Indenture, dated as of January 21, 2011



 Exhibit 4.1 
 Execution Copy 
 DYCOM INVESTMENTS, INC. 

AND EACH OF THE GUARANTORS PARTY HERETO 
 7.125% SENIOR SUBORDINATED NOTES DUE 2021 
  

 
 INDENTURE

 Dated as of January 21, 2011 
  

 
  

 
 U.S. BANK
NATIONAL ASSOCIATION 
 Trustee 
  

 







 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)
	  	13.03
	 (c)
	  	13.03
	     313(a)
	  	7.06
	 (b)(2)
	  	7.06; 7.07
	 (c)
	  	7.06; 13.02
	 (d)
	  	7.06
	     314(a)
	  	4.03;13.02; 13.05
	 (c)(1)
	  	12.04
	 (c)(2)
	  	12.04
	 (c)(3)
	  	N.A.
	 (e)
	  	13.05
	 (f)
	  	N.A.
	     315(a)
	  	7.01
	 (b)
	  	7.05; 13.02
	 (c)
	  	7.01
	 (d)
	  	7.01
	 (e)
	  	6.11
	     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
	     317(a)(1)
	  	6.08
	 (a)(2)
	  	6.09
	 (b)
	  	2.04
	     318(a)
	  	13.01
	 (b)
	  	N.A.
	 (c)
	  	13.01

 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.	  	 	25	  
	 Section 1.03
	 	Incorporation by Reference of Trust Indenture Act.	  	 	25	  
	 Section 1.04
	 	Rules of Construction.	  	 	26	  
	
	 ARTICLE 2

THE NOTES
	   
   

			
	 Section 2.01
	 	Form and Dating.	  	 	26	  
	 Section 2.02
	 	Execution and Authentication.	  	 	27	  
	 Section 2.03
	 	Registrar and Paying Agent.	  	 	28	  
	 Section 2.04
	 	Paying Agent to Hold Money in Trust.	  	 	28	  
	 Section 2.05
	 	Holder Lists.	  	 	28	  
	 Section 2.06
	 	Transfer and Exchange.	  	 	28	  
	 Section 2.07
	 	Replacement Notes.	  	 	40	  
	 Section 2.08
	 	Outstanding Notes.	  	 	40	  
	 Section 2.09
	 	Treasury Notes.	  	 	40	  
	 Section 2.10
	 	Temporary Notes.	  	 	40	  
	 Section 2.11
	 	Cancellation.	  	 	41	  
	 Section 2.12
	 	Defaulted Interest.	  	 	41	  
	 Section 2.13
	 	CUSIP Numbers, ISINs, etc.	  	 	41	  
	
	 ARTICLE 3

REDEMPTION AND PREPAYMENT
	   
   

			
	 Section 3.01
	 	Notices to Trustee.	  	 	42	  
	 Section 3.02
	 	Selection of Notes to Be Redeemed or Purchased.	  	 	42	  
	 Section 3.03
	 	Notice of Redemption.	  	 	42	  
	 Section 3.04
	 	Effect of Notice of Redemption.	  	 	43	  
	 Section 3.05
	 	Deposit of Redemption or Purchase Price.	  	 	43	  
	 Section 3.06
	 	Notes Redeemed or Purchased in Part.	  	 	44	  
	 Section 3.07
	 	Optional Redemption.	  	 	44	  
	 Section 3.08
	 	Mandatory Redemption.	  	 	45	  
	 Section 3.09
	 	Offer to Purchase by Application of Excess Proceeds.	  	 	45	  
	
	 ARTICLE 4

COVENANTS
	   
   

			
	 Section 4.01
	 	Changes in Covenants When Notes Rated Investment Grade	  	 	46	  
	 Section 4.02
	 	Payment of Notes.	  	 	47	  
	 Section 4.03
	 	Maintenance of Office or Agency.	  	 	47	  
	 Section 4.04
	 	Reports.	  	 	47	  
	 Section 4.05
	 	Compliance Certificate.	  	 	48	  
	 Section 4.06
	 	Taxes.	  	 	49	  
	 Section 4.07
	 	Stay, Extension and Usury Laws.	  	 	49	  
	 Section 4.08
	 	Restricted Payments.	  	 	49	  
	 Section 4.09
	 	Dividend and Other Payment Restrictions Affecting Subsidiaries.	  	 	52	  


  
 i 








  

							
	 Section 4.10
	 	Incurrence of Indebtedness and Issuance of Preferred Stock.	  	 	54	  
	 Section 4.11
	 	Asset Sales.	  	 	58	  
	 Section 4.12
	 	Transactions with Affiliates.	  	 	60	  
	 Section 4.13
	 	Liens.	  	 	61	  
	 Section 4.14
	 	Business Activities.	  	 	61	  
	 Section 4.15
	 	Corporate Existence.	  	 	61	  
	 Section 4.16
	 	Offer to Repurchase Upon Change of Control.	  	 	62	  
	 Section 4.17
	 	No Layering of Debt.	  	 	63	  
	 Section 4.18
	 	[RESERVED].	  	 	64	  
	 Section 4.19
	 	Payments for Consent.	  	 	64	  
	 Section 4.20
	 	Additional Note Guarantees.	  	 	64	  
	 Section 4.21
	 	Designation of Restricted and Unrestricted Subsidiaries.	  	 	64	  
			
		 	 ARTICLE 5
 SUCCESSORS
	  			
			
	 Section 5.01
	 	Merger, Consolidation, or Sale of Assets.	  	 	65	  
	 Section 5.02
	 	Successor Corporation Substituted.	  	 	66	  
			
		 	 ARTICLE 6
 DEFAULTS AND REMEDIES
	  			
			
	 Section 6.01
	 	Events of Default.	  	 	67	  
	 Section 6.02
	 	Acceleration.	  	 	68	  
	 Section 6.03
	 	Other Remedies.	  	 	69	  
	 Section 6.04
	 	Waiver of Past Defaults.	  	 	69	  
	 Section 6.05
	 	Control by Majority.	  	 	69	  
	 Section 6.06
	 	Limitation on Suits.	  	 	69	  
	 Section 6.07
	 	Rights of Holders of Notes to Receive Payment.	  	 	70	  
	 Section 6.08
	 	Collection Suit by Trustee.	  	 	70	  
	Section 6.09	 	Trustee May File Proofs of Claim.	  	 	70	  
	Section 6.10	 	Priorities.	  	 	71	  
	Section 6.11	 	Undertaking for Costs.	  	 	71	  
			
		 	 ARTICLE 7
 TRUSTEE
	  			
			
	Section 7.01	 	Duties of Trustee.	  	 	71	  
	Section 7.02	 	Rights of Trustee.	  	 	72	  
	Section 7.03	 	Individual Rights of Trustee.	  	 	73	  
	Section 7.04	 	Trustee’s Disclaimer.	  	 	73	  
	Section 7.05	 	Notice of Defaults.	  	 	73	  
	Section 7.06	 	Reports by Trustee to Holders of the Notes.	  	 	73	  
	Section 7.07	 	Compensation and Indemnity.	  	 	74	  
	Section 7.08	 	Replacement of Trustee.	  	 	74	  
	Section 7.09	 	Successor Trustee by Merger, etc.	  	 	75	  
	Section 7.10	 	Eligibility; Disqualification.	  	 	75	  
	Section 7.11	 	Preferential Collection of Claims Against Company.	  	 	76	  
			
		 	 ARTICLE 8
 LEGAL DEFEASANCE AND COVENANT DEFEASANCE
	  			
			
	Section 8.01	 	Option to Effect Legal Defeasance or Covenant Defeasance.	  	 	76	  
	Section 8.02	 	Legal Defeasance and Discharge.	  	 	76	  
	Section 8.03	 	Covenant Defeasance.	  	 	77	  


  
 ii 









  

							
	Section 8.04	 	Conditions to Legal or Covenant Defeasance.	  	 	77	  
	Section 8.05	 	Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions.	  	 	78	  
	Section 8.06	 	Repayment to Company.	  	 	79	  
	Section 8.07	 	Reinstatement.	  	 	79	  
	
	 ARTICLE 9
 AMENDMENT, SUPPLEMENT AND WAIVER
	   

  

			
	Section 9.01	 	Without Consent of Holders of Notes.	  	 	79	  
	Section 9.02	 	With Consent of Holders of Notes.	  	 	80	  
	Section 9.03	 	Compliance with Trust Indenture Act.	  	 	82	  
	Section 9.04	 	Revocation and Effect of Consents.	  	 	82	  
	Section 9.05	 	Notation on or Exchange of Notes.	  	 	82	  
	Section 9.06	 	Trustee to Sign Amendments, etc.	  	 	82	  
	
	 ARTICLE 10
 SUBORDINATION
	   

  

			
	Section 10.01	 	Agreement to Subordinate.	  	 	82	  
	Section 10.02	 	Liquidation; Dissolution; Bankruptcy.	  	 	83	  
	Section 10.03	 	Default on Designated Senior Debt.	  	 	83	  
	Section 10.04	 	Acceleration of Notes.	  	 	84	  
	Section 10.05	 	When Distribution Must Be Paid Over.	  	 	84	  
	Section 10.06	 	Notice by Company.	  	 	84	  
	Section 10.07	 	Subrogation.	  	 	85	  
	Section 10.08	 	Relative Rights.	  	 	85	  
	Section 10.09	 	Subordination May Not Be Impaired by Company.	  	 	85	  
	Section 10.10	 	Distribution or Notice to Representative.	  	 	85	  
	Section 10.11	 	Rights of Trustee and Paying Agent.	  	 	85	  
	Section 10.12	 	Authorization to Effect Subordination.	  	 	86	  
	Section 10.13	 	Amendments.	  	 	86	  
	
	 ARTICLE 11
 NOTE GUARANTEES
	   

  

			
	Section 11.01	 	Guarantee.	  	 	86	  
	Section 11.02	 	Subordination of Note Guarantee	  	 	87	  
	Section 11.03	 	Limitation on Guarantor Liability.	  	 	87	  
	Section 11.04	 	Execution and Delivery of Note Guarantee.	  	 	88	  
	Section 11.05	 	Guarantors May Consolidate, etc., on Certain Terms.	  	 	88	  
	Section 11.06	 	Releases.	  	 	89	  
	
	 ARTICLE 12
 SATISFACTION AND DISCHARGE
	   

  

			
	Section 12.01	 	Satisfaction and Discharge.	  	 	89	  
	Section 12.02	 	Application of Trust Money.	  	 	90	  
	
	 ARTICLE 13
 MISCELLANEOUS
	   

  

			
	Section 13.01	 	Trust Indenture Act Controls.	  	 	91	  
	Section 13.02	 	Notices.	  	 	91	  
	Section 13.03	 	Communication by Holders of Notes with Other Holders of Notes.	  	 	92	  
	Section 13.04	 	Certificate and Opinion as to Conditions Precedent.	  	 	92	  
	Section 13.05	 	Statements Required in Certificate or Opinion.	  	 	93	  


  
 iii









  

							
	Section 13.06	 	Rules by Trustee and Agents.	  	 	93	  
	Section 13.07	 	No Personal Liability of Directors, Officers, Employees and Stockholders.	  	 	93	  
	Section 13.08	 	Governing Law.	  	 	93	  
	Section 13.09	 	No Adverse Interpretation of Other Agreements.	  	 	94	  
	Section 13.10	 	Successors.	  	 	94	  
	Section 13.11	 	Severability.	  	 	94	  
	Section 13.12	 	Counterpart Originals.	  	 	94	  
	Section 13.13	 	Table of Contents, Headings, etc.	  	 	94	  

  

			
	EXHIBITS
		
	Exhibit A	  	FORM OF NOTE
	Exhibit B	  	FORM OF CERTIFICATE OF TRANSFER
	Exhibit C	  	FORM OF CERTIFICATE OF EXCHANGE
	Exhibit D	  	FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR
	Exhibit E	  	FORM OF NOTATION OF GUARANTEE
	Exhibit F	  	FORM OF SUPPLEMENTAL INDENTURE


  
 iv 









 INDENTURE dated as of January 21, 2011 among Dycom Investments, Inc., a Delaware
corporation, the Guarantors (as defined) and U.S. Bank National Association, as trustee. 
 The Company, the Guarantors and the
Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined) of the 7.125% Senior Subordinated Notes due 2021 (the “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 hereto bearing the Global Note Legend and
the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A.

 “Acquired Debt” 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 Subsidiary
of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a 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 liquidated damages then owing pursuant to the Registration Rights Agreement. 

“Additional Notes” means additional Notes (other than the Initial Notes) issued under this Indenture in accordance with
Sections 2.02 and 4.10 hereof, as part of the same series as the Initial Notes. 
 “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. No Person (other than Holdings or any Subsidiary of Holdings) in whom a Receivables Subsidiary
makes an Investment in connection with a Qualified Receivables Transaction will be deemed to be an Affiliate of Holdings or any of its Subsidiaries solely by reason of such Investment. For purposes of this definition, “control,” as used
with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise;
provided that beneficial ownership of 10% or more of the Voting Stock of a Person will be deemed to be control. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control
with” have correlative meanings. 
 “Agent” means any Registrar, co-registrar, Paying Agent or additional
paying agent. 
 “Applicable Premium” means, with respect to any note on any redemption date, the greater of:

 (1) 1.0% of the principal amount of the note; or 

  
 1 








 (2) the excess of: 

(a) the present value at such redemption date of (i) the redemption price of the Note at January 15, 2016, (such
redemption price being set forth in the table appearing in Section 3.07 hereof) plus (ii) all required interest payments due on the Note through January 15, 2016 (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 the note. 
 “Applicable Procedures” means, with respect to any transfer or exchange of or
for beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear and Clearstream that apply to such transfer or exchange. 
 “Asset Sale” means: 
 (1) the sale, lease,
conveyance or other disposition of any assets or rights; provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of Holdings and its Restricted Subsidiaries taken as a whole will be governed by
Section 4.16 and/or Section 5.01 and not by the provisions of Section 4.11; and 
 (2) the
issuance of Equity Interests in any of Holdings’ Restricted Subsidiaries or the sale of Equity Interests in any of its Restricted Subsidiaries (other than directors’ qualifying shares and shares issued to foreign nationals to the extent
required by applicable law). 
 Notwithstanding the preceding, none of the following items will be deemed to be an Asset Sale: 

(1) any single transaction or series of related transactions that involves assets or Equity Interests having a Fair Market
Value of less than $7.5 million; 
 (2) a transfer of assets or Equity Interests between or among Holdings and
its Restricted Subsidiaries, 
 (3) an issuance of Equity Interests by a Restricted Subsidiary of Holdings to
Holdings or to a Restricted Subsidiary of Holdings; 
 (4) the sale or lease of inventory, products, services,
accounts receivable or other assets in the ordinary course of business and any sale or other disposition of damaged, worn-out or obsolete equipment or assets that, in Holdings’ reasonable judgment, are no longer either used or needed in the
business of the entity making such disposition; 
 (5) dispositions of accounts receivable in connection with the
compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy or similar proceedings; 
 (6) the sale or other disposition of cash or Cash Equivalents; 

(7) a Restricted Payment that does not violate Section 4.08 or a Permitted Investment; 

(8) the creation of any Lien that does not violate Section 4.13; 

(9) sales or dispositions of past due accounts receivable or notes receivable; 

  
 2 








 (10) leases or subleases of property to the extent not materially
interfering with the business of Holdings and its Restricted Subsidiaries, taken as a whole; 
 (11) trade-ins or
exchanges of equipment or other fixed assets; 
 (12) the grant of a license to use Holdings’ or any
Restricted Subsidiary’s patents, trade secrets, know-how or other intellectual property to the extent that such license does not limit the licensor’s use of the patent, trade secret, know-how or other intellectual property; 

(13) sales of accounts receivable and related assets of the type specified in the definition of “Qualified
Receivables Transaction” to a Receivables Subsidiary for the fair market value thereof, including cash in an amount at least equal to 75% of the book value thereof as determined in accordance with GAAP; it being understood that, for the
purposes of this clause (12), notes received in exchange for the transfer of accounts receivable and related assets will be deemed cash if the Receivables Subsidiary or other payor is required to repay such notes as soon as practicable from
available cash collections (less amounts required to be established as reserves pursuant to contractual agreements with entities that are not Affiliates of Holdings entered into as part of a Qualified Receivables Transaction); and 

(14) transfers of accounts receivable and related assets of the type specified in the definition of “Qualified
Receivables Transaction” (or a fractional undivided interest therein) by a Receivables Subsidiary in a Qualified Receivables Transaction. 
 “Bankruptcy Law” means Title 11 of the U.S. Code or any similar federal or state law for the relief of debtors. 
 “Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular
“person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or
exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time. The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning. 

“Board of Directors” means: 
 (1) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board; 

(2) with respect to a partnership, the Board of Directors of the general partner of the partnership; 

(3) with respect to a limited liability company, the managing member or members or any controlling committee of managing
members thereof; and 
 (4) with respect to any other Person, the board or committee of such Person serving a
similar function. 
 “Broker-Dealer” has the meaning set forth in the Registration Rights Agreement.

 “Business Day” means any day other than a Legal Holiday. 

  
 3 








 “Capital Lease Obligation” means, at the time any determination is to be
made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet prepared in accordance with GAAP, and the Stated Maturity thereof shall be the date of the last payment of rent
or any other amount due under such lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty. 
 “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 interests 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, but excluding from all of the
foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock. 
 “Cash Equivalents” means: 
 (1) United States
dollars and such local currencies held by Holdings or any Restricted Subsidiary of Holdings from time to time in the ordinary course of business; 
 (2) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality of the United States government (provided that the full faith and
credit of the United States is pledged in support of those securities) having maturities, unless such securities are deposited to defease any Indebtedness, of not more than one year from the date of acquisition; 

(3) time deposits, certificates of deposit and eurodollar time deposits with maturities of one year or less from the date
of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case, with any lender party to the Credit Agreement or with any domestic commercial bank having capital and surplus in excess of
$250.0 million; 
 (4) securities issued by government agencies, including government-sponsored enterprises,
having maturities, unless such securities are deposited to defease any Indebtedness, of not more than one year from the date of acquisition; 
 (5) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clauses (2) (3) and (4) above entered into with any financial institution
meeting the qualifications specified in clause (3) above; 
 (6) any money market deposit account issued or
offered by any lender party to the Credit Agreement or with any U.S. commercial bank having capital and surplus in excess of $250.0 million; 
 (7) commercial paper having one of the two highest ratings obtainable from Moody’s or S&P and in each case maturing within one year after the date of acquisition; 

  
 4 








 (8) securities issued and fully guaranteed by any state, commonwealth or
territory of the United States of America or by any political subdivision or taxing authority thereof, rated at least “A” (or comparable rating) by Moody’s or S&P and having maturities of not more than one year from the date of
acquisition; 
 (9) money market funds that invest primarily in Cash Equivalents of the kinds described in
clauses (1) through (8) of this definition; and 
 (10) in the case of Subsidiaries of Holdings that
are not Domestic Subsidiaries, substantially similar instruments to those set forth in clauses (1) through (9) above. 

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

(1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or
consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of Holdings and its Subsidiaries, taken as a whole, to any “person” (as that term is used in Section 13(d)(3) of the
Exchange Act); 
 (2) the adoption of a plan relating to the liquidation or dissolution of Holdings; 

(3) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which
is that any “person” (as defined above) becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of Holdings, measured by voting power rather than number of shares; or 

(4) Holdings consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or
into, Holdings, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of Holdings or such other Person is converted into or exchanged for cash, securities or other property, other than (a) any such transaction
where the Voting Stock of Holdings outstanding immediately prior to such transaction is converted into or exchanged for Voting Stock (other than Disqualified Stock) of the surviving or transferee Person constituting a majority of the outstanding
shares of such Voting Stock of such surviving or transferee Person (immediately after giving effect to such issuance) and (b) any transaction where, immediately after such transaction, no “person” or “group” (as such terms
are used in Section 13(d) and 14(d) of the Exchange Act), becomes, directly or indirectly, the ultimate Beneficial Owner of 50% or more of the voting power of the Voting Stock of the surviving or transferee Person. 

Notwithstanding the foregoing, a transaction effected to create a holding company will not be deemed to involve a Change of Control if
(i) Holdings becomes a direct or indirect wholly- owned subsidiary of such holding company and (ii) the holders of the voting stock of such holding company immediately following that transaction are substantially the same as the holders of
Holdings’ voting stock immediately prior to that transaction. 
 “Clearstream” means Clearstream Banking,
S.A. and any successor thereto. 
 “Common Stock” means, with respect to any Person, any Capital Stock (other
than Preferred Stock) of such Person, whether outstanding on the date of this Indenture or issued thereafter. 

“Company” means Dycom Investments, Inc., and any and all successors thereto. 

  
 5 








 “Consolidated Cash Flow” means, with respect to any specified
Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication: 
 (1) an amount equal to any extraordinary, nonrecurring or unusual loss or charge plus any net loss realized by such Person or any of its Restricted Subsidiaries in connection with an Asset Sale, to the
extent such losses were deducted in computing such Consolidated Net Income; plus 
 (2) provision for
taxes based on income or profits for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus 

(3) the Fixed Charges for such period, to the extent that such Fixed Charges were deducted in computing such Consolidated
Net Income; plus 
 (4) depreciation, amortization (including amortization of intangibles but excluding
amortization of prepaid cash expenses that were paid in a prior period) and other non-cash expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization
of a prepaid cash expense that was paid in a prior period) for such period to the extent that such depreciation, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income; plus 

(5) any impairment charges, on a consolidated basis, relating to goodwill or other intangible assets to the extent
included in the calculation of Net Income; plus 
 (6) any non-cash compensation expense to the extent
included in the calculation of Consolidated Net Income; plus 
 (7) any amortization of debt issuance
costs relating to the Notes or any other Indebtedness to the extent deducted in computing such Consolidated Net Income; plus  
 (8) fees, expenses or charges relating to Equity Offerings, Investments, acquisitions, dispositions, recapitalizations or the Incurrence of Indebtedness, to the extent such fees, expenses or charges were
deducted in computing such Consolidated Net Income; plus 
 (9) any income attributable to the minority
interest of third parties in any non-wholly owned Restricted Subsidiary of Holdings to the extent deducted in computing such Consolidated Net Income; plus 

(10) the amount of any restructuring charges and reserves to the extent deducted in computing such Consolidated Net
Income; minus 
 (11) other non-cash items increasing such Consolidated Net Income for such period, other
than the accrual of revenue in the ordinary course of business, 
 in each case, on a consolidated basis and determined in accordance with GAAP.

 Solely for the purpose of determining the amount available for Restricted Payments under Section 4.08, notwithstanding
the preceding, the provision for taxes based on the income or profits of, and the depreciation and amortization and other non-cash expenses of, a Restricted Subsidiary of Holdings will be added to Consolidated Net Income to compute Consolidated Cash
Flow of Holdings only to the extent that a corresponding amount would be permitted at the date of determination to be dividended or distributed to Holdings by such Restricted Subsidiary without prior governmental approval (that has not been
obtained), and without direct or indirect restriction pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to that Restricted Subsidiary or its
stockholders. 

  
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 “Consolidated Net Assets” of any Person means, as of any date, the amount
which in accordance with GAAP, would be set forth under the caption “Total Assets” (or any like caption) on a consolidated balance sheet of such Person and its Restricted Subsidiaries, as of the end of the most recently ended fiscal
quarter for which internal financial statements are available, less current liabilities. 
 “Consolidated Net
Income” means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that:

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

 (2) solely for the purpose of determining the amount available for Restricted Payments under
Section 4.08, the Net Income of any Restricted Subsidiary will be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination
permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation
applicable to that Restricted Subsidiary or its stockholders; provided that Consolidated Net Income for such Restricted Subsidiary will be increased by the amount of dividends or distributions or other payments that are paid in cash (or to
the extent converted into cash) to such Restricted Subsidiary in respect to such period, to the extent not already included therein; and 
 (3) the cumulative effect of a change in accounting principles will be excluded. 

“continuing” means, with respect to any Default or Event of Default, that such Default or Event of Default has not been
cured or waived. 
 “Corporate Trust Office of the Trustee” will be at the address of the Trustee specified in
Section 13.02 hereof or such other address as to which the Trustee may give notice to the Company. 
 “Credit
Agreement” means that certain Credit Agreement dated June 4, 2010 by and among Dycom Industries, Inc. and Bank of America, N.A., as Administrative Agent, Swingline Lender and L/C Issuer, Banc of America Securities LLC and Wells Fargo
Securities, LLC, as Joint Lead Arrangers and Joint Book Managers, Wells Fargo Bank, National Association, as Syndication Agent, and Branch Banking and Trust Company, RBS Citizens, N.A. and PNC Bank, National Association, as Co-Documentation Agents,
providing for revolving credit, letter of credit and swingline loan borrowings, including any related notes, Guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as amended, restated,
modified, renewed, refunded, replaced (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time. 

  
 7 








 “Credit Facilities” means, one or more debt facilities (including, without
limitation, the Credit Agreement), commercial paper facilities or indentures, in each case, with banks or other institutional lenders or investors or a trustee, providing for revolving credit loans, term loans, receivables financing (including
through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables), letters of credit or issuances of notes, in each case, as amended, restated, modified, renewed, refunded,
replaced (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time. 

“Custodian” means the Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto.

 “Default” means any event that is, or with the passage of time or the giving of notice or both would be, an
Event of Default. 
 “Definitive Note” means a certificated Note registered in the name of the Holder thereof
and issued in accordance with Section 2.06 hereof, substantially in the form of Exhibit A hereto except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global
Note” attached thereto. 
 “Depositary” means, with respect to the Notes issuable or issued in whole or in
part in global form, the Person specified in Section 2.03 hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as depositary hereunder and having become such pursuant to the applicable provision of
this Indenture. 
 “Designated Non-Cash Consideration” means the Fair Market Value of non-cash consideration
received by Holdings or one of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-Cash Consideration pursuant to an officers’ certificate, less the amount of Cash Equivalents received in
connection with a subsequent sale of such Designated Non-Cash Consideration. 
 “Designated Senior Debt” means:

 (1) any Indebtedness outstanding under the Credit Facilities; 

(2) any Hedging Obligations with respect to Indebtedness constituting Designated Senior Debt; and 

(3) to the extent permitted under the Credit Agreement, any other Senior Debt permitted under this Indenture the principal amount of
which is $25.0 million or more and that has been designated by Holdings as “Designated Senior Debt.” 

“Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is
convertible, or for which it is exchangeable, in each case at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable
at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the date on which the Notes mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified
Stock solely because the holders of the Capital Stock have the right to require Holdings to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock if the terms of such Capital
Stock provide that Holdings may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with Section 4.08 hereof. The amount of Disqualified Stock deemed to be outstanding at any
time for purposes of this Indenture will be the maximum amount that Holdings and its Restricted Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Stock, exclusive
of accrued dividends. 

  
 8 








 “Domestic Subsidiary” means any Restricted Subsidiary of Holdings other
than a Restricted Subsidiary that is (1) a “controlled foreign corporation” under Section 957 of the Internal Revenue Code or (2) a Subsidiary of an entity described in the preceding clause (1). 

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding
any debt security that is convertible into, or exchangeable for, Capital Stock). 
 “Equity Offering” means any
public or private placement of Capital Stock (other than Disqualified Stock) of Holdings (other than pursuant to a registration statement on Form S-8 or otherwise relating to equity securities issuable under any employee benefit plan of Holdings) to
any Person other than any Restricted Subsidiary thereof. 
 “Euroclear” means Euroclear Bank, S.A./N.V., as
operator of the Euroclear system, and any successor thereto. 
 “Exchange Act” means the Securities Exchange
Act of 1934, as amended. 
 “Exchange Notes” means the Notes issued in the Exchange Offer pursuant to
Section 2.06(f) hereof. 
 “Exchange Offer” has the meaning set forth in the Registration Rights
Agreement. 
 “Exchange Offer Registration Statement” has the meaning set forth in the Registration Rights
Agreement. 
 “Existing Indebtedness” means Indebtedness of Holdings and its Restricted Subsidiaries (other
than Indebtedness under the Credit Agreement, the Notes or the Note Guarantees) in existence on the date of this Indenture, until such amounts are repaid. 
 “Fair Market Value” means the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving distress or necessity of either party.

 “Fixed Charge Coverage Ratio” means with respect to any specified Person for any period, the ratio of the
Consolidated Cash Flow of such Person for such period to the Fixed Charges of such Person for such period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, guarantees, repays, repurchases, redeems,
defeases or otherwise discharges any Indebtedness (other than ordinary revolving credit borrowings) or issues, repurchases or redeems Preferred Stock or Disqualified Stock subsequent to the commencement of the period for which the Fixed Charge
Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio will be calculated
giving pro forma effect to such incurrence, assumption, Guarantee, repayment, repurchase, redemption, defeasance or other discharge of Indebtedness, or such issuance, repurchase or redemption of Preferred Stock or Disqualified Stock, and the use of
the proceeds therefrom, as if the same had occurred at the beginning of the applicable four-quarter reference period. 

  
 9 








 In addition, for purposes of calculating the Fixed Charge Coverage Ratio: 

(1) acquisitions, Investments or dispositions that have been made by the specified Person or any of its Restricted Subsidiaries,
including through mergers or consolidations, or any Person or any of its Restricted Subsidiaries acquired by the specified Person or any of its Restricted Subsidiaries, and including any related financing transactions and including increases or
decreases in ownership of Restricted Subsidiaries, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date will be given pro forma effect, including giving effect to any projected
reduction in costs expected to be realized as a result of specified actions taken or to be taken within one year of such acquisition, Investment or disposition relating thereto (in each case, determined in good faith and based on the reasonable
judgment of the chief financial officer) as if they had occurred on the first day of the four-quarter reference period; 
 (2)
the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded; 

(3) the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and
ownership interests therein) disposed of prior to the Calculation Date, will be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Restricted
Subsidiaries following the Calculation Date; 
 (4) any Person that is a Restricted Subsidiary on the Calculation Date will be
deemed to have been a Restricted Subsidiary at all times during such four-quarter period; 
 (5) any Person that is not a
Restricted Subsidiary on the Calculation Date will be deemed not to have been a Restricted Subsidiary at any time during such four-quarter period; and 
 (6) if any Indebtedness bears a floating rate of interest, the interest expense on such Indebtedness will be calculated as if the rate in effect on the Calculation Date had been the applicable rate for
the entire period (taking into account any Hedging Obligation applicable to such Indebtedness if such Hedging Obligation has a remaining term as at the Calculation Date in excess of 12 months). 

“Fixed Charges” means, with respect to any specified Person for any period, the sum, without duplication, of:

 (1) the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or
accrued, including, without limitation, amortization of original issue discount, non-cash interest payments, the interest component of any deferred payment obligations and the interest component of all payments associated with Capital Lease
Obligations, imputed interest with respect to commissions, discounts and other fees and charges incurred in respect of letters of credit or bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to
Hedging Obligations in respect of interest rates, but excluding any fees or expenses relating to any provision or penalty paid, write-off of deferred financing costs or other charges in connection with redeeming or retiring of any Indebtedness of
such Person or any of its Restricted Subsidiaries prior to its stated maturity, any non-cash interest expense imputed on any convertible securities or indebtedness in accordance with Financial Accounting Standards Board Accounting Standard
Codification Topic 470 or any successor provision or interpretation thereof, any non-cash interest expense imputed in accordance with Financial Accounting Standards Board Accounting Standard Codification Topic 480 or any successor provision or
interpretation thereof, any commissions, fees and expenses related to financings, the accretion or accrual of discounted liabilities not constituting Indebtedness (including tax liabilities) and amortization of debt issuance costs; plus


  
 10 









 (2) the consolidated interest expense of such Person and its Restricted Subsidiaries that
was capitalized during such period; plus 
 (3) any interest on Indebtedness of another Person that is guaranteed by such
Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; plus 

(4) the product of (a) all dividends, whether paid or accrued and whether or not in cash, on any series of Disqualified Stock of
such Person or Preferred Stock of any Restricted Subsidiaries of such Person, other than dividends on Equity Interests payable solely in Equity Interests of Holdings (other than Disqualified Stock) or to Holdings or a Restricted Subsidiary of
Holdings, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each case, determined on a
consolidated basis in accordance with GAAP. 
 “GAAP” means generally accepted accounting principles set forth
in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants, the opinions and pronouncements of the Public Company Accounting Oversight Board and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect on the date of this Indenture. 

“Global Note Legend” means the legend set forth in Section 2.06(g)(2) 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 deposited with or on behalf of and registered in the name of the Depository or its nominee, substantially in the form of Exhibit A hereto and that bears the Global Note Legend and that has
the “Schedule of Exchanges of Interests in the Global Note” attached thereto, issued in accordance with Section 2.01, 2.06(b)(3), 2.06(b)(4), 2.06(d)(2) or 2.06(f) hereof. 

“Government Securities” means direct obligations of, or obligations guaranteed by, the United States of America, and the
payment for which the United States pledges its full faith and credit. 
 “Guarantee” means, as to any Person,
a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or
reimbursement agreements in respect thereof, of all or any part of any Indebtedness of another person (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take
or pay or to maintain financial statement conditions or otherwise), but excluding endorsements for collection or deposit in the ordinary course of business or representations, warranties, covenants and indemnities entered into in the ordinary course
of business, including in connection with a Qualified Receivables Transaction. 
 “Guarantors” means each of:

 (1) Holdings; 

  
 11 









 (2) Holdings’ direct and indirect Domestic Subsidiaries existing on the
date of this Indenture that guarantee any Credit Facility on the date of this Indenture, other than the Company; and 
 (3) any other Subsidiary of Holdings that executes a Note Guarantee in accordance with the provisions of this Indenture, 
 and their respective successors and assigns, in each case, until the Note Guarantee of such Person has been released in accordance with the provisions of this Indenture. 

“Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under: 

(1) interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements
and interest rate collar agreements; 
 (2) other agreements or arrangements designed to manage interest rates or
interest rate risk; and 
 (3) other agreements or arrangements designed to protect such Person against
fluctuations in currency exchange rates or commodity prices. 
 “Holder” means a Person in whose name a Note is
registered. 
 “Holdings” means Dycom Industries, Inc. 

“IAI Global Note” means a Global Note substantially in the form of Exhibit A hereto bearing the Global Note Legend and
the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold to Institutional Accredited
Investors. 
 “Indebtedness” means, with respect to any specified Person, any indebtedness of such
Person (excluding accrued expenses and trade payables), whether or not contingent: 
 (1) in respect of borrowed
money; 
 (2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement
agreements in respect thereof); 
 (3) in respect of banker’s acceptances; 

(4) representing Capital Lease Obligations; 

(5) representing the balance deferred and unpaid of the purchase price of any property or services due more than one year
after such property is acquired or such services are completed; or 
 (6) representing any Hedging Obligations,

 if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a
liability upon a balance sheet of the specified Person prepared in accordance with GAAP. 

  
 12 









 In addition, the term “Indebtedness” includes (x) all Indebtedness of others
secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person); provided that the amount of such Indebtedness will be the lesser of (A) the Fair Market Value of such asset at
such date of determination and (B) the amount of such Indebtedness and (y) to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person. 

For purposes of determining any particular amount of Indebtedness, (x) Guarantees, Liens or obligations with respect to letters of
credit supporting Indebtedness otherwise included in the determination of such particular amount shall not be included, and (y) any Liens granted pursuant to the equal and ratable provisions referred to in Section 4.13 hereof shall not be
treated as Indebtedness. 
 “Indenture” means this Indenture, as amended or supplemented from time to time.

 “Indirect Participant” means a Person who holds a beneficial interest in a Global Note through a
Participant. 
 “Initial Notes” means the first $187,500,000 aggregate principal amount of Notes issued under
this Indenture on the date hereof. 
 “Initial Purchaser” means each of Goldman, Sachs & Co., Merrill
Lynch, Pierce, Fenner & Smith Incorporated, BB&T Capital Markets, a division of Scott & Stringfellow, LLC, Morgan Keegan & Company, Inc., PNC Capital Markets LLC, RBS Securities Inc. and FBR Capital Markets &
Co. 
 “Institutional Accredited Investor” means an institution that is an “accredited investor” as
defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act, who are not also QIBs. 

“Investment Grade” means, with respect to Moody’s, a rating of Baa3 or, with respect to S&P, a rating of
BBB— or better (or, if either such entity ceases to rate the Notes, the equivalent investment grade credit rating from any other Rating Agency selected by Holdings). 
 “Investments” means, with respect to any Person, all direct or indirect investments by such Person in other Persons in the forms of loans (including Guarantees or other obligations),
advances or capital contributions (excluding commission, travel and similar advances to officers and employees made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other
securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If Holdings or any Restricted Subsidiary of Holdings sells or otherwise disposes of any Equity Interests of any
direct or indirect Restricted Subsidiary of Holdings such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of Holdings, Holdings will be deemed to have made an Investment on the date of any
such sale or disposition equal to the Fair Market Value of Holdings’ Investments in such Subsidiary that were not sold or disposed of in an amount determined as provided in the final paragraph of Section 4.08. The acquisition by Holdings
or any Restricted Subsidiary of Holdings of a Person that holds an Investment in a third Person will be deemed to be an Investment by Holdings or such Restricted Subsidiary in such third Person, unless such Investment in such third party was not
made in anticipation or contemplation of the Investment by Holdings or such Restricted Subsidiary and such third party Investment is incidental to the primary business of such Person in whom Holdings or such Restricted Subsidiary is making such
Investment, in such third Person in an amount equal to the Fair Market Value of the Investments held by the acquired Person in such third Person in an amount determined as provided in the final paragraph of Section 4.08 Except as otherwise
provided in this Indenture, the amount of an Investment will be determined at the time the Investment is made and without giving effect to subsequent changes in value. 

  
 13 









 “Legal Holiday” means a Saturday, a Sunday or a day on which banking
institutions in the City of New York or at a place of payment are authorized or required by law, regulation or executive order to remain closed. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the
next succeeding day that is not a Legal Holiday, and no interest shall accrue on such payment for the intervening period. 

“Letter of Transmittal” means the letter of transmittal to be prepared by the Company and sent to all Holders of the
Notes for use by such Holders in connection with the Exchange Offer. 
 “Lien” means, with respect to any
asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention
agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in, except in connection with any Qualified Receivables Transaction, and any filing of or agreement to give any financing statement under
the Uniform Commercial Code (or equivalent statutes) of any jurisdiction. 
 “Moody’s” means Moody’s
Investors Service, Inc. 
 “Net Income” means, with respect to any specified Person for any period, the net
income (loss) of such Person for such period, on a consolidated basis, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends, excluding, however: 

(1) any gain (or loss) or charge, together with any related provision for taxes on such gain (or loss) or charge, realized
in connection with: 
 (a) any Asset Sale; or 

(b) the disposition of any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any
Indebtedness of such Person or any of its Restricted Subsidiaries including any fees or expenses relating to any provision or penalty paid, write-off of deferred financing costs or other charges in connection with redeeming or retiring of any
Indebtedness of such Person or any of its Restricted Subsidiaries prior to its stated maturity; 
 (2) any
extraordinary gain (or loss), together with any related provision for taxes on such extraordinary gain (or loss); and 
 (3) any impairment charge or write-off, together with any related provision for taxes on such impairment charge or write-off, pursuant to Financial Accounting Standards Board Accounting Standard
Codification Topic 350 and 360 on goodwill, intangibles and impairments or any successor provision or interpretation thereof. 

“Net Proceeds” means the aggregate cash proceeds, including payments in respect of deferred payment obligations (to the
extent corresponding to the principal, but not the interest component thereof), received by Holdings or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other
disposition of any non-cash consideration received in any Asset Sale), net of 

  
 14 









 (1) the direct costs relating to such Asset Sale, including, without
limitation, legal, accounting and investment banking fees, and sales commissions, and any relocation expenses incurred as a result of the Asset Sale, 
 (2) appropriate amounts to be provided by Holdings or any Restricted Subsidiary, as the case may be, as a reserve, in accordance with GAAP, against any liabilities associated with such Asset Sale,

 (3) taxes paid or payable as a result of the Asset Sale, in each case, after taking into account any available
tax credits or deductions and any tax sharing arrangements, 
 (4) amounts required to be applied to the
repayment of Indebtedness or other liabilities, other than Senior Debt secured by a Lien on the asset or assets that were the subject of such Asset Sale, 
 (5) any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP, and 

(6) in the case of any Asset Sale by a Restricted Subsidiary, payments to holders of Equity Interests in such Restricted
Subsidiary in such capacity (other than such Equity Interests held by the Company or any Restricted Subsidiary) to the extent that such payment is required to permit the distribution of such proceeds in respect of the Equity Interests in such
Restricted Subsidiary held by the Company or any Restricted Subsidiary; 
 provided that excess amounts set aside for
payment of taxes pursuant to clause (2) above remaining after such taxes have been paid in full or the statute of limitations therefor has expired at that time become Net Proceeds. 

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

“Note Guarantee” means the Guarantee by each Guarantor of the Company’s obligations under this Indenture and the
Notes, executed pursuant to the provisions of this Indenture. 
 “Notes” has the meaning assigned to it in the
preamble to this Indenture. The Initial Notes and the Additional Notes shall be treated as a single class for all purposes under this Indenture and unless the context otherwise requires, all references to the Notes include the Initial Notes and any
Additional Notes. 
 “Obligations” means any principal, interest, penalties, fees, indemnifications,
reimbursements, gross-ups, damages, costs and expenses and other liabilities payable under the documentation governing any Indebtedness. 
 “Officer” means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the
Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice-President of such Person. 

“Officers’ Certificate” means a certificate signed on behalf of the Company by two Officers of the Company, one of
whom must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Company, that meets the requirements of Section 13.05 hereof. 

  
 15 









 “Opinion of Counsel” means an opinion from legal counsel who is reasonably
acceptable to the Trustee, that meets the requirements of Section 13.05 hereof. The counsel may be an employee of or counsel to the Company, any Subsidiary of the Company or the Trustee. 

“Participant” means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the
Depositary, Euroclear or Clearstream, respectively (and, with respect to DTC, shall include Euroclear and Clearstream). 

“Permitted Business” means the lines of business conducted or proposed to be conducted by Holdings and its Subsidiaries
on the date of this Indenture and any businesses similar, related, incidental or ancillary thereto or that constitutes a reasonable extension or expansion thereof. 
 “Permitted Equity Purchase” means the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of Holdings in an aggregate amount not to exceed $30.0
million after the date of this Indenture. 
 “Permitted Investments” means: 

(1) any Investment in Holdings or in a Restricted Subsidiary of Holdings; 

(2) any Investment in Cash Equivalents; 

(3) any Investment by Holdings or any Restricted Subsidiary of Holdings in a Person, if as a result of such Investment:

 (a) such Person becomes a Restricted Subsidiary of Holdings; or 

(b) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its
assets to, or is liquidated into, Holdings or a Restricted Subsidiary of Holdings; 
 (4) any Investment made as
a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance Section 4.11 hereof; 
 (5) any acquisition of assets or Equity Interests solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of Holdings; 

(6) any Investments received in compromise, resolution or settlement of (A) obligations of, or disputes with, trade
creditors, suppliers or customers that were incurred or arose in the ordinary course of business of Holdings or any of its Restricted Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or
insolvency of any trade creditor, suppliers or customer; or (B) litigation, arbitration or other disputes with Persons who are not Affiliates; 
 (7) Investments represented by Hedging Obligations; 
 (8)
receivables or advances to customers or suppliers in the ordinary course of business that are payable or dischargeable in accordance with customary trade terms or that are, in conformity with GAAP, recorded as accounts receivable, prepaid expenses
or deposits on the balance sheet of Holdings or its Restricted Subsidiaries and endorsements for collection or deposit arising in the ordinary course of business; 

  
 16 









 (9) commission, payroll, travel and similar advances to officers and
employees of Holdings or any of its Restricted Subsidiaries that are expected at the time of such advance ultimately to be recorded as an expense in conformity with GAAP; 

(10) Investments existing on the date of this Indenture; 

(11) endorsements of negotiable instruments and documents in the ordinary course of business; 

(12) any Investment received in exchange for the Equity Interests of an Unrestricted Subsidiary; 

(13) repurchases of the Notes; 
 (14) Investments in a joint venture engaged in a Permitted Business having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent
changes in value) when taken together with any other Investments under this clause (14) that are at the time outstanding, not to exceed the greater of (a) $50.0 million or (b) 10% of Holdings’ Consolidated Net Assets; 

(15) Guarantees permitted to be made pursuant to Section 4.10 hereof; 

(16) loans and advances to employees made in the ordinary course of business not to exceed $2.0 million in the aggregate
at any time outstanding; 
 (17) the acquisition by a Receivables Subsidiary in connection with a Qualified
Receivables Transaction of Equity Interests of a trust or other Person established by such Receivables Subsidiary to effect such Qualified Receivables Transaction; and any other Investment by Holdings or a Subsidiary of Holdings in a Receivables
Subsidiary or any Investment by a Receivables Subsidiary in any other Person in connection with a Qualified Receivables Transaction; provided that such other Investment is in the form of a note or other instrument that the Receivables
Subsidiary or other Person is required to repay as soon as practicable from available cash collections (less amounts required to be established as reserves pursuant to contractual agreements with entities that are not Affiliates of Holdings entered
into as part of a Qualified Receivables Transaction); 
 (18) any assignment of intellectual property from
Holdings or any Restricted Subsidiary of Holdings to any Unrestricted Subsidiary of Holdings; 
 (19) Investments
in Unrestricted Subsidiaries having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this
clause (19) that are at the time outstanding, not to exceed $75.0 million; and 
 (20) other Investments in
any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause
(20) that are at the time outstanding, not to exceed $50.0 million. 

  
 17 









 The amount of Investments outstanding at any time pursuant to clauses (14),
(16), (19) and (20) shall be reduced by (A) the return of capital with respect to such Investment; and (B) an amount equal to the net reduction in such Investments in any Person resulting from repayments of loans or advances, or
other transfers of assets, in each case to Holdings or any Restricted Subsidiary or from the net cash proceeds from the sale of any such Restricted Investment, from the release of any Guarantee (except to the extent any amounts are paid under such
Guarantee) or from any redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary. 
 “Permitted Junior
Securities” means: 
 (1) Equity Interests in the Company or any Guarantor or any other business entity
provided for by a plan of reorganization; or 
 (2) debt securities of the Company or any Guarantor or any other
business entity provided for by a plan of reorganization that are subordinated to all Senior Debt and any debt securities issued in exchange for Senior Debt to at least the same extent as, or to a greater extent than, the Notes and the Note
Guarantees are subordinated to Senior Debt under this Indenture. 
 “Permitted Liens” means: 

(1) Liens on assets of Holdings or any of its Restricted Subsidiaries securing Senior Debt that was permitted by the terms
of this Indenture to be incurred; 
 (2) Liens in favor of Holdings or any of its Restricted Subsidiaries;

 (3) Liens on property of a Person existing at the time such Person is merged with or into or consolidated with
Holdings or any Subsidiary of Holdings; provided that such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with
Holdings or the Subsidiary; 
 (4) Liens on property (including Capital Stock) existing at the time of
acquisition of the property by Holdings or any Subsidiary of Holdings, provided that such Liens were in existence prior to, such acquisition, and not incurred in contemplation of, such acquisition; 

(5) Liens incurred or pledges or deposits made in the ordinary course of business in connection with workers’
compensation, unemployment insurance or other kinds of social security, or to secure liability to insurance carriers under insurance or self-insurance arrangements incurred in the ordinary course of business or the payment or performance of tenders,
bids, contracts (other than contracts for the payment of Indebtedness) or leases to which such Person is a party, statutory or regulatory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred in the
ordinary course of business; 
 (6) Liens to secure Indebtedness (including Capital Lease Obligations) permitted
by Section 4.10(b)(4) covering only the assets acquired with or financed by such Indebtedness; 
 (7) Liens
existing on the date of this Indenture; 
 (8) Liens for taxes, assessments or governmental charges or claims
that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded; provided that any reserve or other appropriate provision as is required in conformity with GAAP has
been made therefor; 

  
 18 









 (9) Liens imposed by law, such as carriers’, warehousemen’s,
landlord’s, materialmen, repairmen, mechanics and other similar Liens, in each case, incurred in the ordinary course of business; 
 (10) Liens incurred to secure property owned or financed by customers, suppliers or other contractors used by Holdings or any of its Subsidiaries in the ordinary course of business; 

(11) any interest or title of a lessor in any Capital Lease Obligation or operating lease; 

(12) Liens securing reimbursement obligations with respect to letters of credit which encumber documents and other
property relating to letters of credit and the product and proceeds thereof; 
 (13) Liens securing Hedging
Obligations which Hedging Obligations relate to indebtedness that is otherwise permitted under this Indenture; 

(14) leases and subleases granted to lessors; 

(15) Liens arising from filing Uniform Commercial Code financing statements regarding leases; 

(16) customary non-assignment provisions in leases and other agreements entered into by Holdings or any Restricted
Subsidiary in the ordinary course of business; 
 (17) survey exceptions, 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 property that were not incurred in connection with Indebtedness and that
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; 
 (18) Liens created for the benefit of (or to secure) the Notes (or any Note Guarantees); 
 (19) Liens to secure any Permitted Refinancing Indebtedness; provided, however, that the new Lien shall be limited to all or part of the same property and assets that secured or, under the written
agreements pursuant to which the original Lien arose, could secure the original Lien (plus improvements and accessions to, such property or proceeds or distributions thereof); 

(20) Liens on property or assets used to defease, to satisfy and discharge or to redeem or otherwise decrease
Indebtedness; provided that (a) the incurrence of such Indebtedness is permitted to be incurred under this Indenture and (b) such defeasance, satisfaction and discharge, redemption or decrease is not prohibited by this Indenture;

 (21) prejudgment Liens and judgment Liens not giving rise to an Event of Default so long as such Lien is
adequately bonded and any appropriate legal proceeding that may have been duly initiated for the review of such judgment has not been finally terminated or the period within which such proceeding may be initiated has not expired; 

(22) Liens securing Indebtedness of non-Domestic Restricted Subsidiaries permitted to be incurred under
Section 4.10(a) or Section 4.10(b)(16); 

  
 19 









 (23) bankers’ Liens, rights of setoff and other similar Liens existing
solely with respect to Cash Equivalents arising in the ordinary course of business from netting services, overdraft protection, cash management obligations or otherwise in connection with the maintenance of deposit, securities and commodities
accounts 
 (24) Liens on assets of Holdings, any Subsidiary of Holdings or a Receivables Subsidiary incurred in
connection with a Qualified Receivables Transaction; 
 (25) any extension, renewal or replacement (or successive
extensions, renewals or replacements), in whole or in part, of any Lien referred to in any of the foregoing clauses; provided that such extension, renewal or replacement Lien shall be limited to all or a part of the property which secured the Lien
so extended, renewed or replaced; and 
 (26) other Liens securing obligations that do not exceed $20.0 million
at any one time outstanding. 
 “Permitted Refinancing Indebtedness” means any Indebtedness of Holdings or any
of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to refund, refinance, replace, defease or discharge other Indebtedness of Holdings or any of its Restricted Subsidiaries (other than intercompany
Indebtedness); provided that: 
 (1) the principal amount (or accreted value or liquidation preference, if
applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value or liquidation preference, if applicable) of the Indebtedness renewed, refunded, refinanced, replaced, defeased or discharged (plus all
accrued and unpaid interest on the Indebtedness and the amount of all fees and expenses, including premiums incurred in connection therewith); 
 (2) such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date (or redemption date, if applicable) of, and has a Weighted Average Life to Maturity equal to or
greater than the Weighted Average Life to Maturity of, the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged; 
 (3) if the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged is subordinated in right of payment to the Notes or any Note Guarantee, such Permitted Refinancing
Indebtedness is subordinated in right of payment to, the Notes or such Note Guarantee on terms at least as favorable, taken as a whole, to the holders of Notes as those contained in the documentation governing the Indebtedness being renewed,
refunded, refinanced, replaced, defeased or discharged; and 
 (4) such Indebtedness is incurred either by
Holdings or by the Restricted Subsidiary who is the obligor on the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged; provided that a Restricted Subsidiary that is also a Guarantor may guarantee Permitted
Refinancing Indebtedness incurred by Holdings, whether or not such Restricted Subsidiary was an obligor or guarantor of the indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged. 

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust,
unincorporated organization, limited liability company or government or other entity. 

  
 20 









 “Preferred Stock” means, with respect to any Person, any Capital Stock of
such Person that has preferential rights to any other Capital Stock of such Person with respect to dividends or redemptions upon liquidation. 
 “Private Placement Legend” means the legend set forth in Section 2.06(g)(1) hereof to be placed on all Notes issued under this Indenture except where otherwise permitted by the
provisions of this Indenture. 
 “QIB” means a “qualified institutional buyer” as defined in Rule
144A. 
 “Qualified Receivables Transaction” means any transaction or series of transactions entered into by
Holdings or any of its Subsidiaries pursuant to which Holdings or any of its Subsidiaries sells, conveys or otherwise transfers to (1) a Receivables Subsidiary (in the case of a transfer by Holdings or any of its Subsidiaries) or (2) any
other Person (in the case of a transfer by a Receivables Subsidiary), or transfers an undivided interest in or grants a security interest in, any accounts receivable (whether now existing or arising in the future) of Holdings or any of its
Subsidiaries, and any assets related thereto including, without limitation, all collateral securing such accounts receivable and assets and all contracts and contract rights, all guarantees or other supporting obligations (including Hedging
Obligations) in respect of such accounts receivable and assets and all proceeds of the foregoing and other assets which are customarily transferred, or in respect of which security interests are customarily granted, in connection with asset
securitization transactions involving such accounts receivable and other assets. 
 “Rating Agencies” means
Moody’s and S&P (or, if either such entity ceases to rate the Notes, any other “nationally recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected by Holdings as a
replacement agency). 
 “Receivables Subsidiary” means a Subsidiary of Holdings which engages in no activities
other than in connection with the financing of accounts receivable and any assets related thereto and which is designated by the Board of Directors of Holdings (as provided below) to be a Receivables Subsidiary (a) no portion of the
Indebtedness or any other Obligations (contingent or otherwise) of which (1) is guaranteed by Holdings or any Subsidiary of Holdings (excluding guarantees of Obligations (other than the principal of, and interest on, Indebtedness) pursuant to
representations, warranties, covenants and indemnities entered into in the ordinary course of business in connection with a Qualified Receivables Transaction), (2) is recourse to or obligates Holdings or any Subsidiary of Holdings in any way
other than pursuant to representations, warranties, covenants and indemnities entered into in the ordinary course of business in connection with a Qualified Receivables Transaction or (3) subjects any property or asset of Holdings or any
Subsidiary of Holdings (other than accounts receivable and related assets as provided in the definition of “Qualified Receivables Transaction”), directly or indirectly, contingently or otherwise, to the satisfaction thereof other than
pursuant to representations, warranties, covenants and indemnities entered into in the ordinary course of business in connection with a Qualified Receivables Transaction, (b) with which neither Holdings nor any Subsidiary of Holdings has any
material contract, agreement, arrangement or understanding (other than on terms no less favorable to Holdings or such Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of Holdings) other than fees payable
in the ordinary course of business in connection with servicing accounts receivable and any assets related thereto, and (c) with which neither Holdings nor any Subsidiary of Holdings has any obligation to maintain or preserve such
Subsidiary’s financial condition or cause such Subsidiary to achieve certain levels of operating results. Any such designation by the Board of Directors of Holdings will be evidenced to the Trustee by filing with the Trustee a certified copy of
a resolution of the Board of Directors of Holdings giving effect to such designation, together with an officers’ certificate certifying that such designation complied with the foregoing conditions. 

  
 21 









 “Registration Rights Agreement” means the Registration Rights Agreement,
dated as of January 21, 2011, by and among the Company, the Guarantors and the other parties named on the signature pages thereof, as such agreement may be amended, modified or supplemented from time to time. 

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

“Regulation S Global Note” means a Global Note substantially in the form of Exhibit A hereto bearing the Global Note
Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 903 of
Regulation S. 
 “Replacement Assets” means (1) non-current assets that will be used or useful in a
Permitted Business or (2) substantially all the assets of a Permitted Business or a majority of the Voting Stock of any Person engaged in a Permitted Business that will become, on the date of acquisition thereof, a Restricted Subsidiary.

 “Representative” means the indenture trustee or other trustee, agent or representative for any Senior Debt.

 “Responsible Officer,” when used with respect to the Trustee, means any officer within the Corporate Trust
Services Group of the Trustee (or any successor group of the Trustee) or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a
particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject. 
 “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” of a Person means any Subsidiary of such Person that is not an Unrestricted Subsidiary. 
 “Rule 144” means Rule 144 promulgated under the Securities Act. 

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

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

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

“S&P” means Standard & Poor’s Ratings Group. 

“SEC” means the Securities and Exchange Commission. 

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

“Senior Debt” means: 

  
 22 









 (1) all Indebtedness of the Company or any Guarantor outstanding under
Credit Facilities (including the Credit Agreement) and all Hedging Obligations with respect thereto, whether outstanding on the date of this Indenture or incurred thereafter; 

(2) any other Indebtedness of the Company or any Guarantor permitted to be incurred under the terms of this Indenture,
unless the instrument under which such Indebtedness is incurred expressly provides that it is on a parity with or subordinated in right of payment to the Notes or any Note Guarantee, and 

(3) all Obligations with respect to the items listed in the preceding clauses (1) and (2) (including any
interest accruing subsequent to the filing of a petition of bankruptcy at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable law). 

Notwithstanding anything to the contrary in the preceding, Senior Debt will not include: 

(1) any liability for federal, state, local or other taxes owed or owing by Holdings; 

(2) any intercompany Indebtedness of Holdings or any of its Subsidiaries to Holdings or any of its Affiliates; 

(3) any trade payables; 
 (4) the portion of any Indebtedness that is incurred in violation of this Indenture, provided that a good faith determination by the Board of Directors of Holdings evidenced by a board resolution,
or a good faith determination by the Chief Financial Officer of Holdings evidenced by an officer’s certificate, that such Indebtedness being incurred is permitted by this Indenture will be conclusive; 

(5) Indebtedness that, when incurred, was classified as non-recourse in accordance with GAAP or any unsecured claim
arising in respect thereof by reason of the application of section 1111(b)(1) of the Bankruptcy Code; 
 (6) any
repurchase, redemption or other obligation in respect of Disqualified Stock or Preferred Stock; 
 (7) any
Indebtedness owed to any employee of Holdings or any of its Subsidiaries; or 
 (8) the Company’s Senior
Subordinated Notes due 2015 and any Indebtedness, and any other obligations referred to in clause (1), (2) or (3) of this definition, which in each case is, by its express terms or by express terms of the instruments or agreements creating
or evidencing the same or pursuant to which the same is outstanding, subordinated in right of payment to any other Indebtedness of the Company. 
 “Shelf Registration Statement” means the Shelf Registration Statement as defined in the Registration Rights Agreement. 

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

  
 23 









 “Stated Maturity” means, with respect to any installment of interest or
principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and will not include any contingent obligations to repay, redeem or
repurchase any such interest or principal prior to the date originally scheduled for the payment thereof. 

“Subsidiary” means, with respect to any specified Person: 

(1) any corporation, association or other business entity of which more than 50% of the total voting power of shares of
Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or
trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and 

(2) any partnership (a) the sole general partner or the managing general partner of which is such Person or a
Subsidiary of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof). 
 “TIA” means the Trust Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa-77bbbb). 
 “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 longer published, any publicly available source
of similar market data)) most nearly equal to the period from the redemption date to January 15, 2016; provided, however, that if the period from the redemption date to January 15, 2016, 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. 

“Trustee” means U.S. Bank National Association 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 a Definitive Note that does not bear and is not required to bear the Private Placement Legend. 

“Unrestricted Global Note” means a Global Note that does not bear and is not required to bear the Private Placement
Legend. 
 “Unrestricted Subsidiary” means any Subsidiary of Holdings that is designated by the Board of
Directors of Holdings as an Unrestricted Subsidiary pursuant to a resolution of the Board of Directors, but only to the extent that such Subsidiary, except as permitted by Section 4.12 hereof, is not party to any agreement, contract,
arrangement or understanding with Holdings or any Restricted Subsidiary of Holdings unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to Holdings or such Restricted Subsidiary than those that might
be obtained at the time from Persons who are not Affiliates of the Company. 
 “U.S. Person” means a U.S.
Person as defined in Rule 902(k) promulgated under the Securities Act. 

  
 24 









 “Voting Stock” of any specified Person as of any date means the Capital
Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person. 

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by
dividing: 
 (1) the sum of the products obtained by multiplying (a) the amount of each then remaining
installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between
such date and the making of such payment; by 
 (2) the then outstanding principal amount of such
Indebtedness. 
 Section 1.02 Other Definitions. 
  

			
	 Term
	  	Defined in
Section
		
	 “Affiliate Transaction”
	  	4.12
	 “Asset Sale Offer”
	  	3.09
	 “Authentication Order”
	  	2.02
	 “Change of Control Offer”
	  	4.16
	 “Change of Control Payment”
	  	4.16
	 “Change of Control Payment Date”
	  	4.16
	 “Covenant Defeasance”
	  	8.03
	 “DTC”
	  	2.03
	 “Event of Default”
	  	6.01
	 “Excess Proceeds”
	  	4.11
	 “incur”
	  	4.10
	 “Legal Defeasance”
	  	8.02
	 “Offer Amount”
	  	3.09
	 “Offer Period”
	  	3.09
	 “Paying Agent”
	  	2.03
	 “Payment Blockage Notice”
	  	10.03
	 “Payment Default”
	  	6.01
	 “Permitted Debt”
	  	4.10
	 “Purchase Date”
	  	3.09
	 “Redemption Date”
	  	3.07
	 “Registrar”
	  	2.03
	 “Restricted Payments”
	  	4.08

 Section 1.03 Incorporation by
Reference of Trust Indenture Act. 
 Whenever this Indenture refers to a provision of the TIA, the provision is incorporated
by reference in and made a part of this Indenture. 
 The following TIA terms used in this Indenture have the following
meanings: 
 “indenture trustee” or “institutional trustee” means the Trustee; and 


  
 25 









 “obligor” on the Notes and the Note Guarantees means the Company and the
Guarantors, respectively, and any successor obligor upon the Notes and the Note Guarantees, respectively. 
 All other terms
used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA have the meanings so assigned to them. 
 Section 1.04 Rules of Construction. 
 Unless the context otherwise
requires: 
 (1) a term has the meaning assigned to it; 

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

(3) “or” is not exclusive; 

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

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

(6) “herein”, “hereof” and other word of similar import refer to this Indenture as a whole and not to
any particular Section, Article or other subdivision; 
 (7) provisions apply to successive events and
transactions; and 
 (8) references to sections of or rules under the Securities Act will be deemed to include
substitute, replacement of successor sections or rules adopted by the SEC from time to time. 
 ARTICLE 2 

THE NOTES 
 Section 2.01
Form and Dating. 
 (a) General. The Notes and the Trustee’s certificate of authentication
will be substantially in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note will be dated the date of its authentication. The Notes shall be in a minimum
amount of $2,000 and integral multiples of $1,000 in excess thereof. 
 The terms and provisions contained in the Notes will
constitute, and are hereby expressly made, a part of this Indenture and the Company, 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 Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. 
 (b) Global Notes. Notes issued in global form will be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the
Global Note” attached thereto). Notes issued in definitive form will be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note”
attached thereto). Each Global Note will represent such of the outstanding Notes as will be specified therein and each shall provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that
the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or
decrease in the aggregate principal amount of outstanding Notes represented thereby will 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. 

  
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 (c) 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 Global Notes that are held by Participants through Euroclear or Clearstream. 
 Section 2.02 Execution and Authentication. 
 At least one Officer must
sign the Notes for the Company by manual or facsimile signature. 
 If an Officer whose signature is on a Note no longer holds
that office at the time a Note is authenticated, the Note will nevertheless be valid. 
 A Note will not be valid until
authenticated by the manual signature of the Trustee. The signature will be conclusive evidence that the Note has been authenticated under this Indenture. 
 The aggregate principal amount of Notes (other than Notes issued in exchange, substitution or replacement, including Notes issued under Section 2.07) which may be authenticated and delivered under
this Indenture shall be unlimited. 
 The Company may, subject to Article 4 of this Indenture and applicable law, issue
Additional Notes under this Indenture, including Exchange Notes. The Notes issued on the date of this Indenture and any Additional Notes subsequently issued shall be treated as a single class for all purposes under this Indenture. 

The Trustee will, upon receipt of a written order of the Company signed by two Officers (an “Authentication Order”),
authenticate Notes for original issue that may be validly issued under this Indenture, including any Additional Notes, up to the aggregate principal amount stated in paragraph 4 of the Notes plus Notes issued to pay Additional Interest pursuant to
paragraph 2 of the Notes. The aggregate principal amount of Notes outstanding at any time may not exceed the aggregate principal amount of Notes authorized for issuance by the Company pursuant to one or more Authentication Orders, except as provided
in Section 2.07 hereof. 
 The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes.
An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal
with Holders or an Affiliate of the Company. 

  
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 Section 2.03 Registrar and Paying Agent. 

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

The Company initially appoints the Trustee to act as the Registrar and Paying Agent and to act as Custodian with respect to the Global
Notes. 
 Section 2.04 Paying Agent to Hold Money in Trust. 
 The Company will require each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent
for the payment of principal, premium or Additional Interest, if any, or interest on the Notes, and will notify the Trustee of any default by the Company in making any such payment. While any such default continues, the Trustee may require a Paying
Agent to pay all money held by it to the Trustee. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Company or a Subsidiary of
Holdings) will have no further liability for the money. If the Company or a Subsidiary of Holdings acts as Paying Agent, it will segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon
any bankruptcy or reorganization proceedings relating to the Company, the Trustee will serve as Paying Agent for the Notes. 
 Section 2.05
Holder Lists. 
 The Trustee will preserve in as current a form as is reasonably practicable the most recent list
available to it of the names and addresses of all Holders and shall otherwise comply with TIA § 312(a). If the Trustee is not the Registrar, the Company will furnish to the Trustee at least seven Business Days before each interest payment
date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders of Notes and the Company shall otherwise comply with TIA
§ 312(a). 
 Section 2.06 Transfer and Exchange. 

(a) Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary
to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes
will be exchanged by the Company for Definitive Notes if: 
 (1) the Company delivers to the Trustee written
notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within
120 days after the date of such notice from the Depositary; 

  
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 (2) the Company in its sole discretion determines that the Global Notes (in
whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or 
 (3) there has occurred and is continuing a Default or Event of Default with respect to the Notes. 
 Upon the occurrence of either of the preceding events in (1) or (2) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee in writing. Global Notes
also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or
Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial
interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof. 
 (b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes will be effected through the Depositary, in accordance
with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the Restricted Global Notes will 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 will require compliance with either subparagraph (1) or (2) below, as applicable, as well as one or more of the other following subparagraphs, as applicable: 

(1) 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 Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). 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)(1). 
 (2) 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)(1) above, the transferor of such beneficial interest must deliver to the
Registrar either: 
 (A) both: 
 (i) 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 
 (ii) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase; or 

  
 29 









 (B) both: 

(i) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the
Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged; and 

(ii) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such
Definitive Note shall be registered to effect the transfer or exchange referred to in (1) above; 
 Upon consummation of an Exchange Offer
by the Company in accordance with Section 2.06(f) hereof, the requirements of this Section 2.06(b)(2) shall be deemed to have been satisfied upon receipt by the Registrar of the instructions contained in the Letter of Transmittal delivered
by the Holder of such beneficial interests in the Restricted Global Notes. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise
applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(h) hereof. 
 (3) 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)(2) above 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; 
 (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; and 
 (C) if the transferee will take delivery in the form of a
beneficial interest in the IAI Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable.

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

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

(D) the Registrar receives the following: 

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

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

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

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

(A) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest
for a Restricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof; 
 (B) if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item
(1) thereof; 

  
 31 









 (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 to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof; 

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

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

(G) if such beneficial interest is being transferred pursuant to an effective registration statement under the Securities
Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof, 
 the
Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Company shall execute and the Trustee shall authenticate and deliver to the Person designated
in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or names
and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver such
Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(1) shall bear the Private Placement
Legend and shall be subject to all restrictions on transfer contained therein. 
 (2) Beneficial Interests in
Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a
Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: 
 (A) such exchange
or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the
applicable Letter of Transmittal that it is not (i) a Broker-Dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Company; 

(B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights
Agreement; 

  
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 (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: 
 (i) 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 in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or 

(ii) 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 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. 
 (3) Beneficial Interests in
Unrestricted Global Notes to Unrestricted Definitive Notes. If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a
Person who takes delivery thereof in the form of a Definitive Note, then, upon satisfaction of the conditions set forth in Section 2.06(b)(2) hereof, the Trustee will cause the aggregate principal amount of the applicable Global Note to be
reduced accordingly pursuant to Section 2.06(h) hereof, and the Company will execute and the Trustee will authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any
Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(3) will be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest requests
through instructions to the Registrar from or through the Depositary and the Participant or Indirect Participant. The Trustee will deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued
in exchange for a beneficial interest pursuant to this Section 2.06(c)(3) will not bear the Private Placement Legend. 
 (d)
Transfer and Exchange of Definitive Notes for Beneficial Interests. 
 (1) Restricted Definitive Notes
to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Notes to a Person
who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation: 

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

  
 33 









 (B) if such Restricted Definitive Note is being transferred to a QIB in
accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof; 
 (C) if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B
hereto, including the certifications in item (2) thereof; 
 (D) if such Restricted Definitive Note is
being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof;

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

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

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

(C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with
the Registration Rights Agreement; 
 (D) if such Restricted Definitive Note is being transferred pursuant to an
effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof, or 

  
 34 









 (E) the Registrar receives the following: 

(i) if the Holder of such Definitive Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted
Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or 
 (ii) if the Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, a certificate
from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; 
 and, in each such
case set forth in this subparagraph (E), 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)(2), the Trustee will cancel
the Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note. 
 (3) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may exchange such Note for a beneficial interest in an
Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a request for such an exchange or transfer, the
Trustee will cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Notes. 

If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to subparagraphs
(2)(B), (2)(D) or (3) above at a time when an Unrestricted Global Note has not yet been issued, the Company will issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee will 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 will register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder must 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 must provide any additional certifications, documents and
information, as applicable, required pursuant to the following provisions of this Section 2.06(e). 
 (1)
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: 

  
 35 









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

 (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, certificates and Opinion of Counsel required by item (3) thereof, if applicable; and 

(D) if the transfer is being made to the Company or any of Holdings’ Subsidiaries, a certificate to the effect set
forth in Exhibit B, including the certification in Item (3) thereof. 
 (2) 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 (i) a Broker-Dealer, (ii) a Person participating in
the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Company; 
 (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; 

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

(i) if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive
Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or 
 (ii) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such
Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; 
 and, in each such case set
forth in this subparagraph (D), if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the 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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 (3) Unrestricted Definitive Notes to Unrestricted Definitive Notes. A
Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the
Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof. 
 (f) Exchange Offer.
Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee will authenticate:

 (1) 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 accepted for exchange in the Exchange Offer by Persons that certify in the applicable Letters of Transmittal that (A) they are not Broker-Dealers, (B) they are not participating in a
distribution of the Exchange Notes and (C) they are not affiliates (as defined in Rule 144) of the Company; and 
 (2) Unrestricted Definitive Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Notes accepted for exchange in the Exchange Offer by Persons that certify in
the applicable Letters of Transmittal that (A) they are not Broker-Dealers, (B) they are not participating in a distribution of the Exchange Notes and (C) they are not affiliates (as defined in Rule 144) of the Company. 

Concurrently with the issuance of such Notes, the Trustee will cause the aggregate principal amount of the applicable
Restricted Global Notes to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the Persons designated by the Holders of Definitive Notes so accepted Unrestricted Definitive Notes in the appropriate
principal amount. 
 (g) Legends. The following legends will 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. 
 (1) Private Placement Legend. 
 (A) Except as permitted by
subparagraph (B) below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form: 

“THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) AND MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR
THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (4) TO AN INSTITUTIONAL INVESTOR THAT IS AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501 OF REGULATION D UNDER THE SECURITIES ACT IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE
UNITED STATES AND OTHER JURISDICTIONS.” 

  
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 (B) Notwithstanding the foregoing, any Global Note or Definitive Note
issued pursuant to subparagraphs (b)(4), (c)(2), (c)(3), (d)(2), (d)(3), (e)(2), (e)(3) or (f) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) will not bear the Private Placement Legend. 

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

“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE
BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO
A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. 
 UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO
A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS 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.” 
 (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 will 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 Notes represented by such Global Note will be reduced accordingly and an endorsement will 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 will be increased accordingly and an endorsement will 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.

 (1) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will
authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request. 

(2) No service charge will be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive
Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar
governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.11, 4.16 and 9.05 hereof). 
 (3) The Registrar will not be required to register the transfer of or exchange of any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

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

 (5) Neither the Registrar nor the Company will be required: 

(A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business
15 days before the day of any selection of 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 Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or 

(C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment
date. 
 (6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and
the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee,
any Agent or the Company shall be affected by notice to the contrary. 
 (7) The Trustee will authenticate Global
Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof. 
 (8) 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. 

  
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 Section 2.07 Replacement Notes. 

If any mutilated Note is surrendered to the Trustee or the Company and the Trustee receives evidence to its satisfaction of the
destruction, loss or theft of any Note, the Company will issue and the Trustee, upon receipt of an Authentication Order, will authenticate a replacement Note if the Trustee’s requirements are met. If required by the Trustee or the Company, an
indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Company to protect the Company, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is
replaced. Such replacement Note shall be at the cost of the applicant (including legal fees of the Company and the Trustee). If the Note to be replaced has matured or is about to mature, the Company may opt to redeem such Note rather than reissue
the Note. 
 Every replacement Note issued pursuant to this Section 2.07 is an additional obligation of the Company and
will be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder. 

Section 2.08 Outstanding Notes. 
 The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those 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 Note does not cease to be outstanding because the Company or an
Affiliate of the Company holds the Note; however, Notes held by the Company or a Subsidiary of the Company shall not be deemed to be outstanding for purposes of Section 3.07(a) hereof.  

If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to
it that the replaced Note is held by a protected purchaser. 
 If the principal amount of any Note is considered paid under
Section 4.02 hereof, it ceases to be outstanding and interest on it ceases to accrue. 
 If the Paying Agent (other than
the Company, a Subsidiary or an Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes will be deemed to be no longer outstanding and will
cease to accrue interest. 
 Section 2.09 Treasury Notes. 
 In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Company or any Guarantor, or by any Person directly or
indirectly controlling or controlled by or under direct or indirect common control with the Company or any Guarantor, will be considered as though not outstanding, except that for the purposes of determining whether the Trustee will be protected in
relying on any such direction, waiver or consent, only Notes that the Trustee knows are so owned will be so disregarded. 
 Section 2.10
Temporary Notes. 
 Until certificates representing Notes are ready for delivery, the Company may prepare and the Trustee,
upon receipt of an Authentication Order, will authenticate temporary Notes. Temporary Notes will be substantially in the form of certificated Notes but may have variations that the Company considers appropriate for temporary Notes and as may be
reasonably acceptable to the Trustee. Without unreasonable delay, the Company will prepare and the Trustee will authenticate definitive Notes in exchange for temporary Notes. 

  
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 Holders of temporary Notes will be entitled to all of the benefits of this Indenture.

 Section 2.11 Cancellation. 
 The Company at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent will forward to the Trustee any Notes surrendered to them for registration of transfer, exchange
or payment. The Trustee and no one else will cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall dispose of canceled Notes in accordance with its procedures for the disposition of
canceled securities in effect as of the date of such disposition in its customary manner (subject to the record retention requirement of the Exchange Act). Certification of the disposition of all canceled Notes will be delivered to the Company. The
Company may not issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee for cancellation. 

Section 2.12 Defaulted Interest. 
 If the Company defaults in a payment of interest on the Notes, it will pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest, to the
Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Notes and in Section 4.02 hereof. The Company will notify the Trustee in writing of the amount of defaulted interest proposed to be paid on
each Note and the date of the proposed payment. The Company will fix or cause to be fixed each such special record date and payment date; provided that no such special record date may be less than 10 days prior to the related payment date for
such defaulted interest. At least 15 days before the special record date, the Company (or, upon the written request of the Company, the Trustee in the name and at the expense of the Company) will mail or cause to be mailed to Holders a notice that
states the special record date, the related payment date and the amount of such interest to be paid. 
 Section 2.13 CUSIP Numbers,
ISINs, etc. 
 The Company in issuing the Notes may use “CUSIP” numbers, ISINs and “Common Code” numbers
(in each case if then generally in use) and, if so, the Trustee shall use “CUSIP” numbers, ISINs and “Common Code” numbers in notices of redemption as a convenience to Holders; provided, however, that neither the Company nor the
Trustee shall have any responsibility for any defect in the “CUSIP” numbers, ISINs or “Common Code” numbers that appears on any security, check, advance of payment or redemption notice, any such notice may state that no
representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such
redemption shall not be affected by any defect in or omission of such numbers. The Company shall advise the Trustee of any change in any “CUSIP” numbers, ISINs or “Common Code” numbers applicable to the Notes. 

  
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 ARTICLE 3 
 REDEMPTION AND PREPAYMENT 
 Section 3.01 Notices to Trustee. 

If the Company elects to redeem Notes pursuant to the optional redemption provisions of Section 3.07 hereof, it must furnish to the
Trustee, at least 30 days but not more than 75 days before a redemption date, an Officers’ Certificate setting forth: 
 (1) the clause of this Indenture pursuant to which the redemption shall occur; 
 (2) the redemption date; 
 (3) the principal amount of Notes to be
redeemed; and 
 (4) the redemption price. 
 Section 3.02 Selection of Notes to Be Redeemed or Purchased. 
 If less
than all of the Notes are to be redeemed or purchased in an offer to purchase at any time, the Trustee will select Notes for redemption or purchase on a pro rata basis except: 

(1) if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal
national securities exchange on which the Notes are listed; or 
 (2) if otherwise required by law. 

In the event of partial redemption or purchase by lot, the particular Notes to be redeemed or purchased will be selected, unless
otherwise provided herein, not less than 30 nor more than 60 days prior to the redemption or purchase date by the Trustee from the outstanding Notes not previously called for redemption or purchase. A new Note in principal amount equal to the
unredeemed portion of the original Note will be issued in the name of the Holder upon cancellation of the original Note. 
 The
Trustee will promptly notify the Company in writing of the Notes selected for redemption or purchase and, in the case of any Note selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Notes and
portions of Notes selected will be in amounts of $2,000 or whole multiples of $1,000; except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such Holder, even if not a multiple of
$1,000, shall be redeemed or purchased. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption or purchase also apply to portions of Notes called for redemption or purchase. 

Section 3.03 Notice of Redemption. 
 Subject to the provisions of Section 3.09 hereof, at least 30 days but not more than 60 days before a redemption date, the Company will mail or cause to be mailed, by first class mail, a notice of
redemption to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a
satisfaction and discharge of this Indenture pursuant to Articles 8 or 12 hereof. 
 The notice will identify the Notes to be
redeemed and will state: 
 (1) the redemption date; 

(2) the redemption price; 

  
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 (3) if any Note is being redeemed in part, the portion of the principal
amount of such Note to be redeemed and that, on or after the redemption date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion will be issued upon cancellation of the original Note; 

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

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

(6) that, unless the Company defaults in making such redemption payment, interest on Notes called for redemption ceases to
accrue on and after the redemption date; 
 (7) the paragraph of the Notes and/or Section of this Indenture
pursuant to which the Notes called for redemption are being redeemed; and 
 (8) that no representation is made
as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes. 
 At the
Company’s request, the Trustee will give the notice of redemption in the Company’s name and at its expense; provided, however, that the Company has delivered to the Trustee, at least 45 days prior to the redemption date, an
Officers’ 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. The notice, if delivered in the manner provided herein shall be presumed to
have been given, whether or not the Holder receives such notice. 
 Section 3.04 Effect of Notice of Redemption. 

Once notice of redemption is mailed in accordance with Section 3.03 hereof, Notes called for redemption become irrevocably due and
payable on the redemption date at the redemption price. A notice of redemption may not be conditional. 
 Section 3.05 Deposit of
Redemption or Purchase Price. 
 One Business Day prior to the redemption or purchase date, the Company will deposit with the
Trustee or with the Paying Agent money sufficient to pay the redemption or purchase price of and accrued interest and Additional Interest, if any, on all Notes to be redeemed or purchased on that date. The Trustee or the Paying Agent will promptly
return to the Company any money deposited with the Trustee or the Paying Agent by the Company in excess of the amounts necessary to pay the redemption or purchase price of, and accrued interest and Additional Interest, if any, on, all Notes to be
redeemed or purchased. 
 If the Company complies with the provisions of the preceding paragraph, on and after the redemption or
purchase date, interest will cease to accrue on the Notes or the portions of Notes called for redemption or purchase. If a Note is redeemed or purchased on or after an interest record date but on or prior to the related interest payment date, then
any accrued and unpaid interest shall be paid to the Person in whose name such Note was registered at the close of business on such record date. If any Note called for redemption or purchase is not so paid upon surrender for redemption or purchase
because of the failure of the Company 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 not paid on
such unpaid principal, in each case at the rate provided in the Notes and in Section 4.02 hereof. 

  
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 Section 3.06 Notes Redeemed or Purchased in Part. 

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

Section 3.07 Optional Redemption. 
 (a) At any time on or prior to January 15, 2014, the Company may on one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture (including any
additional notes) at a redemption price of 107.125% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings;
provided that: 
 (1) at least 65% of the aggregate principal amount of Notes issued under this Indenture
(including any Additional Notes but excluding Notes held by Holdings and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and 

(2) the redemption occurs within 90 days of the date of the closing of such Equity Offering. 

(b) Except pursuant to the two preceding paragraphs, the Notes will not be redeemable at the Company’s option prior
to January 15, 2016. 
 (c) On or after January 15, 2016, the Company may redeem all or a part of the
Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest, if any, on the Notes redeemed to the
applicable redemption date, if redeemed during the twelve-month period beginning on January 15 of the years indicated below, subject to the rights of Holders on the relevant record date to receive accrued and unpaid interest on the relevant
interest payment date: 
  

					
	 Year
	  	Percentage	 
	 2016
	  	 	103.563	% 
	 2017
	  	 	102.375	% 
	 2018
	  	 	101.188	% 
	 2019 and thereafter
	  	 	100.000	% 

 Unless the Company
defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. 

(d) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through
3.06 hereof. 
 (e) At any time prior to January 15, 2016, the Company may also redeem all or a part of the
Notes, upon not less than 30 nor more than 60 days prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of 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 on the relevant record date to receive interest due on the relevant interest payment
date. 

  
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 Section 3.08 Mandatory Redemption. 

The Company is not required to make mandatory redemption or sinking fund payments with respect to the Notes. 

Section 3.09 Offer to Purchase by Application of Excess Proceeds. 
 In the event that, pursuant to Section 4.11 hereof, the Company is required to commence an offer to all Holders to purchase Notes (an “Asset Sale Offer”), it will follow the
procedures specified below. 
 The Asset Sale Offer shall be made to all Holders and all holders of other Indebtedness that is
pari passu with the Notes or any Note Guarantee (other than a Note Guarantee by Holdings) containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets.
The Asset Sale Offer will remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer
Period”). No later than three Business Days after the termination of the Offer Period (the “Purchase Date”), the Company will apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such
other pari passu Indebtedness (on a pro rata basis, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so purchased
will be made in the same manner as interest payments are made. 
 If the Purchase Date is on or after an interest record date
and on or before the related interest payment date, any accrued and unpaid interest and Additional Interest, if any, will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no Additional
Interest will be payable to Holders who tender Notes pursuant to the Asset Sale Offer. 
 Upon the commencement of an Asset Sale
Offer, the Company will send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the
Asset Sale Offer. The notice, which will govern the terms of the Asset Sale Offer, will state: 
 (1) that the
Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.11 hereof and the length of time the Asset Sale Offer will remain open; 
 (2) the Offer Amount, the purchase price and the Purchase Date; 

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

(4) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale
Offer will cease to accrue interest on and after the Purchase Date; 
 (5) that Holders electing to have a Note
purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in integral multiples of $1,000 only; 
 (6) that Holders electing to have Notes purchased pursuant to any Asset Sale Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached
to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice at least three Business Days before the Purchase Date; 

  
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 (7) that Holders will be entitled to withdraw their election if the Paying
Agent receives, not later than the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such
Holder is withdrawing his election to have such Note purchased; 
 (8) that, if the aggregate principal amount of
Notes and other pari passu Indebtedness surrendered by holders thereof exceeds the Offer Amount, the Company will select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis based on the principal
amount of Notes and such other pari passu Indebtedness surrendered (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $1,000, or integral multiples thereof, will be purchased); and

 (9) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to
the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer), which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess of $2,000. 

On or before the Purchase Date, the Company will, to the extent lawful, accept for payment, on a pro rata basis to the extent
necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and will deliver or cause to be delivered to the Trustee the Notes properly
accepted together with an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.09. The Company, the Depositary or the Paying Agent, as the
case may be, will promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Company for
purchase, and the Company will promptly issue a new Note, and the Trustee, upon written request from the Company, will authenticate and mail or deliver (or cause to be transferred by book entry) such new Note to such Holder, in a principal amount
equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Sale Offer on the Purchase
Date. 
 Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be
made pursuant to the provisions of Sections 3.01 through 3.06 hereof applicable to purchases. 
 ARTICLE 4 

COVENANTS 
 Section 4.01
Changes in Covenants When Notes Rated Investment Grade 
 If on any date following the date of this Indenture (a) the
Notes are rated Investment Grade by both of the Rating Agencies and (b) no Default or Event of Default has occurred and is continuing, then, beginning on that day and continuing at all times thereafter regardless of any subsequent changes in
the rating of the Notes, Sections 4.08, 4.09, 4.10, 4.11, 4.12, 4.14, 4.17, 4.20, 4.21, 5.01(a)(4) and 5.01(b)(4) will no longer be applicable to the Notes. 

  
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 Section 4.02 Payment of Notes. 

The Company will pay or cause to be paid the principal of, premium, if any, and interest and Additional Interest, if any, on, the Notes on
the dates and in the manner provided in the Notes. Principal, premium, if any, and interest and Additional Interest, if any will be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary of Holdings, holds as
of 10:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest and Additional Interest, if any, then due. The Company
will pay all Additional Interest, if any, in the same manner as interest on the dates and in the amounts set forth in the Registration Rights Agreement. 
 The Company will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the interest rate on the Notes to the extent lawful; it will 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 4.03 Maintenance of Office or Agency. 
 The Company will maintain in the Borough of Manhattan, the City of New York, an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where
Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any time the Company fails to maintain any such required office or agency or fails 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 Company may also from time to time designate
one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will in any
manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, the City of New York for such purposes. The Company will 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 Company hereby designates the Corporate Trust Office of
the Trustee as one such office or agency of the Company in accordance with Section 2.03 hereof. 
 Section 4.04 Reports.

 (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the
Company will furnish to the Trustee and will, if requested in writing, furnish to the Holders or cause the Trustee to furnish by mail at the Company’s expense to the Holders, within the time periods specified in the SEC’s rules and
regulations, unless the information and reports referred to in clauses (1) and (2) below are otherwise filed with the SEC through the Electronic Data Gathering, Analysis, and Retrieval system or any successor system (the “EDGAR
system”) and are available to the public through the EDGAR system (subject to any confidential treatment requests filed with the SEC by the Company): 
 (1) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file reports, including, with respect to the annual information
only, a report thereon by the Company’s certified independent accountants; and 

  
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 (2) all current reports that would be required to be filed with the SEC on
Form 8-K if the Company were required to file such reports. 
 (b) In addition, the Company will file a copy of
each of the reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing), in
which case, the Company will post the reports on its website within those time periods. The Company will at all times comply with TIA § 314(a). 
 (c) If, at any time, the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company will nevertheless continue filing the reports specified in
paragraphs (a) and (b) of this Section 4.04 with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company will not take any action for the purpose of causing the SEC not to accept any
such filings. 
 (d) For so long as any Notes remain outstanding, if at any time they are not required to file
with the SEC the reports required by paragraphs (a), (b) and (c) of this Section 4.04, the Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the
information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. 
 (e) If Holdings (or
any direct or indirect parent of the Company that becomes a Guarantor) has complied with the reporting requirements of Section 13 or 15(d) of the Exchange Act, if applicable, or has furnished the reports described herein in the manner provided
above for the Company, the Company shall be deemed to be in compliance with this Section. 
 (f) Notwithstanding anything to the
contrary, none of Holdings, the Company or any Guarantor will be deemed to have failed to comply with any of its obligations under this Section for purposes of Section 6.01(4) until 60 days after the date any information is due under this
Section. 
 Section 4.05 Compliance Certificate. 

(a) The Company and each Guarantor (to the extent that such Guarantor is so required under the TIA) shall deliver to the
Trustee, within 90 days after the end of each fiscal year, an Officers’ Certificate stating that a review of the activities of the Company and Holdings’ Subsidiaries during the preceding fiscal year has been made under the supervision of
the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or
her knowledge the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if
a Default or Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of his or her
knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of or interest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Company
is taking or proposes to take with respect thereto. 

  
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 (b) So long as any of the Notes are outstanding, the Company will deliver to
the Trustee within five business days of any Officer becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect
thereto. 
 Section 4.06 Taxes. 
 The Company will pay, and Holding will cause each of its Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies except such as are contested in good faith and
by appropriate proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders of the Notes. 

Section 4.07 Stay, Extension and Usury Laws. 
 The Company and each of the Guarantors covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or
advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Company and each of the Guarantors (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit
the execution of every such power as though no such law has been enacted. 
 Section 4.08 Restricted Payments. 

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

(1) declare or pay any dividend or make any other payment or distribution on account of Holdings’ or any of its
Restricted Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving Holdings or any of its Restricted Subsidiaries) or to the direct or indirect holders of
Holdings’ or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other than dividends or distributions (x) payable in Equity Interests (other than Disqualified Stock) of Holdings or (y) payable to
Holdings or a Restricted Subsidiary of Holdings); 
 (2) purchase, redeem or otherwise acquire or retire for
value (including without limitation, in connection with any merger or consolidation involving Holdings) any Equity Interests of Holdings held by any Person other than Holdings or a Restricted Subsidiary of Holdings; 

(3) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any
Indebtedness of Holdings, the Company or any Guarantor that is contractually subordinated to the Notes or to any Note Guarantee (excluding any intercompany Indebtedness between or among Holdings and any of its Restricted Subsidiaries), except
(a) a payment of interest or principal at the Stated Maturity thereof or (b) the purchase, repurchase or other acquisition of any such Indebtedness in anticipation of satisfying a sinking fund obligation, principal installment or final
maturity, in each case due within one year of the date of such purchase, repurchase or other acquisition; or 

(4) make any Restricted Investment 

  
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 (all such payments and other actions set forth in clauses (1) through (4) above
being collectively referred to as “Restricted Payments”), unless, at the time of and after giving effect to such Restricted Payment: 
 (a) no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment; 

(b) Holdings would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted
Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.10(a) hereof; and

 (c) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by
Holdings and its Restricted Subsidiaries since the date of this Indenture (excluding Restricted Payments permitted by clauses (2), (3), (4), (6), (7), (8), (9) and (10) of paragraph (b) of this Section 4.08), is less than the
sum, without duplication of: 
 (A) 50% of the Consolidated Net Income of Holdings for the period (taken as one
accounting period) from the beginning of the first fiscal quarter commencing after the date of this Indenture to the end of Holdings’ most recently ended fiscal quarter for which internal financial statements are available at the time of such
Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit); plus  
 (B) 100% of the aggregate net cash proceeds and the Fair Market Value of assets other than cash received by Holdings since the date of this Indenture as a contribution to its common equity capital or from
the issue or sale of Equity Interests (other than Disqualified Stock) of Holdings or from the issue or sale of Disqualified Stock or the incurrence of Indebtedness that has been converted into or exchanged for such Equity Interests (other than
Equity Interests (or Disqualified Stock) sold to, or Indebtedness held by, a Subsidiary of Holdings), plus the amount of any cash received by Holdings upon such conversion or exchange; plus 

(C) with respect to Restricted Investments made by Holdings and its Restricted Subsidiaries after the date of this
Indenture, an amount equal to 100% of the net reduction in such Restricted Investments in any Person resulting from repayments of loans or advances, or other transfers of assets, in each case to Holdings or any Restricted Subsidiary of Holdings or
from the net cash proceeds from the sale of any such Restricted Investment, from the release of any Guarantee (except to the extent any amounts are paid under such Guarantee) or from any redesignation of an Unrestricted Subsidiary as a Restricted
Subsidiary, not to exceed, in each case, the amount of Restricted Investments previously made by Holdings or any Restricted Subsidiary in such Person or Unrestricted Subsidiary after the date of this Indenture; plus 

(D) 50% of any dividends received by Holdings or any Restricted Subsidiary of Holdings after the date of this Indenture
from an Unrestricted Subsidiary of Holdings, to the extent that such dividends were not otherwise included in the Consolidated Net Income of Holdings for such period. 

  
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 (b) The provisions of Section 4.08(a) hereof will not prohibit the
following, provided that in the case of clauses (5), (7), (9) and (10) below, no Default has occurred and is continuing or would be caused thereby: 

(1) the payment of any dividend or the consummation of any irrevocable redemption within 60 days after the date of
declaration of the dividend or giving of the redemption notice, as the case may be, if at the date of declaration or notice, the dividend or redemption payment would have complied with the provisions of this Indenture; 

(2) the making of any Restricted Payment in exchange for, or out of the net cash proceeds of, a substantially concurrent
sale (other than to a Restricted Subsidiary of Holdings) of, Equity Interests (other than Disqualified Stock) of Holdings or from a substantially concurrent contribution of common equity capital to Holdings; provided that the amount of any
such net cash proceeds that are utilized for any such Restricted Payment will be excluded from clause (3)(B) of Section 4.08(a) hereof; 
 (3) the repurchase, redemption, defeasance or other acquisition or retirement for value of Indebtedness of Holdings, the Company or any Guarantor that is contractually subordinated to the Notes or to any
Note Guarantee with the net cash proceeds from a substantially concurrent incurrence of Permitted Refinancing Indebtedness; 
 (4) the payment of any dividend (or, in the case of any partnership or limited liability company, any similar distribution) by a Restricted Subsidiary of Holdings to the holders of its Equity Interests on
a pro rata basis; 
 (5) the repurchase, redemption or other acquisition or retirement for value of any
Equity Interests of Holdings or any Restricted Subsidiary of Holdings held by any current or former officer, director or employee of Holdings or any of its Subsidiaries pursuant to any equity subscription agreement, stock option agreement,
shareholders’ agreement or similar agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not exceed $7.5 million in any calendar year (with unused amounts in any
calendar year being carried over to succeeding years, subject to a maximum payment of $15.0 million in any calendar year); provided further that such amount in any calendar year may be increased by an amount not to exceed (A) the net
cash proceeds received by Holdings from the sale of Equity Interests (other than Disqualified Stock) of Holdings to members of management or directors of Holdings and its Restricted Subsidiaries that occurs after the date of this Indenture (to the
extent such cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments), plus (B) the net cash proceeds of key man life insurance policies received by Holdings and its
Restricted Subsidiaries after the date of this Indenture, less (C) the amount of any Restricted Payments made pursuant to subclauses (A) and (B) of this clause (5); 

(6) the repurchase of Equity Interests deemed to occur (a) upon the exercise of stock options, warrants or other
convertible securities to the extent such Equity Interests represent a portion of the exercise price thereof or applicable withholding taxes, if any, or (b) upon the transfer of shares of restricted stock to Holdings in connection with the
payment of withholding tax by Holdings following a sale of shares of restricted stock by the holder thereof; 

(7) the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of
Disqualified Stock of Holdings or Disqualified Stock or Preferred Stock of any Restricted Subsidiary of Holdings issued on or after the date of this Indenture in accordance with the Fixed Charge Coverage Ratio test described in Section 4.10(a)
hereof; 

  
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 (8) cash payments in lieu of the issuance of fractional shares in connection
with the exercise of warrants, options of other securities convertible into or exchangeable for Capital Stock of Holdings or to dissenting shareholders if required by law; 

(9) Permitted Equity Purchases; and 

(10) other Restricted Payments in an aggregate amount outstanding not to exceed $60.0 million since the date of this
Indenture. 
 The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the
Restricted Payment of the asset(s) or securities proposed to be transferred or issued by Holdings or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. 
 Section 4.09 Dividend and Other Payment Restrictions Affecting Subsidiaries. 
 (a) Holdings will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the
ability of any Restricted Subsidiary to: 
 (1) pay dividends or make any other distributions on its Capital
Stock to Holdings or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to Holdings or any of its Restricted Subsidiaries (it being understood that
the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Common Stock shall not be deemed a restriction on the ability to make distributions on Capital
Stock); 
 (2) make loans or advances to Holdings or any of its Restricted Subsidiaries (it being understood that
the subordination of loans or advances made to Holdings or any Restricted Subsidiary to other Indebtedness incurred by Holdings or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances or to pay any
indebtedness owed to Holdings or any of its Restricted Subsidiaries); or 
 (3) sell, lease or transfer any of
its properties or assets to Holdings or any of its Restricted Subsidiaries. 
 (b) The restrictions in
Section 4.09(a) hereof will not apply to encumbrances or restrictions existing under or by reason of: 
 (1)
agreements governing Existing Indebtedness, Credit Facilities (including the Credit Agreement) or any other agreements as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, supplements, refundings,
replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacement or refinancings are not materially more restrictive, taken as a whole, with respect to
such dividend and other payment restrictions than those contained in those agreements on the date of this Indenture; 
 (2) this Indenture, the Notes and the Note Guarantees; 

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

(4) any instrument governing Indebtedness or Capital Stock, or any other agreement, of a Person acquired by Holdings or
any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred, or such other agreement if entered into, in connection with or in contemplation of such
acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of
Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; 
 (5) customary
non-assignment provisions in contracts, leases, conveyances and licenses entered into in the ordinary course of business; 
 (6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described
in clause (3) of Section 4.09(a) hereof; 
 (7) any agreement for the sale or other disposition of a
Restricted Subsidiary or assets of a Restricted Subsidiary that restricts transfers or other distributions by that Restricted Subsidiary pending the sale or other disposition; 

(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such
Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; 

(9) Liens permitted to be incurred under the provisions of Section 4.13 hereof that limit the right of the debtor to
dispose of the assets subject to such Liens; 
 (10) in the case of non-Domestic Restricted Subsidiaries,
restrictions under instruments governing Indebtedness incurred pursuant to the Section 4.10 hereof; 
 (11)
Indebtedness of any Person existing at the time such Person is merged with or into or became a Restricted Subsidiary of Holdings or any of its Restricted Subsidiaries, provided that, (x) such restrictions were not incurred in
contemplation of such acquisition and (y) such Indebtedness was permitted to be incurred by the terms hereof; 
 (12) any encumbrances or restrictions imposed by any amendments or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (11) above; provided that
such amendments or refinancings are, in the good faith judgment of Holdings’s Board of Directors, not more materially restrictive, taken as a whole, with respect to such encumbrances and restrictions than those prior to such amendment or
refinancing; 
 (13) provisions that restrict in a customary manner the subletting, assignment or transfer of any
property or asset that is a lease, license, conveyance or contract or similar property or asset; 
 (14)
provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with the approval of
Holdings’ Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; 

  
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 (15) restrictions on cash or other deposits or net worth imposed by
customers or suppliers or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business; and 
 (16) Indebtedness or other contractual requirements of a Receivables Subsidiary in connection with a Qualified Receivables Transaction, provided that such restrictions apply only to such
Receivables Subsidiary; 
 (17) restrictions that are not materially more restrictive, taken as a whole, than
customary provisions in comparable financings (as determined in good faith by Holding’s Board of Directors), and that Holdings determines in good faith will not materially impair the Company’s ability to make scheduled payments as required
under the notes; and 
 (18) restrictions arising or agreed to in the ordinary course of business, not relating
to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of Holdings or any Restricted Subsidiary in any manner material to Holdings or any Restricted Subsidiary. 

Section 4.10 Incurrence of Indebtedness and Issuance of Preferred Stock. 

(a) Holdings will not, and will 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, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt), and Holdings will not issue any shares of
Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any shares of Preferred Stock; provided, however, that Holdings, the Company or any Restricted Subsidiary of Holdings may incur Indebtedness (including
Acquired Debt) or issue shares of Disqualified Stock, and any Restricted Subsidiary of Holdings may issue shares of Preferred Stock, if the Fixed Charge Coverage Ratio for Holdings’ most recently ended four full fiscal quarters for which
internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued, as the case may be, would have been at least 2.0 to 1.0, 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 the
proceeds therefrom had occurred, at the beginning of such four-quarter period. 
 (b) The provisions of
Section 4.10(a) hereof will not prohibit the incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”): 
 (1) the incurrence by Holdings or any of its Restricted Subsidiaries of Indebtedness under Credit Facilities in an aggregate principal amount at any one time outstanding under this clause (1) (with
letters of credit being deemed to have a principal amount equal to the face amount of such letter of credit) not to exceed $300.0 million; provided that such amount will be reduced to the extent of any reduction or elimination by the lenders
of any commitment under any Credit Facility relating to the consummation of any Qualified Receivables Transaction for so long as such reduction or elimination of such commitment remains in effect but only to the extent Indebtedness under such
Qualified Receivables Transaction is outstanding; 

  
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 (2) the incurrence by Holdings and its Restricted Subsidiaries of the
Existing Indebtedness; 
 (3) the incurrence by the Company and the Guarantors of Indebtedness represented by the
Notes and the related Note Guarantees to be issued on the date of this Indenture and the exchange Notes and the related Note Guarantees to be issued pursuant to this Indenture and the Registration Rights Agreement; 

(4) the incurrence by Holdings or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease
Obligations, mortgage financings or purchase money obligations, Disqualified Stock or Preferred Stock, in each case, incurred by Holdings or any of its Restricted Subsidiaries for the purpose of financing all or any part of the purchase price or
cost of design, construction, installation or improvement of property (real or personal), plant or equipment used or useful in a Permitted Business, in an aggregate principal amount at any time outstanding, including all Permitted Refinancing
Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (4), not to exceed the greater of (a) $30.0 million or (b) 5.0% of Holdings’ Consolidated Net Assets;

 (5) the incurrence by Holdings or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in
exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge any Indebtedness that was permitted by this Indenture to be incurred under Section 4.10(a) hereof or clauses (2), (3), (4), (5),
(16) or (18) of this Section 4.10(b); 
 (6) the incurrence by Holdings or any of its Restricted
Subsidiaries of intercompany Indebtedness between or among Holdings and/or any of its Restricted Subsidiaries; provided, however, that: 
 (A) if the Company or any Guarantor is the obligor on such Indebtedness and the payee is not the Company or a Guarantor, such Indebtedness must be expressly subordinated to the prior payment in full in
cash of all Obligations then due with respect to the Notes, in the case of the Company, or the Note Guarantee, in the case of a Guarantor; and 
 (B) (1) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than Holdings or a Restricted Subsidiary of Holdings and
(2) any sale or other transfer of any such Indebtedness to a Person that is not either Holdings or a Restricted Subsidiary of the Company, 
 will be deemed, in each case, to constitute an incurrence of such Indebtedness by Holdings or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6); 

(7) the issuance by any of Holdings’ Restricted Subsidiaries to Holdings or to any of its other Restricted
Subsidiaries of shares of Disqualified Stock or Preferred Stock; provided, however, that: 
 (A) any
subsequent issuance or transfer of Equity Interests that results in any such Disqualified Stock or Preferred Stock being held by a Person other than Holdings or a Restricted Subsidiary of Holdings; and 

  
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 (B) any sale or other transfer of any such Disqualified Stock or Preferred
Stock to a Person that is not either Holdings or a Restricted Subsidiary of Holdings; 
 will be deemed, in each case, to
constitute an issuance of such Preferred Stock by such Restricted Subsidiary that was not permitted by this clause (7); 
 (8) the incurrence by Holdings or any of its Restricted Subsidiaries of Hedging Obligations in the ordinary course of business; 

(9) the Guarantee by the Company or any of the Guarantors of Indebtedness of Holdings or a Restricted Subsidiary of
Holdings that was permitted to be incurred by another provision of this Section 4.10; provided that if the Indebtedness being guaranteed is subordinated to or pari passu with the Notes, then the Guarantee shall be subordinated or
pari passu, as applicable, to the same extent as the Indebtedness guaranteed; 
 (10) the incurrence by
Holdings or any of its Restricted Subsidiaries of Indebtedness in respect of workers’ compensation claims, self-retention or self-insurance obligations, bankers’ acceptances, unemployment insurance, performance release, appeal and surety
and similar bonds and related obligations and completion guarantees or similar instruments provided or incurred in the ordinary course of business; 
 (11) the incurrence by Holdings or any of its Restricted Subsidiaries of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument
inadvertently drawn against insufficient funds, so long as such Indebtedness is covered within five Business Days; 
 (12) the incurrence by Holdings or any of its Restricted Subsidiaries of Indebtedness constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business;
provided that, upon the drawing of such letters of credit or in the incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence; 

(13) the incurrence by Holdings or any of its Restricted Subsidiaries of Indebtedness to the extent that the net proceeds
thereof are promptly deposited to defease or to satisfy and discharge the Notes; 
 (14) any Indebtedness which
has been defeased; 
 (15) the incurrence by Holdings or any of its Restricted Subsidiaries of Indebtedness
arising from agreements providing for indemnification, earnouts, adjustment of purchase price or similar obligations, or Guarantees or letters of credit, surety bonds or performance bonds securing any obligations of Holdings or any of its Restricted
Subsidiaries pursuant to such agreements, in any case incurred in connection with the acquisition or disposition of any business, assets or Restricted Subsidiary of Holdings or any of its Restricted Subsidiaries (other than Guarantees of
Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary for the purpose of financing such acquisition), so long as, in the case of a disposition, the amount so indemnified or otherwise
incurred does not exceed the gross proceeds actually received by Holdings or any Restricted Subsidiary thereof in connection with such disposition; 

  
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 (16) the incurrence by a Restricted Subsidiary of Holdings that is not a
Domestic Subsidiary (or one or more non-Domestic Subsidiaries) of Indebtedness in an aggregate amount at any time outstanding including all Permitted Refinancing Indebtedness, Disqualified Stock and Preferred Stock incurred to renew, refund,
refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (16), (with letters of credit being deemed to have a principal amount equal to the face amount of such letter of credit) not to exceed the greater of
(a) $50.0 million or (b) 50.0% of the Consolidated Net Assets of any such Restricted Subsidiary (or group of non-Domestic Subsidiaries, as applicable); 

(17) the incurrence by a Receivables Subsidiary of Holdings of Indebtedness in a Qualified Receivables Transaction that is
without recourse to Holdings or to any other Subsidiary of Holdings or their assets (other than such Receivables Subsidiary and its assets and, as to Holdings or any Subsidiary of Holdings, other than pursuant to representations, warranties,
covenants and indemnities customary for such transactions) and is not Guaranteed by any such Person; and 
 (18)
the incurrence by Holdings or any of its Restricted Subsidiaries of additional Indebtedness, or the issuance of Disqualified Stock or Preferred Stock, in an aggregate principal amount or liquidation preference at any time outstanding, including all
Permitted Refinancing Indebtedness, Disqualified Stock and Preferred Stock incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (18), not to exceed $50.0 million. 

(c) For purposes of determining compliance with this Section 4.10, in the event that an item of proposed Indebtedness
meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (18) above, or is entitled to be incurred pursuant to Section 4.10(a), Holdings will be permitted to classify such item of
Indebtedness on the date of its incurrence, and later reclassify from time to time all or a portion of such item of Indebtedness, in any manner that complies with this Section 4.10. Indebtedness under Credit Facilities outstanding on the date
on which Notes are first issued and authenticated under this Indenture will initially be deemed to have been incurred on such date in reliance on the exception provided by clause (1) of the definition of Permitted Debt. The accrual of interest,
the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, the reclassification of preferred stock as Indebtedness due to a change in accounting
principles, and the payment of dividends on Disqualified Stock or Preferred Stock in the form of additional shares of the same class of Disqualified Stock or Preferred Stock will not be deemed to be an incurrence of Indebtedness or an issuance of
Disqualified Stock or Preferred Stock for purposes of this Section 4.10; provided, in each such case, that the amount of any such accrual, accretion or payment is included in Fixed Charges of Holdings as accrued. Notwithstanding any
other provision of this Section 4.10, the maximum amount of Indebtedness that Holdings or any Restricted Subsidiary may incur pursuant to this Section 4.10 shall not be deemed to be exceeded solely as a result of fluctuations in exchange
rates or currency values. 
 (d) The amount of any Indebtedness outstanding as of any date will be: 

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

(2) the principal amount of the Indebtedness, in the case of any other Indebtedness; and 

  
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 (3) in respect of Indebtedness of another Person secured by a Lien on the assets of the
specified Person, the lesser of: 
 (A) the Fair Market Value of such assets at the date of determination; and

 (B) the amount of the Indebtedness of the other Person. 

Section 4.11 Asset Sales. 
 (a) Holdings will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: 
 (1) Holdings (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value of the assets or Equity Interests issued or
sold or otherwise disposed of; and 
 (2) at least 75.0% of the consideration received in the Asset Sale by
Holdings or such Restricted Subsidiary is in the form of cash, Cash Equivalents or Replacement Assets. For purposes of this provision, each of the following shall be deemed to be cash: 

(A) any liabilities, as shown on Holdings’ most recent consolidated balance sheet, of Holdings or any Restricted
Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Note Guarantee) that are assumed by the transferee of any such assets or Equity Interests pursuant to a customary novation
agreement or transfer agreement that releases Holdings or such Restricted Subsidiary from such liabilities or by operation of law or against which the transferee has granted a full indemnity to Holdings or such Restricted Subsidiary; 

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

(C) any Designated Non-Cash Consideration received by Holdings or any of its Restricted Subsidiaries in such Asset Sale
having an aggregated Fair Market Value, taken together with all other Designated Non-Cash consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of (x) 5.0% of Holdings’
Consolidated Net Assets as of the date or receipt of such Designated Non-Cash Consideration and (y) $30.0 million (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). 
 (b) Within 365 days after the receipt of any Net Proceeds from
an Asset Sale, Holdings (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Proceeds at its option: 
 (1) to repay Senior Debt or Indebtedness of a Restricted Subsidiary of Holdings that is not a Guarantor; 

  
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 (2) to acquire all or substantially all of the assets of, or any Capital
Stock of, another Permitted Business, if, after giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary of Holdings (provided that (x) a binding agreement to acquire such
assets or Capital Stock entered into prior to the 365th day after such Asset Sale will satisfy the foregoing requirements so long as such acquisition is consummated no later than the later of (i) the 365th day after such Asset Sale and
(ii) 180 days after the date of such binding agreement and (y) if such acquisition is not consummated within the period set forth in the preceding subclause (x), the Net Proceeds will be deemed to be Excess Proceeds (as defined below));

 (3) to make capital expenditures; 

(4) to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a
Permitted Business provided that (x) a binding agreement to acquire such assets entered into prior to the 365th day after such Asset Sale will satisfy the foregoing requirements so long as such acquisition is consummated no later than the later
of (i) the 365th day after such Asset Sale and (ii) 180 days after the date of such binding agreement and (y) if such acquisition is not consummated within the period set forth in the preceding subclause (x), the Net Proceeds will be
deemed to be Excess Proceeds; or 
 (5) make an Asset Sale Offer as described below. 

Pending the final application of any Net Proceeds, Holdings may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in
any manner that is not prohibited by this Indenture. 
 (c) Any Net Proceeds from Asset Sales that are not
applied or invested as provided in paragraph (b) of this Section 4.11 will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $20.0 million, within thirty days thereof, the Company will make
an Asset Sale Offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes or any Note Guarantee (other than a Note Guarantee by Holdings) containing provisions similar to those set forth in this
Section 4.11 and Section 3.09 of this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be
purchased using the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100.0% of the principal amount of the Notes and such other pari passu Indebtedness plus accrued and unpaid interest and Additional Interest, if any,
to but not including the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, Holdings may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If
the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes and such other pari passu Indebtedness to be
purchased pursuant to Section 3.02. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. 
 (d) The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in
connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.09 hereof or this Section 4.11, the Company will
comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.09 hereof or this Section 4.11 by virtue of such compliance. 

  
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 Section 4.12 Transactions with Affiliates. 

(a) Holdings will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease,
transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of,
any Affiliate of Holdings (each an “Affiliate Transaction”), involving aggregate payments or consideration in excess of $5.0 million and in excess of $2.5 million in any 12-month period, unless: 

(1) the Affiliate Transaction is on terms that are no less favorable to Holdings or the relevant Restricted Subsidiary
than those that would have been obtained in a comparable transaction by Holdings or such Restricted Subsidiary with an unrelated Person; and 
 (2) Holdings delivers to the Trustee: 
 (A) with respect to any
Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, a resolution of the Board of Directors of Holdings set forth in an Officers’ Certificate certifying that such
Affiliate Transaction complies with clause (1) of this Section 4.12(a) and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors of Holdings; and 

(B) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate
consideration in excess of $25.0 million, an opinion as to the fairness to Holdings or such Subsidiary of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing.

 (b) The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to
the provisions of Section 4.12(a) hereof: 
 (1) any employment agreement, employee benefit plan, officer or
director indemnification agreement, consulting, service or termination agreement, or any similar arrangement entered into by Holdings or any of its Restricted Subsidiaries and payments pursuant thereto, so long as such agreement or payment has been
approved by the Board of Directors of Holdings; 
 (2) transactions between or among Holdings and/or its
Restricted Subsidiaries; 
 (3) transactions with a Person (other than an Unrestricted Subsidiary of Holdings)
that is an Affiliate of Holdings solely because Holdings owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person; 
 (4) payment of reasonable directors’ fees and reasonable and customary indemnification and similar payments to, or on behalf of, directors of Holdings or any Subsidiary thereof; 

(5) any issuance of Equity Interests (other than Disqualified Stock) of Holdings; 

(6) any transactions with any Person (including an Unrestricted Subsidiary of Holdings) in the ordinary course of business
that are fair to Holdings or its Restricted Subsidiaries or are on terms at least as favorable to Holdings and its Restricted Subsidiaries as those that would have been obtained in a comparable transaction with an unrelated Person; 

  
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 (7) Restricted Payments that do not violate Sections 4.08 and the definition
of “Permitted Investments”; 
 (8) the receipt by Holdings of any capital contribution from its
shareholders; and 
 (9) transactions between or among Holdings and its Subsidiaries or transactions between a
Receivables Subsidiary and any Person in which the Receivables Subsidiary has an Investment. 
 Section 4.13 Liens. 

Holdings will not, and will not permit the Company or any Guarantor to, directly or indirectly, incur or suffer to exist any Lien of any
kind securing Indebtedness on any asset now owned or hereafter acquired, except Permitted Liens, unless all payments due under this Indenture and the Notes or a Note Guarantee are secured on a pari passu basis by a Lien on such asset with the
obligations so secured (or, in the case of Indebtedness subordinated to the Notes or the Note Guarantees, prior or senior to such Indebtedness, with the same relative priority as the Notes or Note Guarantee will have with respect to such
subordinated Indebtedness) until such time as such obligations are no longer secured by a Lien. 
 Section 4.14 Business Activities.

 Holdings will not, and will not permit any of its Restricted Subsidiaries to, engage in any business other than Permitted
Businesses, except to such extent as would not be material to Holdings and its Restricted Subsidiaries taken as a whole. 
 Section 4.15
Corporate Existence. 
 Subject to Article 5 hereof, each of the Company and Holdings shall do or cause to be done all
things necessary to preserve and keep in full force and effect: 
 (1) 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 Company or any such Subsidiary; and 

(2) the rights (charter and statutory), licenses and franchises of the Company and its Restricted Subsidiaries;

 provided, however, that the Company 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 either (a) with respect to any Restricted Subsidiary, the Consolidated Net Assets of which is less than 10% of the Consolidated Net Assets of Holdings, the
Company delivers an Officers’ Certificate to the Trustee to the effect that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Restricted Subsidiaries, taken as a whole, and that the loss
thereof is not adverse in any material respect to the Holders of the Notes or (b) with respect to the Company, Holdings or any other Restricted Subsidiary, the Board of Directors shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company and its Restricted Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material respect to the Holders of the Notes. 

  
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 Section 4.16 Offer to Repurchase Upon Change of Control. 

(a) Upon the occurrence of a Change of Control, the Company will make an offer (a “Change of Control
Offer”) to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to 101.0% of the aggregate principal amount of Notes
repurchased plus accrued and unpaid interest and Additional Interest, if any, on the Notes repurchased to the date of purchase, subject to the rights of Holders on the relevant record date to receive accrued and unpaid interest due on the relevant
interest payment date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control
and stating: 
 (1) that the Change of Control Offer is being made pursuant to this Section 4.16 and that
all Notes tendered will be accepted for payment; 
 (2) the purchase price and the purchase date, which shall be
no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”); 
 (3) that any Note not tendered will continue to accrue interest; 

(4) that Holders electing to have a Note purchased pursuant to a Change of Control Offer may elect to have Notes purchased
in integral multiples of $1,000 only; 
 (5) that, unless the Company defaults in the payment of the Change of
Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on and after the Change of Control Payment Date; 

(6) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender
the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent 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; 
 (7) that Holders will be entitled to withdraw
their election if the Paying Agent receives, not later than the close of business on the Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the
principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and 
 (8) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry
transfer), which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess of $2,000. 
 (b) The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in
connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 4.16 hereof, the Company will comply with the
applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.16 by virtue of such compliance. 

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

(d) The Paying Agent will promptly mail (but in any case not later than five days after the Change of Control Payment
Date) to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any
unpurchased portion of the Notes surrendered, if any; provided that each such new Note will have a minimum amount of $2,000 and integral multiples of $1,000 in excess thereof. The Company will publicly announce the results of the Change of
Control Offer on or as soon as practicable after the Change of Control Payment Date. 
 (e) Prior to complying
with any of the provisions of paragraphs (a), (b), (c), (d) or (f) of this Section 4.16, but in any event within 90 days following a Change of Control, the Company and the Guarantors will either repay all outstanding Senior Debt or
obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.16. 

(f) Notwithstanding anything to the contrary in this Section 4.16, the Company will not be required to make a Change
of Control Offer upon a Change of Control if (1) 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 4.16 and purchases all Notes properly
tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price. 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. 

Section 4.17 No Layering of Debt. 
 The Company will not incur any Indebtedness that is contractually subordinate or junior in right of payment to any Senior Debt of the Company and senior in right of payment to the Notes. No Guarantor will
incur any Indebtedness that is contractually subordinate or junior in right of payment to the Senior Debt of such Guarantor and senior in right of payment to such Guarantor’s Note Guarantee. No such Indebtedness will be considered to be
subordinate or junior or right of payment to any other Indebtedness by reason of any Liens or Guarantees arising or created in respect of such other Indebtedness or by virtue of the fact that holders of any secured Indebtedness have entered into
intercreditor agreements giving one or more holders priority over other holders in the collateral held by them. 

  
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 Section 4.18 [RESERVED]. 
 Section 4.19 Payments for Consent. 
 Holdings will not, and will not
permit any of its Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder of Notes for, or as an inducement to, any consent, waiver or amendment of any of the terms or
provisions of this Indenture or the Notes unless such consideration is offered to be paid and is paid to all Holders of the Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such
consent, waiver or agreement. 
 Notwithstanding the foregoing, in any offer or payment of consideration for, or as an
inducement to, any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes in connection with an exchange offer, Holdings and any of its Restricted Subsidiaries may exclude (i) holders or beneficial owners
of the Notes that are not institutional “accredited investors” as defined in subparagraphs (a)(1), (2), (3) or (7) of Rule 501 under the Securities Act, and (ii) holders or beneficial owners of the Notes in any jurisdiction
where the inclusion of such holders or beneficial owners would require Holdings or any such Restricted Subsidiaries to comply with the registration requirements or other similar requirements under any securities laws of such jurisdiction, or the
solicitation of such consent, waiver or amendment from, or the granting of such consent or waiver, or the approval of such amendment by, holders or beneficial owners in such jurisdiction would be unlawful, in each case as determined by Holdings in
its sole discretion. 
 Section 4.20 Additional Note Guarantees. 

If any non-guarantor Domestic Subsidiary of Holdings, other than the Company, guarantees any Credit Facility, or if Holdings or any of its
Restricted Subsidiaries acquires or creates another Domestic Subsidiary after the date of this Indenture that guarantees any Credit Facility, in each case other than a Receivables Subsidiary, then such Domestic Subsidiary will become a Guarantor and
execute a supplemental indenture within 10 business days of the date on which it guaranteed such Credit Facility and deliver an opinion of counsel to the Trustee, which opinion shall be reasonably satisfactory to the Trustee. The Note Guarantee of
any Guarantor will be subordinated to all Indebtedness under the Credit Agreement and all other Senior Debt of such Guarantor to the same extent as the Notes are subordinated to the Senior Debt of the Company. The form of such Note Guarantee is
attached as Exhibit E hereto. 
 Section 4.21 Designation of Restricted and Unrestricted Subsidiaries. 

The Board of Directors of Holdings may designate any Restricted Subsidiary of Holdings to be an Unrestricted Subsidiary if that
designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by Holdings and its Restricted Subsidiaries in the Subsidiary
designated as Unrestricted will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 4.08 hereof or under one or more clauses of the definition of
Permitted Investments, as determined by Holdings. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. 

Any designation of a Subsidiary of Holdings as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a
certified copy of a resolution of the Board of Directors of Holdings giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.08
hereof. The Board of Directors of Holdings may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of
Holdings of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.10 hereof, and (2) no Default or Event of Default would be in
existence following such designation. 

  
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 ARTICLE 5  
 SUCCESSORS 
 Section 5.01 Merger, Consolidation, or Sale of Assets. 

(a) Holdings shall not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not
Holdings is the surviving corporation); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of Holdings and its Restricted Subsidiaries taken as a whole, in one or more related
transactions, to another Person, unless: 
 (1) either: 

(A) Holdings is the surviving corporation; or 

(B) the Person formed by or surviving any such consolidation or merger (if other than Holdings) or to which such sale,
assignment, transfer, conveyance or other disposition has been made is organized or existing under the laws of the United States, any state of the United States or the District of Columbia; 

(2) the Person formed by or surviving any such consolidation or merger (if other than Holdings) or the Person to which
such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of Holdings under the Notes, this Indenture and, to the extent applicable, the Registration Rights Agreement pursuant to agreements reasonably
satisfactory to the Trustee; 
 (3) immediately after such transaction, no Default or Event of Default exists;
and 
 (4) after giving pro forma effect to such transaction and any related financing transactions as if the
same had occurred at the beginning of the applicable four-quarter period, Holdings or the Person formed by or surviving any such consolidation or merger (if other than Holdings), or to which such sale, assignment, transfer, conveyance or other
disposition has been made, would, on the date of such transaction, (a) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.10(a) or (b) have a Fixed
Charge Coverage Ratio of the surviving entity and its Restricted Subsidiaries that is not less than the Fixed Charge Coverage Ratio of Holdings and its Restricted Subsidiaries, in each case, calculated pursuant to Section 4.10(a) hereof
immediately prior to such transaction or series of related transactions. 
 In addition, Holdings will not, directly or
indirectly, lease all or substantially all of the properties and assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. 

  
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 (b) The Company will not, directly or indirectly: (1) consolidate or
merge with or into another Person (whether or not the Company is the surviving corporation); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and Holdings’
Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: 
 (1)
either: (a) the Company is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has
been made is organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided that in the case when such Person is not a corporation, a co-obligor of the Notes is a corporation organized
or existing under the laws of the United States, any state of the United States or the District of Columbia; 

(2) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which
such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes, this Indenture and, to the extent applicable, the Registration Rights Agreement pursuant to agreements
reasonably satisfactory to the Trustee; 
 (3) immediately after such transaction, no Default or Event of Default
exists; and 
 (4) after giving pro forma effect to such transaction and any related financing transactions as if
the same had occurred at the beginning of the applicable four-quarter period, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance or
other disposition has been made, would, on the date of such transaction, (a) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.10(a) or (b) have a
Fixed Charge Coverage Ratio of the surviving entity and its Restricted Subsidiaries that is not less than the Fixed Charge Coverage Ratio of Holdings and its Restricted Subsidiaries, in each case, calculated pursuant to Section 4.10(a) hereof
immediately prior to such transaction or series of related transactions. 
 In addition, the Company will not, directly or
indirectly, lease all or substantially all of the properties and assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. 

(c) This Section 5.01 will not apply to: 

(1) a merger of Holdings or the Company with an Affiliate solely for the purpose of reincorporating Holdings or the
Company in another jurisdiction; or 
 (2) any consolidation or merger or any sale, assignment, transfer,
conveyance, lease or other disposition of assets between or among Holdings or the Company and Holdings’s Restricted Subsidiaries. 

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 properties or assets of the Company in a transaction that is
subject to, and that complies with the provisions of, Section 5.01 hereof, the successor Person formed by such consolidation or into or with which the Company 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, assignment, transfer, lease, conveyance or other disposition, the provisions of this Indenture referring to the
“Company” shall refer instead to the successor Person and not to the Company), and may exercise every right and power of the Company under this Indenture with the same effect as if such successor Person had been named as the Company
herein; provided, however, that the predecessor Company shall not be relieved from the obligation to pay the principal of and interest on the Notes except in the case of a sale, assignment, transfer, conveyance or other disposition of all of
the Company’s assets in a transaction that is subject to, and that complies with the provisions of, Section 5.01 hereof. 

  
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 ARTICLE 6  
 DEFAULTS AND REMEDIES 
 Section 6.01 Events of Default. 

Each of the following is an “Event of Default”: 

(1) default for 30 days in the payment when due of interest on, or Additional Interest, if any, with respect to, the
Notes, whether or not prohibited by the subordination provisions of this Indenture; 
 (2) default in the payment
when due (whether at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on, the Notes, whether or not prohibited by the subordination provisions of this Indenture; 

(3) failure by Holdings or any of its Restricted Subsidiaries to consummate a purchase of the Notes in accordance with the
provisions of Sections 4.11, 4.16 or 5.01 hereof; 
 (4) failure by Holdings or any of its Restricted
Subsidiaries for 60 days after notice to Holdings by the Trustee or the Holders of at least 25.0% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the other agreements in this Indenture;

 (5) default under any mortgage, indenture or instrument under which there may be issued or by which there may
be secured or evidenced any Indebtedness for money borrowed by Holdings or any of its Restricted Subsidiaries (or the payment of which is guaranteed by Holdings or any of its Restricted Subsidiaries), whether such Indebtedness or Guarantee now
exists, or is created after the date of this Indenture, if that default: 
 (A) is caused by a failure to make
any payment on such Indebtedness when due at final maturity of such Indebtedness (a “Payment Default”); or 
 (B) results in the acceleration of such Indebtedness prior to its express maturity, 

and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under
which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $25.0 million or more; 
 (6) failure by Holdings or any of its Restricted Subsidiaries to pay final judgments entered by a court or courts of competent jurisdiction (to the extent any such judgments are not paid or covered by
insurance provided by a reputable carrier) aggregating in excess of $25.0 million, which judgments are not paid, discharged or stayed for a period of 60 days; 

  
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 (7) Holdings or any of its Restricted Subsidiaries that is a Significant
Subsidiary or any group of Restricted Subsidiaries of Holdings that, taken together, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law: 

(A) commences a voluntary case, 
 (B) consents to the entry of an order for relief against it in an involuntary case, 
 (C) consents to the appointment of a custodian of it or for all or substantially all of its property, 
 (D) makes a general assignment for the benefit of its creditors, or 

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

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

(A) is for relief against Holdings or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of
Restricted Subsidiaries of Holdings that, taken together, would constitute a Significant Subsidiary in an involuntary case; 
 (B) appoints a custodian of Holdings or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Holdings that, taken together, would constitute a
Significant Subsidiary or for all or substantially all of the property of Holdings or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Holdings that, taken together, would constitute a
Significant Subsidiary; or 
 (C) orders the liquidation of Holdings or any of its Restricted Subsidiaries that
is a Significant Subsidiary or any group of Restricted Subsidiaries of Holdings that, taken together, would constitute a Significant Subsidiary; 
 and the order or decree remains unstayed and in effect for 60 consecutive days; or 
 (9) except as permitted by this Indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect or any Guarantor
that is a Significant Subsidiary (or any group of Guarantors that, taken together, would constitute a Significant Subsidiary), or any Person acting on behalf of any such Guarantor, denies or disaffirm its obligations under its Note Guarantee.

 Section 6.02 Acceleration. 
 In the case of an Event of Default specified in clause (7) or (8) of Section 6.01 hereof, with respect to Holdings, the Company, any Restricted Subsidiary of Holdings that is a Significant
Subsidiary or any group of Restricted Subsidiaries of Holdings that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of
Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately by notice in writing to the Company specifying the
Event of Default; provided, however, that so long as any Indebtedness permitted to be incurred pursuant to the Credit Agreement will be outstanding, such acceleration will not be effective until the earlier of (1) the acceleration of
such Indebtedness under the Credit Agreement or (2) five Business Days after receipt by Holdings and the Agent under the Credit Agreement of written notice of such acceleration. 

  
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 Upon any such declaration, the Notes shall become due and payable immediately. The Holders
of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, rescind an acceleration and its consequences, if the rescission would not conflict with any judgment or
decree and if all existing Events of Default (except nonpayment of principal, interest or premium or Additional Interest, if any, that has become due solely because of the acceleration) have been cured or waived. 

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 and Additional Interest, if any, and interest on the Notes or to
enforce the performance of any provision of the Notes or this Indenture. 
 The Trustee may maintain a proceeding even if it
does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy
or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law. 

Section 6.04 Waiver of Past Defaults. 
 Holders of not less than a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the Notes waive an existing Default or Event
of Default and its consequences hereunder, except a continuing Default or Event of Default in the payment of the principal of, premium and Additional Interest, if any, or interest on, the Notes (including in connection with an offer to purchase);
provided, however, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration. Upon
any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any
right consequent thereon. 
 Section 6.05 Control by Majority. 

Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any
proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture that the Trustee determines may be
unduly prejudicial to the rights of other Holders of Notes or that may involve the Trustee in personal liability. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of
Default relating to the payment of principal or interest, if any) if it determines that withholding notice is in their interest. 

Section 6.06 Limitation on Suits. 
 A Holder may pursue a remedy with respect to this Indenture or the Notes only if: 
 (1) such Holder gives to the Trustee written notice that an Event of Default is continuing; 

  
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 (2) Holders of at least 25.0% in aggregate principal amount of the then
outstanding Notes make a written request to the Trustee to pursue the remedy; 
 (3) such Holder or Holders offer
and, if requested, provide to the Trustee security or indemnity reasonably satisfactory to the Trustee against any loss, damage, liability, cost or expense, including reasonable attorneys’ fees; 

(4) the Trustee does not comply with the request within 60 days after receipt of the request and the offer of security or
indemnity; and 
 (5) during such 60-day period, Holders of a majority in aggregate principal amount of the then
outstanding Notes do not give the Trustee a direction inconsistent with such request. 
 A Holder of a Note may not use this
Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another Holder of a Note. 

Section 6.07 Rights of Holders of Notes to Receive Payment. 
 Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of principal, premium and Additional Interest, if any, and interest on the Note, on or after the
respective due dates expressed in the Note (including in connection with an offer to purchase), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such
Holder. 
 Section 6.08 Collection Suit by Trustee. 
 If an Event of Default specified in Section 6.01(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 Holdings for the whole amount of principal of, premium and Additional Interest, if any, and interest remaining unpaid on, the 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. 
 Section 6.09 Trustee May File Proofs of Claim. 
 The Trustee is
authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Company (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive
and distribute any money or other 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 liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf
of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding. 

  
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 Section 6.10 Priorities. 

If the Trustee collects any money pursuant to this Article 6, it shall pay out the money in the following order: 

First: to the Trustee, its agents and attorneys for amounts due under Section 7.07 hereof, including payment
of all reasonable compensation, expenses and liabilities incurred, and all advances made, by the Trustee and the reasonable costs and expenses of collection; 
 Second: to Holders of Notes for amounts due and unpaid on the Notes for principal, premium and Additional Interest, if any, and interest, ratably, without preference or priority of any kind,
according to the amounts due and payable on the Notes for principal, premium and Additional Interest, if any and interest, respectively; and 
 Third: to the Company or to such party as a court of competent jurisdiction shall direct. 
 The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.10. 
 Section 6.11 Undertaking for Costs. 
 In any suit for the enforcement
of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs
of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, 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 6.11 does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10.0% in aggregate principal amount of the then outstanding Notes.

 ARTICLE 7 
 TRUSTEE 
 Section 7.01 Duties of Trustee. 

Except to the extent, if any, provided otherwise in the TIA: 

(a) If an Event of Default has occurred and is continuing, the Trustee will 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 an ordinary, prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. 

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

(1) the duties of the Trustee will 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 

(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, the Trustee will 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: 
 (1)
this paragraph does not limit the effect of paragraph (b) of this Section 7.01; 
 (2) the Trustee will
not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and 

(3) the Trustee will not be liable with respect to any action it takes or omits to take in good faith in accordance with a
direction received by it pursuant to Section 6.05 hereof. 
 (d) Whether or not therein expressly so
provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), and (c) of this Section 7.01. 
 (e) No provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability. The Trustee will be under no obligation to exercise any of its rights and powers under
this Indenture at the request of any Holders, unless such Holder has offered to the Trustee security and indemnity satisfactory to it against any loss, damage, liability, cost and expense, including reasonable attorneys’ fees. 

(f) The Trustee will not be liable for interest on any money received by it except as the Trustee may agree in writing
with the Company. 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 and shall be fully protected in acting upon any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need
not investigate any fact or matter stated in the document. 
 (b) Before the Trustee acts or refrains from
acting, it may require an Officers’ Certificate or an Opinion of Counsel or both. The Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The
Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel will be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith
and in reliance thereon. 
 (c) The Trustee may act through its attorneys and agents and will not be responsible
for the misconduct or negligence of any agent appointed with due care. 

  
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 (d) The Trustee will not be liable for any action it takes or omits to take
in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture. 
 (e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer of the Company. 

(f) The Trustee will be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the
request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security against the losses, liabilities and expenses that might be incurred by it in compliance with such request or direction.

 Section 7.03 Individual Rights of Trustee. 
 The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may become a creditor of, or otherwise deal with the Company or any Affiliate of the Company 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 (if this Indenture has been
qualified under the TIA) 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 will not be
responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the
Company’s direction under any provision of this Indenture, it will not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it will not be responsible for any statement or recital
herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication. The permissive right of the Trustee to do things enumerated in this
Indenture shall not be construed as a duty. 
 Section 7.05 Notice of Defaults. 

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

Section 7.06 Reports by Trustee to Holders of the Notes. 
 (a) Within 60 days after each October 1 beginning with the October 1 following the date of this Indenture, and for so long as Notes remain outstanding, the Trustee will mail to the Holders of
the Notes a brief report dated as of such reporting date that complies with TIA § 313(a) (but if no event described in TIA § 313(a) has occurred within the twelve months preceding the reporting date, no report need be
transmitted). The Trustee also will comply with TIA § 313(b)(2). The Trustee will also transmit by mail all reports as required by TIA § 313(c). 
 (b) A copy of each report at the time of its mailing to the Holders of Notes will be mailed by the Trustee to the Company and filed by the Trustee with the SEC and each stock exchange on which the Notes
are listed in accordance with TIA § 313(d). The Company will promptly notify the Trustee when the Notes are listed on any stock exchange. 

  
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 Section 7.07 Compensation and Indemnity. 

(a) The Company will pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture and
services hereunder. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. The Company will 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 will include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. 

(b) The Company and the Guarantors will jointly and severally indemnify the Trustee, its officers, directors, agents and
employees against any and all losses, damages, liabilities and expenses, including reasonable attorneys’ fees, incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including
the costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, the Guarantors, any Holder or any other Person) or
liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence or bad faith. The Trustee will notify the Company
promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company will not relieve the Company or any of the Guarantors of their obligations hereunder. The Company or such Guarantor will defend the claim and the
Trustee will cooperate in the defense. The Trustee may have separate counsel and the Company will pay the reasonable fees and expenses of such counsel. Neither the Company nor any Guarantor need pay for any settlement made without its consent, which
consent will not be unreasonably withheld. 
 (c) The obligations of the Company and the Guarantors under this
Section 7.07 will survive the resignation and removal of the Trustee and the satisfaction and discharge of this Indenture. 
 (d) To secure the Company’s and the Guarantors’ payment obligations in this Section 7.07, the Trustee will have a Lien prior to the Notes on all money or property held or collected by the
Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien will survive the satisfaction and discharge of this Indenture. 
 (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(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. 
 (f) The Trustee will comply with the provisions of TIA § 313(b)(2) to the extent applicable. 
 Section 7.08 Replacement of Trustee. 
 (a) A
resignation or removal of the Trustee and appointment of a successor Trustee will become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. 

  
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 (b) The Trustee may resign in writing at any time and be discharged from the
trust hereby created by so notifying the Company. The Holders of a majority in aggregate principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Company in writing. The Company may remove the Trustee
if: 
 (1) the Trustee fails to comply with Section 7.10 hereof; 

(2) 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; 
 (3) a custodian or public officer takes charge of the Trustee or its property; or

 (4) the Trustee becomes incapable of acting. 

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

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

(f) A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company.
Thereupon, the resignation or removal of the retiring Trustee will become effective, and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will mail a notice of its
succession to Holders. The retiring Trustee will 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 Company’s obligations under Section 7.07 hereof will 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 will
be the successor Trustee. 
 Section 7.10 Eligibility; Disqualification. 

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

  
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 This Indenture will always have a Trustee who satisfies the requirements of TIA
§ 310(a)(1), (2) and (5). The Trustee is subject to TIA § 310(b). 
 Section 7.11 Preferential Collection of
Claims Against Company. 
 The Trustee is subject to TIA § 311(a), excluding any creditor relationship listed in
TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated therein. The Trustee hereby waives any right to set-off any claim that it may have against the Company in any
capacity (other than as Trustee and Paying Agent) against any of the assets of the Company held by the Trustee; provided, however, that if the Trustee is or becomes a lender of any other Indebtedness permitted hereunder to be pari
passu with the Notes, then such waiver shall not apply to the extent of such Indebtedness. 
 ARTICLE 8 

LEGAL DEFEASANCE AND COVENANT DEFEASANCE 
 Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance. 

The Company may at any time, at the option of its Board of Directors evidenced by a resolution set forth in an Officers’ Certificate,
elect to have either Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon compliance with the conditions set forth below in this Article 8. 
 Section 8.02 Legal Defeasance and Discharge. 
 Upon the Company’s
exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been
discharged from their obligations with respect to all outstanding Notes (including the Note Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance
means that the Company and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees), which will 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 clauses (1) and (2) below, and to have satisfied all their other obligations under such Notes, the Note Guarantees and this Indenture (and the
Trustee, on written demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder: 

(1) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium
and Additional Interest, if any, on, such Notes when such payments are due from the trust referred to in Section 8.04 hereof; 
 (2) the Company’s obligations with respect to such Notes under Article 2 and Section 4.03 hereof; 
 (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s and the Guarantors’ obligations in connection therewith; and 

(4) this Article 8. 
 Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof. 

  
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 Section 8.03 Covenant Defeasance. 

Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Company and each
of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under the covenants contained in Sections 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16, 4.17,
4.18, 4.19, 4.20 and 4.21 hereof, clause (4) of Section 5.01(a) hereof and clause (4) of Section 5.01(b) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are
satisfied (hereinafter, “Covenant Defeasance”), and the Notes will 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 will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes will not be deemed outstanding for accounting purposes). For this purpose,
Covenant Defeasance means that, with respect to the outstanding Notes and Note Guarantees, the Company and the Guarantors may omit to comply with and will 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 will not
constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and Note Guarantees will be unaffected thereby. In addition, upon the Company’s exercise
under Section 8.01 hereof of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(3) through 6.01(6) hereof will not constitute Events of Default.

 Section 8.04 Conditions to Legal or Covenant Defeasance. 
 In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof: 
 (1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as
will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, to pay the principal of, premium and Additional Interest, if any, and interest on, the outstanding Notes on the
stated date for payment thereof or on the applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to such stated date for payment or to a particular redemption date; 

(2) in the case of an election under Section 8.02 hereof, the Company must deliver to the Trustee an Opinion of
Counsel confirming that: 
 (A) the Company has received from, or there has been published by, the Internal
Revenue Service a ruling; or 
 (B) since the date of this Indenture, there has been a change in the applicable
federal income tax law, 
 in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the
Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as
would have been the case if such Legal Defeasance had not occurred; 

  
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 (3) in the case of an election under Section 8.03 hereof, the Company
must deliver to the Trustee an Opinion of Counsel confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal
income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; 
 (4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such
deposit); 
 (5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or
constitute a default under, any material agreement or instrument (other than this Indenture) to which Holdings or any of its Subsidiaries is a party or by which Holdings or any of its Subsidiaries is bound; 

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

(7) the Company must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all
conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with. 
 Section 8.05 Deposited
Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. 
 Subject to Section 8.06 hereof,
all money and non-callable 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 Notes will be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including
the Company acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium and Additional Interest, if any, and interest, but such money need not be
segregated from other funds except to the extent required by law. 
 The Company will pay and indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against the cash or non-callable Government Securities deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding Notes. 
 Notwithstanding anything in this Article 8 to
the contrary, the Trustee will deliver or pay to the Company from time to time upon the request of the Company any money or non-callable Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(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 Company. 

Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of,
premium or Additional Interest, if any, or interest on, any Note and remaining unclaimed for two years after such principal, premium or Additional Interest, if any, or interest has become due and payable shall be paid to the Company on its written
request or (if then held by the Company) will be discharged from such trust; and the Holder of such Note will thereafter be permitted to look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect
to such trust money, and all liability of the Company as trustee thereof, will thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company
cause to be published once, in the New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which will not be less than 30 days from the date of such
notification or publication, any unclaimed balance of such money then remaining will be repaid to the Company. 
 Section 8.07
Reinstatement. 
 If the Trustee or Paying Agent is unable to apply any U.S. dollars or non-callable Government Securities
in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company’s and the
Guarantors’ obligations under this Indenture and the Notes and the Note Guarantees will be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is
permitted to apply all such money in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided, however, that, if the Company makes any payment of principal of, premium or Additional Interest, if any, or interest on, any
Note following the reinstatement of its obligations, the Company will be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent. 

ARTICLE 9 

AMENDMENT, SUPPLEMENT AND WAIVER 

Section 9.01 Without Consent of Holders of Notes. 
 Notwithstanding Section 9.02 of this Indenture, the Company, the Guarantors and the Trustee may amend or supplement this Indenture or the Notes or the Note Guarantees without the consent of any
Holder of Note: 
 (1) to cure any ambiguity, defect or inconsistency; 

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

(3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and
Note Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 or Article 11 hereof; 

(4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not
materially adversely affect the legal rights hereunder of any Holder; 
 (5) to comply with requirements of the
SEC in order to effect or maintain the qualification of this Indenture under the TIA; 

  
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 (6) to conform the text of this Indenture, the Note Guarantees or the Notes
to any provision of the “Description of Notes” section of the Company’s Offering Circular dated January 11, 2011, relating to the initial offering of the Notes, to the extent that such provision in that “Description of
Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees or the Notes; 
 (7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; 

(8) to comply with the provisions in Section 4.20 hereof including to reflect the release of a Note Guarantee of the
Notes in accordance with this Indenture; 
 (9) to release a Guarantor from its obligations under its Note
Guarantee or this Indenture in accordance with Section 11.06 hereof; 
 (10) to secure the Notes and/or the
Note Guarantees; 
 (11) to evidence and provide for the acceptance of appointment by a successor trustee; or

 (12) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the
Notes; or 
 (13) to comply with the provisions described under Section 5.01 hereof. 

Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or
supplemental indenture, and upon receipt by the Trustee of the other documents described in Section 7.02 hereof, the Trustee will join with the Company 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 will not be obligated to enter into such amended or supplemental indenture that affects its own
rights, duties or immunities under this Indenture or otherwise. 
 Section 9.02 With Consent of Holders of Notes. 

Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture (including, without
limitation, Section 3.09, 4.11 and 4.16 hereof) and the Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional
Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the 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 or Additional Interest, if any, or interest on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or
compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional
Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). 

  
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 The Company may, but shall not be obligated to, fix a record date for the purpose of
determining the Persons entitled to consent to any supplemental indenture hereto. If a record date is fixed, the Holders on such record date, or its duly designated proxies, and only such Persons, shall be entitled to consent to such supplemental
indenture, whether or not such Holders remain Holders after such record date; provided that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 90 days after
such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled and of no further effect. 
 Upon the written request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee
of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Company and the Guarantors in the
execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its
discretion, but will not be obligated to, enter into such amended or supplemental Indenture. As evidence of the consent of the Holders of the Notes, the Trustee may conclusively rely upon the written consents of such Holders of the requisite
percentage in principal amount of the then outstanding Notes or an Officer’s Certificate of the Company. 
 It is not
necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. 

After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders of Notes
affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental
indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any
provision of this Indenture or the Notes or the Note Guarantees. However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting
Holder): 
 (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or
waiver; 
 (2) reduce the principal of or change the fixed maturity of any Note or alter the provisions with
respect to the redemption of the Notes (except as provided above with respect to Sections 3.09, 4.11 and 4.16 hereof); 
 (3) reduce the rate of or change the time for payment of interest, including default interest, on any Note; 
 (4) waive a Default or Event of Default in the payment of principal of, or interest or premium, or Additional Interest, if any, on the Notes (except a rescission of acceleration of the Notes by the
Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); 

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

(6) impair the right to institute suit for the enforcement of any payment on or with respect to the notes or the Note
Guarantees; 

  
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 (7) waive a redemption payment with respect to any Note (other than a
payment required by Sections 3.09, 4.11 or 4.16 hereof); 
 (8) release any Guarantor from any of its obligations
under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture; or 
 (9) make
any change in the preceding amendment and waiver provisions. 
 Section 9.03 Compliance with Trust Indenture Act. 

Every amendment or supplement to this Indenture or the Notes will be set forth in a amended or supplemental indenture that complies with
the TIA as then in effect. 
 Section 9.04 Revocation and Effect of Consents. 

Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of
a Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of
a Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the amendment, supplement or waiver becomes effective. An amendment, supplement or waiver becomes effective in accordance with its
terms and thereafter binds every Holder. 
 Section 9.05 Notation on or Exchange of Notes. 

The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Company
in exchange for all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver. 
 Failure to make the appropriate notation or issue a new Note will not affect the validity and effect of such amendment, supplement or waiver. 
 Section 9.06 Trustee to Sign Amendments, etc. 
 The Trustee will sign
any amended or supplemental indenture 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 Company may not sign an amended or supplemental
indenture until the Board of Directors of the Company approves it. In executing any amended or supplemental indenture, the Trustee will be entitled to receive and (subject to Section 7.01 hereof) will be fully protected in relying upon, in
addition to the documents required by Section 13.04 hereof, an Officers’ Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture. 

ARTICLE 10 

SUBORDINATION 

Section 10.01 Agreement to Subordinate. 
 The Company agrees, and each Holder by accepting a Note agrees, that the Indebtedness evidenced by the Notes is subordinated in right of payment, to the extent and in the manner provided in this Article
10, to the prior payment in full in cash or Cash Equivalents of all Senior Debt (whether outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed), and that the subordination is for the benefit of the holders of Senior
Debt. 

  
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 Section 10.02 Liquidation; Dissolution; Bankruptcy. 

Upon any distribution to creditors of the Company in a liquidation or dissolution of the Company or in a voluntary or involuntary
bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property, in an assignment for the benefit of creditors or any marshaling of the Company’s assets and liabilities: 

(1) holders of Senior Debt will be entitled to receive payment in full of all Obligations due in respect of such Senior
Debt (including interest after the commencement of any bankruptcy proceeding at the rate specified in the applicable Senior Debt) before the Holders of Notes will be entitled to receive any payment with respect to the Notes (except that Holders of
Notes may receive and retain Permitted Junior Securities and payments made from any trust created pursuant to Section 8.01 or Section 12.01 hereof); and 

(2) until all Obligations with respect to Senior Debt (as provided in clause (1) above) are paid in full, any
distribution to which Holders would be entitled but for this Article 10 will be made to holders of Senior Debt (except that Holders of Notes may receive and retain Permitted Junior Securities and payments made from any trust created pursuant to
Section 8.01 or Section 12.01 hereof), as their interests may appear. 
 Section 10.03 Default on Designated Senior Debt.

 (a) The Company may not make any payment or distribution to the Trustee or any Holder in respect of
Obligations with respect to the Notes and may not acquire from the Trustee or any Holder any Notes for cash or property (other than Permitted Junior Securities and payments made from any trust created pursuant to Section 8.01 or
Section 12.01 hereof) until all principal and other Obligations with respect to the Senior Debt have been paid in full if: 
 (1) a payment default on Designated Senior Debt occurs and is continuing beyond any applicable grace period in the agreement, indenture or other document governing such Designated Senior Debt; or

 (2) any other default (a “nonpayment default”) occurs and is continuing on any series of
Designated Senior Debt that permits holders of that series of Designated Senior Debt to accelerate its maturity and the Trustee receives a notice of such default (a “Payment Blockage Notice”) from the Company or (a) with
respect to Designated Senior Debt arising under the Credit Agreement, the agent for the lenders thereunder or (b) with respect to any other Designated Senior Debt, a representative of the holders of such Designated Senior Debt. If the Trustee
receives any such Payment Blockage Notice, no subsequent Payment Blockage Notice will be effective for purposes of this Section 10.03 unless and until (A) at least 360 days have elapsed since the delivery of the immediately prior Payment
Blockage Notice and (B) all scheduled payments of principal, interest and premium and Additional Interest, if any, on the Notes that have come due have been paid in full in cash or Cash Equivalents. 

No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee may be, or may
be made, the basis for a subsequent Payment Blockage Notice unless such default has been cured or waived for a period of not less than 90 days. 

  
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 (b) The Company may and will resume payments on and distributions in respect
of the Notes and may acquire them upon the earlier of: 
 (1) in the case of a payment default on Designated
Senior Debt, on the date upon which such default is cured or waived, and 
 (2) in the case of a nonpayment
default on Designated Senior Debt, upon the earlier of (x) the date on which such nonpayment default is cured or waived, (y) 179 days after the date on which the applicable Payment Blockage Notice is received or (z) the date the
Trustee receives notice from the representative for the Designated Senior Debt rescinding such Payment Blockage Notice, unless the maturity of any such Designated Senior Debt has then been accelerated, 

if this Article 10 otherwise permits the payment, distribution or acquisition at the time of such payment or acquisition. 

Section 10.04 Acceleration of Notes. 
 If payment of the Notes is accelerated because of an Event of Default, the Company will promptly notify holders of Senior Debt of the acceleration. 

Section 10.05 When Distribution Must Be Paid Over. 
 In the event that the Trustee or any Holder receives any payment of any Obligations with respect to the Notes (other than Permitted Junior Securities and payments made from any trust created pursuant to
Section 8.01 or Section 12.01 hereof) at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Section 10.03 hereof, such payment will be held by the Trustee or such Holder, in
trust for the benefit of, and will be paid forthwith over and delivered, upon written request, to, the holders of Senior Debt as their interests may appear or their Representative under the agreement, indenture or other document (if any) pursuant to
which Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Debt remaining unpaid to the extent necessary to pay such Obligations in full in accordance
with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. 
 With
respect to the holders of Senior Debt, the Trustee undertakes to perform only those obligations on the part of the Trustee as are specifically set forth in this Article 10, and no implied covenants or obligations with respect to the holders of
Senior Debt will be read into this Indenture against the Trustee. The Trustee will not be deemed to owe any fiduciary duty to the holders of Senior Debt, and will not be liable to any such holders if the Trustee pays over or distributes to or on
behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Debt are then entitled by virtue of this Article 10, except if such payment is made as a result of the willful misconduct or gross negligence of the
Trustee. 
 Section 10.06 Notice by Company. 
 The Company will promptly notify the Trustee and the Paying Agent in writing of any facts known to the Company that would cause a payment of any Obligations with respect to the Notes to violate this
Article 10, but failure to give such notice will not affect the subordination of the Notes to the Senior Debt as provided in this Article 10. 

  
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 Section 10.07 Subrogation. 

After all Senior Debt is paid in full and until the Notes are paid in full, Holders of Notes will be subrogated (equally and ratably with
all other Indebtedness pari passu with the Notes) to the rights of holders of Senior Debt to receive distributions applicable to Senior Debt to the extent that distributions otherwise payable to the Holders of Notes have been applied to the
payment of Senior Debt. A distribution made under this Article 10 to holders of Senior Debt that otherwise would have been made to Holders of Notes is not, as between the Company and Holders, a payment by the Company on the Notes. 

Section 10.08 Relative Rights. 
 This Article 10 defines the relative rights of Holders of Notes and holders of Senior Debt. Nothing in this Indenture will: 

(1) impair, as between the Company and Holders of Notes, the obligation of the Company, which is absolute and
unconditional, to pay principal of, premium and interest and Additional Interest, if any, on, the Notes in accordance with their terms; 
 (2) affect the relative rights of Holders of Notes and creditors of the Company other than their rights in relation to holders of Senior Debt; or 

(3) prevent the Trustee or any Holder of Notes from exercising its available remedies upon a Default or Event of Default,
subject to the rights of holders and owners of Senior Debt to receive distributions and payments otherwise payable to Holders of Notes. 
 If the Company fails because of this Article 10 to pay principal of, premium or interest or Additional Interest, if any, on, a Note on the due date, the failure is still a Default or Event of Default.

 Section 10.09 Subordination May Not Be Impaired by Company. 

No right of any holder of Senior Debt to enforce the subordination of the Indebtedness evidenced by the Notes may be impaired by any act
or failure to act by the Company or any Holder or by the failure of the Company or any Holder to comply with this Indenture. 

Section 10.10 Distribution or Notice to Representative. 
 Whenever a distribution is to be made or a notice given to holders of Senior Debt, the distribution may be made and the notice given to their Representative. 

Upon any payment or distribution of assets of the Company referred to in this Article 10, the Trustee and the Holders of Notes will be
entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction or upon any certificate of such Representative or of the liquidating trustee or agent or other Person making any distribution to the Trustee or to the
Holders of Notes for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Debt and other Indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article 10. 
 Section 10.11 Rights of Trustee and Paying
Agent. 
 Notwithstanding the provisions of this Article 10 or any other provision of this Indenture, the Trustee will not be
charged with knowledge of the existence of any facts that would prohibit the making of any payment or distribution by the Trustee, and the Trustee and the Paying Agent may continue to make payments on the Notes, unless the Trustee has received at
its Corporate Trust Office at least five Business Days prior to the date of such payment written notice of facts that would cause the payment of any Obligations with respect to the Notes to violate this Article 10. Only the Company or a
Representative may give the notice. Nothing in this Article 10 will impair the claims of, or payments to, the Trustee under or pursuant to Section 7.07 hereof. 

  
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 The Trustee in its individual or any other capacity may hold Senior Debt with the same
rights it would have if it were not Trustee. Any Agent may do the same with like rights. 
 Section 10.12 Authorization to Effect
Subordination. 
 Each Holder of Notes, by the Holder’s acceptance thereof, authorizes and directs the Trustee on such
Holder’s behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in this Article 10, and appoints the Trustee to act as such Holder’s attorney-in-fact for any and all such purposes. If the
Trustee does not file a proper proof of claim or proof of debt in the form required in any proceeding referred to in Section 6.09 hereof at least 30 days before the expiration of the time to file such claim, the Representatives are hereby
authorized to file an appropriate claim for and on behalf of the Holders of the Notes. 
 Section 10.13 Amendments.

 In addition, any amendment to, or waiver of, the provisions of this Article 10 that adversely affects the rights of the
Holders will require the consent of the Holders of at least 75.0% in aggregate principal amount of Notes then outstanding. 

ARTICLE 11 

NOTE GUARANTEES 

Section 11.01 Guarantee. 
 (a) Subject to this Article 11, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and
its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: 

(1) the principal of, premium and Additional Interest, if any, and interest on, the 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 Notes, if any, if lawful, and all other obligations of the Company 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 

(2) in case of any extension of time of payment or renewal of any 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 will 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. 

  
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 (b) The Guarantors hereby agree that their obligations hereunder are
unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or
thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence,
presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this
Note Guarantee will not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. 
 (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either
the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. 

(d) Each Guarantor agrees that it will 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, (1) the
maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the
obligations guaranteed hereby, and (2) 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) will forthwith become due and payable by the
Guarantors for the purpose of this Note Guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantee.

 Section 11.02 Subordination of Note Guarantee 
 The Obligations of each Guarantor under its Note Guarantee pursuant to this Article 11 will be junior and subordinated to the Senior Debt of such Guarantor on the same basis as the Notes are junior and
subordinated to Senior Debt of the Company. For purposes of the foregoing sentence, the Trustee and the Holders will have the right to receive and/or retain payments by any of the Guarantors only at such times as they may receive and/or retain
payments in respect of the Notes pursuant to this Indenture, including Article 10. 
 Section 11.03 Limitation on Guarantor
Liability. 
 Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all
such parties that the Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law
to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of such Guarantor will be limited to the maximum amount that 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 11, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent transfer or conveyance. 

  
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 Section 11.04 Execution and Delivery of Note Guarantee. 

To evidence its Note Guarantee set forth in Section 11.01 hereof, each Guarantor hereby agrees that a notation of such Note Guarantee
substantially in the form attached as Exhibit E hereto will be endorsed by an Officer of such Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture will be executed on behalf of such Guarantor by one of its
Officers. 
 Each Guarantor hereby agrees that its Note Guarantee set forth in Section 11.01 hereof will remain in full
force and effect notwithstanding any failure to endorse on each Note a notation of such Note Guarantee. 
 If an Officer whose
signature is on this Indenture or on the Note Guarantee no longer holds that office at the time the Trustee authenticates the Note on which a Note Guarantee is endorsed, the Note Guarantee will be valid nevertheless. 

The delivery of any Note by the Trustee, after the authentication thereof hereunder, will constitute due delivery of the Note Guarantee
set forth in this Indenture on behalf of the Guarantors. 
 In the event that the Company or any of its Restricted Subsidiaries
creates or acquires any Domestic Subsidiary after the date of this Indenture, if required by Section 4.20 hereof, the Company will cause such Domestic Subsidiary to comply with the provisions of Section 4.20 hereof and this Article 11, to
the extent applicable. 
 Section 11.05 Guarantors May Consolidate, etc., on Certain Terms. 

Except as otherwise provided in Section 11.06 hereof, a Guarantor may not sell or otherwise dispose of all or substantially all of
its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: 

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

(2) either: 
 (a) subject to Section 11.06 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than the
Guarantor) unconditionally assumes all the obligations of that Guarantor under this Indenture, its Note Guarantee and the Registration Rights Agreement on the terms set forth herein or therein, pursuant to a supplemental indenture in form and
substance reasonably satisfactory to the Trustee; or 
 (b) such sale or other disposition or merger does not
violate Section 4.11 hereof. 
 In case of any such consolidation, merger, sale or conveyance and upon the assumption by
the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions
of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed
any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same
legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof.


  
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 Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses 2(a) and
(b) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor
as an entirety or substantially as an entirety to the Company or another Guarantor. 
 Section 11.06 Releases. 

(a) The Note Guarantee of a Guarantor will be automatically and unconditionally released: 

(1) In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor, by way of
merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) Holdings, the Company or a Restricted
Subsidiary of Holdings; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.11 hereof. Upon delivery by the
Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation
Section 4.11 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee; 

(2) if Holdings designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance
with the applicable provisions of this Indenture; 
 (3) upon Legal Defeasance and Covenant Defeasance in
accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 12 hereof; and 
 (4) upon the release of any Guarantor of all of its guarantees of any Credit Facility, including any Note Guarantee created pursuant to Section 4.20 hereof. 

(b) Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 11.06 will
remain liable for the full amount of principal of and interest and premium and Additional Interest, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 11. 

ARTICLE 12 

SATISFACTION AND DISCHARGE 

Section 12.01 Satisfaction and Discharge. 
 This Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when: 
 (1) either: 
 (a) all Notes that have been authenticated, except
lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or 

  
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 (b) all Notes that have not been delivered to the Trustee for cancellation
(x) have become due and payable by reason of the mailing of a notice of redemption or otherwise, (y) will become due and payable within one year, or (z) are to be called for redemption within one year under arrangements satisfactory
to the Trustee for the giving of notice of redemption by the Trustee in the Company’s name and at the Company’s expense, and in each such case the Company or any Guarantor has irrevocably deposited or caused to be deposited with the
Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts sufficient, without
consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium and Additional Interest, if any, and accrued interest to the date of
maturity or redemption; 
 (2) no Default or Event of Default has occurred and is continuing on the date of such
deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the
Company or any Guarantor is a party or by which the Company or any Guarantor is bound; 
 (3) the Company or any
Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and 
 (4) the Company has
delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. 
 In addition, the Company must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

 Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to
subclause (b) of clause (1) of this Section 12.01, the provisions of Sections 12.02 and 8.06 hereof will survive. In addition, nothing in this Section 12.01 will be deemed to discharge those provisions of Section 7.07
hereof, that, by their terms, survive the resignation and removal of the Trustee and the satisfaction and discharge of this Indenture. 

Section 12.02 Application of Trust Money. 
 Subject to the provisions of Section 8.06 hereof, all money deposited with the Trustee pursuant to Section 12.01 hereof shall be held in trust and applied by it, in accordance with the
provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company 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. 

  
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 If the Trustee or Paying Agent is unable to apply any money or Government Securities in
accordance with Section 12.01 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 Company’s and any
Guarantor’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 12.01 hereof; provided that if the Company has made any payment of principal of,
premium or Additional Interest, if any, or interest on, any Notes because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government
Securities held by the Trustee or Paying Agent. 
 ARTICLE 13 

MISCELLANEOUS 

Section 13.01 Trust Indenture Act Controls. 
 If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by TIA §318(c), the imposed duties will control. 
 Section 13.02 Notices. 
 Any notice or communication by the Company,
any Guarantor or the Trustee to the others is duly given if in writing and delivered in Person or by first class mail (registered or certified, return receipt requested), facsimile transmission or overnight air courier guaranteeing next day
delivery, to the others’ address: 
 If to the Company and/or any Guarantor: 

Dycom Investments, Inc. 
 c/o Dycom Industries, Inc. 
 11770 U.S. Highway 1, Suite 101 

Palm Beach Gardens, FL 33408 
 Facsimile No.: (561) 627-7171 
 Attention: General Counsel 

With a copy to: 

Shearman & Sterling LLP 
 599 Lexington Ave 
 Facsimile No.: (212) 848-7179 

Attention: Lona Nallengara 
 If to the Trustee: 
 Delivery Office (for Note Tenders) 

U.S. Bank National Association 
 Corporate Trust Services 
 60 Livingston Avenue 

1ST Fl-Bond Drop Window 
 St. Paul, MN 55107 
 Corporate Trust Office (for all other purposes) 

  
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 U.S. Bank National Association 

Corporate Trust Services 
 EX-FL-WWSJ 
 225 Water Street, Suite 700 

Jacksonville, FL 32202 
 Facsimile No.: (904) 358-5374 
 Attention: Terence T. Rawlins 

The Company, any Guarantor or the Trustee, by written 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) will be deemed to
have been duly given: at the time delivered by hand, if personally delivered; 5 Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if transmitted by facsimile; and the next Business Day after
timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery. 
 Any notice or communication
to a Holder will 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
will also be so mailed to any Person described in TIA § 313(c), to the extent required by the TIA. Failure to mail a notice or communication to a Holder or any defect in it will not affect its sufficiency with respect to other Holders. Any
notice when mailed to a Holder in the aforesaid manner shall be conclusively deemed to have been received by such Holder whether or not actually received by such Holder. 
 Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the
equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance on such waiver. 

In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice
by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder. 
 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 Company mails a notice or communication to Holders, it will mail a copy to the Trustee and each Agent at the same time.

 Section 13.03 Communication by Holders of Notes with Other Holders of Notes. 

Holders may communicate pursuant to TIA § 312(b) with other Holders with respect to their rights under this Indenture or the
Notes. The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c). 
 Section 13.04
Certificate and Opinion as to Conditions Precedent. 
 Upon any request or application by the Company to the Trustee to
take any action under this Indenture, the Company shall furnish to the Trustee, if requested: 
 (1) an
Officers’ Certificate in form and substance reasonably satisfactory to the Trustee (which must include the statements set forth in Section 13.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants,
if any, provided for in this Indenture relating to the proposed action have been satisfied; and 

  
 92 









 (2) an Opinion of Counsel in form and substance reasonably satisfactory to
the Trustee (which must include the statements set forth in Section 13.05 hereof) stating that, in the opinion of such counsel (who may rely upon an Officers’ Certificate as to matters of fact), all such conditions precedent and covenants
have been satisfied. 
 Section 13.05 Statements Required in Certificate or Opinion. 

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a
certificate provided pursuant to TIA § 314(a)(4)) must comply with the provisions of TIA § 314(e) and must include: 
 (1) a statement that the Person making such certificate or opinion has read such covenant or condition; 
 (2) 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; 

(3) a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary
to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfied; and 
 (4) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied. 
 Section 13.06 Rules by Trustee and Agents. 
 The Trustee may make
reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions. 
 Section 13.07 No Personal Liability of Directors, Officers, Employees and Stockholders. 
 No past, present or future director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors
under the Notes, this Indenture, the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws. 
 Section 13.08 Governing Law. 
 THE INTERNAL LAW OF THE STATE OF NEW
YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES. 

  
 93 









 Section 13.09 No Adverse Interpretation of Other Agreements. 

This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Company or any Subsidiary of Holdings or of
any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture. 
 Section 13.10
Successors. 
 All agreements of the Company in this Indenture and the Notes will bind its successors. All agreements of
the Trustee in this Indenture will bind its successors. All agreements of each Guarantor in this Indenture will bind its successors, except as otherwise provided in Section 11.05 and 11.06 hereof. 

Section 13.11 Severability. 
 In case any provision in this Indenture or in the Notes is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or
impaired thereby. 
 Section 13.12 Counterpart Originals. 
 The parties may sign any number of copies of this Indenture. Each signed copy will be an original, but all of them together represent the same agreement. 

Section 13.13 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 will in no way modify or restrict any of the terms or provisions hereof. 
 [Signatures on following page]


  
 94 









  

					
	DYCOM INVESTMENTS, INC.
		
	 By:
	 	 /s/ H. Andrew DeFerrari

		 	Name:	 	H. Andrew DeFerrari
		 	Title:	 	Treasurer









  

	
	 GUARANTORS:

	 ANSCO & ASSOCIATES, LLC

APEX DIGITAL, LLC
 BROADBAND EXPRESS,
LLC

	 BROADBAND INSTALLATION SERVICES, LLC
 C-2 UTILITY CONTRACTORS, LLC
 CABLE CONNECTORS, LLC

	CABLECOM, LLC
	CABLECOM OF CALIFORNIA, INC.
	 CAN-AM COMMUNICATIONS, INC.

CAVO BROADBAND COMMUNICATIONS, LLC
 CERTUSVIEW
LEASING, LLC

	 COMMUNICATIONS CONSTRUCTION GROUP, LLC
 DYCOM CAPITAL MANAGEMENT, INC.
 DYCOM CORPORATE IDENTITY, INC.

	DYCOM IDENTITY, LLC
	ERVIN CABLE CONSTRUCTION, LLC
	 GLOBE COMMUNICATIONS, LLC

INSTALLATION TECHNICIANS, LLC
 IVY H. SMITH
COMPANY, LLC

	 LAMBERT’S CABLE SPLICING COMPANY, LLC
 LOCATING, INC.
 NICHOLS CONSTRUCTION, LLC

	 NIELS FUGAL SONS COMPANY, LLC

NIELS FUGAL SONS COMPANY OF CALIFORNIA, INC.

	POINT TO POINT COMMUNICATIONS, INC.
	 PRECISION VALLEY COMMUNICATIONS OF VERMONT, LLC
 PRINCE TELECOM, LLC

	PRINCE TELECOM OF CALIFORNIA, INC.
	 RJE TELECOM, LLC
 RJE TELECOM
OF CALIFORNIA, INC.

	STAR CONSTRUCTION, LLC
	 STEVENS COMMUNICATIONS, LLC

S.T.S., LLC
 TCS COMMUNICATIONS,
LLC

	 TESINC, LLC
 TESINC OF
CALIFORNIA, INC.

	TRIPLE-D COMMUNICATIONS, LLC
	U G T I
	UNDERGROUND SPECIALTIES, LLC
	 UTILIQUEST, LLC
 WHITE MOUNTAIN
CABLE CONSTRUCTION, LLC


  

					
	By:	 		 	         /s/    H. Andrew
DeFerrari

		 	Name:	 	H. Andrew DeFerrari
		 	Title:	 	Treasurer









			
	MIDTOWN EXPRESS, LLC
		
	By:	 	 /s/ Joseph Danno

	 Name:  Joseph Danno

	 Title:    President

	
	OSP SERVICES, LLC
		
	By:	 	 /s/ Marvin Glaser

	 Name:  Marvin Glaser

	 Title:    President










  

			
	DYCOM INDUSTRIES, INC.
		
	By:	 	 /s/ H. Andrew DeFerrari

	 Name:  H. Andrew DeFerrari

	 Title:    Senior Vice President and Chief Financial

             Officer










  

			
	U.S. BANK NATIONAL ASSOCIATION
		
	By:	 	 /s/ Terence Rawlins

		 	Name: Terence Rawlins
		 	Title:   Vice President









 [Face of Note] 

 
 CUSIP/CINS
                     

7.125% Senior Subordinated Notes due 2021 
  

			
	 No.     
	  	$                     


DYCOM INVESTMENTS, INC. 

promises to pay to [            ] or registered assigns, 

the principal sum of              DOLLARS on
            , 20    . 
 Interest Payment Dates:
January 15 and July 15 
 Record Dates: January 1 and July 1 
 Dated:             , 2011 
  

 

			
	DYCOM INVESTMENTS, INC.
		
	By:	 	  

		 	Name:
		 	Title:


  

			
	This is one of the Notes referred to in the within-mentioned Indenture:
	
	 U.S. BANK NATIONAL ASSOCIATION,
   as Trustee

		
	By:	 	  

		 	Authorized Signatory

  

 

  
 A-1









 [Back of Note] 
 7.125% Senior Subordinated Notes due 2021 
 [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] 
 Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless
otherwise indicated. 
 (1) INTEREST. Dycom Investments, Inc., a Delaware
corporation (the “Company”), promises to pay interest on the principal amount of this Note at 7.125% per annum from             ,
20     until maturity and shall pay the Additional Interest, if any, payable pursuant to Section 2(c) of the Registration Rights Agreement referred to below. The Company will pay interest and Additional Interest, if
any, semi-annually in arrears on January 15 and July 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). Interest on the Notes 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 if there is no existing Default in the payment of interest, and if this Note is authenticated between a record
date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided further that the first Interest Payment Date shall be
            , 20    . The Company will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and
premium, if any, from time to time on demand at the rate then in effect to the extent lawful; it will 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 same rate to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day months. 

(2) METHOD OF PAYMENT. The Company will pay interest on
the Notes (except defaulted interest) and Additional Interest, if any, to the Persons who are registered Holders of Notes at the close of business on the January 1 or July 1 next preceding the Interest Payment Date, even if such Notes are
canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. The Notes will be payable as to principal, premium and Additional Interest, if
any, and interest at the office or agency of the Company maintained for such purpose within or without the City and State of New York, or, at the option of the Company, 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 Notes the Holders of which have provided wire transfer instructions to the Company or the Paying Agent. Such payment will 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, U.S. Bank National Association, the Trustee under the Indenture, will act as Paying Agent and Registrar. The Company may change any Paying Agent or Registrar without notice
to any Holder. The Company or any of Holdings’ Subsidiaries may act in any such capacity. 

  
 A-2









 (4) INDENTURE. The Company issued the
Notes under an Indenture dated as of January 21, 2011 (the “Indenture”) by and among the Company, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture
by reference to the TIA. The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture,
the provisions of the Indenture shall govern and be controlling. The Notes are unsecured obligations of the Company. The Indenture does not limit the aggregate principal amount of Notes that may be issued thereunder. 

(5) OPTIONAL REDEMPTION. 

(a) Except as set forth in subparagraphs (b) and (c) of this Paragraph 5, the Company will not have the option
to redeem the Notes prior to January 15, 2016. On or after January 15, 2016, the Company will have the option to redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices
(expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest, if any, on the Notes redeemed to the applicable redemption date, if redeemed during the twelve-month period beginning on
January 15 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: 
  

					
	 Year
	  	Percentage	 
	 2016
	  	 	103.563	% 
	 2017
	  	 	102.375	% 
	 2018
	  	 	101.188	% 
	 2019 and thereafter
	  	 	100.000	% 

 Unless the Company
defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. 

(b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to January 15,
2016, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture with the net cash proceeds of one or more Equity Offerings at a redemption price equal to 107.125% of the
aggregate principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that at least 65% in aggregate principal amount
of the Notes issued under the Indenture (including any Additional Notes but excluding Notes held by Holdings and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 90 days
of the date of the closing of each such Equity Offering. 
 (c) At any time prior to January 15, 2016, the
Company may also redeem all or part of the Notes, upon not less than 30 nor more than 60 days prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of Notes
redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to the date of redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant
interest payment date. 

  
 A-3









 (6) MANDATORY REDEMPTION. 

The Company is not be required to make mandatory redemption or sinking fund payments with respect to the Notes. 

(7) REPURCHASE AT THE OPTION OF
HOLDER. 
 (a) If there is a Change of Control, the Company will be required to make an offer
(a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount
thereof plus accrued and unpaid interest and Additional Interest, if any, thereon to the date of purchase, subject to the rights of Holders on the relevant record date to receive accrued and unpaid interest due on the relevant interest payment date
(the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture.

 (b) If Holdings, the Company or a Restricted Subsidiary of Holdings consummates any Asset Sales, within thirty
days of each date on which the aggregate amount of Excess Proceeds exceeds $20.0 million, the Company will commence an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes or any Note Guarantee
(other than a Note Guarantee by Holdings) containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) pursuant to
Section 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and such other pari passu Indebtedness 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, thereon to the date of purchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate
amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use such deficiency for any purpose
not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such
other pari passu Indebtedness to be purchased on a pro rata basis unless otherwise required by the rules of an exchange on which the notes are listed or by law. Holders of Notes that are the subject of an offer to purchase will receive
an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes. 

(8) NOTICE OF REDEMPTION. Notice of redemption will be
mailed at least 30 days but not more than 60 days before the redemption date to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the
notice is issued in connection with a defeasance of the Notes or a satisfaction or discharge of the Indenture. Notes in denominations larger than $1,000 may be redeemed in part but only in whole multiples of $1,000, unless all of the Notes held by a
Holder are to be redeemed. 
 (9) DENOMINATIONS, TRANSFER,
EXCHANGE. The Notes are in registered form without coupons in minimum amounts of $2,000 and integral multiples of $1,000 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as
provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted
by the Indenture. The Company need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Company need not exchange or register
the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date. 

  
 A-4









 (10) PERSONS DEEMED
OWNERS. The registered Holder of a Note may be treated as its owner for all purposes. 
 (11) AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes or the Note Guarantees
may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class, and any existing Default or Event or
Default or compliance with any provision of the Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes including Additional Notes, if any,
voting as a single class. Without the consent of any Holder of a Note, the Indenture or the Notes or the Note Guarantees may be amended or supplemented to cure any ambiguity, defect or inconsistency, to provide for uncertificated Notes in addition
to or in place of certificated Notes, to provide for the assumption of the Company’s or a Guarantor’ obligations to Holders of the Notes and Note Guarantees in case of a merger or consolidation, to make any change that would provide any
additional rights or benefits to the Holders of the Notes or that does not materially adversely affect the legal rights under the Indenture of any such Holder, to comply with the requirements of the SEC in order to effect or maintain the
qualification of the Indenture under the TIA, to conform the text of the Indenture, the Note Guarantees or the Notes to any provision of the “Description of Notes” section of the Company’s Offering Circular dated January 11,
2011, relating to the initial offering of the Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Note Guarantees or the Notes; to provide
for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, to comply with the provisions of the Indenture to reflect the release of a Note Guarantee in accordance with the Indenture, to release a Guarantor
from its obligations under its Note Guarantee or the Indenture, to secure the Notes and/or the Note Guarantees, to evidence and provide for the acceptance of appointment by a successor trustee, to allow any Guarantor to execute a supplemental
indenture and/or a Note Guarantee with respect to the Notes or to comply with the provisions described under Section 5.01. 

  
 A-5









 (12) DEFAULTS AND
REMEDIES. Events of Default include: (i) default for 30 days in the payment when due of interest on, or Additional Interest, if any, with respect to the Notes, whether or not prohibited by the subordination
provisions of the Indenture; (ii) default in the payment when due (whether at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on, the Notes, whether or not prohibited by the subordination provisions of the
Indenture, (iii) failure by Holdings or any of its Restricted Subsidiaries to consummate a purchase of the Notes in accordance with the provisions of Section 4.11, 4.16 or 5.01 of the Indenture; (iv) failure by Holdings or any of its
Restricted Subsidiaries for 60 days after notice to Holdings by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the other agreements in the
Indenture; (v) default under certain other agreements relating to Indebtedness of the Company which default results in the acceleration of such Indebtedness prior to its express maturity; (vi) certain final judgments for the payment of
money that remain undischarged for a period of 60 days; (vii) certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries
that, taken together, would constitute a Significant Subsidiary; and (viii) except as permitted by the Indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force
and effect or any Guarantor that is a Significant Subsidiary (or any group of Guarantors that, taken together, would constitute a Significant Subsidiary),or any Person acting on behalf of any such Guarantor, denies or disaffirms its obligations
under such Note Guarantee. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately.
Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the
Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee
may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest or premium or Additional Interest, if any,) if it determines that
withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing
Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium or Additional Interest, if any, on, or the principal of, the Notes. The Company is required to
deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, within five business days of becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such
Default or Event of Default. 
 (13) SUBORDINATION. Payment of principal,
interest and premium and Additional Interest, if any, on the Notes is subordinated to the prior payment of Senior Debt on the terms provided in the Indenture. 
 (14) TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or any other capacity, may make loans to, accept
deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee. 
 (15) NO RECOURSE AGAINST OTHERS. A director, officer, employee, incorporator or stockholder of the Company or any of the
Guarantors, as such, will not have any liability for any obligations of the Company or the Guarantors under the Notes, the Note Guarantees or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their
creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes. 

(16) AUTHENTICATION. This Note will not be valid until authenticated by the manual
signature of the Trustee or an authenticating agent. 
 (17) ABBREVIATIONS.
Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (=
Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). 

  
 A-6









 (18) ADDITIONAL RIGHTS OF
HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED DEFINITIVE NOTES. In addition to the rights
provided to Holders of Notes under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes will have all the rights set forth in the Registration Rights Agreement dated as of January 21, 2011, among the Company, the
Guarantors and the other parties named on the signature pages thereof or, in the case of Additional Notes, Holders of Restricted Global Notes and Restricted Definitive Notes will have the rights set forth in one or more registration rights
agreements, if any, among the Company, the Guarantors and the other parties thereto, relating to rights given by the Company and the Guarantors to the purchasers of any Additional Notes (collectively, the “Registration Rights
Agreement”). 
 (19) CUSIP NUMBERS. Pursuant to a recommendation
promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes, and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No
representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption, and reliance may be placed only on the other identification numbers placed thereon. 

(20) GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE INDENTURE,
THIS NOTE AND THE NOTE GUARANTEES. 
 The Company 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: 
 Dycom Investments, Inc. 

111770 U.S. Highway 1, Suite 101 
 Palm Beach
Gardens, FL 33408 
 Attention: Investor Relations 

  
 A-7









 ASSIGNMENT FORM 

To assign this Note, fill in the form below: 
  

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

 

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

 

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


Date:                      

 

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




Signature Guarantee*:
                                         
    
  

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


  
 A-8









 OPTION OF HOLDER TO
ELECT PURCHASE 
 If you want to elect to have this Note purchased by the Company pursuant to
Section 4.11 or 4.16 of the Indenture, check the appropriate box below: 
  

			
	 ̈ Section 4.11        	 	         ̈ Section 4.16


If you want to elect to have only part of the Note purchased by the Company pursuant to Section 4.11 or Section 4.16 of the
Indenture, state the amount you elect to have purchased: 
  

					
		 	$            	  	
	 Date:
                    
	 		  	
		 	 Your Signature:____________________________________

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

		 	 Tax Identification No.:______________________________


 Signature Guarantee*:
                                        

  

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


  
 A-9









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

 

									
	 Date of Exchange
	 	 Amount of decrease in
Principal Amount

of
 this Global Note
	 	 Amount of increase in
 Principal Amount
 of

this Global Note
	 	 Principal Amount
 this Global Note
 following such decrease

(or increase)
	 	 Signature of authorized
 officer of Trustee or

Custodian



 

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


  
 A-10









 EXHIBIT B 
 FORM OF CERTIFICATE OF TRANSFER 
 Dycom Investments, Inc. 

111770 U.S. Highway 1, Suite 101 
 Palm Beach
Gardens, FL 33408 
 Attention: General Counsel 
 [Registrar address block] 
 Re: 7.125% Senior Subordinated Notes due 2021

 Reference is hereby made to the Indenture, dated as of January 21, 2011 (the “Indenture”), among Dycom
Investments, Inc., as issuer (the “Company”), the Guarantors party thereto and U.S. Bank National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.


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

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

  
 B-1









 3.  ̈ Check and complete if Transferee
will take delivery of a beneficial interest in the IAI Global Note or a Restricted Definitive Note pursuant to any provision of the Securities Act other than Rule 144A or Regulation S. The Transfer is being effected in compliance with the
transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United
States, and accordingly the Transferor hereby further certifies that (check one): 
 (a)  ̈ such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act; 
 or 
 (b)  ̈ such
Transfer is being effected to the Company or 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; 
 or 
 (d)  ̈ such
Transfer is being effected to an Institutional Accredited Investor and pursuant to an exemption from the registration requirements of the Securities Act other than Rule 144A, Rule 144, Rule 903 or Rule 904, and the Transferor hereby further
certifies that it has not engaged in any general solicitation within the meaning of Regulation D under the Securities Act and the Transfer complies with the transfer restrictions applicable to beneficial interests in a Restricted Global Note or
Restricted Definitive Notes and the requirements of the exemption claimed, which certification is supported by (1) a certificate executed by the Transferee in the form of Exhibit D to the Indenture and (2) an Opinion of Counsel provided by
the Transferor or the Transferee (a copy of which the Transferor has attached to this certification), to the effect that such Transfer is in compliance with the Securities Act. Upon consummation of the proposed transfer in accordance with the terms
of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the IAI Global Note and/or the Restricted Definitive Notes and in the
Indenture and the Securities Act. 
 4.  ̈ Check if Transferee will take
delivery of a beneficial interest in an Unrestricted Global Note or of an Unrestricted Definitive Note. 
 (a)  ̈ Check if Transfer is pursuant to Rule 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer
restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture. 

  
 B-2









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

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

 

					
		 	  

		 		  	[Insert Name of Transferor]
			
		 	By:	  	  

		 		  	Name:
		 		  	Title:
			
	Dated: _______________________	 		  	


  
 B-3









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


  
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 EXHIBIT C 
 FORM OF CERTIFICATE OF EXCHANGE 
 Dycom Investments, Inc. 

111770 U.S. Highway 1, Suite 101 
 Palm Beach
Gardens, FL 33408 
 Attention: General Counsel 
 [Registrar address block] 
 Re: 7.125% Senior Subordinated Notes due 2021

 (CUSIP
                    ) 
 Reference is hereby made to the Indenture, dated as of January 21, 2011 (the “Indenture”), among Dycom Investments, Inc., as issuer (the “Company”), the Guarantors
party thereto and U.S. Bank National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. 
                                 ,
(the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $             in such Note[s] or
interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 
 1.
Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note 

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

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

  
 C-1









 (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. 
 (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,  ̈ IAI 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 Company. 
  

			
		 	  

		 	[Insert Name of Transferor]
		
	By:	 	  

		 	Name:
		 	Title:


 Dated:
                     

  
 C-2









 EXHIBIT D 
 FORM OF CERTIFICATE FROM 
 ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR 

Dycom Investments, Inc. 
 111770 U.S. Highway 1,
Suite 101 
 Palm Beach Gardens, FL 33408 
 Attention: General Counsel 
 [Registrar address block] 

Re: 7.125% Senior Subordinated Notes due 2021 
 Reference is hereby made to the Indenture, dated as of January 21, 2011 (the “Indenture”), among Dycom Investments, Inc., as issuer (the “Company”), the Guarantors
party thereto and U.S. Bank National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. 
 In connection with our proposed purchase of $             aggregate principal amount of: 

(a)  ̈ a beneficial interest in a Global Note, or 

(b)  ̈ a Definitive Note, 

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

2. We understand that the offer and sale of the Notes have not been registered under the Securities Act, and that the Notes and any
interest therein may not be offered or sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, that if we should sell the Notes or any interest
therein, we will do so only (A) to the Company or any subsidiary thereof, (B) in accordance with Rule 144A under the Securities Act to a “qualified institutional buyer” (as defined therein), (C) to an institutional
“accredited investor” (as defined below) that, prior to such transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you and to the Company a signed letter substantially in the form of this letter and an Opinion of
Counsel in form reasonably acceptable to the Company to the effect that such transfer is in compliance with the Securities Act, (D) outside the United States in accordance with Rule 904 of Regulation S under the Securities Act,
(E) pursuant to the provisions of Rule 144(k) under the Securities Act or (F) pursuant to an effective registration statement under the Securities Act, and we further agree to provide to any Person purchasing the Definitive Note or
beneficial interest in a Global Note from us in a transaction meeting the requirements of clauses (A) through (E) of this paragraph a notice advising such purchaser that resales thereof are restricted as stated herein. 

  
 D-1









 3. We understand that, on any proposed resale of the Notes or beneficial interest therein,
we will be required to furnish to you and the Company such certifications, legal opinions and other information as you and the Company may reasonably require to confirm that the proposed sale complies with the foregoing restrictions. We further
understand that the Notes purchased by us will bear a legend to the foregoing effect. 
 4. We are an institutional
“accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and
risks of our investment in the Notes, and we and any accounts for which we are acting are each able to bear the economic risk of our or its investment. 
 5. We are acquiring the Notes or beneficial interest therein purchased by us for our own account or for one or more accounts (each of which is an institutional “accredited investor”) as to each
of which we exercise sole investment discretion. 
 You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. 

 

							
		  		  	 	 	[Insert Name of Accredited Investor]
				
		  		  	 By:
	 	  

		  		  		 	 Name:
		  		  		 	 Title:
	 Dated: _______________________
	  		  		 	


  
 D-2









 EXHIBIT E 
 [FORM OF NOTATION OF GUARANTEE] 
 For value received, each Guarantor (which term
includes any successor Person under the Indenture) has, jointly and severally, unconditionally guaranteed, to the extent set forth in the Indenture and subject to the provisions in the Indenture dated as of January 21, 2011 (the
“Indenture”) among Dycom Investments, Inc., (the “Company”), the Guarantors party thereto and U.S. Bank National Association, as trustee (the “Trustee”), (a) the due and punctual payment of the
principal of, premium and Additional Interest, if any, and interest on, the Notes, whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal of and interest on the Notes, if any, if
lawful, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee all in accordance with the terms of the Indenture and (b) in case of any extension of time of payment or renewal of any Notes or
any of such other obligations, that the 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. The obligations of the Guarantors to
the Holders of Notes and to the Trustee pursuant to the Note Guarantee and the Indenture are expressly set forth in Article 11 of the Indenture and reference is hereby made to the Indenture for the precise terms of the Note Guarantee. Each Holder of
a Note, by accepting the same, (a) agrees to and shall be bound by such provisions (b) authorizes and directs the Trustee, on behalf of such Holder, to take such action as may be necessary or appropriate to effectuate the subordination as
provided in the Indenture and (c) appoints the Trustee attorney-in-fact of such Holder for such purpose; provided, however, that the Indebtedness evidenced by this Note Guarantee shall cease to be so subordinated and subject in right of
payment upon any defeasance of this Note in accordance with the provisions of the Indenture. 
 Capitalized terms used but not
defined herein have the meanings given to them in the Indenture. 
 [Signature Page to follow] 

  
 E-1










 EXHIBIT E 

 

  

	
	GUARANTORS:
	 ANSCO & ASSOCIATES, LLC

APEX DIGITAL, LLC
 BROADBAND EXPRESS,
LLC

	 BROADBAND INSTALLATION SERVICES, LLC
 C-2 UTILITY CONTRACTORS, LLC
 CABLE CONNECTORS, LLC

	 CABLECOM, LLC 
 CABLECOM OF
CALIFORNIA, INC.
 CAN-AM COMMUNICATIONS, INC.

	 CAVO BROADBAND COMMUNICATIONS, LLC 
 CERTUSVIEW LEASING, LLC COMMUNICATIONS CONSTRUCTION GROUP, LLC

	 DYCOM CAPITAL MANAGEMENT, INC.

DYCOM CORPORATE IDENTITY, LLC
 DYCOM IDENTITY,
LLC

	 ERVIN CABLE CONSTRUCTION, LLC

GLOBE COMMUNICATIONS, LLC
 INSTALLATION
TECHNICIANS, LLC

	 IVY H. SMITH COMPANY, LLC

LAMBERT’S CABLE SPLICING COMPANY, LLC

LOCATING, INC.

	 NICHOLS CONSTRUCTION, LLC

NIELS FUGAL SONS COMPANY, LLC

NIELS FUGAL SONS COMPANY OF CALIFORNIA, INC.

	 POINT TO POINT COMMUNICATIONS, INC. PRECISION VALLEY COMMUNICATIONS OF VERMONT, LLC

PRINCE TELECOM, LLC

	PRINCE TELECOM OF CALIFORNIA, INC.


  
 E-2









 EXHIBIT E 

 

			
	 RJE TELECOM, LLC

RJE TELECOM OF CALIFORNIA, INC.
 STAR
CONSTRUCTION, LLC
 STEVENS COMMUNICATIONS, LLC
 S.T.S., LLC
 TCS COMMUNICATIONS, LLC
 TESINC, LLC
 TESINC OF CALIFORNIA, INC.
 TRIPLE-D COMMUNICATIONS, LLC
 U G T I UNDERGROUND SPECIALTIES, LLC

UTILIQUEST, LLC
 WHITE MOUNTAIN CABLE
CONSTRUCTION, LLC

		
	By:	 	  

		 	Name:
		 	Title:
	
	MIDTOWN EXPRESS, LLC
		
	By:	 	  

		 	Name:
		 	Title:
	
	OSP SERVICES, LLC
		
	By:	 	  

		 	Name:
		 	Title:
	
	DYCOM INDUSTRIES, INC.
		
	By:	 	  

		 	Name:
		 	Title:



  
 E-3









 EXHIBIT F 
 [FORM OF SUPPLEMENTAL INDENTURE 
 TO BE DELIVERED BY SUBSEQUENT GUARANTORS]

 SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of
January 21, 2011, among                      (the “Guaranteeing Subsidiary”), a subsidiary of Dycom Investments, Inc.
(or its permitted successor), a Delaware corporation (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and U.S. Bank National Association, as trustee under the Indenture referred to
below (the “Trustee”). 
 W I T N E S S E T H 

WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of
January 21, 2011 providing for the issuance of 7.125% Senior Subordinated Notes due 2021 (the “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 Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Note
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 Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the 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 to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article 11 thereof. 

3. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer,
employee, incorporator, stockholder or agent of the Guaranteeing Subsidiary, as such, shall have any liability for any obligations of the Company or any Guaranteeing Subsidiary under the Notes, any Note 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 of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for
issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy. 

4. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.

 5. 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. 

  
 F-1









 6. EFFECT OF HEADINGS. The Section headings
herein are for convenience only and shall not affect the construction hereof. 
 7. 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 and the Company. 

  
 F-2









 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed and attested, all as of the date first above written. 
 Dated:
            , 20     
  

			
	[GUARANTEEING SUBSIDIARY]
		
	By:	 	  

		 	Name:
		 	Title:
	
	DYCOM INVESTMENTS, INC.
		
	By:	 	  

		 	Name:
		 	Title:
	
	[EXISTING GUARANTORS]
		
	By:	 	  

		 	Name:
		 	Title:
	
	 [TRUSTEE],
   as Trustee

		
	By:	 	  

		 	Authorized Signatory



  
 F-3