture, as applicable, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of Notes by accepting
a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. 

Section 13.09 Successors. All agreements of the Issuer and the Subsidiary Guarantors in this Indenture and the Notes shall bind
such person’s successors. All agreements of the Trustee in this Indenture shall bind its successors. 
 Section 13.10 Multiple
Originals. The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Indenture. 

Section 13.11 Table of Contents; Headings. The table of contents, cross-reference sheet and headings of the Articles and Sections
of this Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof. 

Section 13.12 Indenture Controls. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a
provision of this Indenture, such provision of this Indenture shall control. 
 Section 13.13 Severability. In case any
provision in this Indenture 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 and such provision shall be ineffective only to the
extent of such invalidity, illegality or unenforceability. 
 Section 13.14 Waiver of Jury Trial. EACH OF THE ISSUER,
THE SUBSIDIARY GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE
TRANSACTION CONTEMPLATED HEREBY. 
 [Remainder of page intentionally left blank.] 

  
 101 








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

					
	AEGIS MERGER SUB, INC.
		
	By:	 	/s/ Christopher L. Edson
		 	Name:	 	Christopher L. Edson
		 	Title:	 	Vice President, Secretary and Treasurer
	
	PRESIDIO HOLDINGS INC.
		
	By:	 	/s/ Paul D. Fletcher
		 	Name:	 	Paul D. Fletcher
		 	Title:	 	Vice President and Treasurer
	
	PRESIDIO IS CORP.
		
	By:	 	/s/ Paul D. Fletcher
		 	Name:	 	Paul D. Fletcher
		 	Title:	 	Vice President and Treasurer
	
	PRESIDIO, INC.
		
	By:	 	/s/ Paul D. Fletcher
		 	Name:	 	Paul D. Fletcher
		 	Title:	 	Chief Financial Officer and Executive Vice President
	
	ATLANTIX GLOBAL SYSTEMS, LLC
		
	By:	 	/s/ Paul D. Fletcher
		 	Name:	 	Paul D. Fletcher
		 	Title:	 	Executive Vice President-Finance and Treasurer
	
	PRESIDIO TECHNOLOGY CAPITAL, LLC
		
	By:	 	/s/ Paul D. Fletcher
		 	Name:	 	Paul D. Fletcher
		 	Title:	 	Executive Vice President-Finance and Treasurer


 [Signature Page to Indenture] 







 
			
	PRESIDIO NETWORKED SOLUTIONS, INC.
		
	By:	 	 /s/ Paul D. Fletcher

		 	Name: Paul D. Fletcher
		 	Title: Chief Financial Officer and Executive
          Vice President
	
	PRESIDIO NETWORKED SOLUTIONS GROUP, LLC
		
	By:	 	 /s/ Paul D. Fletcher

		 	Name: Paul D. Fletcher
		 	Title: Chief Financial Officer and Treasurer
	
	3RD AVE. CREATIVE MARKETING & BRANDING LLC
		
	By:	 	 /s/ Paul D. Fletcher

		 	Name: Paul D. Fletcher
		 	 Title: Chief Financial Officer and Executive


          Vice President of the Managing Member



 [Signature Page to Indenture] 







 
			
	WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Trustee
		
	By:	 	 /s/ Jane Schweiger

		 	Name: Jane Schweiger
		 	Title: Vice President


 [Signature Page to Indenture] 







 APPENDIX A 

PROVISIONS RELATING TO INITIAL NOTES AND ADDITIONAL NOTES 
  

	 	1.	Definitions. 

  

	 	1.1	Definitions. 

 For the purposes of this Appendix A the following terms shall have the
meanings indicated below: 
 “Definitive Note” means a certificated Initial Note or Additional Note (bearing the Restricted
Notes Legend if the transfer of such Note is restricted by applicable law) that does not include the Global Notes Legend. 

“Depository” means The Depository Trust Company, its nominees and their respective successors. 

“Global Notes Legend” means the legend set forth under that caption in the applicable Exhibit to this Indenture. 

“IAI” means an institutional “accredited investor” as described in Rule 501(a)(1), (2), (3) or (7) under
the Securities Act. 
 “IAI Notes” means all Notes offered and sold to IAIs following the Issue Date. 

“Notes Custodian” means the custodian with respect to a Global Note (as appointed by the Depository) or any successor Person
thereto, who shall initially be the Trustee. 
 “QIB” means a “qualified institutional buyer” as defined in Rule
144A. 
 “Regulation S” means Regulation S under the Securities Act. 

“Regulation S Notes” means all Initial Notes offered and sold outside the United States in reliance on Regulation S. 

“Restricted Notes Legend” means the legend set forth in Section 2.2(f)(i) herein. 

“Restricted Period,” with respect to any Notes, means the period of 40 consecutive days beginning on and including the later
of (a) the day on which such Notes are first offered to Persons other than distributors (as defined in Regulation S under the Securities Act) in reliance on Regulation S, notice of which day shall be promptly given by the Issuer to the Trustee,
and (b) the Issue Date, and with respect to any Additional Notes that are Transfer Restricted Notes, it means the comparable period of 40 consecutive days. 

“Rule 501” means Rule 501(a)(1), (2), (3) or (7) under the Securities Act. 

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

“Rule 144A Notes” means all Initial Notes offered and sold to QIBs in reliance on Rule 144A. 

  
 Appendix A-1 








 “Transfer Restricted Definitive Notes” means Definitive Notes that bear or are
required to bear or are subject to the Restricted Notes Legend. 
 “Transfer Restricted Global Notes” means Global Notes
that bear or are required to bear or are subject to the Restricted Notes Legend. 
 “Transfer Restricted Notes” means the
Transfer Restricted Definitive Notes and Transfer Restricted Global Notes. 
 “Unrestricted Definitive Notes” means
Definitive Notes that are not required to bear, or are not subject to, the Restricted Notes Legend. 
 “Unrestricted Global
Notes” means Global Notes that are not required to bear, or are not subject to, the Restricted Notes Legend. 
  

	 	1.2	Other Definitions. 

  

			
	Term:	  	Defined in Section:
	 Agent Members
	  	2.1(b)
	 Global Notes
	  	2.1(b)
	 IAI Global Notes
	  	2.1(b)
	 Regulation S Global Notes
	  	2.1(b)
	 Regulation S Permanent Notes
	  	2.1(b)
	 Regulation S Temporary Global Notes
	  	2.1(b)
	 Rule 144A Global Notes
	  	2.1(b)

  

	 	2.	The Notes. 

  

	 	2.1	Form and Dating; Global Notes. 

 (a) The Initial Notes issued on the date hereof will be
(i) privately placed by the Issuer pursuant to the Offering Memorandum and (ii) sold, initially only to (1) QIBs in reliance on Rule 144A and (2) Persons other than U.S. Persons (as defined in Regulation S) in reliance on
Regulation S. Such Initial Notes may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and, except as set forth below, IAIs in accordance with Rule 501. Additional Notes offered after the date hereof may be
offered and sold by the Issuer from time to time pursuant to one or more agreements in accordance with applicable law. 
 (b) Global
Notes. (i) Except as provided in clause (d) of Section 2.2 below, Rule 144A Notes initially shall be represented by one or more Notes in definitive, fully registered, global form without interest coupons (collectively, the
“Rule 144A Global Notes”). 
 Regulation S Notes initially shall be represented by one or more Notes in fully registered,
global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which shall
be registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream
Banking, Société Anonyme (“Clearstream”). 
 Following the termination of the Restricted Period, beneficial
interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the 

  
 Appendix A-2 








 
“Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note,
the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made
on the records of the Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. 

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 Regulation S Temporary Global Note and the Regulation S
Permanent Global Note that are held by Participants through Euroclear or Clearstream. 
 Except as provided in clause (d) of
Section 2.2 below, IAI Notes initially shall be represented by one or more Notes in definitive, fully registered, global form without interest coupons (collectively, the “IAI Global Notes”). 

The term “Global Notes” means the Rule 144A Global Notes, the Regulation S Global Notes and the IAI Global Notes. The Global
Notes shall bear the Global Notes Legend. The Global Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository, in each case for credit to an account of an Agent Member, (ii) be delivered to
the Trustee as custodian for such Depository and (iii) bear the Restricted Notes Legend. 
 Members of, or direct or indirect
participants in, the Depository (collectively, the “Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Trustee as its custodian, or under the
Global Notes. The Depository may be treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the
Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository, or impair, as between the Depository and its Agent Members, the operation of
customary practices governing the exercise of the rights of a holder of any Note. 
 (ii) Transfers of Global Notes shall be
limited to transfer in whole, but not in part, to the Depository, its successors or their respective nominees. Interests of beneficial owners in the Global Notes may be transferred or exchanged for Definitive Notes only in accordance with the
applicable rules and procedures of the Depository and the provisions of Section 2.2. In addition, a Global Note shall be exchangeable for Definitive Notes if (x) the Depository (1) notifies the Issuer that it is unwilling or unable to
continue as depository for such Global Note and the Issuer thereupon fails to appoint a successor depository or (2) has ceased to be a clearing agency registered under the Exchange Act or (y) there shall have occurred and be continuing an
Event of Default with respect to such Global Note and a request has been made for such exchange; provided that in no event shall the Regulation S Temporary Global Note be exchanged by the Issuer for Definitive Notes prior to (x) the
expiration of the Restricted Period and (y) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act. In all cases, Definitive Notes delivered in exchange for any Global Note or
beneficial interests therein shall be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depository in accordance with its customary procedures. 

  
 Appendix A-3 








 (iii) In connection with the transfer of a Global Note as an entirety to
beneficial owners pursuant to subsection (i) of this Section 2.1(b), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer shall execute, and, upon written order of the Issuer signed by an
Officer, the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by the Depository in writing in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive
Notes of authorized denominations. 
 (iv) Any Transfer Restricted Note delivered in exchange for an interest in a Global
Note pursuant to Section 2.2 shall, except as otherwise provided in Section 2.2, bear the Restricted Notes Legend. 

(v) Notwithstanding the foregoing, through the Restricted Period, a beneficial interest in a Regulation S Global Note may be
held only through Euroclear or Clearstream unless delivery is made in accordance with the applicable provisions of Section 2.2. 

(vi) The holder of any Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons
that may hold interests through Agent Members, to take any action which a holder is entitled to take under this Indenture or the Notes. 
  

	 	2.2	Transfer and Exchange. 

 (a) Transfer and Exchange of Global Notes. A Global Note may not
be transferred as a whole except as set forth in Section 2.1(b). Global Notes will not be exchanged by the Issuer for Definitive Notes except under the circumstances described in Section 2.1(b)(ii). Global Notes also may be exchanged or
replaced, in whole or in part, as provided in Section 2.08 of this Indenture. Beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.2(b). 

(b) Transfer and Exchange of Beneficial Interests in Global Notes. The transfer and exchange of beneficial interests in the Global
Notes shall be effected through the Depository, in accordance with the provisions of this Indenture and the applicable rules and procedures of the Depository. Beneficial interests in Transfer Restricted Global Notes shall be subject to restrictions
on transfer comparable to those set forth herein to the extent required by the Securities Act. Beneficial interests in Global Notes shall be transferred or exchanged only for beneficial interests in Global Notes. Transfers and exchanges of
beneficial interests in the Global Notes also shall require compliance with either subparagraph (i) or (ii) below, as applicable, as well as one or more of the other following subparagraphs, as applicable: 

(i) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Transfer Restricted Global
Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Transfer Restricted Global Note in accordance with the transfer restrictions set forth in the Restricted Notes Legend; provided,
however, that prior to the expiration of the Restricted Period, transfers of beneficial interests in a Regulation S Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person. A beneficial interest in an
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 2.2(b)(i). 

  
 Appendix A-4 








 (ii) All Other Transfers and Exchanges of Beneficial Interests in Global
Notes. In connection with all transfers and exchanges of beneficial interests in any Global Note that is not subject to Section 2.2(b)(i), the transferor of such beneficial interest must deliver to the Registrar (1) a written order
from an Agent Member given to the Depository in accordance with the applicable rules and procedures of the Depository directing the Depository 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 rules and procedures of the Depository containing information regarding the Agent Member account to be credited with such increase.
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 pursuant to Section 2.2(i). 
 (iii) Transfer of Beneficial Interests to Another
Restricted Global Note. A beneficial interest in a Transfer Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Transfer Restricted Global Note if the transfer complies
with the requirements of Section 2.2(b)(ii) above and the Registrar receives the following: 
 (A) if the transferee
will take delivery in the form of a beneficial interest in a Rule 144A Global Note, then the transferor must deliver a certificate in the form attached to the applicable Note; 

(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 attached to the applicable Note; and 
 (C) if the transferee will take
delivery in the form of a beneficial interest in a IAI Global Note, then the transferor must deliver a certificate in the form attached to the applicable Note. 

(iv) Transfer and Exchange of Beneficial Interests in a Transfer Restricted Global Note for Beneficial Interests in an
Unrestricted Global Note. A beneficial interest in a Transfer 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 2.2(b)(ii) above and the Registrar receives the following: 

(A) if the holder of such beneficial interest in a Transfer Restricted Global Note proposes to exchange such beneficial
interest for a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form attached to the applicable Note; or 

(B) if the holder of such beneficial interest in a Transfer 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 attached to the applicable Note, 

and, in each such case, if the Issuer or the Registrar so request or if the applicable rules and procedures of the Depository so require, an
Opinion of Counsel in form reasonably acceptable to the Issuer and the Registrar to the effect that such exchange or transfer is in compliance with the 

  
 Appendix A-5 








 
Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes Legend are no longer required in order to maintain compliance with the Securities Act. If any
such transfer or exchange is effected pursuant to this subparagraph (iv) at a time when an Unrestricted Global Note has not yet been issued, the Issuer shall issue and, upon receipt of an written order of the Issuer in the form of an
Officers’ Certificate in accordance with Section 2.01 of this Indenture, 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 or exchanged pursuant to this subparagraph (iv). 
 (v) Transfer and Exchange of Beneficial Interests in an
Unrestricted Global Note for Beneficial Interests in a Transfer Restricted Global Note. 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 Transfer Restricted Global Note. 
 (c) Transfer and Exchange of Beneficial Interests in Global Notes for Definitive
Notes. A beneficial interest in a Global Note may not be exchanged for a Definitive Note except under the circumstances described in Section 2.1(b)(ii). A beneficial interest in a Global Note may not be transferred to a Person who takes
delivery thereof in the form of a Definitive Note except under the circumstances described in Section 2.1(b)(ii). In any case, beneficial interests in Global Notes shall be transferred or exchanged only for Definitive Notes. 

(d) Transfer and Exchange of Definitive Notes for Beneficial Interests in Global Notes. Transfers and exchanges of Definitive Notes for
beneficial interests in the Global Notes also shall require compliance with either subparagraph (i), (ii) or (iii) below, as applicable: 

(i) Transfer Restricted Definitive Notes to Beneficial Interests in Transfer Restricted Global Notes. If any holder of a
Transfer Restricted Definitive Note proposes to exchange such Transfer Restricted Definitive Note for a beneficial interest in a Transfer Restricted Global Note or to transfer such Transfer Restricted Definitive Note to a Person who takes delivery
thereof in the form of a beneficial interest in a Transfer Restricted Global Note, then, upon receipt by the Registrar of the following documentation: 

(A) if the holder of such Transfer Restricted Definitive Note proposes to exchange such Transfer Restricted Note for a
beneficial interest in a Transfer Restricted Global Note, a certificate from such holder in the form attached to the applicable Note; 

(B) if such Transfer Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A under the Securities
Act, a certificate from such holder in the form attached to the applicable Note; 
 (C) if such Transfer Restricted
Definitive Note is being transferred to a non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904 under the Securities Act, a certificate from such holder in the form attached to the applicable Note; 

(D) if such Transfer Restricted Definitive Note is being transferred pursuant to an exemption from the registration
requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate from such holder in the form attached to the applicable Note; 

(E) if such Transfer Restricted Definitive Note is being transferred to an IAI in reliance on an exemption from the
registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate from such holder in the form attached to the applicable Note, including the certifications, certificates and
Opinion of Counsel, if applicable; or 
 (F) if such Transfer Restricted Definitive Note is being transferred to the Issuer
or a Subsidiary thereof, a certificate from such holder in the form attached to the applicable Note; 

  
 Appendix A-6 








 the Trustee shall cancel the Transfer Restricted Definitive Note, and increase or cause to be
increased the aggregate principal amount of the appropriate Transfer Restricted Global Note. 
 (ii) Transfer Restricted
Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A holder of a Transfer Restricted Definitive Note may exchange such Transfer Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note or transfer
such Transfer Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if the Registrar receives the following: 

(A) if the holder of such Transfer Restricted Definitive Note proposes to exchange such Transfer Restricted Definitive Note for
a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form attached to the applicable Note; or 

(B) if the holder of such Transfer Restricted Definitive Notes proposes to transfer such Transfer Restricted Definitive Note 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 attached to the applicable Note, 

and, in each such case, if the Issuer or the Registrar so request or if the applicable rules and procedures of the Depository so require, an
Opinion of Counsel in form reasonably acceptable to the Issuer and the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes
Legend are no longer required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of this subparagraph (ii), the Trustee shall cancel the Transfer Restricted Definitive Notes and increase or cause to be
increased the aggregate principal amount of the Unrestricted Global Note. If any such transfer or exchange is effected pursuant to this subparagraph (ii) at a time when an Unrestricted Global Note has not yet been issued, the Issuer shall issue
and, upon receipt of an written order of the Issuer in the form of an Officers’ Certificate, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of
Transfer Restricted Notes transferred or exchanged pursuant to this subparagraph (ii). 
 (iii) Unrestricted Definitive
Notes to Beneficial Interests in Unrestricted Global Notes. A holder of an Unrestricted Definitive Note may exchange such Unrestricted Definitive Note for a beneficial interest in an Unrestricted Global Note or transfer such Unrestricted
Definitive Note 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 transfer or exchange is effected pursuant to this subparagraph (iii) at a time when an Unrestricted Global
Note has not yet been issued, the Issuer shall issue and, upon receipt of an written order of the Issuer in the form of an Officers’ Certificate, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal
amount equal to the aggregate principal amount of Unrestricted Definitive Notes transferred or exchanged pursuant to this subparagraph (iii). 

(iv) Unrestricted Definitive Notes to Beneficial Interests in Transfer Restricted Global Notes. An Unrestricted
Definitive Note cannot be exchanged for, or transferred to a Person who takes delivery thereof in the form of, a beneficial interest in a Transfer Restricted Global Note. 

  
 Appendix A-7 








 (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 2.2(e), the Registrar shall register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the
requesting holder shall present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such holder or by its attorney, duly
authorized in writing. In addition, the requesting holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.2(e). 

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

(A) if the transfer will be made pursuant to Rule 144A under the Securities Act, then the transferor must deliver a certificate
in the form attached to the applicable Note; 
 (B) if the transfer will be made pursuant to Rule 903 or Rule 904 under the
Securities Act, then the transferor must deliver a certificate in the form attached to the applicable Note; 
 (C) if the
transfer will be made pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate in the form attached to the applicable Note; 

(D) if the transfer will be made to an IAI in reliance on an exemption from the registration requirements of the Securities Act
other than those listed in subparagraphs (A) through (C) above, a certificate in the form attached to the applicable Note; and 

(E) if such transfer will be made to the Issuer or a Subsidiary thereof, a certificate in the form attached to the applicable
Note. 
 (ii) Transfer Restricted Definitive Notes to Unrestricted Definitive Notes. Any Transfer Restricted
Definitive Note may be exchanged by the holder thereof for an Unrestricted Definitive Note or transferred to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note if the Registrar receives the following: 

(A) if the holder of such Transfer Restricted Definitive Note proposes to exchange such Transfer Restricted Definitive Note for
an Unrestricted Definitive Note, a certificate from such holder in the form attached to the applicable Note; or 
 (B) if the
holder of such Transfer Restricted Definitive Note proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder in the form attached to the applicable
Note, 

  
 Appendix A-8 








 and, in each such case, if the Issuer or the Registrar so request, an Opinion of Counsel in form
reasonably acceptable to the Issuer and the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes 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 an Unrestricted Definitive Note may transfer such Unrestricted Definitive Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note at any time. 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. 

(iv) Unrestricted Definitive Notes to Transfer Restricted Definitive Notes. An Unrestricted Definitive Note cannot be
exchanged for, or transferred to a Person who takes delivery thereof in the form of, a Transfer Restricted Definitive Note. 
 At such time
as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be returned to or retained
and canceled by the Trustee in accordance with Section 2.10 of this Indenture. 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
Depository 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 Depository at the direction of the Trustee to reflect such increase. 

(f) Legend. 

(i) Except as permitted by the following paragraph (iii), (iv) or (v), each Note certificate evidencing the Global Notes
and any Definitive Notes (and all Notes issued in exchange therefor or in substitution thereof) shall bear a legend in substantially the following form (each defined term in the legend being defined as such for purposes of the legend only): 

“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY 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, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, 

  
 Appendix A-9 








 
AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE
RESTRICTION TERMINATION DATE”) THAT IS THE DATE ONE YEAR AFTER THE LAST ORIGINAL ISSUE DATE HEREOF OR SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED UNDER RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THEREOF, ONLY (A) TO
THE ISSUER OR ANY SUBSIDIARY OF THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT 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) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.” 

“THE FOLLOWING INFORMATION IS SUPPLIED SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES. THIS NOTE WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT
(“OID”) WITHIN THE MEANING OF SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AND THIS LEGEND IS REQUIRED BY SECTION 1275(C) OF THE CODE. HOLDERS MAY OBTAIN INFORMATION REGARDING THE AMOUNT OF OID, THE
ISSUE PRICE, THE ISSUE DATE AND THE YIELD TO MATURITY RELATING TO THE NOTES BY CONTACTING THE ISSUER AT 12120 SUNSET HILLS ROAD SUITE 202, RESTON, VIRGINIA 20190.” 

Each Regulation S Note shall bear the following additional legend: 

“BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON, NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S.
PERSON, AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.” 

  
 Appendix A-10 








 Each Definitive Note shall bear the following additional legend: 

“IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS
SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.” 

(ii) Upon any sale or transfer of a Transfer Restricted Definitive Note, the Registrar shall permit the holder thereof to
exchange such Transfer Restricted Note for a Definitive Note that does not bear the legends set forth above and rescind any restriction on the transfer of such Transfer Restricted Definitive Note if the holder certifies in writing to the Registrar
that its request for such exchange was made in reliance on Rule 144 (such certification to be in the form set forth on the reverse of the Initial Note). 

(iii) Upon a sale or transfer after the expiration of the Restricted Period of any Initial Note acquired pursuant to Regulation
S, all requirements that such Initial Note bear the Restricted Notes Legend shall cease to apply and the requirements requiring any such Initial Note be issued in global form shall continue to apply. 

(iv) Any Additional Notes sold in a registered offering shall not be required to bear the Restricted Notes Legend. 

(g) Cancellation or Adjustment of Global Note. At such time as all beneficial interests in a particular Global Note have been exchanged
for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be returned to or retained and canceled by the Trustee in accordance with Section 2.10 of this
Indenture. 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 Depository 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 Depository at the direction of the Trustee to reflect such increase. 
 (h)
Obligations with Respect to Transfers and Exchanges of Notes. 
 (i) To permit registrations of transfers and
exchanges, the Issuer shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Registrar’s request. 

(ii) No service charge shall be made for any registration of transfer or exchange of Notes, but the Issuer may require payment
of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith. 

(iii) Prior to the due presentation for registration of transfer of any Note, the Issuer, the Trustee, a Paying Agent or the
Registrar may deem and treat the Person in whose name a 

  
 Appendix A-11 








 
Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such
Note is overdue, and none of the Issuer, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. 

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

  
 Appendix A-12 








 EXHIBIT A 

[FORM OF FACE OF INITIAL NOTE] 

[Global Notes Legend] 
 UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 

TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR
SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. 

[Restricted Notes Legend for Notes Offered in Reliance on Regulation S] 

BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON, NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON,
AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT 
 [Restricted Notes
Legend] 
 “THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)
OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY 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, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS THE DATE ONE YEAR AFTER THE LAST ORIGINAL ISSUE DATE HEREOF OR SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED UNDER RULE
144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THEREOF, ONLY (A) TO THE ISSUER OR ANY SUBSIDIARY OF THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO
LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES
FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED 

  
 A-1 








 
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER
THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES
(D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION
DATE.” 
 [Definitive Notes Legend] 

“IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS
SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.” 
 [Original Issue
Discount Legend] 
 “THE FOLLOWING INFORMATION IS SUPPLIED SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES. THIS NOTE WAS ISSUED WITH
ORIGINAL ISSUE DISCOUNT (“OID”) WITHIN THE MEANING OF SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AND THIS LEGEND IS REQUIRED BY SECTION 1275(C) OF THE CODE. HOLDERS MAY OBTAIN INFORMATION
REGARDING THE AMOUNT OF OID, THE ISSUE PRICE, THE ISSUE DATE AND THE YIELD TO MATURITY RELATING TO THE NOTES BY CONTACTING THE ISSUER AT 12120 SUNSET HILLS ROAD SUITE 202, RESTON, VIRGINIA 20190.” 

  
 A-2 








 [FORM OF INITIAL NOTE] 

AEGIS MERGER SUB, INC. 
  

			
	 No. [    ]
	  	144A CUSIP No. 74101X AA8
		
		  	144A ISIN No. US74101XAA81
		
		  	REG S CUSIP No. U7409W AA6
		
		  	REG S ISIN No. USU7409WAA63
		
		  	IAI CUSIP No. 74101X AC4
		
		  	IAI ISIN No. US74101XAC48
		
		  	$[            ]

 10.25% Senior Note due 2023 

AEGIS MERGER SUB, INC., a Delaware corporation, promises to pay to Cede & Co., or registered assigns, the principal sum set forth on
the Schedule of Increases or Decreases in Global Note attached hereto on February 15, 2023. 
 Interest Payment Dates: February 15
and August 15, commencing August 15, 2015 
 Record Dates February 1 and August 1 

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

  
 A-3 








 IN WITNESS WHEREOF, the parties have caused this instrument to be duly executed. 

 

			
	AEGIS MERGER SUB, INC.
		
	By:	 	  

		 	Name:
		 	Title:



Dated:                     

  
 A-4 









					
	TRUSTEE’S CERTIFICATE OF
    AUTHENTICATION	 	
		
	WILMINGTON TRUST, NATIONAL ASSOCIATION	 	
		 	as Trustee, certifies that this is	 	
		 	one of the Notes	 	
		 	referred to in the Indenture.	 	
			
	By:	 	  
	 	
		 	        Authorized Signatory	 	

 Dated:                    

  
  

	*/	If the Note is to be issued in global form, add the Global Notes Legend and the attachment from Exhibit A captioned “TO BE ATTACHED TO GLOBAL NOTES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE.”



  
 A-5 








 [FORM OF REVERSE SIDE OF INITIAL NOTE] 

10.25% Senior Note Due 2023 
  

	1.	Interest 

 AEGIS MERGER SUB, INC., a Delaware corporation (such entity, and its
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 the rate per annum shown above. The Issuer shall pay interest
semiannually on February 15 and August 15 of each year (each an “Interest Payment Date”), commencing August 15, 2015. Interest on the Notes shall accrue from the most recent date to which interest has been paid or
duly provided for or, if no interest has been paid or duly provided for, from February 2, 2015, until the principal hereof is due. Interest shall be computed on the basis of a 360-day year of 12 30-day months. The Issuer shall pay interest on
overdue principal at the rate borne by the Notes, and it shall pay interest on overdue installments of interest at the same rate to the extent lawful. 
  

	2.	Method of Payment 

 The Issuer shall pay interest on the Notes (except defaulted
interest) to the Persons who are registered holders at the close of business on February 1 or August 1 (each a “Record Date”) immediately preceding the Interest Payment Date even if Notes are canceled after the Record Date
and on or before the Interest Payment Date (whether or not a Business Day). Holders must surrender Notes to the Paying Agent to collect principal payments. The Issuer shall pay principal, premium, if any, and interest in money of the United States
of America that at the time of payment is legal tender for payment of public and private debts. Payments in respect of the Notes represented by a Global Note (including principal, premium, if any, and interest) shall be made by wire transfer of
immediately available funds to the accounts specified by The Depository Trust Company (“DTC”) or any successor depositary. The Issuer shall make all payments in respect of a certificated Note (including principal, premium, if any,
and interest) at the office of the Paying Agent, except that, at the option of the Issuer, payment of interest may be made by mailing a check to the registered address of each holder thereof; provided, however, that payments on the
Notes may also be made, in the case of a holder of at least $1,000,000 aggregate principal amount of Notes, 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 Paying Agent to such effect designating such account no later than 30 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion).

  

	3.	Paying Agent and Registrar 

 Initially, Wilmington Trust, National Association, as
trustee under the Indenture (the “Trustee”), will act as Paying Agent and Registrar. The Issuer may appoint and change any Paying Agent or Registrar without notice. The Issuer or any of its domestically incorporated Subsidiaries may
act as Paying Agent or Registrar. 
  

	4.	Indenture 

 The Issuer issued the Notes under an Indenture dated as of February 2,
2015 (the “Indenture”), among the Issuer, the Subsidiary Guarantors party thereto and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those
stated in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture for a statement of such terms and provisions. If and to the extent that any
provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. 

  
 A-6 








 The Notes are senior unsecured obligations of the Issuer. This Note is one of the Initial Notes
referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the
ability of the Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the payment of
certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make
Asset Sales. The Indenture also imposes limitations on the ability of the Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. 

To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuer under the
Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Guaranteed
Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior unsecured basis pursuant to the terms of the Indenture. 

 

	5.	Redemption 

 On or after February 15, 2018, the Issuer may redeem the Notes at its
option, in whole at any time or in part from time to time, upon not less than 30 nor more than 60 days’ prior notice mailed by the Issuer by first-class mail, or delivered electronically if held by DTC, to each holder’s registered address,
at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant Record Date to receive interest due on
the relevant Interest Payment Date), if redeemed during the 12-month period commencing on February 15 of the years set forth below: 
  

					
	 Period
	  	Redemption Price	 
	 2018
	  	 	107.688	% 
	 2019
	  	 	105.125	% 
	 2020
	  	 	102.563	% 
	 2021 and thereafter
	  	 	100.000	% 

 In addition, prior to February 15, 2018, the Issuer may redeem the Notes at its option, in whole at any
time or in part from time to time, upon not less than 30 nor more than 60 days’ prior notice mailed by the Issuer by first-class mail, or delivered electronically if held by DTC, to each holder’s registered address, at a redemption price
equal to 100.0% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, the applicable redemption date (subject to the right of holders of record on the relevant Record Date to
receive interest due on the relevant Interest Payment Date). 
 Notwithstanding the foregoing, at any time and from time to time on or prior
to February 15, 2018, the Issuer may redeem in the aggregate up to 40.0% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) with the net cash proceeds of one or more
Equity Offerings (1) by the Issuer or (2) by any direct or indirect parent of the Issuer to the 

  
 A-7 








 
extent the net cash proceeds thereof are contributed to the common equity capital of the Issuer or are used to purchase Capital Stock (other than Disqualified Stock) of the Issuer, at a
redemption price (expressed as a percentage of principal amount thereof) of 110.25%, plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant Record Date to receive interest due on
the relevant Interest Payment Date); provided, however, that at least 50.0% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) must remain outstanding after each
such redemption; provided, further, that such redemption shall occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days’ notice mailed, or delivered
electronically if held by DTC, by the Issuer to each holder of Notes being redeemed and otherwise in accordance with the procedures set forth in the Indenture. 

Notice of any redemption upon any Equity Offering may be given prior to the completion thereof. In addition, any such redemption described
above or notice thereof 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 in the case of a redemption upon completion of an Equity Offering.
The Issuer shall set forth in the notice of any redemption subject to such conditions precedent how the Issuer intends to proceed in the event that one or more of such conditions are not met. 

 

	6.	Mandatory Redemption 

 The Issuer will not be required to make any mandatory redemption
or sinking fund payments with respect to the Notes, except if the Notes would otherwise constitute “applicable high yield discount obligations” within the meaning of Section 163(i)(1) of the Internal Revenue Code of 1986, as amended
(the “Code”), on any interest payment date after the fifth anniversary of the Issue Date (each an “AHYDO redemption date”), the Issuer will be required to redeem for cash a portion of the notes then outstanding
equal to the “Mandatory Principal Redemption Amount” (such redemption, a “Mandatory Principal Redemption”). The redemption price for the portion of any notes redeemed pursuant to Mandatory Principal Redemption will be 100%
of the principal amount of such portion plus any accrued interest thereon on the date of redemption. The “Mandatory Principal Redemption Amount” means the portion of a note that must be required to be redeemed to prevent such note from
being treated as an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code. No partial redemption or repurchase of the notes prior to the AHYDO redemption date pursuant to any other provision
of the indenture alters the Issuer’s obligation to make the Mandatory Principal Redemption with respect to any notes that remain outstanding on an AHYDO redemption date. 
  


	7.	Notice of Redemption 

 Notices of redemption will be mailed by first class mail at least
30 but not more than 60 days before the redemption date, to each holder of Notes to be redeemed at its registered address (with a copy to the Trustee) or otherwise in accordance with the procedures of DTC, except that redemption notices may be
mailed more than 60 days prior to the redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture pursuant to Article VIII thereof. If money sufficient to pay the redemption
price of and accrued and unpaid interest on all Notes (or portions thereof) to be redeemed on the redemption date is deposited with a Paying Agent on or before the redemption date and certain other conditions are satisfied, on and after such date,
interest ceases to accrue on such Notes (or such portions thereof) called for redemption. 

  
 A-8 









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


Upon the occurrence of a Change of Control, each holder shall have the right, subject to certain conditions specified in the Indenture, to
cause the Issuer to repurchase all or any part of such holder’s Notes at a purchase price in cash equal to 101.0% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase (subject to the right of the
holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), as provided in, and subject to the terms of, the Indenture. 

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

	9.	[Intentionally Omitted] 

  

	10.	Denominations; Transfer; Exchange 

 The Notes are in registered form, without coupons, in
denominations of $2,000 principal amount and integral multiples of $1,000 in excess thereof. A holder shall register the transfer of or exchange of the Notes in accordance with the Indenture. Upon any registration of transfer or exchange, the
Registrar and the Trustee may require a holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes required by law or permitted by the Indenture. The Registrar need not register the transfer of or
exchange any Notes selected for redemption (except, in the case of a Note to be redeemed in part, the portion of the Note not to be redeemed) or to transfer or exchange any Notes for a period of 15 days prior to a selection of Notes to be redeemed.

  

	11.	Persons Deemed Owners 

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

	12.	Unclaimed Money 

 If money for the payment of principal or interest remains unclaimed for
two years, the Trustee and a Paying Agent shall pay the money back to the Issuer at its written request unless an abandoned property law designates another Person. After any such payment, the holders entitled to the money must look to the Issuer for
payment as general creditors and the Trustee and a Paying Agent shall have no further liability with respect to such monies. 
  

	13.	Discharge and Defeasance 

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

	14.	Amendment; Waiver 

 Subject to certain exceptions set forth in the Indenture,
(i) the Indenture or the Notes may be amended with the written consent of the holders of at least a majority in aggregate principal amount of the Notes then outstanding and (ii) any past default or compliance with any provisions may be
waived with the written consent of the holders of at least a majority in principal amount of the Notes then outstanding. Subject to certain exceptions set forth in the Indenture, without the consent of any holder, the Issuer and the Trustee may
amend the Indenture, the Notes or the Subsidiary Guarantees (i) to cure any ambiguity, omission, mistake, defect or inconsistency; (ii) to provide for the assumption by a Successor Company 


  
 A-9 








 
(with respect to the Issuer) of the obligations of the Issuer; (iii) to provide for the assumption by a Successor Subsidiary Guarantor (with respect to any Subsidiary Guarantor), as the case
may be, of the obligations of a Subsidiary Guarantor under the Indenture and its Subsidiary Guarantee; (iv) to provide for uncertificated Notes in addition to or in place of certificated Notes, provided, however, that the
uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code; (v) to conform the text of the
Indenture, the Notes or the Subsidiary Guarantees to any provision of the “Description of Senior Notes” in the Offering Memorandum to the extent that such provision in the Indenture, the Notes or the Subsidiary Guarantees was intended by
the Issuer to be a verbatim recitation of a provision in the “Description of Senior Notes” in the Offering Memorandum, as stated in an Officers’ Certificate; (vi) to add a Subsidiary Guarantee with respect to the Notes,
(vii) to add collateral to secure the Notes; (viii) to release collateral, if any is added pursuant to clause (vii) above, or a Subsidiary Guarantee as permitted by the Indenture; (ix) to add to the covenants of the Issuer for
the benefit of the holders or to surrender any right or power herein conferred upon the Issuer; (x) to make any change that does not adversely affect the rights of any holder; or (xi) to make changes to provide for the issuance of
Additional Notes, which shall have terms substantially identical in all material respects to the Initial Notes, and which shall be treated, together with any outstanding Initial Notes, as a single issue of securities. 

 

	15.	Defaults and Remedies 

 If an Event of Default (other than an Event of Default relating
to certain events of bankruptcy, insolvency or reorganization of the Issuer) occurs and is continuing, the Trustee by notice to the Issuer or the holders of at least 30% in principal amount of outstanding Notes by notice to the Issuer, with a copy
to the Trustee, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Notes to be due and payable. Upon such a declaration, such principal and interest will be due and payable immediately. If an Event of Default
relating to certain events of bankruptcy, insolvency or reorganization of the Issuer occurs, the principal of, premium, if any, and interest on all the Notes will become immediately due and payable without any declaration or other act on the part of
the Trustee or any holders. Under certain circumstances, the holders of a majority in principal amount of outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences. 

If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the
Indenture at the request or direction of any of the holders unless such holders have offered to the Trustee indemnity or security satisfactory to the Trustee against any loss, liability or expense and certain other conditions are complied with.
Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no holder may pursue any remedy with respect to the Indenture or the Notes unless (i) such holder has previously given the Trustee notice that
an Event of Default is continuing, (ii) holders of at least 30% in principal amount of the outstanding Notes have requested the Trustee to pursue the remedy, (iii) such holders have offered the Trustee security or indemnity satisfactory to
it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity, and (v) the holders of a majority in principal amount of
the outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the holders of a majority in principal amount of outstanding Notes are given the right to direct
the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the
Indenture or that the Trustee determines is unduly prejudicial to the rights of any other holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to
indemnification reasonably satisfactory to it against all losses and expenses caused by taking or not taking such action. 

  
 A-10 









	16.	Trustee Dealings with the Issuer 

 The Trustee under the Indenture, in its individual or
any other capacity, may become the owner or pledgee of Notes and may otherwise deal with and collect obligations owed to it by the Issuer or its Affiliates and may otherwise deal with the Issuer or its Affiliates with the same rights it would have
if it were not Trustee. 
  

	17.	No Recourse Against Others 

 No director, officer, employee, manager, incorporator or
holder of any Equity Interests in the Issuer or any Subsidiary Guarantor or any direct or indirect parent companies, as such, will have any liability for any obligations of the Issuer or any Subsidiary Guarantor under the Notes, the Indenture or the
Subsidiary Guarantees, as applicable, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of Notes by accepting a Note waives and releases all such liability. 

 

	18.	Authentication 

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

	19.	Abbreviations 

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

 

	20.	Governing Law 

 THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. 
  

	21.	CUSIP Numbers; ISINs 

 The Issuer has caused CUSIP numbers and ISINs to be printed on the
Notes and have directed the Trustee to use CUSIP numbers and ISINs in notices of redemption as a convenience to the 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
of Notes upon written request and without charge to the holder a copy of the Indenture which has in it the text of this Note. 

  
 A-11 








 ASSIGNMENT FORM 

To assign this Note, fill in the form below: 
 I or we assign
and transfer this Note to: 
  
  

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

 
 (Insert assignee’s soc. sec. or
tax I.D. No.) 
 and irrevocably appoint
                     agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. 

 

					
	Date:                                     
    	 		 	    Your Signature:
                                         
                                         
  

  
  

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

Signature Guarantee: 
  

			
	Date:
                                        
	  	                                     
                                         
  
		
	Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Trustee	  	Signature of Signature Guarantee


  
 A-12 








 CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR 

REGISTRATION OF TRANSFER RESTRICTED NOTES 
 This
certificate relates to $         principal amount of Notes held in (check applicable space)
                     book-entry or
                     definitive form by the undersigned. 

The undersigned (check one box below): 
  

	☐	has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depository a Note or Notes in definitive, registered form of authorized denominations and an
aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); 

  

	☐	has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. 

 In
connection with any transfer of any of the Notes evidenced by this certificate occurring while this Note is still a Transfer Restricted Definitive Note or a Transfer Restricted Global Note, the undersigned confirms that such Notes are being
transferred in accordance with its terms: 
 CHECK ONE BOX BELOW 
  

					
	(1)	  	☐	  	to the Issuer; or
			
	(2)	  	☐	  	to the Registrar for registration in the name of the holder, without transfer; or
			
	(3)	  	☐	  	pursuant to an effective registration statement under the Securities Act of 1933; or
			
	(4)	  	☐	  	inside the United States to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933) that purchases for its own account or for the account of a qualified institutional buyer to
whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act of 1933; or
			
	(5)	  	☐	  	outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act in compliance with Rule 904 under the Securities Act of 1933 and such Note shall be held immediately after the
transfer through Euroclear or Clearstream until the expiration of the Restricted Period (as defined in the Indenture); or
			
	(6)	  	☐	  	to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933) that has furnished to the Trustee a signed letter containing certain representations and
agreements; or
			
	(7)	  	☐	  	pursuant to another available exemption from registration provided by Rule 144 under the Securities Act of 1933.

 Unless one of the boxes is checked, the Trustee will refuse to register any of the Notes evidenced by this
certificate in the name of any Person other than the registered holder thereof; provided, however, that if box (5), (6) or (7) is checked, the Issuer or the Trustee may require, prior to registering any such transfer of the
Notes, such legal opinions, certifications and other information as the Issuer or the Trustee have reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act of 1933. 

  
 A-13 









							
	Date:                                     
                    	 		  	Your Signature:	 	  


  
  

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

Signature Guarantee: 
  

					
	Date:
                                         
               	 		 	  

			
	Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Trustee	 		 	Signature of Signature Guarantee


  
 A-14 








 TO BE COMPLETED BY PURCHASER IF (4) ABOVE IS CHECKED. 

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

					
	  
	  		  	  

	Date:	  		  	NOTICE: To be executed by an executive officer


  
 A-15 








 [TO BE ATTACHED TO GLOBAL NOTES] 

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE 

The initial principal amount of this Global Note is $        . The following increases or
decreases in this Global Note have been made: 
  

									
	 Date of Exchange
	  	 Amount of decrease

in Principal Amount

of this Global Note
	  	 Amount of increase in

Principal Amount of

this Global Note
	  	 Principal amount of

this Global Note

following such

decrease or increase
	  	 Signature of

authorized signatory

of Trustee or Notes

Custodian

		  		  		  		  	
		  		  		  		  	
		  		  		  		  	


  
 A-16 








 OPTION OF HOLDER TO ELECT PURCHASE 

If you want to elect to have this Note purchased by the Issuer pursuant to Section 4.06 (Asset Sale) or Section 4.08 (Change of
Control) of the Indenture, check the box: 
 Asset
Sale  ☐            Change of Control  ☐ 
 If
you want to elect to have only part of this Note purchased by the Issuer pursuant to Section 4.06 (Asset Sale) or Section 4.08 (Change of Control) of the Indenture, state the amount ($2,000 or any integral multiple of $1,000 in excess
thereof): 
 $          
  

					
	Date:                     	  	Your Signature:	    	  

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

  

					
	Signature Guarantee:	  	  
 Signature must be guaranteed by a
participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Trustee
	  	


  
 A-17 








 EXHIBIT B 

[FORM OF TRANSFEREE LETTER OF REPRESENTATION] 

TRANSFEREE LETTER OF REPRESENTATION 

[AEGIS MERGER SUB, INC.] 
 c/o Wilmington Trust, National
Association 
 Global Capital Markets 
 50 South Sixth Street,
Suite 1290 
 Minneapolis, MN 55402 
 Ladies and Gentlemen:

 This certificate is delivered to request a transfer of $[        ] principal amount of the 10.25%
Senior Notes due 2023 (the “Notes”) of [AEGIS MERGER SUB, INC.] (collectively with its successors and assigns, the “Issuer”). 

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

Name:
                                        

 Address:
                                        

 Taxpayer ID Number:
                                        

 The undersigned represents and warrants to you that: 

1. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act of 1933, as amended (the “Securities Act”)), purchasing for our own account or for the account of such an institutional “accredited investor” at least $100,000 principal amount of the Notes, and we
are acquiring the Notes not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act. We have such knowledge and experience in financial and business matters as to be capable of evaluating the
merits and risks of our investment in the Notes, and we invest in or purchase securities similar to the Notes in the normal course of our business. We, and any accounts for which we are acting, are each able to bear the economic risk of our or its
investment. 
 2. We understand that the Notes have not been registered under the Securities Act and, unless so registered, may not be sold
except as permitted in the following sentence. We agree on our own behalf and on behalf of any investor account for which we are purchasing Notes to offer, sell or otherwise transfer such Notes prior to the date that is two years after the later of
the date of original issue and the last date on which either of the Issuer or any affiliate of the Issuer was the owner of such Notes (or any predecessor thereto) (the “Resale Restriction Termination Date”) only (a) in the
United States to a Person whom we reasonably believe is a qualified institutional buyer (as defined in rule 144A under the Securities Act) in a transaction meeting the requirements of Rule 144A, (b) outside the United States in an offshore
transaction in accordance with Rule 904 of Regulation S under the Securities Act, (c) pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if applicable) or (d) pursuant to an effective
registration statement under the Securities Act, in each of cases (a) through (d) in accordance with any applicable securities laws of any state of the United States. In addition, we will, and each subsequent holder is required to, notify
any purchaser of the Note evidenced hereby of the resale restrictions set forth above. The foregoing restrictions on resale will not apply subsequent to the 

  
 B-1 








 
Resale Restriction Termination Date. If any resale or other transfer of the Notes is proposed to be made to an institutional “accredited investor” prior to the Resale Restriction
Termination Date, the transferor shall deliver a letter from the transferee substantially in the form of this letter to the Issuer and the Trustee, which shall provide, among other things, that the transferee is an institutional “accredited
investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act and that it is acquiring such Notes for investment purposes and not for distribution in violation of the Securities Act. Each purchaser
acknowledges that the Issuer and the Trustee reserve the right prior to the offer, sale or other transfer prior to the Resale Restriction Termination Date of the Notes pursuant to clause 1(b), 1(c) or 1(d) above to require the delivery of an opinion
of counsel, certifications or other information satisfactory to the Issuer and the Trustee. 
 Dated:
                     
  

			
	 TRANSFEREE:
                                         
               ,
  

	By:	 	  

		 	



  
 B-2 








 EXHIBIT C 

[FORM OF SUPPLEMENTAL INDENTURE] 

SUPPLEMENTAL INDENTURE 

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of
[                    ], among [SUBSIDIARY GUARANTOR] (the “New Subsidiary Guarantor”), a subsidiary of AEGIS MERGER SUB, INC. (or
its successor), a Delaware corporation (the “Issuer”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the “Trustee”). 

W I T N E S S E T H : 
 WHEREAS
the Issuer, certain Subsidiary Guarantors and the Trustee have heretofore executed an indenture, dated as of February 2, 2015 (as amended, supplemented or otherwise modified, the “Indenture”), providing for the issuance of the
Issuer’s 10.25% Senior Notes due 2023 (the “Notes”), initially in the aggregate principal amount of $250,000,000; 

WHEREAS Section 4.11 and Section 12.07 of the Indenture provide that under certain circumstances the Issuer is required to cause the
New Subsidiary Guarantor to execute and deliver to the Trustee a supplemental indenture pursuant to which the New Subsidiary Guarantor shall unconditionally guarantee all the Issuer’s Obligations under the Notes and the Indenture pursuant to a
Subsidiary Guarantee on the terms and conditions set forth herein; and 
 WHEREAS pursuant to Section 9.01 of the Indenture, the
Trustee and the Issuer are 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 New Subsidiary Guarantor, the Issuer and the Trustee mutually covenant and agree for the equal and ratable benefit of holders of Notes as
follows: 
 1. Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital
hereto are used herein as therein defined, except that the term “holders” in this Supplemental Indenture shall refer to the term “holders” as defined in the Indenture and the Trustee acting on behalf of and for the
benefit of such holders. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to
any particular Section hereof. 
 2. Agreement to Guarantee. The New Subsidiary Guarantor hereby agrees, jointly and severally with
all existing Subsidiary Guarantors (if any), to unconditionally guarantee the Issuer’s Obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in Article XII of the Indenture and to be bound by all
other applicable provisions of the Indenture and the Notes and to perform all of the obligations and agreements of a Subsidiary Guarantor under the Indenture. 

3. Notices. All notices or other communications to the New Subsidiary Guarantor shall be given as provided in Section 13.01 of the
Indenture. 
 4. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the
Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of
Notes heretofore or hereafter authenticated and delivered shall be bound hereby. 

  
 C-1 








 5. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. 
 6.
Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture. 

7. 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. 
 8. Effect of Headings. The Section headings herein are for convenience only and
shall not affect the construction thereof. 
 [Remainder of page intentionally left blank.] 

  
 C-2 








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

			
	[AEGIS MERGER SUB, INC.]
		
	By:	 	  

		 	Name:
		 	Title:
	
	[NEW SUBSIDIARY GUARANTOR], as a Subsidiary Guarantor
		
	By:	 	  

		 	Name:
[                                         
]
		 	Title:
  [                                       
  ]
	
	WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Trustee
		
	By:	 	  

		 	Name:
[                                         
]
		 	Title:
  [                                       
  ]



  
 C-3