Senior Subordinated Indenture, dated as of September 24, 2008



 Exhibit 4.2 
  
  
  
 SENIOR SUBORDINATED INDENTURE 
 Dated as of
September 24, 2008 
 Among 
 FIRST DATA CORPORATION 
 THE GUARANTORS NAMED HEREIN 
 and 
 WELLS FARGO BANK, NATIONAL ASSOCIATION, 
 as Trustee 
 SENIOR SUBORDINATED NOTES DUE 2016 
  
  
  







 CROSS-REFERENCE TABLE* 
  

			
	 Trust Indenture Act Section
	  	Indenture Section
	 310 (a)(1)
	  	7.10
	        (a)(2)
	  	7.10
	        (a)(3)
	  	N.A.
	        (a)(4)
	  	N.A.
	        (a)(5)
	  	7.10
	        (b)
	  	7.10
	        (c)
	  	N.A.
	 311 (a)
	  	7.11
	        (b)
	  	7.11
	        (c)
	  	N.A.
	 312 (a)
	  	2.05
	        (b)
	  	14.03
	        (c)
	  	14.03
	 313 (a)
	  	7.06
	        (b)(1)
	  	N.A.
	        (b)(2)
	  	7.06; 7.07
	        (c)
	  	7.06; 14.02
	        (d)
	  	7.06; 14.02
	 314 (a)
	  	4.03; 14.02; 14.05
	        (b)
	  	N.A.
	        (c)(1)
	  	14.04
	        (c)(2)
	  	14.04
	        (c)(3)
	  	N.A.
	        (d)
	  	N.A.
	        (e)
	  	14.05
	        (f)
	  	N.A.
	 315 (a)
	  	7.01
	        (b)
	  	7.05; 14.02.
	        (c)
	  	7.01
	        (d)
	  	7.01
	        (e)
	  	6.14
	 316 (a)(last sentence)
	  	2.09
	        (a)(1)(A)
	  	6.05
	        (a)(1)(B)
	  	6.04
	        (a)(2)
	  	N.A.
	        (b)
	  	6.07
	        (c)
	  	2.12; 9.04
	 317 (a)(1)
	  	6.08
	        (a)(2)
	  	6.12
	        (b)
	  	2.04
	 318 (a)
	  	14.01
	        (b)
	  	N.A.
	        (c)
	  	14.01

 N.A. means not applicable. 
  

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








 TABLE OF CONTENTS 
  

					
	 	  	 	  	Page
		  	ARTICLE 1	  	
			
		  	DEFINITIONS AND INCORPORATION BY REFERENCE	  	
			
	 Section 1.01
	  	Definitions	  	1
	 Section 1.02
	  	Other Definitions	  	36
	 Section 1.03
	  	Incorporation by Reference of Trust Indenture Act	  	37
	 Section 1.04
	  	Rules of Construction.	  	38
	 Section 1.05
	  	Acts of Holders	  	38
			
		  	ARTICLE 2	  	
			
		  	THE SENIOR SUBORDINATED NOTES	  	
			
	 Section 2.01
	  	Form and Dating; Terms	  	40
	 Section 2.02
	  	Execution and Authentication	  	42
	 Section 2.03
	  	Registrar, Paying Agent and Calculation Agent	  	42
	 Section 2.04
	  	Paying Agent to Hold Money in Trust	  	43
	 Section 2.05
	  	Holder Lists	  	43
	 Section 2.06
	  	Transfer and Exchange	  	43
	 Section 2.07
	  	Replacement Notes	  	55
	 Section 2.08
	  	Outstanding Notes	  	55
	 Section 2.09
	  	Treasury Notes	  	55
	 Section 2.10
	  	Temporary Notes	  	56
	 Section 2.11
	  	Cancellation	  	56
	 Section 2.12
	  	Defaulted Cash Interest	  	56
	 Section 2.13
	  	CUSIP and ISIN Numbers	  	57
			
		  	ARTICLE 3	  	
			
		  	REDEMPTION	  	
			
	 Section 3.01
	  	Notices to Trustee	  	57
	 Section 3.02
	  	Selection of Senior Subordinated Notes to Be Redeemed or Purchased	  	57
	 Section 3.03
	  	Notice of Redemption	  	58
	 Section 3.04
	  	Effect of Notice of Redemption	  	59
	 Section 3.05
	  	Deposit of Redemption or Purchase Price	  	59
	 Section 3.06
	  	Senior Subordinated Notes Redeemed or Purchased in Part	  	59
	 Section 3.07
	  	Optional Redemption	  	60
	 Section 3.08
	  	Mandatory Redemption	  	61
	 Section 3.09
	  	Asset Sales	  	61

  

 -i- 









					
	 	  	 	  	Page
		  	ARTICLE 4	  	
			
		  	COVENANTS	  	
			
	 Section 4.01
	  	Payment of Senior Subordinated Notes	  	63
	 Section 4.02
	  	Maintenance of Office or Agency	  	63
	 Section 4.03
	  	Reports and Other Information	  	64
	 Section 4.04
	  	Compliance Certificate	  	65
	 Section 4.05
	  	Taxes	  	65
	 Section 4.06
	  	Stay, Extension and Usury Laws	  	66
	 Section 4.07
	  	Limitation on Restricted Payments	  	66
	 Section 4.08
	  	Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries	  	73
	 Section 4.09
	  	Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock	  	74
	 Section 4.10
	  	Asset Sales	  	80
	 Section 4.11
	  	Transactions with Affiliates	  	82
	 Section 4.12
	  	Liens	  	85
	 Section 4.13
	  	Corporate Existence	  	85
	 Section 4.14
	  	Offer to Repurchase upon Change of Control	  	85
	 Section 4.15
	  	Limitation on Guarantees of Indebtedness by Restricted Subsidiaries	  	87
	 Section 4.16
	  	Limitations on Layering	  	88
			
		  	ARTICLE 5	  	
			
		  	SUCCESSORS	  	
			
	 Section 5.01
	  	Merger, Consolidation or Sale of All or Substantially All Assets	  	88
	 Section 5.02
	  	Successor Corporation Substituted	  	90
			
		  	ARTICLE 6	  	
			
		  	DEFAULTS AND REMEDIES	  	
			
	 Section 6.01
	  	Events of Default	  	90
	 Section 6.02
	  	Acceleration	  	93
	 Section 6.03
	  	Other Remedies	  	93
	 Section 6.04
	  	Waiver of Past Defaults	  	93
	 Section 6.05
	  	Control by Majority	  	94
	 Section 6.06
	  	Limitation on Suits	  	94
	 Section 6.07
	  	Rights of Holders of Senior Subordinated Notes to Receive Payment	  	94
	 Section 6.08
	  	Collection Suit by Trustee	  	94
	 Section 6.09
	  	Restoration of Rights and Remedies	  	95
	 Section 6.10
	  	Rights and Remedies Cumulative	  	95
	 Section 6.11
	  	Delay or Omission Not Waiver	  	95
	 Section 6.12
	  	Trustee May File Proofs of Claim	  	95
	 Section 6.13
	  	Priorities	  	96
	 Section 6.14
	  	Undertaking for Costs	  	96

  

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	 	  	 	  	Page
		  	ARTICLE 7	  	
			
		  	TRUSTEE	  	
			
	 Section 7.01
	  	Duties of Trustee	  	96
	 Section 7.02
	  	Rights of Trustee	  	97
	 Section 7.03
	  	Individual Rights of Trustee	  	98
	 Section 7.04
	  	Trustee’s Disclaimer	  	98
	 Section 7.05
	  	Notice of Defaults	  	99
	 Section 7.06
	  	Reports by Trustee to Holders of the Senior Subordinated Notes	  	99
	 Section 7.07
	  	Compensation and Indemnity	  	99
	 Section 7.08
	  	Replacement of Trustee	  	100
	 Section 7.09
	  	Successor Trustee by Merger, etc.	  	101
	 Section 7.10
	  	Eligibility; Disqualification	  	101
	 Section 7.11
	  	Preferential Collection of Claims Against Issuer	  	101
			
		  	ARTICLE 8	  	
			
		  	LEGAL DEFEASANCE AND COVENANT DEFEASANCE	  	
			
	 Section 8.01
	  	Option to Effect Legal Defeasance or Covenant Defeasance	  	101
	 Section 8.02
	  	Legal Defeasance and Discharge	  	102
	 Section 8.03
	  	Covenant Defeasance	  	102
	 Section 8.04
	  	Conditions to Legal or Covenant Defeasance	  	103
	 Section 8.05
	  	Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions	  	104
	 Section 8.06
	  	Repayment to Issuer	  	105
	 Section 8.07
	  	Reinstatement	  	105
			
		  	ARTICLE 9	  	
			
		  	AMENDMENT, SUPPLEMENT AND WAIVER	  	
			
	 Section 9.01
	  	Without Consent of Holders of Senior Subordinated Notes	  	105
	 Section 9.02
	  	With Consent of Holders of Senior Subordinated Notes	  	106
	 Section 9.03
	  	Compliance with Trust Indenture Act	  	108
	 Section 9.04
	  	Revocation and Effect of Consents	  	108
	 Section 9.05
	  	Notation on or Exchange of Senior Subordinated Notes	  	109
	 Section 9.06
	  	Trustee to Sign Amendments, etc.	  	109
	 Section 9.07
	  	Payment for Consent	  	109
			
		  	ARTICLE 10	  	
			
		  	GUARANTEES	  	
			
	 Section 10.01
	  	Guarantee	  	109
	 Section 10.02
	  	Limitation on Guarantor Liability	  	111
	 Section 10.03
	  	Execution and Delivery	  	111
	 Section 10.04
	  	Subrogation	  	112
	 Section 10.05
	  	Benefits Acknowledged	  	112
	 Section 10.06
	  	Release of Guarantees	  	112

  

 -iii- 









					
	 	  	 	  	Page
		  	ARTICLE 11	  	
			
		  	SATISFACTION AND DISCHARGE	  	
			
	 Section 11.01
	  	Satisfaction and Discharge	  	113
	 Section 11.02
	  	Application of Trust Money	  	114
			
		  	ARTICLE 12	  	
			
		  	SUBORDINATION OF NOTES	  	
			
	 Section 12.01
	  	Agreement To Subordinate	  	114
	 Section 12.02
	  	Liquidation, Dissolution or Bankruptcy	  	114
	 Section 12.03
	  	Default on Senior Indebtedness of the Issuer	  	115
	 Section 12.04
	  	Acceleration of Payment of Senior Subordinated Notes	  	116
	 Section 12.05
	  	When Distribution Must Be Paid Over	  	116
	 Section 12.06
	  	Subrogation	  	116
	 Section 12.07
	  	Relative Rights	  	116
	 Section 12.08
	  	Subordination May Not Be Impaired by Issuer	  	117
	 Section 12.09
	  	Rights of Trustee and Paying Agent	  	117
	 Section 12.10
	  	Distribution or Notice to Representative	  	117
	 Section 12.11
	  	Article 12 Not To Prevent Events of Default or Limit Right To Accelerate	  	117
	 Section 12.12
	  	Trust Moneys Not Subordinated	  	118
	 Section 12.13
	  	Trustee Entitled To Rely	  	118
	 Section 12.14
	  	Trustee To Effectuate Subordination	  	118
	 Section 12.15
	  	Trustee Not Fiduciary for Holders of Senior Indebtedness of the Issuer	  	118
	 Section 12.16
	  	Reliance by Holders of Senior Indebtedness of the Issuer on Subordination Provisions	  	119
			
		  	ARTICLE 13	  	
			
		  	SUBORDINATION OF GUARANTEES	  	
			
	 Section 13.01
	  	Agreement To Subordinate	  	119
	 Section 13.02
	  	Liquidation, Dissolution or Bankruptcy	  	119
	 Section 13.03
	  	Default on Senior Indebtedness of a Guarantor	  	120
	 Section 13.04
	  	Demand for Payment	  	121
	 Section 13.05
	  	When Distribution Must Be Paid Over	  	121
	 Section 13.06
	  	Subrogation	  	121
	 Section 13.07
	  	Relative Rights	  	121
	 Section 13.08
	  	Subordination May Not Be Impaired by a Guarantor	  	122
	 Section 13.09
	  	Rights of Trustee and Paying Agent	  	122
	 Section 13.10
	  	Distribution or Notice to Representative	  	122
	 Section 13.11
	  	Article 13 Not To Prevent Events of Default or Limit Right To Demand Payment	  	122
	 Section 13.12
	  	Trust Moneys Not Subordinated	  	123
	 Section 13.13
	  	Trustee Entitled To Rely	  	123
	 Section 13.14
	  	Trustee To Effectuate Subordination	  	123
	 Section 13.15
	  	Trustee Not Fiduciary for Holders of Senior Indebtedness of Guarantors	  	123
	 Section 13.16
	  	Reliance by Holders of Senior Indebtedness of a Guarantor on Subordination Provisions	  	124

  

 -iv- 









					
	 	  	 	  	Page
		  	ARTICLE 14	  	
			
		  	MISCELLANEOUS	  	
			
	 Section 14.01
	  	Trust Indenture Act Controls	  	124
	 Section 14.02
	  	Notices	  	124
	 Section 14.03
	  	Communication by Holders of Senior Subordinated Notes with Other Holders of Senior Subordinated Notes	  	126
	 Section 14.04
	  	Certificate and Opinion as to Conditions Precedent	  	126
	 Section 14.05
	  	Statements Required in Certificate or Opinion	  	126
	 Section 14.06
	  	Rules by Trustee and Agents	  	126
	 Section 14.07
	  	No Personal Liability of Directors, Officers, Employees and Stockholders	  	127
	 Section 14.08
	  	Governing Law	  	127
	 Section 14.09
	  	Waiver of Jury Trial	  	127
	 Section 14.10
	  	Force Majeure	  	127
	 Section 14.11
	  	No Adverse Interpretation of Other Agreements	  	127
	 Section 14.12
	  	Successors	  	127
	 Section 14.13
	  	Severability	  	127
	 Section 14.14
	  	Counterpart Originals	  	128
	 Section 14.15
	  	Table of Contents, Headings, etc.	  	128
	 Section 14.16
	  	Qualification of Indenture	  	128
			
	EXHIBITS	  		  	
			
	Exhibit A-1	  	Form of Senior Subordinated Note - Floating Rate	  	
	 Exhibit A-2
	  	Form of Senior Subordinated - Fixed Rate	  	
	 Exhibit B
	  	Form of Certificate of Transfer	  	
	 Exhibit C
	  	Form of Certificate of Exchange	  	
	 Exhibit D
	  	Form of Supplemental Indenture to Be Delivered by Subsequent Guarantors	  	
	 Exhibit E
	  	Form of Exchange Notice for Senior Subordinated Loans	  	

  

 -v- 








 SENIOR SUBORDINATED INDENTURE, dated as of September 24, 2008, among First Data Corporation, a
Delaware corporation (the “Issuer”), the Guarantors (as defined herein) listed on the signature pages hereto and Wells Fargo Bank, National Association, a national banking association organized under the laws of the United States of
America, as Trustee. 
 W I T N E S S E T H 
 WHEREAS, the Issuer has duly authorized the creation of an issue of Senior Subordinated Notes due 2016 (the “Initial Senior Subordinated
Notes”) to be issued in exchange for Senior Subordinated Term Loans on or after the Interim Loan Conversion Date; and 
 WHEREAS,
the Issuer and each of the Guarantors has duly authorized the execution and delivery of this Indenture. 
 NOW, THEREFORE, the Issuer, the
Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the Senior Subordinated Notes. 
 ARTICLE 1 
 DEFINITIONS AND INCORPORATION BY REFERENCE 
 Section 1.01 Definitions. 
 “144A Global
Note” means a Global Note substantially in the form of Exhibit A-1 or Exhibit A-2 hereto, as the case may be, bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered
in the name of, the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Senior Subordinated Notes sold in reliance on Rule 144A. 
 “9-7/8% Indenture” means the Indenture, dated as of October 24, 2007 among the Issuer, the guarantors named therein and Wells Fargo
Bank, National Association, as trustee governing the Issuer’s 9-7/8% Notes. 
 “9-7/8% Notes” means the Issuer’s
$2,200,000,000 in aggregate principal amount of 9-7/8% senior notes due 2015. 
 “Acquired Indebtedness” means, with respect
to any specified Person, 
 (1) Indebtedness of any other Person existing at the time such other Person is merged with or into
or became a Restricted Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging with or into or becoming a Restricted Subsidiary of such specified Person, and

 (2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person. 
 “Additional Interest” means all additional interest then owing pursuant to the Registration Rights Agreement. 







 “Additional Senior Subordinated Notes” means additional Senior Subordinated Notes (other
than Initial Senior Subordinated Notes and Exchange Notes issued in exchange for such Initial Senior Subordinated Notes) issued from time to time under this Indenture in accordance with Sections 2.01(d), 2.02 and 4.09 hereof, as part of the same
series as the Initial Senior Subordinated Notes. 
 “Administrative Agent” means Citibank N.A., as administrative agent
under the Senior Subordinated Interim Debt Agreement, until a successor replaces it in accordance with the terms of the Senior Subordinated Interim Debt Agreement and, thereafter, means such successor. 
 “Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or
indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under
common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of
voting securities, by agreement or otherwise. 
 “Agent” means any Registrar, Calculation Agent or Paying Agent. 

“Agent’s Message” means a message transmitted by DTC to, and received by, the exchange agent and forming a part of the
Book-Entry Confirmation, which states that DTC has received an express acknowledgment from each participant in DTC tendering the Notes that such participants have received the Letter of Transmittal and agree to be bound by the terms of the Letter of
Transmittal and the Issuer may enforce such agreement against such participants. 
 “Applicable Margin” means
11.250% per annum. 
 “Applicable Premium” means, with respect to any Senior Subordinated Note on any Redemption Date,
the greater of: 
 (1) 1.0% of the principal amount of such Senior Subordinated Note; and 
 (2) the excess, if any, of (a) the present value at such Redemption Date of (i) the redemption price of such Senior Subordinated
Note at September 30, 2011 (such redemption price being set forth in the definition of “Specified Premium”), plus (ii) all required interest payments due on such Senior Subordinated Note through September 30, 2011
(excluding accrued but unpaid interest to the Redemption Date), computed using a discount rate equal to the Treasury Rate as of such Redemption Date plus 50 basis points; over (b) the principal amount of such Senior Subordinated Note.

 “Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global
Note, the rules and procedures of the Depositary, Euroclear and/or Clearstream that apply to such transfer or exchange. 
 “Applicable Rate” means 11.250% per annum. 
 “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 a Sale and Lease-Back Transaction) of the Issuer or any of its Restricted Subsidiaries (each referred to in this definition as a “disposition”); or 
  

 -2- 








 (2) the issuance or sale of Equity Interests of any Restricted Subsidiary, whether in a
single transaction or a series of related transactions (other than Preferred Stock of Restricted Subsidiaries issued in compliance with Section 4.09 hereof); 
 in each case, other than: 
 (a) any disposition of Cash Equivalents or Investment Grade Securities or obsolete or
worn out equipment in the ordinary course of business or any disposition of inventory or goods (or other assets) no longer used 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 the provisions described
under Section 5.01 hereof or any disposition that constitutes a Change of Control pursuant to this Indenture; 
 (c) the
making of any Restricted Payment or Permitted Investment that is permitted to be made, and is made, under Section 4.07 hereof; 
 (d) any disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary in any transaction or series of related transactions with an aggregate fair market value of less than $50.0 million; 
 (e) any disposition of property or assets or issuance of securities by a Restricted Subsidiary of the Issuer to the Issuer or by the
Issuer or a Restricted Subsidiary of the Issuer to another Restricted Subsidiary of the Issuer; 
 (f) to the extent allowable
under Section 1031 of the Code or any comparable or successor provision, any exchange of like property (excluding any boot thereon) for use in a Similar Business; 
 (g) the lease, assignment or sublease of any real or personal property in the ordinary course of business; 
 (h) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary; 
 (i) foreclosures, condemnation or any similar action on assets or the granting of Liens not prohibited by this Indenture; 
 (j) sales of accounts receivable, or participations therein, in connection with any Receivables Facility; 
 (k) the sale or discount of inventory, accounts receivable or notes receivable in the ordinary course of business or the conversion of
accounts receivable to notes receivable; 
 (l) any financing transaction with respect to property built or acquired by the
Issuer or any Restricted Subsidiary after the Issue Date, including Sale and Lease-Back Transactions and asset securitizations permitted by this Indenture; 
  

 -3- 








 (m) dispositions in the ordinary course of business, including disposition in connection
with any Settlement and dispositions of Settlement Assets and Merchant Agreements; 
 (n) sales, transfers and other
dispositions of Investments in joint ventures and Merchant Acquisition and Processing Alliances to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements
and similar binding arrangements; 
 (o) sales, transfers and other dispositions of Investments in Merchant Acquisition and
Processing Alliances (regardless of the form of legal entity) relating to any equity reallocation in connection with an asset or equity contribution; and 
 (p) any issuance or sale of Equity Interests of any Restricted Subsidiary to any Person operating in a Similar Business for which such Restricted Subsidiary provides shared purchasing, billing, collection or similar
services in the ordinary course of business. 
 “Bankruptcy Code” means Title 11 of the United States Code, as amended.

 “Bankruptcy Law” means the Bankruptcy Code and any similar federal, state or foreign law for the relief of debtors.

 “Bridge Facilities” means the Senior Interim Debt Agreement and the Senior Subordinated Interim Debt Agreement.

 “Broker-Dealer” has the meaning set forth in the Registration Rights Agreement. 
 “Business Day” means each day which is not a Legal Holiday. 
 “Capital Stock” means: 
 (1) in the case of a corporation, corporate stock; 
 (2) in the case of an association or
business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; 
 (3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and 
 (4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person. 
 “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. 
 “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 purchased software or internally developed software and software enhancements that, in conformity with GAAP, are or are required to be reflected as capitalized
costs on the consolidated balance sheet of a Person and its Restricted Subsidiaries. 
  

 -4- 








 “Cash Equivalents” means: 
 (1) United States dollars; 
 (2) euros or any national currency of any participating member state of the EMU or such local currencies held by the Issuer and its Restricted Subsidiaries from time to time in the ordinary course of business;

 (3) securities issued or directly and fully and unconditionally guaranteed or insured by the U.S. government (or any agency
or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of the U.S. government) with maturities of 24 months or less from the date of acquisition; 
 (4) certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition,
bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having capital and surplus of not less than $500.0 million in the case of U.S. banks and $100.0 million (or the
U.S. dollar equivalent as of the date of determination) in the case of non-U.S. banks; 
 (5) repurchase obligations for
underlying securities of the types described in clauses (3) and (4) entered into with any financial institution meeting the qualifications specified in clause (4) above; 
 (6) commercial paper rated at least P-1 by Moody’s or at least A-1 by S&P and in each case maturing within 24 months after the
date of creation thereof; 
 (7) marketable short-term money market and similar securities having a rating of at least P-2 or
A-2 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency), and in each case maturing within 24 months after the
date of creation thereof; 
 (8) readily marketable direct obligations issued by any state, commonwealth or territory of the
United States or any political subdivision or taxing authority thereof having an Investment Grade Rating from either Moody’s or S&P with maturities of 24 months or less from the date of acquisition; 
 (9) Indebtedness or Preferred Stock issued by Persons with a rating of A or higher from S&P or A2 or higher from Moody’s with
maturities of 24 months or less from the date of acquisition; 
 (10) Investments with average maturities of 24 months or
less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s; and 
 (11) investment funds investing 95% of their assets in securities of the types described in clauses (1) through (10) above.

 Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in
clauses (1) and (2) above; provided that such amounts are converted into any currency listed in clauses (1) and (2) as promptly as practicable and in any event within ten Business Days following the receipt of such
amounts. 
  

 -5- 








 “Change of Control” means the occurrence of any of the following: 
 (1) the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of the Issuer and
its Subsidiaries, taken as a whole, to any Person other than a Permitted Holder; 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 or any successor provision), other than the
Permitted Holders, in a single transaction or in a series of related transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any
successor provision) of 50% or more of the total voting power of the Voting Stock of the Issuer or any of its direct or indirect parent companies holding directly or indirectly 100% of the total voting power of the Voting Stock of the Issuer.

 “Clearstream” means Clearstream Banking, Société Anonyme. 
 “Code” means the Internal Revenue Code of 1986, as amended, or any successor thereto. 
 “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 deferred financing fees, debt issuance costs, commissions, fees and expenses and Capitalized Software Expenditures, customer acquisition costs and incentive payments, conversion costs, contract
acquisition costs, and amortization of unrecognized prior service costs and actuarial gains and losses related to pension 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, without duplication, the sum of: 
 (1) consolidated interest expense of such Person and its Restricted Subsidiaries
for such period, to the extent such expense was deducted (and not added back) in computing Consolidated Net Income (including (a) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (b) all
commissions, discounts and other fees and charges owed with respect to letters of credit or bankers’ acceptances, (c) non-cash interest expense (but excluding any non-cash interest expense attributable to the movement in the mark to market
valuation of Hedging Obligations or other derivative instruments pursuant to GAAP), (d) the interest component of Capitalized Lease Obligations, and (e) net payments, if any, pursuant to interest rate Hedging Obligations with respect to
Indebtedness, and excluding (t) penalties and interest relating to taxes, (u) accretion or accrual of discounted liabilities not constituting Indebtedness, (v) any expense resulting from the discounting of obligations in connection
with the application of recapitalization accounting or purchase accounting, (w) any Additional Interest and any comparable “additional interest” with respect to the 9-7/8% Notes, the Senior Notes, the Senior Subordinated Notes, the


  

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Senior Interim Debt, the Senior Subordinated Interim Debt or other securities, (x) amortization of deferred financing fees, debt issuance costs,
commissions, fees and expenses, (y) any expensing of bridge, commitment and other financing fees and (z) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Receivables Facility); plus

 (2) consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or
accrued; less 
 (3) 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 such
Person to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. 
 “Consolidated Leverage
Ratio,” with respect to any Person as of any date of determination, means the ratio of (x) Consolidated Total Indebtedness of such Person, less the aggregate amount of cash and Cash Equivalents held (free and clear of all Liens, other
than Liens permitted under Section 4.12 hereof, other than clause (20) of the definition of “Permitted Liens” herein) by (A) the Issuer and its Restricted Subsidiaries (other than settlement assets as shown on the
balance sheet of such Person) and (B) any Joint Venture (other than settlement assets as shown on the balance sheet of such Person) in an amount corresponding to the Issuer’s or any Restricted Subsidiary’s, as applicable,
proportionate share thereof, based on its ownership of such Joint Venture’s voting stock, computed as of the end of the most recent fiscal quarter for which internal financial statements are available immediately preceding the date on which
such event for which such calculation is being made shall occur to (y) the aggregate amount of EBITDA of such Person for the period of the most recently ended four full consecutive fiscal quarters for which internal financial statements are
available immediately preceding the date on which such event for which such calculation is being made shall occur, in each case with such pro forma adjustments to Consolidated Total Indebtedness and EBITDA as are appropriate and consistent
with the pro forma adjustment provisions set forth in the definition of “Fixed Charge Coverage Ratio.” 
 “Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the Net Income of such Person for such period, on a consolidated basis, and otherwise determined in accordance with GAAP;
provided, however, that, without duplication, 
 (1) any after-tax effect of extraordinary, non-recurring or
unusual gains or losses (less all fees and expenses relating thereto) or expenses (including relating to the Transactions, the offering of the 9-7/8% Notes, the offering of the Senior Notes and the offering of the Senior Subordinated Notes to the
extent incurred on or prior to September 30, 2008 and litigation and regulatory settlements), severance, relocation costs, consolidation and closing costs, integration and facilities opening costs, spin-off costs, business optimization costs
and expenses (including data center consolidation initiatives and other costs relating to initiatives aimed at profitability improvements), transition costs, restructuring costs, charges or reserves, signing, retention or completion bonuses, and
curtailments or modifications to pension and post-retirement employee benefit plans shall be excluded, 
 (2) the cumulative
effect of a change in accounting principles during such period shall be excluded, 
  

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 (3) any after-tax effect of income (loss) from disposed, abandoned or discontinued
operations and any net after-tax gains or losses on disposal of disposed, abandoned, transferred, closed or discontinued operations shall be excluded, 
 (4) any after-tax effect of gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions or abandonments other than in the ordinary course of business, as determined in good faith
by the Issuer, shall be excluded, 
 (5) the Net Income for such period of any Person that is an Unrestricted Subsidiary shall
be excluded, and, solely for the purpose of determining the amount available for Restricted Payments under Section 4.07(a)(3)(a) hereof, the Net Income for such period of any Person that is not a Subsidiary or that is accounted for by the
equity method of accounting shall be excluded; provided that Consolidated Net Income of the Issuer shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted
into cash) to the referent Person or a Restricted Subsidiary thereof in respect of such period, 
 (6) solely for the purpose
of determining the amount available for Restricted Payments under Section 4.07(a)(3)(a) hereof, the Net Income for such period of any Restricted Subsidiary (other than any Guarantor) shall be excluded to the extent that the declaration or
payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not at the date of determination wholly permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, is
otherwise restricted 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 restriction
with respect to the payment of dividends or similar distributions has been legally waived; provided that Consolidated Net Income of the Issuer will be increased by the amount of dividends or other distributions or other payments actually paid
in cash (or to the extent converted into cash) or Cash Equivalents to the Issuer or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein, 
 (7) effects of adjustments (including the effects of such adjustments pushed down to the Issuer and its Restricted Subsidiaries) in such
Person’s consolidated financial statements pursuant to GAAP resulting from the application of recapitalization accounting or purchase accounting in relation to the Transactions, the offering of the 9-7/8% Notes, the offering of the Senior Notes
or the offering of the Senior Subordinated Notes or any consummated acquisition or the amortization or write-off of any amounts thereof, net of taxes, shall be excluded, 
 (8) any effect of income (loss) from the early extinguishment of Indebtedness shall be excluded, 
 (9) the mark-to-market effects on Net Income during the period of any derivatives or similar financial instruments, including the
ineffective portion of Hedging Obligations (other than such effects settled in cash), shall be excluded, 
 (10) any
impairment charge or asset write-off or write-down, including, without limitation, impairment charges or asset write-offs related to intangible assets, long-lived assets or investments in debt and equity securities, in each case, pursuant to GAAP
and the amortization of intangibles arising pursuant to GAAP shall be excluded, 
  

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 (11) any non-cash compensation charge or expense, including any such charge arising from
grants of stock appreciation or similar rights, stock options, restricted stock or other rights, and any cash charges associated with the rollover, acceleration or payout of Equity Interests by management of the Issuer or any of its direct or
indirect parent companies in connection with the Transactions, shall be excluded, 
 (12) any fees and expenses incurred
during such period, or any amortization thereof for such period, in connection with any acquisition, Investment, Asset Sale, issuance or repayment of Indebtedness, issuance of Equity Interests, refinancing transaction or amendment or modification of
any debt instrument (in each case, including any such transaction consummated prior to the Issue Date and any such transaction undertaken but not completed) and any charges or non-recurring merger costs incurred during such period as a result of any
such transaction shall be excluded, 
 (13) accruals and reserves that are established or adjusted within twelve months after
the Original Closing Date that are so required to be established as a result of the Transactions in accordance with GAAP, or changes as a result of adoption or modification of accounting policies, shall be excluded, and 
 (14) to the extent covered by insurance and actually reimbursed, or, so long as the Issuer 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 (a) not denied by the applicable carrier in writing within 180 days and (b) in fact reimbursed within 365 days of the
date of such evidence (with a deduction for any amount so added back to the extent not so reimbursed within 365 days), expenses with respect to liability or casualty events or business interruption shall be excluded. 
 Notwithstanding the foregoing, for the purpose of Section 4.07 hereof only (other than Section 4.07(a)(3)(d) hereof), there shall be excluded
from Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by the Issuer and its Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments from the Issuer and its
Restricted Subsidiaries, any repayments of loans and advances which constitute Restricted Investments by the Issuer or any of its Restricted Subsidiaries, any sale of the stock of an Unrestricted Subsidiary or any distribution or dividend from an
Unrestricted Subsidiary, in each case only to the extent such amounts increase the amount of Restricted Payments permitted under Section 4.07(a)(3)(d) hereof. Furthermore, there shall be excluded from Consolidated Net Income any net income
(losses) attributable to Integrated Payment Systems Inc. and Integrated Payment Systems Canada Inc. 
 “Consolidated Total
Indebtedness” means, as at any date of determination, an amount equal to the sum of (1) the aggregate amount of all outstanding Indebtedness of the Issuer and its Restricted Subsidiaries on a consolidated basis consisting of
Indebtedness for borrowed money, Obligations in respect of Capitalized Lease Obligations and debt obligations evidenced by promissory notes and similar instruments (and excluding, for the avoidance of doubt, all obligations relating to Receivables
Facilities) and (2) the aggregate amount of all outstanding Disqualified Stock of the Issuer and all Disqualified Stock and Preferred Stock of its Restricted Subsidiaries on a consolidated basis, with the amount of such Disqualified Stock and
Preferred Stock equal to the greater of their respective voluntary or involuntary liquidation preferences and maximum fixed repurchase prices, in each case determined on a consolidated basis in accordance with GAAP. For purposes hereof, the
“maximum fixed repurchase price” of any Disqualified Stock or 

  

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Preferred Stock that does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock or Preferred Stock as
if such Disqualified Stock or Preferred Stock were purchased on any date on which Consolidated Total Indebtedness shall be required to be determined pursuant to this Indenture, and if such price is based upon, or measured by, the fair market value
of such Disqualified Stock or Preferred Stock, such fair market value shall be determined reasonably and in good faith by the Issuer. 
 “Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”)
of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent, 
 (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 of the Trustee” shall be at the address of the Trustee specified in Section 14.02
hereof or such other address as to which the Trustee may give notice to the Holders and the Issuer. 
 “Credit Facilities”
means, with respect to the Issuer or any of its Restricted Subsidiaries, one or more debt facilities, including the Senior Credit Facility, or other financing arrangements (including, without limitation, commercial paper facilities or indentures)
providing for revolving credit loans, term loans, letters of credit or other long-term indebtedness, including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments,
supplements, modifications, extensions, renewals, restatements or refundings thereof and any indentures or credit facilities or commercial paper facilities that replace, refund or refinance any part of the loans, notes, other credit facilities or
commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount permitted to be borrowed thereunder or alters the maturity thereof (provided that such increase in borrowings is
permitted under Section 4.09 hereof) or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, lender or group of lenders. 
 “Custodian” means the Trustee, as custodian with respect to the Senior Subordinated Notes in global form, or any successor entity
thereto. 
 “Default” means any event that is, or with the passage of time or the giving of notice or both would be, an
Event of Default. 
 “Definitive Note” means a certificated Senior Subordinated Note registered in the name of the Holder
thereof and issued in accordance with Section 2.06(c) hereof, substantially in the form of Exhibit A-1 or Exhibit A-2 hereto, as the case may be, except that such Senior Subordinated Note shall not bear the Global Note Legend and
shall not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto. 
  

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 “Depositary” means, with respect to the Senior Subordinated Notes issuable or issued in
whole or in part in global form, the Person specified in Section 2.03 hereof as the Depositary with respect to the Senior Subordinated Notes, and any and all successors thereto appointed as Depositary hereunder and having become such pursuant
to the applicable provision of this Indenture. 
 “Designated Non-cash Consideration” means the fair market value of
non-cash consideration received by the Issuer or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such
valuation, executed by the principal financial officer of the Issuer, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration. 
 “Designated Preferred Stock” means Preferred Stock of the Issuer or any parent company thereof (in each case other than Disqualified
Stock) that is issued for cash (other than to a Restricted Subsidiary or an employee stock ownership plan or trust established by the Issuer or any of its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an
Officer’s Certificate executed by the principal financial officer of the Issuer or the applicable parent company thereof, as the case may be, on the issuance date thereof, the cash proceeds of which are excluded from the calculation set forth
in clause (3) of Section 4.07(a) hereof. 
 “Designated Senior Indebtedness” means: 
 (1) any Indebtedness outstanding under the Senior Credit Facility; 
 (2) any Indebtedness outstanding under the Senior Interim Debt Agreement, the Senior Indenture and the 9-7/8% Indenture; and 

(3) any other Senior Indebtedness permitted under this Indenture, the principal amount of which is $100.0 million or more and that has
been designated by the Issuer as “Designated Senior Indebtedness.” 
 “Disqualified Stock” means, with respect to
any Person, any Capital Stock of such Person which, by its terms, or by the terms of any security into which it is convertible or for which it is putable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable
(other than solely as a result of a change of control or asset sale) pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than solely as a result of a change of control or asset sale), in
whole or in part, in each case prior to the date 91 days after the earlier of the maturity date of the Senior Subordinated Notes or the date the Senior Subordinated Notes are no longer outstanding; provided, however, that if such
Capital Stock is issued 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 the Issuer or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations. 
  

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 “EBITDA” means, with respect to any Person for any period, the Consolidated Net Income
of such Person for such period 
 (1) increased (without duplication) by: 
 (a) provision for taxes based on income or profits or capital gains, including, without limitation, foreign, federal, state, franchise and
similar taxes (such as the Pennsylvania capital tax) and foreign withholding taxes (including penalties and interest related to such taxes or arising from tax examinations) of such Person paid or accrued during such period deducted (and not added
back) in computing Consolidated Net Income; plus 
 (b) Fixed Charges of such Person for such period (including
(x) net losses on Hedging Obligations or other derivative instruments entered into for the purpose of hedging interest rate risk and (y) costs of surety bonds in connection with financing activities, in each case, to the extent included in
Fixed Charges), together with items excluded from the definition of “Consolidated Interest Expense” pursuant to clauses (1)(t), (u), (v), (w), (x), (y) and (z) of the definition thereof, and, in each such case, to the extent the
same were deducted (and not added back) in calculating such Consolidated Net Income; plus 
 (c) Consolidated
Depreciation and Amortization Expense of such Person for such period to the extent the same was deducted (and not added back) in computing Consolidated Net Income; plus 
 (d) any expenses or charges (other than depreciation or amortization expense) related to any Equity Offering, Permitted Investment,
acquisition, disposition, recapitalization or the incurrence of Indebtedness(and any amendment or modification to any such transaction) 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 offering of the 9-7/8% Notes, the offering of the Senior Notes and the offering of the Senior Subordinated Notes, the Bridge Facilities and any refinancing thereof and the Senior
Credit Facility and (ii) any amendment or other modification of the Senior Subordinated Notes, and, in each case, deducted (and not added back) in computing Consolidated Net Income; plus 
 (e) any other non-cash charges, including any write-offs or write-downs, reducing Consolidated Net Income for such period (provided
that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from EBITDA to such extent, and excluding amortization of
a prepaid cash item that was paid in a prior period); plus 
 (f) the amount of any minority interest expense
consisting of income attributable to minority equity interests of third parties deducted (and not added back) in such period in calculating Consolidated Net Income; plus 
 (g) the amount of management, monitoring, consulting and advisory fees and related expenses paid in such period to the Investors to the
extent otherwise permitted under Section 4.11 hereof; plus 
 (h) the amount of net cost savings and net cash flow
effect of revenue enhancements related to new agreements, or amendments to existing agreements, with customers or joint ventures, projected by the Issuer in good faith to be realized as a result of specified actions taken or to be taken (calculated
on a pro forma basis as though such cost savings and 

  

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revenue enhancements had been realized on the first day of such period), net of the amount of actual benefits realized during such period from such actions;
provided that (x) such cost savings and enhancements are reasonably identifiable and factually supportable, (y) such actions have been taken or are to be taken within 12 months after the date of determination to take such action and
(z) no cost savings or revenue enhancements shall be added pursuant to this clause (h) to the extent duplicative of any expenses or charges relating to such cost savings that are included in clause (e) above with respect to such
period (which adjustments may be incremental to pro forma adjustments made pursuant to the second paragraph of the definition of “Fixed Charge Coverage Ratio”); plus 
 (i) the amount of loss on sales of receivables and related assets to the Receivables Subsidiary in connection with a Receivables Facility;
plus 
 (j) any costs or expense incurred by the Issuer or a Restricted Subsidiary pursuant to any management equity
plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of 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 set forth in clause (3) of Section 4.07(a)
hereof; plus 
 (k) an amount equal to the Issuer’s and its Restricted Subsidiaries’ proportional share of
the items described in clauses (1)(a) and (b) of this definition relating to each Joint Venture, in each case determined as if such Joint Venture was a Restricted Subsidiary; 
 (2) decreased by (without duplication) non-cash gains increasing Consolidated Net Income of such Person for such period, excluding any
non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced EBITDA in any prior period; and 
 (3) increased or decreased by (without duplication): 
 (a) any net gain or loss resulting in
such period from Hedging Obligations and the application of Statement of Financial Accounting Standards No. 133 and its related pronouncements and interpretations; plus or minus, as applicable, and 
 (b) any net gain or loss resulting in such period from currency translation gains or losses related to currency remeasurements of
Indebtedness (including any net loss or gain resulting from Hedging Obligations for currency exchange risk). 
 “EMU” means
the economic and monetary union as contemplated in the Treaty on European Union. 
 “Equity Interests” means Capital Stock
and all warrants, options or other rights to acquire Capital Stock, but excluding any debt security that is convertible into, or exchangeable for, Capital Stock. 
  

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 “Equity Offering” means any public or private sale of common stock or Preferred Stock of
the Issuer or any of its direct or indirect parent companies (excluding Disqualified Stock), other than: 
 (1) public
offerings with respect to the Issuer’s or any direct or indirect parent company’s common stock registered on Form S-8; 
 (2) issuances to any Subsidiary of the Issuer; and 
 (3) any such public or private sale that constitutes an
Excluded Contribution. 
 “euro” means the single currency of participating member states of the EMU. 
 “Euroclear” means Euroclear Bank S.A./N.V., as operator of the Euroclear system. 
 “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

 “Exchange Date” means, with respect to any Senior Subordinated Notes, the date on which a Lender surrenders Senior
Subordinated Interim Debt in exchange for such Senior Subordinated Notes, and which Senior Subordinated Notes are authenticated by the Trustee, all in accordance with the terms of the Senior Subordinated Interim Debt Agreement, this Indenture and
the applicable Exchange Notice. 
 “Exchange Notes” means any notes issued in exchange for the Senior Subordinated Notes
pursuant to Section 2.06(f) hereof. 
 “Exchange Notice” means the Exchange Notice substantially in the form of
Exhibit E pursuant to which a Lender may notify the Issuer, the Administrative Agent and the Trustee of its election to convert its Senior Subordinated Interim Debt into Senior Subordinated Notes. 
 “Exchange Offer” has the meaning set forth in any Registration Rights Agreement. 
 “Exchange Offer Registration Statement” has the meaning set forth in any Registration Rights Agreement. 
 “Excluded Contribution” means net cash proceeds, marketable securities or Qualified Proceeds received by the Issuer after the Original
Closing Date from: 
 (1) contributions to its common equity capital, and 
 (2) the sale (other than to a Subsidiary of the Issuer or to any management equity plan or stock option plan or any other management or
employee benefit plan or agreement of the Issuer) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of the Issuer, 
 in each
case designated as Excluded Contributions pursuant to an Officer’s Certificate executed by the principal financial officer of the Issuer on the date such capital contributions are made or the date such Equity Interests are sold, as the case may
be, which are excluded from the calculation set forth in clause (3) of Section 4.07(a) hereof. 
  

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 “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 Restricted Subsidiary incurs, assumes, guarantees, redeems, retires or extinguishes any Indebtedness (other than
Indebtedness incurred under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) or issues or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period for
which the Fixed Charge Coverage Ratio is being calculated but prior to or simultaneously with the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Fixed Charge Coverage Ratio Calculation Date”), then
the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement or extinguishment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred
Stock, as if the same had occurred at the beginning of the applicable four-quarter period. 
 For purposes of making the computation referred
to above, Investments, acquisitions, dispositions, mergers, consolidations and disposed operations (as determined in accordance with GAAP) that have been made by the Issuer or any of its Restricted Subsidiaries during the four-quarter reference
period or subsequent to such reference period and on or prior to or simultaneously with the Fixed Charge Coverage Ratio Calculation Date shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions,
mergers, consolidations and disposed operations (and the change in 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 of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, acquisition, disposition, merger,
consolidation or disposed operation that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition,
disposition, merger, consolidation or disposed operation had occurred at the beginning of the applicable four-quarter period. 
 For purposes
of this definition, whenever pro forma effect is to be given to a transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Issuer (and may include, for the avoidance of
doubt, cost savings and operating expense reductions resulting from such Investment, acquisition, merger or consolidation which is being given pro forma effect that have been or are expected to be realized). If any Indebtedness bears a floating rate
of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Fixed Charge Coverage Ratio Calculation Date had been the applicable rate for the entire period (taking
into account any Hedging Obligations applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of 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 except as set forth in the first paragraph of this definition. Interest on Indebtedness that may optionally be determined at an
interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate or other rate shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Issuer
may designate. Any such pro forma calculation may include adjustments appropriate to exclude from EBITDA the results of Integrated Payment Systems Inc. and Integrated Payment Systems Canada Inc. 
 “Fixed Charges” means, with respect to any Person for any period, the sum of: 
 (1) Consolidated Interest Expense of such Person for such period; 
  

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 (2) all cash dividends or other distributions paid (excluding items eliminated in
consolidation) on any series of Preferred Stock of any Restricted Subsidiary during such period; and 
 (3) all cash dividends
or other distributions paid (excluding items eliminated in consolidation) on any series of Disqualified Stock during such period. 
 “Fixed Rate Notes” means any Senior Subordinated Notes bearing interest at a fixed rate. 
 “Floating Rate
Notes” means any Senior Subordinated Notes bearing interest at LIBOR plus the Applicable Margin. 
 “Foreign
Subsidiary” means, with respect to any Person, any Restricted Subsidiary of such Person that is not organized or existing under the laws of the United States, any state thereof or the District of Columbia and any Restricted Subsidiary of
such Foreign Subsidiary. 
 “GAAP” means generally accepted accounting principles in the United States which are in effect
on the Original Closing Date. 
 “Global Note Legend” means the legend set forth in Section 2.06(g)(ii) hereof, which
is required to be placed on all Global Notes issued under this Indenture. 
 “Global Notes” means, individually and
collectively, each of the Restricted Global Notes and the Unrestricted Global Notes, substantially in the form of Exhibit A-1 or Exhibit A-2 hereto, as the case may be, issued in accordance with Section 2.01, 2.06(a), 2.06(b),
2.06(d) or 2.06(f) hereof. 
 “Government Securities” 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 either
case, are not callable or redeemable at the option of the issuers thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government
Securities or a specific payment of principal of or interest on any such Government Securities held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not
authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Securities or the specific payment of principal of or interest on the Government
Securities evidenced by such depository receipt. 
 “guarantee” means a guarantee (other than by endorsement of negotiable
instruments for collection in the ordinary course of business), direct or indirect, in any manner (including letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations. 

“Guarantee” means the guarantee by any Guarantor of the Issuer’s Obligations under this Indenture. 
  

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 “Guarantor” means, each Restricted Subsidiary that Guarantees the Senior Subordinated
Notes in accordance with the terms of this Indenture. 
 “Hedging Obligations” means, with respect to any Person, the
obligations of such Person under any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, commodity swap agreement, commodity cap agreement, commodity collar agreement, foreign exchange contract, currency swap
agreement or similar agreement providing for the transfer or mitigation of interest rate or currency risks either generally or under specific contingencies. 
 “Holdco Indenture” means the indenture dated as of the Original Closing Date entered into between Holdings and The Bank of New York, as trustee, relating to the Holdco Notes. 
 “Holdco Notes” means the $1,000,000,000 aggregate principal amount of 11 1/2% Senior PIK Notes due 2016 issued by Holdings. 
 “Holder” means the Person in whose name a Senior Subordinated Note is registered on the Registrar’s books. 
 “Holdings” shall mean New Omaha Holdings Corporation, a Delaware corporation, and its successors. 
 “Indebtedness” means, with respect to any Person, without duplication: 
 (1) any indebtedness (including principal and premium) 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 balance deferred and unpaid of the purchase price of any property (including Capitalized Lease Obligations), except
(i) any such balance that constitutes an obligation in respect of a commercial letter of credit, a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course of business and (ii) any earn-out
obligations until such obligation, within 60 days of becoming due and payable, has not been paid and becomes a liability on the balance sheet of such Person in accordance with GAAP; or 
 (d) representing any Hedging Obligations; 
 if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person
prepared in accordance with GAAP; 
 (2) to the extent not otherwise included, any obligation by such Person to be liable for,
or to pay, as obligor, guarantor or otherwise on, the obligations of the type referred to in clause (1) of a third Person (whether or not such items would appear upon the balance sheet of the such obligor or guarantor), other than by
endorsement of negotiable instruments for collection in the ordinary course of business; provided that the amount of Indebtedness of any Person for purposes of this clause (2) shall be deemed to be equal to the lesser of (i) the
aggregate unpaid amount of such Indebtedness and (ii) the fair market value of the property encumbered thereby as determined by such Person in good faith; and 
  

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 (3) to the extent not otherwise included, the obligations of the type referred to in
clause (1) of a third Person secured by a Lien on any asset owned by such first Person, whether or not such Indebtedness is assumed by such first Person; 
 provided, however, that notwithstanding the foregoing, Indebtedness shall be deemed not to include (a) Contingent Obligations incurred in the ordinary course of business, (b) obligations under or in respect of
Receivables Facilities or (c) Settlement Indebtedness. 
 “Indenture” means this Senior Subordinated Indenture, as
amended or supplemented from time to time. 
 “Independent Financial Advisor” means an accounting, appraisal, investment
banking firm or consultant to Persons engaged in Similar Businesses of nationally recognized standing that is, in the good faith judgment of the Issuer, qualified to perform the task for which it has been engaged. 
 “Indirect Participant” means a Person who holds a beneficial interest in a Global Note through a Participant. 
 “Initial Issue Date” means the first date on which any Senior Subordinated Notes are issued pursuant to this Indenture. 
 “Initial Senior Subordinated Notes” has the meaning set forth in the recitals hereto. 
 “Interest Payment Date” means (1) with respect to any Fixed Rate Notes, March 31 and September 30 of each year to Stated
Maturity and (2) with respect to any Floating Rate Notes, March 31, June 30, September 30 and December 31 of each year to Stated Maturity. 
 “Interim Loan Conversion Date” shall mean September 24, 2008 or, if such date is not a Business Day, the next succeeding Business
Day. 
 “Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB-
(or the equivalent) by S&P, or an equivalent rating by any other Rating Agency. 
 “Investment Grade Securities” means:

 (1) securities issued or directly and fully guaranteed or insured by the United States government or any agency or
instrumentality thereof (other than Cash Equivalents); 
 (2) debt securities or debt instruments with an Investment Grade
Rating, but excluding any debt securities or instruments constituting loans or advances 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 or distribution; and 
  

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 (4) corresponding instruments in countries other than the United States customarily
utilized for high quality investments. 
 “Investments” means, with respect to any Person, all investments by such Person in
other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit, advances to customers, commissions, travel and similar advances to officers and
employees, in each case made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be
classified on the balance sheet (excluding the footnotes) of the Issuer in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. For purposes of the
definition of “Unrestricted Subsidiary” and Section 4.07 hereof: 
 (1) “Investments” shall include
the portion (proportionate to the Issuer’s equity interest in such Subsidiary) of the fair market value 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 in 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 of the net assets of such
Subsidiary at the time of such redesignation; and 
 (2) any property transferred to or from an Unrestricted Subsidiary shall
be valued at its fair market value at the time of such transfer, in each case fair market value as determined in good faith by the Issuer. 
 “Investors” means Kohlberg Kravis Roberts & Co. L.P., KKR 2006 Fund L.P., Citigroup Global Markets Inc., Credit Suisse Management LLC, Deutsche Bank Investment Partners, Inc., HSBC Bank plc, LB I Group Inc., GMI
Investments, Inc., Citigroup Capital Partners II 2007, Citigroup Investment, L.P., Citigroup Capital Partners II Employee Master Fund, L.P., Citigroup Capital Partners II Onshore, L.P., Citigroup Capital Partners II Cayman Holdings, L.P., CGI CPE
LLC, GS Capital Partners VI Parallel, L.P., GS Capital Partners VI GmbH & Co. KG, GS Capital Partners VI Fund, L.P., GS Capital Partners VI Offshore Fund, L.P., GS Mezzanine Partners 2006 Fund, L.P. and Goldman Sachs Investments Ltd. and
each of their respective Affiliates but not including, however, any portfolio companies of any of the foregoing. 
 “Issue
Date” means, as to any particular Senior Subordinated Note, the date on which such Senior Subordinated Note was issued pursuant to this Indenture. 
 “Issuer” has the meaning set forth in the preamble hereto and its successors; provided that when used in the context of determining the fair market value of an asset or liability under this
Indenture, “Issuer” shall be deemed to mean the board of directors of the Issuer when the fair market value is equal to or in excess of $500.0 million (unless otherwise expressly stated). 
  

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 “Joint Venture” shall mean, at any date of determination, each joint venture accounted
for as an equity method investee of the Issuer or its Restricted Subsidiaries, determined in accordance with GAAP. 
 “Legal
Holiday” means a Saturday, a Sunday or a day on which commercial banking institutions are not required to be open in the State of New York or the State of Minnesota. 
 “Lender” means any Lender as defined in the Senior Subordinated Interim Debt Agreement. 
 “Letter of Transmittal” means the letter of transmittal to be prepared by the Issuer and sent to all Holders of the Senior Subordinated
Notes for use by such Holders in connection with the Exchange Offer. 
 “LIBOR” means, with respect to an interest period
for any Floating Rate Note, the rate determined by the Issuer (notice of such rate to be sent to the Trustee on the date of determination thereof) equal to the applicable British Bankers’ Association LIBOR rate for deposits in U.S. dollars for
a period of three months as reported by any generally recognized financial information service as of 11:00 a.m. (London time) two Business Days prior to the first day of such interest period; provided that if no such British Bankers’
Association LIBOR rate is available to the Issuer, the applicable LIBOR rate for the relevant interest period shall instead be the rate at which Citigroup N.A. or one of its affiliate banks offers to place deposits in U.S. dollars with first-class
banks in the London interbank market for a period of three months as of approximately 11:00 a.m. (London time) two Business Days prior to the first day of such interest period, in amounts equal to $1.0 million. 
 “Lien” means, with respect to any asset, any mortgage, lien (statutory or otherwise), pledge, hypothecation, charge, security interest,
preference, priority or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof,
any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided that in no event
shall an operating lease be deemed to constitute a Lien. 
 “Merchant Acquisition and Processing Alliance” shall mean any
joint venture or other strategic alliance entered into with any financial institution or other third party primarily entered into to offer Merchant Services. 
 “Merchant Agreement” shall mean any contract entered into with a merchant relating to the provision of Merchant Services. 
 “Merchant Services” shall mean services provided to merchants relating to the authorization, transaction capture, settlement, chargeback handling and internet-based transaction processing of credit,
debit, stored-value and loyalty card and other payment transactions (including provision of point of service devices and other equipment necessary to capture merchant transactions and other ancillary services). 
 “Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency business. 
  

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 “Net Income” means, with respect to any Person, the net income (loss) of such Person,
determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends. 
 “Net Proceeds” means
the aggregate cash proceeds received by the Issuer or any of its Restricted Subsidiaries in respect of any Asset Sale, including any cash received upon the sale or other disposition of any Designated Non-cash Consideration received in any Asset
Sale, net of the direct costs relating to such Asset Sale and the sale or disposition of such Designated Non-cash Consideration, including legal, accounting and investment banking fees, and brokerage and sales commissions, any relocation expenses
incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), amounts required to be applied to the repayment of principal, premium, if
any, and interest on Senior Indebtedness required (other than required by clause (1) of Section 4.10(b) hereof) to be paid as a result of such transaction and any deduction of appropriate amounts to be provided by the Issuer or any of its
Restricted Subsidiaries as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by the Issuer or any of its Restricted Subsidiaries after such sale or other disposition
thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction. 
 “Obligations” means any principal, interest (including any interest accruing subsequent to the filing of a petition in bankruptcy,
reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), premium, penalties, fees, indemnifications,
reimbursements (including reimbursement obligations with respect to letters of credit and bankers’ acceptances), damages and other liabilities, and guarantees of payment of such principal, interest, penalties, fees, indemnifications,
reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness. 
 “Officer”
means the Chairman of the Board, the Chief Executive Officer, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of the Issuer or of a Guarantor, as applicable. 
 “Officer’s Certificate” means a certificate signed on behalf of the Issuer by an Officer of the Issuer or on behalf of a Guarantor
by an Officer of such Guarantor, who must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Issuer, that 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 or the Trustee. 
 “Original Closing Date” means September 24, 2007. 
 “Participant” means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary,
Euroclear or Clearstream, respectively (and, with respect to DTC, shall include Euroclear and Clearstream). 
 “Permitted Asset
Swap” means the concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and cash or Cash Equivalents between the Issuer or any of its Restricted Subsidiaries and another Person;
provided that any cash or Cash Equivalents received must be applied in accordance with Section 4.10 hereof. 
  

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 “Permitted Holders” means each of the Investors, members of management of the Issuer (or
its direct or indirect parent), and any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) of which any of the foregoing are members; provided that, in the case of such
group and without giving effect to the existence of such group or any other group, such Investors, and members of management, collectively, have beneficial ownership of more than 50% of the total voting power of the Voting Stock of the Issuer or any
of its direct or indirect parent companies. 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 of its Restricted Subsidiaries; 
 (2) any Investment in cash and Cash Equivalents or Investment Grade Securities; 
 (3) any Investment by the Issuer or any of its Restricted Subsidiaries in a Person that is engaged in a Similar Business if as a result of
such Investment: 
 (a) such Person becomes a Restricted Subsidiary; or 
 (b) such Person, in one transaction or a series of related transactions, is merged or consolidated with or into, or transfers or conveys
substantially all of its assets to, or is liquidated into, the Issuer or a Restricted Subsidiary, 
 and, in each case, any Investment held by
such Person; provided that such Investment was not acquired by such Person in contemplation of such acquisition, merger, consolidation or transfer; 
 (4) any Investment in securities or other assets not constituting cash, Cash Equivalents or Investment Grade Securities and received in connection with an Asset Sale made pursuant to the provisions described under
Section 4.10 hereof or any other disposition of assets not constituting an Asset Sale; 
 (5) any Investment existing on
the Original Closing Date or made pursuant to a binding commitment in effect on the Original Closing Date; 
 (6) any
Investment acquired by the Issuer or any of its Restricted Subsidiaries: 
 (a) in exchange for any other Investment or
accounts receivable held by the Issuer or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable; or 
 (b) as a result of a foreclosure by the Issuer or any of its Restricted Subsidiaries with respect to any secured Investment or other
transfer of title with respect to any secured Investment in default; 
 (7) Hedging Obligations permitted under
Section 4.09(b)(10) hereof; 
  

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 (8) any Investment in a Similar Business having an aggregate fair market value, taken
together with all other Investments made pursuant to this clause (8) that are at that time outstanding, not to exceed 2.5% of the Issuer’s Total Assets at the time of such Investment (with the fair market value of each Investment being
measured at the time made and without giving effect to subsequent changes in value); 
 (9) Investments the payment for which
consists of Equity Interests (exclusive of Disqualified Stock) of the Issuer or any of its direct or indirect parent companies; provided, however, that such Equity Interests will not increase the amount available for Restricted
Payments under Section 4.07(a)(3) hereof; 
 (10) guarantees of Indebtedness permitted under Section 4.09 hereof;

 (11) any transaction to the extent it constitutes an Investment that is permitted and made in accordance with the
provisions of Section 4.11(b) hereof (except transactions described in clauses (2), (5) and (9) of Section 4.11(b) hereof); 
 (12) Investments consisting of purchases and acquisitions of inventory, supplies, material or equipment; 
 (13) additional Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (13) that are at that time outstanding (without giving effect to the sale
of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities), not to exceed 3.5% of the Issuer’s Total Assets at the time of such Investment (with the fair market value of each
Investment being measured at the time made and without giving effect to subsequent changes in value); 
 (14) Investments
relating to a Receivables Subsidiary that, in the good faith determination of the Issuer, is necessary or advisable to effect any Receivables Facility; 
 (15) advances to, or guarantees of Indebtedness of, employees not in excess of $50.0 million outstanding at any one time, in the aggregate; 
 (16) loans and advances to officers, directors and 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 practices or to fund such Person’s purchase of Equity Interests of the Issuer or any direct or indirect parent company thereof; 
 (17) any Investment in any joint venture existing on the Original Closing Date to the extent contemplated by the organizational documents
of such joint venture as in existence on the Original Closing Date; 
 (18) any Investment in any Subsidiary or any joint
venture in connection with intercompany cash management arrangements or related activities arising in the ordinary course of business; 
 (19) any Investment arising in the ordinary course of business as a result of any Settlement, including Investments in and of Settlement Assets; and 
  

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 (20) Investments of assets made pursuant to any non-qualified deferred compensation plan
sponsored by the Issuer or its Restricted Subsidiaries. 
 “Permitted Junior Securities” means: 
 (1) Equity Interests in the Issuer, any Guarantor or any direct or indirect parent of the Issuer; or 
 (2) unsecured debt securities that are subordinated to all Senior Indebtedness (and any debt securities issued in exchange for Senior
Indebtedness) to substantially the same extent as, or to a greater extent than, the Senior Subordinated Notes and the related Guarantees are subordinated to Senior Indebtedness under this Indenture; 
 provided that the term “Permitted Junior Securities” shall not include any securities distributed pursuant to a plan of reorganization if the
Indebtedness under the Senior Credit Facility, the Senior Interim Debt Agreement, the 9-7/8% Indenture or the indentures governing the Senior Notes is treated as part of the same class as the Senior Subordinated Notes for purposes of such plan of
reorganization; provided further that to the extent that any Senior Indebtedness of the Issuer or the Guarantors outstanding on the date of consummation of any such plan of reorganization is not paid in full in cash on such date, the holders
of any such Senior Indebtedness not so paid in full in cash have consented to the terms of such plan of reorganization. 
 “Permitted
Liens” means, with respect to any Person: 
 (1) pledges or deposits 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 to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case
incurred in the ordinary course of business; 
 (2) Liens imposed by law, such as carriers’, warehousemen’s and
mechanics’ Liens, in each case for sums not yet overdue for a period of more than 30 days or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which
such Person shall then be proceeding with an appeal or other proceedings for review if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP; 
 (3) Liens for taxes, assessments or other governmental charges not yet overdue for a period of more than 30 days or payable or subject to
penalties for nonpayment or which are being contested in good faith by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP; 
 (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 issued pursuant to the request of and for the account of such Person in the ordinary course of its business; 
  

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 (5) minor survey exceptions, minor encumbrances, easements or reservations of, or rights
of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real 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; 
 (6) Liens securing Indebtedness permitted to be incurred pursuant to clause (1), (4), (12), (13),
(18) or (19) of Section 4.09(b) hereof; provided that (a) Liens securing Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred pursuant to clause (13) relate only to Refinancing Indebtedness
that serves to refund or refinance Indebtedness, Disqualified Stock or Preferred Stock incurred under clause (4) or (12) of Section 4.09(b) hereof, (b) Liens securing Indebtedness permitted to be incurred pursuant to clause
(18) extend only to the assets of Foreign Subsidiaries, (c) Liens securing Indebtedness permitted to be incurred pursuant to clause (19) are solely on acquired property or the assets of the acquired entity, as the case may be and
(d) Liens securing Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred pursuant to clause (4) of Section 4.09(b) hereof extend only to the assets so financed, purchased, constructed or improved; 
 (7) Liens existing on the Original Closing Date (other than Liens in favor of the lenders under the Senior Credit Facility); 

(8) Liens on property or shares of stock of a Person at the time such Person becomes a Subsidiary; provided, however,
such Liens 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 may not extend to any other property owned by the
Issuer or any of its Restricted Subsidiaries; 
 (9) Liens on property at the time the Issuer or a Restricted Subsidiary
acquired the property, including any acquisition by means of a merger or consolidation with or into the Issuer or any of its Restricted Subsidiaries; provided, however, that such Liens are not created or incurred in connection with, or
in contemplation of, such acquisition; provided, further, however, that the Liens may not extend to any other property owned by the Issuer or any of its Restricted Subsidiaries; 
 (10) Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to the Issuer or another Restricted Subsidiary
permitted to be incurred in accordance with Section 4.09 hereof; 
 (11) Liens securing Hedging Obligations so long as
the related Indebtedness is, and is permitted to be under this Indenture, secured by a Lien on the same property securing such Hedging Obligations; 
 (12) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to
facilitate the purchase, shipment or storage of such inventory or other goods; 
 (13) leases, subleases, licenses or
sublicenses granted to others in the ordinary course of business which do not materially interfere with the ordinary conduct of the business of the Issuer or any of its Restricted Subsidiaries and do not secure any Indebtedness; 
  

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 (14) Liens arising from Uniform Commercial Code financing statement filings regarding
operating leases entered into by the Issuer and its Restricted Subsidiaries in the ordinary course of business; 
 (15) Liens
in favor of the Issuer or any Guarantor; 
 (16) Liens on equipment of the Issuer or any of its Restricted Subsidiaries
granted in the ordinary course of business; 
 (17) Liens on accounts receivable and related assets incurred in connection
with a Receivables Facility; 
 (18) 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 the foregoing clauses (6), (7), (8) and (9); provided, however, that
(a) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property), and (b) the Indebtedness secured by such Lien at such time is not increased to any amount greater
than the sum of (i) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under the foregoing clauses (6), (7), (8) and (9) at the time the original Lien became a Permitted Lien under this
Indenture, and (ii) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement; 
 (19) deposits made in the ordinary course of business to secure liability to insurance carriers; 
 (20) other Liens securing obligations incurred in the ordinary course of business which obligations do not exceed $100.0 million at any
one time outstanding; 
 (21) Liens securing judgments for the payment of money not constituting an Event of Default under
clause (6) under Section 6.01(a) hereof so long as such Liens are adequately bonded and any appropriate legal proceedings that may have been duly initiated for the review of such judgment have not been finally terminated or the period
within which such proceedings may be initiated has not expired; 
 (22) Liens in favor of customs and revenue authorities
arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business; 
 (23) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code, or any comparable or successor provision, on items in the course of collection, (ii) attaching to
commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business, and (iii) in favor of banking institutions arising as a matter of law encumbering deposits (including the right of set-off) and which
are within the general parameters customary in the banking industry; 
 (24) Liens deemed to exist in connection with
Investments in repurchase agreements permitted under Section 4.09 hereof; provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreements; 
  

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 (25) Liens encumbering reasonable customary initial deposits and margin deposits and
similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; 
 (26) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in
connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Issuer or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of
business of the Issuer and its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Issuer or any of its Restricted Subsidiaries in the ordinary course of business; 
 (27) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale or purchase of goods entered
into by the Issuer or any Restricted Subsidiary in the ordinary course of business; and 
 (28) Settlement Liens. 

For purposes of this definition, the term “Indebtedness” shall be deemed to include interest on such Indebtedness. 
 “Person” means any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company,
trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity. 
 “Preferred
Stock” means any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution or winding up. 
 “Private Placement Legend” means the legend set forth in Section 2.06(g)(i) hereof to be placed on all Senior Subordinated Notes issued under this Indenture, except where otherwise permitted by the provisions of this
Indenture. 
 “QIB” means a “qualified institutional buyer” as defined in Rule 144A. 
 “Qualified Proceeds” means assets that are used or useful in, or Capital Stock of any Person engaged in, a Similar Business;
provided that the fair market value of any such assets or Capital Stock shall be determined by the Issuer in good faith. 
 “Rating Agencies” means Moody’s and S&P or if Moody’s or S&P or both shall not make a rating on the applicable security or other investment publicly available, a nationally recognized statistical rating
agency or agencies, as the case may be, selected by the Issuer which shall be substituted for Moody’s or S&P or both, as the case may be. 
 “Receivables Facility” means any of one or more receivables financing facilities as amended, supplemented, modified, extended, renewed, restated or refunded from time to time, the Obligations of which are non-recourse
(except for customary representations, warranties, covenants and indemnities made in connection with such facilities) to the Issuer or any of its Restricted Subsidiaries (other than a Receivables Subsidiary) pursuant to which the Issuer or any of
its Restricted Subsidiaries purports to sell its accounts receivable to either (a) a Person that is not a Restricted Subsidiary or (b) a Receivables Subsidiary that in turn funds such purchase by purporting to sell its accounts receivable
to a Person that is not a Restricted Subsidiary or by borrowing from such a Person or from another Receivables Subsidiary that in turn funds itself by borrowing from such a Person. 
  

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 “Receivables Fees” means distributions or payments made directly or by means of
discounts with respect to any accounts receivable or participation interest therein issued or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with any Receivables Facility. 
 “Receivables Subsidiary” means any Subsidiary formed for the purpose of facilitating or entering into one or more Receivables
Facilities, and in each case engages only in activities reasonably related or incidental thereto. 
 “Record Date” for the
interest or Additional Interest, if any, payable on any applicable Interest Payment Date means (1) with respect to any Fixed Rate Notes, March 15 or September 15 (whether or not a Business Day) and (2) with respect to any
Floating Rate Notes, March 15, June 15, September 15 or December 15 (whether or not a Business Day), in each case, next preceding such Interest Payment Date. 
 “Registration Rights Agreement” means the Registration Rights Agreement related to the Senior Subordinated Notes, dated as of
September 24, 2008, among the Issuer, the Guarantors and the Administrative Agent, as such agreement may be amended, modified or supplemented from time to time and, with respect to any Additional Senior Subordinated Notes, one or more
registration rights agreements between the Issuer and the other parties thereto, as such agreement(s) may be amended, modified or supplemented from time to time, relating to rights given by the Issuer to the purchasers of Additional Senior
Subordinated Notes to register such Additional Senior Subordinated Notes under the Securities Act. 
 “Regulation S” means
Regulation S promulgated under the Securities Act. 
 “Regulation S Global Note” means a Regulation S Temporary Global Note
or Regulation S Permanent Global Note, as applicable. 
 “Regulation S Permanent Global Note” means a permanent Global Note
in the form of Exhibit A-1 or Exhibit A-2 hereto, as the case may be, bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee,
issued in a denomination equal to the outstanding principal amount of the Regulation S Temporary Global Note upon expiration of the Restricted Period. 
 “Regulation S Temporary Global Note” means a temporary Global Note in the form of Exhibit A-1 or Exhibit A-2 hereto, as the case may be, bearing the Global Note Legend, the Private
Placement Legend and the Regulation S Temporary Global Note Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Senior
Subordinated Notes initially sold in reliance on Rule 903. 
 “Regulation S Temporary Global Note Legend” means the legend
set forth in Section 2.06(g)(iii) hereof. 
 “Related Business Assets” means assets (other than cash or Cash
Equivalents) used or useful in a Similar Business; provided that any assets received by the Issuer or a Restricted Subsidiary in exchange for assets transferred by the Issuer or a Restricted Subsidiary will not be deemed to be Related
Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary. 
  

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 “Representative” means any trustee, agent or representative (if any) for an issue of
Senior Indebtedness of the Issuer. 
 “Required Debt” means the outstanding principal amount of (1) the Senior
Subordinated Notes (including any Additional Senior Subordinated Notes), other than Notes beneficially owned by the Issuer or its Affiliates, (2) the Senior Subordinated Interim Debt (excluding any Senior Subordinated Interim Debt held by
Defaulting Lenders (as defined in the Senior Subordinated Interim Debt Agreement)) and (3) any securities issued to refinance or replace any of the items described in clauses (1) and (2) of this definition, at such date voting as a
single class, to the extent permitted under this Indenture and the Senior Subordinated Interim Debt Agreement. 
 “Required
Holders” means Persons holding the Required Debt. 
 “Responsible Officer” means, when used with respect to the
Trustee, any officer within the corporate trust department of the Trustee, including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs
functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such Person’s knowledge of and familiarity with the particular subject and
who shall have direct responsibility for the administration of this Indenture. 
 “Restricted Definitive Note” means a
Definitive Note bearing the Private Placement Legend. 
 “Restricted Global Note” means a Global Note bearing the Private
Placement Legend. 
 “Restricted Investment” means an Investment other than a Permitted Investment. 
 “Restricted Period” means the 40-day distribution compliance period as defined in Regulation S. 
 “Restricted Subsidiary” means, at any time, any direct or indirect Subsidiary of the Issuer (including any Foreign Subsidiary) that is
not then an Unrestricted Subsidiary; provided, however, that upon an Unrestricted Subsidiary’s ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of “Restricted Subsidiary.”

 “Rule 144” means Rule 144 promulgated under the Securities Act. 
 “Rule 144A” means Rule 144A promulgated under the Securities Act. 
 “Rule 903” means Rule 903 promulgated under the Securities Act. 
 “Rule 904” means Rule 904 promulgated under the Securities Act. 
 “S&P” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and any successor to its rating agency
business. 
  

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 “Sale and Lease-Back Transaction” means any arrangement providing for the leasing by the
Issuer or any of its Restricted Subsidiaries of any real or tangible personal property, which property has been or is to be sold or transferred by the Issuer or such Restricted Subsidiary to a third Person in contemplation of such leasing.

 “SEC” means the U.S. Securities and Exchange Commission. 
 “Secured Indebtedness” means any Indebtedness of the Issuer or any of its Restricted Subsidiaries secured by a Lien. 
 “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

 “Senior Credit Facility” means the credit agreement dated as of the Original Closing Date by and among the Issuer, the
lenders party thereto in their capacities as lenders thereunder and Credit Suisse, Cayman Islands Branch, as administrative agent, including any guarantees, collateral documents, instruments and agreements executed in connection therewith, and any
amendments, supplements, modifications, extensions, renewals, restatements, refundings or refinancings thereof and any indentures or credit facilities or commercial paper facilities with banks or other institutional lenders or investors that
replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount borrowable thereunder or alters
the maturity thereof so long as such increase in borrowings is permitted under Section 4.09. 
 “Senior Indebtedness”
means: 
 (1) all Indebtedness of the Issuer or any Guarantor outstanding under the Senior Credit Facility, the Senior Interim
Debt Agreement or the Senior Notes and related Guarantees (including interest accruing on or after the filing of any petition in bankruptcy or similar proceeding or for reorganization of the Issuer or any Guarantor (at the rate provided for in the
documentation with respect thereto, regardless of whether or not a claim for post-filing interest is allowed in such proceedings)), and any and all other fees, expense reimbursement obligations, indemnification amounts, penalties, and other amounts
(whether existing on the Issue Date or thereafter created or incurred) and all obligations of the Issuer or any Guarantor to reimburse any bank or other Person in respect of amounts paid under letters of credit, acceptances or other similar
instruments; 
 (2) all Hedging Obligations (and guarantees thereof) owing to a Lender (as defined in the Senior Credit
Facility or Senior Interim Debt Agreement, as applicable) or any Affiliate of such Lender (or any Person that was a Lender or an Affiliate of such Lender at the time the applicable agreement giving rise to such Hedging Obligation was entered into);
provided that such Hedging Obligations are permitted to be incurred under the terms of this Indenture; 
 (3) any other
Indebtedness of the Issuer or any Guarantor permitted to be incurred under the terms of the Senior Indenture, unless the instrument under which such Indebtedness is incurred expressly provides that it is on parity with, or subordinated in right of
payment to Indebtedness outstanding under the Senior Credit Facility, the Senior Interim Debt Agreement, the Senior Notes or any related Guarantee; and 
  

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 (4) all Obligations with respect to the items listed in the preceding clauses (1),
(2) and (3); 
 provided, however, that Senior Indebtedness shall not include: 
 (a) any obligation of such Person to the Issuer or any of its Subsidiaries; 
 (b) any liability for federal, state, local or other taxes owed or owing by such Person; 
 (c) any accounts payable or other liability to trade creditors arising in the ordinary course of business; 
 (d) any Indebtedness or other Obligation of such Person which is subordinate or junior in any respect to any other Indebtedness or other
Obligation of such Person; or 
 (e) that portion of any Indebtedness which at the time of incurrence is incurred in violation
of this Indenture; provided that such Indebtedness shall be deemed not to have been incurred in violation of this Indenture for purposes of this clause if such Indebtedness consists of Designated Senior Indebtedness, and the holders of such
Indebtedness or their trustee, agent or representative (a) had no actual knowledge at the time of incurrence that the incurrence of such Indebtedness violated this Indenture and (b) shall have received an Officer’s Certificate to the
effect that the incurrence of such Indebtedness does not violate the provisions of this Indenture. 
 “Senior Indenture”
means the Senior Indenture, dated as of the Initial Issue Date, among the Issuer, the Guarantors and the Trustee pursuant to which the Senior Notes may be issued. 
 “Senior Interim Debt” means $1,550,000,000 aggregate principal amount of outstanding cash-pay borrowings under the Senior Interim Debt Agreement maturing in 2015 and $3,014,940,000 aggregate principal
amount of outstanding PIK borrowings (plus any additional principal amount attributable to PIK interest) under the Senior Interim Debt Agreement. 
 “Senior Interim Debt Agreement” means the interim credit agreement relating to the Senior Interim Debt dated as of the Original Closing Date (as amended and restated as of October 24, 2007, and as further amended on
June 19, 2008), by and among the Issuer, the lenders party thereto in their capacities as lenders thereunder and Citibank, N.A., as administrative agent, including any guarantees, instruments and agreements executed in connection therewith, and
any amendments, supplements, modifications, extensions, renewals, restatements, refundings or refinancings thereof and any indentures or credit facilities with banks or other institutional lenders or investors that replace, refund or refinance any
part of the loans, notes, other credit facilities or commitments thereunder up to an amount of $1,550,000,000 in cash pay borrowings and/or $2,750,000,000 outstanding PIK borrowings (plus any additional principal amount attributable to PIK
interest). 
 “Senior Notes” means the Issuer’s $1,550,000,000 aggregate principal amount of senior cash pay notes due
2015, $3,014,940,000 aggregate principal amount of senior PIK notes due 2015 (plus any additional principal amount attributable to PIK interest) and the 9-7/8% Notes. 
 “Senior Subordinated Cap” means 11.25% per annum. 
  

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 “Senior Subordinated Indebtedness” means: 
 (1) with respect to the Issuer, Indebtedness which ranks equal in right of payment with the Senior Subordinated Notes, and 
 (2) with respect to any Guarantor, Indebtedness which ranks equal in right of payment with the Guarantee of such entity of the Senior
Subordinated Notes. 
 “Senior Subordinated Interim Debt” means the $2,500,000,000 aggregate principal amount of outstanding
borrowings under the Senior Subordinated Interim Debt Agreement. 
 “Senior Subordinated Interim Debt Agreement” means the
interim credit agreement relating to the Senior Subordinated Debt dated as of the Original Closing Date (as amended and restated as of October 24, 2007, and as further amended on June 19, 2008), by and among the Issuer, the lenders party
thereto in their capacities as lenders thereunder and Citibank, N.A., as administrative agent, including any guarantees, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions,
renewals, restatements, refundings or refinancings thereof and any indentures or credit facilities with banks or other institutional lenders or investors that replace, refund or refinance any part of the loans, notes, other credit facilities or
commitments thereunder up to an amount of $2,500,000,000. 
 “Senior Subordinated Notes” means the Initial Senior
Subordinated Notes (including any Exchange Notes issued in exchange therefor), and more particularly means any Senior Subordinated Note authenticated and delivered under this Indenture. For all purposes of this Indenture, the term “Senior
Subordinated Notes” shall also include any Additional Senior Subordinated Notes that may be issued under a supplemental indenture. 
 “Senior Subordinated Term Loans” means any Senior Subordinated Term Loans (as defined in the Senior Subordinated Interim Debt Agreement) held by any Lender, which may be exchanged for Senior Subordinated Notes under the
Senior Subordinated Indenture in accordance with the terms of the Senior Subordinated Interim Debt Agreement and the Senior Subordinated Indenture. 
 “Senior Term Loans” means any Senior Cash Pay Term Loans or Senior PIK Term Loans held by any lender under the Senior Interim Debt Agreement, which may be exchanged for Senior Notes under the Senior Indenture in accordance
with the terms of the Senior Interim Debt Agreement and the Senior Indenture. 
 “Settlement” shall mean the transfer of
cash or other property with respect to any credit or debit card charge, check or other instrument, electronic funds transfer, or other type of paper-based or electronic payment, transfer, or charge transaction for which a Person acts as a processor,
remitter, funds recipient or funds transmitter in the ordinary course of its business. 
 “Settlement Asset” shall mean any
cash, receivable or other property, including a Settlement Receivable, due or conveyed to a Person in consideration for a Settlement made or arranged, or to be made or arranged, by such Person or an Affiliate of such Person. 
 “Settlement Indebtedness” shall mean any payment or reimbursement obligation in respect of a Settlement Payment. 
  

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 “Settlement Lien” shall mean any Lien relating to any Settlement or Settlement
Indebtedness (and may include, for the avoidance of doubt, the grant of a Lien in or other assignment of a Settlement Asset in consideration of a Settlement Payment, Liens securing intraday and overnight overdraft and automated clearing house
exposure, and similar Liens). 
 “Settlement Payment” shall mean the transfer, or contractual undertaking (including by
automated clearing house transaction), to effect a transfer of cash or other property to effect a Settlement. 
 “Settlement
Receivable” shall mean any general intangible, payment intangible, or instrument representing or reflecting an obligation to make payments to or for the benefit of a Person in consideration for and in the amount of a Settlement made or
arranged, or to be made or arranged, by such Person. 
 “Shelf Registration Statement” means the Shelf Registration
Statement as defined in the Registration Rights Agreement. 
 “Significant Subsidiary” means any Restricted Subsidiary that
would be a “significant subsidiary” as defined in Article 1, Rule 1-02(w) of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the Original Closing Date. 
 “Similar Business” means any business conducted or proposed to be conducted by the Issuer and its Restricted Subsidiaries on the Issue
Date or any business that is similar, reasonably related, incidental or ancillary thereto. 
 “Specified Premium” means,
with respect to each Senior Subordinated Note that is a Fixed Rate Note, 
 (1) during the one-year period commencing on
September 30, 2011, a percentage of the principal amount of such Senior Subordinated Note equal to one-half of the Applicable Rate for such Senior Subordinated Note (excluding Additional Interest); 
 (2) during the one-year period commencing on September 30, 2012, a percentage of the principal amount of such Senior Subordinated
Note equal to one-fourth of the Applicable Rate for such Senior Subordinated Note (excluding Additional Interest); and 
 (3)
at all times on or after September 30, 2013, and ending on the day prior to the Stated Maturity of the Senior Subordinated Notes, zero. 
 For example,
if the Applicable Rate for a given Senior Subordinated Note was equal to 11.25%, then the Specified Premium would equal (a) 5.625% during the one-year period commencing on September 30, 2011 and ending on September 29, 2012;
(b) 2.813% during the one-year period commencing on September 30, 2012 and ending on September 29, 2013; and (c) zero at all times on or after September 30, 2013 and ending on the day prior to the Stated Maturity of the
Senior Subordinated Notes. 
 “Sponsor Management Agreement” means the management agreement between certain of the
management companies associated with the Investors and the Issuer. 
 “Stated Maturity” means March 31, 2016.

  

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

 (1) any Indebtedness of the Issuer which is by its terms subordinated in right of payment to the Senior Subordinated Notes,
and 
 (2) any Indebtedness of any Guarantor which is by its terms subordinated in right of payment to the Guarantee of such
entity of the Senior Subordinated Notes. 
 “Subsidiary” means, with respect to any Person: 
 (1) any corporation, association, or other business entity (other than a partnership, joint venture, limited liability company or similar
entity) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time 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 or is consolidated under GAAP with such Person at such time; and 
 (2) any partnership, joint venture, limited liability company or similar entity of which 
 (x) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership
interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership or
otherwise, and 
 (y) such Person or any Restricted Subsidiary of such Person is a controlling general partner or otherwise
controls such entity. 
 “Term Loans” means any Senior Cash Pay Term Loans or Senior PIK Term Loans held by any Lender,
which may be exchanged for Senior Subordinated Notes under this Indenture in accordance with the terms of the Senior Interim Debt Agreement and this Indenture. 
 “Total Assets” means with respect to any Person, the total assets of such Person and its Restricted Subsidiaries on a consolidated basis, as shown on the most recent consolidated balance sheet of the
Issuer or such other Person as may be expressly stated (excluding settlement assets, as shown on such balance sheet). 
 “Transactions” means the transactions contemplated by the Transaction Agreement, borrowings on the Original Closing Date under the Bridge Facilities and borrowings under the Senior Credit Facility as in effect on the
Original Closing Date. 
 “Transaction Agreement” means the Agreement and Plan of Merger, dated as of April 1, 2007,
among New Omaha Holdings L.P., Omaha Acquisition Corporation and the Issuer, as the same may have been amended prior to the Original Closing Date. 
 “Treasury Rate” means, as of any Redemption Date, the yield to maturity as of such Redemption Date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve
Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to the Redemption Date (or, if such Statistical Release is no 

  

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longer published, any publicly available source of similar market data)) most nearly equal to the period from the Redemption Date to September 30, 2011;
provided, however, that if the period from the Redemption Date to September 30, 2011 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year
will be used. 
 “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended (15 U.S.C.
§§ 77aaa-77bbbb). 
 “Trustee” means Wells Fargo Bank, National Association, as trustee, until a successor
replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder. 
 “Unrestricted Definitive Note” means one or more Definitive Notes that do not bear and are not required to bear the Private Placement Legend. 
 “Unrestricted Global Note” means a permanent Global Note, substantially in the form of Exhibit A-1 or Exhibit A-2 attached hereto, as the case may be, that bears the Global Note
Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, and that is deposited with or on behalf of and registered in the name of the Depositary, representing Senior Subordinated Notes that do not
bear the Private Placement Legend. 
 “Unrestricted Subsidiary” means: 
 (1) any Subsidiary of the Issuer which at the time of determination is an Unrestricted Subsidiary (as designated by the Issuer, as
provided below); and 
 (2) any Subsidiary of an Unrestricted Subsidiary. 
 The Issuer may designate any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an
Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Issuer or any Subsidiary of the Issuer (other than solely any Subsidiary of
the Subsidiary to be so designated); provided that 
 (1) any Unrestricted Subsidiary must be an entity of which the
Equity Interests entitled to cast at least a majority of the votes that may be cast by all Equity Interests having ordinary voting power for the election of directors or Persons performing a similar function are owned, directly or indirectly, by the
Issuer; 
 (2) such designation complies with Section 4.07 hereof; and 
 (3) each of: 
 (a) the Subsidiary to be so designated; and 
 (b) its Subsidiaries 
 has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable
with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any Restricted Subsidiary. 
  

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 The Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that,
immediately after giving effect to such designation, no Default shall have occurred and be continuing and either: 
 (1) the
Issuer could incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof; or 
 (2) the Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries would be greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation, 
 in each case on a pro forma basis taking into account such designation. 
 Any such designation by the Issuer shall be notified by the Issuer to the Trustee by promptly filing with the Trustee a copy of the resolution of the board of directors of the Issuer or any committee thereof giving
effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing provisions. 
 “U.S. Person” means a U.S. person as defined in Rule 902(k) under the Securities Act. 
 “Voting
Stock” of any Person as of any date means the Capital Stock of such Person that is at such date entitled to vote in the election of the board of directors of such Person. 
 “Weighted Average Life to Maturity” means, when applied to any Indebtedness, Disqualified Stock or Preferred Stock, as the case may be,
at any date, the quotient obtained by dividing: 
 (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 Subsidiary” of any Person means a Subsidiary of such Person, 100% of the outstanding Equity Interests of which (other than directors’ qualifying shares) shall at the time be owned by such Person or by one
or more Wholly Owned Subsidiaries of such Person. 
 Section 1.02 Other Definitions. 
  

			
	 Term
	  	Defined in
Section
	 “Acceptable Commitment”
	  	4.10
	 “Affiliate Transaction”
	  	4.11
	 “Asset Sale Offer”
	  	4.10
	 “Blockage Notice”
	  	12.03
	 “Calculation Agent”
	  	2.03
	 “Change of Control Offer”
	  	4.14
	 “Change of Control Payment”
	  	4.14
	 “Change of Control Payment Date”
	  	4.14
	 “Company Authentication Order”
	  	2.02

  

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	 Term
	  	Defined in
Section
	 “Covenant Defeasance”
	  	8.03
	 “DTC”
	  	2.03
	 “Event of Default”
	  	6.01
	 “Excess Proceeds”
	  	4.10
	 “Guarantee Blockage Notice”
	  	13.03
	 “Guarantee Payment Blockage Period”
	  	13.03
	 “Guarantor Payment Default”
	  	13.03
	 “incur”
	  	4.09
	 “Legal Defeasance”
	  	8.02
	 “Non-Guarantor Payment Default”
	  	13.03
	 “Non-Payment Default”
	  	12.03
	 “Note Register”
	  	2.03
	 “Offer Amount”
	  	3.09
	 “Offer Period”
	  	3.09
	 “Paying Agent”
	  	2.03
	 “pay its Guarantee”
	  	13.03
	 “pay the Senior Subordinated Notes”
	  	12.03
	 “Payment Blockage Period”
	  	12.03
	 “Payment Default”
	  	12.03
	 “Permitted Debt”
	  	4.09
	 “Purchase Date”
	  	3.09
	 “Redemption Date”
	  	3.07
	 “Refinancing Indebtedness”
	  	4.09
	 “Refunding Capital Stock”
	  	4.07
	 “Registrar”
	  	2.03
	 “Restricted Payments”
	  	4.07
	 “Second Commitment”
	  	4.10
	 “Successor Company”
	  	5.01
	 “Successor Person”
	  	5.01
	 “Treasury Capital Stock”
	  	4.07

 Section 1.03 Incorporation by Reference of Trust Indenture Act. 
 Whenever this Indenture refers to a provision of the Trust Indenture Act, the provision is incorporated by reference in and made a part of this Indenture.

 The following Trust Indenture Act terms used in this Indenture have the following meanings: 
 “indenture securities” means the Senior Subordinated Notes; 
 “indenture security holder” means a Holder of a Senior Subordinated Note; 
 “indenture to be qualified” means this Indenture; 
 “indenture trustee” or “institutional trustee” means the Trustee; and 
  

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 “obligor” on the Senior Subordinated Notes and the Guarantees means the Issuer
and the Guarantors, respectively, and any successor obligor upon the Senior Subordinated Notes and the Guarantees, respectively. 
 All other
terms used in this Indenture that are defined by the Trust Indenture Act, defined by Trust Indenture Act reference to another statute or defined by SEC rule under the Trust Indenture Act have the meanings so assigned to them. 
 Section 316(a) of the Trust Indenture Act shall not apply to the provisions of this Indenture relating to the Required Debt or the consent, vote,
approval or other action required by the Required Holders (other than with respect to the requirement that any Required Debt owned by the Issuer or any of its Affiliates shall be disregarded for purposes of any consent, vote, approval or other
action required by the Required Holders). 
 Section 1.04 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) words in the singular include the plural, and in the plural include the singular; 
 (e) “will” shall be interpreted to express a command; 
 (f) provisions apply to successive events and transactions; 
 (g) references to sections of, or rules under, the Securities Act shall be deemed to include substitute, replacement or successor sections
or rules adopted by the SEC from time to time; 
 (h) unless the context otherwise requires, any reference to an
“Article,” “Section” or “clause” refers to an Article, Section or clause, as the case may be, of this Indenture; and 
 (i) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not any particular Article, Section, clause or other subdivision.

 Section 1.05 Acts of Holders. 
 (a) Any
request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such
Holders in person or by an agent duly appointed in writing. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or record or both are delivered to the Trustee and, where it is hereby
expressly required, to the Issuer. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Senior Subordinated Note, shall be sufficient for any purpose of this Indenture and (subject to
Section 7.01) conclusive in favor of the Trustee and the Issuer, if made in the manner provided in this Section 1.05. 
  

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 (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by
the affidavit of a witness of such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the
execution thereof. Where such execution is by or on behalf of any legal entity other than an individual, such certificate or affidavit shall also constitute proof of the authority of the Person executing the same. The fact and date of the execution
of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner that the Trustee deems sufficient. 
 (c) The ownership of Senior Subordinated Notes shall be proved by the Note Register. 
 (d) Any request,
demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Senior Subordinated Note shall bind every future Holder of the same Senior Subordinated Note and the Holder of every Senior Subordinated Note issued upon
the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of any action taken, suffered or omitted by the Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such Senior
Subordinated Note. 
 (e) The Issuer may, in the circumstances permitted by the Trust Indenture Act, set a record date for purposes of
determining the identity of Holders entitled to give any request, demand, authorization, direction, notice, consent, waiver or take any other act, or to vote or consent to any action by vote or consent authorized or permitted to be given or taken by
Holders. Unless otherwise specified, if not set by the Issuer prior to the first solicitation of a Holder made by any Person in respect of any such action, or in the case of any such vote, prior to such vote, any such record date shall be the later
of 30 days prior to the first solicitation of such consent or the date of the most recent list of Holders furnished to the Trustee prior to such solicitation. 
 (f) Without limiting the foregoing, a Holder entitled to take any action hereunder with regard to any particular Senior Subordinated Note may do so with regard to all or any part of the principal amount of such Senior
Subordinated Note or by one or more duly appointed agents, each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or action taken by a Holder or its agents with regard to
different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part. 
 (g) Without limiting the generality of the foregoing, a Holder, including DTC that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any request, demand,
authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders, and DTC that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in
any such Global Note through such depositary’s standing instructions and customary practices. 
 (h) The Issuer may fix a record date
for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by DTC entitled under the procedures of such depositary to make, give or take, by a proxy or proxies duly appointed in writing, any request,
demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture 

  

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to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only
such Persons, shall be entitled to make, give or take such request, demand, authorization, direction, notice, consent, waiver or other action, whether or not such Holders remain Holders after such record date. No such request, demand, authorization,
direction, notice, consent, waiver or other action shall be valid or effective if made, given or taken more than 90 days after such record date. 
 ARTICLE 2 
 THE SENIOR SUBORDINATED NOTES 
 Section 2.01 Form and Dating; Terms. 
 (a) General. The Senior Subordinated Notes and the Trustee’s certificate
of authentication shall be substantially in the form of Exhibit A-1 (in the case of the Senior Subordinated Notes that are Floating Rate Notes) and Exhibit A-2 (in the case of Senior Subordinated Notes that are Fixed Rate Notes)
hereto. The Senior Subordinated Notes may have notations, legends or endorsements required by law, stock exchange rules or usage. Each Senior Subordinated Note shall be dated the date of its authentication. The Senior Subordinated Notes shall be in
minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. 
 (b) Global Notes. Senior Subordinated Notes
issued in global form shall be substantially in the form of Exhibit A-1 (in the case of the Senior Subordinated Notes that are Floating Rate Notes) and Exhibit A-2 (in the case of Senior Subordinated Notes that are Fixed Rate Notes)
hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Senior Subordinated Notes issued in definitive form shall be substantially in the form of Exhibit
A-1 (in the case of the Senior Subordinated Notes that are Floating Rate Notes) and Exhibit A-2 (in the case of Senior Subordinated Notes that are Fixed Rate Notes) attached hereto (but without the Global Note Legend thereon and without
the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Senior Subordinated Notes as shall be specified in the “Schedule of Exchanges of Interests in the
Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Senior Subordinated Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Senior
Subordinated Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal
amount of outstanding Senior Subordinated Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.

 (c) Temporary Global Notes. Senior Subordinated Notes offered and sold in reliance on Regulation S shall be issued initially in the
form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Senior Subordinated Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary
or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. The Restricted Period shall be terminated
upon the receipt by the Trustee of: 
 (i) a written certificate from the Depositary (if available), together with copies of
certificates from Euroclear and Clearstream (if available) certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Note (except to the
extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who shall take delivery of a beneficial ownership interest in a 144A
Global Note bearing a Private Placement Legend, all as contemplated by Section 2.06(b) hereof); and 
  

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 (ii) an Officer’s Certificate from the Issuer. 
 (iii) Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be
exchanged for beneficial interests in the Regulation S Permanent Global Note of the same series pursuant to the Applicable Procedures. Simultaneously with the authentication of the corresponding Regulation S Permanent Global Note, the Trustee shall
cancel the corresponding 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 Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. 
 (d) Terms. The aggregate principal amount of Senior Subordinated Notes that may be authenticated and delivered under this Indenture is unlimited. 
 The terms and provisions contained in the Senior Subordinated Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuer, the Guarantors and the Trustee, by their execution and
delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Senior Subordinated Note conflicts with the express provisions of this Indenture, the provisions of this
Indenture shall govern and be controlling. 
 The Senior Subordinated Notes shall be subject to repurchase by the Issuer pursuant to an Asset
Sale Offer as provided in Section 4.10 hereof or a Change of Control Offer as provided in Section 4.14 hereof. The Senior Subordinated Notes shall not be redeemable, other than as provided in Article 3. 
 Additional Senior Subordinated Notes ranking pari passu with the Initial Senior Subordinated Notes may be created and issued from time to time by
the Issuer without notice to or consent of the Holders and shall be consolidated with and form a single class with the Initial Senior Subordinated Notes and shall have the same terms as to status, redemption or otherwise as the Initial Senior
Subordinated Notes; provided that the Issuer’s ability to issue Additional Senior Subordinated Notes shall be subject to the Issuer’s compliance with Section 4.09 hereof. Any Additional Senior Subordinated Notes shall be issued
with the benefit of an indenture supplemental to this Indenture. 
 (e) Euroclear and Clearstream Procedures Applicable. 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 Notes that are held by Participants through Euroclear or Clearstream. 
  

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 Section 2.02 Execution and Authentication. 
 At least one Officer shall execute the Senior Subordinated Notes on behalf of the Issuer by manual or facsimile signature. 
 If an Officer whose signature is on a Senior Subordinated Note no longer holds that office at the time a Senior Subordinated Note is authenticated, the
Senior Subordinated Note shall nevertheless be valid. 
 A Senior Subordinated Note shall not be entitled to any benefit under this Indenture
or be valid or obligatory for any purpose until authenticated substantially in the form provided for in Exhibit A-1 (with respect to the Floating Rate Senior Subordinated Notes) or Exhibit A-2 (with respect to the Fixed Rate Senior
Subordinated Notes) attached hereto, as the case may be, by the manual signature of the Trustee. The signature shall be conclusive evidence that the Senior Subordinated Note has been duly authenticated and delivered under this Indenture. 

On the applicable Issue Date, the Trustee shall, upon receipt of a written order of the Issuer signed by an Officer (a “Company Authentication
Order”) based on the direction of a Lender as set forth in an Exchange Notice, authenticate and deliver the Initial Senior Subordinated Notes. In addition, at any time, and from time to time, the Trustee shall, upon receipt of a Company
Authentication Order, authenticate and deliver any Additional Senior Subordinated Notes or Exchange Notes for an aggregate principal amount specified in such Company Authentication Order for such Additional Senior Subordinated Notes or Exchange
Notes. 
 The Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Senior Subordinated Notes. An
authenticating agent may authenticate Senior Subordinated Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as
an Agent to deal with Holders or an Affiliate of the Issuer. 
 Section 2.03 Registrar, Paying Agent and Calculation Agent. 
 The Issuer shall maintain an office or agency where Senior Subordinated Notes may be presented for registration of transfer or for exchange
(“Registrar”) and an office or agency where Senior Subordinated Notes may be presented for payment (“Paying Agent”). In addition, the Issuer shall appoint a Calculation Agent for purposes of the Floating Rate Notes
(the “Calculation Agent”). The Registrar shall keep a register of the Senior Subordinated Notes (“Note Register”) and of their transfer and exchange. The Issuer may appoint one or more co-registrars and one or more
additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Issuer may change any Paying Agent or Registrar without prior notice to any Holder.
The Issuer shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuer fails to appoint or maintain another entity as Registrar, Paying Agent or Calculation Agent, the Trustee shall act as
such Registrar, Paying Agent or Calculation Agent. The Issuer or any of its Subsidiaries may act as Registrar or Paying Agent. 
 The Issuer
initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. 
 The Issuer
initially appoints the Trustee to act as the Paying Agent and Registrar for the Senior Subordinated Notes and to act as Custodian with respect to the Global Notes. 
  

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 Section 2.04 Paying Agent to Hold Money in Trust. 
 The Issuer shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders
or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, Cash Interest or Additional Interest, if any, or interest on the Senior Subordinated Notes, and will notify the Trustee of any default by the Issuer in
making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment
over to the Trustee, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the money. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit
of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Issuer, the Trustee shall serve as Paying Agent for the Senior Subordinated Notes. 
 Section 2.05 Holder Lists. 
 The Trustee shall
preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders and shall otherwise comply with Trust Indenture Act Section 312(a). If the Trustee is not the Registrar,
the Issuer shall furnish to the Trustee 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 the Holders of Senior Subordinated Notes and the Issuer shall otherwise comply with Trust Indenture Act Section 312(a). 
 Section 2.06 Transfer and Exchange. 
 (a) Transfer and Exchange of Global Notes. Except as otherwise set forth in this
Section 2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor Depositary or a nominee of such successor Depositary. A beneficial interest in a Global Note may not be
exchanged for a Definitive Note unless (i) the Depositary (x) notifies the Issuer that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange
Act and, in either case, a successor Depositary is not appointed by the Issuer within 120 days or (ii) there shall have occurred and be continuing a Default with respect to the Senior Subordinated Notes. Upon the occurrence of any of the
preceding events in (i) or (ii) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the
Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Senior Subordinated Note authenticated and delivered in exchange for,
or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued
subsequent to any of the preceding events in (i) or (ii) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Senior Subordinated Note other than as provided in this Section 2.06(a);
provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof. 
  


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 (b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange
of beneficial interests in the Global Notes shall be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the Restricted Global Notes shall be subject to
restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also shall require compliance with either subparagraph (i) or (ii) below, as
applicable, as well as one or more of the other following subparagraphs, as applicable: 
 (i) Transfer of Beneficial
Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer
restrictions set forth in the Private Placement Legend; provided, however, that prior to the expiration of the Restricted Period, transfers of beneficial interests in the Regulation S Temporary Global Note may not be made to a U.S.
Person or for the account or benefit of a U.S. Person. Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written
orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.06(b)(i). 
 (ii) All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(i) hereof, the
transferor of such beneficial interest must deliver to the Registrar either (A)(1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit
or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the Applicable Procedures containing information
regarding the Participant account to be credited with such increase or (B) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to
cause to be issued a Definitive Note of the same series in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given by the Depositary to the Registrar containing information regarding the Person in
whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in (1) above; provided that in no event shall Definitive Notes be issued upon the transfer or exchange of beneficial interests in the
Regulation S Temporary Global Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903. Upon consummation of an Exchange Offer by the Issuer in
accordance with Section 2.06(f) hereof, the requirements of this Section 2.06(b)(ii) shall be deemed to have been satisfied upon receipt by the Registrar of the instructions contained in the Letter of Transmittal delivered by the Holder of
such beneficial interests in the Restricted Global Notes. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Senior Subordinated Notes or otherwise
applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(h) hereof. 
 (iii) Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a
beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.06(b)(ii) hereof and the Registrar receives the following: 
 (A) if the transferee will take delivery in the form of a beneficial interest in the 144A Global Note, then the transferor must deliver a
certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; or 
  

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 (B) if the transferee will take delivery in the form of a beneficial interest in the
Regulation S Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof. 
 (iv) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global
Note. A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest
in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.06(b)(ii) hereof and: 
 (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the
case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule
144) of the Issuer; 
 (B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the
Registration Rights Agreement; 
 (C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration
Statement in accordance with the Registration Rights Agreement; or 
 (D) the Registrar receives the following: 
 (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial
interest in an Unrestricted Global Note of the same series, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or 
 (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who
shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note of the same series, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

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

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

(A) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a
Restricted Definitive Note, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof; 
 (B) if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate substantially in the form of
Exhibit B hereto, including the certifications in item (1) thereof; 
 (C) if such beneficial interest is
being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (2) thereof; 
 (D) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in
accordance with Rule 144, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof; 
 (E) if such beneficial interest is being transferred to the Issuer or any of its Restricted Subsidiaries, a certificate substantially in
the form of Exhibit B hereto, including the certifications in item (3)(b) thereof; or 
 (F) if such beneficial
interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof, 
 the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Issuer
shall execute and the Trustee shall authenticate and mail to the Person designated in the instructions a Definitive Note in the applicable principal amount. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note
pursuant to this Section 2.06(c)(i) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary
and the Participant or Indirect Participant. The Trustee shall mail such Definitive Notes to the Persons in whose names such Senior Subordinated Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest in a
Restricted Global Note pursuant to this Section 2.06(c)(i) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein. 
  

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 (ii) Beneficial Interests in Regulation S Temporary Global Note to Definitive
Notes. Notwithstanding Sections 2.06(c)(i)(A) and (C) hereof, a beneficial interest in the Regulation S Temporary Global Note may not be exchanged for a Definitive Note or transferred to a Person who takes delivery thereof in the form of a
Definitive Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) of the Securities Act, except in the case of a transfer pursuant to an
exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904. 
 (iii) Beneficial
Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial
interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only upon the occurrence of any of the events in subsection (i) or (ii) of Section 2.06(a) hereof and if: 
 (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the
holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in the
distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Issuer; 
 (B)
such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; 
 (C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or 
 (D) the Registrar receives the following: 
 (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for an Unrestricted Definitive Note, a certificate from such holder substantially in the form of
Exhibit C hereto, including the certifications in item (1)(b) thereof; or 
 (2) if the holder of such
beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder substantially in the form of
Exhibit B hereto, including the certifications in item (4) thereof; 
 and, in each such case set forth in this subparagraph
(D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the
restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. 
  

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 (iv) Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive
Notes. If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a
Definitive Note, then, upon the occurrence of any of the events in subsection (i) or (ii) of Section 2.06(a) hereof and satisfaction of the conditions set forth in Section 2.06(b)(ii) hereof, the Trustee shall cause the aggregate
principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Issuer shall execute and the Trustee shall authenticate and mail to the Person designated in the instructions a Definitive Note
in the applicable principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iv) shall be registered in such name or names and in such authorized denomination or denominations as the
holder of such beneficial interest shall instruct the Registrar through instructions from or through the Depositary and the Participant or Indirect Participant. The Trustee shall mail such Definitive Notes to the Persons in whose names such Senior
Subordinated Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iv) shall not bear the Private Placement Legend. 
 (d) Transfer and Exchange of Definitive Notes for Beneficial Interests. 
 (i) Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note
proposes to exchange such Senior Subordinated Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted
Global Note, then, upon receipt by the Registrar of the following documentation: 
 (A) if the Holder of such Restricted
Definitive Note proposes to exchange such Senior Subordinated Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item
(2)(b) thereof; 
 (B) if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a
certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof; 
 (C) if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate substantially in the form of Exhibit B hereto, including the
certifications in item (2) thereof; 
 (D) if such Restricted Definitive Note is being transferred pursuant to an
exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof; 
 (E) if such Restricted Definitive Note is being transferred to the Issuer or any of its Restricted Subsidiaries, a certificate
substantially in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof; or 
 (F)
if such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate substantially in the form of Exhibit B hereto, including the certifications in item
(3)(c) thereof, 
 the Trustee shall cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the
case of clause (A) above, the applicable Restricted Global Note, in the case of clause (B) above, the applicable 144A Global Note, and in the case of clause (C) above, the applicable Regulation S Global Note. 
  

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 (ii) Restricted Definitive Notes to Beneficial Interests in Unrestricted Global
Notes. A Holder of a Restricted Definitive Note may exchange such Senior Subordinated Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of
a beneficial interest in an Unrestricted Global Note only if: 
 (A) such exchange or transfer is effected pursuant to the
Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer,
(2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Issuer; 
 (B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; 
 (C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration
Rights Agreement; or 
 (D) the Registrar receives the following: 
 (1) if the Holder of such Definitive Notes proposes to exchange such Senior Subordinated Notes for a beneficial interest in the
Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or 
 (2) if the Holder of such Definitive Notes proposes to transfer such Senior Subordinated Notes to a Person who shall take delivery
thereof in the form of a beneficial interest in the Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof; 
 and, in each such case set forth in this subsection (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in
form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in
order to maintain compliance with the Securities Act. 
 Upon satisfaction of the conditions of any of the subparagraphs in
this Section 2.06(d)(ii), the Trustee shall cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note. 
 (iii) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive
Note may exchange such Senior Subordinated Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at
any time. Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Notes.

  

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

(A) if the transfer will be made pursuant to a QIB in accordance with Rule 144A, then the transferor must deliver a certificate
substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof; 
 (B) if
the transfer will be made pursuant to Rule 903 or Rule 904 then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; or 
 (C) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the
transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications required by item (3) thereof, if applicable. 
 (ii) Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder
thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: 
 (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the
Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or
(3) a Person who is an affiliate (as defined in Rule 144) of the Issuer; 
 (B) any such transfer is effected pursuant to
the Shelf Registration Statement in accordance with the Registration Rights Agreement; 
 (C) any such transfer is effected by
a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or 
  

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 (D) the Registrar receives the following: 
 (1) if the Holder of such Restricted Definitive Notes proposes to exchange such Senior Subordinated Notes for an Unrestricted Definitive
Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or 
 (2) if the Holder of such Restricted Definitive Notes proposes to transfer such Senior Subordinated Notes to a Person who shall take
delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof; 
 and, in each such case set forth in this subsection (D), if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the
Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with
the Securities Act. 
 (iii) Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder of Unrestricted
Definitive Notes may transfer such Senior Subordinated Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted
Definitive Notes pursuant to the instructions from the Holder thereof. 
 (f) Exchange Offer. Upon the occurrence of an Exchange Offer
in accordance with the Registration Rights Agreement, the Issuer shall issue and, upon receipt of a Company Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate (i) one or more Unrestricted Global
Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes tendered for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not
Broker-Dealers, (y) they are not participating in a distribution of any Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of the Issuer, and accepted for exchange in the Exchange Offer and (ii) Unrestricted
Definitive Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Notes tendered for acceptance by Persons that certify in the applicable Letters of Transmittal or through an Agent’s Message through
the DTC Automated Tender Offers Program that (x) they are not Broker-Dealers, (y) they are not participating in a distribution of the Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of the Issuer, and accepted
for exchange in the Exchange Offer. Concurrently with the issuance of such Senior Subordinated Notes, the Trustee shall cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the Issuer shall
execute and the Trustee shall authenticate and mail to the Persons designated by the Holders of Definitive Notes so accepted Unrestricted Definitive Notes in the applicable principal amount. Any Senior Subordinated Notes that remain outstanding
after the consummation of an Exchange Offer, and Exchange Notes issued in connection with an Exchange Offer, shall be treated as a single class of securities under this Indenture. 
 (g) Legends. The following legends shall appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless
specifically stated otherwise in the applicable provisions of this Indenture: 
 (i) Private Placement Legend.

  

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 (A) Except as permitted by subparagraph (B) below, each Global Note and each
Definitive Note (and all Senior Subordinated Notes issued in exchange therefor or substitution therefor) shall bear the legend in substantially the following form: 
 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT
OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT
A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT WITHIN ONE YEAR AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY RESELL OR OTHERWISE
TRANSFER THIS SECURITY EXCEPT (A) TO THE ISSUER OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN
OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE ISSUER SO REQUESTS), OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH
PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANING GIVEN TO THEM BY
REGULATIONS UNDER THE SECURITIES ACT. 
 (B) Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant
to subparagraph (b)(iv), (c)(iii), (c)(iv), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f) of this Section 2.06 (and all Senior Subordinated Notes issued in exchange therefor or substitution thereof) shall not bear the Private Placement
Legend. 
 (ii) Global Note Legend. Each Global Note shall bear a legend in substantially the following form:

 “THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS SENIOR SUBORDINATED NOTE) OR ITS NOMINEE IN
CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO 

  

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SECTION 2.06(h) OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS
GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER. UNLESS AND UNTIL IT IS
EXCHANGED IN WHOLE OR IN PART FOR SENIOR SUBORDINATED NOTES IN DEFINITIVE FORM, THIS SENIOR SUBORDINATED NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE
DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY
BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.” 
 (iii) Regulation S Temporary Global Note Legend. The Regulation S Temporary Global Note shall bear a legend in substantially the following form: 
 “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.” 
 (h) Cancellation and/or Adjustment of Global Notes. At such time as
all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be returned to or retained and
canceled by the Trustee in accordance with Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a
beneficial interest in another Global Note or for Definitive Notes, the principal amount of Senior Subordinated Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or
by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note,
such other Global Note shall be increased accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase. 
  

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 (i) General Provisions Relating to Transfers and Exchanges. 
 (i) To permit registrations of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Global Notes and
Definitive Notes upon receipt of a Company Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request. 
 (ii) No service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuer may require payment of a sum
sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.07, 2.10, 3.06, 3.09,
4.10, 4.14 and 9.05 hereof). 
 (iii) Neither the Registrar nor the Issuer shall be required to register the transfer of or
exchange any Senior Subordinated Note selected for redemption in whole or in part, except the unredeemed portion of any Senior Subordinated Note being redeemed in part. 
 (iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall
be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. 
 (v) The Issuer shall not be required (A) to issue, to register the transfer of or to exchange any Senior Subordinated Notes during a
period beginning at the opening of business 15 days before the day of any selection of Senior Subordinated Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection, (B) to register the
transfer of or to exchange any Senior Subordinated Note so selected for redemption in whole or in part, except the unredeemed portion of any Senior Subordinated Note being redeemed in part or (C) to register the transfer of or to exchange a
Senior Subordinated Note between a Record Date and the next succeeding Interest Payment Date. 
 (vi) Prior to due presentment
for the registration of a transfer of any Senior Subordinated Note, the Trustee, any Agent and the Issuer may deem and treat the Person in whose name any Senior Subordinated Note is registered as the absolute owner of such Senior Subordinated Note
for the purpose of receiving payment of principal of (and premium, if any) and interest (including Additional Interest, if any) on such Senior Subordinated Notes and for all other purposes, and none of the Trustee, any Agent or the Issuer shall be
affected by notice to the contrary. 
 (vii) Upon surrender for registration of transfer of any Senior Subordinated Note at
the office or agency of the Issuer designated pursuant to Section 4.02 hereof, the Issuer shall execute, and the Trustee shall authenticate and mail, in the name of the designated transferee or transferees, one or more replacement Senior
Subordinated Notes of any authorized denomination or denominations of a like aggregate principal amount. 
 (viii) At the
option of the Holder, Senior Subordinated Notes may be exchanged for other Senior Subordinated Notes of any authorized denomination or denominations of a like aggregate principal amount upon surrender of the Senior Subordinated Notes to be exchanged
at such office or agency. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Issuer shall execute, and the Trustee shall authenticate and mail, the replacement Global Notes and Definitive Notes which the Holder making
the exchange is entitled to in accordance with the provisions of Section 2.02 hereof. 
  

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 (ix) All certifications, certificates and Opinions of Counsel required to be submitted to
the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile. 
 Section 2.07
Replacement Notes. 
 If any mutilated Senior Subordinated Note is surrendered to the Trustee, the Registrar or the Issuer and the
Trustee receives evidence to its satisfaction of the ownership and destruction, loss or theft of any Senior Subordinated Note, the Issuer shall issue and the Trustee, upon receipt of a Company Authentication Order, shall authenticate a replacement
Senior Subordinated Note if the Trustee’s requirements are met. If required by the Trustee or the Issuer, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Issuer to protect the Issuer,
the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Senior Subordinated Note is replaced. The Issuer and/or the Trustee may charge for their expenses in replacing a Senior Subordinated Note. 

Every replacement Senior Subordinated Note is a contractual obligation of the Issuer and shall be entitled to all of the benefits of this Indenture
equally and proportionately with all other Senior Subordinated Notes duly issued hereunder. 
 Section 2.08 Outstanding Notes. 
 The Senior Subordinated Notes outstanding at any time are all the Senior Subordinated Notes authenticated by the Trustee except for those canceled by it,
those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.08 as not outstanding. Except as set forth in
Section 2.09 hereof, a Senior Subordinated Note does not cease to be outstanding because the Issuer or an Affiliate of the Issuer holds the Senior Subordinated Note. 
 If a Senior Subordinated Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Senior Subordinated Note is held by a
bona fide purchaser. 
 If the principal amount of any Senior Subordinated Note is considered paid under Section 4.01 hereof, it ceases
to be outstanding and interest on it ceases to accrue. 
 If the Paying Agent (other than the Issuer, a Subsidiary or an Affiliate of any
thereof) holds, on a Redemption Date or maturity date, money sufficient to pay Senior Subordinated Notes payable on that date and the Paying Agent is not prohibited from paying any such money to the Holders on that date pursuant to Article 12
and Article 13 of this Indenture, then on and after that date such Senior Subordinated Notes shall be deemed to be no longer outstanding and shall cease to accrue interest. 
 Section 2.09 Treasury Notes. 
 In determining whether the Holders of the required principal amount of
Senior Subordinated Notes have concurred in any direction, waiver or consent, Senior Subordinated Notes owned by the Issuer, or by any Affiliate of the Issuer, shall be considered as though not outstanding, except that for the purposes of
determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Senior Subordinated Notes that a Responsible Officer of the Trustee knows are so owned 

  

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shall be so disregarded. Senior Subordinated Notes so owned which have been pledged in good faith shall not be disregarded if the pledgee establishes to the
satisfaction of the Trustee the pledgee’s right to deliver any such direction, waiver or consent with respect to the Senior Subordinated Notes and that the pledgee is not the Issuer or any obligor upon the Senior Subordinated Notes or any
Affiliate of the Issuer or of such other obligor. 
 Section 2.10 Temporary Notes. 
 Until certificates representing Senior Subordinated Notes are ready for delivery, the Issuer may prepare and the Trustee, upon receipt of a Company
Authentication Order, shall authenticate temporary Senior Subordinated Notes. Temporary Senior Subordinated Notes shall be substantially in the form of certificated Senior Subordinated Notes but may have variations that the Issuer considers
appropriate for temporary Senior Subordinated Notes and as shall be reasonably acceptable to the Trustee. Without unreasonable delay, the Issuer shall prepare and the Trustee shall authenticate definitive Senior Subordinated Notes in exchange for
temporary Notes. 
 Holders and beneficial holders, as the case may be, of temporary Senior Subordinated Notes shall be entitled to all of
the benefits accorded to Holders, or beneficial holders, respectively, of Senior Subordinated Notes under this Indenture. 
 Section 2.11
Cancellation. 
 The Issuer at any time may deliver Senior Subordinated Notes to the Trustee for cancellation. The Registrar and Paying
Agent shall forward to the Trustee any Senior Subordinated Notes surrendered to them for registration of transfer, exchange or payment. The Trustee or, at the direction of the Trustee, the Registrar or the Paying Agent and no one else shall cancel
all Senior Subordinated Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall destroy cancelled Senior Subordinated Notes (subject to the record retention requirement of the Exchange Act).
Certification of the destruction of all cancelled Senior Subordinated Notes shall be delivered to the Issuer. The Issuer may not issue new Senior Subordinated Notes to replace Senior Subordinated Notes that it has paid or that have been delivered to
the Trustee for cancellation. 
 Section 2.12 Defaulted Cash Interest. 
 If the Issuer defaults in a payment of cash interest on the Senior Subordinated Notes, including cash interest, it shall pay the defaulted interest in any
lawful manner plus, to the extent lawful, interest payable on the defaulted interest to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Senior Subordinated Notes and in Section 4.01
hereof. The Issuer shall notify the Trustee in writing of the amount of defaulted Cash Interest proposed to be paid on each Senior Subordinated Note and the date of the proposed payment, and at the same time the Issuer shall deposit with the Trustee
an amount of money equal to the aggregate amount proposed to be paid in respect of such defaulted interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited
to be held in trust for the benefit of the Persons entitled to such defaulted interest as provided in this Section 2.12. The Trustee shall fix or cause to be fixed each such special record date and payment date; provided that no such
special record date shall be less than 10 days prior to the related payment date for such defaulted interest. The Trustee shall promptly notify the Issuer of such special record date. At least 15 days before the special record date, the Issuer (or,
upon the written request of the Issuer, the Trustee in the name and at the expense of the Issuer) shall mail or cause to be mailed, first-class postage prepaid, to each Holder a notice at his or her address as it appears in the Note Register that
states the special record date, the related payment date and the amount of such interest to be paid. 
  

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 Subject to the foregoing provisions of this Section 2.12 and for greater certainty, each Senior
Subordinated Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Senior Subordinated Note shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such
other Senior Subordinated Note. 
 Section 2.13 CUSIP and ISIN Numbers. 
 The Issuer in issuing the Senior Subordinated Notes may use CUSIP and/or ISIN numbers (if then generally in use) and, if so, the Trustee shall use CUSIP and/or ISIN numbers in notices of redemption as a convenience to
Holders; provided, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Senior Subordinated Notes or as contained in any notice of redemption and that reliance may be
placed only on the other identification numbers printed on the Senior Subordinated Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. The Issuer will as promptly as practicable notify the Trustee of
any change in the CUSIP or ISIN numbers. 
 ARTICLE 3 
 REDEMPTION 
 Section 3.01 Notices to Trustee. 
 If the Issuer elects to redeem the Senior Subordinated Notes pursuant to Section 3.07 hereof, it shall furnish to the Trustee, at least two Business
Days before notice of redemption is required to be mailed or caused to be mailed to Holders pursuant to Section 3.03 hereof but not more than 60 days before a Redemption Date, an Officer’s Certificate setting forth (i) the paragraph
or subparagraph of such Senior Subordinated Note and/or Section of this Indenture pursuant to which the redemption shall occur, (ii) the Redemption Date, (iii) the principal amount of the Senior Subordinated Notes to be redeemed and
(iv) the redemption price. 
 Section 3.02 Selection of Senior Subordinated Notes to Be Redeemed or Purchased. 
 If less than all of any series of Senior Subordinated Notes that are Fixed Rate Notes or Senior Subordinated Notes that are Floating Rate Notes are to be
redeemed or purchased in an offer to purchase at any time, the Trustee shall select the Senior Subordinated Notes of such series to be redeemed or purchased (a) if the Senior Subordinated Notes are listed on any national securities exchange, in
compliance with the requirements of the principal national securities exchange on which the Senior Subordinated Notes are listed, (b) on a pro rata basis or (c) if a pro rata basis is not practical for any reason, by lot or
by such other method the Trustee shall deem fair and appropriate. 
 In the event of partial redemption or purchase by lot, the particular
Senior Subordinated Notes to be redeemed or purchased shall be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the Redemption Date by the Trustee from the outstanding Senior Subordinated Notes not
previously called for redemption or purchase. 
 The Trustee shall promptly notify the Issuer in writing of the Senior Subordinated Notes
selected for redemption or purchase and, in the case of any Senior Subordinated Note selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Senior Subordinated Notes and portions of Senior Subordinated
Notes selected shall be in amounts of $2,000 or whole multiples of $1,000 in excess thereof; no Senior Subordinated Notes of $2,000 or less can be redeemed in part, except that 

  

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if all of the Senior Subordinated Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Senior Subordinated Notes held by such
Holder, even if not $2,000 or a multiple of $1,000 in excess thereof, shall be redeemed or purchased. Except as provided in the preceding sentence, provisions of this Indenture that apply to Senior Subordinated Notes called for redemption or
purchase also apply to portions of Senior Subordinated Notes called for redemption or purchase. 
 Section 3.03 Notice of Redemption 
 Subject to Section 3.09 hereof, the Issuer shall mail or cause to be mailed by first-class mail notices of redemption at least 30 days but not more
than 60 days before the Redemption Date to each Holder of Senior Subordinated Notes to be redeemed at such Holder’s registered address or otherwise in accordance with the procedures of DTC, except that redemption notices may be mailed more than
60 days prior to a Redemption Date if the notice is issued in connection with Article 8 or Article 11 hereof. Except as set forth in Section 3.07(d) hereof, notices of redemption may not be conditional. 
 The notice shall identify the Senior Subordinated Notes to be redeemed and shall state: 
 (a) the Redemption Date; 
 (b) the redemption price; 
 (c) if any Senior Subordinated Note is to be redeemed in part
only, the portion of the principal amount of that Senior Subordinated Note that is to be redeemed and that, after the Redemption Date upon surrender of such Senior Subordinated Note, a new Senior Subordinated Note or Senior Subordinated Notes in
principal amount equal to the unredeemed portion of the original Senior Subordinated Note representing the same indebtedness to the extent not redeemed will be issued in the name of the Holder of the Senior Subordinated Notes upon cancellation of
the original Senior Subordinated Note; 
 (d) the name and address of the Paying Agent; 
 (e) that Senior Subordinated Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;

 (f) that, unless the Issuer defaults in making such redemption payment, interest on Senior Subordinated Notes called for
redemption ceases to accrue on and after the Redemption Date; 
 (g) the paragraph or subparagraph of the Senior Subordinated
Notes and/or Section of this Indenture pursuant to which the Senior Subordinated Notes called for redemption are being redeemed; 
 (h) that no representation is made as to the correctness or accuracy of the CUSIP and/or ISIN number, if any, listed in such notice or printed on the Senior Subordinated Notes; and 
 (i) if in connection with a redemption pursuant to Section 3.07(d) hereof, any condition to such redemption. 
  

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 At the Issuer’s request, the Trustee shall give the notice of redemption in the Issuer’s name
and at its expense; provided that the Issuer shall have delivered to the Trustee, at least 2 Business Days before notice of redemption is required to be mailed or caused to be mailed to Holders pursuant to this Section 3.03 (unless a
shorter notice shall be agreed to by the Trustee), an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph. 
 Section 3.04 Effect of Notice of Redemption. 
 Once
notice of redemption is mailed in accordance with Section 3.03 hereof, Senior Subordinated Notes called for redemption become irrevocably due and payable on the Redemption Date at the redemption price (except as provided for in
Section 3.07(d) hereof). The notice, if mailed in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or any defect in the
notice to the Holder of any Senior Subordinated Note designated for redemption in whole or in part shall not affect the validity of the proceedings for the redemption of any other Senior Subordinated Note. Subject to Section 3.05 hereof, on and
after the Redemption Date, interest ceases to accrue on Senior Subordinated Notes or portions thereof called for redemption. 
 Section 3.05 Deposit of
Redemption or Purchase Price. 
 Prior to 10:00 a.m. (New York City time) on the redemption or purchase date, the Issuer shall deposit
with the Trustee or with the Paying Agent money sufficient to pay the redemption or purchase price of and accrued and unpaid interest (including Additional Interest, if any) on all Senior Subordinated Notes to be redeemed or purchased on that date.
The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the redemption price of, and accrued and unpaid interest (including
Additional Interest, if any) on, all Senior Subordinated Notes to be redeemed or purchased. 
 If the Issuer complies with the provisions of
the preceding paragraph, on and after the redemption or purchase date, interest shall cease to accrue on the Senior Subordinated Notes or the portions of Senior Subordinated Notes called for redemption or purchase. If a Senior Subordinated Note is
redeemed or purchased on or after a Record Date but on or prior to the related Interest Payment Date, then any accrued and unpaid interest to the redemption or purchase date shall be paid to the Person in whose name such Senior Subordinated Note was
registered at the close of business on such Record Date. If any Senior Subordinated Note called for redemption or purchase shall not be so paid upon surrender for redemption or purchase because of the failure of the Issuer to comply with the
preceding paragraph, interest shall be paid on the unpaid principal, from the redemption or purchase date until such principal is paid, and to the extent lawful on any interest accrued to the redemption or purchase date not paid on such unpaid
principal, in each case at the rate provided in the Senior Subordinated Notes and in Section 4.01 hereof. 
 Section 3.06 Senior Subordinated Notes
Redeemed or Purchased in Part. 
 Upon surrender of a Senior Subordinated Note that is redeemed or purchased in part, the Issuer shall
issue and the Trustee shall authenticate for the Holder at the expense of the Issuer a new Senior Subordinated Note equal in principal amount to the unredeemed or unpurchased portion of the Senior Subordinated Note surrendered representing the same
indebtedness to the extent not redeemed or purchased; provided that each new Senior Subordinated Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. It is understood that, notwithstanding anything
in this Indenture to the contrary, only a Company Authentication Order and not an Opinion of Counsel or Officer’s Certificate is required for the Trustee to authenticate such new Senior Subordinated Note. 
  

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 Section 3.07 Optional Redemption. 
 (a) The Issuer may redeem all or a part of Senior Subordinated Notes that are Floating Rate Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to the registered address of
each Holder of Senior Subordinated Notes or otherwise in accordance with the procedures of DTC, at a redemption price equal to 100% of the principal amount of the Senior Subordinated Notes redeemed and accrued and unpaid interest and Additional
Interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Senior Subordinated Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Except as set
forth in clauses (b) and (d), the Issuer will not be entitled to redeem Senior Subordinated Notes that are Fixed Rate Notes at its option prior to September 30, 2011. 
 (b) Senior Subordinated Notes Make Whole Redemption. At any time prior to September 30, 2011, the Issuer may redeem all or a part of the
Senior Subordinated Notes that are Fixed Rate Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to the registered address of each Holder of Senior Subordinated Notes or otherwise in accordance with the
procedures of DTC, at a redemption price equal to 100% of the principal amount of the Senior Subordinated Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to the Redemption Date,
subject to the rights of Holders of Senior Subordinated Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. 
 (c) Senior Subordinated Notes Optional Redemption. On and after September 30, 2011, the Issuer may redeem the Senior Subordinated Notes that are Fixed Rate Notes, in whole or in part, upon not less than 30
nor more than 60 days’ prior notice mailed by first-class mail to the registered address of each Holder of Senior Subordinated Notes or otherwise in accordance with the procedures of DTC, at a redemption price equal to 100% of the principal
amount thereof, plus the Specified Premium with respect thereto, plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of Senior Subordinated Notes of record on
the relevant Record Date to receive interest due on the relevant Interest Payment Date. 
 (d) Senior Subordinated Notes Equity
Redemption. In addition, until September 30, 2010, the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Senior Subordinated Notes that are Fixed Rate Notes at a redemption price equal
to 100% of the aggregate principal amount thereof, plus a premium equal to the Applicable Rate, plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of Senior
Subordinated Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds of one or more Equity Offerings; provided (i) that at least 50% of the sum of the original
aggregate principal amount of Senior Subordinated Notes issued under this Indenture and the original principal amount of any Additional Senior Subordinated Notes that are Senior Subordinated Notes issued under this Indenture after the Initial Issue
Date remains outstanding immediately after the occurrence of each such redemption and (ii) that each such redemption occurs within 90 days of the date of closing of each such Equity Offering. Notice of any redemption may, at the Issuer’s
option and discretion, be subject to one or more conditions precedent, including, but not limited to, completion of an Equity Offering or other corporate transaction. 
 (e) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. 
  

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 Section 3.08 Mandatory Redemption. 
 The Issuer will not be required to make any mandatory redemption or sinking fund payments with respect to the Senior Subordinated Notes. 
 Section 3.09 Asset Sales. 
 (a) In the event that, pursuant to Section 4.10 hereof, the Issuer
shall be required to commence an Asset Sale Offer, it shall follow the procedures specified below. 
 (b) The Asset Sale Offer shall remain
open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of
the Offer Period (the “Purchase Date”), the Issuer shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Senior Subordinated Notes and, if required or permitted by the terms thereof, any pari
passu Indebtedness (on a pro rata basis), or, if less than the Offer Amount has been tendered, all Senior Subordinated Notes and other pari passu Indebtedness tendered in response to the Asset Sale Offer. Payment for any Senior
Subordinated Notes so purchased shall be made in the same manner as interest payments are made. 
 (c) If the Purchase Date is on or after a
Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest and Additional Interest, if any, up to but excluding the Purchase Date, shall be paid to the Person in whose name a Senior Subordinated Note is
registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Senior Subordinated Notes pursuant to the Asset Sale Offer. 
 (d) Upon the commencement of an Asset Sale Offer, the Issuer shall send, by first-class mail, a notice to each of the Holders, with a copy to the
Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Senior Subordinated Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and holders of Senior
Indebtedness, if required. The notice, which shall govern the terms of the Asset Sale Offer, shall state: 
 (i) that the
Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open; 
 (ii) the Offer Amount, the purchase price and the Purchase Date; 
 (iii) that any Senior Subordinated Note not tendered or accepted for payment shall continue to accrue interest; 
 (iv) that, unless the Issuer defaults in making such payment, any Senior Subordinated Note accepted for payment pursuant to the Asset Sale
Offer shall cease to accrue interest after the Purchase Date; 
 (v) that Holders electing to have a Senior Subordinated Note
purchased pursuant to an Asset Sale Offer may elect to have Senior Subordinated Notes purchased in the minimum amount of $2,000 or an integral multiple of $1,000 in excess thereof only; 
  

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 (vi) that Holders electing to have a Senior Subordinated Note purchased pursuant to any
Asset Sale Offer shall be required to surrender the Senior Subordinated Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Senior Subordinated Note completed, or transfer by book-entry transfer, to the
Issuer, the Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice at least three Business Days before the Purchase Date; 
 (vii) that Holders shall be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be,
receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Senior Subordinated Note the Holder delivered for purchase and a statement that such
Holder is withdrawing his election to have such Senior Subordinated Note purchased; 
 (viii) that, if the aggregate principal
amount of Senior Subordinated Notes and other pari passu Indebtedness surrendered by the holders thereof exceeds the Offer Amount, the Trustee shall select the Senior Subordinated Notes and the agent for such other pari passu
Indebtedness to be purchased shall select such pari passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Senior Subordinated Notes or such other pari passu Indebtedness
tendered (with such adjustments as may be deemed appropriate by the Trustee so that only Senior Subordinated Notes in minimum denominations of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and 
 (ix) that Holders whose Senior Subordinated Notes were purchased only in part shall be issued new Senior Subordinated Notes equal in
principal amount to the unpurchased portion of the Senior Subordinated Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased. 
 (e) On or before the Purchase Date, the Issuer shall, to the extent lawful, (1) accept for payment, on a pro rata basis to the extent
necessary, the Offer Amount of Senior Subordinated Notes or portions thereof validly tendered pursuant to the Asset Sale Offer or, if less than the Offer Amount has been tendered, all Senior Subordinated Notes tendered and (2) deliver or cause
to be delivered to the Trustee the Senior Subordinated Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Senior Subordinated Notes or portions thereof so tendered. 
 (f) The Issuer, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the
purchase price of the Senior Subordinated Notes properly tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Senior Subordinated Note, and the Trustee, upon receipt of a Company Authentication
Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Senior Subordinated Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or
Officer’s Certificate is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Senior Subordinated Note surrendered representing the same indebtedness to the
extent not repurchased; provided that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. Any Senior Subordinated Note not so accepted shall be promptly mailed or delivered by the
Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date. 
 Other than as specifically provided in this Section 3.09 or Section 4.10, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06
hereof. 
  

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 ARTICLE 4 
 COVENANTS 
 Section 4.01 Payment of Senior Subordinated Notes. 
 The Issuer shall pay or cause to be paid the principal of, premium, if any, Additional Interest, if any, and interest on the Senior Subordinated Notes on
the dates and in the manner provided in the Senior Subordinated Notes. Principal, premium, if any, cash Additional Interest, if any, and cash interest, including Cash Interest shall be considered paid on the date due if the Paying Agent, if other
than the Issuer or a Subsidiary, holds as of noon Eastern Time on the due date money deposited by the Issuer in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due. 

The Issuer shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights
Agreement. 
 The Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue
principal at the rate equal to the then applicable interest rate on the Senior Subordinated Notes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of
interest and Additional Interest (without regard to any applicable grace period) at the same rate to the extent lawful. 
 Section 4.02 Maintenance of
Office or Agency. 
 The Issuer shall maintain in the Borough of Manhattan in the City of New York an office or agency (which may be an
office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Senior Subordinated Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Issuer in respect of the
Senior Subordinated Notes and this Indenture may be served. The Issuer shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Issuer shall fail to maintain any
such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. 
 The Issuer may also from time to time designate one or more other offices or agencies where the Senior Subordinated Notes may be presented or surrendered
for any or all such purposes and may from time to time rescind such designations; provided that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain an office or agency in the Borough of
Manhattan in the City of New York or Minneapolis, Minnesota for such purposes. The Issuer shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

 The Issuer hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Issuer in accordance with
Section 2.03 hereof. 
  

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 Section 4.03 Reports and Other Information. 
 (a) Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report
on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer shall file with the SEC (and make available to the Trustee and Holders of the Senior
Subordinated Notes (without exhibits), without cost to any Holder, within 15 days after the Issuer files or would be required to file them with the SEC) from and after the Issue Date, 
 (1) within 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the
filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such
successor or comparable form; 
 (2) within 45 days after the end of each of the first three fiscal quarters of each fiscal
year, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form; 
 (3) promptly from time to time after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or
any successor or comparable form; and 
 (4) any other information, documents and other reports which the Issuer would be
required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; 
 in each case in a manner that complies in all material
respects with the requirements specified in such form; provided that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer shall make available such
information to prospective purchasers of Senior Subordinated Notes, which obligations may be satisfied by posting such reports on the website of the Issuer and its Subsidiaries, in addition to providing such information to the Trustee and the
Holders of the Senior Subordinated Notes, in each case within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act. In addition, to the extent
not satisfied by the foregoing, the Issuer shall, for so long as any Senior Subordinated Notes are outstanding, furnish or otherwise make available to Holders and to securities analysts and prospective investors, upon their request, the information
required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. 
 (b) In the event that any direct or indirect parent company
of the Issuer becomes a Guarantor of the Senior Subordinated Notes, the Issuer may satisfy its obligations under this Section 4.03 with respect to financial information relating to the Issuer by furnishing financial information relating to such
parent; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Issuer and its
Restricted Subsidiaries on a standalone basis, on the other hand. 
 (c) Notwithstanding the foregoing, the requirements of this
Section 4.03 shall be deemed satisfied prior to the commencement of the Exchange Offer or the effectiveness of the Shelf Registration Statement described in the Registration Rights Agreement (1) by the filing with the SEC of the Exchange
Offer Registration Statement or Shelf Registration Statement (or any other similar registration statement), and any amendments thereto, with such financial information that satisfies Regulation S-X, subject to exceptions consistent with the
presentation of financial information in an offering memorandum relating to securities sold in reliance on Rule 144A, to the extent filed within the times specified above, or (2) by posting reports that would be required to be filed
substantially in the form required by the SEC on Issuer’s website (or that of any of its parent companies) or providing such reports to the Trustee 

  

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within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the
Exchange Act containing the financial information (including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section) that would be required to be included in such reports, in each case,
subject to exceptions consistent with the presentation of financial information in an offering memorandum relating to securities sold in reliance on Rule 144A, to the extent filed within the times specified above. 
 Section 4.04 Compliance Certificate. 
 (a) The Issuer
and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) shall deliver to the Trustee, within 90 days after the end of each fiscal year ending after the Initial Issue Date, a certificate from the principal
executive officer, principal financial officer or principal accounting officer stating that a review of the activities of the Issuer and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing
Officer with a view to determining whether the Issuer and each Guarantor has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to such Officer signing such certificate, that to the best of his or
her knowledge the Issuer and each Guarantor has kept, observed, performed and fulfilled each and every condition and covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions,
covenants and conditions of this Indenture (or, if a Default shall have occurred, describing all such Defaults of which he or she may have knowledge and what action the Issuer is taking or proposes to take with respect thereto). 
 (b) When any Default has occurred and is continuing under this Indenture, or if the Trustee or the holder of any other evidence of Indebtedness of the
Issuer or any Subsidiary gives any notice or takes any other action with respect to a claimed Default, the Issuer shall promptly (which shall be no more than five (5) Business Days) deliver to the Trustee by registered or certified mail or by
facsimile transmission an Officer’s Certificate specifying such event and what action the Issuer proposes to take with respect thereto. 
 (c) Within three Business Days following any vote requiring the vote of the Required Holders of Required Debt, the Issuer shall use commercially reasonable efforts to cause the Administrative Agent under the Senior Interim Debt Agreement to
provide written notice to the Trustee of (i) the outstanding principal amount of Required Debt (other than the Senior Subordinated Notes) and (ii) the results of any votes by the Required Holders of Required Debt. In addition, the Issuer
shall use commercially reasonable efforts to cause the Administrative Agent to provide written notice to the Trustee of any other action the Required Holders of Required Debt require the Administrative Agent to undertake at their request, including
without limitation, the declaration of an Event of Default. The Trustee may rely conclusively on the information provided to it by the Administrative Agent, including without limitation, information provided by the Administrative Agent at the
direction of the Required Holders of the Required Debt. 
 Section 4.05 Taxes. 
 The Issuer shall pay, and shall cause each of its Restricted Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental
levies except such as are contested in good faith and by appropriate negotiations or proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders of the Senior Subordinated Notes. 
  

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 Section 4.06 Stay, Extension and Usury Laws. 
 The Issuer and each of the Guarantors covenant (to the extent that they may lawfully do so) that they shall not at any time insist upon, plead, or in any
manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Issuer and each of the
Guarantors (to the extent that they may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and covenant that they shall not, by resort to any such law, hinder, delay or impede the execution of any power herein granted
to the Trustee, but shall suffer and permit the execution of every such power as though no such law has been enacted. 
 Section 4.07 Limitation on
Restricted Payments. 
 (a) 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 payment or distribution on account of the Issuer’s, or any of its
Restricted Subsidiaries’ Equity Interests, including any dividend or distribution payable in connection with any merger or consolidation, other than: 
 (A) dividends or distributions by the Issuer 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 other than a Wholly Owned 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; 
 (II) purchase, redeem, defease or otherwise acquire or retire for
value any Equity Interests of the Issuer or any direct or indirect parent of the Issuer, including in connection with any merger or consolidation; 
 (III) make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value in each case, prior to any scheduled repayment, sinking fund payment or maturity, any Subordinated
Indebtedness, other than: 
 (A) Indebtedness permitted under clauses (7) and (8) of Section 4.09(b) hereof; or

 (B) the purchase, repurchase or other acquisition of Subordinated Indebtedness purchased in anticipation of satisfying a
sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase or acquisition; or 
 (IV) make any Restricted Investment 
  

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 (all such payments and other actions set forth in clauses (I) through (IV) above (other than any exception thereto)
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 4.09(a) hereof; and 
 (3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Issuer and its Restricted
Subsidiaries after the Original Closing Date (including Restricted Payments permitted by clauses (1), (2) (with respect to the payment of dividends on Refunding Capital Stock pursuant to clause (b) thereof only), (6)(c), (9) and
(14) of Section 4.07(b) hereof but excluding all other Restricted Payments permitted by Section 4.07(b) hereof, is less than the sum of (without duplication): 
 (a) 50% of the Consolidated Net Income of the Issuer for the period (taken as one accounting period) beginning July 1, 2007, 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% of such
deficit; plus 
 (b) 100% of the aggregate net cash proceeds and the fair market value, as determined in good faith by
the Issuer, of marketable securities or other property received by the Issuer since immediately after the Original Closing Date (other than net cash proceeds to the extent such net cash proceeds have been used to incur Indebtedness, Disqualified
Stock or Preferred Stock pursuant to clause (12)(a) of Section 4.09(b) hereof) from the issue or sale of: 
 (i)
(A) Equity Interests of the Issuer, including Treasury Capital Stock, but excluding cash proceeds and the fair market value, as determined in good faith by the Issuer, of marketable securities or other property received from the sale of:

 (x) Equity Interests to any former, current or future employees, directors or consultants of the Issuer, any direct or
indirect parent company of the Issuer and the Issuer’s Subsidiaries after the Original Closing Date to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of Section 4.07(b); and

 (y) Designated Preferred Stock; and 
 (B) to the extent such net cash proceeds are actually contributed to the Issuer, Equity Interests of the Issuer’s direct or indirect
parent companies (excluding contributions of the proceeds from the sale of Designated Preferred Stock of such companies or contributions to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of
Section 4.07(b) hereof); or 
 (ii) debt securities of the Issuer that have been converted into or exchanged for such
Equity Interests of the Issuer; 
  

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 provided, however, that this clause (b) shall not include the proceeds from
(V) Refunding Capital Stock, (W) Equity Interests or convertible debt securities of the Issuer sold to a Restricted Subsidiary, as the case may be, (X) Disqualified Stock or debt securities that have been converted into Disqualified
Stock or (Y) Excluded Contributions; plus 
 (c) 100% of the aggregate amount of cash and the fair market value,
as determined in good faith by the Issuer, of marketable securities or other property contributed to the capital of the Issuer following the Original Closing Date (other than net cash proceeds to the extent such net cash proceeds (i) have been
used to incur Indebtedness, Disqualified Stock or Preferred Stock pursuant to clause (12)(a) of Section 4.09(b) hereof, (ii) are contributed by a Restricted Subsidiary, or (iii) constitute Excluded Contributions); plus

 (d) 100% of the aggregate amount received in cash and the fair market value, as determined in good faith by the Issuer, of
marketable securities or other property received by means of: 
 (i) the sale or other disposition (other than to the Issuer
or a Restricted Subsidiary) of Restricted Investments made by the Issuer or its Restricted Subsidiaries and repurchases and redemptions of such Restricted Investments from the Issuer or its Restricted Subsidiaries and repayments of loans or
advances, and releases of guarantees, which constitute Restricted Investments by the Issuer or its Restricted Subsidiaries, in each case after the Original Closing Date; or 
 (ii) the sale (other than to the Issuer or a Restricted Subsidiary) of the stock of an Unrestricted Subsidiary or a distribution from an
Unrestricted Subsidiary (other than in each case to the extent the Investment in such Unrestricted Subsidiary was made by the Issuer or a Restricted Subsidiary pursuant to clause (7) of Section 4.07(b) hereof or to the extent such
Investment constituted a Permitted Investment) or a dividend from an Unrestricted Subsidiary after the Original Closing Date; plus 
 (e) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary after the Original Closing Date, the fair market value of the Investment in such Unrestricted Subsidiary, as determined by
the Issuer in good faith (or if such fair market value exceeds $250.0 million, in writing by an Independent Financial Advisor), at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary other than to the extent
the Investment in such Unrestricted Subsidiary was made by the Issuer or a Restricted Subsidiary pursuant to clause (7) of Section 4.07(b) or to the extent such Investment constituted a Permitted Investment. 
 (b) The foregoing provisions of Section 4.07(a) shall not prohibit: 
 (1) the payment of any dividend or distribution within 60 days after the date of declaration thereof, if at the date of declaration such
payment would have complied with the provisions of this Indenture; 
  

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 (2) (a) the redemption, repurchase, defeasance, retirement or other acquisition of
any Equity Interests (“Treasury Capital Stock”) or Subordinated Indebtedness of the Issuer or any Equity Interests of any direct or indirect parent company of the Issuer, in exchange for, or out of the proceeds of the substantially
concurrent sale (other than to a Restricted Subsidiary) of, Equity Interests of the Issuer or any direct or indirect parent company of the Issuer to the extent contributed to the Issuer (in each case, other than any Disqualified Stock)
(“Refunding Capital Stock”) and (b) if immediately prior to the retirement of Treasury Capital Stock, the declaration and payment of dividends thereon was permitted under clause (6) of this Section 4.07(b), the
declaration and payment of dividends on the Refunding Capital Stock (other than Refunding Capital Stock the proceeds of which were used to redeem, repurchase, retire or otherwise acquire any Equity Interests of any direct or indirect parent company
of 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 Treasury Capital Stock immediately prior to such retirement; 
 (3) the defeasance, redemption, repurchase or other acquisition or retirement of Subordinated Indebtedness of the Issuer or any Restricted
Subsidiary made in exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness of the Issuer or any Restricted Subsidiary, as the case may be, which is incurred in compliance with Section 4.09 hereof so long
as: 
 (a) the principal amount (or accreted value) of such new Indebtedness does not exceed the principal amount of (or
accreted value, if applicable), plus any accrued and unpaid interest on, the Subordinated Indebtedness being so redeemed, repurchased, defeased, acquired or retired for value, plus the amount of any reasonable premium (including reasonable tender
premiums), defeasance costs and any reasonable fees and expenses incurred in connection with the issuance of such new Indebtedness; 
 (b) such new Indebtedness is subordinated to the Senior Subordinated Notes or the applicable Guarantee at least to the same extent as such Subordinated Indebtedness so purchased, exchanged, redeemed, repurchased, defeased, acquired or
retired for value; 
 (c) such new Indebtedness has a final scheduled maturity date equal to or later than the final scheduled
maturity date of the Subordinated Indebtedness being so redeemed, repurchased, defeased, acquired or retired; and 
 (d) such
new Indebtedness has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of the Subordinated Indebtedness being so redeemed, repurchased, defeased, acquired or retired; 
 (4) a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests (other
than Disqualified Stock) of the Issuer or any of its direct or indirect parent companies held by any future, present or former employee, director or consultant of the Issuer, any of its Subsidiaries or any of its direct or indirect parent companies
pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement, including any Equity Interests rolled over by management of the Issuer or any of its direct or indirect parent companies in
connection with the Transactions; provided, however, that the aggregate Restricted Payments made under this clause (4) do not exceed in any calendar year $75.0 million (which shall increase to $150.0 million subsequent to the
consummation of an underwritten public Equity Offering by the Issuer or any direct or indirect parent entity of the Issuer) (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum (without
giving effect to the following 

  

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proviso) of $150.0 million in any calendar year (which shall increase to $300.0 million subsequent to the consummation of an underwritten public Equity
Offering by the Issuer or any direct or indirect parent corporation of the Issuer)); provided further that such amount in any calendar year may be increased by an amount not to exceed: 
 (a) the cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of the Issuer and, to the extent contributed to
the Issuer, Equity Interests of any of the Issuer’s direct or indirect parent companies, in each case to members of management, directors or consultants of the Issuer, any of its Subsidiaries or any of its direct or indirect parent companies
that occurs after the Original Closing Date, to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments by virtue of Section 4.07(a)(3); plus 

(b) the cash proceeds of key man life insurance policies received by the Issuer or its Restricted Subsidiaries after the Original
Closing Date; less 
 (c) the amount of any Restricted Payments previously made with the cash proceeds described in
clauses (a) and (b) of this clause (4); 
 and provided, further, that cancellation of Indebtedness owing to the
Issuer or any Restricted Subsidiary from members of management of the Issuer, any of the Issuer’s direct or indirect parent companies or any of the Issuer’s Restricted Subsidiaries in connection with a repurchase of Equity Interests of the
Issuer or any of its direct or indirect parent companies will not be deemed to constitute a Restricted Payment for purposes of this Section 4.07 or any other provision of this Indenture; 
 (5) the declaration and payment of dividends to holders of any class or series of Disqualified Stock of the Issuer or any of its
Restricted Subsidiaries or any class or series of Preferred Stock of any Restricted Subsidiary or any class or series of Preferred Stock of a Restricted Subsidiary issued in accordance with Section 4.09 hereof to the extent such dividends are
included in the definition of “Fixed Charges”; 
 (6) (a) the declaration and payment of dividends to holders
of any class or series of Designated Preferred Stock (other than Disqualified Stock) issued by the Issuer after the Issue Date; 
 (b) the declaration and payment of dividends to a direct or indirect parent company 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 such parent corporation issued after the Issue Date; provided that the amount of dividends paid pursuant to this clause (b) shall not exceed the aggregate amount of cash actually contributed to the Issuer from
the sale of such Designated Preferred Stock; or 
 (c) the declaration and payment of dividends on Refunding Capital Stock
that is Preferred Stock in excess of the dividends declarable and payable thereon pursuant to clause (2) of this Section 4.07(b); 
 provided, however, in the case of each of (a) and (c) of this clause (6), that for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the
date of issuance of such Designated Preferred Stock or the declaration of such dividends on Refunding Capital Stock that is Preferred Stock, after giving effect to such issuance or declaration on a pro forma basis, the Issuer and its
Restricted Subsidiaries on a consolidated basis would have had a Fixed Charge Coverage Ratio of at least 2.00 to 1.00; 
  

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 (7) Investments in Unrestricted Subsidiaries having an aggregate fair market value, taken
together with all other Investments made pursuant to this clause (7) that are at the time outstanding, without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable
securities, not to exceed 1.0% of the Issuer’s Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value); 
 (8) 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; 
 (9) the declaration and payment of dividends on the
Issuer’s common stock (or the payment of dividends to any direct or indirect parent entity to fund a payment of dividends on such entity’s common stock), following consummation of the first public offering of the Issuer’s common stock
or the common stock of any of its direct or indirect parent companies after the Issue Date, of up to 6% per annum of the net cash proceeds received by or contributed to the Issuer in or from any such public offering, other than public offerings
with respect to the Issuer’s common stock registered on Form S-4 or Form S-8 and other than any public sale constituting an Excluded Contribution; 
 (10) Restricted Payments that are made with Excluded Contributions; 
 (11) other Restricted
Payments in an aggregate amount taken together with all other Restricted Payments made pursuant to this clause (11) not to exceed 2.0% of the Issuer’s Total Assets at the time made; 
 (12) distributions or payments of Receivables Fees; 
 (13) any Restricted Payment made in connection with the Transactions and the fees and expenses related thereto or used to fund amounts
owed to Affiliates (including dividends to any direct or indirect parent of the Issuer to permit payment by such parent of such amount), in each case to the extent permitted by Section 4.11 hereof; 
 (14) the repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness in accordance with
provisions similar to those described under Sections 4.10 and 4.14 hereof; provided that all Senior Subordinated Notes tendered by Holders in connection with a Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased,
redeemed or acquired for value; 
 (15) the declaration and payment of dividends or distributions by the Issuer to, or the
making of loans to, any direct or indirect parent in amounts required for any direct or indirect parent companies to pay, in each case without duplication, 
 (a) franchise and excise taxes and other fees, taxes and expenses required to maintain their corporate existence; 
  

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 (b) foreign, federal, state and local income taxes, to the extent such income taxes are
attributable to the income of the Issuer and its Restricted Subsidiaries and, to the extent of the amount actually received from its Unrestricted Subsidiaries, in amounts required to pay such taxes to the extent attributable to the income of such
Unrestricted Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Issuer, its Restricted Subsidiaries and its Unrestricted Subsidiaries (to the extent described above)
would be required to pay in respect of foreign, federal, state and local taxes for such fiscal year were the Issuer, its Restricted Subsidiaries and its Unrestricted Subsidiaries (to the extent described above) to pay such taxes separately from any
such parent entity; 
 (c) customary salary, bonus and other benefits payable to officers and employees of any direct or
indirect parent company of the Issuer to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of the Issuer and its Restricted Subsidiaries; 
 (d) general corporate operating and overhead costs and expenses of any direct or indirect parent company of the Issuer to the extent such
costs and expenses are attributable to the ownership or operation of the Issuer and its Restricted Subsidiaries; and 
 (e)
fees and expenses other than to Affiliates of the Issuer related to any unsuccessful equity or debt offering of such parent entity; 
 (16) the distribution, by dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed to the Issuer or a Restricted Subsidiary by, Unrestricted Subsidiaries (other than Unrestricted Subsidiaries, the primary assets of which
are cash and/or Cash Equivalents); 
 provided, however, that at the time of, and after giving effect to, any Restricted Payment permitted
under clauses (11) and (16) of this Section 4.07(b) no Default shall have occurred and be continuing or would occur as a consequence thereof. 
 (c) The Issuer shall not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the last sentence of the definition of “Unrestricted Subsidiary.” For purposes of designating
any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Issuer and its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated shall be deemed to be Restricted Payments in an amount
determined as set forth in the last sentence of the definition of “Investments.” Such designation shall be permitted only if a Restricted Payment in such amount would be permitted at such time, whether pursuant to Section 4.07(a)
hereof or under clause (7), (10) or (11) of Section 4.07(b), or pursuant to the definition of “Permitted Investments,” and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. 
 (d) Notwithstanding clauses (a), (b) and (c) of this Section 4.07, the Issuer shall not, and shall not permit any of its Restricted
Subsidiaries to, pay any cash dividend or make any cash distribution on or in respect of the Issuer’s Capital Stock or purchase for cash or otherwise acquire for cash any Capital Stock of the Issuer or any direct or indirect parent of the
Issuer, for the purpose of paying any cash dividend or making any cash distribution to, or acquiring Capital Stock of any direct or indirect parent of the Issuer for cash from, the Investors, or guarantee any Indebtedness of any Affiliate of the
Issuer for the purpose of paying such dividend, making such distribution or so acquiring such Capital Stock to or from the Investors, in each case by means of utilization of the cumulative 

  

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Restricted Payment credit provided by Section 4.07(a), or the exceptions provided by clauses (1), (7) or (11) of Section 4.07(b) hereof
or clauses (8), (10) or (13) of the definition of “Permitted Investments”, unless (x) at the time and after giving effect to such payment, the Consolidated Leverage Ratio of the Issuer (including for this purpose
Indebtedness of the direct and/or indirect parent company of the Issuer) would be equal to or less than 7.50 to 1.00 and (y) such payment is otherwise in compliance with this covenant. 
 Section 4.08 Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. 
 (a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise
cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: 
 (1) (A) pay dividends or make any other distributions to the Issuer or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or

 (B) pay any Indebtedness owed to the Issuer or any of its Restricted Subsidiaries; 
 (2) make loans or advances to the Issuer or any of its Restricted Subsidiaries; or 
 (3) sell, lease or transfer any of its properties or assets to the Issuer or any of its Restricted Subsidiaries. 
 (b) The restrictions in Section 4.08(a) hereof shall not apply to encumbrances or restrictions existing under or by reason of: 
 (1) contractual encumbrances or restrictions in effect on the Issue Date
(including, without limitation, the 9 7/8% Notes and the guarantees thereof) other than those in clauses (3) and
(4) hereof; 
 (2) this Indenture, the Senior Subordinated Notes and the Guarantees; 
 (3) the Holdco Indenture and the Holdco Notes; 
 (4) the Senior Indenture, the Senior Notes and the related guarantees; 
 (5) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose
restrictions of the nature discussed in clause (3) of Section 4.08(a) hereof on the property so acquired; 
 (6)
applicable law or any applicable rule, regulation or order; 
 (7) any agreement or other instrument of a Person acquired by
the Issuer or any Restricted Subsidiary in existence at the time of such acquisition or at the time it merges with or into the Issuer or any of its Restricted Subsidiaries or assumed in connection with the acquisition of assets from such Person
(but, in any such case, not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the
Person and its Subsidiaries, so acquired or the property or assets assumed; 
  

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 (8) contracts for the sale of assets, including customary restrictions with respect to a
Subsidiary of the Issuer pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary; 
 (9) Secured Indebtedness otherwise permitted to be incurred pursuant to Section 4.09 hereof and Section 4.12 hereof that limits
the right of the debtor to dispose of the assets securing such Indebtedness; 
 (10) restrictions on cash or other deposits or
net worth imposed by customers under contracts entered into in the ordinary course of business; 
 (11) other Indebtedness,
Disqualified Stock or Preferred Stock of Foreign Subsidiaries permitted to be incurred subsequent to the Issue Date pursuant to Section 4.09 hereof; 
 (12) customary provisions in joint venture agreements and other agreements or arrangements relating solely to such joint venture; 
 (13) customary provisions contained in leases or licenses of intellectual property and other agreements, in each case, entered into in the
ordinary course of business; 
 (14) restrictions or conditions contained in any trading, netting, operating, construction,
service, supply, purchase or other agreement to which the Issuer or any of its Restricted Subsidiaries is a party entered into in the ordinary course of business, in each case so long as such agreement prohibits the encumbrance of solely the
property or assets of the Issuer or such Restricted Subsidiary that are the subject of such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Issuer or such Restricted
Subsidiary or the assets or property of any other Restricted Subsidiary; 
 (15) restrictions created in connection with any
Receivables Facility that, in the good faith determination of the Issuer are necessary or advisable to effect the transactions contemplated under such Receivables Facility; and 
 (16) any encumbrances or restrictions of the type referred to in clauses (1), (2) and (3) of Section 4.08(a) hereof imposed
by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (15) of this Section 4.08(b);
provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuer, not materially more restrictive with respect to such
encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. 
 Section 4.09 Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. 
 (a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise
(collectively, “incur” and collectively, an “incurrence”), with respect to any Indebtedness (including Acquired Indebtedness), and the Issuer shall not issue any shares 

  

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of Disqualified Stock and shall not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided,
however, that the Issuer may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any of its Restricted Subsidiaries may incur Indebtedness (including Acquired Indebtedness), issue shares of
Disqualified Stock and issue shares of Preferred Stock, if the Fixed Charge Coverage Ratio on a consolidated basis for the Issuer and its Restricted Subsidiaries’ most recently ended four fiscal quarters for which internal financial statements
are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro
forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at
the beginning of such four-quarter period; provided, further, that Restricted Subsidiaries that are not Guarantors may not incur Indebtedness or issue shares of Disqualified Stock or Preferred Stock if, after giving pro forma
effect to such incurrence or issuance (including a pro forma application of the net proceeds therefrom), more than an aggregate of $2,000.0 million of Indebtedness or Disqualified Stock or Preferred Stock of Restricted Subsidiaries that
are not Guarantors would be outstanding pursuant to this Section 4.09(a) and clauses (12)(b) and (14) of Section 4.09(b) at such time. 
 (b) The provisions of Section 4.09(a) hereof shall not apply to: 
 (1) the incurrence of
Indebtedness under Credit Facilities by the Issuer or any of its Restricted Subsidiaries and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed
to have a principal amount equal to the face amount thereof), up to an aggregate principal amount of $16,500.0 million outstanding at any one time; 
 (2) the incurrence by the Issuer and any Guarantor of Indebtedness represented by (a) the Senior Subordinated Notes (including any Guarantee) (other than any Additional Senior Subordinated Notes and any Exchange
Notes (including Guarantees thereof)), (b) the Senior Interim Debt Agreement (including any guarantees thereof), (c) the Senior Subordinated Interim Debt Agreement (including any guarantees thereof), (d) the 9-7/8% Notes (including
any guarantees thereof) and (e) the Senior Notes (including any guarantees thereof); 
 (3) Indebtedness of the Issuer
and its Restricted Subsidiaries in existence on the Original Closing Date (other than Indebtedness described in clauses (1) and (2), of this Section 4.09(b)); 
 (4) Indebtedness (including Capitalized Lease Obligations), Disqualified Stock and Preferred Stock incurred by the Issuer or any of its
Restricted Subsidiaries, to finance the purchase, lease, improvement, development or construction of property (real or personal), equipment or other fixed or capital assets that are used or useful in a Similar Business, whether through the direct
purchase of assets or the Capital Stock of any Person owning such assets; provided that the aggregate amount of Indebtedness, Disqualified Stock and Preferred Stock incurred pursuant to this clause (4), when aggregated with the outstanding
amount of Indebtedness under clause (13) incurred to refinance Indebtedness initially incurred in reliance on this clause (4), does not exceed 4.0% of the Issuer’s Total Assets at any one time outstanding so long as such Indebtedness
exists at the date of such purchase, lease or improvement or is created within 270 days thereafter; 
  

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 (5) Indebtedness incurred by the Issuer or any of its Restricted Subsidiaries
constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including letters of credit in respect of workers’ compensation or employee health claims, or other Indebtedness with respect to
reimbursement-type obligations regarding workers’ compensation or employee health claims; provided that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days
following such drawing or incurrence; 
 (6) Indebtedness arising from agreements of the Issuer or its Restricted Subsidiaries
providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any
Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; provided that such Indebtedness is not reflected on the balance sheet of the Issuer or any of its Restricted
Subsidiaries (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (6)); 
 (7) Indebtedness of the Issuer to a Restricted Subsidiary; provided that any such Indebtedness having a term exceeding 364 days
owing to a Restricted Subsidiary that is not a Guarantor is expressly subordinated in right of payment to the Senior Subordinated Notes; provided, further, that any subsequent issuance or transfer of any Capital Stock or any other
event which results in any 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) shall be deemed, in each case, to be an
incurrence of such Indebtedness; 
 (8) Indebtedness of a Restricted Subsidiary to the Issuer or another Restricted
Subsidiary; provided that if a Guarantor incurs such Indebtedness having a term exceeding 364 days owing to a Restricted Subsidiary that is not a Guarantor, such Indebtedness is expressly subordinated in right of payment to the Guarantee of
the Senior Subordinated Notes of such Guarantor; provided, further, that any subsequent transfer of any such Indebtedness (except to the Issuer or another Restricted Subsidiary) shall be deemed, in each case, to be an incurrence of
such Indebtedness not permitted by this clause (8); 
 (9) 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 such 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 such shares of Preferred Stock not permitted by this clause (9); 
 (10) Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes) for the purpose of limiting interest rate
risk with respect to any Indebtedness permitted to be incurred pursuant to this Section 4.09, exchange rate risk or commodity pricing risk; 
 (11) obligations in respect of performance, bid, appeal and surety bonds and completion guarantees provided by the Issuer or any of its Restricted Subsidiaries in the ordinary course of business; 
 (12) (a) Indebtedness or Disqualified Stock of the Issuer and Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or
any Restricted Subsidiary equal to 200.0% of the net cash proceeds received by the Issuer since immediately after the Original Closing Date from the issue or sale of Equity Interests of the Issuer or cash contributed to the capital of the Issuer (in
each case, other than Excluded Contributions or proceeds of Disqualified Stock or sales of Equity Interests to the Issuer 

  

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or any of its Subsidiaries) as determined in accordance with clauses (3)(b) and (3)(c) of Section 4.07(a) hereof 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 4.07(b) hereof or to make Permitted Investments (other than Permitted
Investments specified in clauses (1) and (3) of the definition thereof); and 
 (b) Indebtedness or
Disqualified Stock of the Issuer and Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or any Restricted Subsidiary not otherwise permitted hereunder in an aggregate principal amount or liquidation preference, which when aggregated
with the principal amount and liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and incurred pursuant to this clause (12)(b), does not at any one time outstanding exceed $1,000.0
million; provided, however, that on a pro forma basis, together with any amounts incurred and outstanding by Restricted Subsidiaries that are not Guarantors pursuant to the second proviso to Section 4.09(a) and clause
(14) of this Section 4.09(b), no more than $2,000.0 million of Indebtedness, Disqualified Stock or Preferred Stock at any one time outstanding and incurred pursuant to this clause (12)(b) shall be incurred by Restricted
Subsidiaries that are not Guarantors (it being understood that any Indebtedness, Disqualified Stock or Preferred Stock incurred pursuant to this clause (12)(b) shall cease to be deemed incurred or outstanding for purposes of this
clause (12)(b) but shall be deemed incurred for the purposes of Section 4.09(a) hereof from and after the first date on which the Issuer or such Restricted Subsidiary could have incurred such Indebtedness, Disqualified Stock or Preferred
Stock under Section 4.09(a) hereof without reliance on this clause (12)(b)); 
 (13) the incurrence or issuance by
the Issuer or any Restricted Subsidiary of Indebtedness, Disqualified Stock or Preferred Stock which serves to refund, refinance, replace, renew, extend or defease any Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or any
Restricted Subsidiary incurred as permitted under Section 4.09(a) hereof and clauses (2), (3), (4) and (12)(a) of this Section 4.09(b) above, this clause (13) and clause (14) of this Section 4.09(b) or any
Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or any Restricted Subsidiary issued to so refund or refinance such Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or any Restricted Subsidiary including additional
Indebtedness, Disqualified Stock or Preferred Stock incurred to pay premiums (including reasonable tender premiums), defeasance costs and fees in connection therewith (the “Refinancing Indebtedness”) prior to its respective
maturity; provided, however, that such Refinancing Indebtedness: 
 (a) has a Weighted Average Life to Maturity
at the time such Refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock being refunded, refinanced, replaced, renewed or defeased,

 (b) to the extent such Refinancing Indebtedness refinances (i) Indebtedness subordinated or pari passu to the
Senior Subordinated Notes or any Guarantee thereof, such Refinancing Indebtedness is subordinated or pari passu to the Senior Subordinated Notes or the Guarantee at least to the same extent as the Indebtedness being refinanced or refunded or
(ii) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness must be Disqualified Stock or Preferred Stock, respectively, and 
  

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 (c) shall not include Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary
of the Issuer that is not a Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or a Guarantor; 
 and
provided further, that subclause (a) of this clause (13) will not apply to any refunding or refinancing of any Senior Indebtedness; 
 (14) Indebtedness, Disqualified Stock or Preferred Stock of (x) the Issuer or a Restricted Subsidiary incurred to finance an acquisition or (y) Persons that are acquired by the Issuer or any Restricted
Subsidiary or merged into the Issuer or a Restricted Subsidiary in accordance with the terms of this Indenture; provided that after giving effect to such acquisition or merger, either 
 (a) 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 4.09(a) hereof, or 
 (b) the Fixed Charge Coverage Ratio of the Issuer and its Restricted Subsidiaries
is greater than immediately prior to such acquisition or merger; 
 provided, however, that on a pro forma basis,
together with amounts incurred and outstanding pursuant to the second proviso to Section 4.09(a) and clause (12)(b) of this Section 4.09(b), no more than $2,000.0 million of Indebtedness, Disqualified Stock or Preferred Stock at
any one time outstanding and incurred by Restricted Subsidiaries that are not Guarantors pursuant to this clause (14) shall be incurred and outstanding; 
 (15) 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; 
 (16) Indebtedness of the Issuer or any of its Restricted Subsidiaries supported by a letter of credit issued pursuant to the Credit Facilities, in a principal amount not in excess of the stated amount of such letter
of credit; 
 (17) (a) any guarantee by the Issuer or a Restricted Subsidiary of Indebtedness or other obligations of any
Restricted Subsidiary, so long as the incurrence of such Indebtedness incurred by such Restricted Subsidiary is permitted under the terms of this Indenture, or (b) any guarantee by a Restricted Subsidiary of Indebtedness of the Issuer;
provided that such guarantee is incurred in accordance with Section 4.15 hereof; 
 (18) Indebtedness of Foreign
Subsidiaries of the Issuer in an amount not to exceed at any one time outstanding and together with any other Indebtedness incurred under this clause (18) 5.0% of the Total Assets of the Foreign Subsidiaries (it being understood that any
Indebtedness incurred pursuant to this clause (18) shall cease to be deemed incurred or outstanding for purposes of this clause (18) but shall be deemed incurred for the purposes of Section 4.09(a) hereof from and after the first date
on which the Issuer or such Restricted Subsidiaries could have incurred such Indebtedness under Section 4.09(a) hereof without reliance on this clause (18)); 
  

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 (19) Indebtedness of the Issuer or any of its Restricted Subsidiaries consisting of
(i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements, in each case, incurred in the ordinary course of business; 
 (20) Indebtedness consisting of Indebtedness issued by the Issuer or any of its Restricted Subsidiaries to current or former officers,
directors and employees 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 company of the Issuer to the extent described
in clause (4) of Section 4.07(b) hereof; 
 (21) customer deposits and advance payments received in the ordinary
course of business from customers for goods and services purchased in the ordinary course of business; 
 (22) Indebtedness
owed on a short-term basis of no longer than 30 days to banks and other financial institutions incurred in the ordinary course of business of the Issuer and its Restricted Subsidiaries with such banks or financial institutions that arises in
connection with ordinary banking arrangements to manage cash balances of the Issuer and its Restricted Subsidiaries; and 
 (23) Indebtedness of the Issuer or any of its Restricted Subsidiaries undertaken in connection with cash management and related activities with respect to any Subsidiary or joint venture in the ordinary course of business. 
 (c) For purposes of determining compliance with this Section 4.09: 
 (x) in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) meets the criteria of more
than one of the categories of permitted Indebtedness, Disqualified Stock or Preferred Stock described in clauses (1) through (23) of this Section 4.09(b) or is entitled to be incurred pursuant to Section 4.09(a) hereof, the
Issuer, in its sole discretion, shall classify or reclassify such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) and shall only be required to include the amount and type of such Indebtedness, Disqualified Stock
or Preferred Stock in clauses (1) through (23) of this Section 4.09(b) or under Section 4.09(a) hereof; provided that all Indebtedness outstanding under the Credit Facilities on the Issue Date shall be treated as incurred
on the Issue Date under clause (1) of Section 4.09(b) hereof; and 
 (y) at the time of incurrence, the Issuer will
be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in Sections 4.09(a) and 4.09(b) hereof. 
 (d) Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discounts and the payment of interest or dividends in the form of additional Indebtedness,
Disqualified Stock or Preferred Stock shall not be deemed to be an incurrence of Indebtedness, Disqualified Stock or Preferred Stock for purposes of this Section 4.09. 
 (e) For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent
principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of
revolving credit debt; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign 

  

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currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange
rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such
Indebtedness being refinanced. 
 The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a
different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing.

 Section 4.10 Asset Sales. 
 (a) The
Issuer shall not, and shall not permit any of its Restricted Subsidiaries to consummate, directly or indirectly, an Asset Sale, unless: 
 (1) the Issuer or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the Issuer) of the assets
sold or otherwise disposed of; and 
 (2) except in the case of a Permitted Asset Swap, at least 75% of the consideration
therefor received by the Issuer or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of: 
 (A) any liabilities (as reflected in the Issuer’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes
thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Issuer or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual
have taken place on the date of such balance sheet, as determined by the Issuer) of the Issuer or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Senior Subordinated Notes, that are assumed by the
transferee of any such assets and for which the Issuer and all of its Restricted Subsidiaries have been validly released by all creditors in writing, 
 (B) any securities, notes or other obligations 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 (to the
extent of the cash received) within 180 days following the closing of such Asset Sale, and 
 (C) any Designated Non-cash
Consideration received by the Issuer or such Restricted Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (C) that is at that
time outstanding, not to exceed 5% of the Issuer’s 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 for purposes of this provision and for no
other purpose. 
  

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

 (A) Obligations under Senior Indebtedness permitted by the Indenture, and to correspondingly reduce commitments with
respect thereto; 
 (B) Obligations under other Senior Subordinated Indebtedness (and to correspondingly reduce commitments
with respect thereto) through open market purchases or by making an Asset Sale Offer in accordance with the procedures set forth below; provided that to the extent the Issuer or such Restricted Subsidiary reduces or makes an offer to prepay,
as applicable, Obligations under Senior Subordinated Indebtedness other than the Senior Subordinated Notes, including by making an offer (in accordance with the procedures set forth in Section 9.8 of the Senior Subordinated Interim Debt
Agreement), the Issuer shall equally and ratably make an offer to purchase the Senior Subordinated Notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the amount of the Senior Subordinated Notes
that would otherwise be prepaid; or 
 (C) Indebtedness of a Restricted Subsidiary that is not a Guarantor, other than
Indebtedness owed to the Issuer or another Restricted Subsidiary (or any Affiliate thereof); 
 (2) to make (a) an
Investment in any one or more businesses, provided that if such business is not a Restricted Subsidiary, such Investment is in the form of the acquisition of Capital Stock and results in the Issuer or another of its Restricted Subsidiaries,
as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (b) an Investment in properties (c) capital expenditures or (d) acquisitions of other assets, in each of
clauses (a) through (d), that are used or useful in a Similar Business or that replace the businesses, properties and/or assets that are the subject of such Asset Sale; 
 provided that, in the case of this clause (2), a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment so long as the Issuer or such other
Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Proceeds will be applied to satisfy such commitment within 180 days of such commitment (an “Acceptable Commitment”) and, in the event
any Acceptable Commitment is later cancelled or terminated for any reason before the Net Proceeds are applied in connection therewith, the Issuer or such Restricted Subsidiary enters into another Acceptable Commitment (a “Second
Commitment”) within 180 days of such cancellation or termination; provided further, that if any Second Commitment is later cancelled or terminated for any reason before such Net Proceeds are applied, then such Net
Proceeds shall constitute Excess Proceeds. 
 (c) Any Net Proceeds from Asset Sales that are not invested or applied as provided and within
the time period set forth in Section 4.10(b) shall be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $200.0 million, the Issuer shall make an offer to all Holders of the Senior
Subordinated Notes and to the Lenders of the Senior Subordinated Interim Debt, as applicable, and, if required or permitted by the terms of any Senior Indebtedness, to the holders of such Senior Indebtedness (an “Asset Sale Offer”),
to purchase the maximum aggregate principal amount of the Senior Subordinated Notes or Senior Subordinated Interim Debt, as applicable, and such Senior Indebtedness that is a minimum of $2,000 or an integral 

  

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multiple of $1,000 in excess thereof that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal
amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture. The Issuer will commence an Asset Sale Offer with
respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceed $200.0 million by mailing the notice required pursuant to the terms of this Indenture and the Senior Subordinated Interim Debt Agreement, with a copy
to the Trustee. 
 To the extent that the aggregate amount of Senior Subordinated Notes or Senior Subordinated Interim Debt, as applicable,
and any other Senior Subordinated Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuer may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in this
Indenture or the Senior Subordinated Notes or Senior Subordinated Interim Debt Agreement, as applicable. If the aggregate principal amount of Senior Subordinated Notes or Senior Subordinated Interim Debt, as applicable, or the Senior Subordinated
Indebtedness surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Senior Subordinated Notes and Senior Subordinated Interim Debt, as applicable, and such other Senior Subordinated Indebtedness to be
purchased on a pro rata basis based on the accreted value or principal amount of the Senior Subordinated Notes or Senior Subordinated Interim Debt, as applicable, or such Senior Subordinated Indebtedness tendered. Upon completion of any such Asset
Sale Offer, the amount of Excess Proceeds shall be reset at zero. Additionally, the Issuer may, at its option, make an Asset Sale Offer using proceeds from any Asset Sale at any time after consummation of such Asset Sale; provided that such
Asset Sale Offer shall be in an aggregate amount of not less than $25.0 million. Upon consummation of such Asset Sale Offer, any Net Proceeds not required to be used to purchase Senior Subordinated Notes or Senior Subordinated Interim Debt, as
applicable, shall not be deemed Excess Proceeds. 
 (d) Pending the final application of any Net Proceeds pursuant to this Section 4.10,
the holder of such Net Proceeds may apply such Net Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility or otherwise invest such Net Proceeds in any manner not prohibited by this Indenture. 
 (e) The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the
extent such laws or regulations are applicable in connection with the repurchase of the Senior Subordinated Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions
of this Indenture, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in this Indenture by virtue thereof. 
 Section 4.11 Transactions with Affiliates. 
 (a) The
Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or
amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Issuer (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or
consideration in excess of $40.0 million, unless: 
 (1) such Affiliate Transaction is on terms that are not materially
less favorable to the Issuer or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis; and

  

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 (2) the Issuer delivers to the Trustee with respect to any Affiliate Transaction or
series of related Affiliate Transactions involving aggregate payments or consideration in excess of $80.0 million, a resolution adopted by the majority of the board of directors of the Issuer approving such Affiliate Transaction and set forth
in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (1) of this Section 4.11(a). 
 (b) The provisions of Section 4.11(a) hereof shall not apply to the following: 
 (1) transactions between or
among the Issuer or any of its Restricted Subsidiaries; 
 (2) Restricted Payments permitted by Section 4.07 hereof and
the definition of “Permitted Investments”; 
 (3) the payment of management, consulting, monitoring and advisory
fees and related expenses to the Investors pursuant to the Sponsor Management Agreement (plus any unpaid management, consulting, monitoring and advisory fees and related expenses accrued in any prior year) and the termination fees pursuant to the
Sponsor Management Agreement, in each case as in effect on the Issue Date, or any amendment thereto (so long as any such amendment is not, in the good faith judgment of the board of directors of the Issuer, disadvantageous to the Holders when taken
as a whole compared to the Sponsor Management Agreement as in effect on the Issue Date); 
 (4) the payment of reasonable and
customary fees paid to, and indemnities provided for the benefit of, former, current or future officers, directors, employees or consultants of Issuer, any of its direct or indirect parent companies or any of its Restricted Subsidiaries; 

(5) transactions in which the Issuer or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from
an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable to the Issuer or its relevant Restricted
Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis; 
 (6) any agreement or arrangement as in effect as of the Issue Date, or any amendment thereto (so long as any such amendment is not
disadvantageous to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date); 
 (7) the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement or its equivalent (including any registration rights agreement or purchase
agreement related thereto) to which it is a party as of the Issue Date and any similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer or any of its Restricted
Subsidiaries of obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Issue Date shall only be permitted by this clause (7) to the extent that the terms of any such amendment
or new agreement are not otherwise disadvantageous to the Holders when taken as a whole; 
  

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 (8) the Transactions, the offering of the 9-7/8% Notes, the offering of the Senior Notes
and the offering of the Senior Subordinated Notes and the payment of all fees and expenses related to the Transactions, the offering of the 9-7/8% Notes, the offering of the Senior Notes and the offering of the Senior Subordinated Notes, in each
case as described in the offering memorandum relating to the sale of the Senior Notes and the Senior Subordinated Notes; 
 (9) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture which are fair to the Issuer
and its Restricted Subsidiaries, in the reasonable determination of the board of directors of the Issuer or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated
party; 
 (10) the issuance or transfer of Equity Interests (other than Disqualified Stock) of the Issuer to any Permitted
Holder or to any former, current or future director, officer, employee or consultant (or their respective estates, investment funds, investment vehicles, spouses or former spouses) of the Issuer, any of its direct or indirect parent companies or any
of its Subsidiaries; 
 (11) sales of accounts receivable, or participations therein, in connection with any Receivables
Facility; 
 (12) payments by the Issuer or any of its Restricted Subsidiaries to any of the Investors made for any financial
advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures, which payments are approved by a majority of the board of
directors of the Issuer in good faith; 
 (13) payments or loans (or cancellation of loans) to employees or consultants of the
Issuer, any of its direct or indirect parent companies or any of its Restricted Subsidiaries and employment agreements, stock option plans and other similar arrangements with such employees or consultants which, in each case, are approved by the
Issuer in good faith; 
 (14) investments by the Investors in securities of the Issuer or any of its Restricted Subsidiaries
(and the payment of reasonable out-of-pocket expenses incurred by the Investors in connection therewith) so long as (i) the investment is being offered generally to other investors on the same or more favorable terms and (ii) the
investment constitutes less than 5% of the proposed or outstanding issue amount of such class of securities; 
 (15) payments
to and from, and transactions with, any joint venture in the ordinary course of business; and 
 (16) payments by the Issuer
(and any direct or indirect parent thereof) and its Subsidiaries pursuant to tax sharing agreements among the Issuer (and any such parent) and its Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Issuer
and its Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Issuer, its Restricted Subsidiaries and its Unrestricted Subsidiaries (to the extent of amounts received from
Unrestricted Subsidiaries) would be required to pay in respect of foreign, federal, state and local taxes for such fiscal year were the Issuer, its Restricted Subsidiaries and its Unrestricted Subsidiaries (to the extent described above) to pay such
taxes separately from any such parent entity. 
  

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 Section 4.12 Liens. 
 The Issuer shall not, and shall not permit any Guarantor to, directly or indirectly, create, incur, assume or suffer to exist any Lien (except Permitted Liens) that secures obligations under any Indebtedness ranking
pari passu with or subordinated to the Senior Subordinated Notes or any related Guarantee, on any asset or property of the Issuer or any Guarantor, or any income or profits therefrom, or assign or convey any right to receive income therefrom,
unless: 
 (1) in the case of Liens securing Subordinated Indebtedness, the Senior Subordinated Notes and related Guarantees
are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens; or 
 (2) in all other
cases, the Senior Subordinated Notes or the Guarantees are equally and ratably secured or are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens; 
 except that the foregoing shall not apply to Liens securing Senior Indebtedness of the Issuer or any Guarantor. 
 Section 4.13 Corporate Existence. 
 Subject to Article
5 hereof, the Issuer shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its corporate existence, and the corporate, partnership or other existence of each of its Restricted Subsidiaries, in
accordance with the respective organizational documents (as the same may be amended from time to time) of the Issuer or any such Restricted Subsidiary and (ii) the rights (charter and statutory), licenses and franchises of the Issuer and its
Restricted Subsidiaries; provided that the Issuer shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Restricted Subsidiaries, if the Issuer in good faith
shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Issuer and its Restricted Subsidiaries, taken as a whole. 
 Section 4.14 Offer to Repurchase upon Change of Control. 
 (a) If a Change of Control occurs, unless
the Issuer has previously or concurrently mailed a redemption notice with respect to all the outstanding Senior Subordinated Notes as described under Section 3.07 hereof, the Issuer shall make an offer to purchase all of the Senior Subordinated
Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to (i) in the case of Fixed Rate Notes, 101% or (ii) in the case of
Floating Rate Notes, 100% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, subject to the right of Holders of the Senior Subordinated Notes of record on the relevant
Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, the Issuer shall send notice of such Change of Control Offer by first-class mail, with a copy to the Trustee, to each Holder
of Senior Subordinated Notes to the address of such Holder appearing in the security register with a copy to the Trustee or otherwise in accordance with the procedures of DTC, with the following information: 
 (1) that a Change of Control Offer is being made pursuant to this Section 4.14 and that all Senior Subordinated Notes properly
tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer; 
  

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 (2) the purchase price and the purchase date, which will be no earlier than 30 days nor
later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”); 
 (3) that
any Senior Subordinated Note not properly tendered will remain outstanding and continue to accrue interest; 
 (4) that unless
the Issuer defaults in the payment of the Change of Control Payment, all Senior Subordinated Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date; 
 (5) that Holders electing to have any Senior Subordinated Notes purchased pursuant to a Change of Control Offer will be required to
surrender such Senior Subordinated Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Senior Subordinated Notes completed, to the Paying Agent specified in the notice at the address specified in the
notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; 
 (6) that
Holders shall be entitled to withdraw their tendered Senior Subordinated Notes and their election to require the Issuer to purchase such Senior Subordinated Notes, provided that the Paying Agent receives, not later than the close of business
on the expiration date of the Change of Control offer, a facsimile transmission or letter setting forth the name of the Holder of the Senior Subordinated Notes, the principal amount of Senior Subordinated Notes tendered for purchase, and a statement
that such Holder is withdrawing its tendered Senior Subordinated Notes and its election to have such Senior Subordinated Notes purchased; 
 (7) that if the Issuer is redeeming less than all of the Senior Subordinated Notes, the Holders of the remaining Senior Subordinated Notes will be issued new Senior Subordinated Notes and such new Senior Subordinated
Notes will be equal in principal amount to the unpurchased portion of the Senior Subordinated Notes surrendered. The unpurchased portion of the Senior Subordinated Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof;
and 
 (8) the other instructions, as determined by the Issuer, consistent with this Section 4.14, that a Holder must
follow. 
 The notice, if mailed in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder
receives such notice. If (a) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such
defect shall not affect the validity of the proceedings for the purchase of the Senior Subordinated Notes as to all other Holders that properly received such notice without defect. The Issuer shall comply with the requirements of Rule 14e-1 under
the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of Senior Subordinated Notes pursuant to a Change of Control Offer. To the extent that
the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under
this Section 4.14 by virtue thereof. 
  

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

(1) accept for payment all Senior Subordinated Notes issued by it or portions thereof properly tendered pursuant to the Change of
Control Offer; 
 (2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of
all Senior Subordinated Notes or portions thereof so tendered; and 
 (3) deliver, or cause to be delivered, to the Trustee
for cancellation the Senior Subordinated Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Senior Subordinated Notes or portions thereof have been tendered to and purchased by the Issuer. 
 (c) The Issuer shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer
in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to a Change of Control Offer made by the Issuer and purchases all Senior Subordinated Notes validly tendered and not
withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place
for the Change of Control at the time of making of the Change of Control Offer. 
 (d) Other than as specifically provided in this
Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof. 
 Section 4.15 Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. 
 The Issuer shall not permit any of its
Wholly-Owned Subsidiaries that are Restricted Subsidiaries (and non-Wholly Owned Subsidiaries if such non-Wholly-Owned Subsidiaries guarantee other capital markets debt securities of the Issuer or any Guarantor), other than a Guarantor, a Foreign
Subsidiary or a Receivables Subsidiary, to guarantee the payment of any Indebtedness of the Issuer or any other Guarantor unless: 
 (1) such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, providing for a Guarantee by such Restricted Subsidiary, except that
with respect to a guarantee of Indebtedness of the Issuer or any Guarantor: 
 (a) if the Senior Subordinated Notes or such
Guarantor’s Guarantee are subordinated in right of payment to such Indebtedness, the Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary’s guarantee with respect to such Indebtedness substantially
to the same extent as the Senior Subordinated Notes are subordinated to such Indebtedness; and 
 (b) if such Indebtedness is
by its express terms subordinated in right of payment to the Senior Subordinated Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment
to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Senior Subordinated Notes; and 
  

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 (2) such Restricted Subsidiary waives, and shall not in any manner whatsoever claim or
take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Issuer or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee;

 provided that this Section 4.15 shall not be applicable to (i) any guarantee of any Restricted Subsidiary that existed at the time such
Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary and (ii) guarantees of any Receivables Facility by any Receivables Subsidiary. 
 Section 4.16 Limitations on Layering. 
 The Issuer
will not, and will not permit any Guarantor to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness) that is subordinate in right of payment to any Senior Indebtedness of the Issuer or such Guarantor, as the case may be,
unless such Indebtedness is either: 
 (1) equal in right of payment with the Senior Subordinated Notes or such
Guarantor’s Guarantee of the Senior Subordinated Notes, as the case may be; or 
 (2) expressly subordinated in right of
payment to the Senior Subordinated Notes or such Guarantor’s Guarantee, as the case may be. 
 provided that (1) unsecured Indebtedness will
not be treated as subordinated or junior to Secured Indebtedness merely because it is unsecured and (2) Senior Indebtedness will not be treated as subordinated or junior to any other Senior Indebtedness merely because it has a junior priority
with respect to the same collateral. 
 ARTICLE 5 
 SUCCESSORS 
 Section 5.01 Merger, Consolidation or Sale of All or Substantially All Assets. 
 (a) The Issuer shall not consolidate or merge with or into or wind up into (whether or not the Issuer is the surviving corporation), or sell, assign,
transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless: 
 (1) either: (x) the Issuer is the surviving entity; or (y) the Person formed by or surviving any such consolidation or merger
(if other than the Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is an entity organized or existing under the laws of the jurisdiction of organization of the Issuer or the laws of the
United States, any state thereof, the District of Columbia or any territory thereof (such Person, as the case may be, being herein called the “Successor Company”); provided that if the surviving Person is not a corporation, a
corporation organized or existing under the laws of the jurisdiction of organization of the Issuer or the laws of the United States, any state thereof, the District of Columbia or any territory thereof shall be a co-obligor of the Senior
Subordinated Notes; 
 (2) the Successor Company, if other than the Issuer, expressly assumes all the obligations of the
Issuer under the Senior Subordinated Notes pursuant to a supplemental indenture or other documents or instruments in form reasonably satisfactory to the Trustee; 
  

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 (3) immediately after such transaction, no Default exists; 
 (4) immediately after giving pro forma effect to such transaction and any related financing transactions, as if such transactions
had occurred at the beginning of the applicable four-quarter period, 
 (A) 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 4.09(a) hereof, or 
 (B) the Fixed Charge Coverage Ratio for the Successor Company, the Issuer and its Restricted Subsidiaries would be greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such
transaction; 
 (5) each Guarantor, unless it is the other party to the transactions described above, in which case
Section 5.01(c)(1)(B) hereof shall apply, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under this Indenture, the Senior Subordinated Notes and the Registration Rights Agreement;
and 
 (6) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that such consolidation,
merger or transfer and such supplemental indentures, if any, comply with this Indenture and, if a supplemental indenture is required in connection with such transaction, such supplement shall comply with the applicable provisions of this Indenture.

 (b) The Successor Company shall succeed to, and be substituted for the Issuer, under this Indenture, the Guarantees and the Senior
Subordinated Notes, as applicable. Notwithstanding clauses (3) and (4) of Section 5.01(a) hereof, 
 (1) any
Restricted Subsidiary may consolidate with or merge into or transfer all or part of its properties and assets to the Issuer, and 
 (2) the Issuer may merge with an Affiliate of the Issuer, as the case may be, solely for the purpose of reincorporating the Issuer in a State of the United States or any state thereof, the District of Columbia or any territory thereof so
long as the amount of Indebtedness of the Issuer and its Restricted Subsidiaries is not increased thereby. 
 (c) Subject to certain
limitations described in this Indenture governing release of a Guarantee upon the sale, disposition or transfer of a Guarantor, no Guarantor shall, and the Issuer shall not permit any Guarantor to, consolidate or merge with or into or wind up into
(whether or not the Issuer or Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:

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

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 (B) the Successor Person, if other than such Guarantor, expressly assumes all the
obligations of such Guarantor under this Indenture and such Guarantor’s related Guarantee pursuant to a supplemental indenture or other documents or instruments in form reasonably satisfactory to the Trustee; 
 (C) immediately after such transaction, no Default exists; and 
 (D) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that such consolidation, merger or transfer and
such supplemental indentures, if any, comply with this Indenture; or 
 (2) the transaction is made in compliance with
Section 4.10 hereof. 
 (d) Subject to certain limitations described in this Indenture, the Successor Person shall succeed to, and be
substituted for, such Guarantor under this Indenture and such Guarantor’s Guarantee. Notwithstanding the foregoing, any Guarantor may (i) merge into or transfer all or part of its properties and assets to another Guarantor or the Issuer,
(ii) merge with an Affiliate of the Issuer solely for the purpose of reincorporating the Guarantor in the United States, any state thereof, the District of Columbia or any territory thereof or (iii) convert into a corporation, partnership,
limited partnership, limited liability corporation or trust organized or existing under the laws of the jurisdiction of organization of such Guarantor. 
 (e) Notwithstanding anything to the contrary, the mergers contemplated by the Transaction Agreement shall be permitted without compliance with this Section 5.01. 
 Section 5.02 Successor Corporation Substituted. 
 Upon
any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer in accordance with Section 5.01 hereof, the successor corporation formed by such
consolidation or into or with which the Issuer is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation,
merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to the Issuer shall refer instead to the successor corporation and not to the Issuer), and may exercise every right and power of the Issuer under this
Indenture with the same effect as if such successor Person had been named as the Issuer herein; provided that the predecessor Issuer shall not be relieved from the obligation to pay the principal of and interest and Additional Interest, if
any, on the Senior Subordinated Notes except in the case of a sale, assignment, transfer, conveyance or other disposition of all of the Issuer’s assets that meets the requirements of Section 5.01 hereof. 
 ARTICLE 6 
 DEFAULTS AND REMEDIES 

Section 6.01 Events of Default. 
 (a) An
“Event of Default” wherever used herein, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be 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): 
 (1)
default in payment when due and payable, upon redemption, acceleration or otherwise, of principal of, or premium, if any, on the Senior Subordinated Notes (whether or not prohibited by Article 12 of this Indenture); 
  

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 (2) default for 30 days or more in the payment when due of interest or Additional
Interest on or with respect to the Senior Subordinated Notes (whether or not prohibited by Article 12 of this Indenture); 
 (3) failure by the Issuer for 120 days after receipt of written notice given by the Trustee or the Required Holders of not less than 30% of the Required Debt to comply with any of its obligations, covenants or agreements contained in
Section 4.03; 
 (4) (i) failure by the Issuer or any Guarantor for 60 days after receipt of written notice given by the
Trustee or the Required Holders of not less than 30% of the Required Debt to comply with any of its obligations, covenants or agreements (other than a default referred to in clauses (1), (2) and (3) above) contained in this Indenture or
the Senior Subordinated Notes; 
 (5) default under any mortgage, indenture or instrument under which there is issued or by
which there is secured or evidenced any Indebtedness for money borrowed by the Issuer or any of its Restricted Subsidiaries or the payment of which is guaranteed by the Issuer or any of its Restricted Subsidiaries, other than Indebtedness owed to
the Issuer or a Restricted Subsidiary, whether such Indebtedness or guarantee now exists or is created after the issuance of the Senior Subordinated Notes, if both: 
 (a) such default either results from the failure to pay any principal of such Indebtedness at its stated final maturity (after giving
effect to any applicable grace periods) or relates to an obligation other than the obligation to pay principal of any such Indebtedness at its stated final maturity and results in the holder or holders of such Indebtedness causing such Indebtedness
to become due prior to its stated maturity; and 
 (b) the principal amount of such Indebtedness, together with the principal
amount of any other such Indebtedness in default for failure to pay principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregates $100.0 million or more at any
one time outstanding; 
 (6) failure by the Issuer or any Significant Subsidiary (or group of Subsidiaries that together would
constitute a Significant Subsidiary) to pay final non-appealable judgments aggregating in excess of $100.0 million, which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after such judgment becomes
final, and in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed; 
 (7) the Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken
together, would constitute a Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy Law: 
 (i) commences
proceedings to be adjudicated bankrupt or insolvent; 
  

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 (ii) consents to the institution of bankruptcy or insolvency proceedings against it, or
the filing by it of a petition or answer or consent seeking reorganization or relief under applicable Bankruptcy law; 
 (iii)
consents to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or other similar official of it or for all or substantially all of its property; 
 (iv) makes a general assignment for the benefit of its creditors; or 
 (v) generally is not paying its debts as they become due; 
 (8) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: 
 (i) is for relief against the Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted
Subsidiaries that, taken together, would constitute a Significant Subsidiary, in a proceeding in which the Issuer or any such Restricted Subsidiaries, that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together,
would constitute a Significant Subsidiary, is to be adjudicated bankrupt or insolvent; 
 (ii) appoints a receiver,
liquidator, assignee, trustee, sequestrator or other similar official of the Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant
Subsidiary, or for all or substantially all of the property of the Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary;
or 
 (iii) orders the liquidation of the Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary or any
group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; 
 and the order or decree remains unstayed
and in effect for 60 consecutive days; or 
 (9) the Guarantee of any Significant Subsidiary (or group of Restricted
Subsidiaries that together would constitute a Significant Subsidiary) shall for any reason cease to be in full force and effect or be declared null and void or any responsible officer of any Guarantor that is a Significant Subsidiary (or group of
Restricted Subsidiaries that together would constitute a Significant Subsidiary), as the case may be, denies that it has any further liability under its Guarantee or gives notice to such effect, other than by reason of the termination of this
Indenture or the release of any such Guarantee in accordance with this Indenture. 
 (b) In the event of any Event of Default specified in
clause (5) of Section 6.01(a) hereof, such Event of Default and all consequences thereof (excluding any resulting payment default, other than as a result of acceleration of the Senior Subordinated Notes) shall be annulled, waived and
rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose: 
 (1) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged; or 
  

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 (2) holders thereof have rescinded or waived the acceleration, notice or action (as the
case may be) giving rise to such Event of Default; or 
 (3) the default that is the basis for such Event of Default has been
cured. 
 Section 6.02 Acceleration. 
 (a)
If any Event of Default (other than an Event of Default specified in clause (7) or (8) of Section 6.01(a) hereof) occurs and is continuing under this Indenture, the Trustee or the Required Holders of at least 30% of the Required Debt
may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Senior Subordinated Notes to be due and payable immediately. Upon the effectiveness of such declaration, such principal and interest
shall be due and payable immediately. The Trustee shall have no obligation to accelerate the Senior Subordinated Notes if and so long as a committee of its Responsible Officers in good faith determines acceleration is not in the best interest of the
Holders of the Senior Subordinated Notes. 
 (b) Notwithstanding the foregoing, in the case of an Event of Default arising under clause
(7) or (8) of Section 6.01(a) hereof, all outstanding Senior Subordinated Notes shall be due and payable immediately without further action or notice. 
 (c) Required Holders of at least a majority of the Required Debt by written notice to the Trustee may on behalf of all of the Holders of all of the Senior Subordinated Notes waive any existing Default and its
consequences under this Indenture except a continuing Default in the payment of interest on, premium, if any, or the principal of any Senior Subordinated Note (held by a non-consenting Holder) and rescind any acceleration with respect to the Senior
Subordinated Notes and its consequences (so long as such rescission would not conflict with any judgment of a court of competent jurisdiction). 
 Section
6.03 Other Remedies. 
 If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the
payment of principal, premium, if any, and interest on the Senior Subordinated Notes or to enforce the performance of any provision of the Senior Subordinated Notes or this Indenture. 
 The Trustee may maintain a proceeding even if it does not possess any of the Senior Subordinated Notes or does not produce any of them in the proceeding.
A delay or omission by the Trustee or any Holder of a Senior Subordinated Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of
Default. All remedies are cumulative to the extent permitted by law. 
 Section 6.04 Waiver of Past Defaults. 
 The Required Holders of at least a majority of the Required Debt by notice to the Trustee may on behalf of the Holders of all of the Senior Subordinated
Notes waive any existing Default and its consequences hereunder, except a continuing Default in the payment of the principal of, premium, if any, Additional Interest, if any, or interest on, any Senior Subordinated Note held by a non-consenting
Holder and rescind any acceleration with respect to the Senior Subordinated Notes and its consequences (provided such rescission would not conflict with any judgment of a court of competent jurisdiction); provided, subject to
Section 6.02 hereof, that the Required Holders of at least a majority of the Required Debt may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration. Upon any such waiver, such
Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent
thereon. 
  

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 Section 6.05 Control by Majority. 
 The Required Holders of a majority of the Required Debt 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. The Trustee, however, may refuse to follow any direction that conflicts with law or this Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder of a Senior Subordinated Note or that would involve
the Trustee in personal liability. 
 Section 6.06 Limitation on Suits. 
 Subject to Section 6.07 hereof, no Holder of a Senior Subordinated Note may pursue any remedy with respect to this Indenture or the Senior Subordinated Notes unless: 
 (1) such Holder has previously given the Trustee written notice that an Event of Default is continuing; 
 (2) Required Holders of at least 30% of the Required Debt have requested the Trustee to pursue the remedy; 
 (3) Holders of the Senior Subordinated Notes have offered the Trustee reasonable security or indemnity against any loss, liability or
expense; 
 (4) the Trustee has not complied with such request within 60 days after the receipt thereof and the offer of
security or indemnity; and 
 (5) the Required Holders of at least a majority of the Required Debt have not given the Trustee
a direction inconsistent with such request within such 60-day period. 
 A Holder of a Senior Subordinated Note may not use this Indenture to
prejudice the rights of another Holder of a Senior Subordinated Note or to obtain a preference or priority over another Holder of a Senior Subordinated Note. 
 Section 6.07 Rights of Holders of Senior Subordinated Notes to Receive Payment. 
 Notwithstanding any other provision of this
Indenture, the right of any Holder of a Senior Subordinated Note to receive payment of principal, premium, if any, and Additional Interest, if any, and interest on the Senior Subordinated Note, on or after the respective due dates expressed in the
Senior Subordinated Note (including in connection with an Asset Sale Offer or a Change of Control Offer), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the
consent of such Holder. 
 Section 6.08 Collection Suit by Trustee. 
 If an Event of Default specified in Section 6.01(a)(1) or (2) hereof occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the
Issuer for the whole amount of principal of, premium, if any, and Additional Interest, if any, and interest remaining unpaid on the Senior Subordinated Notes and interest on overdue principal and, to the extent lawful, interest and such further
amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel. 
  

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 Section 6.09 Restoration of Rights and Remedies. 
 If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued
or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceedings, the Issuer, the Trustee and the Holders shall be restored severally and
respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding has been instituted. 
 Section 6.10 Rights and Remedies Cumulative. 
 Except as otherwise provided with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Senior Subordinated Notes in Section 2.07 hereof, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other
right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. 
 Section 6.11 Delay or Omission Not Waiver. 
 No delay or omission of the Trustee or of any Holder of any Senior Subordinated
Note to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to
the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be. 
 Section 6.12 Trustee May File Proofs of Claim. 
 The Trustee is authorized to file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Senior
Subordinated Notes allowed in any judicial proceedings relative to the Issuer (or any other obligor upon the Senior Subordinated Notes including the Guarantors), its creditors or its property and shall be entitled and empowered to participate as a
member in any official committee of creditors appointed in such matter and to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby
authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out
of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in 

  

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liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize
or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Senior Subordinated Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the
claim of any Holder in any such proceeding. 
 Section 6.13 Priorities. 
 If the Trustee collects any money or property pursuant to this Article 6, it shall pay out the money or property in the following order: 
 (i) to the Trustee, its agents and attorneys for amounts due under Section 7.07 hereof, including payment of all compensation,
expenses and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection; 
 (ii) to
Holders of Senior Subordinated Notes for amounts due and unpaid on the Senior Subordinated Notes for principal, premium, if any, and Additional Interest, if any, and interest, ratably, without preference or priority of any kind, according to the
amounts due and payable on the Senior Subordinated Notes for principal, premium, if any, and Additional Interest, if any, and interest, respectively; and 
 (iii) to the Issuer or to such party as a court of competent jurisdiction shall direct including a Guarantor, if applicable. 
 The Trustee may fix a Record Date and payment date for any payment to Holders of Senior Subordinated Notes pursuant to this Section 6.13. 
 Section 6.14 Undertaking for Costs. 
 In any suit for the enforcement of any right or remedy under
this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in
its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This
Section 6.14 does not apply to a suit by the Trustee, a suit by a Holder of a Senior Subordinated Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in principal amount of the then outstanding Senior Subordinated
Notes. 
 ARTICLE 7 
 TRUSTEE

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

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

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 (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions
which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. 
 (c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct,
except that: 
 (i) this paragraph does not limit the effect of paragraph (b) of this Section 7.01; 
 (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved in a court
of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts; and 
 (iii) the Trustee shall
not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof. 
 (d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section 7.01. 
 (e) The Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of the
Holders of the Senior Subordinated Notes unless the Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. 
 (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer. Money held in trust by the Trustee need not be segregated from other funds
except to the extent required by law. 
 Section 7.02 Rights of Trustee. 
 (a) The Trustee may conclusively rely upon any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the
document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to
examine the books, records and premises of the Issuer, personally or by agent or attorney at the sole cost of the Issuer and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. 
 (b) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not
be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel of its selection and the written advice of such counsel or any Opinion of
Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. 
  

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 (c) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct
or negligence of any agent or attorney appointed with due care. 
 (d) The Trustee shall not be liable for any action it takes or omits to
take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture. 
 (e) Unless
otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuer shall be sufficient if signed by an Officer of the Issuer. 
 (f) None of the provisions of this Indenture shall require the Trustee to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties hereunder, or
in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it. 
 (g) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge
thereof or unless written notice of any event which is in fact such a Default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Senior Subordinated Notes and this Indenture 
 (h) In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but
not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. 
 (i) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of
its capacities hereunder, and each agent, custodian and other Person employed to act hereunder. 
 (j) In the event the Issuer is required to
pay Additional Interest, the Issuer will provide written notice to the Trustee of the Issuer’s obligation to pay Additional Interest no later than 15 days prior to the next Interest Payment Date, which notice shall set forth the amount of the
Additional Interest to be paid by the Issuer. The Trustee shall not at any time be under any duty or responsibility to any Holders to determine whether the Additional Interest is payable and the amount thereof. 
 Section 7.03 Individual Rights of Trustee. 
 The
Trustee in its individual or any other capacity may become the owner or pledgee of Senior Subordinated Notes and may otherwise deal with the Issuer or any Affiliate of the Issuer with the same rights it would have if it were not Trustee. However, in
the event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as trustee or resign. Any Agent may do the same with like rights and duties. The Trustee is also
subject to Sections 7.10 and 7.11 hereof. 
 Section 7.04 Trustee’s Disclaimer. 
 The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Senior Subordinated Notes, it
shall not be accountable for the Issuer’s use of the proceeds from the Senior Subordinated Notes or any money paid to the Issuer or upon the Issuer’s direction under any provision of this Indenture, it shall not be responsible for the use


  

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or application of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any
statement in the Senior Subordinated Notes or any other document in connection with the sale of the Senior Subordinated Notes or pursuant to this Indenture other than its certificate of authentication. 
 Section 7.05 Notice of Defaults. 
 If a Default occurs
and is continuing and if it is known to the Trustee, the Trustee shall mail to Holders of Senior Subordinated Notes a notice of the Default within 90 days after it occurs. Except in the case of a Default relating to the payment of principal,
premium, if any, or interest on any Senior Subordinated Note, the Trustee may withhold from the Holders notice of any continuing Default if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice
is in the interests of the Holders of the Senior Subordinated Notes. The Trustee shall not be deemed to know of any Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is such
a Default is received by the Trustee at the Corporate Trust Office of the Trustee. 
 Section 7.06 Reports by Trustee to Holders of the Senior
Subordinated Notes. 
 Within 60 days after each May 15, beginning with the May 15 following the date of this Indenture, and for
so long as Senior Subordinated Notes remain outstanding, the Trustee shall mail to the Holders of the Senior Subordinated Notes a brief report dated as of such reporting date that complies with Trust Indenture Act Section 313(a) (but if no
event described in Trust Indenture Act Section 313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also shall comply with Trust Indenture Act Section 313(b)(2). The Trustee
shall also transmit by mail all reports as required by Trust Indenture Act Section 313(c). 
 A copy of each report at the time of its
mailing to the Holders of Senior Subordinated Notes shall be mailed to the Issuer and filed with the SEC and each stock exchange on which the Senior Subordinated Notes are listed in accordance with Trust Indenture Act Section 313(d). The Issuer
shall promptly notify the Trustee when the Senior Subordinated Notes are listed on any stock exchange. 
 Section 7.07 Compensation and Indemnity.

 The Issuer and the Guarantors, jointly and severally, shall pay to the Trustee from time to time such compensation for its acceptance of
this Indenture and services hereunder as the parties shall agree in writing from time to time. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer and the Guarantors, jointly
and severally, shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable
compensation, disbursements and expenses of the Trustee’s agents and counsel. 
 The Issuer and the Guarantors, jointly and severally,
shall indemnify the Trustee for, and hold the Trustee harmless against, any and all loss, damage, claims, liability or expense (including attorneys’ fees) incurred by it 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 against the Issuer or any of the Guarantors (including this Section 7.07) or defending itself against any claim whether asserted by any Holder,
the Issuer or any Guarantor, or liability in connective with the acceptance, exercise or performance of any of its powers or duties hereunder). The Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the


  

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Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. The Issuer shall defend the claim and the Trustee may have
separate counsel and the Issuer shall pay the fees and expenses of such counsel. The Issuer need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee’s own willful misconduct,
negligence or bad faith. 
 The obligations of the Issuer under this Section 7.07 shall survive the satisfaction and discharge of this
Indenture or the earlier resignation or removal of the Trustee. 
 Notwithstanding anything contrary in Section 4.12 hereto, to secure
the payment obligations of the Issuer and the Guarantors in this Section 7.07, the Trustee shall have a Lien prior to the Senior Subordinated Notes on all money or property held or collected by the Trustee, except that held in trust to pay
principal and interest on particular Senior Subordinated Notes. Such Lien shall survive the satisfaction and discharge of this Indenture. 
 When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(a)(7) or (8) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents
and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. 
 The Trustee shall comply with the provisions
of Trust Indenture Act Section 313(b)(2) to the extent applicable. 
 Section 7.08 Replacement of Trustee. 
 A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of
appointment as provided in this Section 7.08. The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Issuer. The Holders of a majority in principal amount of the then outstanding Senior
Subordinated Notes may remove the Trustee by so notifying the Trustee and the Issuer in writing. The Issuer may remove the Trustee if: 
 (a) the Trustee fails to comply with Section 7.10 hereof; 
 (b) the Trustee is adjudged
a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; 
 (c) a
custodian or public officer takes charge of the Trustee or its property; or 
 (d) the Trustee becomes incapable of acting.

 If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Issuer shall promptly appoint a
successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Senior Subordinated Notes may appoint a successor Trustee to replace the successor Trustee appointed
by the Issuer. 
 If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring
Trustee (at the Issuer’s expense), the Issuer or the Holders of at least 10% in principal amount of the then outstanding Senior Subordinated Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee.

  

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 If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails
to comply with Section 7.10 hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. 
 A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon, the resignation or
removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders. The retiring
Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee; provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof. Notwithstanding
replacement of the Trustee pursuant to this Section 7.08, the Issuer’s obligations under Section 7.07 hereof shall continue for the benefit of the retiring Trustee. 
 Section 7.09 Successor Trustee by Merger, etc. 
 If the Trustee consolidates, merges or converts into,
or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act shall be the successor Trustee. 
 Section 7.10 Eligibility; Disqualification. 
 There shall at all times be a Trustee hereunder that is
a national banking association or a corporation organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to
supervision or examination by federal or state authorities and that has a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition. 
 This Indenture shall always have a Trustee who satisfies the requirements of Trust Indenture Act Sections 310(a)(1), (2) and (5). The Trustee is
subject to Trust Indenture Act Section 310(b). 
 Section 7.11 Preferential Collection of Claims Against Issuer. 
 The Trustee is subject to Trust Indenture Act Section 311(a), excluding any creditor relationship listed in Trust Indenture Act Section 311(b).
A Trustee who has resigned or been removed shall be subject to Trust Indenture Act Section 311(a) to the extent indicated therein. 
 ARTICLE 8 
 LEGAL DEFEASANCE AND COVENANT DEFEASANCE 
 Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance. 
 The Issuer may, at its option
and at any time, elect to have either Section 8.02 or 8.03 hereof applied to all outstanding Senior Subordinated Notes upon compliance with the conditions set forth below in this Article 8. 
  

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 Section 8.02 Legal Defeasance and Discharge. 
 Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer and the Guarantors shall,
subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Senior Subordinated Notes and Guarantees on the date the conditions set
forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Senior Subordinated Notes,
which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations
under such Senior Subordinated Notes and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions
which shall survive until otherwise terminated or discharged hereunder: 
 (a) the rights of Holders of Senior Subordinated
Notes to receive payments in respect of the principal of, premium, if any, and interest on the Senior Subordinated Notes when such payments are due solely out of the trust created pursuant to this Indenture referred to in Section 8.04 hereof;

 (b) the Issuer’s obligations with respect to Senior Subordinated Notes concerning issuing temporary Senior
Subordinated Notes, registration of such Senior Subordinated Notes, mutilated, destroyed, lost or stolen Senior Subordinated Notes and the maintenance of an office or agency for payment and money for security payments held in trust; 
 (c) the rights, powers, trusts, duties and immunities of the Trustee, and the Issuer’s obligations in connection therewith; and

 (d) this Section 8.02. 
 Subject to compliance with this Article 8, the Issuer may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof. 
 Section 8.03 Covenant Defeasance. 
 Upon the
Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from
their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15 and 4.16 hereof and clauses (3) and (4) of Section 5.01(a), Sections 5.01(c) and 5.01(d) hereof with
respect to the outstanding Senior Subordinated Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“Covenant Defeasance”), and the Senior Subordinated Notes shall thereafter be deemed not
“outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all
other purposes hereunder (it being understood that such Senior Subordinated Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Senior Subordinated Notes,
the Issuer may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by
reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01(a) hereof, but, except as specified above,
the remainder of this Indenture and such Senior Subordinated Notes shall be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, 

  

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Sections 6.01(a)(3), 6.01(a)(4), 6.01(a)(5), 6.01(a)(6), 6.01(a)(7) (solely with respect to Restricted Subsidiaries or groups of Restricted Subsidiaries that
are Significant Subsidiaries), 6.01(a)(8) (solely with respect to Restricted Subsidiaries or groups of Restricted Subsidiaries that are Significant Subsidiaries) and 6.01(a)(9) hereof shall not constitute Events of Default. 
 Section 8.04 Conditions to Legal or Covenant Defeasance. 
 The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes: 
 In
order to exercise either Legal Defeasance or Covenant Defeasance with respect to the Senior Subordinated Notes: 
 (1) the
Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Senior Subordinated Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion
of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest due on the Senior Subordinated Notes on the stated maturity date or on the redemption date, as the case may be, of such
principal, premium, if any, or interest on such Senior Subordinated Notes and the Issuer must specify whether such Senior Subordinated Notes are being defeased to maturity or to a particular redemption date; 
 (2) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the
Trustee confirming that, subject to customary assumptions and exclusions, 
 (a) the Issuer has received from, or there has
been published by, the United States Internal Revenue Service a ruling, or 
 (b) since the issuance of the Senior
Subordinated Notes, there has been a change in the applicable U.S. federal income tax law, 
 in either case to the effect that, and based
thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the Senior Subordinated Notes will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a
result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; 
 (3) in the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the
Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the Senior Subordinated Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be
subject to such tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; 
 (4) no Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in
connection therewith) shall have occurred and be continuing on the date of such deposit; 
  

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 (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or
violation of, or constitute a default under the Senior Credit Facility, the Senior Interim Debt Agreement, the Senior Subordinated Interim Debt Agreement, the 9-7/8% Indenture, the Senior Indenture or any other material agreement or instrument
(other than this Indenture) to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound (other than that resulting from borrowing funds to be applied to make the deposit required to effect such Legal Defeasance
or Covenant Defeasance and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith); 
 (6) the Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that, as of the date of such opinion and subject to
customary assumptions and exclusions following the deposit, the trust funds will not be subject to the effect of Section 547 of Title 11 of the United States Code; 
 (7) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with
the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or any Guarantor or others; and 
 (8)
the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or
relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with. 
 Section 8.05 Deposited Money and Government
Securities to Be Held in Trust; Other Miscellaneous Provisions. 
 Subject to Section 8.06 hereof, all money and Government
Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the
outstanding Senior Subordinated Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Senior Subordinated Notes and this Indenture, to the payment, either directly or through any Paying Agent (including
the Issuer or a Guarantor acting as Paying Agent) as the Trustee may determine, to the Holders of such Senior Subordinated Notes of all sums due and to become due thereon in respect of principal, premium and Additional Interest, if any, and
interest, but such money need not be segregated from other funds except to the extent required by law. Money and Government Securities so held in trust are not subject to Article 12 or Article 13 hereof. 
 The Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or Government Securities
deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Senior Subordinated Notes.

 Anything in this Article 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon the
request of the Issuer any money or Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof
delivered to the Trustee (which may be the opinion delivered under Section 8.04(1) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

  

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 Section 8.06 Repayment to Issuer. 
 Subject to applicable escheat and abandoned property laws, any money deposited with the Trustee or any Paying Agent, or then held by the Issuer, in trust for the payment of the principal of, premium and Additional
Interest, if any, or interest on any Senior Subordinated Note and remaining unclaimed for two years after such principal, and premium and Additional Interest, if any, or interest has become due and payable shall be paid to the Issuer on its request
or (if then held by the Issuer) shall be discharged from such trust; and the Holder of such Senior Subordinated Note shall thereafter look only to the Issuer for payment thereof, and all liability of the Trustee or such Paying Agent with respect to
such trust money, and all liability of the Issuer as trustee thereof, shall thereupon cease. 
 Section 8.07 Reinstatement. 
 If the Trustee or Paying Agent is unable to apply any United States dollars or Government Securities in accordance with Article 8 hereof, as the case may
be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Issuer’s obligations under this Indenture and the Senior Subordinated Notes shall be
revived and reinstated as though no deposit had occurred pursuant to Article 8 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Article 8 hereof, as the case may be; provided that,
if the Issuer makes any payment of principal of, premium and Additional Interest, if any, or interest on any Senior Subordinated Note following the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such
Senior Subordinated Notes to receive such payment from the money held by the Trustee or Paying Agent. 
 ARTICLE 9 
 AMENDMENT, SUPPLEMENT AND WAIVER 
 Section 9.01 Without
Consent of Holders of Senior Subordinated Notes. 
 Notwithstanding Section 9.02 hereof, the Issuer, any Guarantor (with respect to a
Guarantee) and the Trustee may amend or supplement this Indenture, any Guarantee or the Senior Subordinated Notes without the consent of any Holder and, if any Senior Subordinated Interim Debt are outstanding, without the consent of any Lender:

 (1) to cure any ambiguity, omission, mistake, defect or inconsistency; 
 (2) to provide for uncertificated Senior Subordinated Notes of such series in addition to or in place of certificated Senior Subordinated
Notes; 
 (3) to comply with Section 5.01 hereof; 
 (4) to provide for the assumption of the Issuer’s or any Guarantor’s obligations to the Holders; 
 (5) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal
rights under this Indenture of any such Holder, in each case, if any Senior Subordinated Term Loans are outstanding, if such change would not adversely affect any Lender; 
  


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 (6) to add covenants for the benefit of the Holders or to surrender any right or power
conferred upon the Issuer or any Guarantor; 
 (7) to comply with requirements of the SEC in order to effect or maintain the
qualification of this Indenture under the Trust Indenture Act; 
 (8) to evidence and provide for the acceptance and
appointment under this Indenture of a successor Trustee thereunder pursuant to the requirements thereof; 
 (9) to provide for
the issuance of Exchange Notes or private exchange notes, which are identical to Exchange Notes except that they are not freely transferable; 
 (10) to add a Guarantor under this Indenture; 
 (11) to make any amendment to the provisions
of this Indenture relating to the transfer and legending of Senior Subordinated Notes as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of the Senior Subordinated Notes; provided,
however, that (i) compliance with this Indenture as so amended would not result in Senior Subordinated Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not
materially and adversely affect the rights of Holders to transfer Senior Subordinated Notes and the rights of the Lenders to receive Senior Subordinated Notes in exchange for Senior Subordinated Interim Debt or; 
 (12) to mortgage, pledge, hypothecate or grant any other Lien in favor of the Trustee for the benefit of the Holders of the Senior
Subordinated Notes, as additional security for the payment and performance of all or any portion of the Obligations, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required
to be granted to or for the benefit of the Trustee pursuant to this Indenture or otherwise. 
 Upon the request of the Issuer accompanied by
a resolution of its board of directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Sections 7.02 and 14.04 hereof, the Trustee shall join with the Issuer and
the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not
be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the
addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, and delivery of an Officer’s
Certificate. 
 Section 9.02 With Consent of Holders of Senior Subordinated Notes. 
 Except as provided below in this Section 9.02, the Issuer, any Guarantor (with respect to any Guarantee) and the Trustee may amend or supplement this
Indenture, the Senior Subordinated Notes and the Guarantees with the consent of the Required Holders of a majority of Required Debt (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or
purchase of, the Senior Subordinated Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium and Additional Interest, if
any, or 

  

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interest on the Senior Subordinated Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision
of this Indenture, the Guarantees or the Senior Subordinated Notes may be waived with the consent of the Required Holders of a majority of the Required Debt voting as a single class, including consents obtained in connection with a tender offer or
exchange offer for, or purchase of, the Senior Subordinated Notes, in each case other than Senior Subordinated Notes beneficially owned by the Issuer or its Affiliates; provided that (i) if any amendment, waiver or other modification
would by its terms disproportionately affect holders of any one or more classes of Required Debt, such amendment, waiver or other modification shall also require the consent of the holders of at least a majority in aggregate principal amount of the
then outstanding amount of such class or classes of Required Debt, voting as a single class and (ii) if any amendment, waiver or other modification would only affect the holders of any one class of Required Debt, consent of the respective
holders, if applicable, holding at least a majority in aggregate principal amount of the then outstanding amount of such class of Required Debt, if any are outstanding, and not the consent of the Required Holders of a majority of the Required Debt,
as the case may be, acting as a single class, shall be required. Section 2.08 hereof and Section 2.09 hereof shall determine which Senior Subordinated Notes are considered to be “outstanding” for the purposes of this
Section 9.02. 
 Upon the request of the Issuer accompanied by a resolution of its board of directors authorizing the execution of any
such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Required Holders as aforesaid, and upon receipt by the Trustee of the documents described in
Sections 7.02 and 14.04 hereof, the Trustee shall join with the Issuer in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities
under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. 
 It shall not be necessary for the consent of the Required Holders under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves
the substance thereof. 
 After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall mail to
the Holders of Senior Subordinated Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the
validity of any such amended or supplemental indenture or waiver. 
 Without the consent of each affected Holder of Senior Subordinated
Notes, an amendment or waiver under this Section 9.02 may not (with respect to any Senior Subordinated Notes held by a non-consenting Holder): 
 (1) reduce the principal amount of such Senior Subordinated Notes whose Holders must consent to an amendment, supplement or waiver; 
 (2) reduce the principal of or change the fixed final maturity of any such Senior Subordinated Note or alter or waive the provisions with
respect to the redemption of such Senior Subordinated Notes (other than provisions relating to Section 3.09, Section 4.10 and Section 4.14 hereof to the extent that any such amendment or waiver does not have the effect of reducing the
principal of or changing the fixed final maturity of any such Senior Subordinated Note or altering or waiving the provisions with respect to the redemption of such Senior Subordinated Notes); 
  

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 (3) reduce the rate of or change the time for payment of interest on any Senior
Subordinated Note; 
 (4) waive a Default in the payment of principal of or premium, if any, or interest on the Senior
Subordinated Notes, except a rescission of acceleration of the Senior Subordinated Notes by the Required Holders and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this
Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders; 
 (5) make any Senior
Subordinated Note payable in money other than that stated therein; 
 (6) make any change in the provisions of this Indenture
relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Senior Subordinated Notes; 
 (7) make any change in these amendment and waiver provisions; 
 (8) impair the right of any Holder to receive payment of principal of, or interest on such Holder’s Senior Subordinated Notes on or
after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Senior Subordinated Notes; 
 (9) make any change or modify the subordination provisions of the Senior Subordinated Notes or the Guarantees that would adversely affect the Holders; or 
 (10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Subsidiary in any manner adverse to the
Holders of the Senior Subordinated Notes. 
 Section 9.03 Compliance with Trust Indenture Act. 
 Every amendment or supplement to this Indenture or the Senior Subordinated Notes shall be set forth in an amended or supplemental indenture that complies
with the Trust Indenture Act as then in effect. 
 Section 9.04 Revocation and Effect of Consents. 
 Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Senior Subordinated Note is a continuing consent by the
Holder of a Senior Subordinated Note and every subsequent Holder of a Senior Subordinated Note or portion of a Senior Subordinated Note that evidences the same debt as the consenting Holder’s Senior Subordinated Note, even if notation of the
consent is not made on any Senior Subordinated Note. However, any such Holder of a Senior Subordinated Note or subsequent Holder of a Senior Subordinated Note may revoke the consent as to its Senior Subordinated Note if the Trustee receives written
notice of revocation before the date the waiver, supplement or amendment becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder, provided that any amendment, supplement
or waiver that requires the consent of each affected Holder of a Note shall not become effective with respect to any non-consenting Holder. 
  

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 The Issuer may, but shall not be obligated to, fix a Record Date for the purpose of determining the
Holders entitled to consent to any amendment, supplement, or waiver. If a Record Date is fixed, then, notwithstanding the preceding paragraph, those Persons who were Holders at such Record Date (or their duly designated proxies), and only such
Persons, shall be entitled to consent to such amendment, supplement, or waiver or to revoke any consent previously given, whether or not such Persons continue to be Holders after such Record Date. No such consent shall be valid or effective for more
than 120 days after such Record Date unless the consent of the requisite number of Holders has been obtained. 
 Section 9.05 Notation on or Exchange of
Senior Subordinated Notes. 
 The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Senior
Subordinated Note thereafter authenticated. The Issuer in exchange for all Senior Subordinated Notes may issue and the Trustee shall, upon receipt of a Company Authentication Order, authenticate new Senior Subordinated Notes that reflect the
amendment, supplement or waiver. 
 Failure to make the appropriate notation or issue a new Senior Subordinated Note shall not affect the
validity and effect of such amendment, supplement or waiver. 
 Section 9.06 Trustee to Sign Amendments, etc. 
 The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect
the rights, duties, liabilities or immunities of the Trustee. The Issuer may not sign an amendment, supplement or waiver until the board of directors approves it. In executing any amendment, supplement or waiver, the Trustee shall be entitled to
receive and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 14.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of
such amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer and any Guarantors party thereto, enforceable against them in
accordance with its terms, subject to customary exceptions, and complies with the provisions hereof (including Section 9.03). Notwithstanding the foregoing, no Opinion of Counsel will be required for the Trustee to execute any amendment or
supplement adding a new Guarantor under this Indenture. 
 Section 9.07 Payment for Consent. 
 Neither the Issuer nor any Affiliate of the Issuer shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest,
fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Senior Subordinated Notes unless such consideration is offered to all Holders and is paid to all
Holders that so consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or agreement. 
 ARTICLE 10 
 GUARANTEES 
 Section 10.01 Guarantee. 
 Subject to this Article 10, each of the Guarantors hereby, jointly and severally, fully and
unconditionally guarantees to each Holder of a Senior Subordinated Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Senior
Subordinated Notes or the obligations of the 

  

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Issuer hereunder or thereunder, that: (a) the principal of, interest, premium and Additional Interest, if any, on the Senior Subordinated Notes shall be
promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Senior Subordinated Notes, if any, if lawful, and all other obligations of the Issuer to the
Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Senior Subordinated Notes or
any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount
so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

 The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or
enforceability of the Senior Subordinated Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Senior Subordinated Notes with respect to any provisions hereof or thereof, the recovery of
any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of
payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants that this Guarantee shall not be
discharged except by complete performance of the obligations contained in the Senior Subordinated Notes and this Indenture. 
 Each Guarantor
also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. 
 If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Guarantors or any custodian, trustee, liquidator or other
similar official acting in relation to either the Issuer or the Guarantors, any amount paid either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. 
 Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed
hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations
guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and
(y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this
Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees. 
 Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation,
reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent
permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Senior Subordinated 

  

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Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Senior Subordinated
Notes or Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced,
restored or returned, the Senior Subordinated Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. 
 In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions
shall not in any way be affected or impaired thereby. 
 Pursuant to the provisions of Article 13 hereof, the Guarantee issued by any
Guarantor shall be a general unsecured senior subordinated obligation of such Guarantor and shall be subordinated in right of payment to all existing and future Senior Indebtedness of such Guarantor, if any. 
 Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or
nature. 
 Section 10.02 Limitation on Guarantor Liability. 
 Each Guarantor, and by its acceptance of Senior Subordinated Notes, each Holder, hereby confirms that it is the intention of all such parties that the Guarantee of such Guarantor not constitute a fraudulent transfer
or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee. To effectuate the foregoing intention, the
Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of each Guarantor shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such
Guarantor that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this
Article 10, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law. Each Guarantor that makes a payment under its Guarantee shall be entitled upon payment
in full of all guaranteed obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors
at the time of such payment determined in accordance with GAAP. 
 Section 10.03 Execution and Delivery. 
 To evidence its Guarantee set forth in Section 10.01 hereof, each Guarantor hereby agrees that this Indenture shall be executed on behalf of such
Guarantor by its President, one of its Vice Presidents or one of its Assistant Vice Presidents. 
 Each Guarantor hereby agrees that its
Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Senior Subordinated Notes. 
 If an Officer whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates the Senior Subordinated Note, the
Guarantee shall be valid nevertheless. 
  

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 The delivery of any Senior Subordinated Note by the Trustee, after the authentication thereof hereunder,
shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors. 
 If required by Section 4.15
hereof, the Issuer shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article 10, to the extent applicable. 
 Section 10.04 Subrogation. 
 Each Guarantor shall be
subrogated to all rights of Holders of Senior Subordinated Notes against the Issuer in respect of any amounts paid by any Guarantor pursuant to the provisions of Section 10.01 hereof; provided that, if an Event of Default has occurred
and is continuing, no Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Issuer under this Indenture or the Senior Subordinated Notes
shall have been paid in full. 
 Section 10.05 Benefits Acknowledged. 
 Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the guarantee and waivers made by it pursuant to its Guarantee are
knowingly made in contemplation of such benefits. 
 Section 10.06 Release of Guarantees. 
 A Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Issuer or the
Trustee is required for the release of such Guarantor’s Guarantee, upon: 
 (1) (A) any sale, exchange or transfer (by
merger or otherwise) of the Capital Stock of such Guarantor (including any sale, exchange or transfer), after which the applicable Guarantor is no longer a Restricted Subsidiary or all or substantially all the assets of such Guarantor which sale,
exchange or transfer is made in compliance with the applicable provisions of this Indenture; 
 (B) the release or discharge
of the guarantee by such Guarantor of the Senior Credit Facility or such other guarantee that resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee; 
 (C) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with Section 4.07
hereof and the definition of “Unrestricted Subsidiary” hereunder; or 
 (D) the exercise by Issuer of its Legal
Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the Issuer’s obligations under this Indenture being discharged in accordance with the terms of this Indenture; and 
 (2) such Guarantor delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for in this Indenture relating to such transaction have been complied with. 
  

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 ARTICLE 11 
 SATISFACTION AND DISCHARGE 
 Section 11.01 Satisfaction and Discharge. 
 This Indenture shall be discharged and shall cease to be of further effect as to all Senior Subordinated Notes, when either: 
 (1) all Senior Subordinated Notes theretofore authenticated and delivered, except lost, stolen or destroyed Senior Subordinated Notes
which have been replaced or paid and Senior Subordinated Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or 
 (2) (A) all Senior Subordinated Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of
the making of a notice of redemption or otherwise, shall become due and payable within one year or may 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 or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of the Senior Subordinated Notes, cash in
U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on the Senior Subordinated Notes not theretofore
delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; 
 (B) no Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in
connection therewith) with respect to this Indenture or the Senior Subordinated Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or
violation of, or constitute a default, under the Senior Credit Facility, the Senior Interim Debt Agreement, the Senior Subordinated Interim Debt Agreement, the 9-7/8% Indenture, the Senior Indenture or any other material agreement or instrument
(other than this Indenture) to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit
relating to other Indebtedness and in each case, the granting of Liens in connection therewith); 
 (C) the Issuer has paid or
caused to be paid all sums payable by it under this Indenture; and 
 (D) the Issuer has delivered irrevocable instructions to
the Trustee to apply the deposited money toward the payment of the Senior Subordinated Notes at maturity or the redemption date, as the case may be. 
 In addition, the Issuer must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. 
  

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 Notwithstanding the satisfaction and discharge of this Indenture, if money shall have been deposited with
the Trustee pursuant to subclause (A) of clause (2) of this Section 11.01, the provisions of Section 11.02 and Section 8.06 hereof shall survive. 
 Section 11.02 Application of Trust Money. 
 Subject to the provisions of Section 8.06 hereof, all
money deposited with the Trustee pursuant to Section 11.01 hereof shall be held in trust and applied by it, in accordance with the provisions of the Senior Subordinated Notes and this Indenture, to the payment, either directly or through any
Paying Agent (including the Issuer acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium and Additional Interest, if any) and interest for whose payment such money has been
deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law. 
 If the Trustee or
Paying Agent is unable to apply any money or Government Securities in accordance with Section 11.01 hereof by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, the Issuer’s and any Guarantor’s obligations under this Indenture and the Senior Subordinated Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 11.01
hereof; provided that if the Issuer has made any payment of principal of, premium and Additional Interest, if any, or interest on any Senior Subordinated Notes because of the reinstatement of its obligations, the Issuer shall be subrogated to
the rights of the Holders of such Senior Subordinated Notes to receive such payment from the money or Government Securities held by the Trustee or Paying Agent. 
 ARTICLE 12 
 SUBORDINATION OF NOTES 
 Section 12.01 Agreement To Subordinate. 
 The Issuer agrees, and each Holder by accepting a Senior
Subordinated Note that the payment of all Obligations owing in respect of the Senior Subordinated Notes is subordinated in right of payment, to the extent and in the manner provided in this Article 12, to the prior payment in full of all existing
and future Senior Indebtedness of the Issuer and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness. The Senior Subordinated Notes shall in all respects rank pari passu in right of payment
with all existing and future Senior Subordinated Indebtedness of the Issuer, and will be senior in right of payment to all existing and future Subordinated Indebtedness of the Issuer; and only Indebtedness of the Issuer that is Senior Indebtedness
shall rank senior to the Senior Subordinated Notes in accordance with the provisions set forth herein. All provisions of this Article 12 shall be subject to Section 12.12. 
 Section 12.02 Liquidation, Dissolution or Bankruptcy. 
 Upon any payment or distribution of the assets
of the Issuer to creditors upon a total or partial liquidation or a total or partial dissolution of the Issuer or in a reorganization, bankruptcy, insolvency, receivership of or similar proceeding relating to the Issuer or its property: 

(i) the holders of Senior Indebtedness of the Issuer shall be entitled to receive payment in full of such Senior Indebtedness in cash
or Permitted Investments before Holders shall be entitled to receive any payment; and 
  

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 (ii) until the Senior Indebtedness of the Issuer is paid in full in cash or Permitted
Investments, any payment or distribution to which Holders would be entitled but for Article 12 of this Indenture shall be made to holders of such Senior Indebtedness as their interests may appear, except that Holders may receive Permitted Junior
Securities. 
 Section 12.03 Default on Senior Indebtedness of the Issuer. 
 The Issuer shall not pay principal of, premium, if any, or interest on the Senior Subordinated Notes (or pay any other Obligations relating to the Senior
Subordinated Notes, including Additional Interest, fees, costs, expenses, indemnities and rescission or damage claims) or make any deposit pursuant to Article 8 or Article 11 hereof and may not purchase, redeem or otherwise retire any Senior
Subordinated Notes (collectively, “pay the Senior Subordinated Notes”) (except in the form of Permitted Junior Securities) if either of the following occurs (a “Payment Default”): 
 (i) any Obligation on any Designated Senior Indebtedness of the Issuer is not paid in full in cash or Permitted Investments when due
(after giving effect to any applicable grace periods); or 
 (ii) any other default on Designated Senior Indebtedness of the
Issuer occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms; 
 unless, in either case,
the Payment Default has been cured or waived and any such acceleration has been rescinded or such Designated Senior Indebtedness has been paid in full in cash or Permitted Investments; provided, however, that the Issuer shall be
entitled to pay the Senior Subordinated Notes without regard to the foregoing if the Issuer and the Trustee receive written notice approving such payment from the Representatives of all Designated Senior Indebtedness with respect to which the
Payment Default has occurred and is continuing. 
 During the continuance of any default (other than a Payment Default) with respect to any
Designated Senior Indebtedness of the Issuer pursuant to which the maturity thereof may be accelerated without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods (a
“Non-Payment Default”), the Issuer shall not pay the Senior Subordinated Notes (except in the form of Permitted Junior Securities) for a period (a “Payment Blockage Period”) commencing upon the receipt by the
Trustee (with a copy to the Issuer) of written notice (a “Blockage Notice”) of such Non-Payment Default from the Representative of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and
ending 179 days thereafter. So long as there shall remain outstanding any Senior Indebtedness under the Senior Credit Facility, a Blockage Notice may be given only by the administrative agent thereunder unless otherwise agreed to in writing by
the requisite lenders named therein. The Payment Blockage Period shall end earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Issuer from the Person or Persons who gave such Blockage Notice;
(ii) because the Non-Payment Default giving rise to such Blockage Notice is cured, waived or otherwise no longer continuing; or (iii) because such Designated Senior Indebtedness has been discharged or repaid in full in cash or Permitted
Investments. 
 Notwithstanding the provisions described in the immediately preceding two sentences (but subject to the provisions contained
in the first sentence of this Section 12.03 and Section 12.02 hereof), unless the holders of such Designated Senior Indebtedness or the Representative of such Designated Senior Indebtedness shall have accelerated the maturity of such
Designated Senior Indebtedness or a Payment Default has occurred and is continuing, the Issuer and related Guarantors shall be entitled to resume paying the Senior Subordinated Notes after the end of such Payment Blockage Period. The Senior
Subordinated Notes shall not be subject to 

  

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more than one Payment Blockage Period in any consecutive 360-day period irrespective of the number of defaults with respect to Designated Senior Indebtedness
of the Issuer during such period; provided that if any Blockage Notice is delivered to the Trustee by or on behalf of the holders of Designated Senior Indebtedness of the Issuer (other than the holders of Indebtedness under the Senior Credit
Facility), a Representative of holders of Indebtedness under the Senior Credit Facility may give another Blockage Notice within such period. However, in no event shall the total number of days during which any Payment Blockage Period or Periods on
the Senior Subordinated Notes is in effect exceed 179 days in the aggregate during any consecutive 360-day period, and there must be at least 181 days during any consecutive 360-day period during which no Payment Blockage Period is in effect.
Notwithstanding the foregoing, however, no default that existed or was continuing on the date of delivery of any Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Blockage Notice unless such default shall have been
waived for a period of not less than 90 days (it being acknowledged that any subsequent action, or any breach of any financial covenants during the period after the date of delivery of a Blockage Notice, that, in either case, would give rise to a
Non-Payment Default pursuant to any provisions under which a Non-Payment Default previously existed or was continuing shall constitute a new Non-Payment Default for this purpose). 
 Section 12.04 Acceleration of Payment of Senior Subordinated Notes. 
 If payment of the Senior
Subordinated Notes is accelerated because of an Event of Default, the Issuer or the Trustee shall promptly notify the holders of the Designated Senior Indebtedness of the Issuer or the Representative of such Designated Senior Indebtedness of the
acceleration; provided that any failure to give such notice shall have no effect whatsoever on the provisions of this Article 12. If any Designated Senior Indebtedness of the Issuer is outstanding, neither the Issuer nor any Guarantor may pay
the Senior Subordinated Notes until five Business Days after the Representatives of all the issuers of such Designated Senior Indebtedness receive notice of such acceleration and, thereafter, may pay the Senior Subordinated Notes only if this
Indenture otherwise permits payment at that time. 
 Section 12.05 When Distribution Must Be Paid Over. 
 If a distribution is made to Holders that, due to Article 12 of this Indenture, should not have been made to them, such Holders are required to hold it in
trust for the holders of Senior Indebtedness of the Issuer and pay it over to them as their interests may appear. 
 Section 12.06 Subrogation.

 After all Senior Indebtedness of the Issuer is paid in full and until the Senior Subordinated Notes are paid in full in cash or Permitted
Investments, Holders shall be subrogated (equally and ratably with all other Senior Subordinated Indebtedness ranking pari passu with the Senior Subordinated Notes) to the rights of holders of such Senior Indebtedness to receive distributions
applicable to such Senior Indebtedness. A distribution made under this Article 12 to holders of such Senior Indebtedness that otherwise would have been made to Holders is not, as between the Issuer and Holders, a payment by the Issuer on such Senior
Indebtedness. 
 Section 12.07 Relative Rights. 
 This Article 12 defines the relative rights of Holders and holders of Senior Indebtedness of the Issuer. Nothing in this Indenture shall: 
 (i) impair, as between the Issuer and Holders, the obligation of the Issuer, which is absolute and unconditional, to pay principal of and interest on the Senior Subordinated Notes in accordance with their terms;

  

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 (ii) prevent the Trustee or any Holder from exercising its available remedies upon a
Default, subject to the rights of holders of Senior Indebtedness of the Issuer to receive payments or distributions otherwise payable to Holders and such other rights of such holders of Senior Indebtedness as set forth herein; or 
 (iii) affect the relative rights of Holders and creditors of the Issuer, other than the rights of Holders in relation to holders of Senior
Indebtedness. 
 Section 12.08 Subordination May Not Be Impaired by Issuer. 
 No right of any holder of Senior Indebtedness of the Issuer to enforce the subordination of the Indebtedness evidenced by the Senior Subordinated Notes
shall be impaired by any act or failure to act by the Issuer or by its failure to comply with this Indenture. 
 Section 12.09 Rights of Trustee and
Paying Agent. 
 Notwithstanding Section 12.03 hereof, the Trustee or any Paying Agent may continue to make payments on the Senior
Subordinated Notes and shall not be charged with knowledge of the existence of facts that would prohibit the making of any payments unless, not less than two Business Days prior to the date of such payment, a Responsible Officer of the Trustee
receives notice satisfactory to him that payments may not be made under this Article 12. The Issuer, the Registrar, the Paying Agent, a Representative or a holder of Senior Indebtedness of the Issuer shall be entitled to give the notice;
provided, however, that, if an issue of Senior Indebtedness of the Issuer has a Representative, only the Representative shall be entitled to give the notice. 
 The Trustee in its individual or any other capacity shall be entitled to hold Senior Indebtedness of the Issuer with the same rights it would have if it
were not Trustee. The Registrar and the Paying Agent shall be entitled to do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 12 with respect to any Senior Indebtedness of the Issuer which may at
any time be held by it, to the same extent as any other holder of such Senior Indebtedness; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Nothing in this Article 12 shall apply to claims of, or payments to,
the Trustee under or pursuant to Section 7.07 hereof or any other Section of this Indenture. 
 Section 12.10 Distribution or Notice to
Representative. 
 Whenever a distribution is to be made or a notice given to holders of Senior Indebtedness of the Issuer, the
distribution may be made and the notice given to their Representative (if any). 
 Section 12.11 Article 12 Not To Prevent Events of Default or Limit
Right To Accelerate. 
 The failure to make a payment pursuant to the Senior Subordinated Notes by reason of any provision in this Article
12 shall not be construed as preventing the occurrence of a Default. Subject to Section 12.4, nothing in this Article 12 shall have any effect on the right of the Holders or the Trustee to accelerate the maturity of the Senior Subordinated
Notes. 
  

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 Section 12.12 Trust Moneys Not Subordinated. 
 Notwithstanding anything contained herein to the contrary, payments from money or the proceeds of Government Securities held in trust by the Trustee
for the payment of principal of and interest on the Senior Subordinated Notes pursuant to Article 8 or Article 11 hereof shall not be subordinated to the prior payment of any Senior Indebtedness of the Issuer or subject to the restrictions set forth
in this Article 12, and none of the Holders shall be obligated to pay over any such amount to the Issuer or any holder of Senior Indebtedness of the Issuer or any other creditor of the Issuer, provided that the subordination provisions of
this Article 12 were not violated at the time the applicable amounts were deposited in trust pursuant to Article 8 or Article 11 hereof, as the case may be. 
 Section 12.13 Trustee Entitled To Rely. 
 Upon any payment or distribution pursuant to this Article 12, the Trustee and the
Holders shall be entitled to rely (a) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 hereof are pending, (b) upon a certificate of the liquidating
trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders or (c) upon the Representatives of Senior Indebtedness of the Issuer for the purpose of ascertaining the Persons entitled to participate in
such payment or distribution, the holders of such Senior Indebtedness and other Indebtedness of the Issuer, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this
Article 12. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Senior Indebtedness of the Issuer to participate in any payment or distribution pursuant to this
Article 12, the Trustee shall be entitled to request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness held by such Person, the extent to which such Person is entitled to
participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 12, and, if such evidence is not furnished, the Trustee shall be entitled to defer any payment to such Person pending judicial
determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 hereof shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 12. 
 Section 12.14 Trustee To Effectuate Subordination. 
 A
Holder by its acceptance of a Senior Subordinated Note agrees to be bound by this Article 12 and authorizes and expressly directs the Trustee, on his behalf, to take such action as may be necessary or appropriate to effectuate the subordination
between the Holders and the holders of Senior Indebtedness of the Issuer as provided in this Article 12 and appoints the Trustee as attorney-in-fact for any and all such purposes. 
 Section 12.15 Trustee Not Fiduciary for Holders of Senior Indebtedness of the Issuer. 
 The
Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness of the Issuer and shall not be liable to any such holders if it shall mistakenly pay over or distribute to Holders or the Issuer or any other Person, money
or assets to which any holders of Senior Indebtedness of the Issuer shall be entitled by virtue of this Article 12 or otherwise. 
  

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 Section 12.16 Reliance by Holders of Senior Indebtedness of the Issuer on Subordination Provisions. 
 Each Holder by accepting a Senior Subordinated Note acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an
inducement and a consideration to each holder of any Senior Indebtedness of the Issuer, whether such Senior Indebtedness was created or acquired before or after the issuance of the Senior Subordinated Notes, to acquire and continue to hold, or to
continue to hold, such Senior Indebtedness and such holder of such Senior Indebtedness shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Senior
Indebtedness. 
 Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Indebtedness of the Issuer may,
at any time and from time to time, without the consent of or notice to the Trustee or the Holders, without incurring responsibility to the Trustee or the Holders and without impairing or releasing the subordination provided in this Article 12 or the
obligations hereunder of the Holders to the holders of the Senior Indebtedness of the Issuer, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior
Indebtedness of the Issuer, or otherwise amend or supplement in any manner Senior Indebtedness of the Issuer, or any instrument evidencing the same or any agreement under which Senior Indebtedness of the Issuer is outstanding; (ii) sell,
exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Indebtedness of the Issuer; (iii) release any Person liable in any manner for the payment or collection of Senior Indebtedness of the Issuer;
and (iv) exercise or refrain from exercising any rights against the Issuer and any other Person. 
 ARTICLE 13 
 SUBORDINATION OF GUARANTEES 
 Section 13.01 Agreement To
Subordinate. 
 Each Guarantor agrees, and each Holder by accepting a Senior Subordinated Note agrees, that the obligations of such
Guarantor under its Guarantee are subordinated in right of payment, to the extent and in the manner provided in this Article 13, to the prior payment in full of all existing and future Senior Indebtedness of such Guarantor and that the subordination
is for the benefit of and enforceable by the holders of such Senior Indebtedness. A Guarantor’s obligations under its Guarantee shall in all respects rank pari passu in right of payment with all existing and future Senior Subordinated
Indebtedness of such Guarantor, and will be senior in right of payment to all existing and future Subordinated Indebtedness of such Guarantor; and only Indebtedness of such Guarantor that is Senior Indebtedness shall rank senior to the obligations
of such Guarantor under its Guarantee in accordance with the provisions set forth herein. All provisions of this Article 13 shall be subject to Section 13.12. 
 Section 13.02 Liquidation, Dissolution or Bankruptcy. 
 Upon any payment or distribution of the assets of a Guarantor to
creditors upon a total or partial liquidation or a total or partial dissolution of such Guarantor or in a reorganization, bankruptcy, insolvency, receivership of or similar proceeding relating to such Guarantor or its property: 
 (i) the holders of Senior Indebtedness of such Guarantor shall be entitled to receive payment in full of such Senior Indebtedness in cash
or Permitted Investments before Holders shall be entitled to receive any payment; and 
 (ii) until the Senior Indebtedness of
such Guarantor is paid in full in cash or Permitted Investments, any payment or distribution to which Holders would be entitled but for Article 13 of this Indenture shall be made to holders of such Senior Indebtedness as their interests may appear,
except that Holders may receive Permitted Junior Securities. 
  

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 Section 13.03 Default on Senior Indebtedness of a Guarantor. 
 A Guarantor shall not make any payment pursuant to its Guarantee (or pay any other Obligations relating to its Guarantee, including Additional Interest,
fees, costs, expenses, indemnities and rescission or damage claims) and may not purchase, redeem or otherwise retire any Senior Subordinated Notes (collectively, “pay its Guarantee”) (except in the form of Permitted Junior
Securities) if either of the following occurs (a “Guarantor Payment Default”): 
 (i) any Obligation on any
Designated Senior Indebtedness of such Guarantor is not paid in full in cash or Permitted Investments when due (after giving effect to any applicable grace periods); or 
 (ii) any other default on Designated Senior Indebtedness of such Guarantor occurs and the maturity of such Designated Senior Indebtedness
is accelerated in accordance with its terms; 
 unless, in either case, the Guarantor Payment Default has been cured or waived and any such
acceleration has been rescinded or such Designated Senior Indebtedness has been paid in full in cash or Permitted Investments; provided, however, that such Guarantor shall be entitled to pay its Guarantee without regard to the
foregoing if such Guarantor and the Trustee receive written notice approving such payment from the Representatives of all Designated Senior Indebtedness with respect to which the Guarantor Payment Default has occurred and is continuing. 

During the continuance of any default (other than a Guarantor Payment Default) with respect to any Designated Senior Indebtedness of a Guarantor
pursuant to which the maturity thereof may be accelerated without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods (a “Non-Guarantor Payment
Default”), such Guarantor shall not pay its Guarantee (except in the form of Permitted Junior Securities) for a period (a “Guarantee Payment Blockage Period”) commencing upon the receipt by the Trustee (with a copy to such
Guarantor and the Issuer) of written notice (a “Guarantee Blockage Notice”) of such Non-Guarantor Payment Default from the Representative of such Designated Senior Indebtedness specifying an election to effect a Guarantee Payment
Blockage Period and ending 179 days thereafter. So long as there shall remain outstanding any Senior Indebtedness under the Senior Credit Facility, a Guarantee Blockage Notice may be given only by the administrative agent thereunder unless
otherwise agreed to in writing by the requisite lenders named therein. The Guarantee Payment Blockage Period shall end earlier if such Guarantee Payment Blockage Period is terminated (i) by written notice to the Trustee, the relevant Guarantor
and the Issuer from the Person or Persons who gave such Guarantee Blockage Notice; (ii) because the Non-Guarantor Payment Default giving rise to such Guarantee Blockage Notice is cured, waived or otherwise no longer continuing; or
(iii) because such Designated Senior Indebtedness has been discharged or repaid in full in cash or Permitted Investments. 
 Notwithstanding the provisions described in the immediately preceding two sentences (but subject to the provisions contained in the first sentence of this Section 13.03 and Section 13.02 hereof), unless the holders of such
Designated Senior Indebtedness or the Representative of such Designated Senior Indebtedness shall have accelerated the maturity of such Designated Senior Indebtedness or a Guarantor Payment Default has occurred and is continuing, the relevant
Guarantor shall be entitled to resume paying its Guarantee after the end of such Guarantee Payment Blockage Period. Each Guarantee shall not be subject to more than one Guarantee Payment Blockage Period in any consecutive 360-day period irrespective
of the number of defaults with respect to Designated Senior Indebtedness of the relevant Guarantor during such period; provided that if any Guarantee Blockage Notice is delivered to the 

  

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Trustee by or on behalf of the holders of Designated Senior Indebtedness of such Guarantor (other than the holders of Indebtedness under the Senior Credit
Facility), a Representative of holders of Indebtedness under the Senior Credit Facility may give another Guarantee Blockage Notice within such period. However, in no event shall the total number of days during which any Guarantee Payment Blockage
Period or Periods on a Guarantee is in effect exceed 179 days in the aggregate during any consecutive 360-day period, and there must be at least 181 days during any consecutive 360-day period during which no Guarantee Payment Blockage Period is in
effect. Notwithstanding the foregoing, however, no default that existed or was continuing on the date of delivery of any Guarantee Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Guarantee Blockage Notice unless such
default shall have been waived for a period of not less than 90 days (it being acknowledged that any subsequent action, or any breach of any financial covenants during the period after the date of delivery of a Guarantee Blockage Notice, that, in
either case, would give rise to a Non-Guarantor Payment Default pursuant to any provisions under which a Non-Guarantor Payment Default previously existed or was continuing shall constitute a new Non-Guarantor Payment Default for this purpose).

 Section 13.04 Demand for Payment. 
 If
payment of the Senior Subordinated Notes is accelerated because of an Event of Default and a demand for payment is made on a Guarantor pursuant to Article 10 hereof, the Issuer, such Guarantor or the Trustee shall promptly notify the holders of the
Designated Senior Indebtedness of such Guarantor or the Representative of such Designated Senior Indebtedness of such demand; provided that any failure to give such notice shall have no effect whatsoever on the provisions of this Article 13.
If any Designated Senior Indebtedness of a Guarantor is outstanding, such Guarantor may not pay its Guarantee until five Business Days after the Representatives of all the issuers of such Designated Senior Indebtedness receive notice of such
acceleration and, thereafter, may pay its Guarantee only if this Indenture otherwise permits payment at that time. 
 Section 13.05 When Distribution Must
Be Paid Over. 
 If a distribution is made to Holders that, due to Article 13 of this Indenture, should not have been made to them, such
Holders are required to hold it in trust for the holders of Senior Indebtedness of the relevant Guarantor and pay it over to them as their interests may appear. 
 Section 13.06 Subrogation. 
 After all Senior Indebtedness of a Guarantor is paid in full and until the Senior Subordinated
Notes are paid in full in cash or Permitted Investments, Holders shall be subrogated (equally and ratably with all other Senior Subordinated Indebtedness ranking pari passu with the Senior Subordinated Notes) to the rights of holders of such
Senior Indebtedness to receive distributions applicable to such Senior Indebtedness. A distribution made under this Article 13 to holders of such Senior Indebtedness that otherwise would have been made to Holders is not, as between the relevant
Guarantor and Holders, a payment by such Guarantor on such Senior Indebtedness. 
 Section 13.07 Relative Rights. 
 This Article 13 defines the relative rights of Holders and holders of Senior Indebtedness of a Guarantor. Nothing in this Indenture shall: 
 (i) impair, as between such Guarantor and Holders, the obligation of such Guarantor, which is absolute and unconditional, to make payments
under its Guarantee in accordance with its terms; 
  

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 (ii) prevent the Trustee or any Holder from exercising its available remedies upon a
default by such Guarantor under its obligations with respect to its Guarantee, subject to the rights of holders of Senior Indebtedness of such Guarantor to receive payments or distributions otherwise payable to Holders and such other rights of such
holders of Senior Indebtedness as set forth herein; or 
 (iii) affect the relative rights of Holders and creditors of such
Guarantor, other than the rights of Holders in relation to holders of Senior Indebtedness. 
 Section 13.08 Subordination May Not Be Impaired by a
Guarantor. 
 No right of any holder of Senior Indebtedness of a Guarantor to enforce the subordination of the obligations of such
Guarantor under its Guarantee shall be impaired by any act or failure to act by such Guarantor or by its failure to comply with this Indenture. 
 Section
13.09 Rights of Trustee and Paying Agent. 
 Notwithstanding Section 13.03 hereof, the Trustee or any Paying Agent may continue to
make payments on the Senior Subordinated Notes and shall not be charged with knowledge of the existence of facts that would prohibit the making of any payments unless, not less than two Business Days prior to the date of such payment, a Responsible
Officer of the Trustee receives notice satisfactory to him that payments may not be made under this Article 13. A Guarantor, the Registrar, the Paying Agent, a Representative or a holder of Senior Indebtedness of such Guarantor shall be entitled to
give the notice; provided, however, that, if an issue of Senior Indebtedness of such Guarantor has a Representative, only the Representative shall be entitled to give the notice. 
 The Trustee in its individual or any other capacity shall be entitled to hold Senior Indebtedness of a Guarantor with the same rights it would have if it
were not Trustee. The Registrar and the Paying Agent shall be entitled to do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 13 with respect to any Senior Indebtedness of a Guarantor which may at
any time be held by it, to the same extent as any other holder of such Senior Indebtedness; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Nothing in this Article 13 shall apply to claims of, or payments to,
the Trustee under or pursuant to Section 7.07 hereof or any other Section of this Indenture. 
 Section 13.10 Distribution or Notice to
Representative. 
 Whenever a distribution is to be made or a notice given to holders of Senior Indebtedness of a Guarantor, the
distribution may be made and the notice given to their Representative (if any). 
 Section 13.11 Article 13 Not To Prevent Events of Default or Limit
Right To Demand Payment. 
 The failure of a Guarantor to make a payment pursuant its Guarantee by reason of any provision in this Article
13 shall not be construed as preventing the occurrence of a default by such Guarantor under its Guarantee. Nothing in this Article 13 shall have any effect on the right of the Holders or the Trustee to make a demand for payment on a Guarantor
pursuant to Article 10 hereof. 
  

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 Section 13.12 Trust Moneys Not Subordinated. 
 Notwithstanding anything contained herein to the contrary, payments from money or the proceeds of Government Securities held in trust by the Trustee
for the payment of principal of and interest on the Senior Subordinated Notes pursuant to Article 8 or Article 11 hereof shall not be subordinated to the prior payment of any Senior Indebtedness of any Guarantor or subject to the restrictions set
forth in this Article 13, and none of the Holders shall be obligated to pay over any such amount to such Guarantor or any holder of Senior Indebtedness of such Guarantor or any other creditor of such Guarantor, provided that the subordination
provisions of this Article 13 were not violated at the time the applicable amounts were deposited in trust pursuant to Article 8 or Article 11 hereof, as the case may be 
 Section 13.13 Trustee Entitled To Rely. 
 Upon any payment or distribution pursuant to this Article
13, the Trustee and the Holders shall be entitled to rely (a) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 13.02 hereof are pending, (b) upon a certificate
of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders or (c) upon the Representatives of Senior Indebtedness of a Guarantor for the purpose of ascertaining the Persons entitled
to participate in such payment or distribution, the holders of such Senior Indebtedness and other Indebtedness of such Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article 13. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Senior Indebtedness of a Guarantor to participate in any payment or distribution
pursuant to this Article 13, the Trustee shall be entitled to request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness held by such Person, the extent to which such Person is
entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 13, and, if such evidence is not furnished, the Trustee shall be entitled to defer any payment to such Person pending
judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 hereof shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 13. 
 Section 13.14 Trustee To Effectuate Subordination. 
 A
Holder by its acceptance of a Senior Subordinated Note agrees to be bound by this Article 13 and authorizes and expressly directs the Trustee, on his behalf, to take such action as may be necessary or appropriate to effectuate the subordination
between the Holders and the holders of Senior Indebtedness of a Guarantor as provided in this Article 13 and appoints the Trustee as attorney-in-fact for any and all such purposes. 
 Section 13.15 Trustee Not Fiduciary for Holders of Senior Indebtedness of Guarantors. 
 The
Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness of a Guarantor and shall not be liable to any such holders if it shall mistakenly pay over or distribute to Holders or such Guarantor or any other Person,
money or assets to which any holders of Senior Indebtedness of such Guarantor shall be entitled by virtue of this Article 13 or otherwise. 
  

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 Section 13.16 Reliance by Holders of Senior Indebtedness of a Guarantor on Subordination Provisions. 

Each Holder by accepting a Senior Subordinated Note acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an
inducement and a consideration to each holder of any Senior Indebtedness of a Guarantor, whether such Senior Indebtedness was created or acquired before or after the issuance of the Senior Subordinated Notes, to acquire and continue to hold, or to
continue to hold, such Senior Indebtedness and such holder of such Senior Indebtedness shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Senior
Indebtedness. 
 Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Indebtedness of a Guarantor
may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders, without incurring responsibility to the Trustee or the Holders and without impairing or releasing the subordination provided in this Article 13
or the obligations hereunder of the Holders to the holders of the Senior Indebtedness of such Guarantor, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or
alter, Senior Indebtedness of such Guarantor, or otherwise amend or supplement in any manner Senior Indebtedness of such Guarantor, or any instrument evidencing the same or any agreement under which Senior Indebtedness of such Guarantor is
outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Indebtedness of such Guarantor; (iii) release any Person liable in any manner for the payment or collection of
Senior Indebtedness of such Guarantor; and (iv) exercise or refrain from exercising any rights against such Guarantor and any other Person. 
 ARTICLE 14 
 MISCELLANEOUS 
 Section
14.01 Trust Indenture Act Controls. 
 If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by
Trust Indenture Act Section 318(c), the imposed duties shall control. 
 Section 14.02 Notices. 
 Any notice or communication by the Issuer, any Guarantor or the Trustee to the others is duly given if in writing and delivered in person or mailed by
first-class mail (registered or certified, return receipt requested), fax or overnight air courier guaranteeing next day delivery, to the others’ address: 
 If to the Issuer and/or any Guarantor: 
 c/o First Data Corporation 
 6200 South Quebec Street 
 Greenwood Village,
Colorado 80111 
 Fax No.: (303) 967-7303 
 Attention: Treasurer 
 With copies to: 
 First Data Corporation 
  

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 6200 South Quebec Street 
 Greenwood Village, Colorado 80111 
 Attention: General Counsel 
 Facsimile: (303) 889-6615 
 and

 Kohlberg Kravis Roberts & Co. L.P. 
 9 West 57th Street, Suite 4200 
 New York, New York 10019 
 Attention: Scott Nuttall 
 Facsimile:
(212) 750-0003 
 If to the Trustee: 
 Wells Fargo Bank, National Association 
 Corporate Trust Services 
 45 Broadway- 14th Floor 
 New York, New York
10006 
 Attention: First Data Trustee 
 Facsimile: 212-515-1589 
 The Issuer, any Guarantor or the Trustee, by notice to the others, may designate
additional or different addresses for subsequent notices or communications. 
 All notices and communications (other than those sent to
Holders) shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five calendar days after being deposited in the mail, postage prepaid, if mailed by first-class mail; when receipt acknowledged, if faxed; and
the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery; provided that any notice or communication delivered to the Trustee shall be deemed effective upon actual receipt
thereof. 
 Any notice or communication to a Holder shall be mailed by first-class mail, certified or registered, return receipt requested,
or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar. Any notice or communication shall also be so mailed to any Person described in Trust Indenture Act Section 313(c), to the
extent required by the Trust Indenture Act. 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 within the time prescribed, it is duly given, whether or not the addressee receives
it. 
 If the Issuer mails a notice or communication to Holders, it shall mail a copy to the Trustee and each Agent at the same time.

  

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 Section 14.03 Communication by Holders of Senior Subordinated Notes with Other Holders of Senior Subordinated
Notes. 
 Holders may communicate pursuant to Trust Indenture Act Section 312(b) with other Holders with respect to their rights
under this Indenture or the Senior Subordinated Notes. The Issuer, the Trustee, the Registrar and anyone else shall have the protection of Trust Indenture Act Section 312(c). 
 Section 14.04 Certificate and Opinion as to Conditions Precedent. 
 (a) Upon any request or
application by the Issuer or any of the Guarantors to the Trustee to take any action under this Indenture, the Issuer or such Guarantor, as the case may be, shall furnish to the Trustee: 
 (b) An Officer’s Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in
Section 12.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and 
 (c) An Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in
Section 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied. 
 Section 14.05
Statements Required in Certificate or Opinion. 
 Each certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture (other than a certificate provided pursuant to Section 4.04 hereof or Trust Indenture Act Section 314(a)(4)) shall comply with the provisions of Trust Indenture Act Section 314(e) and shall include:

 (a) a statement that the Person making such certificate or opinion has read such covenant or condition; 
 (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in
such certificate or opinion are based; 
 (c) a statement that, in the opinion of such Person, he or she has made such
examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with (and, in the case of an Opinion of Counsel, may be limited to reliance on an
Officer’s Certificate as to matters of fact); and 
 (d) a statement as to whether or not, in the opinion of such Person,
such condition or covenant has been complied with. 
 Section 14.06 Rules by Trustee and Agents. 
 The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable
requirements for its functions. 
  

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 Section 14.07 No Personal Liability of Directors, Officers, Employees and Stockholders. 
 No director, officer, employee, incorporator or stockholder of the Issuer or any Guarantor or any of their parent companies (other than the Issuer and the
Guarantors) shall have any liability for any obligations of the Issuer or the Guarantors under the Senior Subordinated Notes, the Guarantees or this Indenture or for any claim based on, in respect of, or by reason of such obligations or their
creation. Each Holder by accepting the Senior Subordinated Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Senior Subordinated Notes. 
 Section 14.08 Governing Law. 
 THIS INDENTURE, THE
SENIOR SUBORDINATED NOTES AND ANY GUARANTEE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 
 Section 14.09
Waiver of Jury Trial. 
 EACH OF THE ISSUER, THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SENIOR SUBORDINATED NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY. 
 Section 14.10 Force Majeure. 
 In no event shall the
Trustee be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including without limitation strikes,
work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services.

 Section 14.11 No Adverse Interpretation of Other Agreements. 
 This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Issuer or its Restricted Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used
to interpret this Indenture. 
 Section 14.12 Successors. 
 All agreements of the Issuer in this Indenture and the Senior Subordinated Notes shall bind its successors. All agreements of the Trustee in this Indenture shall bind its successors. All agreements of each Guarantor
in this Indenture shall bind its successors, except as otherwise provided in Section 10.06 hereof. 
 Section 14.13 Severability. 
 In case any provision in this Indenture or in the Senior Subordinated Notes shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 
  

 -127- 








 Section 14.14 Counterpart Originals. 
 The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 
 Section 14.15 Table of Contents, Headings, etc. 
 The Table of Contents, Cross-Reference Table and
headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 

Section 14.16 Qualification of Indenture. 
 The
Issuer and the Guarantors shall qualify this Indenture under the Trust Indenture Act in accordance with the terms and conditions of the Registration Rights Agreement and shall pay all reasonable costs and expenses (including attorneys’ fees and
expenses for the Issuer, the Guarantors and the Trustee) incurred in connection therewith, including, but not limited to, costs and expenses of qualification of this Indenture and the Senior Subordinated Notes and printing this Indenture and the
Senior Subordinated Notes. The Trustee shall be entitled to receive from the Issuer and the Guarantors any such Officer’s Certificates, Opinions of Counsel or other documentation as it may reasonably request in connection with any such
qualification of this Indenture under the Trust Indenture Act. 
 [Signatures on following pages] 
  

 -128- 









					
	FIRST DATA CORPORATION
		
	By:	 	/s/ Philip M. Wall
		 	Name:	 	Philip M. Wall
		 	Title:	 	Executive Vice President and Chief Financial Officer


 Signature Page to Indenture 








	
	 The following entities, each as Guarantor:

	
	 ACHEX, INC.

	 ATLANTIC BANKCARD PROPERTIES CORPORATION

	 ATLANTIC STATES BANKCARD

	 ASSOCIATION, INC.

	 B1 PTI SERVICES, INC.

	 BANKCARD INVESTIGATIVE GROUP INC.

	 BUSINESS OFFICE SERVICES, INC.

	 BUYPASS INCO CORPORATION

	 CALL INTERACTIVE HOLDINGS LLC

	 CALLTELESERVICES, INC.

	 CARDSERVICE DELAWARE, INC.

	 CARDSERVICE INTERNATIONAL, INC.

	 CESI HOLDINGS, INC.

	 CIFS CORPORATION

	 CIFS LLC

	 CONCORD COMPUTING CORPORATION

	 CONCORD CORPORATE SERVICES, INC.

	 CONCORD EFS FINANCIAL SERVICES, INC.

	 CONCORD EFS, INC.

	 CONCORD EMERGING TECHNOLOGIES, INC.

	 CONCORD EQUIPMENT SALES, INC.

	 CONCORD FINANCIAL TECHNOLOGIES, INC.

	 CONCORD NN, LLC

	 CONCORD ONE, LLC

	 CONCORD PAYMENT SERVICES, INC.

	 CONCORD PROCESSING, INC.

	 CONCORD TRANSACTION SERVICES, LLC

	 CREDIT PERFORMANCE INC.

	 CTS HOLDINGS, LLC

	 CTS, INC.

	 DDA PAYMENT SERVICES, LLC

	 DW HOLDINGS, INC.

	 EFS TRANSPORTATION SERVICES, INC.

	 EFTLOGIX, INC.

	 EPSF CORPORATION

	 FDC INTERNATIONAL INC.

	 FDFS HOLDINGS, LLC

	 FDGS HOLDINGS GENERAL PARTNER II, LLC

	 FDGS HOLDINGS, LLC

	 FDGS HOLDINGS, LP

	 FDMS PARTNER, INC.

	 FDR INTERACTIVE TECHNOLOGIES CORPORATION

	 FDR IRELAND LIMITED



 Signature Page to Indenture 








	
	 FDR MISSOURI INC.

	 FDR SIGNET INC.

	 FDR SUBSIDIARY CORP.

	 FIRST DATA FINANCIAL SERVICES, L.L.C.

	 FIRST DATA AVIATION LLC

	 FIRST DATA CARD SOLUTIONS, INC.

	 FIRST DATA COMMERCIAL SERVICES HOLDINGS, INC.

	 FIRST DATA COMMUNICATIONS CORPORATION

	 FIRST DATA GOVERNMENT SOLUTIONS, INC.

	 FIRST DATA GOVERNMENT SOLUTIONS, LLC

	 FIRST DATA GOVERNMENT SOLUTIONS, LP

	 FIRST DATA INTEGRATED SERVICES INC.

	 FIRST DATA LATIN AMERICA INC.

	 FIRST DATA MERCHANT SERVICES CORPORATION

	 FIRST DATA MERCHANT SERVICES NORTHEAST, LLC

	 FIRST DATA MERCHANT SERVICES SOUTHEAST, L.L.C.

	 FIRST DATA MOBILE HOLDINGS, INC.

	 FIRST DATA PAYMENT SERVICES, LLC

	 FIRST DATA PITTSBURGH ALLIANCE PARTNER INC.

	 FIRST DATA PS ACQUISITION INC.

	 FIRST DATA REAL ESTATE HOLDINGS L.L.C.

	 FIRST DATA RESOURCES, LLC

	 FIRST DATA RETAIL ATM SERVICES L.P.

	 FIRST DATA SECURE LLC

	 FIRST DATA SOLUTIONS L.L.C.

	 FIRST DATA TECHNOLOGIES, INC.

	 FIRST DATA VOICE SERVICES

	 FIRST DATA, L.L.C.

	 FSM SERVICES INC.

	 FUNDSXPRESS FINANCIAL NETWORK, INC.

	 FUNDSXPRESS, INC.

	 FX SECURITIES, INC

	 GIBBS MANAGEMENT GROUP, INC.

	 GIFT CARD SERVICES, INC.

	 H & F SERVICES, INC.

	 ICVERIFY INC.

	 IDLOGIX, INC.

	 INITIAL MERCHANT SERVICES, LLC

	 INSTANT CASH SERVICES, LLC

	 INTELLIGENT RESULTS, INC.

	 IPS INC.



 Signature Page to Indenture 








	
	 JOT, INC.

	 LINKPOINT INTERNATIONAL, INC.

	 LOYALTYCO LLC

	 MAS INCO CORPORATION

	 MAS OHIO CORPORATION

	 MONEY NETWORK FINANCIAL, LLC

	 NATIONAL PAYMENT SYSTEMS INC.

	 NEW PAYMENT SERVICES, INC.

	 NPSF CORPORATION

	 PAYPOINT ELECTRONIC PAYMENT SYSTEMS, LLC

	 PAYSYS INTERNATIONAL, INC.

	 POS HOLDINGS, INC.

	 QSAT FINANCIAL, LLC

	 REMITCO LLC

	 SHARED GLOBAL SYSTEMS, INC.

	 SIZE TECHNOLOGIES, INC.

	 SOUTHERN TELECHECK, INC.

	 STAR NETWORKS, INC.

	 STAR PROCESSING, INC.

	 STAR SYSTEMS ASSETS, INC.

	 STAR SYSTEMS, INC.

	 STAR SYSTEMS, LLC

	 STRATEGIC INVESTMENT ALTERNATIVES LLC

	 SY HOLDINGS, INC.

	 TASQ CORPORATION

	 TASQ TECHNOLOGY, INC.

	 TAXWARE, LLC

	 TELECHECK ACQUISITION LLC

	 TELECHECK HOLDINGS, INC.

	 TELECHECK INTERNATIONAL, INC.

	 TELECHECK PITTSBURGH/WEST VIRGINIA, INC.

	 TRANSACTION SOLUTIONS HOLDINGS, INC.

	 TRANSACTION SOLUTIONS, LLC

	 UNIFIED MERCHANT SERVICES

	 UNIFIED PARTNER, INC.

	 VALUELINK, LLC

	 VIRTUAL FINANCIAL SERVICES, LLC

	 YCLIP, LLC



  

					
		
	By:	 	/s/ Stanley J. Andersen
		 	Name:	 	Stanley J. Andersen
		 	Title:	 	Vice President and Assistant Secretary


 Signature Page to Indenture 








	
	 The following entities, each as Guarantor:

	
	 FIRST DATA CAPITAL, INC.

	 FIRST DATA DIGITAL CERTIFICATES INC.

	 GRATITUDE HOLDINGS LLC

	 IPS HOLDINGS INC.

	 SAGEBRUSH HOLDINGS INC.

	 SAGETOWN HOLDINGS INC.

	 SAGEVILLE HOLDINGS LLC

	 SUREPAY REAL ESTATE HOLDINGS, INC.

	 TECHNOLOGY SOLUTIONS INTERNATIONAL, INC.

	 UNIBEX, LLC



  

					
		
	By:	 	/s/ Stanley J. Andersen
		 	Name:	 	Stanley J. Andersen
		 	Title:	 	President


 Signature Page to Indenture 








					
	FDR LIMITED, as Guarantor
		
	By:	 	/s/ Philip M. Wall
		 	Name:	 	Philip M. Wall
		 	Title:	 	Chief Financial Officer


 Signature Page to Indenture 








					
	The following entities, each as Guarantor:
	
	 TELECHECK SERVICES, INC.
 TELECHECK
ACQUISITION-MICHIGAN, LLC

		
	By:	 	/s/ Stanley J. Andersen
		 	Name:	 	Stanley J. Andersen
		 	Title:	 	Assistant Secretary


 Signature Page to Indenture 








					
	 WELLS FARGO BANK, NATIONAL ASSOCIATION,
 as Trustee

		
	By:	 	/s/ Julie Salovitch-Miller
		 	Name:	 	Julie Salovitch-Miller
		 	Title:	 	Vice President









 EXHIBIT A-1 
 [Face of Senior Subordinated Note - Floating Rate] 
 [Insert the Global Note Legend, if applicable
pursuant to the provisions of the Indenture] 
 [Insert the Private Placement Legend, if applicable pursuant to the provisions of the
Indenture] 
 [Insert the Regulation S Temporary Global Note Legend, if applicable pursuant to the provisions of the Indenture] 

 

 A-1-1 








 CUSIP [            ] 
 ISIN [            ]1 
 [[RULE 144A][REGULATION S] GLOBAL NOTE 

 representing up to 
 $[                    ] 
 Floating Rate Senior Subordinated Notes due 2016 
  

	 No.              
	 [$                    ]



 FIRST DATA CORPORATION 
 promises to pay to CEDE & CO. or registered assigns, the principal sum [set forth on the Schedule of Exchanges of Interests in the Global Note attached hereto] [of
                                        
United States Dollars] on March 31, 2016. 
 Interest Payment Dates: March 31, June 30, September 30 and December 31

 Record Dates: March 15, June 15, September 15 and December 15 
  

	 1
	 Rule 144A Note CUSIP: 


 Rule 144A Note ISIN: 
 Regulation S Note CUSIP: 
 Regulation S Note ISIN: 
 Exchange Note CUSIP:

 Exchange Note ISIN: 
  

 A-1-2 








 IN WITNESS HEREOF, the Issuer has caused this instrument to be duly executed. 
 Dated: [            ], 20[    ] 
  

			
	FIRST DATA CORPORATION
		
	By:	 	 
		 	Name:
		 	Title:


  

 A-1-3 








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

			
	 WELLS FARGO BANK, NATIONAL ASSOCIATION,
 as Trustee

		
	By:	 	 
		 	Authorized Signatory


  

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 [Back of Senior Subordinated Note] 
 Floating Rate Senior Subordinated Note due 2016 
 Capitalized terms used herein
shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated. 
 1. INTEREST. First Data
Corporation, a Delaware corporation, promises to pay interest on the principal amount of this Senior Subordinated Note at the rate per annum, reset quarterly, equal to LIBOR plus the Applicable Margin (provided that such
interest rate shall be capped such that it shall not exceed the Senior Subordinated Cap), from [            ], 20[    ] until maturity and shall pay the Additional
Interest, if any, payable pursuant to the Registration Rights Agreement referred to below. The Issuer will pay interest and Additional Interest, if any, quarterly in arrears on March 31, June 30, September 30 and
December 31 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”) without interest accruing on the amount then so payable from such day that is not a
Business Day until such Business Day. Interest on the Senior Subordinated Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that the first
Interest Payment Date shall be [            ], 20[    ]. The Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue principal and premium, if any, from time to time on demand at the interest rate on the Senior Subordinated Notes; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of
interest and Additional Interest, if any, (without regard to any applicable grace periods) from time to time on demand at the interest rate on the Senior Subordinated Notes. Interest will be computed on the basis of a 360-day year comprised of
twelve 30-day months. 
 2. METHOD OF PAYMENT. The Issuer will pay interest on the Senior Subordinated Notes and Additional Interest, if any,
to the Persons who are registered Holders of Senior Subordinated Notes at the close of business on the March 15, June 15, September 15 and December 15 (whether or not a Business Day), as the case may be, next preceding the Interest Payment Date,
even if such Senior Subordinated Notes are canceled after such Record Date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. Payment of interest and Additional
Interest, if any, may be made by check mailed to the Holders at their addresses set forth in the register of Holders, provided that payment by wire transfer of immediately available funds will be required with respect to principal of and
interest, premium and Additional Interest, if any, on, all Global Notes and all other Senior Subordinated Notes the Holders of which shall have provided wire transfer instructions to the Issuer or the Paying Agent. Such payment shall be in such coin
or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. 
 3. PAYING
AGENT, REGISTRAR AND CALCULATION AGENT. Initially, Wells Fargo Bank, National Association, the Trustee under the Indenture, will act as Paying Agent, Registrar and Calculation Agent. The Issuer may change any Paying Agent, Registrar or Calculation
Agent without notice to the Holders. The Issuer or any of its Subsidiaries may act as Paying Agent or Registrar. 
 4. INDENTURE. The Issuer
issued the Senior Subordinated Notes under a Senior Subordinated Indenture, dated as of September 24, 2008 (the “Indenture”), among First Data Corporation, the Guarantors named therein and the Trustee. This Senior Subordinated
Note is one of a duly authorized issue of notes of the Issuer designated as its Senior Subordinated Notes due 

  

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2016. The Issuer shall be entitled to issue Additional Senior Subordinated Notes pursuant to Sections 2.01, 2.02 and 4.09 of the Indenture. The terms of
the Senior Subordinated Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). The Senior Subordinated Notes are
subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. To the extent any provision of this Senior Subordinated Note conflicts with the express provisions of the Indenture, the provisions of
the Indenture shall govern and be controlling. 
 5. OPTIONAL REDEMPTION. 
 (a) At any time and from time to time, the Issuer may redeem all or a part of the Senior Subordinated Notes that are Floating Rate Notes at a redemption
price equal to 100% (or, in the case of a Change of Control Offer, 101%) of the principal amount of such Senior Subordinated Notes redeemed plus accrued and unpaid interest and Additional Interest, if any, to the Redemption Date, subject to
the right of Holders of such Senior Subordinated Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. 
 (b) If the Issuer redeems less than all of the outstanding Senior Subordinated Notes, the Trustee shall select the Senior Subordinated Notes to be redeemed in the manner described under Section 3.02 of the
Indenture. 
 (c) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through
3.06 of the Indenture. 
 6. MANDATORY REDEMPTION. The Issuer shall not be required to make mandatory redemption or sinking fund payments
with respect to the Senior Subordinated Notes. 
 7. NOTICE OF REDEMPTION. Subject to Section 3.03 of the Indenture, notice of
redemption will be mailed by first-class mail at least 30 days but not more than 60 days before the Redemption Date (except that redemption notices may be mailed more than 60 days prior to a Redemption Date if the notice is issued in connection with
Article 8 or Article 11 of the Indenture) to each Holder whose Senior Subordinated Notes are to be redeemed at its registered address. Senior Subordinated Notes in denominations larger than $2,000 may be redeemed in part but only in whole multiples
of $1,000 in excess thereof, unless all of the Senior Subordinated Notes held by a Holder are to be redeemed. On and after the Redemption Date interest ceases to accrue on Senior Subordinated Notes or portions thereof called for redemption.

 8. OFFERS TO REPURCHASE. 
 (a) Upon the occurrence of a Change of Control, the Issuer shall make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof)
of each Holder’s Senior Subordinated Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchase (the “Change of
Control Payment”) , subject to the right of Holders of Senior Subordinated Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. The Change of Control Offer shall be made in accordance
with Section 4.14 of the Indenture. 
  

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 (b) If the Issuer or any of its Restricted Subsidiaries consummates an Asset Sale within 10 Business Days
of each date that the aggregate amount of Excess Proceeds exceeds $200.0 million, the Issuer shall make an offer to all Holders of the Senior Subordinated Notes and to Lenders of the Senior Subordinated Interim Debt, as applicable, and, if
required or permitted by the terms of any pari passu Indebtedness (including the Senior Interim Debt Agreement), to the holders of such Senior Indebtedness (an “Asset Sale Offer”), to purchase the maximum aggregate principal
amount of the Senior Subordinated Notes or Senior Subordinated Interim Debt, as applicable, and such other pari passu Indebtedness that is a minimum of $2,000 or an integral multiple of $1,000 in excess thereof that may be purchased out of
the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the date fixed for the closing of such offer, in accordance with the
procedures set forth in the Indenture. To the extent that the aggregate amount of Senior Subordinated Notes or Senior Subordinated Interim Debt, as applicable, 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 general corporate purposes, subject to other covenants contained in the Indenture or the Senior Subordinated Interim Debt Agreement, as applicable. If the aggregate
principal amount of Senior Subordinated Notes or Senior Subordinated Interim Debt, as applicable, or other pari passu Indebtedness surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Senior
Subordinated Notes and Senior Subordinated Interim Debt, as applicable, and such other pari passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Senior Subordinated Notes or
Senior Subordinated Interim Debt, as applicable, or such other pari passu Indebtedness tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. 
 (c) The Issuer may, at its option, make an Asset Sale Offer using proceeds from any Asset Sale at any time after consummation of such Asset Sale;
provided that such Asset Sale Offer shall be in an aggregate amount of not less than $25.0 million. Upon consummation of such Asset Sale Offer, any Net Proceeds not required to be used to purchase Senior Subordinated Notes shall not be
deemed Excess Proceeds. 
 9. DENOMINATIONS, TRANSFER, EXCHANGE. The Senior Subordinated Notes are in registered form without coupons in
denominations of $2,000 and integral multiples of $1,000 in excess thereof. The transfer of Senior Subordinated Notes may be registered and Senior Subordinated Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may
require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuer may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Issuer need not exchange or register
the transfer of any Senior Subordinated Notes or portion of a Senior Subordinated Notes selected for redemption, except for the unredeemed portion of any Senior Subordinated Notes being redeemed in part. Also, the Issuer need not exchange or
register the transfer of any Senior Subordinated Notes for a period of 15 days before a selection of Senior Subordinated Notes to be redeemed. 
 10. PERSONS DEEMED OWNERS. The registered Holder of a Senior Subordinated Note may be treated as its owner for all purposes. 
 11.
AMENDMENT, SUPPLEMENT AND WAIVER. The Indenture, the Guarantees or the Senior Subordinated Notes may be amended or supplemented as provided in the Indenture. 
 12. DEFAULTS AND REMEDIES. The Events of Default relating to the Senior Subordinated Notes are defined in Section 6.01(a) of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the
Required Holders of at least 30% of the Required Debt may declare the principal, premium, if any, interest and any other monetary obligations on all the then 

  

 A-1-7 








 
outstanding Senior Subordinated Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from
certain events of bankruptcy or insolvency, all outstanding Senior Subordinated Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Senior Subordinated Notes or the Guarantees
except as provided in the Indenture. Subject to certain limitations, the Required Holders may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Senior Subordinated Notes notice of any continuing
Default (except a Default relating to the payment of principal, premium, if any, Additional Interest, if any, or interest) if it determines that withholding notice is in their interest. The Required Holders of at least a majority of the Required
Debt by written notice to the Trustee may on behalf of the Holders of all of the Senior Subordinated Notes waive any existing Default or and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if
any, Additional Interest, if any, or interest on, any of the Senior Subordinated Notes held by a non-consenting Holder. The Issuer and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) is required to
deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within five (5) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and
what action the Issuer proposes to take with respect thereto. 
 13. AUTHENTICATION. This Senior Subordinated Note shall not be entitled to
any benefit under the Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of the Trustee. 
 14.
ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders of Senior Subordinated Notes under the Indenture, Holders of Restricted Global Notes and Restricted Definitive
Notes shall have all the rights set forth in the Registration Rights Agreement, dated as of [            ], 20[            ],
among First Data Corporation, the Guarantors named therein and the other parties named on the signature pages thereof (the “Registration Rights Agreement”), including the right to receive Additional Interest (as defined in the
Registration Rights Agreement). 
 15. GOVERNING LAW. THE INDENTURE, THE SENIOR SUBORDINATED NOTES AND ANY GUARANTEE WILL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 
 16. CUSIP/ISIN NUMBERS. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP/ISIN numbers to be printed on the Senior Subordinated Notes and the Trustee may use CUSIP/ISIN numbers in notices of redemption as a convenience to Holders. No
representation is made as to the accuracy of such numbers either as printed on the Senior Subordinated Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. 

The Issuer will furnish to any Holder upon written request and without charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to the Issuer at the following address: 
 c/o First Data Corporation 
 6200 South Quebec Street 
 Greenwood Village,
Colorado 80111 
 Fax No.: (303) 967-7303 
 Attention: Treasurer 
  

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 ASSIGNMENT FORM 
 To assign this Senior Subordinated Note, fill in the form below: 
  

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

  

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


			
	and irrevocably appoint 	  	 
	to transfer this Senior Subordinated Note on the books of the Issuer. The agent may substitute another to act for him.

 Date:
                                        

  

			
	Your Signature:	 	 
		 	(Sign exactly as your name appears on the face of this Senior Subordinated Note)


 Signature Guarantee*:
                                         
                    
  

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

  

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 OPTION OF HOLDER TO ELECT PURCHASE 
 If you want to elect to have this Senior Subordinated Note purchased by the Issuer pursuant to Section 4.10 or 4.14 of the Indenture, check the
appropriate box below: 
  ̈  Section 4.10                 ̈  Section 4.14 
 If you want to elect to have only part of this Senior Subordinated Note purchased by the Issuer pursuant to Section 4.10 or Section 4.14 of the
Indenture, state the amount you elect to have purchased: 
 $                             
 Date:
                                        

  

			
	Your Signature:	 	 
		 	(Sign exactly as your name appears on the face of this Senior Subordinated Note)



			
	Tax Identification No.:	 	 


 Signature Guarantee*:
                                         
                    
  

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

  

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 SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE* 
 The initial outstanding principal amount of this Global Note is
$                    . The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note,
or exchanges of a part of another Global or Definitive Note for an interest in this Global Note, have been made: 
  

									
	 Date of
 Exchange
	  	Amount of
decrease
in Principal
Amount	  	Amount of increase
in Principal
Amount of this
Global Note	  	Principal Amount
of
this Global Note
following such
decrease or
increase	  	Signature of
authorized officer
of Trustee or 
Custodian
		  		  		  		  	

  

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

  

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 EXHIBIT A-2 
 [Face of Senior Subordinated Note - Fixed Rate] 
 [Insert the Global Note Legend, if applicable
pursuant to the provisions of the Indenture] 
 [Insert the Private Placement Legend, if applicable pursuant to the provisions of the
Indenture] 
 [Insert the Regulation S Temporary Global Note Legend, if applicable pursuant to the provisions of the Indenture] 

 

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 CUSIP [            ] 
 ISIN [            ]1 
 [[RULE 144A][REGULATION S] GLOBAL NOTE 

 representing up to 
 $[                        ] 
 [            ]% Senior Subordinated Notes due 2016 
  

			
	No.             	  	[$                    ]

 FIRST DATA CORPORATION 
 promises to pay to CEDE & CO. or registered assigns, the principal sum [set forth on the Schedule of Exchanges of Interests in the Global Note attached hereto] [of
                                         
                                United States Dollars] on March 31, 2016. 

Interest Payment Dates: March 31 and September 30 
 Record
Dates: March 15 and September 15 
  
  

	 1
	 Rule 144A Note CUSIP: 


 Rule 144A Note ISIN: 
 Regulation S Note CUSIP: 
 Regulation S Note ISIN: 
 Exchange Note CUSIP:

 Exchange Note ISIN: 
  

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 IN WITNESS HEREOF, the Issuer has caused this instrument to be duly executed. 
 Dated: September 24, 2008 
  

			
	FIRST DATA CORPORATION
		
	By:	 	 
		 	Name:
		 	Title:


  

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

			
	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	as Trustee
		
	By:	 	 
		 	Authorized Signatory


  

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 [Back of Senior Subordinated Note] 
 11 1/4% Senior Subordinated Notes due 2016 
 Capitalized terms used herein shall have the meanings
assigned to them in the Indenture referred to below unless otherwise indicated. 
 1.
INTEREST. First Data Corporation, a Delaware corporation, promises to pay interest on the principal amount of this Senior Subordinated Note at 11 1/4% per annum from [            ], 20[    ] until maturity and shall pay the Additional Interest, if any, payable
pursuant to the Registration Rights Agreement referred to below. The Issuer will pay interest and Additional Interest, if any, semi-annually in arrears on March 31 and September 30 of each year, or if any such day is not a Business Day, on
the next succeeding Business Day (each, an “Interest Payment Date”) without interest accruing on the amount then so payable from such day that is not a Business Day until such Business Day. Interest on the Senior Subordinated Notes
will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that the first Interest Payment Date shall be
[            ], 20[    ]. The Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if
any, from time to time on demand at the interest rate on the Senior Subordinated Notes; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest,
if any, (without regard to any applicable grace periods) from time to time on demand at the interest rate on the Senior Subordinated Notes. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

 2. METHOD OF PAYMENT. The Issuer will pay interest on the Senior Subordinated Notes and Additional Interest, if any, to the Persons
who are registered Holders of Senior Subordinated Notes at the close of business on the March 15 and September 15 (whether or not a Business Day), as the case may be, next preceding the Interest Payment Date, even if such Senior
Subordinated Notes are canceled after such Record Date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. Payment of Cash Interest and Additional Interest, if
any, may be made by check mailed to the Holders at their addresses set forth in the register of Holders, provided that payment by wire transfer of immediately available funds will be required with respect to principal of and interest, premium
and Additional Interest, if any, on, all Global Notes and all other Senior Subordinated Notes the Holders of which shall have provided wire transfer instructions to the Issuer or the Paying Agent. Such payment shall be in such coin or currency of
the United States of America as at the time of payment is legal tender for payment of public and private debts. 
 3. PAYING AGENT AND
REGISTRAR. Initially, Wells Fargo Bank, National Association, the Trustee under the Indenture, will act as Paying Agent and Registrar. The Issuer may change any Paying Agent or Registrar without notice to the Holders. The Issuer or any of its
Subsidiaries may act in any such capacity. 
 4. INDENTURE. The Issuer issued the Senior Subordinated Notes under a Senior Indenture, dated
as of September 24, 2008 (the “Indenture”), among First Data Corporation, the Guarantors named therein and the Trustee. This Senior Subordinated Note is one of a duly authorized issue of notes of the Issuer designated as its
Senior Subordinated Notes due 2016. The Issuer shall be entitled to issue Additional Senior Subordinated Notes pursuant to Sections 2.01, 2.02 and 4.09 of the Indenture. The terms of the Senior Subordinated Notes include those stated in the
Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). The Senior Subordinated Notes are subject to all such terms, and Holders are referred to
the Indenture and such Act for a statement of such terms. To the extent any provision of this Senior Subordinated Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.

  

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 5. OPTIONAL REDEMPTION. 
 (a) Except as set forth below, the Issuer will not be entitled to redeem Senior Subordinated Notes at its option prior to September 30, 2011. 
 (b) At any time prior to September 30, 2011, the Issuer may redeem all or a part of the Senior Subordinated Notes that are Fixed Rate Notes, upon
not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to the registered address of each Holder of Senior Subordinated Notes or otherwise in accordance with the procedures of DTC, at a redemption price equal to 100% of
the principal amount of the Senior Subordinated Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to the date of redemption (the “Redemption Date”), subject to the
rights of Holders of Senior Subordinated Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. 
 (c) On and after September 30, 2011, the Issuer may redeem the Senior Subordinated Notes that are Fixed Rate Notes, in whole or in part, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to the
registered address of each Holder of Senior Subordinated Notes or otherwise in accordance with the procedures of DTC, at a redemption price equal to 100% of the principal amount thereof, plus the Specified Premium with respect thereto, plus accrued
and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of Senior Subordinated Notes of record on the relevant Record Date to receive interest due on the relevant Interest
Payment Date. 
 (d) In addition, until September 30, 2010, the Issuer may, at its option, on one or more occasions redeem up to 35% of
the aggregate principal amount of Senior Subordinated Notes that are Fixed Rate Notes at a redemption price equal to 100% of the aggregate principal amount thereof, plus a premium equal to the Applicable Rate, plus accrued and unpaid interest
thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of Senior Subordinated Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the
net cash proceeds of one or more Equity Offerings; provided (i) that at least 50% of the sum of the original aggregate principal amount of Senior Subordinated Notes issued under this Indenture and the original principal amount of any
Additional Senior Subordinated Notes that are Senior Subordinated Notes issued under this Indenture after the Initial Issue Date remains outstanding immediately after the occurrence of each such redemption and (ii) that each such redemption
occurs within 90 days of the date of closing of each such Equity Offering. Notice of any redemption may, at the Issuer’s option and discretion, be subject to one or more conditions precedent, including, but not limited to, completion of an
Equity Offering or other corporate transaction. 
 (e) If the Issuer redeems less than all of the outstanding Senior Subordinated Notes, the
Trustee shall select the Senior Subordinated Notes to be redeemed in the manner described under Section 3.02 of the Indenture. 
 (f)
Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture. 
  

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 6. MANDATORY REDEMPTION. The Issuer shall not be required to make mandatory redemption or sinking fund
payments with respect to the Senior Subordinated Notes. 
 7. NOTICE OF REDEMPTION. Subject to Section 3.03 of the Indenture, notice of
redemption will be mailed by first-class mail at least 30 days but not more than 60 days before the Redemption Date (except that redemption notices may be mailed more than 60 days prior to a Redemption Date if the notice is issued in connection with
Article 8 or Article 11 of the Indenture) to each Holder whose Senior Subordinated Notes are to be redeemed at its registered address. Senior Subordinated Notes in denominations larger than $2,000 may be redeemed in part but only in whole multiples
of $1,000 in excess thereof, unless all of the Senior Subordinated Notes held by a Holder are to be redeemed. On and after the Redemption Date interest ceases to accrue on Senior Subordinated Notes or portions thereof called for redemption.

 8. OFFERS TO REPURCHASE. 
 (a) Upon the occurrence of a Change of Control, the Issuer shall make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof)
of each Holder’s Senior Subordinated Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchase (the “Change of
Control Payment”) , subject to the right of Holders of Senior Subordinated Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. The Change of Control Offer shall be made in accordance
with Section 4.14 of the Indenture. 
 (b) If the Issuer or any of its Restricted Subsidiaries consummates an Asset Sale within 10
Business Days of each date that the aggregate amount of Excess Proceeds exceeds $200.0 million, the Issuer shall make an offer to all Holders of the Senior Subordinated Notes and to Lenders of the Senior Interim Debt, as applicable, and, if
required or permitted by the terms of any Senior Indebtedness (including the Senior Interim Debt Agreement), to the holders of such Senior Indebtedness (an “Asset Sale Offer”), to purchase the maximum aggregate principal amount of
the Senior Subordinated Notes or Senior Subordinated Interim Debt, as applicable, and such Senior Indebtedness that is a minimum of $2,000 or an integral multiple of $1,000 in excess thereof that may be purchased out of the Excess Proceeds at an
offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the
Indenture. To the extent that the aggregate amount of Senior Subordinated Notes or Senior Subordinated Interim Debt, as applicable, and such Senior Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuer
may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in the Indenture or the Senior Subordinated Interim Debt Agreement, as applicable. If the aggregate principal amount of Senior Subordinated
Notes and Senior Subordinated Interim Debt, as applicable, or Senior Indebtedness surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Senior Subordinated Notes and Senior Subordinated Interim Debt,
as applicable, and such Senior Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Senior Subordinated Notes or Senior Subordinated Interim Debt, as applicable, or such Senior Indebtedness
tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. 
 (c) The Issuer may, at its
option, make an Asset Sale Offer using proceeds from any Asset Sale at any time after consummation of such Asset Sale; provided that such Asset Sale Offer shall be in an aggregate amount of not less than $25.0 million. Upon consummation
of such Asset Sale Offer, any Net Proceeds not required to be used to purchase Senior Subordinated Notes shall not be deemed Excess Proceeds. 
  

 A-2-7 








 9. DENOMINATIONS, TRANSFER, EXCHANGE. The Senior Subordinated Notes are in registered form without
coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The transfer of Senior Subordinated Notes may be registered and Senior Subordinated Notes may be exchanged as provided in the Indenture. The Registrar and the
Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuer may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Issuer need not exchange or
register the transfer of any Senior Subordinated Notes or portion of a Senior Subordinated Notes selected for redemption, except for the unredeemed portion of any Senior Subordinated Notes being redeemed in part. Also, the Issuer need not exchange
or register the transfer of any Senior Subordinated Notes for a period of 15 days before a selection of Senior Subordinated Notes to be redeemed. 
 10. PERSONS DEEMED OWNERS. The registered Holder of a Senior Subordinated Note may be treated as its owner for all purposes. 
 11.
AMENDMENT, SUPPLEMENT AND WAIVER. The Indenture, the Guarantees or the Senior Subordinated Notes may be amended or supplemented as provided in the Indenture. 
 12. DEFAULTS AND REMEDIES. The Events of Default relating to the Senior Subordinated Notes are defined in Section 6.01(a) of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the
Required Holders of at least 30% of the Required Debt may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Senior Subordinated Notes to be due and payable immediately. Notwithstanding
the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Senior Subordinated Notes will become due and payable immediately without further action or notice. Holders may not enforce
the Indenture, the Senior Subordinated Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, the Required Holders may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from
Holders of the Senior Subordinated Notes notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, Additional Interest, if any, or interest) if it determines that withholding notice is in their
interest. The Required Holders of at least a majority of the Required Debt by written notice to the Trustee may on behalf of the Holders of all of the Senior Subordinated Notes waive any existing Default or and its consequences under the Indenture
except a continuing Default in payment of the principal of, premium, if any, Additional Interest, if any, or interest on, any of the Senior Subordinated Notes held by a non-consenting Holder. The Issuer and each Guarantor (to the extent that such
Guarantor is so required under the Trust Indenture Act) is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within five (5) Business Days after becoming aware of any
Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer proposes to take with respect thereto. 
 13. AUTHENTICATION. This Senior Subordinated Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of the Trustee. 
  

 A-2-8 








 14. ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED DEFINITIVE NOTES. In addition
to the rights provided to Holders of Senior Subordinated Notes under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes shall have all the rights set forth in the Registration Rights Agreement, dated as of
[            ], 20[ ], among First Data Corporation, the Guarantors named therein and the other parties named on the signature pages thereof (the “Registration Rights
Agreement”), including the right to receive Additional Interest (as defined in the Registration Rights Agreement). 
 15. GOVERNING
LAW. THE INDENTURE, THE SENIOR SUBORDINATED NOTES AND ANY GUARANTEE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 
 16. CUSIP/ISIN NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP/ISIN numbers to be printed on the Senior Subordinated Notes
and the Trustee may use CUSIP/ISIN numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Senior Subordinated Notes or as contained in any notice of
redemption and reliance may be placed only on the other identification numbers placed thereon. 
 The Issuer will furnish to any Holder upon
written request and without charge a copy of the Indenture and/or the Registration Rights Agreement. Requests may be made to the Issuer at the following address: 
 c/o First Data Corporation 
 6200 South Quebec Street 
 Greenwood Village, Colorado 80111 
 Fax No.:
(303) 967-7303 
 Attention: Treasurer 
  

 A-2-9 








 ASSIGNMENT FORM 
 To assign this Senior Subordinated Note, fill in the form below: 
 (I) or (we) assign and transfer this Senior Subordinated
Note to:
                                         
                            
                                         
                                         
                                   (Insert assignee’ legal name)

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

  
  
  
  
  
  
  
  
  
  
  
  
 (Print or type assignee’s name, address and
zip code) 
 and irrevocably appoint
                                         
                                         
                                         
              to transfer this Senior Subordinated Note on the books of the Issuer. The agent may substitute another to act for him. 
 Date:                      
  

			
		
	Your Signature:	 	 
		 	(Sign exactly as your name appears on the face of this Senior Subordinated Note)


 Signature Guarantee*:
                                 
  

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

  

 A-2-10 








 OPTION OF HOLDER TO ELECT PURCHASE 
 If you want to elect to have this Senior Subordinated Note purchased by the Issuer pursuant to Section 4.10 or 4.14 of the Indenture, check the
appropriate box below: 
  ̈  Section 4.10             ̈  Section 4.14 
 If you want to elect to have only part of this Senior Subordinated Note purchased by the Issuer pursuant to Section 4.10 or Section 4.14 of the
Indenture, state the amount you elect to have purchased: 
 $                     
 Date:
                     
  

					
		
	Your Signature:	 	 
		 	(Sign exactly as your name appears on the face of this Senior Subordinated Note)



					
	Tax Identification No.:	 	 


 Signature Guarantee*:
                                        

  

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

  

 A-2-11 








 SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE* 
 The initial outstanding principal amount of this Global Note is
$                    . The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note,
or exchanges of a part of another Global or Definitive Note for an interest in this Global Note, have been made: 
  

									
	 Date of
Exchange
	  	Amount of
decrease
in Principal
Amount	  	Amount of increase
in Principal
Amount of this
Global Note	  	Principal Amount
of
this Global Note
following such
decrease
or
increase	  	Signature of
authorized officer
of Trustee or 
Custodian
		  		  		  		  	
		  		  		  		  	

  

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

  

 A-2-12 








 EXHIBIT B 
 FORM OF CERTIFICATE OF TRANSFER 
 c/o First Data Corporation 
 6200 South Quebec Street 
 Greenwood Village, Colorado 80111 
 Fax No.: (303) 967-7303 
 Attention: Treasurer 
 Wells Fargo Bank, National Association 
 Corporate Trust Services 
 45 Broadway- 14th Floor 
 New York, New York 10006 
 Fax No.: (212) 515-1589 
 Attention: First Data Trustee 

 

	 	Re:	Senior Subordinated Notes due 2016 

 Reference is hereby
made to the Indenture, dated as of September 24, 2008 (the “Indenture”), among First Data Corporation, the Guarantors named therein and the Trustee. Capitalized terms used but not defined herein shall have the meanings given to
them in the Indenture. 
                      (the “Transferor”) owns and proposes to transfer the Senior Subordinated Note[s] or interest in
such Senior Subordinated Note[s] specified in Annex A hereto, in the principal amount of $                     in such Senior Subordinated
Note[s] or interests (the “Transfer”), to                      (the “Transferee”), as further specified in
Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that: 
 [CHECK ALL THAT APPLY] 
 1.  ̈  CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE 144A GLOBAL NOTE OR A
DEFINITIVE NOTE PURSUANT TO RULE 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor
hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more
accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule
144A and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States. 
 2.  ̈  CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE REGULATION S GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO REGULATION S. The Transfer is being effected pursuant to and in accordance
with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a person in the United States and (x) at the time the buy order was originated, the
Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the 

  

 B-1 








 
Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market
and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or
Rule 904(b) of Regulation S under the Securities Act (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration
of the Restricted Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person. Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest
or Definitive Note will be subject to the restrictions on Transfer enumerated in the Indenture and the Securities Act. 
 3.  ̈  CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE DEFINITIVE NOTE PURSUANT TO ANY PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The Transfer is being
effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws
of any state of the United States, and accordingly the Transferor hereby further certifies that (check one): 
 (a)  ̈  such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act; 
 or 
 (b)  ̈  such Transfer is being effected to the Issuer or a
subsidiary thereof; 
 or 
 (c)  ̈  such Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus delivery requirements
of the Securities Act. 
 4.  ̈  CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST
IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE. 
 (a)  ̈  CHECK IF
TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky
securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of
the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the
Restricted Global Notes, on Restricted Definitive Notes and in the Indenture. 
 (b)  ̈  CHECK IF
TRANSFER IS PURSUANT TO REGULATION S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any
applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer 

  

 B-2 








 
contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of
the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the
Restricted Global Notes, on Restricted Definitive Notes and in the Indenture. 
 (c)  ̈  CHECK IF
TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance
with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. 
  

 B-3 








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

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


 Dated:
                     
  

 B-4 








 ANNEX A TO CERTIFICATE OF TRANSFER 
  

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

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

	(a)	 ̈  a beneficial interest in the: 

  

	 	(i)	 ̈  144A Global Note (CUSIP [            ]), or 

  

	 	(ii)	 ̈  Regulation S Global Note (CUSIP [            ]), or


  

	 	(b)	 ̈  a Restricted Definitive Note. 

  

	2.	After the Transfer the Transferee will hold: 

 [CHECK ONE]

  

	(a)	 ̈  a beneficial interest in the: 

  

	 	(i)	 ̈  144A Global Note (CUSIP [            ]), or 

  

	 	(ii)	 ̈  Regulation S Global Note (CUSIP [            ]), or


  

	 	(iii)	 ̈  Unrestricted Global Note (CUSIP [            ]); or


  

	(b)	 ̈  a Restricted Definitive Note; or 

  

	(c)	 ̈  an Unrestricted Definitive Note, in accordance with the terms of the Indenture. 

  

 B-5 








 EXHIBIT C 
 FORM OF CERTIFICATE OF EXCHANGE 
 c/o First Data Corporation 
 6200 South Quebec Street 
 Greenwood Village, Colorado 80111 
 Fax No.: (303) 967-7303 
 Attention: Treasurer 
 Wells Fargo Bank, National Association 
 Corporate Trust Services 
 45 Broadway- 14th Floor 
 New York, New York 10006 
 Fax No.: (212) 515-1589 
 Attention: First Data Trustee 

 

	 	Re:	Senior Subordinated Notes due 2016 

 Reference is hereby
made to the Indenture, dated as of September 24, 2008 (the “Indenture”), among First Data Corporation, the Guarantors named therein and the Trustee. Capitalized terms used but not defined herein shall have the meanings given to
them in the Indenture. 
                      (the “Owner”) owns and proposes to exchange the Senior Subordinated Note[s] or interest in such
Senior Subordinated Note[s] specified herein, in the principal amount of $                     in such Senior Subordinated Note[s] or
interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 
 1) EXCHANGE OF RESTRICTED
DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE 
 a)  ̈  CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL
INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby
certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and
in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. 
  

 C-1 








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

 C-2 








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

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


 Dated:
                     
  

 C-3 








 EXHIBIT D 
 [FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT GUARANTORS] 
 Supplemental Indenture (this
“Supplemental Indenture”), dated as of                     , among
                     (the “Guaranteeing Subsidiary”), a subsidiary of First Data Corporation, a Delaware corporation (the
“Issuer”), and Wells Fargo Bank, National Association, as trustee (the “Trustee”). 
 W I T N E S S E T H

 WHEREAS, each of First Data Corporation and the Guarantors (as defined in the Indenture referred to below) has heretofore executed and
delivered to the Trustee an indenture (the “Indenture”), dated as of September 24, 2008, providing for the issuance of an unlimited aggregate principal amount of Senior Subordinated Notes due 2016 (the “Senior
Subordinated Notes”); 
 WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute
and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuer’s Obligations under the Senior Subordinated Notes and the Indenture on the terms and conditions
set forth herein and under the Indenture (the “Guarantee”); and 
 WHEREAS, pursuant to Section 9.01 of the Indenture,
the Trustee is authorized to execute and deliver this Supplemental Indenture. 
 NOW THEREFORE, in consideration of the foregoing and for
other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Senior Subordinated Notes as follows: 
 (1) Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. 
 (2) Agreement to Guarantee. The Guaranteeing Subsidiary hereby agrees as follows: 
 (a) Along with all Guarantors named in the Indenture, to jointly and severally unconditionally guarantee to each Holder of a Senior
Subordinated Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Senior Subordinated Notes or the obligations of the Issuer
hereunder or thereunder, that: 
 (i) the principal of and interest, premium and Additional Interest, if any, on the Senior
Subordinated Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Senior Subordinated Notes, if any, if lawful, and all other
obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and 
  

 D-1 








 (ii) in case of any extension of time of payment or renewal of any Senior Subordinated
Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any
amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors and the Guaranteeing Subsidiary shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a guarantee of
collection. 
 (b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or
enforceability of the Senior Subordinated Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Senior Subordinated Notes with respect to any provisions hereof or thereof, the recovery of
any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. 
 (c) The following is hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or
bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever. 
 (d) Except as set forth in Section 5 hereto, this Guarantee shall not be discharged except by complete performance of the obligations contained in the Senior Subordinated Notes, the Indenture and this Supplemental Indenture, and the
Guaranteeing Subsidiary accepts all obligations of a Guarantor under the Indenture. 
 (e) If any Holder or the Trustee is
required by any court or otherwise to return to the Issuer, the Guarantors (including the Guaranteeing Subsidiary), or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Guarantors, any amount
paid either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. 
 (f) The Guaranteeing Subsidiary shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby.

 (g) As between the Guaranteeing Subsidiary, on the one hand, and the Holders and the Trustee, on the other hand,
(x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in
respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due
and payable by the Guaranteeing Subsidiary for the purpose of this Guarantee. 
 (h) The Guaranteeing Subsidiary shall have
the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Guarantee. 
  

 D-2 








 (i) Pursuant to Section 10.02 of the Indenture, after giving effect to all other
contingent and fixed liabilities that are relevant under any applicable Bankruptcy or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other
Guarantor in respect of the obligations of such other Guarantor under Article 10 of the Indenture, this new Guarantee shall be limited to the maximum amount permissible such that the obligations of such Guaranteeing Subsidiary under this Guarantee
will not constitute a fraudulent transfer or conveyance. 
 (j) This Guarantee shall remain in full force and effect and
continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for
all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Senior Subordinated Notes are,
pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Senior Subordinated Notes and Guarantee, whether as a “voidable preference”, “fraudulent transfer” or
otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Senior Subordinated Note shall, to the fullest extent permitted by law, be
reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. 
 (k) In case any
provision of this Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 
 (l) This Guarantee shall be a general senior obligation of such Guaranteeing Subsidiary, ranking equally in right of payment with all
existing and future senior Indebtedness of the Guaranteeing Subsidiary. The Guarantees will be senior in right of payment to all existing and future Subordinated Indebtedness of each Guarantor. The Senior Subordinated Notes will be structurally
subordinated to Indebtedness and other liabilities of Subsidiaries of the Issuer that do not Guarantee the Senior Subordinated Notes, if any. 
 (m) Each payment to be made by the Guaranteeing Subsidiary in respect of this Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature. 
 (3) Execution and Delivery. The Guaranteeing Subsidiary agrees that the Guarantee shall remain in full force and effect notwithstanding the
absence of the endorsement of any notation of such Guarantee on the Senior Subordinated Notes. 
 (4) Merger, Consolidation or Sale of All
or Substantially All Assets. 
 (a) Except as otherwise provided in Section 5.01(c) of the Indenture, the Guaranteeing Subsidiary
may not consolidate or merge with or into or wind up into (whether or not the Issuer or Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its
properties or assets, in one or more related transactions, to any Person unless: 
 (i) such Guarantor is the surviving
corporation or the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership,
limited partnership, limited liability corporation or trust organized or existing under 

  

 D-3 








 
the laws of the jurisdiction of organization of such Guarantor, as the case may be, or the laws of the United States, any state thereof, the District of
Columbia, or any territory thereof (such Guarantor or such Person, as the case may be, being herein called the “Successor Person”); 
 (ii) the Successor Person, if other than such Guarantor, expressly assumes all the obligations of such Guarantor under the Indenture and such Guarantor’s related Guarantee pursuant to supplemental indentures or
other documents or instruments in form reasonably satisfactory to the Trustee; 
 (iii) immediately after such transaction, no
Default exists; and 
 (iv) the Issuer shall have delivered to the Trustee an Officer’s Certificate, each stating that
such consolidation, merger or transfer and such supplemental indentures, if any, comply with the Indenture; or 
 (v) the
transaction is made in compliance with Section 4.10 of the Indenture. 
 (b) Subject to certain limitations described in the Indenture,
the Successor Person will succeed to, and be substituted for, such Guarantor under the Indenture and such Guarantor’s Guarantee. Notwithstanding the foregoing, any Guarantor may (i) merge into or transfer all or part of its properties and
assets to another Guarantor or the Issuer, (ii) merge with an Affiliate of the Issuer solely for the purpose of reincorporating the Guarantor in the United States, any state thereof, the District of Columbia or any territory thereof or
(iii) convert into a corporation, partnership, limited partnership, limited liability corporation or trust organized or existing under the laws of the jurisdiction of organization of such Guarantor. 
 (5) Releases. 
 The Guarantee of the
Guaranteeing Subsidiary shall be automatically and unconditionally released and discharged, and no further action by the Guaranteeing Subsidiary, the Issuer or the Trustee is required for the release of the Guaranteeing Subsidiary’s Guarantee,
upon: 
 (1) (A) any sale, exchange or transfer (by merger or otherwise) of the Capital Stock of such Guarantor (including any
sale, exchange or transfer), after which the applicable Guarantor is no longer a Restricted Subsidiary or all or substantially all the assets of such Guarantor which sale, exchange or transfer is made in compliance with the applicable provisions of
this Indenture; 
 (B) the release or discharge of the guarantee by such Guarantor of the Senior Credit Facility or such other
guarantee that resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee; 
 (C) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with Section 4.07 of the Indenture; or 
 (D) the exercise by Issuer of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 of the Indenture or
the Issuer’s obligations under this Indenture being discharged in accordance with the terms of the Indenture; and 
  

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 (2) such Guarantor delivering to the Trustee an Officer’s Certificate and an Opinion
of Counsel, each stating that all conditions precedent provided for in the Indenture relating to such transaction have been complied with. 
 (6) No Recourse Against Others. No director, officer, employee, incorporator or stockholder of the Guaranteeing Subsidiary shall have any liability for any obligations of the Issuer or the Guarantors (including the Guaranteeing
Subsidiary) under the Senior Subordinated Notes, any Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting Senior Subordinated
Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Senior Subordinated Notes. 
 (7) Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 
 (8) 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. 
 (9) Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. 
 (10) The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this
Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary. 
 (11) Subrogation. The Guaranteeing Subsidiary shall be subrogated to all rights of Holders of Senior Subordinated Notes against the Issuer in respect of any amounts paid by the Guaranteeing Subsidiary pursuant to the provisions of
Section 2 hereof and Section 10.01 of the Indenture; provided that, if an Event of Default has occurred and is continuing, the Guaranteeing Subsidiary shall not be entitled to enforce or receive any payments arising out of, or based
upon, such right of subrogation until all amounts then due and payable by the Issuer under the Indenture or the Senior Subordinated Notes shall have been paid in full. 
 (12) Benefits Acknowledged. The Guaranteeing Subsidiary’s Guarantee is subject to the terms and conditions set forth in the Indenture. The Guaranteeing Subsidiary acknowledges that it will receive direct
and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that the guarantee and waivers made by it pursuant to this Guarantee are knowingly made in contemplation of such benefits.

 (13) Successors. All agreements of the Guaranteeing Subsidiary in this Supplemental Indenture shall bind its Successors, except as
otherwise provided in this Supplemental Indenture. All agreements of the Trustee in this Supplemental Indenture shall bind its successors. 
  

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

			
	[GUARANTEEING SUBSIDIARY]
		
	By:	 	 
		 	Name:
		 	Title:
	
	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	as Trustee
		
	By:	 	 
		 	Name:
		 	Title:


  

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