Indenture, dated December 1, 2005



 Exhibit 10.2 
 INDENTURE 
 Dated as of December 1, 2005 
 Among 
 AVAGO TECHNOLOGIES FINANCE PTE. LTD., 
 AVAGO TECHNOLOGIES U.S. INC., 
 AVAGO
TECHNOLOGIES WIRELESS (U.S.A.) MANUFACTURING INC., 
 THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO 
 and 
 THE BANK OF NEW YORK, 
 as Trustee 
 10  1/8% SENIOR NOTES DUE 2013 
 and 
 SENIOR FLOATING RATE NOTES DUE 2013 







 TABLE OF CONTENTS 
  


					
	 	    	 	  	Page
	 ARTICLE 1
	    	DEFINITIONS AND INCORPORATION BY REFERENCE	  	1
			
	 Section 1.01.
	    	Definitions	  	1
	 Section 1.02.
	    	Other Definitions	  	36
	 Section 1.03.
	    	Incorporation by Reference of Trust Indenture Act	  	37
	 Section 1.04.
	    	Rules of Construction	  	37
	 Section 1.05.
	    	Acts of Holders	  	38
			
	 ARTICLE 2
	    	THE NOTES	  	40
			
	 Section 2.01.
	    	Form and Dating; Terms	  	40
	 Section 2.02.
	    	Execution and Authentication	  	41
	 Section 2.03.
	    	Registrar, Paying Agent and Calculation Agent	  	42
	 Section 2.04.
	    	Paying Agent to Hold Money in Trust	  	42
	 Section 2.05.
	    	Holder Lists	  	43
	 Section 2.06.
	    	Transfer and Exchange	  	43
	 Section 2.07.
	    	Replacement Notes	  	57
	 Section 2.08.
	    	Outstanding Notes	  	57
	 Section 2.09.
	    	Treasury Notes	  	58
	 Section 2.10.
	    	Temporary Notes	  	58
	 Section 2.11.
	    	Cancellation	  	58
	 Section 2.12.
	    	Defaulted Interest	  	58
	 Section 2.13.
	    	CUSIP Numbers; ISIN Numbers	  	59
			
	 ARTICLE 3
	    	REDEMPTION	  	59
			
	 Section 3.01.
	    	Notices to Trustee	  	59
	 Section 3.02.
	    	Selection of Notes to Be Redeemed or Purchased	  	60
	 Section 3.03.
	    	Notice of Redemption	  	60
	 Section 3.04.
	    	Effect of Notice of Redemption	  	61
	 Section 3.05.
	    	Deposit of Redemption or Purchase Price	  	61
	 Section 3.06.
	    	Notes Redeemed or Purchased in Part	  	62
	 Section 3.07.
	    	Optional Redemption	  	62
	 Section 3.08.
	    	Redemption Upon Changes in Withholding Taxes	  	64
	 Section 3.09.
	    	Mandatory Redemption	  	65
	 Section 3.10.
	    	Offers to Repurchase by Application of Excess Proceeds	  	65
			
	 ARTICLE 4
	    	COVENANTS	  	67
			
	 Section 4.01.
	    	Payment of Notes	  	67
	 Section 4.02.
	    	Maintenance of Office or Agency	  	68
	 Section 4.03.
	    	Reports and Other Information	  	68
	 Section 4.04.
	    	Compliance Certificate	  	70
	 Section 4.05.
	    	Taxes	  	70
	 Section 4.06.
	    	Stay, Extension and Usury Laws	  	71
	 Section 4.07.
	    	Limitation on Restricted Payments	  	71

  

 i 









 TABLE OF CONTENTS 
 (continued) 
  


					
	 	    	 	  	Page
	 Section 4.08.
	    	Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries	  	78
	 Section 4.09.
	    	Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock	  	80
	 Section 4.10.
	    	Asset Sales	  	86
	 Section 4.11.
	    	Transactions with Affiliates	  	89
	 Section 4.12.
	    	Liens	  	91
	 Section 4.13.
	    	Corporate Existence	  	91
	 Section 4.14.
	    	Offer to Repurchase Upon Change of Control	  	91
	 Section 4.15.
	    	Limitation on Guarantees of Indebtedness by Restricted Subsidiaries	  	93
	 Section 4.16.
	    	Suspension of Covenants	  	94
	 Section 4.17.
	    	Additional Amounts	  	95
			
	 ARTICLE 5
	    	SUCCESSORS	  	97
			
	 Section 5.01.
	    	Merger, Consolidation or Sale of All or Substantially All Assets	  	97
	 Section 5.02.
	    	Successor Corporation Substituted	  	99
			
	 ARTICLE 6
	    	DEFAULTS AND REMEDIES	  	100
			
	 Section 6.01.
	    	Events of Default	  	100
	 Section 6.02.
	    	Acceleration	  	102
	 Section 6.03.
	    	Other Remedies	  	103
	 Section 6.04.
	    	Waiver of Past Defaults	  	103
	 Section 6.05.
	    	Control by Majority	  	103
	 Section 6.06.
	    	Limitation on Suits	  	103
	 Section 6.07.
	    	Rights of Holders of Notes to Receive Payment	  	104
	 Section 6.08.
	    	Collection Suit by Trustee	  	104
	 Section 6.09.
	    	Restoration of Rights and Remedies	  	104
	 Section 6.10.
	    	Rights and Remedies Cumulative	  	105
	 Section 6.11.
	    	Delay or Omission Not Waiver	  	105
	 Section 6.12.
	    	Trustee May File Proofs of Claim	  	105
	 Section 6.13.
	    	Priorities	  	106
	 Section 6.14.
	    	Undertaking for Costs	  	106
			
	 ARTICLE 7
	    	TRUSTEE	  	106
			
	 Section 7.01.
	    	Duties of Trustee	  	106
	 Section 7.02.
	    	Rights of Trustee	  	107
	 Section 7.03.
	    	Individual Rights of Trustee	  	109
	 Section 7.04.
	    	Trustee’s Disclaimer	  	109
	 Section 7.05.
	    	Notice of Defaults	  	109
	 Section 7.06.
	    	Reports by Trustee to Holders of the Notes	  	109
	 Section 7.07.
	    	Compensation and Indemnity	  	110
	 Section 7.08.
	    	Replacement of Trustee	  	111

  

 ii 









 TABLE OF CONTENTS 
 (continued) 
  

  

					
	 	    	 	  	Page
	 Section 7.09.
	    	Successor Trustee by Merger, etc	  	112
	 Section 7.10.
	    	Eligibility; Disqualification	  	112
	 Section 7.11.
	    	Preferential Collection of Claims Against Issuers	  	112
			
	 ARTICLE 8
	    	LEGAL DEFEASANCE AND COVENANT DEFEASANCE	  	112
			
	 Section 8.01.
	    	Option to Effect Legal Defeasance or Covenant Defeasance	  	112
	 Section 8.02.
	    	Legal Defeasance and Discharge	  	112
	 Section 8.03.
	    	Covenant Defeasance	  	113
	 Section 8.04.
	    	Conditions to Legal or Covenant Defeasance	  	114
	 Section 8.05.
	    	Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions	  	116
	 Section 8.06.
	    	Repayment to Issuers	  	116
	 Section 8.07.
	    	Reinstatement	  	117
			
	 ARTICLE 9
	    	AMENDMENT, SUPPLEMENT AND WAIVER	  	117
			
	 Section 9.01.
	    	Without Consent of Holders of Notes	  	117
	 Section 9.02.
	    	With Consent of Holders of Notes	  	118
	 Section 9.03.
	    	Compliance with Trust Indenture Act	  	120
	 Section 9.04.
	    	Revocation and Effect of Consents	  	120
	 Section 9.05.
	    	Notation on or Exchange of Notes	  	121
	 Section 9.06.
	    	Trustee to Sign Amendments, etc	  	121
	 Section 9.07.
	    	Payment for Consent	  	121
			
	 ARTICLE 10
	    	GUARANTEES	  	121
			
	 Section 10.01.
	    	Guarantee	  	122
	 Section 10.02.
	    	Limitation on Guarantor Liability	  	123
	 Section 10.03.
	    	Execution and Delivery	  	126
	 Section 10.04.
	    	Subrogation	  	127
	 Section 10.05.
	    	Benefits Acknowledged	  	127
	 Section 10.06.
	    	Release of Guarantees	  	127
			
	 ARTICLE 11
	    	SATISFACTION AND DISCHARGE	  	128
			
	 Section 11.01.
	    	Satisfaction and Discharge	  	128
	 Section 11.02.
	    	Application of Trust Money	  	129
			
	 ARTICLE 12
	    	MISCELLANEOUS	  	130
			
	 Section 12.01.
	    	Trust Indenture Act Controls	  	130
	 Section 12.02.
	    	Notices	  	130
	 Section 12.03.
	    	Communication by Holders of Notes with Other Holders of Notes	  	131
	 Section 12.04.
	    	Certificate and Opinion as to Conditions Precedent	  	131
	 Section 12.05.
	    	Statements Required in Certificate or Opinion	  	131
	 Section 12.06.
	    	Rules by Trustee and Agents	  	132

  

 iii 









 TABLE OF CONTENTS 
 (continued) 
  

  

					
	 	    	 	  	Page
	 Section 12.07.
	    	No Personal Liability of Directors, Officers, Employees and Stockholders	  	132
	 Section 12.08.
	    	Governing Law	  	132
	 Section 12.09.
	    	Consent to Jurisdiction, Service of Process and Immunity	  	132
	 Section 12.10.
	    	Waiver of Jury Trial	  	133
	 Section 12.11.
	    	Force Majeure	  	133
	 Section 12.12.
	    	No Adverse Interpretation of Other Agreements	  	133
	 Section 12.13.
	    	Successors	  	133
	 Section 12.14.
	    	Severability	  	134
	 Section 12.15.
	    	Counterpart Originals	  	134
	 Section 12.16.
	    	Table of Contents, Headings, etc	  	134
	 Section 12.17.
	    	Qualification of Indenture	  	134

  

			
	 EXHIBITS
	    	
	 Exhibit A-1
	    	 Form of Fixed Rate Note

	 Exhibit A-2
	    	 Form of Floating Rate Note

	 Exhibit B
	    	 Form of Certificate of Transfer

	 Exhibit C
	    	 Form of Certificate of Exchange

	 Exhibit D
	    	 Form of Supplemental Indenture to Be Delivered by Subsequent Guarantors


  

 iv 








 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)
	  	12.03
	 (c)
	  	12.03
	 313(a)
	  	7.06
	 (b)(1)
	  	N.A.
	 (b)(2)
	  	7.06;7.07
	 (c)
	  	7.06;12.02
	 (d)
	  	7.06
	 314(a)
	  	4.03;12.02;12.05
	 (b)
	  	N.A.
	 (c)(1)
	  	12.04
	 (c)(2)
	  	12.04
	 (c)(3)
	  	N.A.
	 (d)
	  	N.A.
	 (e)
	  	12.05
	 (f)
	  	N.A.
	 315(a)
	  	7.01
	 (b)
	  	7.05;12.02
	 (c)
	  	7.01
	 (d)
	  	7.01
	 (e)
	  	6.14
	 316(a)(last sentence)
	  	2.09
	 (a)(1)(A)
	  	6.05
	 (a)(1)(B)
	  	6.04
	 (a)(2)
	  	N.A.
	 (b)
	  	6.07
	 (c)
	  	2.12;9.04
	 317(a)(1)
	  	6.08
	 (a)(2)
	  	6.12
	 (b)
	  	2.04
	 318(a)
	  	12.01
	 (b)
	  	N.A.
	 (c)
	  	12.01

 N.A. means not applicable. 
  

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








 INDENTURE, dated as of December 1, 2005, among Avago Technologies Finance Pte. Ltd., a private
limited company organized under the laws of the Republic of Singapore (the “Company”), Avago Technologies U.S. Inc., a Delaware corporation, and Avago Technologies Wireless (U.S.A.) Manufacturing Inc., a Delaware corporation, (each
a “U.S. Issuer” and together the “U.S. Issuers” and, collectively with the Company, the “Issuers”), the Guarantors (as defined herein) listed on the signature pages hereto and The Bank of New York,
a New York banking corporation, as Trustee. 
 W I T N E S S E T H

 WHEREAS, the Issuers have duly authorized the creation of an issue of
(i) $500,000,000 aggregate principal amount of 10  1/8% Senior Notes due 2013 (the “Initial Fixed Rate
Notes”) and (ii) $250,000,000 aggregate principal amount of Senior Floating Rate Notes due 2013 (the “Initial Floating Rate Notes”); and 
 WHEREAS, each of the Issuers and the Guarantors has duly authorized the execution and delivery of this Indenture. 
 NOW, THEREFORE, the Issuers, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the
Holders of the Notes. 
 ARTICLE 1 
 DEFINITIONS AND INCORPORATION BY REFERENCE 
 Section 1.01. Definitions. 
 “144A Global Note” means a Global Note substantially in the form of Exhibit A-1 or Exhibit A-2 hereto, as the case may
be, bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of
the Notes sold in reliance on Rule 144A. 
 “Acquired Indebtedness” means, with respect to any specified Person,

 (1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of
such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging with or into or becoming a Restricted Subsidiary of such specified Person, and 
 (2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person. 
 “Additional Amounts” shall have the definition set forth in Section 4.17 hereof. All references in this Indenture to payments of
principal of, premium, if any, and interest on the 








 
Notes shall be deemed to include any applicable Additional Amounts that may become payable in respect of the Notes. 
 “Additional Fixed Rate Notes” means additional Fixed Rate Notes (other than the Initial Fixed Rate Notes and other than Exchange Notes
for such Initial Fixed Rate Notes) issued from time to time under this Indenture in accordance with Sections 2.01 and 4.09 hereof. 
 “Additional Floating Rate Notes” means additional Floating Rate Notes (other than the Initial Floating Rate Notes and other than Exchange Notes issued for such Initial Floating Rate Notes) issued from time to time under
this Indenture in accordance with Sections 2.01 and 4.09 hereof. 
 “Additional Interest” means all additional interest
then owing pursuant to the Registration Rights Agreement. 
 “Additional Notes” means Additional Fixed Rate Notes and
Additional Floating Rate 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. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled
by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through
the ownership of voting securities, by agreement or otherwise. 
 “Agent” means any Registrar, Paying Agent or Calculation
Agent. 
 “Agilent” means Agilent Technologies, Inc., a Delaware corporation. 
 “Applicable Premium” means, with respect to any Note on any Redemption Date, the greater of: 
 (1) 1.0% of the principal amount of such Note; and 
 (2) the excess, if any, of (a) the present value at such Redemption Date of (i) the redemption price of such Note at December 1, 2007 (with respect to any Floating Rate Note) or December 1, 2009 (with respect to any
Fixed Rate Note) (each such redemption price being set forth in Section 3.07 hereof), plus (ii) all required interest payments due on such Note through December 1, 2007 (with respect to any Floating Rate Note, assuming that the rate
of interest on the Floating Rate Notes for the period from the Redemption Date through December 1, 2007 will be equal to the rate of interest on the Floating Rate Notes in effect on the date on which the applicable notice of redemption is
given) or December 1, 2009 (with respect to any Fixed Rate Note) (excluding accrued but unpaid interest to the Redemption Date), computed using a discount rate equal to the 

  

 2 








 
Treasury Rate as of such Redemption Date plus 50 basis points; over (b) the principal amount of such Note. 
 “Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and
procedures of the Depositary, Euroclear and/or Clearstream that apply to such transfer or exchange. 
 “Asset Sale” means:

 (1) the sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions, of property
or assets (including by way of a Sale and Lease-Back Transaction) of the Company or any of its Restricted Subsidiaries (each referred to in this definition as a “disposition”); or 
 (2) the issuance or sale of Equity Interests of any Restricted Subsidiary (other than Preferred Stock of Restricted Subsidiaries issued in compliance with
Section 4.09 hereof, whether in a single transaction or a series of related transactions; 
 in each case, other than: 
 (a) any disposition of Cash Equivalents or Investment Grade Securities or obsolete or worn out equipment in the ordinary course of business or any
disposition of inventory or goods (or other assets) held for sale in the ordinary course of business; 
 (b) the disposition of all or
substantially all of the assets of the Company in a manner permitted pursuant to the provisions set forth under Section 5.01 hereof or any disposition that constitutes a Change of Control pursuant to this Indenture; 
 (c) the making of any Restricted Payment or Permitted Investment that is permitted to be made, and is made, under Section 4.07 hereof; 
 (d) any disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary in any transaction or series of transactions with an
aggregate fair market value of less than $15.0 million; 
 (e) any disposition of property or assets or issuance of securities by a
Restricted Subsidiary of the Company to the Company or by the Company or a Restricted Subsidiary of the Company to another Restricted Subsidiary of the Company; 
 (f) to the extent allowable under Section 1031 of the Internal Revenue Code of 1986 or comparable law or regulation, any exchange of like property (excluding any boot thereon) for use in a Similar Business;

 (g) the lease, assignment or sub-lease of any real or personal property in the ordinary course of business; 
  

 3 








 (h) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted
Subsidiary; 
 (i) foreclosures on assets; 
 (j) sales of accounts receivable, or participations therein, in connection with any Receivables Facility; and 
 (k) any financing transaction with respect to property built or acquired by the Company or any Restricted Subsidiary after the Issue Date, including Sale and Lease-Back Transactions and asset securitizations permitted by this Indenture.

 “Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors, or the law of
any other jurisdiction relating to bankruptcy, insolvency, winding up, liquidation, reorganization or relief of debtors. 
 “Broker-Dealer” has the meaning set forth in the Registration Rights Agreement. 
 “Business Day”
means each day which is not a Legal Holiday. 
 “Capital Stock” means: 
 (1) in the case of a corporation, corporate stock; 
 (2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; 
 (3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and 
 (4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of,
the issuing Person. 
 “Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount
of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP. 
 “Cash Equivalents” means: 
 (1) United States dollars; 
 (2) (a) euro or any national currency of any participating member state of the EMU; or 

 

 4 








 (b) in the case of any Foreign Subsidiary that is a Restricted Subsidiary, such local currencies held by
them from time to time in the ordinary course of business; 
 (3) securities issued or directly and fully and unconditionally guaranteed or
insured by the U.S. government or any agency or instrumentality thereof, the government of the Republic of Singapore, the World Bank or the Asian Development Bank, the securities of which are unconditionally guaranteed as a full faith and credit
obligation of any such government or entity with maturities of 24 months or less from the date of acquisition; 
 (4) certificates of
deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank
having capital and surplus of not less than $500.0 million in the case of U.S. banks and $100.0 million (or the U.S. dollar equivalent as of the date of determination) in the case of non-U.S. banks; 
 (5) repurchase obligations for underlying securities of the types set forth in clauses (3) and (4) entered into with any financial institution
meeting the qualifications specified in clause (4) above; 
 (6) commercial paper rated at least P-1 by Moody’s or at least A-1 by
S&P and in each case maturing within 24 months after the date of creation thereof; 
 (7) marketable short-term money market and
similar securities having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency) and
in each case maturing within 24 months after the date of creation thereof; 
 (8) investment funds investing 95% of their assets in
securities of the types set forth in clauses (1) through (7) above; 
 (9) readily marketable direct obligations issued by any
state, commonwealth or territory of the United States or any political subdivision or taxing authority thereof having an Investment Grade Rating from either Moody’s or S&P with maturities of 24 months or less from the date of
acquisition; and 
 (10) Indebtedness or Preferred Stock issued by Persons with a rating of “A” or higher from S&P or
“A2” or higher from Moody’s with maturities of 24 months or less from the date of acquisition. 
 Notwithstanding the
foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses (1) and (2) above, provided that 

  

 5 








 
such amounts are converted into any currency listed in clauses (1) and (2) as promptly as practicable and in any event within ten Business Days
following the receipt of such amounts. 
 “Change of Control” means the occurrence of any of the following: 
 (1) the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of the Company and its
Subsidiaries, taken as a whole, to any Person other than a Permitted Holder; or 
 (2) the Company becomes aware of (by way of a report or any
other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any
successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than the Permitted Holders, in a single transaction or in a
related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of 50% or more of the total
voting power of the Voting Stock of the Company or any of its direct or indirect parent companies holding directly or indirectly 100% of the total voting power of the Voting Stock of the Company. 
 “Company” has the meaning set forth in the first preamble to this Indenture; provided that when used in the context of determining
the fair market value of an asset or liability under this Indenture, “Company” shall be deemed to mean the board of directors of the Company when the fair market value is equal to or in excess of $50.0 million (unless otherwise
expressly stated). 
 “Clearstream” means Clearstream Banking, Société Anonyme. 
 “Consolidated Depreciation and Amortization Expense” means, with respect to any Person for any period, the total amount of depreciation
and amortization expense, including the amortization of deferred financing fees of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP. 
 “Consolidated Interest Expense” means, with respect to any Person for any period, without duplication, the sum of: 
 (1) consolidated interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted (and not added
back) in computing Consolidated Net Income (including (a) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (b) all commissions, discounts and other fees and charges owed with respect to
letters of credit or bankers acceptances, (c) non-cash interest payments (but excluding any non-cash interest expense attributable to the movement in the mark to market valuation of Hedging Obligations or other derivative instruments pursuant
to GAAP), (d) the interest component of Capitalized Lease 

  

 6 








 
Obligations, and (e) net payments, if any, pursuant to interest rate Hedging Obligations with respect to Indebtedness, and excluding (t) accretion
or accrual of discounted liabilities other than Indebtedness, (u) any expense resulting from the discounting of any Indebtedness in connection with the application of purchase accounting in connection with any acquisition, (v) any
Additional Interest and any comparable “Additional Interest” with respect to the Subordinated Notes or other securities (w) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses, (x) any
expensing of bridge, commitment and other financing fees, (y) interest with respect to Indebtedness of any direct or indirect parent of such Person appearing upon the balance sheet of such Person solely by reason of push-down accounting under
GAAP, and (z) Receivables Fees and any other commissions, discounts, yield and other fees and charges (including any interest expense) related to a Receivables Facility); plus 
 (2) consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued; less 
 (3) interest income for such period. 
 For
purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by such Person to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with
GAAP. 
 “Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the Net Income of such
Person and its Restricted Subsidiaries for such period, on a consolidated basis and otherwise determined in accordance with GAAP; provided, however, that, without duplication, 
 (1) any after-tax effect of extraordinary, non-recurring or unusual gains or losses (less all fees and expenses relating thereto) or extraordinary,
non-recurring or unusual expenses, severance, relocation costs and curtailments or modifications to pension and post-retirement employee benefit plans and, to the extent incurred on or prior to April 30, 2007, other expenses (including start-up
and transition costs) relating to the Transactions, shall be excluded, 
 (2) the cumulative effect of a change in accounting principles
during such period shall be excluded, 
 (3) any after-tax effect of income (loss) from disposed, abandoned, transferred, closed or
discontinued operations and any net after-tax gains or losses on disposal of disposed, abandoned, transferred, closed or discontinued operations shall be excluded, 
 (4) any after-tax effect of gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions other than in the ordinary course of business, as determined in good faith by the Company,
shall be excluded, 
  

 7 








 (5) the Net Income for such period of any Person that is not a Subsidiary, or is an Unrestricted
Subsidiary, or that is accounted for by the equity method of accounting, shall be excluded; provided, however, that Consolidated Net Income of the Company shall be increased by the amount of dividends or distributions or other payments
that are actually paid in cash (or to the extent converted into cash) to the referent Person or a Restricted Subsidiary thereof in respect of such period, 
 (6) solely for the purpose of determining the amount available for Restricted Payments under clause (3)(a) of Section 4.07(a) hereof, the Net Income for such period of any Restricted Subsidiary (other than
any U.S. Issuer or any Guarantor) shall be excluded if the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not at the date of determination wholly permitted without any prior
governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that
Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived, provided that Consolidated Net Income of the Company will be increased by the amount
of dividends or other distributions or other payments actually paid in cash (or to the extent converted into cash) to the Company or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein, 

(7) effects of adjustments (including the effects of such adjustments pushed down to the Company and its Restricted Subsidiaries) in the property and
equipment, inventory, intangible assets, deferred revenue and debt line items in such Person’s consolidated financial statements pursuant to GAAP resulting from the application of purchase accounting in relation to the Transactions or any
consummated acquisition or the amortization or write-off (including the write-off of in-process research and development in connection with the Transactions) of any amounts thereof, net of taxes, shall be excluded, 
 (8) any after-tax effect of income (loss) from the early extinguishment of Indebtedness or Hedging Obligations or other derivative instruments shall
be excluded, 
 (9) any impairment charge or asset write-off, in each case, pursuant to GAAP and the amortization of intangibles arising
pursuant to GAAP shall be excluded, 
 (10) any non-cash compensation expense recorded from grants of stock appreciation or similar rights,
stock options, restricted stock or other rights shall be excluded, 
 (11) any fees and expenses incurred during such period, or any
amortization thereof for such period, in connection with any acquisition, disposition, recapitalization, Investment, Asset Sale, issuance or repayment of Indebtedness, issuance of Equity Interests, refinancing transaction or amendment or
modification of any debt instrument (in each case, including any such transaction consummated prior to the Issue Date and 

  

 8 








 
any such transaction undertaken but not completed) and any charges or non-recurring merger costs incurred during such period as a result of any such
transaction shall be excluded, and 
 (12) accruals and reserves that are established or adjusted as a result of the Transactions in
accordance with GAAP or changes as a result of adoption of or modification of accounting policies, in each case, within twelve months after the Issue Date, shall be excluded. 
 Notwithstanding the foregoing, for the purpose of Section 4.07 hereof only (other than clause (3)(d) of Section 4.07(a) hereof), there
shall be excluded from Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by the Company and its Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments from the
Company and its Restricted Subsidiaries, any repayments of loans and advances which constitute Restricted Investments by the Company or any of its Restricted Subsidiaries, any sale of the stock of an Unrestricted Subsidiary or any distribution or
dividend from an Unrestricted Subsidiary, in each case only to the extent such amounts increase the amount of Restricted Payments permitted under clause (3)(d) of Section 4.07(a) hereof. 
 “Consolidated Net Tangible Assets” means the total amount of assets (less applicable reserves and other properly deductible items) after
deducting (i) all current liabilities (excluding the amount of those which are by their terms extendable or renewable at the option of the obligor to a date more than 12 months after the date as of which the amount is being determined) and
(2) all goodwill, tradenames, patents, unamortized debt discount and expense and other intangible assets, all as set forth on the most recent balance sheet of the Company and its consolidated Restricted Subsidiaries and determined in accordance
with GAAP. 
 “Consolidated Secured Debt Ratio” as of any date of determination means, the ratio of (1) Consolidated
Total Indebtedness of the Company and its Restricted Subsidiaries that is secured by Liens as of the end of the most recent fiscal period for which internal financial statements are available immediately preceding the date on which such event for
which such calculation is being made shall occur to (2) the Company’s EBITDA for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such event for
which such calculation is being made shall occur, in each case with such pro forma adjustments to Consolidated Total Indebtedness and EBITDA as are appropriate and consistent with the pro forma adjustment provisions set forth in the
definition of Fixed Charge Coverage Ratio. 
 “Consolidated Senior Credit Facilities Debt Ratio” as of any date of
determination means, the ratio of (1) Indebtedness of the Company and its Restricted Subsidiaries outstanding under the Senior Credit Facilities (other than any second lien tranche of Indebtedness under the Senior Credit Facilities issued
subsequent to the Issue Date) as of the end of the most recent fiscal period for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur, minus the
aggregate cash included in the cash accounts listed on the consolidated balance sheet of the Company and its Restricted Subsidiaries in excess of $15.0 million and undrawn letters of credit to (2) the 

  

 9 








 
Company’s EBITDA for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the
date on which such event for which such calculation is being made shall occur, in each case with such pro forma adjustments to (a) Indebtedness under the Senior Credit Facilities and EBITDA as are appropriate and consistent with the pro forma
adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio and (b) cash accounts, after giving pro forma effect to any Restricted Payments pursuant to clause (17) of Section 4.07(b) hereof. 
 “Consolidated Total Indebtedness” means, as at any date of determination, an amount equal to the sum of (1) the aggregate amount of
all outstanding Indebtedness of the Company and its Restricted Subsidiaries on a consolidated basis consisting of Indebtedness for borrowed money, Obligations in respect of Capitalized Lease Obligations and debt obligations evidenced by promissory
notes and similar instruments (and excluding, for the avoidance of doubt, all obligations relating to Receivables Facilities) and (2) the aggregate amount of all outstanding Disqualified Stock of the Company and all Preferred Stock of its
Restricted Subsidiaries on a consolidated basis, with the amount of such Disqualified Stock and Preferred Stock equal to the greater of their respective voluntary or involuntary liquidation preferences and maximum fixed repurchase prices, in each
case determined on a consolidated basis in accordance with GAAP. For purposes hereof, the “maximum fixed repurchase price” of any Disqualified Stock or Preferred Stock that does not have a fixed repurchase price shall be calculated in
accordance with the terms of such Disqualified Stock or Preferred Stock as if such Disqualified Stock or Preferred Stock were purchased on any date on which Consolidated Total Indebtedness shall be required to be determined pursuant to this
Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock or Preferred Stock, such fair market value shall be determined reasonably and in good faith by the Company. 
 “Consolidated Total Leverage Ratio” as of any date of determination means, the ratio of (1) Consolidated Total Indebtedness of the
Company and its Restricted Subsidiaries as of the end of the most recent fiscal period for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur to
(2) the Company’s EBITDA for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur,
in each case with such pro forma adjustments to Consolidated Total Indebtedness and EBITDA as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio. 
 “Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other
obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of
such Person, whether or not contingent, 
 (1) to purchase any such primary obligation or any property constituting direct or indirect
security therefor, 
 (2) to advance or supply funds 
  

 10 








 (a) for the purchase or payment of any such primary obligation, or 
 (b) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, or

 (3) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the
ability of the primary obligor to make payment of such primary obligation against loss in respect thereof. 
 “Corporate Trust Office
of the Trustee” shall be at the address of the Trustee specified in Section 12.02 hereof or such other address as to which the Trustee may give notice to the Holders and the Issuers. 
 “Credit Facilities” means, with respect to the Company or any of its Restricted Subsidiaries, one or more debt facilities, including the
Senior Credit Facilities, or other financing arrangements (including, without limitation, commercial paper facilities or indentures) providing for revolving credit loans, term loans, letters of credit or other long-term indebtedness, including any
notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements or refundings thereof and any indentures or credit
facilities or commercial paper facilities that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that
increases the amount permitted to be borrowed thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted under Section 4.09 hereof) or adds Restricted Subsidiaries as additional borrowers or
guarantors thereunder and whether by the same or any other agent, lender or group of lenders. 
 “Custodian” means the
Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto. 
 “Default” means any event
that is, or with the passage of time or the giving of notice or both would be, an Event of Default. 
 “Definitive Note”
means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.06(c) hereof, substantially in the form of Exhibit A-1 or A-2 hereto, as the case may be, 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 Asset Sales” means Asset Sales of business units or product lines and related assets (other than the Electronics Components Business Unit), in each case substantially as 

  

 11 








 
an entirety, which are designated as “Designated Asset Sales,” pursuant to an Officer’s Certificate executed by the principal financial
officer of the Company on the date of sale, the net proceeds of which shall be permitted to be used to redeem the Notes in accordance with Section 3.07 hereof or to make Restricted Payments set forth in clause (17) of Section 4.07(b)
hereof; provided, however, (i) that after giving pro forma effect to any such Designated Asset Sale and the application of such net proceeds, the Company’s Consolidated Senior Credit Facilities Debt Ratio would be less than
or equal to (x) the Company’s Consolidated Senior Credit Facilities Debt Ratio immediately prior to such asset sale and (y) 1.5 to 1.0, (ii) after giving pro forma effect to any such Designated Asset Sale and the application of
such net proceeds, the Company’s Consolidated Total Leverage Ratio shall be less than or equal to (x) the Company’s Consolidated Total Leverage Ratio immediately prior to such asset sale and (y) 3.0 to 1.0, and (iii) at the
time of such Designated Asset Sale, at least $250.0 million of outstanding term Indebtedness under the Senior Credit Facilities outstanding on the Issue Date or subsequent to the Issue Date pursuant to the Tranche B-2 Term Loan Commitment (as
defined in the Senior Credit Facilities as in effect on the Issue Date) shall have been repaid since the Issue Date; provided further, however, that the Company will not be required to satisfy the conditions under clause
(2) of Section 4.10(a) hereof if the Company intends in good faith at the time such Designated Asset Sale is consummated, as evidenced in the Officer’s Certificate, to use any non-cash consideration in excess of the amount otherwise
permitted by the provisions of such clause (2) to make Restricted Payments pursuant to clause (17) of Section 4.07(b) hereof. 
 “Designated Non-cash Consideration” means the fair market value of non-cash consideration received by the Company or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash
Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, executed by the principal financial officer of the Company, less the amount of cash or Cash Equivalents received in connection with a subsequent sale
of or collection on such Designated Non-cash Consideration. 
 “Designated Preferred Stock” means Preferred Stock of the
Company or any parent corporation thereof (in each case other than Disqualified Stock) that is issued for cash (other than to a Restricted Subsidiary or an employee stock ownership plan or trust established by the Company or any of its Subsidiaries)
and is so designated as Designated Preferred Stock, pursuant to an Officer’s Certificate executed by the principal financial officer of the Company or the applicable parent corporation thereof, as the case may be, on the issuance date thereof,
the cash proceeds of which are excluded from the calculation set forth in clause (3) of Section 4.07(a) hereof. 
 “Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which, by its terms, or by the terms of any security into which it is convertible or for which it is putable or exchangeable, or upon
the happening of any event, matures or is mandatorily redeemable (other than solely as a result of a change of control or asset sale) pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other
than solely as a result of a change of control or asset sale), in whole or in part, in each case prior to the date 91 days after the earlier of the maturity date of the Notes or the date the Notes are no longer outstanding; provided,
however, that if such Capital Stock is issued to any plan for the benefit of employees of the Company or its Subsidiaries or by any such plan to 

  

 12 








 
such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Company or its
Subsidiaries in order to satisfy applicable statutory or regulatory obligations. 
 “EBITDA” means, with respect to any
Person for any period, the Consolidated Net Income of such Person for such period 
 (1) increased (without duplication) by: 
 (a) provision for taxes based on income or profits or capital, including, without limitation, state, franchise and similar taxes and foreign withholding
taxes of such Person paid or accrued during such period deducted (and not added back) in computing Consolidated Net Income; plus  
 (b) Fixed Charges of such Person for such period (including (x) net losses or Hedging Obligations or other derivative instruments entered into for the purpose of hedging interest rate risk and (y) costs of surety bonds in
connection with financing activities, in each case, to the extent included in Fixed Charges) to the extent the same was deducted (and not added back) in calculating such Consolidated Net Income; plus  
 (c) Consolidated Depreciation and Amortization Expense of such Person for such period to the extent the same were deducted (and not added back) in
computing Consolidated Net Income; plus  
 (d) the amount of any restructuring charge or reserve deducted (and not added back) in such
period in computing Consolidated Net Income, including any one-time costs incurred in connection with acquisitions after the Issue Date and costs related to the closure and/or consolidation of facilities; plus  
 (e) any other non-cash charges, including any write-off or write downs, reducing Consolidated Net Income for such period (provided that if any such
non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from EBITDA to such extent, and excluding amortization of a prepaid cash
item that was paid in a prior period); plus  
 (f) the amount of any minority interest expense consisting of Subsidiary income
attributable to minority equity interests of third parties in any non-Wholly Owned Subsidiary deducted (and not added back) in such period in calculating Consolidated Net Income; plus  
 (g) the amount of management, monitoring, consulting and advisory fees and related expenses paid in such period to the Investors to the extent otherwise
permitted under Section 4.11 hereof; plus  
  

 13 








 (h) for any period that includes a fiscal quarter occurring prior to the fifth fiscal quarter after the
Issue Date, the excess of (A) any expenses allocated by Agilent to the historical financial statements of its Semiconductor Products Business segment for services and other items provided previously by Agilent, and any expenses of the type
previously allocated by Agilent that are incurred by the Company and its Restricted Subsidiaries on or after the Issue Date and prior to the fifth fiscal quarter after the Issue Date, over (B) the portion of the $157 million of annual
stand-alone expenses allocated in lieu of the expenses set forth in clause (A) applicable to such period (which adjustments may be incremental to, but not duplicative of, pro forma adjustments made pursuant to the second paragraph of the
definition of “Fixed Charge Coverage Ratio”); plus  
 (i) commencing with the fifth fiscal quarter following the
Issue Date, the amount of net cost savings projected by the Company in good faith to be realized as a result of specified actions taken by the Company and its Restricted Subsidiaries (calculated on a pro forma basis as though such cost
savings had been realized on the first day of such period), net of the amount of actual benefits realized during such period from such actions; provided, however, that (x) such cost savings are reasonably identifiable and
factually supportable, (y) such actions are taken on or prior to the third anniversary of the Issue Date and (z) the aggregate amount of cost savings added pursuant to this clause (i) shall not exceed $15.0 million for any four
consecutive quarter period (which adjustments may be incremental to, but not duplicative of, pro forma adjustments made pursuant to the second paragraph of the definition of “Fixed Charge Coverage Ratio”); plus  

(j) any costs or expense incurred by the Company or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other
management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of the Company or net cash proceeds of an issuance
of Equity Interest of the Company (other than Disqualified Stock) solely to the extent that such net cash proceeds are excluded from the calculation set forth in clause (3) of Section 4.07(a) hereof; 
 (2) decreased by (without duplication) non-cash gains increasing Consolidated Net Income of such Person for such period, excluding any non-cash gains to
the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced EBITDA in any prior period, and 
 (3)
increased or decreased by (without duplication): 
 (a) any net gain or loss resulting in such period from Hedging Obligations and the
application of Statement of Financial Accounting Standards No. 133; plus or minus, as applicable, 
  

 14 








 (b) any net gain or loss resulting in such period from currency translation gains or losses related to
currency remeasurements of Indebtedness (including any net loss or gain resulting from hedge agreements for currency exchange risk). 
 “Electronics Components Business Unit” means only the Company’s optocoupler, optoelectronic/LED, optical mouse sensor, infrared transceiver and motion controller product lines. 
 “EMU” means economic and monetary union as contemplated in the Treaty on European Union. 
 “Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock, but excluding any debt
security that is convertible into, or exchangeable for, Capital Stock. 
 “Equity Offering” means any public or private sale
for cash of common stock or Preferred Stock of the Company or any of its direct or indirect parent companies (excluding Disqualified Stock), other than: 
 (1) public offerings with respect to the Company’s or any direct or indirect parent company’s common stock registered on Form S-8; 
 (2) issuances to any Subsidiary of the Company; and 
 (3) any such public or private sale that constitutes an Excluded Contribution. 
 “euro” means the single currency
of participating member states of the EMU. 
 “Euroclear” means Euroclear S.A./N.V., as operator of the Euroclear system.

 “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated
thereunder. 
 “Exchange 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. 
 “Excluded Contribution” means net cash proceeds, marketable securities or Qualified Proceeds received by the Company from 
 (1) contributions to its common equity capital, and 
  

 15 








 (2) the sale (other than to a Subsidiary of the Company or to any management equity plan or stock option
plan or any other management or employee benefit plan or agreement of the Company) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of the Company, 
 in each case designated as Excluded Contributions pursuant to an officer’s certificate executed by the principal financial officer of the Company on the date such capital contributions are made or the date such
Equity Interests are sold, as the case may be, which are excluded from the calculation set forth in clause (3) of Section 4.07(a) hereof. 
 “Fixed Charge Coverage Ratio” means, with respect to any Person for any period, the ratio of EBITDA of such Person for such period to the Fixed Charges of such Person for such period. In the event that the Company or any
Restricted Subsidiary incurs, assumes, guarantees, redeems, defeases, retires or extinguishes any Indebtedness (other than Indebtedness incurred under any revolving credit facility unless such Indebtedness has been permanently repaid and has not
been replaced) or issues or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to or simultaneously with the event for which the
calculation of the Fixed Charge Coverage Ratio is made (the “Fixed Charge Coverage Ratio Calculation Date”), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption,
guarantee, redemption, defeasance, retirement or extinguishment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period. 

For purposes of making the computation referred to above, the disposition of the Company’s camera module business and any other Investments,
acquisitions, dispositions, mergers, consolidations and disposed operations that have been made by the Company or any of its Restricted Subsidiaries, including the Transactions, during the four-quarter reference period or subsequent to such
reference period and on or prior to or simultaneously with the Fixed Charge Coverage Ratio Calculation Date shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, consolidations and
disposed operations (and the change in any associated fixed charge obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that
subsequently became a Restricted Subsidiary or was merged with or into the Company or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, acquisition, disposition, merger, consolidation or disposed
operation that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger,
consolidation or disposed operation had occurred at the beginning of the applicable four-quarter period. 
 For purposes of this definition,
whenever pro forma effect is to be given to a transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Company. If any Indebtedness bears a floating rate of interest
and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Fixed Charge Coverage Ratio Calculation Date had been the applicable rate for 

  

 16 








 
the entire period (taking into account any Hedging Obligations applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed
to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Company to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the
computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period except as set
forth in the first paragraph of this definition. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to
have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Company may designate. 
 “Fixed Charges” means, with respect to any Person for any period, the sum of: 
 (1) Consolidated Interest Expense
of such Person for such period; 
 (2) all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any
series of Preferred Stock during such period; and 
 (3) all cash dividends or other distributions paid (excluding items eliminated in
consolidation) on any series of Disqualified Stock during such period. 
 “Fixed Rate Notes” means the Initial Fixed Rate
Notes and any Additional Fixed Rate Notes. 
 “Floating Rate Notes” means the Initial Floating Rate Notes and any Additional
Floating Rate Notes. 
 “Foreign Subsidiary” means, with respect to any Person, any Restricted Subsidiary of such Person that
is not organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof and any Restricted Subsidiary of such Foreign Subsidiary. 
 “GAAP” means generally accepted accounting principles in the United States which are in effect on the Issue Date. 
 “Global Note Legend” means the legend set forth in Section 2.06(g)(ii) hereof, which is required to be placed on all Global Notes
issued under this Indenture. 
 “Global Notes” means, individually and collectively, each of the Restricted Global Notes and
the Unrestricted Global Notes, substantially in the form of Exhibit A-1 or A-2 hereto, as the case may be, issued in accordance with Section 2.01, 2.06(b), 2.06(d) or 2.06(f) hereof. 
 “Government Securities” means securities that are: 
  

 17 








 (1) direct obligations of the United States of America for the timely payment of which its full faith and
credit is pledged; or 
 (2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United
States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, 
 which,
in either case, are not callable or redeemable at the option of the issuers thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such
Government Securities or a specific payment of principal of or interest on any such Government Securities held by such custodian for the account of the holder of such depository receipt; provided, however, that (except as required by
law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Securities or the specific payment of principal of or
interest on the Government Securities evidenced by such depository receipt. 
 “guarantee” means a guarantee (other than by
endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or
other obligations. 
 “Guarantee” means the guarantee by any Guarantor of the Company’s Obligations under this
Indenture. 
 “Guarantor” means, each Restricted Subsidiary that Guarantees the Notes in accordance with the terms of this
Indenture. 
 “Hedging Obligations” means, with respect to any Person, the obligations of such Person under any interest rate
swap agreement, interest rate cap agreement, interest rate collar agreement, commodity swap agreement, commodity cap agreement, commodity collar agreement, foreign exchange contract, currency swap agreement or similar agreement providing for the
transfer or mitigation of interest rate or currency risks either generally or under specific contingencies. 
 “Holder” means
the Person in whose name a Note is registered on the Registrar’s books. 
 “Indebtedness” means, with respect to any
Person, without duplication: 
 (1) any indebtedness (including principal and premium) of such Person, whether or not contingent: 

(a) in respect of borrowed money; 
  

 18 








 (b) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’
acceptances (or, without duplication, reimbursement agreements in respect thereof); 
 (c) representing the balance deferred and unpaid of the
purchase price of any property (including Capitalized Lease Obligations), except (i) any such balance that constitutes a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course of business and
(ii) any earn-out obligations until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP; 
 (d) representing any Hedging Obligations; or 
 (e) during a Suspension Period only, obligations in respect of Sale and Lease-Back
Transactions in an amount equal to the present value of such obligations during the remaining term of the lease using a discount rate equal to the rate of interest implicit in such transaction determined in accordance with GAAP, if and to the extent
that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon the balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP; provided,
however, that Indebtedness of any direct or indirect parent of the Company appearing upon the balance sheet of the Company solely by reason of push-down accounting under GAAP, shall be excluded; 
 (2) to the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the
obligations of the type referred to in clause (1) of a third Person (whether or not such items would appear upon the balance sheet of the such obligor or guarantor), other than by endorsement of negotiable instruments for collection in the
ordinary course of business; and 
 (3) to the extent not otherwise included, the obligations of the type referred to in clause (1) of a
third Person secured by a Lien on any asset owned by such first Person, whether or not such Indebtedness is assumed by such first Person; 
 provided,
however, that notwithstanding the foregoing, Indebtedness shall be deemed not to include (a) Contingent Obligations incurred in the ordinary course of business or (b) obligations under or in respect of Receivables Facilities.

 “Indenture” means this Indenture, as amended or supplemented from time to time. 
 “Independent Financial Advisor” means an accounting, appraisal, investment banking firm or consultant to Persons engaged in similar
businesses of nationally recognized standing that is, in the good faith judgment of the Company, qualified to perform the task for which it has been engaged. 
  

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 “Indirect Participant” means a Person who holds a beneficial interest in a Global Note
through a Participant. 
 “Initial Fixed Rate Notes” shall have the meaning as set forth in the recitals hereto. 

“Initial Floating Rate Notes” shall have the meaning as set forth in the recitals hereto. 
 “Initial Notes” means the Initial Fixed Rate Notes and the Initial Floating Rate Notes. 
 “Initial Purchasers” means Lehman Brothers Inc., Citigroup Global Markets Singapore Pte. Ltd. and Credit Suisse First Boston (Singapore)
Limited. 
 “Interest Payment Date” means June 1 and December 1 of each year to Stated Maturity with respect to the
Fixed Rate Notes and March 1, June 1, September 1, and December 1 of each year to Stated Maturity with respect to the Floating Rate Notes. 
 “Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency.

 “Investment Grade Securities” means: 
 (1) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (other than Cash Equivalents); 
 (2) debt securities or debt instruments with an Investment Grade Rating, but excluding any debt securities or instruments constituting loans or advances
among the Company and its Subsidiaries; 
 (3) investments in any fund that invests exclusively in investments of the type set forth in
clauses (1) and (2) which fund may also hold immaterial amounts of cash pending investment or distribution; and 
 (4) corresponding
instruments in countries other than the United States customarily utilized for high quality investments. 
 “Investments”
means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit, advances to
customers, commission, travel and similar advances to officers and employees, in each case made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by
any other Person and investments that are required by GAAP to be classified on the balance sheet (excluding the footnotes) of the Company in the 

  

 20 








 
same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. For purposes
of the definition of “Unrestricted Subsidiary” and Section 4.07 hereof: 
 (1) “Investments” shall include the
portion (proportionate to the Company’s Equity Interest in such Subsidiary) of the fair market value of the net assets of a Subsidiary of the Company at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided,
however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Company shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to:

 (a) the Company’s “Investment” in such Subsidiary at the time of such redesignation; less 
 (b) the portion (proportionate to the Company’s Equity Interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at
the time of such redesignation; and 
 (2) any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market
value at the time of such transfer, in each case as determined in good faith by the Company. 
 “Investors” means Kohlberg
Kravis Roberts & Co. L.P., Silver Lake Partners and each of their respective Affiliates, but not including, however, any portfolio companies of any of the foregoing. 
 “Issue Date” means December 1, 2005. 
 “Issuers” has the meaning set forth in the preamble to this Indenture. 
 “Issuers’ Order” means a written request or order signed on behalf of the Issuers by an Officer of the Company, who must be the principal executive officer, the principal financial officer, the treasurer or the
principal accounting officer, or other authorized Person of the Company, and delivered to the Trustee. 
 “Legal Holiday”
means a Saturday, a Sunday or a day on which commercial banking institutions are not required to be open in the State of New York. 
 “Letter of Transmittal” means the letter of transmittal to be prepared by the Issuers 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 (statutory or otherwise), pledge, hypothecation, charge, security interest,
preference, priority or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof,
any option or other agreement to sell or give a security interest in and any filing 

  

 21 








 
of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided,
however, that in no event shall an operating lease be deemed to constitute a Lien. 
 “Moody’s” means
Moody’s Investors Service, Inc. and any successor to its rating agency business. 
 “Net Income” means, with respect to
any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends. 
 “Net Proceeds” means the aggregate cash proceeds received by the Company or any of its Restricted Subsidiaries in respect of any Asset Sale, including any cash received upon the sale or other
disposition of any Designated Non-cash Consideration received in any Asset Sale, net of the direct costs relating to such Asset Sale and the sale or disposition of such Designated Non-cash Consideration, including legal, accounting and investment
banking fees, and brokerage and sales commissions, any relocation expenses incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements),
amounts required to be applied to the repayment of principal, premium, if any, and interest on Indebtedness (other than Subordinated Indebtedness) required (other than required by clause (1) of Section 4.10(b) hereof) to be paid as a
result of such transaction and any deduction of appropriate amounts to be provided by the Company or any of its Restricted Subsidiaries as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such
transaction and retained by the Company or any of its Restricted Subsidiaries after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against
any indemnification obligations associated with such transaction. 
 “Non-U.S. Person” means a Person who is not a U.S.
Person. 
 “Notes” means the Initial Fixed Rate Notes and the Initial Floating Rate Notes and more particularly means any
Note authenticated and delivered under this Indenture. For all purposes of this Indenture, the term “Notes” shall also include any Additional Fixed Rate Notes and Additional Floating Rate Notes that may be issued under a supplemental
indenture. The Fixed Rate Notes (including any Exchange Notes issued in exchange therefor) and the Floating Rate Notes (including any Exchange Notes issued in exchange therefor) are separate series of Notes, but shall be treated as a single class
for all purposes under this Indenture, except as set forth herein. For purposes of this Indenture, all references to Notes to be issued or authenticated upon transfer, replacement or exchange shall be deemed to refer to Notes of the applicable
series. 
 “Obligations” means any principal, interest (including any interest accruing subsequent to the filing of a
petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), penalties, fees,
indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and banker’s acceptances), damages and other liabilities, and guarantees of payment of such 

  

 22 








 
principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any
Indebtedness. 
 “Offering Memorandum” means the offering memorandum, dated November 21, 2005, relating to the sale of
the Initial Notes. 
 “Officer” means the Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer,
the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer, the Secretary, or any other authorized Person of the Company, a U.S. Issuer or a Guarantor, as applicable. 
 “Officer’s Certificate” means a certificate signed on behalf of a Person by an Officer of such Person, who must be the principal
executive officer, the principal financial officer, the treasurer, the principal accounting officer or any other authorized Officer of such Person, that meets the requirements set forth in this Indenture. 
 “Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or
counsel to the 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 Asset Swap” means the concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and cash or Cash Equivalents between the Company or any
of its Restricted Subsidiaries and another Person; provided, however, that any cash or Cash Equivalents received must be applied in accordance with Section 4.10 hereof. 
 “Permitted Holders” means each of the Investors and members of management of the Company (or its direct or indirect parent companies) who
are holders of Equity Interests of the Company (or any of its direct or indirect parent companies) on the Issue Date and any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision)
of which any of the foregoing are members; provided, however, that, in the case of such group and without giving effect to the existence of such group or any other group, such Investors and members of management, collectively, have
beneficial ownership of more than 50% of the total voting power of the Voting Stock of the Company or any of its direct or indirect parent companies. 
 “Permitted Investments” means: 
 (1) any Investment in the Company or any of its Restricted
Subsidiaries; 
 (2) any Investment in cash and Cash Equivalents or Investment Grade Securities; 
  

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 (3) any Investment by the Company or any of its Restricted Subsidiaries in a Person that is engaged in a
Similar Business if as a result of such Investment: 
 (a) such Person becomes a Restricted Subsidiary; or 
 (b) such Person, in one transaction or a series of related transactions, is merged or consolidated with or into, or transfers or conveys substantially all
of its assets to, or is liquidated into, the Company or a Restricted Subsidiary, 
 and, in each case, any Investment held by such Person; provided,
however, that such Investment was not acquired by such Person in contemplation of such acquisition, merger, consolidation or transfer; 
 (4) any Investment in securities or other assets not constituting cash, Cash Equivalents or Investment Grade Securities and received in connection with an Asset Sale made pursuant to the provisions of Section 4.10 hereof or any other
disposition of assets not constituting an Asset Sale; 
 (5) any Investment existing on the Issue Date; 
 (6) any Investment acquired by the Company or any of its Restricted Subsidiaries: 
 (a) in exchange for any other Investment or accounts receivable held by the Company or any such Restricted Subsidiary in connection with or as a result of
a bankruptcy, workout, reorganization or recapitalization of the Company of such other Investment or accounts receivable; or 
 (b) as a
result of a foreclosure by the Company or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default; 
 (7) Hedging Obligations permitted under clause (10) of Section 4.09(b) hereof; 
 (8) Investments the payment for which consists of Equity Interests (exclusive of Disqualified Stock) of the Company, or any of its direct or indirect
parent companies; provided, however, that such Equity Interests will not increase the amount available for Restricted Payments under clause (3) of Section 4.07(a) hereof; 
 (9) guarantees of Indebtedness permitted under Section 4.09 hereof; 
 (10) any transaction to the extent it constitutes an Investment that is permitted and made in accordance with the provisions of Section 4.11(b) hereof (except transactions set forth in clauses (2), (5) and
(9) of Section 4.11(b) hereof); 
  

 24 








 (11) Investments relating to a Receivables Subsidiary that, in the good faith determination of the
Company are necessary or advisable to effect transactions contemplated under the Receivables Facility; 
 (12) additional Investments having
an aggregate fair market value, taken together with all other Investments made pursuant to this clause (12) that are at that time outstanding (without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such
sale do not consist of cash or marketable securities), not to exceed the greater of $100.0 million and 4.0% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and
without giving effect to subsequent changes in value); 
 (13) any Investment in a Qualified Joint Venture having an aggregate fair market
value, taken together with all other Investments made pursuant to this clause (13) that are at that time outstanding, not to exceed $50.0 million and 2.0% of Total Assets at the time of such Investment (with the fair market value of each
Investment being measured at the time made and without giving effect to subsequent changes in value); 
 (14) advances to, or guarantees of
Indebtedness of, employees not in excess of $15.0 million outstanding at any one time, in the aggregate; and 
 (15) loans and advances to
officers, directors and employees for business-related travel expenses, moving expenses and other similar expenses, in each case incurred in the ordinary course of business or consistent with past practices or to fund such Person’s purchase of
Equity Interests of the Company or any direct or indirect parent company thereof. 
 “Permitted Liens” means, with respect to
any Person: 
 (1) pledges or deposits by such Person under workmen’s compensation laws, unemployment insurance laws or similar
legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits
of cash or U.S. government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case incurred in the ordinary course of business;

 (2) Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens, in each case for sums not yet overdue for
a period of more than 30 days or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other
proceedings for review if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP; 
 (3)
Liens for taxes, assessments or other governmental charges not yet overdue for a period of more than 30 days or payable or subject to penalties for 

  

 25 








 
nonpayment or which are being contested in good faith by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are
maintained on the books of such Person in accordance with GAAP; 
 (4) Liens in favor of Issuers of performance and surety bonds or bid bonds
or with respect to other regulatory requirements or letters of credit issued pursuant to the request of and for the account of such Person in the ordinary course of its business; 
 (5) minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines,
telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties or Liens incidental, to the conduct of the business of such Person or to the ownership of its properties which were not
incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person; 
 (6) Liens securing Indebtedness permitted to be incurred pursuant to clause (4) or (12)(b) of Section 4.09(b) hereof; 
 (7) Liens existing on the Issue Date; 
 (8)
Liens on property or shares of stock of a Person at the time such Person becomes a Subsidiary; provided, however, such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a
Subsidiary; provided, further, however, that such Liens may not extend to any other property owned by the Company or any of its Restricted Subsidiaries; 
 (9) Liens on property at the time the Company or a Restricted Subsidiary acquired the property, including any acquisition by means of a merger or
consolidation with or into the Company or any of its Restricted Subsidiaries; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition; provided, further,
however, that the Liens may not extend to any other property owned by the Company or any of its Restricted Subsidiaries; 
 (10) Liens
securing Indebtedness or other obligations of a Restricted Subsidiary owing to the Company or another Restricted Subsidiary permitted to be incurred in accordance with Section 4.09 hereof; 
 (11) Liens securing Hedging Obligations so long as related Indebtedness is, and is permitted to be under this Indenture, secured by a Lien on the same
property securing such Hedging Obligations; 
 (12) Liens on specific items of inventory of other goods and proceeds of any Person securing
such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods; 
  

 26 








 (13) leases, subleases, licenses or sublicenses granted to others in the ordinary course of business
which do not materially interfere with the ordinary conduct of the business of the Company or any of its Restricted Subsidiaries and do not secure any Indebtedness; 
 (14) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by the Company and its Restricted Subsidiaries in the ordinary course of business; 
 (15) Liens in favor of any Issuer or any Guarantor; 
 (16) Liens on equipment of the Company or any of its Restricted Subsidiaries granted in the ordinary course of business to the Company’s clients; 
 (17) Liens on accounts receivable and related assets incurred in connection with a Receivables Facility; 
 (18) Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancing, refunding, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in
the foregoing clauses (6), (7), (8) and (9); provided, however, that (a) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property), and (b) the
Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (i) the outstanding principal amount or, if greater, committed amount of the Indebtedness set forth under clauses (6), (7), (8) and
(9) at the time the original Lien became a Permitted Lien under this Indenture, and (ii) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement;

 (19) deposits made in the ordinary course of business to secure liability to insurance carriers; 
 (20) other Liens securing obligations incurred in the ordinary course of business which obligations do not exceed $25.0 million at any one time
outstanding; 
 (21) Liens securing judgments for the payment of money not constituting an Event of Default under clause (5) under
Section 6.01(a) hereof so long as such Liens are adequately bonded and any appropriate legal proceedings that may have been duly initiated for the review of such judgment have not been finally terminated or the period within which such
proceedings may be initiated has not expired; 
 (22) Liens in favor of customs and revenue authorities arising as a matter of law to secure
payment of customs duties in connection with the importation of goods in the ordinary course of business; 
  

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 (23) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code,
or any successor or comparable provision, on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business, and (iii) in favor of banking
institutions arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry; 
 (24) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 4.09 hereof; provided that such
Liens do not extend to any assets other than those that are the subject of such repurchase agreement; 
 (25) Liens encumbering reasonable
customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; 
 (26) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with
the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Company or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the
Company and its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Company or any of its Restricted Subsidiaries in the ordinary course of business; and 
 (27) during a Suspension Period only, Liens securing Indebtedness, and Indebtedness represented by Sale and Lease-Back Transactions in an amount that does
not exceed 15% of Consolidated Net Tangible Assets of the Company and its Restricted Subsidiaries at any one time outstanding. 
 For purposes
of this definition, the term “Indebtedness” shall be deemed to include interest on such Indebtedness. Additionally, solely for purposes of this definition and Section 4.12 hereof, any Indebtedness incurred during a Suspension Period
shall be deemed to have been incurred in compliance with Section 4.09 hereof. 
 “Person” means any individual,
corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity. 
 “Preferred Stock” means any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution, or winding
up. 
 “Private Placement Legend” means the legend set forth in Section 2.06(g)(i) hereof to be placed on all 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. 
  

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 “Qualified Joint Venture” means a Person (i) at least 50% of the Voting Stock of
which is beneficially owned by the Company or a Restricted Subsidiary and (ii) which engages in only a Similar Business. 
 “Qualified Proceeds” means assets that are used or useful in, or Capital Stock of any Person engaged in, a Similar Business; provided, however, that the fair market value of any such assets or Capital Stock
shall be determined by the Company in good faith. 
 “Rating Agencies” means Moody’s and S&P or if Moody’s or
S&P or both shall not make a rating on the Notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Company which shall be substituted for Moody’s or S&P or both, as
the case may be. 
 “Receivables Facility” means one or more receivables financing facilities as amended, supplemented,
modified, extended, renewed, restated or refunded from time to time, the Obligations of which are non-recourse (except for customary representations, warranties, covenants and indemnities made in connection with such facilities) to the Company or
any of its Restricted Subsidiaries (other than a Receivables Subsidiary) pursuant to which the Company or any of its Restricted Subsidiaries sells its accounts receivable to either (a) a Person that is not a Restricted Subsidiary or (b) a
Receivables Subsidiary that in turn sells its accounts receivable to a Person that is not a Restricted Subsidiary. 
 “Receivables
Fees” means distributions or payments made directly or by means of discounts with respect to any accounts receivable or participation interest therein issued or sold in connection with, and other fees paid to a Person that is not a
Restricted Subsidiary in connection with, any Receivables Facility. 
 “Receivables Subsidiary” means any Subsidiary formed
for the purpose of, and that solely engages only in one or more Receivables Facilities and other activities reasonably related thereto. 
 “Record Date” for the interest or Additional Interest, if any, payable on any applicable Interest Payment Date means May 15 or November 15 with respect to the Fixed Rate Notes and February 15, May 15,
September 15, or November 15 with respect to the Floating Rate Notes (whether or not a Business Day) next preceding such Interest Payment Date. 
 “Registration Rights Agreement” means the Registration Rights Agreement related to the Notes dated as of the Issue Date, among the Issuers, the Guarantors and the Initial Purchasers, with respect to
the Notes, as such agreement may be amended, modified or supplemented from time to time, and any similar registration rights agreement governing Additional Notes, as such agreement(s) may be amended, modified or supplemented from time to time,
unless the context indicates otherwise. 
 “Regulation S” means Regulation S promulgated under the Securities Act.

  

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 “Regulation S Global Note” means a Regulation S Temporary Global Note or
Regulation S Permanent Global Note, as applicable. 
 “Regulation S Permanent Global Note” means a permanent Global
Note in the form of Exhibit A-1 or Exhibit A-2 hereto, as the case may be, bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its
nominee, issued in a denomination equal to the outstanding principal amount of the Regulation S Temporary Global Note upon expiration of the Restricted Period. 
 “Regulation S Temporary Global Note” means a temporary Global Note in the form of Exhibit A-1 or Exhibit A-2 hereto, as the case may be, bearing the Global Note Legend,
the Private Placement Legend and the Regulation S Temporary Global Note Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of
the Notes initially sold in reliance on Rule 903. 
 “Regulation S Temporary Global Note Legend” means the legend
set forth in Section 2.06(g)(iii) hereof. 
 “Related Business Assets” means assets (other than cash or Cash
Equivalents) used or useful in a Similar Business; provided, however, that any assets received by the Company or a Restricted Subsidiary in exchange for assets transferred by the Company or a Restricted Subsidiary shall not be deemed
to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary. 
 “Relevant Jurisdiction” shall have the definition set forth in Section 4.17 hereof. 
 “Responsible Officer” means, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee,
including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be
such officers, respectively, or to whom any corporate trust matter is referred because of such Person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.

 “Restricted Definitive Note” means a Definitive Note bearing the Private Placement Legend. 
 “Restricted Global Note” means a Global Note bearing the Private Placement Legend. 
 “Restricted Investment” means an Investment other than a Permitted Investment. 
 “Restricted Period” means the 40-day distribution compliance period as defined in Regulation S. 
  

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 “Restricted Subsidiary” means, at any time, any direct or indirect Subsidiary of the
Company (including the U.S. Issuers) that is not then an Unrestricted Subsidiary; provided, however, that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in
the definition of “Restricted Subsidiary.” 
 “Rule 144” means Rule 144 promulgated under the Securities
Act. 
 “Rule 144A” means Rule 144A promulgated under the Securities Act. 
 “Rule 903” means Rule 903 promulgated under the Securities Act. 
 “Rule 904” means Rule 904 promulgated under the Securities Act. 
 “S&P” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and any successor to its rating agency
business. 
 “Sale and Lease-Back Transaction” means any arrangement providing for the leasing by the Company or any of its
Restricted Subsidiaries of any real or tangible personal property, which property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to a third Person in contemplation of such leasing. 
 “SEC” means the U.S. Securities and Exchange Commission. 
 “Secured Indebtedness” means any Indebtedness of the Company or any of its Restricted Subsidiaries secured by a Lien. 
 “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder. 
 “Senior Credit Facilities” means the credit facility under the credit agreement to be entered into as of the Issue Date by and among
Avago Technologies Finance Pte. Ltd. and certain of its subsidiaries, as Borrowers, Avago Technologies Holding Pte. Ltd., Citicorp North America, Inc., as administrative agent, Citigroup Global Markets Inc., as joint lead arranger and joint lead
bookrunner, Lehman Brothers Inc., as joint lead arranger, joint lead bookrunner and syndication agent, and Credit Suisse, as documentation agent, including any guarantees, collateral documents, instruments and agreements executed in connection
therewith. 
 “Senior Indebtedness” means: 
 (1) all Indebtedness of any Issuer or any Guarantor outstanding under the Senior Credit Facilities or Notes and related Guarantees (including interest accruing on or after the filing of any petition in bankruptcy or
similar proceeding or for reorganization of the Issuers or any Guarantor (at the rate provided for in the documentation with respect thereto, regardless of whether or not a claim for post-filing interest is allowed in such proceedings)), and any and
all other fees, expense reimbursement obligations, indemnification amounts, penalties, and other amounts (whether existing on the Issue Date or thereafter created or incurred) and all obligations of the Issuers or any Guarantor 

  

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to reimburse any bank or other Person in respect of amounts paid under letters of credit, acceptances or other similar instruments; 
 (2) all Hedging Obligations (and guarantees thereof) owing to a Lender (as defined in the Senior Credit Facilities) or any Affiliate of such Lender (or
any Person that was a Lender or an Affiliate of such Lender at the time the applicable agreement giving rise to such Hedging Obligation was entered into), provided that such Hedging Obligations are permitted to be incurred under the terms of
this Indenture; 
 (3) any other Indebtedness of the Issuers 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 Subordinated Notes or any related Guarantee; and 
 (4) all Obligations with respect to the items listed in the preceding clauses (1), (2) and (3); provided, however, that Senior
Indebtedness shall not include: 
 (a) any obligation of such Person to the Issuers or any of its Subsidiaries; 
 (b) any liability for federal, state, local or other taxes owed or owing by such Person; 
 (c) any accounts payable or other liability to trade creditors arising in the ordinary course of business; 
 (d) any Indebtedness or other Obligation of such Person which is subordinate or junior in any respect to any other Indebtedness or other Obligation of
such Person; or 
 (e) that portion of any Indebtedness which at the time of incurrence is incurred in violation of this Indenture.

 “Shelf Registration Statement” means the Shelf Registration Statement as defined in the Registration Rights Agreement.

 “Significant Subsidiary” means any Restricted Subsidiary that would be a “significant subsidiary” as defined in
Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the Issue Date. 
 “Similar Business” means any business conducted or proposed to be conducted by the Company and its Restricted Subsidiaries on the Issue Date or any business that is similar, reasonably related,
incidental or ancillary thereto. 
 “Sponsor Advisory Agreement” means the Advisory Agreement between certain of the
management companies associated with the Investors as in effect on the Issue Date. 
  

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 “Stated Maturity” means, except as otherwise provided, with respect to any Indebtedness,
the dates specified in such Indebtedness as the fixed dates on which the principal and/or interest of such Indebtedness are due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the
repurchase or repayment of such Indebtedness at the option of the holder thereof or the lender thereunder upon the happening of any contingency unless such contingency has occurred). 
 “Storage Sale” means the sale by the Company of the storage products business of the Company and its Restricted Subsidiaries as described
in the Offering Memorandum. 
 “Subordinated Indebtedness” means, with respect to a series of Notes, 
 (1) any Indebtedness of any Issuer which is by its terms subordinated in right of payment to the Notes, including the Subordinated Notes, and 

(2) any Indebtedness of any Guarantor which is by its terms subordinated in right of payment to the Guarantee of such entity of the Notes. 

“Subordinated Notes” means the 11 7/8% Senior Subordinated Notes due 2015 of the Issuers. 
 “Subsidiary” means, with respect to any Person: 
 (1) any corporation, association, or other business entity (other than a partnership, joint venture, limited liability company or similar entity) of which more than 50% of the total voting power of shares of Capital
Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the
other Subsidiaries of that Person or a combination thereof or is consolidated under GAAP with such Person at such time; and 
 (2) any
partnership, joint venture, limited liability company or similar entity of which 
 (x) more than 50% of the capital accounts, distribution
rights, total equity and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof
whether in the form of membership, general, special or limited partnership or otherwise, and 
 (y) such Person or any Restricted Subsidiary
of such Person is a controlling general partner or otherwise controls such entity. 
 “Total Assets” means the total assets
of the Company and its Restricted Subsidiaries on a consolidated basis, as shown on the most recent balance sheet of the Company or such other Person as may be expressly stated. 
  

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 “Transactions” means the transactions contemplated by the Transaction Agreement, the
issuance of the Notes and the Subordinated Notes and the Senior Credit Facilities as in effect on the Issue Date. 
 “Transaction
Agreement” means the Asset Purchase Agreement, dated as of August 14, 2005, between Agilent and Argos Acquisition Pte. Ltd. 
 “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 December 1, 2007 (in the case of Floating Rate Notes) or December 1 , 2009 (in the case of Fixed Rate Notes); provided, however, that if the period from the Redemption
Date to December 1, 2007 (in the case of Floating Rate Notes) or December 1, 2009 (in the case of Fixed Rate Notes) is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant
maturity of one year will be used. 
 “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended (15 U.S.C
§§ 77aaa-777bbbb). 
 “Trustee” means The Bank of New York, as trustee, until a successor replaces it in accordance
with the applicable provisions of this Indenture and thereafter means the successor serving hereunder. 
 “Unrestricted Definitive
Note” means one or more Definitive Notes that do not bear and are not required to bear the Private Placement Legend. 
 “Unrestricted Global Note” means a permanent Global Note, substantially in the form of Exhibit A-1 or A-2 attached hereto, as the case may be, that bears the Global Note Legend and that has the
“Schedule of Exchanges of Interests in the Global Note” attached thereto, and that is deposited with or on behalf of and registered in the name of the Depositary, representing Notes that do not bear the Private Placement Legend.

 “Unrestricted Subsidiary” means: 
 (1) any Subsidiary of the Company which at the time of determination is an Unrestricted Subsidiary (as designated by the Company, as provided below); and 
 (2) any Subsidiary of an Unrestricted Subsidiary. 
 The Company may designate any Subsidiary of the Company (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity
Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Company or any Subsidiary 

  

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of the Company (other than solely any Subsidiary of the Subsidiary to be so designated); provided, however, that 
 (1) any Unrestricted Subsidiary must be an entity of which the Equity Interests entitled to cast at least a majority of the votes that may be cast by all
Equity Interests having ordinary voting power for the election of directors or Persons performing a similar function are owned, directly or indirectly, by the Company; 
 (2) such designation complies with Section 4.07 hereof; and 
 (3) each of: 
 (a) the Subsidiary to be so designated; and 
 (b) its Subsidiaries 
 has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or
otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Company or any Restricted Subsidiary. 
 The Company may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such
designation, no Default shall have occurred and be continuing and either: 
 (1) the Company could incur at least $1.00 of additional
Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof; or 
 (2) the Fixed Charge Coverage
Ratio for the Company its Restricted Subsidiaries would be greater than such ratio for the Company and its Restricted Subsidiaries immediately prior to such designation, in each case on a pro forma basis taking into account such designation.

 Any such designation by the Company shall be notified by the Company to the Trustee by promptly filing with the Trustee a copy of the
resolution of the board of directors of the Company or any committee thereof giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing provisions. 
 “U.S. Person” means a U.S. person as defined in Rule 902(k) under the Securities Act. 
 “Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election
of the board of directors of such Person. 
  

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 “Weighted Average Life to Maturity” means, when applied to any Indebtedness,
Disqualified Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing: 
 (1) the sum of the products of
the number of years from the date of determination to the date of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock or Preferred Stock multiplied by the amount
of such payment; by 
 (2) the sum of all such payments. 
 “Wholly Owned Subsidiary” of any Person means a Subsidiary of such Person, 100% of the outstanding Equity Interests of which (other than directors’ qualifying shares) shall at the time be owned
by such Person or by one or more Wholly Owned Subsidiaries of such Person. 
 Section 1.02. Other Definitions. 
  

			
	 Term
	  	 Defined in
Section

	 “Acceptable Commitment”
	  	4.10(b)
	 “Additional Amounts”
	  	4.17
	 “Affiliate Transaction”
	  	4.11(a)
	 “Asset Sale Offer”
	  	4.10(c)
	 “Auditor’s Determination”
	  	10.02(d)
	 “Authentication Order”
	  	2.02
	 “Calculation Agent”
	  	2.03
	 “Change of Control Offer”
	  	4.14(a)
	 “Change of Control Payment”
	  	4.14(a)
	 “Change of Control Payment Date”
	  	4.14(a)
	 “Claims”
	  	10.02(b)
	 “Covenant Defeasance”
	  	8.03
	 “Covenant Suspension Event”
	  	4.16(a)
	 “DTC”
	  	2.03
	 “Enforcement Notice”
	  	10.02(d)
	 “Event of Default”
	  	6.01(a)
	 “Excess Proceeds”
	  	4.10(c)
	 “incur”
	  	4.09(a)
	 “Legal Defeasance”
	  	8.02
	 “Management Determination”
	  	10.02(d)
	 “Note Register”
	  	2.03
	 “Offer Amount”
	  	3.10(b)
	 “Offer Period”
	  	3.10(b)
	 “Pari Passu Indebtedness”
	  	4.10(c)
	 “Paying Agent”
	  	2.03

  

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	 Term
	  	 Defined in
Section

	 “Purchase Date”
	  	3.10(b)
	 “Redemption Date”
	  	3.07(a)
	 “Refinancing Indebtedness”
	  	4.09(b)
	 “Refunding Capital Stock”
	  	4.07(b)
	 “Registrar”
	  	2.03
	 “Relevant Jurisdiction”
	  	4.17
	 “Restricted Payments”
	  	4.07(a)
	 “Second Commitment”
	  	4.10(b)
	 “Successor Company”
	  	5.01(a)
	 “Successor Person”
	  	5.01(b)
	 “Suspended Covenants”
	  	4.16(a)
	 “Suspension Date”
	  	4.16(a)
	 “Treasury Capital Stock”
	  	4.07(b)
	 “U.S. Filer”
	  	4.03(a)

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

 The following Trust Indenture Act terms used in this Indenture have the following meanings: 
 “indenture securities” means the Notes; 
 “indenture security Holder” means a Holder of a Note; 
 “indenture to be qualified” means this Indenture;

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

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

 (c) “or” is not exclusive; 
 (d) words in the singular include the plural, and in the plural include the singular; 
 (e) “will” shall be interpreted to
express a command; 
 (f) provisions apply to successive events and transactions; 
 (g) references to sections of, or rules under, the Securities Act shall be deemed to include substitute, replacement or successor sections or rules
adopted by the SEC from time to time; 
 (h) unless the context otherwise requires, any reference to an “Article,”
“Section” or “clause” refers to an Article, Section or clause, as the case may be, of this Indenture; and 
 (i) the words
“herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not any particular Article, Section, clause or other subdivision. 
 Section 1.05. Acts of Holders. 
 (a) Any
request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such
Holders in person or by an agent duly appointed in writing. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or record or both are delivered to the Trustee and, where it is hereby
expressly required, to the Issuers. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, shall be sufficient for any purpose of this Indenture and (subject to Section 7.01)
conclusive in favor of the Trustee and the Issuers, if made in the manner provided in this Section 1.05. 
 (b) The fact and date of
the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying
that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by or on behalf of any legal entity other than an individual, such certificate or affidavit shall also constitute proof of the
authority of the Person executing the same. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner that the Trustee deems sufficient.

  

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 (c) The ownership of Notes shall be proved by the Note Register. 
 (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Note shall bind every future Holder
of the same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of any action taken, suffered or omitted by the Trustee or the Issuers in reliance thereon, whether
or not notation of such action is made upon such Note. 
 (e) The Issuers may, in the circumstances permitted by the Trust Indenture Act,
set a record date for purposes of determining the identity of Holders entitled to give any request, demand, authorization, direction, notice, consent, waiver or take any other act, or to vote or consent to any action by vote or consent authorized or
permitted to be given or taken by Holders. Unless otherwise specified, if not set by the Issuers prior to the first solicitation of a Holder made by any Person in respect of any such action, or in the case of any such vote, prior to such vote, any
such record date shall be the later of 30 days prior to the first solicitation of such consent or the date of the most recent list of Holders furnished to the Trustee prior to such solicitation. 
 (f) Without limiting the foregoing, a Holder entitled to take any action hereunder with regard to any particular Note may do so with regard to all or
any part of the principal amount of such Note or by one or more duly appointed agents, each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or action taken by a Holder or its
agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part. 
 (g) Without limiting the generality of the foregoing, a Holder, including DTC that is the Holder of a Global Note, may make, give or take, by a proxy
or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders, and DTC that is the Holder of a Global Note may provide
its proxy or proxies to the beneficial owners of interests in any such Global Note through such depositary’s standing instructions and customary practices. 
 (h) The Issuers may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by DTC entitled under the procedures of such depositary to make,
give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed,
the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such request, demand, authorization, direction, notice, consent, waiver or other action, whether or not such
Holders remain Holders after such record date. No such request, demand, authorization, direction, notice, consent, waiver or other action shall be valid or effective if made, given or taken more than 90 days after such record date. 

 

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 ARTICLE 2 
 THE NOTES 
 Section 2.01. Form and Dating; Terms. 
 (a) General. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A-1 (in the
case of the Fixed Rate Notes) and Exhibit A-2 (in the case of the Floating Rate Notes) hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rules or usage. Each Note shall be dated the date of its
authentication. The Notes shall be in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. 
 (b) Global
Notes. Notes issued in global form shall be substantially in the form of Exhibit A-1 (in the case of the Fixed Rate Notes) and Exhibit A-2 (in the case of the Floating Rate Notes) attached hereto (including the Global
Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A-1 (in the case of the Fixed Rate Notes) and
Exhibit A-2 (in the case of the Floating Rate Notes) attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall
represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Notes from
time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions. Any endorsement of a Global Note to
reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the
Holder thereof as required by Section 2.06 hereof. 
 (c) Temporary Global Notes. Notes offered and sold in reliance on
Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and
registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided. The
Restricted Period shall be terminated upon the receipt by the Trustee of: 
 (i) a written certificate from the Depositary, together with
copies of certificates from Euroclear and Clearstream certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Note (except to the
extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who shall take delivery of a beneficial ownership interest in a 144A
Global Note bearing a Private Placement Legend, all as contemplated by Section 2.06(b) hereof); and 
  

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 (ii) an Officer’s Certificate from the Company. 
 Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial
interests in the Regulation S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global
Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or
its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. 
 (d) Terms. The aggregate
principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited. 
 The terms and provisions contained in
the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuers, 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. 
 Additional Notes ranking pari passu with the Initial Notes may be created and issued from time to time by the Issuers without notice to or consent
of the Holders and shall be consolidated with and form a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes; provided that the Issuers’ ability to issue Additional
Notes shall be subject to the Issuers’ compliance with Section 4.09 hereof. Any Additional Notes shall be issued with the benefit of an indenture supplemental to this Indenture. 
 (e) Euroclear and Clearstream Procedures Applicable. The provisions of the “Operating Procedures of the Euroclear System” and “Terms
and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the
Regulation S Temporary Global Note and the Regulation S Permanent Global Notes that are held by Participants through Euroclear or Clearstream. 
 Section 2.02. Execution and Authentication. 
 At least one Officer of each Issuer shall execute the Notes on behalf of
such Issuer 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 shall nevertheless be valid. 
 A Note shall not be entitled to any benefit under this Indenture or be valid or
obligatory for any purpose until authenticated substantially in the form of Exhibit A-1 or Exhibit A-2 attached hereto, as the case may be, by the manual or facsimile signature of the Trustee. 
  

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 The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture.

 On the Issue Date, the Trustee shall, upon receipt of an Issuers’ Order (an “Authentication Order”), authenticate and
deliver (i) the Initial Fixed Rate Notes and (ii) the Initial Floating Rate Notes. In addition, at any time, from time to time, the Trustee shall upon an Authentication Order authenticate and deliver any Additional Notes and Exchange Notes
for an aggregate principal amount specified in such Authentication Order for such Additional Notes or Exchange Notes issued hereunder. 
 The
Trustee may appoint an authenticating agent acceptable to the Issuers 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 Issuers. 
 Section 2.03. Registrar, Paying Agent and Calculation Agent. 
 The Issuers shall 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”). In addition, there shall be a Calculation Agent
for purposes of the Floating Rate Notes (the “Calculation Agent”). The Registrar shall keep a register of the Notes (“Note Register”), which shall record the transfer and exchange of the Notes. The Issuers may
appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Issuers may change any Paying Agent,
Registrar or Calculation Agent without prior notice to any Holder. The Issuers shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuers fail to appoint or maintain another entity as
Registrar, Paying Agent or Calculation Agent, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Paying Agent or Registrar. 
 The Issuers initially appoint The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. 
 The Issuers initially appoint the Trustee to act as the Paying Agent, Registrar and Calculation Agent for the Notes and to act as Custodian with respect to the Global Notes. 
 Section 2.04. Paying Agent to Hold Money in Trust. 
 The Issuers shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal,
premium, if any, or Additional Interest, if any, or interest on the Notes, and will notify the Trustee of any default by the Issuers 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 Issuers 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 

  

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Paying Agent (if other than the Company or a Subsidiary) shall have no further liability for the money. If the Company or a Subsidiary acts as Paying Agent,
it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Company, the Trustee shall serve as Paying Agent for the
Notes. 
 Section 2.05. Holder Lists. 
 The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders and shall otherwise comply with Trust Indenture Act Section 312(a). If the
Trustee is not the Registrar, the Issuers shall furnish to the Trustee at least two Business Days before each Interest Payment Date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee
may reasonably require of the names and addresses of the Holders of Notes and the Issuers shall otherwise comply with Trust Indenture Act Section 312(a). 
 Section 2.06. Transfer and Exchange. 
 (a) Transfer and Exchange of Global Notes. Except as otherwise set forth
in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor Depositary or a nominee of such successor Depositary. A beneficial interest in a Global Note may not
be exchanged for a Definitive Note unless (i) the Depositary (x) notifies the Issuers that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the
Exchange Act and, in either case, a successor Depositary is not appointed by the Issuers within 120 days or (ii) there shall have occurred and be continuing an Event of Default with respect to the Notes. Upon the occurrence of any of the
preceding events in (i) or (ii) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the
Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of,
a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of
the preceding events in (i) or (ii) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial
interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof. 
 (b)
Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Depositary, in accordance with the provisions of this Indenture and the
Applicable Procedures. Beneficial interests in the Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the
Global Notes also shall require compliance with either subparagraph (i) 

  

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

  

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

  

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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 Issuers 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. 
 (i) Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. If any holder of a beneficial interest in a Restricted
Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon the occurrence of any
of the events in clause (i) or (ii) of Section 2.06(a) hereof and receipt by the Registrar of the following documentation: 
 (A) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such holder substantially in the form of Exhibit C
hereto, including the certifications in item (2)(a) thereof; 
 (B) if such beneficial interest is being transferred to a QIB in
accordance with Rule 144A, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof; 
 (C) if such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate substantially in the form of Exhibit B
hereto, including the certifications in item (2) thereof; 
 (D) if such beneficial interest is being transferred pursuant to an
exemption from the registration requirements of the Securities Act in 

  

 46 








 
accordance with Rule 144, a certificate substantially in the form of Exhibit B hereto, including the certifications in item
(3)(a) thereof; 
 (E) if such beneficial interest is being transferred to the Company or any of its Subsidiaries, a certificate
substantially in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof; or 
 (F) if such
beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof,

 the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and
the Issuers shall execute and the Trustee shall authenticate and mail to the Person designated in the instructions a Definitive Note in the applicable principal amount. Any Definitive Note issued in exchange for a beneficial interest in a Restricted
Global Note pursuant to this Section 2.06(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the
Depositary and the Participant or Indirect Participant. The Trustee shall mail such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global
Note pursuant to this Section 2.06(c)(i) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein. 
 (ii) Beneficial Interests in Regulation S Temporary Global Note to Definitive Notes. Notwithstanding Sections 2.06(c)(i)(A) and (C) hereof, a beneficial interest in the Regulation S
Temporary Global Note may not be exchanged for a Definitive Note or transferred to a Person who takes delivery thereof in the form of a Definitive Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the
Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) of the Securities Act, except in the case of a transfer pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or
Rule 904. 
 (iii) Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a
beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note
only upon the occurrence of any of the events in clause (i) or (ii) of Section 2.06(a) hereof and if: 
 (A) such exchange or
transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the
applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Issuers; 
  

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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: 
 (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for an Unrestricted Definitive
Note, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or 
 (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a
certificate from such holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof; 
 and, in each
such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance
with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. 
 (iv) Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. If any holder of a beneficial interest in an
Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon the occurrence of any of the
events in clause (i) or (ii) of Section 2.06(a) hereof and satisfaction of the conditions set forth in Section 2.06(b)(ii) hereof, the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced
accordingly pursuant to Section 2.06(h) hereof, and the Issuers shall execute and the Trustee shall authenticate and mail to the Person designated in the instructions a Definitive Note in the applicable principal amount. Any Definitive Note
issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iv) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the
Registrar through instructions from or through the Depositary and the Participant or Indirect Participant. The Trustee shall mail such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in
exchange for a beneficial interest pursuant to this Section 2.06(c)(iv) shall not bear the Private Placement Legend. 
 (d) Transfer
and Exchange of Definitive Notes for Beneficial Interests. 
  

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 (i) Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any
Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in
a Restricted Global Note, then, upon receipt by the Registrar of the following documentation: 
 (A) if the Holder of such Restricted
Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof;

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

 (D) if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities
Act in accordance with Rule 144, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof; 
 (E) if such Restricted Definitive Note is being transferred to the Company or any of its Subsidiaries, a certificate substantially in the form of Exhibit B hereto, including the certifications in item
(3)(b) thereof; or 
 (F) if such Restricted Definitive Note is being transferred pursuant to an effective registration statement under
the Securities Act, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof, 
 the
Trustee shall cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the applicable Restricted Global Note, in the case of clause (B) above, the
applicable 144A Global Note, and in the case of clause (C) above, the applicable Regulation S Global Note. 
 (ii) Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such
Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if: 
  

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 (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the
Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in the
distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Issuers; 
 (B) such
transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; 
 (C) such transfer
is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or 
 (D) the Registrar receives the following: 
 (1) if the Holder of such Definitive Notes proposes to exchange such Notes for a
beneficial interest in the Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or 
 (2) if the Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of a beneficial
interest in the Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof; 
 and, in each such case set forth in this 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.

 Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(ii), the Trustee shall cancel the Definitive
Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note. 
 (iii) Unrestricted
Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who
takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted Definitive Note and increase or
cause to be increased the aggregate principal amount of one of the Unrestricted Global Notes. 
  

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 If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to
subparagraph (ii)(B), (ii)(D) or (iii) above at a time when an Unrestricted Global Note has not yet been issued, the Issuers shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall
authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred. 
 (e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(e), the Registrar
shall register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written
instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder shall provide any additional certifications, documents and information, as
applicable, required pursuant to the following provisions of this Section 2.06(e): 
 (i) Restricted Definitive Notes to
Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following: 
 (A) if the transfer will be made pursuant to a QIB in accordance with Rule 144A, then the transferor must deliver a certificate substantially in the
form of Exhibit B hereto, including the certifications in item (1) thereof; 
 (B) if the transfer will be made pursuant to
Rule 903 or Rule 904 then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; or 
 (C) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must
deliver a certificate in the form of Exhibit B hereto, including the certifications required by item (3) thereof, if applicable. 
 (ii) Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery
thereof in the form of an Unrestricted Definitive Note if: 
 (A) such exchange or transfer is effected pursuant to the Exchange Offer in
accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person
participating in the distribution of the 

  

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Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Issuers; 
 (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: 
 (1) if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including
the certifications in item (1)(d) thereof; or 
 (2) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes
to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof; 

and, in each such case set forth in this 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.

 (iii) Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder of Unrestricted Definitive Notes may transfer
such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from
the Holder thereof. 
 (f) Exchange Offer. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights
Agreement, the Issuers shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate (i) one or more Unrestricted Global Notes in an aggregate principal amount equal to the
principal amount of the beneficial interests in the Restricted Global Notes tendered for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Broker-Dealers, (y) they are not participating in a
distribution of the Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of the Issuers, and accepted for exchange in the Exchange Offer and (ii) Unrestricted Definitive Notes in an aggregate principal amount equal
to the 

  

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principal amount of the Restricted Definitive Notes tendered for acceptance by Persons that certify in the applicable Letters of Transmittal that
(x) they are not Broker-Dealers, (y) they are not participating in a distribution of the Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of the Issuers, and accepted for exchange in the Exchange Offer.
Concurrently with the issuance of such Notes, the Trustee shall cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the Issuers shall execute and the Trustee shall authenticate and mail to
the Persons designated by the Holders of Definitive Notes so accepted Unrestricted Definitive Notes in the applicable principal amount. Any Notes that remain outstanding after the consummation of the Exchange Offer, and Exchange Notes issued in
connection with the Exchange Offer, shall be treated as a single class of securities under this Indenture. 
 (g) Legends. The
following legends shall appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture: 
 (i) Private Placement Legend. 
 (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 SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR OTHER SECURITIES LAWS. NEITHER
THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF (1) AGREES THAT IT WILL NOT PRIOR TO (X) THE DATE WHICH IS TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(k) UNDER
THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THEREUNDER) AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF (OR OF ANY PREDECESSOR OF THIS NOTE) OR THE LAST DAY ON WHICH THE ISSUERS OR ANY AFFILIATE OF THE ISSUERS WAS THE OWNER OF THIS NOTE (OR ANY
PREDECESSOR OF THIS NOTE) AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW (THE “RESALE RESTRICTION TERMINATION DATE”), OFFER, SELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE ISSUERS, (B) PURSUANT
TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A 

  

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PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A INSIDE THE UNITED STATES, (D) PURSUANT TO OFFERS AND SALES TO NON U.S. PERSONS THAT OCCUR OUTSIDE THE
UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (2) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM
THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT THE ISSUERS, THE TRUSTEE AND THE REGISTRAR SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE (D) OR (E) TO
REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATION OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF
THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED
STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.” 
 (B)
Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to subparagraph (b)(iv), (c)(iii), (c)(iv), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f) of this Section 2.06 (and all Notes issued in exchange therefor or
substitution thereof) shall not bear the Private Placement Legend. 
 (ii) Global Note Legend. Each Global Note shall bear a
legend in substantially the following form: 
 “THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS
NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06(h) OF THE
INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO 

  

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SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUERS.
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 ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.” 
 (iii) Regulation S
Temporary Global Note Legend. The Regulation S Temporary Global Note shall bear a legend in substantially the following form: 
 “THE RIGHTS
ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).” 
 (h) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be returned to or retained and canceled by the Trustee in accordance with Section 2.11 hereof. At any
time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the
principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the
beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement shall be made
on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase. 
  

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 (i) General Provisions Relating to Transfers and Exchanges. 
 (i) To permit registrations of transfers and exchanges, the Issuers shall execute and the Trustee shall 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. 
 (ii) No
service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuers may require payment of a sum sufficient to cover any transfer tax or
similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.07, 2.10, 3.06, 3.10, 4.10, 4.14 and 9.05 hereof).

 (iii) Neither the Registrar nor the Issuers shall be required to register the transfer of or exchange any Note selected for
redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. 
 (iv) All Global Notes and
Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuers, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global
Notes or Definitive Notes surrendered upon such registration of transfer or exchange. 
 (v) The Issuers shall not 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 so 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. 
 (vi) Prior to due presentment for the
registration of a transfer of any Note, the Trustee, any Agent and the Issuers 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 premium,
if any) and interest (including Additional Interest, if any) on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuers shall be affected by notice to the contrary. 
 (vii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuers designated pursuant to Section 4.02
hereof, the Issuers shall execute, and the Trustee shall authenticate and mail, in the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal
amount. 
 (viii) At the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination or denominations of
a like aggregate principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global 

  

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Notes or Definitive Notes are so surrendered for exchange, the Issuers shall execute, and the Trustee shall authenticate and mail, the replacement Global
Notes and Definitive Notes that the Holder making the exchange is entitled to in accordance with the provisions of Section 2.02 hereof. 
 (ix) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile. 
 Section 2.07. Replacement Notes. 
 If any
mutilated Note is surrendered to the Trustee, the Registrar or the Issuers and the Trustee receives evidence to their satisfaction of the ownership and destruction, loss or theft of any Note, the Issuers shall issue and the Trustee, upon receipt of
an Authentication Order, shall authenticate a replacement Note if the Trustee’s requirements are met. If required by the Trustee or the Issuers, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee
and the Issuers to protect the Issuers, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Issuers may charge for their expenses in replacing a Note. 
 Every replacement Note is a contractual obligation of the Issuers and shall be entitled to all of the benefits of this Indenture equally and
proportionately with all other Notes duly issued hereunder. 
 Section 2.08. Outstanding Notes. 
 The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those 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 set forth 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 Issuers or an Affiliate of the Issuers holds the Note. 
 If a Note is replaced pursuant to
Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser. 
 If the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue. 
 If the Paying Agent (other than the Issuers, a Subsidiary or an Affiliate of any thereof) holds, on a Redemption Date or at Stated Maturity, money
sufficient to pay Notes payable on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest. 
  

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 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 Issuers, or by any Affiliate of the Issuers, shall be considered as
though not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that a Responsible Officer of the Trustee knows are so owned shall be so
disregarded. Notes so owned which have been pledged in good faith shall not be disregarded if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right to deliver any such direction, waiver or consent with respect to the
Notes and that the pledgee is not the Issuers or any obligor upon the Notes or any Affiliate of the Issuers or of such other obligor. 
 Section 2.10.
Temporary Notes. 
 Until certificates representing Notes are ready for delivery, the Issuers may prepare and the Trustee, upon receipt
of an Authentication Order, shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of certificated Notes but may have variations that the Issuers consider appropriate for temporary Notes and as shall be reasonably
acceptable to the Trustee. Without unreasonable delay, the Issuers shall prepare and the Trustee shall authenticate definitive Notes in exchange for temporary Notes. 
 Holders and beneficial holders, as the case may be, of temporary Notes shall be entitled to all of the benefits accorded to Holders, or beneficial holders, respectively, of Notes under this Indenture. 
 Section 2.11. Cancellation. 
 The Issuers at any
time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee or, at the direction of the Trustee, the
Registrar or the Paying Agent and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall destroy cancelled Notes (subject to the record retention requirement of the
Exchange Act). Certification of the destruction of all cancelled Notes shall be delivered to the Issuers. The Issuers may not issue new Notes to replace Notes that they have paid or that have been delivered to the Trustee for cancellation.

 Section 2.12. Defaulted Interest. 
 If the Issuers default in a payment of interest on the Notes, they shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest to the Persons who are Holders on a subsequent
special record date, in each case at the rate provided in the Notes and in Section 4.01 hereof. The Issuers shall notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed
payment, and at the same time the Issuers shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such defaulted 

  

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interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be
held in trust for the benefit of the Persons entitled to such defaulted interest as provided in this Section 2.12. The Trustee shall fix or cause to be fixed each such special record date and payment date; provided that no such special
record date shall be less than 10 days prior to the related payment date for such defaulted interest. The Trustee shall promptly notify the Issuers of such special record date. At least 15 days before the special record date, the Issuers
(or, upon the written request of the Issuers, the Trustee in the name and at the expense of the Issuers) shall mail or cause to be mailed, first-class postage prepaid, to each Holder a notice at his or her address as it appears in the Note Register
that states the special record date, the related payment date and the amount of such interest to be paid. 
 Subject to the foregoing
provisions of this Section 2.12 and for greater certainty, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to interest accrued and unpaid, and to
accrue, which were carried by such other Note. 
 Section 2.13. CUSIP Numbers; ISIN Numbers. 
 The Issuers in issuing the Notes may use CUSIP numbers (if then generally in use) or ISIN numbers (if then generally in use) and, if so, the Trustee shall
use CUSIP numbers or ISIN numbers in notices of redemption as a convenience to Holders; provided, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as
contained in any notice of 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 Issuers will as
promptly as practicable notify the Trustee of any change in the CUSIP numbers or ISIN numbers. 
 ARTICLE 3 
 REDEMPTION 
 Section 3.01. Notices to Trustee.

 If the Issuers elect to redeem Fixed Rate Notes or Floating Rate Notes pursuant to Section 3.07 hereof, they shall furnish to the
Trustee, at least 2 Business Days before notice of redemption is required to be mailed or caused to be mailed to Holders pursuant to Section 3.03 hereof but not more than 60 days before a Redemption Date, an Officer’s Certificate
setting forth (i) the paragraph or subparagraph of such Note and/or Section of this Indenture pursuant to which the redemption shall occur, (ii) the Redemption Date, (iii) the principal amount of the Fixed Rate Notes or Floating Rate
Notes, as the case may be, to be redeemed and (iv) the redemption price. 
  

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 Section 3.02. Selection of Notes to Be Redeemed or Purchased. 
 If less than all of the Fixed Rate Notes or Floating Rate Notes, as the case may be, are to be redeemed or purchased in an offer to purchase at any time,
the Trustee shall select the Notes to be redeemed or purchased (a) 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
(b) on a pro rata basis or, to the extent that selection on a pro rata basis is not practicable, by lot or by such other method the Trustee considers fair and appropriate. In the event of partial redemption or purchase by lot, the
particular Notes to be redeemed or purchased shall be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the redemption date by the Trustee from the outstanding Notes not previously called for redemption
or purchase. 
 The Trustee shall promptly notify the Issuers 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 shall be in minimum amounts of $2,000 or whole multiples of $1,000 in excess thereof; no Notes of
$2,000 or less can be redeemed in part, except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such Holder, even if not a minimum of $2,000 or a multiple of $1,000 in excess
thereof, shall be redeemed or purchased. Except as provided in the preceding sentence, provisions of this Indenture that apply to 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 Section 3.10 hereof, the Issuers shall mail or cause to be mailed by first-class mail, postage prepaid, notices of redemption at least 30 days but not more than 60 days before the Redemption Date to each Holder of Notes to be
redeemed at such Holder’s registered address or otherwise in accordance with the procedures of DTC, except that redemption notices may be mailed more than 60 days prior to a Redemption Date if the notice is issued in connection with
Article 8 or Article 11 hereof. Except as set forth in Section 3.07(c) and Section 3.07(d) hereof, notices of redemption may not be conditional. 
 The notice shall identify the Notes to be redeemed and shall state: 
 (a) the Redemption Date;

 (b) the redemption price; 
 (c) if any Note is to be redeemed in part only, the portion of the principal amount of that Note that is to be redeemed and that, after the Redemption Date upon surrender of such Note, a new Note or Notes in principal amount equal to
the unredeemed portion of the original Note representing the same indebtedness to the extent not redeemed will be issued in the name of the Holder of the Notes upon cancellation of the original Note; 
  

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 (d) the name and address of the Paying Agent; 
 (e) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price; 
 (f) that, unless the Issuers default in making such redemption payment, interest on Notes called for redemption ceases to accrue on and after the
Redemption Date; 
 (g) the paragraph or subparagraph of the Notes and/or Section of this Indenture pursuant to which the Notes called
for redemption are being redeemed; 
 (h) that no representation is made as to the correctness or accuracy of the CUSIP number, if any,
or ISIN number, if any, listed in such notice or printed on the Notes; and 
 (i) if in connection with a redemption pursuant to
Section 3.07(c) or 3.07(d) hereof, any condition to such redemption. 
 At the Issuers’ request, the Trustee shall give the notice
of redemption in the Issuers’ names and at their expense; provided that the Issuers shall have delivered to the Trustee, at least 2 Business Days before notice of redemption is required to be mailed or caused to be mailed to Holders
pursuant to this Section 3.03 (unless a shorter notice shall be agreed to by the Trustee), an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in
the preceding paragraph. 
 Section 3.04. Effect of Notice of Redemption. 
 Once notice of redemption is mailed in accordance with Section 3.03 hereof, Notes called for redemption become irrevocably due and payable on the
Redemption Date at the redemption price (except as provided for in Section 3.07(c) and 3.07(d) hereof). The notice, if mailed in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives
such notice. In any case, failure to give such notice by mail or any defect in the notice to the Holder of any Note designated for redemption in whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
Subject to Section 3.05 hereof, on and after the Redemption Date, interest ceases to accrue on Notes or portions of Notes called for redemption. 
 Section 3.05. Deposit of Redemption or Purchase Price. 
 Prior to 10:00 a.m. (New York City time) on the redemption
or purchase date, the Issuers shall deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption or purchase price of and accrued and unpaid interest (including Additional Interest, if any) on all Notes to be redeemed or
purchased on that date. The Trustee or the Paying Agent shall promptly return to the Issuers any money deposited with the Trustee or the Paying Agent by the Issuers in excess of the amounts necessary to pay the redemption price of, and accrued and
unpaid interest on, all Notes to be redeemed or purchased. 
  

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 If the Issuers comply with the provisions of the preceding paragraph, on and after the redemption or
purchase date, interest shall 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 a Record Date but on or prior to the related Interest Payment Date, then any
accrued and unpaid interest to the redemption or purchase date shall be paid to the Person in whose name such Note was registered at the close of business on such Record Date. If any Note called for redemption or purchase shall not be so paid upon
surrender for redemption or purchase because of the failure of the Issuers to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption or purchase date until such principal is paid, and to the extent
lawful on any interest accrued to the redemption or purchase date not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof. 
 Section 3.06. Notes Redeemed or Purchased in Part. 
 Upon surrender of a Note that is redeemed or
purchased in part, the Issuers shall issue, and the Trustee shall authenticate for the Holder at the expense of the Issuers, a new Note equal in principal amount to the unredeemed or unpurchased portion of the Note surrendered representing the same
indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. It is understood that, notwithstanding anything in this
Indenture to the contrary, only an Authentication Order and not an Opinion of Counsel or Officer’s Certificate is required for the Trustee to authenticate such new Note. 
 Section 3.07. Optional Redemption. 
 (a) At any time prior to December 1, 2009, the
Issuers may redeem all or a part of the Fixed Rate Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address or otherwise delivered in accordance with the
procedures of DTC, at a redemption price equal to 100% of the principal amount of the Fixed Rate 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 right of Holders of record of Fixed Rate Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. 
 (b) At any time prior to December 1, 2007 the Issuers may redeem all or a part of the Floating Rate Notes, upon not less than 30 nor more than
60 days’ prior notice mailed by first-class mail to each Holder’s registered address or otherwise delivered in accordance with the procedures of DTC, at a redemption price equal to 100% of the principal amount of Floating Rate Notes
redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to the Redemption Date, subject to the rights of Holders of record of Floating Rate Notes on the relevant Record Date to receive interest
due on the relevant Interest Payment Date. 
 (c) Until December 1, 2008, the Issuers may, at their option, on one or more occasions
redeem up to 35% of the aggregate principal amount of Fixed Rate Notes at a redemption price equal to 110.125% of the aggregate principal amount thereof, plus accrued and 

  

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unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of record of Fixed Rate Notes on
the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds of one or more Equity Offerings and redeem up to 35% of the aggregate principal amount of the Fixed Rate Notes at a redemption price
equal to 110.125% of the aggregate principal amount thereof, plus and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of the Holders of record of Fixed Rate Notes on the relevant
record date to receive interest due on the relevant interest payment date, with the net proceeds of one or more Designated Asset Sales; provided, however, that at least 50% of the sum of the aggregate principal amount of Fixed Rate
Notes originally issued under this Indenture and any Additional Notes that are Fixed Rate Notes issued under this Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided
further, however, that each such redemption occurs within 90 days of the date of closing of each such Equity Offering or Designated Asset Sale, as the case may be. Notice of any redemption upon any Equity Offering or Designated
Asset Sale may be given prior to the completion thereof, and any such redemption or notice may, at their discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering or
Designated Asset Sale. 
 (d) Until December 1, 2007, the Issuers may, at their option, on one or more occasions redeem up to 35% of
the aggregate principal amount of Floating Rate Notes issued by the Issuers at a redemption price equal to 100% of the aggregate principal amount thereof, plus a premium equal to the rate per annum on the Floating Rate Notes applicable on the date
on which notice of redemption is given, plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of record of Floating Rate Notes on the relevant Record Date to
receive interest due on the relevant Interest Payment Date, with the net cash proceeds of one or more Equity Offerings and redeem up to 35% of the aggregate principal amount of the Floating Rate Notes at a redemption price equal to 100% of the
aggregate principal amount thereof, plus a premium equal to the rate per annum on the Floating Rate Notes applicable on the date on which notice of redemption is given, plus any unpaid interest thereon and Additional Interest, if any, to the
applicable Redemption Date, subject to the right of the Holders of record of Floating Rate Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net proceeds of one or more Designated Asset Sales;
provided, however, that at least 50% of the sum of the aggregate principal amount of Floating Rate Notes originally issued under this Indenture and any Additional Notes that are Floating Rate Notes issued under this Indenture after the
Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further, however, that each such redemption occurs within 90 days of the date of closing of each such Equity Offering or
Designated Asset Sale, as the case may be. Notice of any redemption upon any Equity Offering or Designated Asset Sale may be given prior to the completion thereof, and any such redemption or notice may, at their discretion, be subject to one or more
conditions precedent, including, but not limited to, completion of the related Equity Offering or Designated Asset Sale. 
  

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 (e) On and after December 1, 2009, the Issuers may redeem the Fixed Rate Notes, in whole or in
part, upon notice as set forth in Section 3.03 hereof, at the redemption prices (expressed as percentages of principal amount of the Fixed Rate Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon and Additional
Interest, if any, to the applicable Redemption Date, subject to the right of Holders of record of Fixed Rate Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period
beginning on December 1 of each of the years indicated below: 
  

			
	 Year
	  	Percentage
	 2009
	  	105.063%
	 2010
	  	102.531%
	 2011 and thereafter
	  	100.00%

 (f) On and after December 1, 2007, the Issuers may redeem the Floating Rate Notes, in
whole or in part, upon notice as set forth in Section 3.03 hereof, at the redemption prices (expressed as percentages of principal amount of the Floating Rate Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon and
Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of record of Floating Rate Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the
twelve-month period beginning on December 1 of each of the years indicated below: 
  

			
	 Year
	  	Percentage
	 2007
	  	102.000%
	 2008
	  	101.000%
	 2009 and thereafter
	  	100.00%

 (g) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions
of Sections 3.01 through 3.06 hereof. 
 Section 3.08. Redemption Upon Changes in Withholding Taxes. 
 If, as a result of: 
 (a) any amendment
after the Issue Date to, or change after the Issue Date in, the laws or regulations of any Relevant Jurisdiction, or 
 (b) any change
after the Issue Date in the general application or general or official interpretation of the laws, treaties or regulations of any Relevant Jurisdiction applicable to the Company or any Guarantor, 
 the Issuers or any Guarantor would be obligated to pay, on the next date for any payment and as a result of that change, Additional Amounts as set forth in
Section 4.17 hereof with respect to the Relevant Jurisdiction, which the Issuers or any Guarantor cannot avoid by the use of reasonable measures available to it, then the Issuers may redeem all or part of the Notes, at any time thereafter, upon
not less than 30 nor more than 60 days’ notice, at a redemption price of 100% of 

  

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the principal amount, plus accrued and unpaid interest and Additional Interest, if any, to the Redemption Date. Such redemption shall also be permitted if
the Issuers or any Guarantor determines that, as a result of any action take by any legislative body of, taxing authority of, or any action brought in a court of competent jurisdiction, in any Relevant Jurisdiction, which action is taken or brought
on or after the Issue Date, there is a substantial probability that any Issuer or any Guarantor would be required to pay Additional Amounts. Prior to the giving of any notice of redemption described in this paragraph, the Company will deliver an
Officer’s Certificate stating that: 
 (1) the obligation to pay such Additional Amounts cannot be avoided by the Company or any
Guarantor taking reasonable measures available to it; and 
 (2) any Issuer or any Guarantor has or will become, or there is a
substantial probability that it will become, obligated to pay such Additional Amounts as a result of an amendment or change in the laws, treaties or regulations of any Relevant Jurisdiction or a change in the application or interpretation of the
laws, treaties or regulations of the Relevant Jurisdiction. 
 Section 3.09. Mandatory Redemption. 
 The Issuers shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes. 
 Section 3.10. Offers to Repurchase by Application of Excess Proceeds. 
 (a) In the event that, pursuant to Section 4.10 hereof, the Company or any Restricted Subsidiary shall be required to commence an Asset Sale Offer, it shall follow the procedures specified below. 

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

  

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Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the
Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and holders of Pari Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer, shall state: 
 (i) that the Asset Sale Offer is being made pursuant to this Section 3.10 and Section 4.10 hereof and the length of time the Asset Sale Offer
shall remain open; 
 (ii) the Offer Amount, the purchase price and the Purchase Date; 
 (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; 
 (iv) that, unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue
interest after the Purchase Date; 
 (v) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have
Notes purchased in integral multiples of $1,000 only (so long as any Note remaining outstanding has a minimum denomination of $2,000); 
 (vi)
that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer by book-entry
transfer, to the Issuers, the Depositary, if appointed by the Issuers, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; 
 (vii) that Holders shall be entitled to withdraw their election if the Issuers, the Depositary or the Paying Agent, as the case may be, receives, not
later than the expiration of the Offer Period, a telegram, 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; 
 (viii) that, if the aggregate principal amount of Notes and Pari Passu Indebtedness surrendered by
the holders thereof exceeds the Offer Amount, the Trustee shall select the Notes and such Pari Passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness
tendered (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased and any Note remaining outstanding has a minimum
denomination of $2,000); and 
 (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount
to the unpurchased portion of the Notes 

  

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surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased. 
 (e) On or before the Purchase Date, the Issuers shall, to the extent lawful, (1) accept for payment, on a pro rata basis to the extent
necessary, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered and (2) deliver or cause to be delivered to the Trustee the Notes
properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof so tendered. 
 (f) The Issuers, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the
Issuers for purchase, and the Issuers shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being
understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any
unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased; provided, that each such new Note shall be in a principal amount of $2,000 and integral multiples of $1,000 in excess thereof. Any
Note not so accepted shall be promptly mailed or delivered by the Issuers to the Holder thereof. The Issuers shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date. 
 Other than as specifically provided in this Section 3.10 or Section 4.10 hereof, any purchase pursuant to this Section 3.10 shall be made
pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof. 
 ARTICLE 4 
 COVENANTS 
 Section 4.01. Payment of Notes.

 The Issuers shall pay or cause to be paid the principal of, premium, if any, Additional Interest, if any, and interest on the Notes on the
dates and in the manner provided in the Notes. Principal, premium, if any, Additional Interest, if any, and interest shall be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary, holds as of noon Eastern
Time on the due date money deposited by the Issuers in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due. 
 The Issuers shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement.

  

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 The Issuers shall pay interest (including post-petition interest in any proceeding under any Bankruptcy
Law) on overdue principal at the rate equal to the then applicable interest rate on the Notes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of
interest and Additional Interest (without regard to any applicable grace period) at the same rate to the extent lawful. 
 Section 4.02. Maintenance
of Office or Agency. 
 The Issuers shall maintain in the Borough of Manhattan in the City of New York an office or agency (which may be
an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Issuers in respect of the Notes and this
Indenture may be served. The Issuers shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Issuers shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. 
 The Issuers may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such
purposes and may from time to time rescind such designations; provided that no such designation or rescission shall in any manner relieve the Issuers of their obligation to maintain an office or agency in the Borough of Manhattan in the City
of New York for such purposes. The Issuers shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. 
 The Issuers hereby designate the Corporate Trust Office of the Trustee as one such office or agency of the Issuers in accordance with Section 2.03
hereof. 
 Section 4.03. Reports and Other Information. 
 (a) Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for
such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Company shall file with the SEC (and make available to the Trustee and Holders of the Notes (without exhibits), without cost to any Holder, within
15 days after the Company files them with the SEC) from and after the Issue Date, 
 (1) within 90 days after the end of each fiscal
year (or such shorter period that would be applicable to the Company if it were a U.S. company that is not a foreign private issuer and that is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act (a “U.S.
Filer”) as the SEC may in the future prescribe), an annual report on Form 10-K (or any successor form) or Form 20-F (or any successor form) containing substantially the same information (including applicable certifications) that the Company
would be required to include in Form 10-K (or any successor form) if the Company were a U.S. Filer; provided, that the financial statements included therein shall 

  

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be prepared in accordance with GAAP; provided, further, that if any annual report is filed on Form 20-F, the certifications required by Form
10-K, but not Form 20-F, shall be made to the Holders of the Notes and the Trustee as if such report had been made on Form 10-K and provided to the Trustee and made available to Holders, in lieu of being filed with the SEC; 
 (2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such shorter period that would be applicable to
the Company if it were a U.S. Filer as the SEC may in the future prescribe), a report containing substantially the same information (including applicable certifications) required to be contained in Form 10-Q (or any successor form) that would be
required if the Company were a U.S. Filer; provided, that the financial statements included therein shall be prepared in accordance with GAAP; provided, further, that if any quarterly report is filed on Form 6-K, the
certifications required by Form 10-Q, but not Form 6-K, shall be made to the Holders of the Notes and the Trustee as if such report had been made on Form 10-Q and provided to the Trustee and made available to Holders, in lieu of being filed with the
SEC; 
 (3) within the time periods specified on Form 8-K after the occurrence of an event required to be therein reported, such other reports
on the appropriate form for reporting current events containing substantially the same information required to be contained in Form 8-K (or any successor form) that would be required if the Company were a U.S. Filer; provided, that such
reports may be furnished, rather than filed, to the extent U.S. Filers are permitted to do so by the SEC; and 
 (4) any other information,
documents and other reports that the Company would be required to file with the SEC if it were a U.S. Filer; provided, that such reports may be furnished, rather than filed, to the extent U.S. Filers are permitted to do so by the SEC;

 in each case, in a manner that complies in all material respects with the requirements specified in such form; provided, however, that the
Company shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Company will make available such information to prospective purchasers of Notes, in addition to providing such information
to the Trustee and the Holders of the Notes, in each case within 15 days after the time the Company would be required to file such information with the SEC, if it were subject to Section 13 or 15(d) of the Exchange Act. In addition, to the
extent not satisfied by the foregoing, the Company will agree that, for so long as any Notes are outstanding, it will furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be
delivered pursuant to Rule 144A(d)(4) under the Securities Act. 
 (b) In the event that any direct or indirect parent company of
the Company becomes a guarantor of the Notes, the Company may satisfy its obligations under this Section 4.03 with respect to financial information relating to the Company by furnishing financial information relating to such parent;
provided, however that the same is accompanied by consolidating information that explains in reasonable detail the differences between the 

  

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information relating to such parent, on the one hand, and the information relating to the Company and its Restricted Subsidiaries on a standalone basis, on
the other hand. 
 (c) Notwithstanding the foregoing, the requirements of this Section 4.03 shall be deemed satisfied prior to the
commencement of the Exchange Offer or the effectiveness of the Shelf Registration Statement by: 
 (1) the filing with the SEC of the Exchange
Offer Registration Statement or Shelf Registration Statement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act, or 
 (2) posting on its website or providing to the Trustee within 15 days of the time periods after the Company would have been required to file annual
and interim reports with the SEC, the financial information (including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section) that would be required to be included in such reports, subject
to exceptions consistent with the presentation of financial information in the Offering Memorandum. 
 Section 4.04. Compliance Certificate.

 (a) The Issuers and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) shall deliver to
the Trustee, within 90 days after the end of each fiscal year ending after the Issue Date, a certificate from the principal executive officer, principal financial officer or principal accounting officer (or such other Officer as is appropriate)
stating that a review of the activities of the Issuers and their Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officer with a view to determining whether the Issuers have kept, observed,
performed and fulfilled their obligations under this Indenture, and further stating, as to such Officer signing such certificate, that to the best of his or her knowledge the Issuers have kept, observed, performed and fulfilled each and every
condition and covenant contained in this Indenture and are not in default in the performance or observance of any of the terms, provisions, covenants and conditions of this Indenture (or, if a Default shall have occurred, describing all such
Defaults of which he or she may have knowledge and what action the Issuers are taking or propose to take with respect thereto). 
 (b) When any Default has occurred and is continuing under this Indenture, or if the Trustee or the holder of any other evidence of Indebtedness of the Issuers or any Subsidiary gives any notice or takes any other action with respect to
a claimed Default, the Issuers shall promptly (which shall be no more than five (5) Business Days) deliver to the Trustee by registered or certified mail or by facsimile transmission an Officer’s Certificate specifying such event and what
action the Issuers propose to take with respect thereto. 
 Section 4.05. Taxes. 
 The Issuers shall pay, and shall cause each of their Restricted Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and
governmental levies except such as are 

  

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contested in good faith and by appropriate negotiations or proceedings or where the failure to effect such payment is not adverse in any material respect to
the Holders of the Notes. 
 Section 4.06. Stay, Extension and Usury Laws. 
 The Issuers and each of the Guarantors covenant (to the extent that they may lawfully do so) that they shall not at any time insist upon, plead, or in any
manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Issuers and each of
the Guarantors (to the extent that they may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and covenant that they shall not, by resort to any such law, hinder, delay or impede the execution of any power herein
granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law has been enacted. 
 Section 4.07.
Limitation on Restricted Payments. 
 (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to,
directly or indirectly: 
 (I) declare or pay any dividend or make any payment or distribution on account of the Company’s or any of its
Restricted Subsidiaries’ Equity Interests, including any dividend or distribution payable in connection with any merger or consolidation other than: 
 (A) dividends or distributions by the Company payable solely in Equity Interests (other than Disqualified Stock) of the Company; or 
 (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of Equity Interests issued by a Restricted Subsidiary
other than a Wholly Owned Subsidiary, the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of Equity Interests;

 (II) purchase, redeem, defease or otherwise acquire or retire for value any Equity Interests of the Company or any direct or indirect
parent of the Company, including in connection with any merger or consolidation; 
 (III) make any payment on, or with respect to, or
purchase, redeem, defease or otherwise acquire or retire for value, in each case, prior to any scheduled repayment, sinking fund payment or Stated Maturity, any Subordinated Indebtedness, other than: 
 (A) with respect to Indebtedness permitted to be incurred pursuant to clauses (7) and (8) of Section 4.09(b) hereof; or 
  

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 (B) a payment of interest, principal or related Obligations at Stated Maturity; or 
 (C) the purchase, redemption, defeasance or other acquisition or retirement of Subordinated Indebtedness in anticipation of satisfying a sinking fund
obligation or principal installment at Stated Maturity, in each case due within one year of the date of purchase, redemption, defeasance or acquisition or retirement; or 
 (IV) make any Restricted Investment, 
 (each such payment or other action set forth in clauses (I) through
(IV) above being referred to as a “Restricted Payment”), unless, at the time of and immediately after giving effect to such Restricted Payment: 
 (1) no Default shall have occurred and be continuing or would occur as a consequence thereof; 
 (2) the
Company would have been permitted to incur at least $1.00 of additional Indebtedness pursuant to Section 4.09(a) hereof; and 
 (3) such
Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and its Restricted Subsidiaries after the Issue Date (including Restricted Payments permitted by clauses (1), (2) (with respect to the
payment of dividends on Refunding Capital Stock pursuant to clause (b) thereof only), (6)(c) and (9) of Section 4.07(b) hereof, but excluding all other Restricted Payments permitted by Section 4.07(b) hereof), is less than
the sum of (without duplication): 
 (a) 50% of the Consolidated Net Income of the Company for the period (taken as one accounting period)
beginning November 1, 2005, to the end of the Company’s 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, minus 100% of such deficit; plus  
 (b) 100% of the aggregate net cash proceeds and the fair market value, as determined in
good faith by the Company, of marketable securities or other property received by the Company after the Issue Date (other than net cash proceeds to the extent such net cash proceeds have been relied upon to incur Indebtedness, Disqualified Stock or
Preferred Stock pursuant to clause (12)(a) of Section 4.09(b) hereof) from the issue or sale of: 
 (i) (A) Equity Interests of
the Company, including Treasury Capital Stock, but excluding such proceeds and such fair market value, as determined in good faith by the Company, of marketable securities or other property received from the sale of: 
  

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 (x) Equity Interests to members of management, directors or consultants of the Company, any direct or
indirect parent company of the Company and the Company’s Subsidiaries after the Issue Date to the extent such amounts have been applied to make Restricted Payments in accordance with clause (4) of Section 4.07(b) hereof; and

 (y) Designated Preferred Stock; and 
 (B) to the extent such net cash proceeds are actually contributed to the Company, Equity Interests of any direct or indirect parent company of the Company (excluding contributions of the proceeds from the sale of Designated Preferred Stock
of any such parent company or contributions to the extent such amounts have been applied to make Restricted Payments in accordance with clause (4) of Section 4.07(b) hereof); or 
 (ii) debt securities of the Company that have been converted into or exchanged for Equity Interests of the Company; 
 provided, however, that the calculation set forth in this clause (b) shall not include the net cash proceeds or fair market value of marketable
securities or other property received from the sale of (W) Refunding Capital Stock, (X) Equity Interests or debt securities of the Company that are convertible into or exchangeable for Equity Interests of the Company, in each case sold to
a Restricted Subsidiary, (Y) Disqualified Stock or debt securities that have been converted into Disqualified Stock or (Z) Excluded Contributions; plus  
 (c) 100% of the aggregate amount of net cash proceeds and the fair market value, as determined in good faith by the Company, of marketable securities or other property contributed to the capital of the Company after
the Issue Date (other than net cash proceeds: (A) to the extent such net cash proceeds have been relied upon to incur Indebtedness, Disqualified Stock or Preferred Stock pursuant to clause (12)(a) of Section 4.09(b) hereof,
(B) contributed by a Restricted Subsidiary and (C) constituting an Excluded Contribution); plus  
 (d) 100% of the aggregate
amount received in cash and the fair market value, as determined in good faith by the Company, of marketable securities or other property received from: 
 (i) the sale or other disposition (other than to the Company or a Restricted Subsidiary) of Restricted Investments made by the Company or its Restricted Subsidiaries and repurchases and redemptions of such Restricted
Investments from the Company or its Restricted Subsidiaries and repayments of loans or advances, and releases of guarantees, which constitute Restricted Investments by the Company or its Restricted Subsidiaries, in each case after the Issue Date; or

  

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 (ii) the sale (other than to the Company or a Restricted Subsidiary) of the Capital Stock of an
Unrestricted Subsidiary or a distribution or dividend from an Unrestricted Subsidiary, in each case after the Issue Date (other than in each case to the extent the Investment in such Unrestricted Subsidiary was made by the Company or a Restricted
Subsidiary pursuant to clause (7) of Section 4.07(b) hereof or to the extent such Investment constituted a Permitted Investment); plus  
 (e) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary after the Issue Date, the fair market value of the Investment in such Unrestricted Subsidiary, as determined by the Company
in good faith or if such fair market value exceeds $25.0 million, in writing by an Independent Financial Advisor, at the time of such redesignation (other than an Unrestricted Subsidiary to the extent the Investment in such Unrestricted
Subsidiary was made by the Company or a Restricted Subsidiary pursuant to clause (7) of Section 4.07(b) hereof or to the extent such Investment constituted a Permitted Investment). 
 (b) The foregoing provisions of Section 4.07(a) hereof shall not prohibit: 
 (1) the payment of any dividend within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of this Indenture; 
 (2) (a) the purchase, redemption, defeasance or other acquisition or retirement for value of any Equity Interests (“Treasury Capital
Stock”) or Subordinated Indebtedness of the Company or any Equity Interests of any direct or indirect parent company of the Company, in exchange for, or out of the proceeds of the substantially concurrent sale (other than to a Restricted
Subsidiary of the Company) of, Equity Interests of the Company or any direct or indirect parent company of the Company to the extent contributed to the Company (in each case, other than any Disqualified Stock) (“Refunding Capital
Stock”) and (b) if immediately prior to the retirement of Treasury Capital Stock, the declaration and payment of dividends thereon was permitted under clause (6) of this Section 4.07(b), the declaration and payment of
dividends on the Refunding Capital Stock (other than Refunding Capital Stock the proceeds of which were used to purchase, redeem, defease or otherwise acquire or retire for value any Equity Interests of any direct or indirect parent company of the
Company) in an aggregate amount in any calendar year no greater than the aggregate amount of dividends per annum that were declarable and payable on such Treasury Capital Stock immediately prior to such retirement; 
 (3) the purchase, redemption, defeasance or other acquisition or retirement for value of Subordinated Indebtedness of the Issuers or a Guarantor made by
exchange for, or out of the proceeds of the substantially concurrent sale of, Refinancing Indebtedness of the Issuers or a Guarantor, as the case may be, that is incurred in compliance with Section 4.09 hereof. 
  

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 (4) the purchase, redemption, defeasance or other acquisition or retirement for value of Equity Interests
(other than Disqualified Stock) of the Company or any of its direct or indirect parent companies held by any future, present or former employee, director or consultant of the Company, any of its Subsidiaries or any of its direct or indirect parent
companies pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement; provided, however, that the aggregate Restricted Payments made under this clause (4) shall not
exceed in any calendar year $20.0 million (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum (without giving effect to the following proviso) of $40.0 million in any calendar
year); provided further, however, that such amount in any calendar year may be increased by an amount not to exceed: 
 (a) the net cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of the Company and, to the extent contributed to the Company, Equity Interests of any of the Company’s direct or indirect parent companies, in
each case to members of management, directors or consultants of the Company, any of its Subsidiaries or any of its direct or indirect parent companies that occurs after the Issue Date, to the extent such net cash proceeds have not otherwise been
applied to make Restricted Payments pursuant to clause (3) of Section 4.07(a) hereof; plus  
 (b) the net cash proceeds of
key man life insurance policies received by the Company or its Restricted Subsidiaries after the Issue Date; less  
 (c) the amount of
any Restricted Payments previously made with the cash proceeds set forth in clauses (a) and (b) of this clause (4); 
 provided,
further, that cancellation of Indebtedness owing to the Company from members of management of the Company, any of the Company’s direct or indirect parent companies or any of the Company’s Restricted Subsidiaries in connection with a
repurchase of Equity Interests of the Company or any of its direct or indirect parent companies will not be deemed to constitute a Restricted Payment for purposes of this Section 4.07 or any other provision of this Indenture; 
 (5) the declaration and payment of dividends to holders of any class or series of Disqualified Stock of the Company or any of its Restricted Subsidiaries
issued in accordance with and to the extent permitted by Section 4.09 hereof to the extent such dividends are included in the definition of “Fixed Charges;” 
 (6) the declaration and payment of dividends 
 (a) to holders of any class or series of Designated Preferred
Stock (other than Disqualified Stock) issued by the Company after the Issue Date; 
 (b) to a direct or indirect parent company of the
Company, to the extent that the proceeds of which are used to fund the payment of dividends to holders of any class or series of Designated Preferred Stock (other than 

  

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Disqualified Stock) of such parent company issued after the Issue Date; provided, however, that the amount of dividends paid pursuant to
this clause (b) shall not exceed the aggregate amount of cash actually contributed to the Company from the sale of such Designated Preferred Stock; 
 (c) to holders of Refunding Capital Stock that is Preferred Stock and that was exchanged for, or the proceeds of which were used to purchase, redeem, defease or otherwise acquire or retire for value, any Preferred
Stock (other than Preferred Stock of the Company outstanding on the Issue Date) in excess of the dividends declarable and payable thereon pursuant to clause (2) of this Section 4.07(b); 
 provided, however, in the case of each of clauses (a), (b) and (c) of this clause (6), that for the most recently ended four full fiscal quarters
for which internal financial statements are available immediately preceding the date of declaration of any such dividends, after giving effect to such declaration on a pro forma basis, the Company and its Restricted Subsidiaries on a consolidated
basis would have had a Fixed Charge Coverage Ratio of at least 2.00 to 1.00; 
 (7) Investments in Unrestricted Subsidiaries having an
aggregate fair market value, taken together with all other Investments made pursuant to this clause (7) that are at the time outstanding, without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do
not consist of cash or marketable securities, not to exceed the greater of $50.0 million and 2% of Total Assets at the time of such Investment (with the fair market value of each Investment being determined in good faith by the Company at the
time made and without giving effect to subsequent changes in value); 
 (8) repurchases of Equity Interests deemed to occur upon exercise of
stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants; 
 (9) the
declaration and payment of dividends on the Company’s common stock (or the payment of dividends to any direct or indirect parent company to fund a payment of dividends on such company’s common stock), following the consummation of an
underwritten public offering of the Company’s common stock or the common stock of any of its direct or indirect parent companies after the Issue Date, of up to 6% per annum of the net cash proceeds received by or contributed to the Company
in or from any such public offering, other than public offerings with respect to common stock registered on Form S-8 and other than any public sale constituting an Excluded Contribution; 
 (10) Restricted Payments that are made with Excluded Contributions; 
 (11) other Restricted Payments in an aggregate amount, taken together with all other Restricted Payments made pursuant to this clause (11), not to exceed the greater of $50.0 million and 2% of Total Assets at the time
made; 
  

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 (12) distributions or payments of Receivables Fees; 
 (13) any Restricted Payment used to fund the Transactions and the fees and expenses related thereto or owed to Affiliates, in each case to the extent
permitted by Section 4.11 hereof; 
 (14) the repurchase, redemption or other acquisition or retirement for value of any Subordinated
Indebtedness pursuant to provisions similar to those set forth under Section 4.10 and Section 4.14 hereof; provided that all Notes tendered by Holders in connection with a Change of Control Offer or Asset Sale Offer, as applicable, have
been purchased, redeemed, defeased or acquired for value; 
 (15) the declaration and payment of dividends by the Company to, or the making of
loans to, any direct or indirect parent in amounts required for any direct or indirect parent companies to pay, in each case without duplication, 
 (a) franchise taxes and other fees, taxes and expenses required to maintain their corporate existence; 
 (b) federal, state and
local income taxes, to the extent such income taxes are attributable to the income of the Company and its Restricted Subsidiaries and, to the extent of the amount actually received from its Unrestricted Subsidiaries, in amounts required to pay such
taxes to the extent attributable to the income of such Unrestricted Subsidiaries; provided, however that in each case the amount of such payments in any fiscal year does not exceed the amount that the Company and its Restricted
Subsidiaries would be required to pay in respect of federal, state and local taxes for such fiscal year were the Company, its Restricted Subsidiaries and its Unrestricted Subsidiaries (to the extent set forth above) to pay such taxes separately from
any such parent company; 
 (c) customary salary, bonus and other benefits payable to officers and employees of any direct or indirect parent
company the Company to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of the Company and its Restricted Subsidiaries; 
 (d) general corporate operating and overhead costs and expenses of any direct or indirect parent company of the Company to the extent such costs and expenses are attributable to the ownership or operation of the
Company and its Restricted Subsidiaries; and 
 (e) fees and expenses other than to Affiliates of the Company related to any unsuccessful
equity or debt offering of such parent company; 
  

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	 	(16)	the distribution, by dividend or otherwise, by the Company or a Restricted Subsidiary, of shares of Capital Stock of, or Indebtedness owed to the Company or a Restricted Subsidiary
by Unrestricted Subsidiaries; 

  

	 	(17)	at any time on or prior to the third anniversary of the Issue Date, Restricted Payments that are made with the proceeds from Designated Asset Sales; or 

  

	 	(18)	at any time on or prior to July 31, 2006, Restricted Payments that are made with the proceeds from any Tranche B-2 Term Loan Commitment (as defined in the Senior Credit
Facilities) to the extent permitted by the Senior Credit Facilities; 

 provided, however, that at the time of, and after giving
effect to, any Restricted Payment permitted under clauses (11), (17) and (18) of this Section 4.07(b), no Default shall have occurred and be continuing or would occur as a consequence thereof. 
 (c) For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Company and its
Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be deemed to be Restricted Payments in an amount determined as set forth in the last sentence of the definition of “Investment.” Such designation
will be permitted only if a Restricted Payment in such amount would be permitted at such time, whether pursuant to Section 4.07(a) hereof or under clause (7), (10) or (11) of Section 4.07(b) hereof, or pursuant to the definition
of “Permitted Investments,” and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. 
 Section 4.08. Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. 
 (a) The Company shall
not, and shall not permit any of its Restricted Subsidiaries that is not a U.S. Issuer or a Guarantor to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction
on the ability of any such Restricted Subsidiary to: 
 (1) (A) pay dividends or make any other distributions to the Company or any
of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or 
 (B) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; 
 (2) make loans or advances to the Company or
any of its Restricted Subsidiaries; or 
 (3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted
Subsidiaries. 
 (b) The restrictions in Section 4.08(a) hereof shall not apply to encumbrances or restrictions existing under or by
reason of: 
  

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 (1) contractual encumbrances or restrictions in effect on the Issue Date, including pursuant to the
Senior Credit Facilities and the related documentation; 
 (2) this Indenture, the Notes, the indenture governing the Subordinated Notes and
the Subordinated Notes; 
 (3) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of
the nature discussed in clause (3) of Section 4.08(a) hereof on the property so acquired; 
 (4) applicable law or any applicable
rule, regulation or order; 
 (5) any agreement or other instrument of a Person acquired by the Company or any of its Restricted Subsidiaries
in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the
property or assets of the Person and its Subsidiaries, so acquired; 
 (6) contracts for the sale of assets, including customary restrictions
with respect to a Subsidiary of the Company pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary; 
 (7) Secured Indebtedness otherwise permitted to be incurred pursuant to Section 4.09 hereof and Section 4.12 hereof that limit the right of the
debtor to dispose of the assets securing such Indebtedness; 
 (8) restrictions on cash or other deposits or net worth imposed by customers
under contracts entered into in the ordinary course of business; 
 (9) other Indebtedness, Disqualified Stock or Preferred Stock of
Restricted Subsidiaries that are not U.S. Issuers or Guarantors permitted to be incurred subsequent to the Issue Date pursuant to the provisions of Section 4.09 hereof; 
 (10) customary provisions in joint venture agreements and other similar agreements relating solely to such joint venture; 
 (11) customary provisions contained in leases or licenses of intellectual property and other agreements, in each case, entered into in the ordinary course
of business; 
 (12) any encumbrances or restrictions of the type referred to in Section 4.08(a) hereof imposed by any amendments,
modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (11) of this Section 4.08(b); provided,
however, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of 

  

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the Company, no more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification,
restatement, renewal, increase, supplement, refunding, replacement or refinancing; and 
 (13) restrictions created in connection with any
Receivables Facility that, in the good faith determination of the Company are necessary or advisable to effect transactions contemplated under such Receivables Facility. 
 Section 4.09. Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. 
 (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable,
contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and the Company shall not issue any shares of Disqualified Stock
and shall not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that the Company may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified
Stock, and any of its Restricted Subsidiaries may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, if the Fixed Charge Coverage Ratio on a consolidated basis for the
Company and its Restricted Subsidiaries’ most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock
or Preferred Stock is issued would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or
Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period, provided, however, that Restricted Subsidiaries that are not Guarantors may not
incur Indebtedness or issue Disqualified Stock or Preferred Stock if, after giving pro forma effect to such incurrence or issuance (including a pro forma application of the net proceeds therefrom), more than an aggregate of $125.0 million of
Indebtedness or Disqualified Stock or Preferred Stock of Restricted Subsidiaries that are not Guarantors is outstanding pursuant to this clause (a) at such time. 
 (b) The provisions of Section 4.09(a) hereof shall not apply to: 
 (1) the incurrence of
Indebtedness under Credit Facilities by the Company or any of its Restricted Subsidiaries and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed
to have a principal amount equal to the face amount thereof), up to an aggregate principal amount of $975.0 million outstanding at any one time, less up to $215.0 million in the aggregate of mandatory principal payments actually made by
the borrower thereunder in respect of Indebtedness thereunder with the proceeds of the Storage Sale; 
 (2) the incurrence by the Issuers and
any Guarantor of Indebtedness represented by the Notes and the Subordinated Notes (including any Guarantee) (other 

  

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than any Additional Notes) and any notes and guarantees issued in exchange for the Notes, the Subordinated Notes and Guarantees pursuant to a registration
rights agreement; 
 (3) Indebtedness of the Company and its Restricted Subsidiaries in existence on the Issue Date (other than Indebtedness
set forth in clauses (1) and (2) of this Section 4.09(b)); 
 (4) (a) Indebtedness (including Capitalized Lease
Obligations), Disqualified Stock and Preferred Stock incurred by the Company or any of its Restricted Subsidiaries, to finance the purchase, lease or improvement of property (real or personal) or equipment that is used or useful in a Similar
Business, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets, in an aggregate principal amount at the date of such incurrence (including all Refinancing Debt Incurred to refinance any other
Indebtedness incurred pursuant to this clause (4)(a)) not to exceed the greater of $100.0 million and 4% of Total Assets; provided, however, that such Indebtedness exists at the date of such purchase or
transaction, or is created within 270 days thereafter, and (b) other Indebtedness under Capitalized Lease Obligations in a principal amount that does not exceed $50.0 million in the aggregate at any time outstanding, together with
other Indebtedness under Capitalized Lease Obligations incurred under this clause (4)(b) (including all Refinancing Debt Incurred to refinance any other Indebtedness incurred pursuant to this clause (4)(b)); 
 (5) Indebtedness incurred by the Company or any of its Restricted Subsidiaries constituting reimbursement obligations with respect to letters of credit
issued in the ordinary course of business, including letters of credit in respect of workers’ compensation claims, or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims;
provided, however, that upon the drawing of such letter of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence; 
 (6) Indebtedness arising from agreements of the Company or its Restricted Subsidiaries providing for indemnification, adjustment of purchase price or
similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or the Capital Stock of a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such
business, assets or Capital Stock for the purpose of financing such acquisition; provided, however, that the maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds, including non-cash
proceeds (the fair market value of such non-cash proceeds being measured at the time received and without giving effect to any subsequent changes in value), actually received by the Company and its Restricted Subsidiaries in connection with such
disposition; 
 (7) Indebtedness of the Company to a Restricted Subsidiary; provided, however, that any subsequent issuance or
transfer of any Capital Stock or any other event that results in such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Company or another Restricted 

  

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Subsidiary) shall be deemed, in each case, to be an incurrence of such Indebtedness; provided further, however, that any such
Indebtedness owing to a Restricted Subsidiary that is not a U.S. Issuer or a Guarantor shall be expressly subordinated in right of payment to the Notes; 
 (8) Indebtedness of a Restricted Subsidiary to the Company or another Restricted Subsidiary; provided, however, that if a U.S. Issuer or a Guarantor incurs such Indebtedness to a Restricted Subsidiary
that is not a U.S. Issuer or a Guarantor, such Indebtedness is expressly subordinated in right of payment to the Notes in the case of a U.S. Issuer or the Guarantee of the Notes of such Guarantor; provided further, however, that
any subsequent transfer of any such Indebtedness (except to the Company or another Restricted Subsidiary) shall be deemed, in each case, to be an incurrence of such Indebtedness; 
 (9) shares of Preferred Stock of a Restricted Subsidiary issued to the Company or another Restricted Subsidiary, provided that any subsequent
issuance or transfer of any Capital Stock or any other event that results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to the Company or
another of its Restricted Subsidiaries) shall be deemed in each case to be an issuance of such shares of Preferred Stock; 
 (10) Hedging
Obligations (excluding Hedging Obligations entered into for speculative purposes) for the purpose of limiting interest rate risk with respect to any Indebtedness permitted to be incurred pursuant to this Section 4.09, exchange rate risk or
commodity pricing risk; 
 (11) obligations in respect of performance, bid, appeal and surety bonds and completion guarantees provided by the
Company or any of its Restricted Subsidiaries in the ordinary course of business; 
 (12) (a) Indebtedness or Disqualified Stock of the
Company and Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary equal to 200.0% of the net cash proceeds received by the Company after the Issue Date from the issue or sale of Equity Interests of the Company or cash
contributed to the capital of the Company (in each case, other than proceeds of Disqualified Stock or sales of Equity Interests to the Company or any of its Subsidiaries) as determined in accordance with clauses (3)(b) and (3)(c) of
Section 4.07(a) hereof to the extent such net cash proceeds or cash have not been applied pursuant to such clauses to make Restricted Payments or to make other Investments, payments or exchanges pursuant to Section 4.07(b) hereof or to
make Permitted Investments (other than Permitted Investments specified in clauses (1) and (3) of the definition thereof) and (b) Indebtedness or Disqualified Stock of the Company and Indebtedness, Disqualified Stock or Preferred Stock
of any Restricted Subsidiary not otherwise permitted hereunder in an aggregate principal amount or liquidation preference, which when aggregated with the principal amount and liquidation preference of all other Indebtedness, Disqualified Stock and
Preferred Stock then outstanding and 

  

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incurred pursuant to this clause (12)(b), does not at any one time outstanding exceed $175.0 million; 
 (13) the incurrence by the Company or any Restricted Subsidiary of the Company of Indebtedness, Disqualified Stock or Preferred Stock that serves to
refund or refinance any Indebtedness, Disqualified Stock or Preferred Stock incurred pursuant to Section 4.09(a) hereof, clauses (2), (3), (4), (12)(a), (13) or (14) of this Section 4.09(b) or any Indebtedness, Disqualified Stock
or Preferred Stock incurred to so refund or refinance such Indebtedness, Disqualified Stock or Preferred Stock (the “Refinancing Indebtedness”); provided, however, that: 
 (A) the principal amount of such Refinancing Indebtedness does not exceed the principal amount of (or accreted value, if applicable), plus any accrued and
unpaid interest on, the Indebtedness being so refunded or refinanced, plus the amount of any premium (including any tender premium and any defeasance costs, fees and premium required to be paid under the terms of the instrument governing such
Indebtedness) and any fees and expenses incurred in connection with the issuance of such new Indebtedness; 
 (B) such Refinancing
Indebtedness shall have a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred equal to or greater than the remaining Weighted Average Life to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock
being refunded or refinanced; 
 (C) if such Refinancing Indebtedness constitutes Subordinated Indebtedness, such Refinancing Indebtedness
shall have a final scheduled maturity date equal to or later than the final scheduled maturity date of the Indebtedness being refunded or refinanced; 
 (D) to the extent such Refinancing Indebtedness refunds or refinances (i) Subordinated Indebtedness, such Refinancing Indebtedness shall be subordinated to the Notes or the Guarantee at least to the same extent
as the Indebtedness being refinanced or refunded or (ii) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness must be Disqualified Stock or Preferred Stock, respectively; and 
 (E) Refinancing Indebtedness shall not include: 
 (i) Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary of the Company that is not a U.S. Issuer or a Guarantor that refunds or refinances Indebtedness, Disqualified Stock or Preferred Stock of either an Issuer or a
Guarantor; or 
 (ii) Indebtedness, Disqualified Stock or Preferred Stock of the Company or a Restricted Subsidiary that refunds or refinances


  

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Indebtedness, Disqualified Stock or Preferred Stock of an Unrestricted Subsidiary; 
 (14) Indebtedness, Disqualified Stock or Preferred Stock of (x) the Company or a Restricted Subsidiary incurred to finance an acquisition or
(y) Persons that are acquired by the Company or any Restricted Subsidiary or merged with or into the Company or a Restricted Subsidiary in accordance with the terms of this Indenture; provided, however, that after giving effect to
such acquisition or merger, either 

	 	(A)	the Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof, or


  

	 	(B)	the Fixed Charge Coverage Ratio of the Company and the Restricted Subsidiaries would be greater than immediately prior to such acquisition or merger; 

 (15) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient
funds in the ordinary course of business, provided, however, that such Indebtedness is extinguished within two Business Days of its incurrence; 
 (16) Indebtedness of the Company or any of its Restricted Subsidiaries supported by a letter of credit issued pursuant to Credit Facilities, in a principal amount not in excess of the stated amount of such letter of
credit; 
 (17) (a) any guarantee by the Company or a Restricted Subsidiary of Indebtedness or other obligations of any Restricted
Subsidiary so long as the incurrence of such Indebtedness incurred by such Restricted Subsidiary is permitted under the terms of this Indenture, or 
 (b) any guarantee by a Restricted Subsidiary of Indebtedness of the Company provided, however, that such guarantee is incurred in accordance with Section 4.15 hereof; and 
 (18) Indebtedness owed by the Company or any of its Restricted Subsidiaries to current or former officers, directors and employees thereof, their
respective estates, spouses or former spouses, in each case to finance the purchase or redemption of Equity Interests of the Company or any direct or indirect parent company of the Company to the extent set forth in clause (4) of
Section 4.07(b) hereof. 
 (c) For purposes of determining compliance with this Section 4.09: 
 (1) in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) meets the criteria of more than one of the
categories of permitted Indebtedness, Disqualified Stock or Preferred Stock set forth in clauses (1) 

  

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through (18) of Section 4.09(b) hereof or is entitled to be incurred pursuant to Section 4.09(a) hereof, the Company, in its sole discretion,
shall classify, and may thereafter reclassify, such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) and shall only be required to include the amount and type of such Indebtedness, Disqualified Stock or Preferred
Stock in one of the above clauses; provided, however, that all Indebtedness outstanding under the Credit Facilities after the application of the net proceeds from the sale of the Notes shall first be applied to clause (1) of
Section 4.09(b) hereof; and 
 (2) at the time of incurrence, the Company shall be entitled to divide and classify an item of
Indebtedness in more than one of the types of Indebtedness set forth in Sections 4.09(a) and 4.09(b) hereof (it being understood that any Indebtedness, Disqualified Stock or Preferred Stock incurred pursuant to clause (12)(b) or clause
(4) of Section 4.09(b) shall cease to be deemed incurred or outstanding for purposes of first, clause (12)(b) and second, clause (4) and shall be deemed incurred for the purposes of Section 4.09(a) hereof from and after the
first date on which, and to the extent that, the Company or such Restricted Subsidiary could have incurred such Indebtedness, Disqualified Stock or Preferred Stock under the Section 4.09(a) hereof without reliance on clause (12)(b) or (4),
as applicable). 
 Accrual of interest, the accretion of accreted value and the payment of interest or dividends in the form of additional
Indebtedness, Disqualified Stock or Preferred Stock shall not be deemed to be an incurrence of Indebtedness, Disqualified Stock or Preferred Stock for purposes of this Section 4.09. 
 For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent
principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of
revolving credit Indebtedness; provided, however that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar denominated
restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such
refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced. 
 The principal amount of any
Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective
Indebtedness is denominated that is in effect on the date of such refinancing. 
 Notwithstanding anything to the contrary, the Company shall
not, and shall not permit any U.S. Issuer or Guarantor to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness) that is subordinated or junior in right of payment to any Indebtedness of the Company or such U.S. Issuer or
Guarantor, as the case may be, unless such Indebtedness is 

  

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expressly subordinated in right of payment to the Notes or such Guarantor’s Guarantee to the extent and in the same manner as such Indebtedness is
subordinated to other Indebtedness of the Company or such U.S. Issuer or Guarantor, as the case may be. For the purposes of this Indenture, Indebtedness that is unsecured is not deemed to be subordinated or junior to Secured Indebtedness merely
because it is unsecured, and Indebtedness (other than Subordinated Indebtedness) is not deemed to be subordinated or junior to any other such Indebtedness merely because it has a junior priority with respect to the same collateral. 
 Section 4.10. Asset Sales. 
 (a) The Company
shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale, unless: 
 (1) the Company or such Restricted
Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the Company) of the assets sold or otherwise disposed of; and 
 (2) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary, as the
case may be, is in the form of cash or Cash Equivalents; provided, however, that, for purposes of this provision and for no other purpose, each of the following shall be deemed to be cash: 
 (A) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto) of the
Company or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Notes, that are assumed by the transferee of such assets and with respect to which the Company and all of its Restricted Subsidiaries have been
validly released by all creditors in writing, 
 (B) any securities received by the Company or such Restricted Subsidiary from such transferee
that are converted by the Company or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of such Asset Sale to the extent of the cash received in such conversion, and 
 (C) any Designated Non-cash Consideration received by the Company or such Restricted Subsidiary having an aggregate fair market value (as determined in
good faith by the Company), 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 $150.0 million and 6% of Total Assets at the
time of the receipt of such Designated Non-cash Consideration, with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value. 
  

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 (b) Within 450 days after the receipt of any Net Proceeds of any Asset Sale, the Company or any
Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale, 
 (1) to permanently reduce: 
 (A) Obligations under the Senior Credit Facilities, and to correspondingly reduce commitments with respect thereto; 
 (B) Obligations under Indebtedness (other than Subordinated Indebtedness) that is secured by a Lien, which Lien is permitted by this Indenture, and to
correspondingly reduce commitments with respect thereto; 
 (C) Obligations under other Indebtedness (other than Subordinated Indebtedness)
(and to correspondingly reduce commitments with respect thereto), provided, however, that the Company shall equally and ratably reduce Obligations under the Notes as provided under Section 3.07 hereof through open-market purchases
(to the extent such purchases are at or above 100% of the principal amount thereof) or by making an offer (in accordance with the procedures set forth under Section 4.10(c) hereof) to all Holders to purchase their Notes at 100% of the principal
amount thereof, plus the amount of accrued but unpaid interest, if any, on the amount of Notes that would otherwise be prepaid; or 
 (D)
Indebtedness of a Restricted Subsidiary that is not a U.S. Issuer or Guarantor, other than Indebtedness owed to the Company or another Restricted Subsidiary; or 
 (2) to: 
 (A) make capital expenditures; 
 (B) either (i) make Restricted Payments pursuant to clause (17) of Section 4.07(b) hereof or (ii) redeem Notes in accordance with
Section 3.10 hereof in each case with the proceeds of Designated Asset Sales; 
 (C) make an Investment in any one or more businesses;
provided, however, that any such Investment is in the form of the acquisition of Capital Stock and results in such business becoming a Restricted Subsidiary; or 
 (D) acquire properties or other assets, 
 that, in the case of
each of clauses (C) and (D), are either used or useful in a Similar Business or replace the businesses, properties and /or assets that are the subject of such Asset Sale; provided further, however, that a binding
commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment so long as the Company or such other Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Proceeds
will be 

  

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applied to satisfy such commitment within 180 days of such commitment (an “Acceptable Commitment”) and, in the event any Acceptable
Commitment is later cancelled or terminated for any reason before the Net Proceeds are applied in connection therewith, the Company or such Restricted Subsidiary enters into another Acceptable Commitment (a “Second Commitment”)
within 180 days of such cancellation or termination; provided, however, that if any Second Commitment is later cancelled or terminated for any reason before such Net Proceeds are applied, then such Net Proceeds shall
constitute Excess Proceeds. 
 (c) Any Net Proceeds from the Asset Sale that are not invested or applied as provided and within the time
period set forth in Section 4.10(b) shall be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $25.0 million, the Issuers shall make an offer to all Holders of the Notes and, if
required by the terms of any Indebtedness that is pari passu with the Notes (“Pari Passu Indebtedness”), to the holders of such Pari Passu Indebtedness (an “Asset Sale Offer”), to purchase the maximum
aggregate principal amount (or accreted value, as applicable) of the Notes and such Pari Passu Indebtedness that is in a minimum amount of $2,000 and an integral multiple of $1,000 in excess thereof that may be purchased out of the Excess Proceeds
at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in
this Indenture. The Issuers shall commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceed $25.0 million by delivering the notice required pursuant to the terms of this
Indenture, with a copy to the Trustee. 
 To the extent that the aggregate amount of Notes and such Pari Passu Indebtedness tendered pursuant
to an Asset Sale Offer is less than the Excess Proceeds, the Issuers may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in this Indenture. If the aggregate principal amount of Notes or the Pari
Passu Indebtedness surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such Pari Passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal
amount of the Notes or such Pari Passu Indebtedness tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. 
 (d) Pending the final application of any Net Proceeds pursuant to this Section 4.10, the holder of such Net Proceeds may apply such Net Proceeds temporarily to reduce Indebtedness outstanding under a
revolving credit facility or otherwise invest such Net Proceeds in any manner not prohibited by this Indenture. 
 (e) The Issuers shall
comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset
Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuers shall comply with the applicable securities laws and 

  

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regulations and shall not be deemed to have breached their obligations set forth in this Indenture by virtue thereof. 
 Section 4.11. Transactions with Affiliates. 
 (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from,
or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Company (each of the foregoing, an “Affiliate Transaction”) involving
aggregate payments or consideration in excess of $5.0 million, unless: 
 (1) such Affiliate Transaction is on terms that are not
materially less favorable to the Company or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis;
and 
 (2) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration
in excess of $20.0 million, the Company delivers to the Trustee a resolution adopted by the majority of the board of directors of the Company approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that
such Affiliate Transaction complies with clause (1) of this Section 4.11(a). 
 (b) The provisions of Section 4.11(a) hereof
shall not apply to the following: 
 (1) transactions between or among the Company or any of its Restricted Subsidiaries; 
 (2) Restricted Payments permitted by Section 4.07 hereof and the definition of “Permitted Investments;” 
 (3) the payment of management, consulting, monitoring and advisory fees and related expenses to the Investors pursuant to the Sponsor Advisory Agreement;

 (4) the payment of reasonable and customary fees paid to, and indemnities provided on behalf of, officers, directors, employees or
consultants of the Company, any of its direct or indirect parent companies or any of its Restricted Subsidiaries; 
 (5) transactions in which
the Company or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point
of view or stating that the terms are not materially less favorable to the Company or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an
unrelated Person on an arm’s-length basis; 
  

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 (6) any agreement as in effect as of the Issue Date, or any amendment thereto (so long as any such
amendment is not disadvantageous to the Company when taken as a whole as compared to the applicable agreement as in effect on the Issue Date); 
 (7) the existence of, or the performance by the Company or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement (including any registration rights agreement or purchase agreement related
thereto) to which it is a party as of the Issue Date and any similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Company or any of its Restricted Subsidiaries of
obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Issue Date shall only be permitted by this clause (7) to the extent that the terms of any such amendment or new
agreement are not otherwise disadvantageous to the Holders when taken as a whole; 
 (8) the Transactions and the payment of all fees and
expenses related to the Transactions, in each case as disclosed in the Offering Memorandum; 
 (9) transactions with customers, clients,
suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture, which are fair to the Company and its Restricted Subsidiaries, in the reasonable
determination of the board of directors of the Company or the senior management thereof, or are on terms at least as favorable as are reasonably likely to have been obtained at such time from an unaffiliated party; 
 (10) the issuance of Equity Interests (other than Disqualified Stock) of the Company to any Permitted Holder or to any director, officer, employee or
consultant; 
 (11) sales of accounts receivable, or participations therein, in connection with any Receivables Facility; 
 (12) payments by the Company or any of its Restricted Subsidiaries to any of the Investors for financial advisory, financing, underwriting or placement
services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which payments are approved in good faith by a majority of the board of directors of the Company;

 (13) payments or loans (or cancellation of loans) to employees or consultants of the Company, any of its direct or indirect parent
companies or any of its Restricted Subsidiaries and employment agreements, stock option plans and other similar arrangements with such employees or consultants which, in each case, are approved in good faith by the Company; and 
 (14) investments by the Investors in securities of the Company or any of its Restricted Subsidiaries so long as (i) the investment is being offered
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investors on the same or more favorable terms and (ii) the investment constitutes less than 5% of the proposed or outstanding issue amount of such class
of securities. 
 Section 4.12. Liens. 
 The Company shall not, and shall not permit any U.S. Issuer or Guarantor to, directly or indirectly, create, incur, assume or suffer to exist any Lien (except Permitted Liens) that secures obligations under any Indebtedness or any related
Guarantee, on any asset or property of the Company or any U.S. Issuer or Guarantor, or any income or profits therefrom, or assign or convey any right to receive income therefrom, unless: 
 (1) in the case of Liens securing Subordinated Indebtedness, the Notes and related Guarantees are secured by a Lien on such property, assets or proceeds
that is senior in priority to such Liens; or 
 (2) in all other cases, the Notes or the Guarantees are equally and ratably secured, except
that the foregoing shall not apply to (A) Liens securing Indebtedness incurred under Credit Facilities, including any letter of credit facility relating thereto, pursuant to clause (1) of Section 4.09(b) hereof, and (B) Liens
securing Obligations in respect of any Indebtedness incurred pursuant to Section 4.09 hereof; provided that, with respect to Liens securing Obligations permitted under this subclause (B), at the time of incurrence of and after giving
pro forma effect thereto, the Consolidated Secured Debt Ratio would be no greater than 3.5 to 1.0. 
 Section 4.13. Corporate Existence.

 Subject to Article 5 hereof, the Company shall do or cause to be done all things necessary to preserve and keep in full force and
effect (i) its corporate existence, and the corporate, partnership or other existence of each of its Restricted Subsidiaries, in accordance with the respective organizational documents (as the same may be amended from time to time) of the
Company or any such Restricted Subsidiary and (ii) the rights (charter and statutory), licenses and franchises of the Company and its Restricted Subsidiaries; provided 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 the Company in good faith 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. 
 Section 4.14. Offer to Repurchase Upon Change of Control. 
 (a) If a Change of Control occurs, unless the Issuers have previously or concurrently mailed a redemption notice with respect to all the outstanding
Notes as set forth under Section 3.07 hereof, the Issuers shall make an offer to purchase all of the Notes pursuant to the offer set forth below (the “Change of Control Offer”) at a price in cash (the “Change of Control
Payment”) equal to 101 % of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, subject to the right of Holders of record on the relevant Record Date to
receive interest due on the relevant Interest 

  

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Payment Date. Within 30 days following any Change of Control, the Issuers shall send notice of such Change of Control Offer, with a copy to the Trustee,
to each Holder of Notes by first-class mail to the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, with the following information: 
 (1) that a Change of Control Offer is being made pursuant to this Section 4.14 and the circumstances and relevant facts regarding such Change of
Control; 
 (2) the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date
of such notice (the “Change of Control Payment Date”); 
 (3) that all Notes properly tendered pursuant to such Change of
Control Offer will be accepted for payment by us, that any Note not properly tendered will remain outstanding and continue to accrue interest, and that unless the Issuers default 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 the Change of Control Payment Date; and 
 (4) the
instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow in connection with the Change of Control Offer. 
 The notice, if mailed in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. If (a) the notice is mailed in a manner herein provided and
(b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as
to all other Holders that properly received such notice without defect. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or
regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, the Issuers
shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under this Section 4.14 by virtue thereof. 
 (b) On the Change of Control Payment Date, the Issuers shall, to the extent permitted by law, 
 (1)
accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, 
 (2) deposit with the Paying
Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered, and 
  

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 (3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together
with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuers. 
 (c) The Issuers shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set
forth in this Section 4.14 applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of
Control Offer may be made in advance of a Change of Control, conditional upon completion of the transaction constituting such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of
Control Offer. 
 (d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14
shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof. 
 Section 4.15. Limitation on Guarantees of Indebtedness by
Restricted Subsidiaries. 
 The Company shall not permit any of its Wholly Owned Subsidiaries that are Restricted Subsidiaries (and
non-Wholly Owned Subsidiaries if such non-Wholly Owned Subsidiaries guarantee other Indebtedness), other than a U.S. Issuer or a Guarantor to guarantee the payment of any Indebtedness of the Company or any Restricted Subsidiary unless: 

(1) such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this Indenture, the form of which is attached as
Exhibit D hereto, providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of any Issuer or any Guarantor, if such Indebtedness is by its express terms subordinated in right of
payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such
Indebtedness is subordinated to the Notes; 
 (2) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the
benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee; and 

(3) such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that: 
 (a) such Guarantee has been duly executed and authorized; and 
 (b) such Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof 

  

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may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as
enforcement thereof is subject to general principles of equity; 
 provided, however, that this Section 4.15 shall not be applicable to any
guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. 
 Section 4.16. Suspension of Covenants. 
 (a) During any period of time that (i) the Notes have Investment Grade Ratings from both Rating Agencies and (ii) no Default or Event of Default has occurred and is continuing under this Indenture (the occurrence of the
events set forth in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), the Company and the Restricted Subsidiaries will not be subject to Sections 4.07, 4.08, 4.09,
4.10, 4.11, 4.15 and clause (4) of Section 5.01(a) hereof (collectively, the “Suspended Covenants”). Upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds shall be reset at
zero. The Guarantees of the Guarantors will be suspended as of such date (the “Suspension Date”). 
 (b) In the event
that the Company and the Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of
the Rating Agencies withdraws its Investment Grade Rating or downgrades the rating assigned to the Notes below an Investment Grade Rating, then the Company and the Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants
under this Indenture with respect to future events and the Guarantees will be reinstated. The period of time between the Suspension Date and the Reversion Date is referred to in this description as the “Suspension Period.”
Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the
Suspension Period or after that time based solely on events that occurred during the Suspension Period). The Issuers shall deliver promptly to the Trustee an Officer’s Certificate notifying it of any such occurrence under this
Section 4.16. 
 (c) During any Suspension Period, the Company will not, and will not permit any Restricted Subsidiary to, enter
into any Sale and Lease-Back Transaction; provided, however, that the Company or any Restricted Subsidiary may enter into a Sale and Lease-Back Transaction if: 

	 	(a)	the Company or such Restricted Subsidiary could have incurred a Lien to secure the Indebtedness attributable to such Sale and Lease-Back Transaction pursuant to Section 4.12
hereof without equally and ratably securing the Notes pursuant to the covenant set forth under such covenant; and 

  

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	 	(b)	the consideration received by the Company or such Restricted Subsidiary in that Sale and Lease-Back Transaction is at least equal to the fair market value of the property sold and
otherwise complies with Section 4.10 hereof; 

 provided further, that the foregoing provisions shall cease to apply on and
subsequent to the Reversion Date following such Suspension Period. 
 On the Reversion Date, all Indebtedness incurred, or Disqualified Stock
issued, during the Suspension Period will be classified to have been incurred or issued pursuant to Section 4.09(b)(3). Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 4.07
hereof will be made as though Section 4.07 hereof had been in effect since the Issue Date and prior to, but not during, the Suspension Period. 
 Section 4.17. Additional Amounts. 
 All payments of, or in respect of, principal of, and premium and interest on, the
Notes or under the Guarantees will be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the Republic of
Singapore, including any political subdivision or taxing authority thereof, or any other jurisdiction in which any Guarantor is organized or resident for tax purposes or from or through which payment is made, other than the United States or any
State or taxing authority thereof (including, in each case, any political subdivision thereof) (the “Relevant Jurisdiction”) or any authority thereof or therein having power to tax unless these taxes, duties, assessments or
governmental charges are required to be withheld or deducted. In that event, the Issuers (or the Guarantor, as the case may be), jointly and severally, agree to pay such additional amount as will result (after deduction of such taxes, duties,
assessments or governmental charges and any additional taxes, duties, assessments or governmental charges of the Relevant Jurisdiction) in the payment to each Holder of a Note of the amounts that would have been payable in respect of such Notes or
under the Guarantees had no withholding or deduction been required (such amounts, “Additional Amounts”), except that no Additional Amounts shall be payable for or on account of: 

	 	(1)	any tax, duty, assessment or other governmental charge that would not have been imposed but for the fact that such Holder: 


	 	(a)	is or has been a domiciliary, national or resident of, engages or has been engaged in business, maintains or has maintained a permanent establishment, or is or has been physically
present in Singapore or the other jurisdiction, or otherwise has or has had some connection with the Relevant Jurisdiction other than the mere ownership of, or receipt of payment under, such Note or under the Guarantees (including, without
limitation, the Holder being a resident in the Relevant Jurisdiction for tax purposes); or 

  

	 	(b)	presented such Note more than 30 days after the date on which the payment in respect of such Note first became due and payable or provided for, whichever is later, except to
the extent that the Holder would have been 

  

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entitled to such Additional Amounts if it had presented such Note for payment on any day within such period of 30 days; 



	 	(2)	any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge; 

  

	 	(3)	any tax, duty, assessment or other governmental charge which is payable otherwise than by deduction or withholding from payment of interest, principal or premium on the Notes or
under the Guarantees; 

  

	 	(4)	any tax, duty, assessment or other governmental charge that is imposed or withheld by reason of the failure to duly and timely comply by the Holder or the beneficial owner of a Note
with a request by the Company addressed to the Holder (A) to provide information concerning the nationality, residence, identity or connection with the Relevant Jurisdiction of the Holder or such beneficial owner or connection with the Relevant
Jurisdiction or (B) to make any declaration or other similar claim or satisfy any information or reporting requirement, which, in the case of (A) and (B), is required or imposed by a statute, treaty, regulation or administrative practice
of the taxing jurisdiction as a precondition to exemption from all or part of such tax, duty, assessment or other governmental charge; 

  

	 	(5)	any payment of the principal of or premium or interest on any Note to any Holder who is a fiduciary or partnership or person other than the sole beneficial owner of the payment to
the extent that, if the beneficial owner had held the Note directly, such beneficial owner would not have been entitled to the Additional Amounts; 

  

	 	(6)	except in the case of a winding up of the Company, any tax, duty, assessment or other governmental charge which would not have been imposed but for the presentation of a Note for
payment (where presentation is required) in the Relevant Jurisdiction (unless by reason of the Company’s actions, presentment could not have been made elsewhere); or 

  

	 	(7)	any combination of the items listed above. 

 Such
Additional Amounts will also not be payable where, had the beneficial owner of the Note been the Holder, it would not have been entitled to payment of Additional Amounts by reason of clauses (1) through (7) above. 
 If any taxes are required to be deducted or withheld from payments on the Notes or under the Guarantees, the Company shall promptly provide a receipt of
the payment of such taxes (or if such receipt is not available, any other evidence of payment reasonably acceptable to the Trustee). 
 Any
reference herein to the payment of the principal or interest on any Note shall be deemed to include the payment of Additional Amounts provided for in this Indenture to the 

  

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extent that, in such context, Additional Amounts are, were or would be payable under this Indenture. 
 ARTICLE 5 
 SUCCESSORS 
 Section 5.01. Merger, Consolidation or Sale of All or Substantially All Assets. 
 (a) The
Company shall not consolidate or merge with or into or wind up into (whether or not the Company is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one
or more related transactions, to any Person unless: 
 (1) either: (x) the Company is the surviving Person; or (y) the Person formed
by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a Person organized or existing under the laws of the jurisdiction
of organization of the Company or the laws of the Republic of Singapore or of the United States, any state thereof, the District of Columbia, or any territory thereof (such Person, as the case may be, being herein called the “Successor
Company”); 
 (2) the Successor Company, if other than the Company, expressly assumes all the obligations of the Company under the
Notes pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee; 
 (3) immediately
after giving effect to such transaction, no Default or Event of Default exists; 
 (4) immediately after giving pro forma effect to
such transaction and any related financing transactions, as if such transactions had occurred at the beginning of the applicable four-quarter period, 
 (A) the Successor Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof, or 
 (B) the Fixed Charge Coverage Ratio for the Successor Company, the Company and its Restricted Subsidiaries would be greater than such Ratio for the
Company and its Restricted Subsidiaries immediately prior to such transaction; 
 (5) each U.S. Issuer and Guarantor, unless it is the other
party to the transactions set forth above, in which case Section 5.01(c)(1)(B) hereof shall apply, shall have by supplemental indenture confirmed that its obligations under this Indenture and the Notes or Guarantee, as the case may be, shall
apply to such Person’s obligations under this Indenture, the Notes and the Registration Rights Agreement; 
  

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 (6) if the merging corporation is organized and existing under the laws of the Republic of Singapore and
the Successor Company is organized and existing under the laws of the United States of America, any state thereof, the District of Columbia or any territory thereof or if the merging corporation is organized and existing under the laws of the United
States of America, any state thereof, the District of Columbia or any territory thereof and the Successor Company is organized and existing under the laws of the Republic of Singapore, the Company shall have delivered to the Trustee an Opinion of
Counsel that the holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the transaction and will be taxed for U.S. federal income tax purposes on the same amounts and at the same times as
would have been the case if the transaction had not occurred; 
 (7) in the event that the Successor Company is organized and existing under
the laws of a jurisdiction other than the merging corporation’s jurisdiction and an opinion is not delivered pursuant to clause (6) above, the Successor Company shall agree to withhold any taxes, duties, assessments or similar charges that
arise as a consequence of such consolidation, merger or sale with respect to the payment of principal, premium or interest on the Notes or Guarantees and to pay such additional amounts as may be necessary to ensure that the net amounts receivable by
holders of the Notes after any such withholding or deduction will equal the respective amounts of principal, premium and interest which would have been receivable in respect of the Notes in the absence of such consolidation, merger or sale, to the
extent such additional amounts would be required by and subject to the terms (including all relevant exceptions) contained in Section 4.17 hereof; and 
 (8) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply
with this Indenture. 
 (b) The Successor Company shall succeed to, and be substituted for the Company, as the case may be, under this
Indenture, the Guarantees and the Notes, as applicable. Notwithstanding clauses (3) and (4) of Section 5.01 (a) hereof, 
 (x) any Restricted Subsidiary may consolidate with or merge into or transfer all or part of its properties and assets to the Company, and 
 (y) the Company may merge with an Affiliate of the Company solely for the purpose of reincorporating the Company in a state of the United States, the District of Columbia, any territory thereof or the Republic of Singapore so long as the
amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby. 
 (c) Subject to certain limitations set
forth in this Indenture governing release of a U.S. Issuer from its obligations under this Indenture and the Notes and a Guarantor from its Guarantee upon the sale, disposition or transfer of a guarantor, no U.S. Issuer or Guarantor shall, and the
Company shall not permit any U.S. Issuer or Guarantor to, consolidate or merge with or into or wind up into (whether or not an Issuer or Guarantor is the surviving corporation), or sell, 

  

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assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any
Person unless: 
 (1) (A) such U.S. Issuer or Guarantor is the surviving corporation or the Person formed by or surviving any such
consolidation or merger (if other than such U.S. Issuer or Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation organized or existing under the laws of the jurisdiction
of organization of such U.S. Issuer or Guarantor, as the case may be, or the laws of the Republic of Singapore, or of the United States, any state thereof, the District of Columbia, or any territory thereof (such Guarantor or such Person, as the
case may be, being herein called the “Successor Person”); 
 (B) the Successor Person, if other than such U.S. Issuer or
Guarantor, expressly assumes all the obligations of such U.S. Issuer or Guarantor under this Indenture and such Guarantor’s related Guarantee pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory
to the Trustee; 
 (C) immediately after giving effect to such transaction, no Default or Event of Default exists; and 
 (D) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger
or transfer and such supplemental indentures, if any, comply with this Indenture; or 
 (2) the transaction is made in compliance with
Section 4.10 hereof. 
 (d) Subject to certain limitations set forth in this Indenture, the Successor Person shall succeed to, and
be substituted for, such U.S. Issuer or Guarantor under this Indenture and such Guarantor’s Guarantee. Notwithstanding the foregoing, any U.S. Issuer or Guarantor may merge into or transfer all or part of its properties and assets to another
U.S. Issuer or Guarantor or the Company. 
 Section 5.02. Successor Corporation Substituted. 
 Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of
the Company in accordance with Section 5.01 hereof, the successor corporation 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, lease, conveyance or other disposition, the provisions of this Indenture referring to the Company shall refer instead to the successor
corporation 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 that the predecessor Company shall not be
relieved from the obligation to pay the principal of and interest and Additional Interest, if any, on the Notes except 

  

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in the case of a sale, assignment, transfer, conveyance or other disposition of all of the Company’s assets that meets the requirements of
Section 5.01 hereof. 
 ARTICLE 6 
 DEFAULTS AND REMEDIES 
 Section 6.01. Events of Default. 
 (a) An “Event of Default” wherever used herein, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): 
 (1) default in payment when due and payable, upon redemption, acceleration or otherwise, of principal of, or premium, if any, on the Notes; 
 (2) default for 30 days or more in the payment when due of interest or Additional Interest on or with respect to the Notes; 
 (3) failure by any Issuer or any Guarantor for 60 days after receipt of written notice given by the Trustee or the Holders of not less than 30% in principal amount of the Notes to comply with any of its
obligations, covenants or agreements (other than a default referred to in clauses (1) and (2) above) contained in this Indenture or the Notes; 
 (4) default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries or
the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries, other than Indebtedness owed to the Company or a Restricted Subsidiary, whether such Indebtedness or guarantee now exists or is created after the issuance of
the Notes, if both: 
 (a) such default either results from the failure to pay any principal of such Indebtedness at its Stated Maturity
(after giving effect to any applicable grace periods) or relates to an obligation other than the obligation to pay principal of any such Indebtedness at its Stated Maturity and results in the holder or holders of such Indebtedness causing such
Indebtedness to become due prior to its Stated Maturity; and 
 (b) the principal amount of such Indebtedness, together with the principal
amount of any other such Indebtedness in default for failure to pay principal at its Stated Maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregate $50.0 million or more at any
one time outstanding; 
  

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 (5) failure by the Company or any Significant Subsidiary to pay final judgments aggregating in excess of
$50.0 million, which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after such judgment becomes final, and in the event such judgment is covered by insurance, an enforcement proceeding has been
commenced by any creditor upon such judgment or decree which is not promptly stayed; 
 (6) 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, pursuant to or within the meaning of any Bankruptcy Law: 
 (a) commences proceedings to be adjudicated bankrupt or insolvent; 
 (b) consents to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under applicable Bankruptcy Law; 

(c) consents to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or other similar official of it or for all or substantially
all of its property; 
 (d) makes a general assignment for the benefit of its creditors; or 
 (e) generally is not paying its debts as they become due; 
 (7) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: 
 (a) is for
relief against the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, in a proceeding in which the Company or any
such Restricted Subsidiaries, that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, is to be adjudicated bankrupt or insolvent; 
 (b) appoints a receiver, liquidator, assignee, trustee, sequestrator or other similar official of 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, or for all or substantially all of the property of 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; or 
  

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 (c) orders the liquidation of 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 the order or decree
remains unstayed and in effect for 60 consecutive days; or 
 (8) the Guarantee of any Significant Subsidiary shall for any reason cease to be
in full force and effect or be declared null and void or any responsible officer of any Guarantor that is a Significant Subsidiary, as the case may be, denies that it has any further liability under its Guarantee or gives notice to such effect,
other than by reason of the termination of this Indenture or the release of any such Guarantee in accordance with this Indenture. 
 (b) In the event of any Event of Default specified in clause (4) of Section 6.01(a) hereof, such Event of Default and all consequences thereof (excluding any resulting payment default, other than as a result of acceleration
of the Notes) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose: 
 (1) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged; or 
 (2) Holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default; or 

(3) the default that is the basis for such Event of Default has been cured. 
 Section 6.02. Acceleration. 
 If any Event of Default (other than an Event of Default specified
in clause (6) or (7) of Section 6.01(a) hereof) occurs and is continuing under this Indenture, the Trustee or the Holders of at least 30% in principal amount of the then total outstanding Notes may declare the principal, premium, if
any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Upon the effectiveness of such declaration, such principal and interest shall be due and payable immediately. The Trustee shall
have no obligation to accelerate the Notes if and so long as a committee of its Responsible Officers in good faith determines acceleration is not in the best interest of the Holders of the Notes. 
 Notwithstanding the foregoing, in the case of an Event of Default arising under clause (6) or (7) of Section 6.01(a) hereof, all
outstanding Notes shall be due and payable immediately without further action or notice. 
 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 

  

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existing Events of Default (except nonpayment of principal, interest, Additional Interest, if any, or premium 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, 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 any existing Default and its consequences hereunder, except a continuing Default in the payment of the principal of, premium, if any, Additional Interest, if any, or interest on,
any Note held by a non-consenting Holder (including in connection with an Asset Sale Offer or a Change of Control Offer); provided, subject to Section 6.02 hereof, 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 principal amount of the then total
outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that
conflicts with law or this Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder of a Note or that would involve the Trustee in personal liability. 
 Section 6.06. Limitation on Suits. 
 Subject to
Section 6.07 hereof, no Holder of a Note may pursue any remedy with respect to this Indenture or the Notes unless: 
 (1) such Holder has
previously given the Trustee notice that an Event of Default is continuing; 
  

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 (2) Holders of at least 30% in principal amount of the total outstanding Notes have requested the Trustee
to pursue the remedy; 
 (3) Holders of the Notes have offered the Trustee reasonable security or indemnity against any loss, liability or
expense; 
 (4) the Trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or
indemnity; and 
 (5) Holders of a majority in principal amount of the total outstanding Notes have not given the Trustee a direction
inconsistent with such request within such 60-day period. 
 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, if any, 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 Asset Sale Offer or a Change of Control Offer), or to bring suit for the
enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder. 
 Section 6.08.
Collection Suit by Trustee. 
 If an Event of Default specified in Section 6.01(a)(1) or (2) hereof occurs and is continuing,
the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Issuers for the whole amount of principal of, premium, if any, 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. Restoration of Rights and Remedies. 
 If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued
or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceedings, the Issuers, the Trustee and the Holders shall be restored severally and
respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding has been instituted. 
  

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 Section 6.10. Rights and Remedies Cumulative. 
 Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in Section 2.07 hereof, no
right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every
other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy. 
 Section 6.11. Delay or Omission Not Waiver. 
 No delay or omission of the Trustee or of any Holder of any Note to exercise any right or remedy accruing upon any Event of Default shall impair any such
right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders, as the case may be. 
 Section 6.12. Trustee May File Proofs of Claim. 
 The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Issuers (or any other obligor
upon the Notes including the Guarantors), its creditors or its property and shall be entitled and empowered to participate as a member in any official committee of creditors appointed in such matter and to collect, receive and distribute any money
or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by 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 6.13. Priorities. 
 If the Trustee collects any money pursuant to this Article 6, it shall pay out the money in the following order: 
 (i) to the Trustee, its agents and attorneys for amounts due under Section 7.07 hereof, including payment of all compensation, expenses and liabilities incurred, and all advances made, by the Trustee and the
costs and expenses of collection; 
 (ii) to Holders of Notes for amounts due and unpaid on the Notes for principal, premium, if any, and
Additional Interest, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, and Additional Interest, if any, and interest, respectively; and

 (iii) to the Issuers or to such party as a court of competent jurisdiction shall direct including a Guarantor, if applicable. 

The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.13. 
 Section 6.14. Undertaking for Costs. 
 In any suit
for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an
undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or
defenses made by the party litigant. This Section 6.14 does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in principal amount of the then outstanding
Notes. 
 ARTICLE 7 
 TRUSTEE

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

  

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are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee;
and 
 (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provision hereof are specifically
required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. 
 (c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct,
except that: 
 (i) this paragraph does not limit the effect of paragraph (b) of this Section 7.01; 
 (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved in a court of competent
jurisdiction that the Trustee was negligent in ascertaining the pertinent facts; and 
 (iii) the Trustee shall not be liable with respect to
any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof. 
 (d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section 7.01. 
 (e) The Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of the
Holders of the Notes unless the Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. 
 (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuers. Money held in trust by the Trustee need not be segregated from other funds except to the extent
required by law. 
 Section 7.02. Rights of Trustee. 
 (a) The Trustee may conclusively rely upon any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the
document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to


  

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examine the books, records and premises of the Issuers, personally or by agent or attorney at the sole cost of the Issuers and shall incur no liability or
additional liability of any kind by reason of such inquiry or investigation. 
 (b) Before the Trustee acts or refrains from acting, it
may require an Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may
consult with counsel of its selection and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good
faith and in reliance thereon. 
 (c) The Trustee may act through its attorneys and agents and shall not be responsible for the
misconduct or negligence of any agent or attorney appointed with due care. 
 (d) The Trustee shall not be liable for any action it takes
or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture. 
 (e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuers shall be sufficient if signed by an Officer of the Company. 
 (f) None of the provisions of this Indenture shall require the Trustee to expend or risk its own funds or otherwise to incur any liability, financial
or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or
liability is not assured to it. 
 (g) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a
Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a Default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and
this Indenture 
 (h) In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of
any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. 
 (i) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified,
are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder. 
 (j) In the event the Issuers are required to pay Additional Interest, the Issuers will provide written notice to the Trustee of the Issuers’ obligation to pay Additional Interest no 

  

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later than 15 days prior to the next Interest Payment Date, which notice shall set forth the amount of the Additional Interest to be paid by the
Issuers. The Trustee shall not at any time be under any duty or responsibility to any Holders to determine whether the Additional Interest is payable and the amount thereof. 
 Section 7.03. Individual Rights of Trustee. 
 The Trustee in its individual or any other capacity
may become the owner or pledgee of Notes and may otherwise deal with the Issuers or any Affiliate of the Issuers with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest it
must eliminate such conflict within 90 days, apply to the SEC for permission to continue as trustee or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof. 

Section 7.04. Trustee’s Disclaimer. 
 The
Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Issuers’ use of the proceeds from the Notes or any money paid to the Issuers or
upon the Issuers’ direction under any provision of this Indenture, it shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or
recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication. 
 Section 7.05. Notice of Defaults. 
 If a Default occurs and is continuing and if it is known to
the Trustee, the Trustee shall mail to Holders of Notes a notice of the Default within 90 days after it occurs. Except in the case of a Default relating to the payment of principal, premium, if any, or interest on any Note, the Trustee may
withhold from the Holders notice of any continuing Default if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of the Notes. The Trustee shall not be
deemed to know of any Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is such a Default is received by the Trustee at the Corporate Trust Office of the Trustee. 

Section 7.06. Reports by Trustee to Holders of the Notes. 
 Within 60 days after each May 15, beginning with the May 15 following the Issue Date, and for so long as Notes remain outstanding, the Trustee shall mail to the Holders of the Notes a brief report dated
as of such reporting date that complies with Trust Indenture Act Section 313(a) (but if no event described in Trust Indenture Act Section 313(a) has occurred within the twelve months preceding the reporting date, no report need be
transmitted). The Trustee also shall comply with Trust Indenture Act Section 313(b)(2). The Trustee shall also transmit by mail all reports as required by Trust Indenture Act Section 313(c). 
  

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 A copy of each report at the time of its mailing to the Holders of Notes shall be mailed to the Issuers
and filed with the SEC and each stock exchange on which the Notes are listed in accordance with Trust Indenture Act Section 313(d). The Issuers shall promptly notify the Trustee when the Notes are listed on any stock exchange. 
 Section 7.07. Compensation and Indemnity. 
 The
Issuers shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as the parties shall agree in writing from time to time. The Trustee’s compensation shall not be limited by any law
on compensation of a trustee of an express trust. The Issuers shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such
expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. 
 The Issuers and
the Guarantors, jointly and severally, shall indemnify the Trustee for, and hold the Trustee harmless against, any and all loss, damage, claims, liability or expense (including attorneys’ fees) incurred by it in connection with the acceptance
or administration of this trust and the performance of its duties hereunder (including the costs and expenses of enforcing this Indenture against the Issuers or any of the Guarantors (including this Section 7.07) or defending itself against any
claim whether asserted by any Holder, the Issuers or any Guarantor, or liability in connection with the acceptance, exercise or performance of any of its powers or duties hereunder). The Trustee shall notify the Issuers promptly of any claim for
which it may seek indemnity. Failure by the Trustee to so notify the Issuers shall not relieve the Issuers of their obligations hereunder. The Issuers shall defend the claim and the Trustee may have separate counsel and the Issuers shall pay the
fees and expenses of such counsel. The Issuers need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee’s own willful misconduct, negligence or bad faith. 
 The obligations of the Issuers under this Section 7.07 shall survive the satisfaction and discharge of this Indenture or the earlier resignation or
removal of the Trustee. 
 To secure the payment obligations of the Issuers and the Guarantors in this Section 7.07, the Trustee shall
have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture.

 When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(a)(6) or (7) hereof
occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. 
 The Trustee shall comply with the provisions of Trust Indenture Act Section 313(b)(2) to the extent applicable. 
  

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 Section 7.08. Replacement of Trustee. 
 A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of
appointment as provided in this Section 7.08. The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Issuers. The Holders of a majority in principal amount of the then outstanding Notes
may remove the Trustee by so notifying the Trustee and the Issuers in writing. The Issuers may remove the Trustee if: 
 (a) the Trustee
fails to comply with Section 7.10 hereof; 
 (b) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is
entered with respect to the Trustee under any Bankruptcy Law; 
 (c) a custodian or public officer takes charge of the Trustee or its
property; or 
 (d) the Trustee becomes incapable of acting. 
 If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Issuers shall promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Issuers. 
 If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee (at the
Issuers’ expense), the Issuers or the Holders of at least 10% in principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee. 
 If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10 hereof, such
Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. 
 A
successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuers. Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the
rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee;
provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof. 
 Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Issuers’ obligations under Section 7.07 hereof shall continue for the benefit of the retiring Trustee. 
  

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 Section 7.09. Successor Trustee by Merger, etc.  
 If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the
successor corporation without any further act shall be the successor Trustee. 
 Section 7.10. Eligibility; Disqualification. 
 There shall at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of
any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least $50,000,000 as set forth
in its most recent published annual report of condition. 
 This Indenture shall always have a Trustee who satisfies the requirements of Trust
Indenture Act Sections 310(a)(1), (2) and (5). The Trustee is subject to Trust Indenture Act Section 310(b). 
 Section 7.11.
Preferential Collection of Claims Against Issuers. 
 The Trustee is subject to Trust Indenture Act Section 311(a), excluding any
creditor relationship listed in Trust Indenture Act Section 311(b). A Trustee who has resigned or been removed shall be subject to Trust Indenture Act Section 311(a) to the extent indicated therein. 
 ARTICLE 8 
 LEGAL DEFEASANCE AND COVENANT
DEFEASANCE 
 Section 8.01. Option to Effect Legal Defeasance or Covenant Defeasance. 
 The Issuers may, at their option and at any time, elect to have either Section 8.02 or 8.03 hereof 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 Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers and the Guarantors shall,
subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Guarantees on the date the conditions set forth below are
satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to
be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes and this Indenture
including that of the Guarantors (and the Trustee, on demand of and at the expense of the Issuers, 

  

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shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged
hereunder: 
 (a) the rights of Holders of Notes to receive payments in respect of the principal of, premium, if any, and interest on the
Notes when such payments are due solely out of the trust created pursuant to this Indenture referred to in Section 8.04 hereof; 
 (b) the Issuers’ obligations with respect to Notes concerning issuing temporary Notes, registration of such Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for
security payments held in trust; 
 (c) the rights, powers, trusts, duties and immunities of the Trustee, and the Issuers’
obligations in connection therewith; and 
 (d) this Section 8.02. 
 Subject to compliance with this Article 8, the Issuers may exercise their option under this Section 8.02 notwithstanding the prior exercise of
its option under Section 8.03 hereof. 
 Section 8.03. Covenant Defeasance. 
 Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuers and the Guarantors shall,
subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 and 4.15 hereof
and clauses (4) and (5) of Section 5.01(a), Sections 5.01(c) and 5.01(d) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“Covenant
Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants,
but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to
the outstanding Notes, the Issuers may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any
such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as
specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(3), 6.01(4), 6.01(5), 6.01(6) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries), 6.01(7) (solely with respect to Restricted
Subsidiaries that are Significant Subsidiaries) and 6.01(8) hereof shall not constitute Events of Default. 
  

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 Section 8.04. Conditions to Legal or Covenant Defeasance. 
 The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes: 
 In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the Notes: 
 (1) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, Government
Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest due on the Notes at Stated Maturity
date or on the Redemption Date, as the case may be, of such principal, premium, if any, or interest on such Notes and the Issuers must specify whether such Notes are being defeased to maturity or to a particular Redemption Date; 
 (2) in the case of Legal Defeasance, the Company shall have delivered to the Trustee: 
 (x) an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, 
 (a) the Company has received from, or there has been published by, the United States Internal Revenue Service a ruling, or 
 (b) since the issuance of the Notes, there has been a change in the applicable U.S. federal income tax law; 
 in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the Notes
will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would
have been the case if such Legal Defeasance had not occurred; and 
 (y) an opinion of Singapore counsel and of any other jurisdiction in
which the Issuers are organized, resident or engaged in business for tax purposes that, 
 (a) Holders of the outstanding Notes who are not
resident or engaged in business in that jurisdiction will not become subject to tax in the jurisdiction as a result of such Legal Defeasance and will be subject for purposes of the tax laws of that jurisdiction to income tax on the same amounts, in
the same manner and at the same times as would have been the case if Legal Defeasance had not occurred; and 
 (b) payments from the
defeasance trust will be free or exempt from any and all withholding and other taxes of whatever nature of such jurisdiction or any 

  

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political subdivision or taxing authority thereof or therein, except in the same manner and at the same times as would have been the case if Legal Defeasance
had not occurred; 
 (3) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee: 
 (x) an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the Notes
will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to such tax on the same amounts, in the same manner and at the same times as would have been the case if such
Covenant Defeasance had not occurred; and 
 (y) an opinion of Singapore counsel and of any other jurisdiction in which the Issuers are
organized, resident or engaged in business for tax purposes that: 
 (a) Holders of the outstanding Notes who are not resident or engaged in
business in that jurisdiction will not become subject to tax in the jurisdiction as a result of such Covenant Defeasance and will be subject for purposes of the tax laws of that jurisdiction to income tax on the same amounts, in the same manner and
at the same times as would have been the case if Covenant Defeasance had not occurred; and 
 (b) payments from the defeasance trust will be
free or exempt from any and all withholding and other taxes of whatever nature of such jurisdiction or any political subdivision or taxing authority thereof or therein, except in the same manner and at the same times as would have been the case if
Covenant Defeasance had not occurred; 
 (4) no Default (other than that resulting from borrowing funds to be applied to make such deposit and
any similar and simultaneous deposit relating to other Indebtedness, including the Subordinated Notes, and in each case the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit; 
 (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Senior Credit Facilities,
the Subordinated Notes or the indenture pursuant to which the Subordinated Notes were issued or any other material agreement or instrument (other than this Indenture), to which any Issuer or Guarantor is a party or by which any Issuer or any
Guarantor is bound (other than that resulting from any borrowing of funds to be applied to make the deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit relating to other Indebtedness,
including the Subordinated Notes, and the granting of Liens in connection therewith); 
  

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 (6) the Company shall have delivered to the Trustee an Officer’s Certificate stating that the
deposit was not made by the Issuers with the intent of defeating, hindering, delaying or defrauding any creditors of any Issuer or any Guarantor or others; and 
 (7) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) each stating that all
conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with. 
 Section 8.05. Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions. 
 Subject
to Section 8.06 hereof, all money and Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant
to Section 8.04 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent
(including the Issuers or a Guarantor acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium and Additional Interest, if any, and interest, but
such money need not be segregated from other funds except to the extent required by law. 
 The Issuers shall pay and indemnify the Trustee
against any tax, fee or other charge imposed on or assessed against the cash or Government Securities deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding Notes. 
 Anything in this Article 8 to the contrary
notwithstanding, the Trustee shall deliver or pay to the Issuers from time to time upon the request of the Issuers any money or Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(a) hereof), are in excess of the amount thereof that would then be required to
be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance. 
 Section 8.06. Repayment to Issuers. 
 Any money deposited with the Trustee or any Paying Agent, or then held by the Issuers, in trust for the payment of the principal of, premium and
Additional Interest, if any, or interest on any Note and remaining unclaimed for two years after such principal, and premium and Additional Interest, if any, or interest has become due and payable shall be paid to the Issuers on its request or (if
then held by the Issuers) shall be discharged from such trust; and the Holder of such Note shall thereafter look only to the Issuers for payment thereof, and all liability 

  

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of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuers as trustee thereof, shall thereupon cease. 

Section 8.07. Reinstatement. 
 If the Trustee
or Paying Agent is unable to apply any U.S. dollars or 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 Issuers’ obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the
Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided that, if the Issuers make any payment of principal of, premium and Additional Interest, if any, or
interest on any Note following the reinstatement of its obligations, the Issuers shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent. 
 ARTICLE 9 
 AMENDMENT, SUPPLEMENT AND WAIVER

 Section 9.01. Without Consent of Holders of Notes. 
 Notwithstanding Section 9.02 hereof, the Issuers, any Guarantor (with respect to a Guarantee or this Indenture) and the Trustee may amend or supplement this Indenture and any Guarantee or Notes without the
consent of any Holder: 
 (1) to cure any ambiguity, omission, mistake, defect or inconsistency; 
 (2) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes; 
 (3) to comply with Section 5.01 hereof; 
 (4) to provide the assumption of the Issuers’ or any Guarantor’s obligations to the Holders; 
 (5) to make any change that
would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any such Holder; 
 (6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon any Issuer or Guarantor; 
 (7) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; 
  

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 (8) to evidence and provide for the acceptance and appointment under this Indenture of a successor
Trustee thereunder pursuant to the requirements thereof; 
 (9) to provide for the issuance of exchange notes or private exchange notes, which
are identical to exchange notes except that they are not freely transferable; 
 (10) to add a Guarantor under this Indenture; 
 (11) to conform the text of this Indenture, the Guarantees or the Notes to any provision of the “Description of Senior Notes” section of the
Offering Memorandum to the extent that such provision in such “Description of Senior Notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee or Notes; 
 (12) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including,
without limitation to facilitate the issuance and administration of the Notes; provided, however, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act
or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; or 
 (13) to make any other modifications to the Notes or this Indenture of a formal, minor or technical nature or necessary to correct a manifest error or upon Opinion of Counsel to comply with mandatory provisions of the law of the Republic of
Singapore or other foreign law requirement, so long as such modification does not adversely affect the rights of any Holder of the Notes in any material respect. 
 Upon the request of the Issuers accompanied by resolutions of their boards of directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents set
forth in Section 7.02 hereof, the Trustee shall join with the Issuers and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate
agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.
Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture,
the form of which is attached as Exhibit D hereto, and delivery of an Officer’s Certificate. 
 Section 9.02. With Consent of Holders
of Notes. 
 Except as provided below in this Section 9.02, the Issuers and the Trustee may amend or supplement this Indenture, the
Notes and the Guarantees with the consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in


  

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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 and 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, the Guarantees or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class
(including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the
purposes of this Section 9.02. 
 Upon the request of the Issuers accompanied by a resolution of their 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 set forth in
Section 7.02 hereof, the Trustee shall join with the Issuers in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under
this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. 
 It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves
the substance thereof. 
 After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall mail to
the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such
amended or supplemental indenture or waiver. 
 Without the consent of each affected Holder of Notes, an amendment 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 such Notes whose
Holders must consent to an amendment, supplement or waiver; 
 (2) reduce the principal of or change the fixed final maturity of any such Note
or alter or waive the provisions with respect to the redemption of such Notes (other than provisions relating to Section 3.10, Section 4.10 and Section 4.14 hereof to the extent that any such amendment or waiver does not have the
effect of reducing the principal of or changing the fixed final maturity of any such Note or altering or waiving the provisions with respect to the redemption of such Notes); 
 (3) reduce the rate of or change the time for payment of interest on any Note; 
  

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 (4) waive a Default in the payment of principal of or premium, if any, or interest on the Notes, except a
rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in
this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders; 
 (5) make any Note payable in money
other than that stated therein; 
 (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights
of Holders to receive payments of principal of or premium, if any, or interest on the Notes; 
 (7) make any change in these amendment and
waiver provisions; 
 (8) impair the right of any Holder to receive payment of principal of, or interest on such Holder’s Notes on or
after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; 
 (9)
make any change to or modify the ranking of the Notes that would adversely affect the Holders, 
 (10) except as expressly permitted by this
Indenture, modify the Guarantees of any Significant Subsidiary in any manner adverse to the Holders of the Notes; or 
 (11) amend or modify
the provisions set forth in Section 4.17 hereof. 
 Section 9.03. Compliance with Trust Indenture Act. 
 Every amendment or supplement to this Indenture or the Notes shall be set forth in an amended or supplemental indenture that complies with the Trust
Indenture Act as then in effect. 
 Section 9.04. Revocation and Effect of Consents. 
 Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a 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 waiver, supplement or amendment becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and
thereafter binds every Holder. 
 The Issuers may, but shall not be obligated to, fix a record date for the purpose of determining the Holders
entitled to consent to any amendment, supplement, or waiver. If a record date is fixed, then, notwithstanding the preceding paragraph, those Persons who were 

  

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Holders at such record date (or their duly designated proxies), and only such Persons, shall be entitled to consent to such amendment, supplement, or waiver
or to revoke any consent previously given, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 120 days after such record date unless the consent of the requisite
number of Holders has been obtained. 
 Section 9.05. Notation on or Exchange of Notes. 
 The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Issuers in exchange for
all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver. 
 Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver. 
 Section 9.06. Trustee to Sign Amendments, etc.  
 The Trustee shall sign any amendment,
supplement or waiver authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. The Issuers may not sign an amendment, supplement or waiver until the
board of directors approves it. In executing any amendment, supplement or waiver, the Trustee shall be entitled to receive and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by
Section 12.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the
legal, valid and binding obligation of the Issuers and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof (including Section 9.03).
Notwithstanding the foregoing, no Opinion of Counsel will be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture. 
 Section 9.07. Payment for Consent. 
 Neither the Issuers nor any Affiliate of the Issuers shall,
directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the
Notes unless such consideration is offered to all Holders and is paid to all Holders that so consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or agreement. 
 ARTICLE 10 
 GUARANTEES 
  

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 Section 10.01. Guarantee. 
 Subject to this Article 10, from and after the consummation of the Transactions, 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 Issuers hereunder or thereunder, that: (a) the principal of,
interest, premium and Additional Interest, if any, on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if
lawful, and all other obligations of the Issuers to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of
payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.
Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment
and not a guarantee of collection. 
 The Guarantors hereby agree (to the extent legally possible under such Guarantor’s jurisdiction of
organization) that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of
the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, 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 Issuers, any right to require a proceeding first against the Issuers, protest, notice
and all demands whatsoever and covenants that this Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. 
 Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in
enforcing any rights under this Section 10.01. 
 If any Holder or the Trustee is required by any court or otherwise to return to the
Issuers, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers or the Guarantors, any amount paid either to the Trustee or such Holder, this Guarantee, to the extent theretofore
discharged, shall be reinstated in full force and effect. 
 Each Guarantor agrees that it shall not be entitled to any right of subrogation
in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee,
on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the 

  

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purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed
hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose
of this Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees. 
 Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers for liquidation,
reorganization, should the Issuers become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’ assets, and shall, to the fullest extent
permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any
obligee on the Notes or Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is
rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. 
 In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions
shall not in any way be affected or impaired thereby. 
 The Guarantee issued by any Guarantor shall be a general unsecured senior obligation
of such Guarantor and shall be pari passu in right of payment with all existing and future Senior Indebtedness of such Guarantor, if any. 
 Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature. 
 Section 10.02. Limitation on Guarantor Liability. 
 (a) Each Guarantor, and by its
acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance
Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations
of each Guarantor shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws and after giving effect to any
collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 10, result in the obligations of such Guarantor under its
Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law. Each 

  

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Guarantor that makes a payment under its Guarantee shall be entitled upon payment in full of all guaranteed obligations under this Indenture to a
contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with GAAP.

 (b) Except as otherwise provided for in subsections (d), (e), (f) and (h) below, the Holders agree not to enforce this
Guarantee or any obligation of Avago Technologies GmbH under any document entered into in relation hereto (for the purposes of this Section 10.02, collectively, the “Claims”) against Avago Technologies GmbH if and to the extent
that such enforcement would otherwise result in the net assets of Avago Technologies GmbH (Eigenkapital within the meaning of Section 266 paragraph 3 A of the German Commercial Code (Handelsgesetzbuch)) falling below the amount of
its stated share capital (Stammkapital) or increase any existing capital impairment (Begründung oder Vertiefung einer Unterbilanz) in the meaning of Sections 30 and 31 of the German Act on Limited Liability Companies
(GmbHG). In calculation of the net assets and the stated share capital any Indebtedness and other contractual liabilities incurred by Avago Technologies GmbH in violation of the provisions hereunder or any increases of the stated share
capital of Avago Technologies GmbH in violation of the provisions hereunder shall be disregarded. Any recourse claim of Avago Technologies GmbH against its affiliated companies shall not be regarded as an asset in determining the net assets of Avago
Technologies GmbH, if and to the extent that Avago Technologies GmbH provides evidence, to the reasonable satisfaction of the Trustee, that such recourse claim is of no value (nicht werthaltig). 
 (c) If and to the extent legally permissible and commercially justifiable in respect of the business of Avago Technologies GmbH, Avago Technologies
GmbH shall, following the receipt of an Enforcement Notice (as defined below), if and to the extent: 
 (i) it does not have sufficient assets
to allow an enforcement of any collateral in accordance with Section 10.02(b); and 
 (ii) the Holders would (but for this paragraph) be
entitled to enforce the Claims granted hereunder, realize any and all of its assets that are shown in the balance sheet with a book value (Buchwert) that is substantially lower than the market value of such assets, and which are not
essentially necessary for the business of Avago Technologies GmbH (betriebsnotwendig). 
 (d) The limitations set out in
Section 10.02(a) shall only apply if and to the extent that Avago Technologies GmbH evidences by providing the Trustee: 
 (i) within ten
(10) Business Days following a notice by the Trustee to the Company of its intention to enforce the Claims (for purposes of this Section 10.02, the “Enforcement Notice”), with a written confirmation by the managing
director(s) on behalf of Avago Technologies GmbH specifying if and to what extent Claims granted hereunder cannot be enforced as it would cause the net assets of Avago Technologies 

  

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GmbH to fall below the amount of its stated share capital (supported by evidence further specified in the last clause of this paragraph (d)) (for purposes of
this Section 10.02, the “Management Determination”) and the Trustee has not contested this Management Determination and argued that no or a lesser amount would be necessary to maintain the stated share capital of Avago
Technologies GmbH; or 
 (ii) within thirty (30) Business Days after the date on which the Trustee contested the Management
Determination, with a written confirmation (Bescheinigung aufgrund prüferischer Durchsicht) by the statutory auditor of Avago Technologies GmbH (Abschlussprüfer) (for purposes of this Section 10.04, the
“Auditor’s Determination”) with respect to the financial statements provided to the Trustee pursuant to the next paragraph. 
 The Management Determination shall be supported by (i) a list of Indebtedness drawn by or passed on to, Avago Technologies GmbH pursuant to Section 10.04(h) below, and (ii) evidence reasonably satisfactory to the Trustee
showing the amount of the net assets and the stated share capital of Avago Technologies GmbH. 
 (e) If the Trustee disagrees with the
Auditor’s Determination, the Holders shall be entitled to enforce the Claims up to the amount which is undisputed between itself and Avago Technologies GmbH in accordance with the provisions of Section 10.02(b) above. In relation to the
amount which is disputed, the Holders shall be entitled to further pursue their Claims (if any) and Avago Technologies GmbH shall be entitled to defend itself in court and to prove that this amount is necessary for maintaining its stated share
capital (calculated as of the date that the Enforcement Notice was given). If, after it has been provided with an Auditor’s Determination that prevented it from the enforcement of the security interest, the Trustee ascertains in good faith that
the financial condition of Avago Technologies GmbH has substantially improved (in particular if Avago Technologies GmbH has taken any action in accordance with Section 10.02(c) above), the Administrative Agent may, at Avago Technologies
GmbH’s cost and expense, arrange for the preparation of an updated balance sheet of Avago Technologies GmbH by the auditors having prepared the Auditor’s Determination in order for such auditors to determine whether (and if so, to what
extent) an enforcement would not lead to the net assets of Avago Technologies GmbH falling below the amount of its stated share capital. 
 (f) If any enforcement action was taken without limitation because the Management Determination and/or the Auditor’s Determination, as the case may be, was not delivered within the relevant time frame, the Holders shall repay to
Avago Technologies GmbH any amount which is necessary to maintain its stated share capital, calculated as of the date that the Enforcement Notice was given. 
 (g) In addition, the Claims shall not be enforced if and to the extent that such enforcement would lead to a breach of the prohibition of insolvency causing intervention (Verbot des existenzvernichtenden
Eingriffs) by depriving Avago Technologies GmbH of the liquidity necessary to fulfill its financial liabilities to its creditors. 
  

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 (h) Notwithstanding paragraphs (b) through (g) above, the Administrative Agent shall be
entitled to enforce the Claims without any limitation if and to the extent the Claims secure or correspond to proceeds or portions of proceeds from the sale of the Notes by any Issuer or any of its affiliates to the extent the funds will be borrowed
by, passed on or otherwise made available to Avago Technologies GmbH, to the extent outstanding at the level of Avago Technologies GmbH and including interest and fees accrued thereon and unpaid by Avago Technologies GmbH as of the date that the
Enforcement Notice was given. 
 (i) To the extent that applicable requirements of law prohibit any Guarantor from providing any
Guarantee or collateral security in respect of loans or other financial accommodations made to finance in whole or in part the acquisition of the capital stock, then the obligations of such Guarantor shall be deemed not to include that portion of
the obligations of the Issuers that are applied for the purpose of acquiring the capital stock of such Guarantor. 
 (j) Notwithstanding
any other provision of this Article 10 or this Indenture, Avago Technologies Italy S.R.L. shall only be liable up to the amount of the lower of (i) 100.0% of the principal aggregate amount of the Notes allocated to Avago Technologies Italy
S.R.L. by the Issuers, and (ii) the amount of the Notes allocated to Avago Technologies Italy S.R.L. at the time of the enforcement of the Guarantee. 
 (k) Notwithstanding any other provision of this Article 10 or this Indenture, Avago Technologies U.K. Ltd. shall not have any obligation or liability under its Guarantee, which, if it were incurred or any
part thereof were incurred, such Guarantee would constitute unlawful financial assistance for the purpose of Sections 151 and 152 of the U.K. Companies Act 1985 and such obligation or liability shall be specifically excluded. 
 (l) In connection with the execution and delivery by Keneth Yeh-Kang Hao and/or Adam Herbert Clammer and/or Luis Octavio Núñez Orellana
and/or Rafael Gómez Vicencio, on behalf of Avago Technologies México, S. de R.L. de C.V., of the Guarantee, this Indenture and any and all documents related hereto, all parties hereto hereby irrevocably waive any rights that they or
any beneficiaries under this Indenture or any document related hereto, may now or in the future have against any of the above mentioned individuals as attorney-in-fact and representative of Avago Technologies México, S. de R.L. de C.V. under
Article 7 of the Commercial Companies Act (Ley General de Sociedades Mercantiles) of Mexico. 
 (m) Notwithstanding any other
provision of this Article 10 or this Indenture, to the extent any Subsidiary of the Company executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, providing for a
Guarantee by such Subsidiary, the applicable limitations on the Guarantee pursuant to the local law of such Subsidiary shall be added to the supplemental indenture. 
 Section 10.03. Execution and Delivery. 
  

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 To evidence its Guarantee set forth in Section 10.01 hereof, each Guarantor hereby agrees that this
Indenture shall be executed on behalf of such Guarantor by its President, one of its Vice Presidents, one of its Assistant Vice Presidents or other authorized Officers, and with respect to any Guarantor organized under the laws of the Republic of
Singapore, shall be executed under seal. 
 Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 hereof shall
remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. 
 If an
Officer whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates the Note, the Guarantee shall be valid nevertheless. 
 The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors. 
 If required by Section 4.15 hereof, the Issuers shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of
Section 4.15 hereof and this Article 10, to the extent applicable. 
 Section 10.04. Subrogation. 
 Each Guarantor shall be subrogated to all rights of Holders of Notes against the Issuers in respect of any amounts paid by any Guarantor pursuant to the
provisions of Section 10.01 hereof; provided that, if an Event of Default has occurred and is continuing, no Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until
all amounts then due and payable by the Issuers under this Indenture or the Notes shall have been paid in full. 
 Section 10.05. Benefits
Acknowledged. 
 Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements
contemplated by this Indenture and that the guarantee and waivers made by it pursuant to its Guarantee are knowingly made in contemplation of such benefits. 
 Section 10.06. Release of Guarantees. 
 A Guarantee by a Guarantor shall be automatically and unconditionally released
and discharged, and no further action by such Guarantor, the Issuers or the Trustee is required for the release of such Guarantor’s Guarantee, upon: 
 (1) (A) any sale, exchange or transfer (by merger or otherwise) of the Capital Stock of such Guarantor (including any sale, exchange or transfer), after which the applicable Guarantor is no longer a Restricted
Subsidiary or all or substantially all the assets of such Guarantor which sale, exchange or transfer is made in compliance with the applicable provisions of this Indenture; 
  

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 (B) the release or discharge of the guarantee by such Guarantor of the Senior Credit Facilities or the
guarantee which resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee; 
 (C) the proper designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary; or 
 (D) the Issuers
exercising its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the Issuers’ obligations under this Indenture being discharged in accordance with the terms of this Indenture; and 
 (2) such Guarantor delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided
for in this Indenture relating to such transaction have been complied with. 
 ARTICLE 11 
 SATISFACTION AND DISCHARGE 
 Section 11.01.
Satisfaction and Discharge. 
 This Indenture shall be discharged and shall cease to be of further effect as to all Notes, when either:

 (1) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes which have been replaced or paid and Notes
for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or 
 (2) (A) all
Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise, shall become due and payable within one year or are to be called for redemption within one
year under arrangements satisfactory to the Trustee for the giving of notice of redemption by such Trustee in the name, and at the expense, of the Issuers and the Issuers or any Guarantor have irrevocably deposited or caused to be deposited with the
Trustee as trust funds in trust solely for the benefit of the Holders of the Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to
pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; 
 (B) no Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to
other Indebtedness, including the Subordinated Notes) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a
breach or violation of, or 

  

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constitute a default under, the Senior Credit Facilities, Subordinated Notes (or the indenture under which the Subordinated Notes are issued) or any other
material agreement or instrument (other than this Indenture) to which any Issuer or any Guarantor is a party or by which any Issuer or any Guarantor is bound (other than that resulting from any borrowing of funds to be applied to make such deposit
and any similar and simultaneous deposit relating to other Indebtedness, including the Subordinated Notes, and the granting of Liens in connection therewith); 
 (C) the Issuers have paid or caused to be paid all sums payable by it under this Indenture; and 
 (D) the
Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at Stated Maturity or the Redemption Date, as the case may be. 
 In addition, the Company must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to
satisfaction and discharge have been satisfied. 
 Notwithstanding the satisfaction and discharge of this Indenture, if money shall have been
deposited with the Trustee pursuant to subclause (A) of clause (2) of this Section 11.01, the provisions of Section 11.02 and Section 8.06 hereof shall survive. 
 Section 11.02. Application of Trust Money. 
 Subject to the provisions of Section 8.06
hereof, all money deposited with the Trustee pursuant to Section 11.01 hereof shall be held in trust and applied by it, in accordance with the provisions of the 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. 
 If the Trustee or Paying
Agent is unable to apply any money or Government Securities in accordance with Section 11.01 hereof by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, the Issuers’ and any Guarantor’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 11.01 hereof;
provided that if the Issuers have made any payment of principal of, premium and Additional Interest, if any, or interest on any Notes because of the reinstatement of its obligations, the Issuers 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. 
  

 129 








 ARTICLE 12 
 MISCELLANEOUS 
 Section 12.01. Trust Indenture Act Controls. 
 If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by Trust Indenture Act Section 318(c), the imposed duties
shall control. 
 Section 12.02. Notices. 
 Any notice or communication by the Issuers, any Guarantor or the Trustee to the others is duly given if in writing and delivered in person or mailed by first-class mail (registered or certified, return receipt requested), fax or overnight
air courier guaranteeing next day delivery, to the others’ address: 
 If to the Issuers and/or any Guarantor: 
 c/o Avago Technologies Finance Pte. Ltd. 
 No. 1 Yishun Avenue

 Singapore 
 Fax No.: +65-6215-8786 
 Attention: General Counsel 
 If to the Trustee: 
 The Bank of New York 
 101 Barclay Street, Floor 21W 
 New York, New York 10286 
 Fax No.: (212) 815-5802/3 
 Attention: Corporate Trust Administration 
 The Issuers, any
Guarantor or the Trustee, by notice to the others, may designate additional or different addresses for subsequent notices or communications. 
 All notices and communications (other than those sent to Holders) shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five calendar days after being deposited in the mail, postage prepaid, if
mailed by first-class mail; when receipt acknowledged, if faxed; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery; provided that any notice or communication
delivered to the Trustee shall be deemed effective only upon actual receipt thereof. 
 Any notice or communication to a Holder shall be
mailed by first-class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar. Any notice or communication shall also be so mailed
to any Person described in Trust Indenture Act Section 

  

 130 








 
313(c), to the extent required by the Trust Indenture Act. Failure to mail a notice or communication to a Holder or any defect in it shall not affect its
sufficiency with respect to other Holders. 
 If a notice or communication is mailed in the manner provided above within the time prescribed,
it is duly given, whether or not the addressee receives it, except that any notice or communication to the Trustee shall be effective only upon actual receipt thereof. 
 If the Issuers mail a notice or communication to Holders, they shall mail a copy to the Trustee and each Agent at the same time. 
 Section 12.03. Communication by Holders of Notes with Other Holders of Notes. 
 Holders may communicate pursuant to
Trust Indenture Act Section 312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Issuers, the Trustee, the Registrar and anyone else shall have the protection of Trust Indenture Act Section 312(c).

 Section 12.04. Certificate and Opinion as to Conditions Precedent. 
 Upon any request or application by the Issuers or any of the Guarantors to the Trustee to take any action under this Indenture, the Issuers or such
Guarantor, as the case may be, shall furnish to the Trustee: 
 (a) An Officer’s Certificate in form and substance reasonably
satisfactory to the Trustee (which shall include the statements set forth in Section 12.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the
proposed action have been satisfied; and 
 (b) An Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which
shall include the statements set forth in Section 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied. 
 Section 12.05. Statements Required in Certificate or Opinion. 
 Each certificate or opinion with
respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to Section 4.04 hereof or Trust Indenture Act Section 314(a)(4)) shall comply with the provisions of Trust
Indenture Act Section 314(e) and shall include: 
 (a) a statement that the Person making such certificate or opinion has read such
covenant or condition; 
 (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements
or opinions contained in such certificate or opinion are based; 
  

 131 








 (c) a statement that, in the opinion of such Person, he or she has made such examination or
investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with (and, in the case of an Opinion of Counsel, may be limited to reliance on an Officer’s Certificate
as to matters of fact); and 
 (d) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been
complied with. 
 Section 12.06. Rules by Trustee and Agents. 
 The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar, Paying Agent or Calculation Agent may make reasonable rules and set reasonable requirements for its functions. 

Section 12.07. No Personal Liability of Directors, Officers, Employees and Stockholders. 
 No director, officer, employee, incorporator or stockholder of the Issuers or any Guarantor or any of their parent companies shall have any liability for
any obligations of the Issuers or the Guarantors under the Notes, the Guarantees or this Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder by accepting Notes waives and releases all
such liability. The waiver and release are part of the consideration for issuance of the Notes. 
 Section 12.08. Governing Law. 
 THIS INDENTURE, THE NOTES AND ANY GUARANTEE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 
 Section 12.09. Consent to Jurisdiction, Service of Process and Immunity. 
 The Issuers irrevocably submit to the jurisdiction of the courts of the State of New York and the courts of the United States of America located in the Borough of Manhattan, City and State of New York over any suit,
action or proceeding with respect to this Indenture or the transactions contemplated hereby. The Issuers waive any objection that they may have to the venue of any suit, action or proceeding with respect to this Indenture or the transactions
contemplated hereby in the courts of the State of New York or the courts of the United States of America, in each case, located in the Borough of Manhattan, City and State of New York, or that such suit, action or proceeding brought in the courts of
the State of New York or the United States of America, in each case, located in the Borough of Manhattan, City and State of New York was brought in an inconvenient court and agrees not to plead or claim the same. 
 The Issuers irrevocably appoint CT Corporation System as their authorized agent in the State of New York upon whom process may be served in any action
arising out of or based on the Notes or this Indenture, which may be instituted in the United States District Court for the 

  

 132 








 
Southern District of New York or any state court in the City and County of New York. Such service may be made by delivering or mailing a copy of such process
to the Issuers in care of CT Corporation System to accept such service on their behalf. Such appointment shall be irrevocable until all amounts in respect of the principal, premium, Additional Amounts, or Additional Interest, if any, due, or to
become due on or in respect of the Notes issued hereunder have been paid in full accordance with the terms hereof or unless and until a successor shall have been appointed as the Issuers’ authorized agent for such service provided above.

 The Issuers hereby waive, to the fullest extent permitted by law, any immunity, including sovereign immunity, from jurisdiction to which
they might otherwise be entitled in respect of any proceeding arising our of or relating to the Notes or this Indenture. Notwithstanding the foregoing, with respect to any such proceedings, neither the consent to jurisdiction nor the waiver agreed
to in this Section 12.09 shall be interpreted to include any consent or waiver with respect to actions brought under the United States federal securities laws or any state securities laws. The foregoing waiver is intended to be irrevocable
under the laws of the State of New York and the United States of America and, in particular, under the United States Foreign Sovereign Immunities Act of 1976, as amended, and the provisions in this Section 12.09 with regard to jurisdictional
matters constitute, among other things, a special arrangement for services between the parties to this Indenture under such act. 
 Section 12.10.
Waiver of Jury Trial. 
 EACH OF THE ISSUERS, THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY. 
 Section 12.11. Force Majeure. 
 In no event shall the Trustee be responsible or liable for any
failure or delay in the performance of its obligations under this Indenture arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including without limitation strikes, work stoppages, accidents, acts of war or
terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services. 
 Section 12.12. No Adverse Interpretation of Other Agreements. 
 This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Issuers or its Restricted Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used
to interpret this Indenture. 
 Section 12.13. Successors. 
  

 133 








 All agreements of the Issuers in this Indenture and the Notes shall bind their successors. All agreements
of the Trustee in this Indenture shall bind its successors. All agreements of each Guarantor in this Indenture shall bind its successors, except as otherwise provided in Section 10.05 hereof. 
 Section 12.14. Severability. 
 In case any
provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 
 Section 12.15. Counterpart Originals. 
 The
parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 
 Section 12.16. Table of Contents, Headings, etc.  
 The Table of Contents, Cross-Reference Table and headings of the
Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 
 Section 12.17. Qualification of Indenture. 
 The
Issuers and the Guarantors shall qualify this Indenture under the Trust Indenture Act in accordance with the terms and conditions of the Registration Rights Agreement and shall pay all reasonable costs and expenses (including attorneys’ fees
and expenses for the Issuers, the Guarantors and the Trustee) incurred in connection therewith, including, but not limited to, costs and expenses of qualification of this Indenture and the Notes and printing this Indenture and the Notes. The Trustee
shall be entitled to receive from the Issuers and the Guarantors any such Officer’s Certificates, Opinions of Counsel or other documentation as it may reasonably request in connection with any such qualification of this Indenture under the
Trust Indenture Act. 
 [Signatures on following page] 
  


 134 









							
	 AVAGO TECHNOLOGIES FINANCE PTE.
 LTD.
	 		 		 	
				
	 The Common Seal of
 AVAGO TECHNOLOGIES FINANCE
PTE.
 LTD.
 was hereunto affixed
	 	 )
 )
 )
	 		 	[Seal]
				
	 /s/ Adam H. Clammer
	 		 		 	
	Name: Adam H. Clammer	 		 		 	
	Title: Director	 		 		 	
				
	 /s/ Kenneth Y. Hao
	 		 		 	
	Name: Kenneth Y. Hao	 		 		 	
	Title: Director	 		 		 	

 [SIGNATURE PAGE TO SENIOR INDENTURE] 








			
	AVAGO TECHNOLOGIES U.S. INC.
		
	By:	 	 /s/ Kenneth Y. Hao

		 	Name: Kenneth Y. Hao
		 	Title: Vice President
	
	 AVAGO TECHNOLOGIES WIRELESS
 (U.S.A.)

	MANUFACTURING INC.
		
	By:	 	 /s/ Kenneth Y. Hao

		 	Name: Kenneth Y. Hao
		 	Title: Vice President


 [SIGNATURE PAGE TO SENIOR INDENTURE] 








							
	 AVAGO TECHNOLOGIES GENERAL IP
 (SINGAPORE) PTE.
LTD.
	 		 		 	
				
	 The Common Seal of
 AVAGO TECHNOLOGIES GENERAL IP

 (SINGAPORE) PTE. LTD.
 was hereunto
affixed
	 	 )
 )
 )
	 		 	[Seal]
				
	 /s/ Kenneth Y. Hao
	 		 		 	
	Name: Kenneth Y. Hao	 		 		 	
	Title: Director	 		 		 	
				
	 /s/ Adam H. Clammer
	 		 		 	
	Name: Adam H. Clammer	 		 		 	
	Title: Director	 		 		 	

 [SIGNATURE PAGE TO SENIOR INDENTURE] 








							
	 AVAGO TECHNOLOGIES ECBU IP
 (SINGAPORE)

 PTE. LTD.
	 		 		 	
				
	 The Common Seal of
 AVAGO TECHNOLOGIES ECBU IP

 (SINGAPORE) PTE. LTD.
 was hereunto
affixed
	 	 )
 )
 )
	 		 	[Seal]
				
	 /s/ Kenneth Y. Hao
	 		 		 	
	Name: Kenneth Y. Hao	 		 		 	
	Title: Director	 		 		 	
				
	 /s/ Adam H. Clammer
	 		 		 	
	Name: Adam H. Clammer	 		 		 	
	Title: Director	 		 		 	

 [SIGNATURE PAGE TO SENIOR INDENTURE] 








							
	 AVAGO TECHNOLOGIES
 MANUFACTURING
 (SINGAPORE) PTE. LTD.
	 		 		 	
				
	The Common Seal of	 		 		 	
	 AVAGO TECHNOLOGIES
 MANUFACTURING
 (SINGAPORE) PTE. LTD.
 was
hereunto affixed
	 	 )
 )
 )
	 		 	[Seal]
				
	 /s/ Kenneth Y. Hao
	 		 		 	
	Name: Kenneth Y. Hao	 		 		 	
	Title: Director	 		 		 	
				
	 /s/ Adam H. Clammer
	 		 		 	
	Name: Adam H. Clammer	 		 		 	
	Title: Director	 		 		 	

 [SIGNATURE PAGE TO SENIOR INDENTURE] 








							
	 AVAGO TECHNOLOGIES
 INTERNATIONAL SALES PTE.
LIMITED
	 		 		 	
				
	 The Common Seal of
 AVAGO TECHNOLOGIES

INTERNATIONAL SALES PTE. LIMITED
 was hereunto
affixed
	 	 )
 )
 )
	 		 	[Seal]
				
	 /s/ Kenneth Y. Hao
	 		 		 	
	Name: Kenneth Y. Hao	 		 		 	
	Title: Director	 		 		 	
				
	 /s/ Adam H. Clammer
	 		 		 	
	Name: Adam H. Clammer	 		 		 	
	Title: Director	 		 		 	

 [SIGNATURE PAGE TO SENIOR INDENTURE] 








							
	 AVAGO TECHNOLOGIES WIRELESS IP
 (SINGAPORE)
PTE. LTD.
	 		 		 	
				
	 The Common Seal of
 AVAGO TECHNOLOGIES WIRELESS IP

 (SINGAPORE) PTE. LTD.
 was hereunto
affixed
	 	 )
 )
 )
	 		 	[Seal]
				
	 /s/ Kenneth Y. Hao
	 		 		 	
	Name: Kenneth Y. Hao	 		 		 	
	Title: Director	 		 		 	
				
	 /s/ Adam H. Clammer
	 		 		 	
	Name: Adam H. Clammer	 		 		 	
	Title: Director	 		 		 	

 [SIGNATURE PAGE TO SENIOR INDENTURE] 








							
	 AVAGO TECHNOLOGIES IMAGING IP
 (SINGAPORE) PTE.
LTD.
	 		 		 	
				
	 The Common Seal of
 AVAGO TECHNOLOGIES IMAGING IP

 (SINGAPORE) PTE. LTD.
 was hereunto
affixed
	 	 )
 )
 )
	 		 	[Seal]
				
	 /s/ Kenneth Y. Hao
	 		 		 	
	Name: Kenneth Y. Hao	 		 		 	
	Title: Director	 		 		 	
				
	 /s/ Adam H. Clammer
	 		 		 	
	Name: Adam H. Clammer	 		 		 	
	Title: Director	 		 		 	

 [SIGNATURE PAGE TO SENIOR INDENTURE] 








							
	 AVAGO TECHNOLOGIES ENTERPRISE IP
 (SINGAPORE)
PTE. LTD.
	 		 		 	
				
	The Common Seal of	 		 		 	
	 AVAGO TECHNOLOGIES ENTERPRISE IP 
 (SINGAPORE) PTE. LTD.
 was hereunto affixed
	 	 )
 )
 )
	 		 	[Seal]
				
	 /s/ Kenneth Y. Hao
	 		 		 	
	Name: Kenneth Y. Hao	 		 		 	
	Title: Director	 		 		 	
				
	 /s/ Adam H. Clammer
	 		 		 	
	Name: Adam H. Clammer	 		 		 	
	Title: Director	 		 		 	

 [SIGNATURE PAGE TO SENIOR INDENTURE] 








					
	 AVAGO TECHNOLOGIES STORAGE IP 
 (SINGAPORE)
PTE. LTD.
	 		 	
			
	 The Common Seal of 
 AVAGO TECHNOLOGIES STORAGE
IP
 (SINGAPORE) PTE. LTD.
 was hereunto
affixed
	 		 	[Seal]
			
	 /s/ Kenneth Y. Hao
	 		 	
	Name: Kenneth Y. Hao	 		 	
	Title: Director	 		 	
			
	 /s/ Adam H. Clammer
	 		 	
	Name: Adam H. Clammer	 		 	
	Title: Director	 		 	

 [SIGNATURE PAGE TO SENIOR INDENTURE] 








							
	 AVAGO TECHNOLOGIES FIBER IP
 (SINGAPORE)

 PTE. LTD.
	 		 		 	
				
	 The Common Seal of
 AVAGO TECHNOLOGIES FIBER IP 

 (SINGAPORE) PTE. LTD.
 was hereunto
affixed
	 	 )
 )
 )
	 		 	[Seal]
				
	 /s/ Kenneth Y. Hao
	 		 		 	
	Name: Kenneth Y. Hao	 		 		 	
	Title: Director	 		 		 	
				
	 /s/ Adam H. Clammer
	 		 		 	
	Name: Adam H. Clammer	 		 		 	
	Title: Director	 		 		 	

 [SIGNATURE PAGE TO SENIOR INDENTURE] 








			
	 AVAGO TECHNOLOGIES IMAGING
 (U.S.A.) INC., as
U.S. Guarantor

		
	By:	 	 /s/ Kenneth Y. Hao

		 	Name: Kenneth Y. Hao
		 	Title: Vice President
	
	 AVAGO TECHNOLOGIES STORAGE
 (U.S.A.) INC., as
U.S. Guarantor

		
	By:	 	 /s/ Kenneth Y. Hao

		 	Name: Kenneth Y. Hao
		 	Title: Vice President
	
	 AVAGO TECHNOLOGIES WIRELESS
 (U.S.A.) INC.,
as U.S. Guarantor

		
	By:	 	 /s/ Kenneth Y. Hao

		 	Name: Kenneth Y. Hao
		 	Title: Vice President
	
	 AVAGO TECHNOLOGIES U.S. R&D
 INC., as
U.S. Guarantor

		
	By:	 	 /s/ Kenneth Y. Hao

		 	Name: Kenneth Y. Hao
		 	Title: Vice President


 [SIGNATURE PAGE TO SENIOR INDENTURE] 








			
	 AVAGO TECHNOLOGIES (MALAYSIA)
 SDN BHD
(Company No: 704181-P, as
 Malaysian Guarantor

		
	By:	 	 /s/ Kenneth Y. Hao

		 	Name: Kenneth Y. Hao
		 	Title: Director
	
	 AVAGO TECHNOLOGIES WIRELESS
 HOLDING (LABUAN)

 CORPORATION (Company No:
 LL05008), as Labuan
Guarantor

		
	By:	 	 /s/ Kenneth Y. Hao

		 	Name: Kenneth Y. Hao
		 	Title: Director
	
	 AVAGO TECHNOLOGIES IMAGING
 HOLDING (LABUAN)

 CORPORATION (Company No:
 LL05006), as Labuan
Guarantor

		
	By:	 	 /s/ Kenneth Y. Hao

		 	Name: Kenneth Y. Hao
		 	Title: Director


 [SIGNATURE PAGE TO SENIOR INDENTURE] 








			
	 AVAGO TECHNOLOGIES FIBER
HOLDING (LABUAN)
CORPORATION (Company No:
LL05009), as Labuan Guarantor

		
	By:	 	 /s/ Kenneth Y. Hao

		 	Name: Kenneth Y. Hao
		 	Title: Director
	
	 AVAGO TECHNOLOGIES STORAGE
HOLDING (LABUAN)
CORPORATION (Company No:
LL0507), as Labuan Guarantor

		
	By:	 	 /s/ Kenneth Y. Hao

		 	Name: Kenneth Y. Hao
		 	Title: Director
	
	 AVAGO TECHNOLOGIES ENTERPRISE
HOLDING (LABUAN)
CORPORATION (Company No:
LL05005), as Labuan
Guarantor

		
	By:	 	 /s/ Kenneth Y. Hao

		 	Name: Kenneth Y. Hao
		 	Title: Director


 [SIGNATURE PAGE TO SENIOR INDENTURE] 








			
	 AVAGO TECHNOLOGIES HOLDINGS
 B.V., as Dutch
Guarantor

		
	By:	 	 /s/ Kenneth Y. Hao

		 	Name: Kenneth Y. Hao
		 	Title: Managing Director
	
	 AVAGO TECHNOLOGIES WIRELESS
 HOLDINGS, B.V.,
as Dutch Guarantor

		
	By:	 	 /s/ Kenneth Y. Hao

		 	Name: Kenneth Y. Hao
		 	Title: Managing Director
	
	 AVAGO TECHNOLOGIES STORAGE
 HOLDINGS B.V., as
Dutch Guarantor

		
	By:	 	 /s/ Kenneth Y. Hao

		 	Name: Kenneth Y. Hao
		 	Title: Managing Director
	
	 AVAGO TECHNOLOGIES IMAGING
 HOLDINGS B.V., as
Dutch Guarantor

		
	By:	 	 /s/ Kenneth Y. Hao

		 	Name: Kenneth Y. Hao
		 	Title: Managing Director


 [SIGNATURE PAGE TO SENIOR INDENTURE] 








			
	 AVAGO TECHNOLOGIES JAPAN, LTD.,
as Japanese Guarantor

		
	By:	 	 /s/ Adam H. Clammer

		 	Name: Adam H. Clammer
		 	Title: Attorney-in-fact
	
	 AVAGO TECHNOLOGIES CANADA
CORPORATION, as Canadian
Guarantor

		
	By:	 	 /s/ Adam H. Clammer

		 	Name: Adam H. Clammer
		 	Title: Secretary
	
	 AVAGO TECHNOLOGIES MEXICO, S.
DE R.L. DE D.V., as Mexican
Guarantor

		
	By:	 	 /s/ Adam H. Clammer

		 	Name: Adam H. Clammer
		 	Title: Attorney-in-fact
	
	 AVAGO TECHNOLOGIES U.K., LTD., as
U.K. Guarantor

		
	By:	 	 /s/ Adam H. Clammer

		 	Name: Adam H. Clammer
		 	Title: Director


 [SIGNATURE PAGE TO SENIOR INDENTURE] 








			
	 AVAGO TECHNOLOGIES GMBH, as
German Guarantor

		
	By:	 	 /s/ Kenneth Y. Hao

		 	Name: Kenneth Y. Hao
		 	Title: Managing Director


 [SIGNATURE PAGE TO SENIOR INDENTURE] 








			
	 AVAGO TECHNOLOGIES ITALY S.R.L.,
as Italian Guarantor

		
	By:	 	 /s/ Kenneth Y. Hao

		 	Name: Kenneth Y. Hao
		 	Title: Director


 [SIGNATURE PAGE TO SENIOR INDENTURE] 








			
	 THE BANK OF NEW YORK,
 as
Trustee

		
	By:	 	 /s/ Stanislav Pertsev

		 	Name: Stanislav Pertsev
		 	Title: Assistant Treasurer


 [SIGNATURE PAGE TO SENIOR INDENTURE] 







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

 A-1-1 








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

 representing up to 
 $                     
 10  1/8% Senior Notes due 2013 
  

				
	No.    	  	[$                    	]

 AVAGO TECHNOLOGIES FINANCE PTE. LTD., 
 AVAGO TECHNOLOGIES U.S. INC., 
 AVAGO TECHNOLOGIES WIRELESS (U.S.A.) MANUFACTURING INC.,

 promise to pay to CEDE & CO. or registered assigns, the principal sum of
                     United States Dollars on December 1, 2013. 
 Interest Payment Dates: June 1 and December 1 
 Record Dates: May 15 and November 15 
  
  

	1	Rule 144A Note CUSIP: 05336X AA 9 

 Rule 144A Note ISIN:
US05336XAA90 
 Regulation S Note CUSIP: U05212AA0 
 Regulation S Note ISIN: USU05212AA04 
 Exchange Note CUSIP: 05336X AD 3 
 Exchange Note ISIN: US05336XAD30 
  

 A-1-2 








 IN WITNESS HEREOF, the Issuers have caused this instrument to be duly executed. 
 Dated: December 1, 2005 
  

			
	AVAGO TECHNOLOGIES FINANCE PTE. LTD.
		
	By:	 	  

		 	Name:
		 	Title:
		
		 	AVAGO TECHNOLOGIES U.S. INC.
		
	By:	 	  

		 	Name:
		 	Title:
	
	AVAGO TECHNOLOGIES WIRELESS (U.S.A.) MANUFACTURING INC.,
		
	By:	 	  

		 	Name:
		 	Title:


  

 A-1-3 








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

			
	THE BANK OF NEW YORK,
	as Trustee
		
	By:	 	  

		 	Authorized Signatory


  

 A-1-4 








 [Back of Fixed Rate Note] 
 10  1/8% Senior Notes due 2013 
 Capitalized terms used herein shall have the meanings assigned to them in
the Indenture referred to below unless otherwise indicated. 
 1.        INTEREST.    Avago Technologies Finance Pte. Ltd., a private limited company organized under the laws of the Republic of Singapore, Avago Technologies U.S. Inc., a
Delaware corporation, and Avago Technologies Wireless (U.S.A.) Manufacturing Inc., a Delaware corporation promise to pay interest on the principal amount of this Fixed Rate Note at 10  1/
8% per annum from December 1, 2005 until maturity and shall pay the Additional Interest, if any, payable pursuant to the Registration Rights Agreement referred to below. The
Issuers will pay interest and Additional Interest, if any, semi-annually in arrears on June 1 and December 1 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 Fixed Rate Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that the first Interest Payment Date shall be
June 1, 2006. The Issuers will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the interest rate on the Fixed Rate Notes; it
shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace periods) from time to time on demand at the
interest rate on the Fixed Rate Notes. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. 
 2.        METHOD OF PAYMENT.    The Issuers will pay interest on the Fixed Rate Notes and Additional Interest, if any, to the Persons who are registered Holders of Fixed Rate Notes
at the close of business on May 15 or November 15 (whether or not a Business Day), as the case may be, next preceding the Interest Payment Date, even if such Fixed Rate Notes are canceled after such record date and on or before such
Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. Payment of interest and Additional Interest, if any, may be made by check mailed to the Holders at their addresses set forth in the
register of Holders, provided that payment by wire transfer of immediately available funds will be required with respect to principal of and interest, premium and Additional Interest, if any, on all Global Notes and all other Notes the
Holders of which shall have provided wire transfer instructions to the Issuers or the Paying Agent. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and
private debts. 
 3.        PAYING AGENT AND REGISTRAR.    Initially, The Bank of
New York, the Trustee under the Indenture, will act as Paying Agent and Registrar. The Issuers may change any Paying Agent or Registrar without notice to the Holders. The Issuers or any of its Subsidiaries may act in any such capacity. 

 

 A-1-5 








 4.        INDENTURE.    The Issuers issued the Fixed Rate Notes under an Indenture, dated as of December 1, 2005 (the “Indenture”), among Avago Technologies
Finance Pte. Ltd., Avago Technologies U.S. Inc., a Delaware corporation, Avago Technologies Wireless (U.S.A.) Manufacturing Inc., the Guarantors named therein and the Trustee. This Fixed Rate Note is one of a duly authorized issue of notes of the
Issuers designated as its 10  1/8% Senior Notes due 2013. The Issuers shall be entitled to issue Additional Fixed Rate Notes
pursuant to Section 2.01 and 4.09 of the Indenture. The Fixed Rate Notes (including any Exchange Notes issued in exchange therefor) and the Floating Rate Notes issued under the Indenture (including any Exchange Notes issued in exchange
therefor) (collectively referred to herein as the “Notes”) are separate series of Notes, but shall be treated as a single class of securities under the Indenture, unless otherwise specified in the Indenture. The terms of the Fixed
Rate Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). The Fixed Rate 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 Fixed Rate Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be
controlling. 
 5.        OPTIONAL REDEMPTION. 
 (a)      Except as set forth below under clauses 5(b) and 5(c) hereof, the Fixed Rate Notes will not be redeemable at the
Issuers’s option before December 1, 2009. 
 (b)      At any time prior to December 1, 2009, the
Issuers may redeem all or a part of the Fixed Rate Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address or otherwise delivered in accordance with the procedures of
DTC, at a redemption price equal to 100% of the principal amount of the Fixed Rate Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to the date of redemption (the “Redemption
Date”), subject to the rights of Holders of record of Fixed Rate Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. 
 (c)      Until December 1, 2008, the Issuers may, at their option, on one or more occasions redeem up to 35% of the aggregate principal amount of Fixed Rate Notes at a redemption
price equal to 110.125% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of record of Fixed Rate Notes on the
relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds of one or more Equity Offerings and redeem up to 35% of the aggregate principal amount of the Fixed Rate Notes at a redemption price equal
to 110.125% of the aggregate principal amount thereof, plus and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of the Holders of record of Fixed Rate Notes on the relevant record date
to receive interest due on the relevant interest payment date, with the net proceeds of one or more Designated Asset Sales; provided, however, that at least 50% of the sum of the aggregate principal amount of Fixed Rate Notes
originally issued under the Indenture and any Additional Notes that are Fixed Rate Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further,
however, that each such redemption occurs 

  

 A-1-6 








 
within 90 days of the date of closing of each such Equity Offering or Designated Asset Sale, as the case may be. Notice of any redemption upon any
Equity Offering or Designated Asset Sale may be given prior to the completion thereof, and any such redemption or notice may, at their discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the
related Equity Offering or Designated Asset Sale. 
 (d)      On and after December 1, 2009, the Issuers
may redeem the Fixed Rate Notes, in whole or in part, upon notice as set forth in Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amount of the Fixed Rate Notes to be redeemed) set forth below,
plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of record of Fixed Rate Notes on the relevant Record Date to receive interest due on the relevant Interest
Payment Date, if redeemed during the twelve-month period beginning on December 1 of each of the years indicated below: 
  

			
	 Year
	  	Percentage
	 2009
	  	105.063%
	 2010
	  	102.531%
	 2011 and thereafter
	  	100.00%

 (e)      Any redemption pursuant to this paragraph 5 shall be made
pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture. 
 6.        MANDATORY
REDEMPTION.    The Issuers shall not be required to make mandatory redemption or sinking fund payments with respect to the Fixed Rate Notes. 
 7.        NOTICE OF REDEMPTION.    Subject to Section 3.03 of the Indenture, notice of redemption will be mailed by first-class mail at least 30 days
but not more than 60 days before the redemption date (except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with Article 8 or Article 11 of the Indenture) to each Holder whose
Fixed Rate Notes are to be redeemed at its registered address. Fixed Rate Notes in denominations larger than $2,000 may be redeemed in part but only in whole multiples of $2,000, unless all of the Notes held by a Holder are to be redeemed. On and
after the redemption date interest ceases to accrue on Fixed Rate Notes or portions thereof called for redemption. 
 8.        OFFERS TO REPURCHASE. 
 (a)      Upon the
occurrence of a Change of Control, the Issuers shall make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 and integral multiples of $1,000 in excess of $2,000) of each
Holder’s Fixed Rate Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchase (the “Change of Control
Payment”). The Change of Control Offer shall be made in accordance with Section 4.14 of the Indenture. 
  

 A-1-7 








 (b)      If the Issuers or any of its Restricted Subsidiaries consummates
an Asset Sale, within 10 Business Days of each date that Excess Proceeds exceed $25.0 million, the Issuers shall commence, an offer to all Holders of the Notes and, if required by the terms of any Indebtedness that is pari passu with the
Notes (“Pari Passu Indebtedness”), to the holders of such Pari Passu Indebtedness (an “Asset Sale Offer”), to purchase the aggregate maximum principal amount of Fixed Rate Notes (including any Additional Fixed Rate
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 thereon, if
any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Fixed Rate Notes (including any Additional Fixed Rate Notes) and such Pari Passu
Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuers may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in the Indenture. If the aggregate
principal amount of Fixed Rate Notes or the Pari Passu Indebtedness surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Fixed Rate Notes and such Pari Passu Indebtedness to be purchased on a pro
rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. Holders of Fixed Rate Notes
that are the subject of an offer to purchase will receive an Asset Sale Offer from the Issuers prior to any related purchase date and may elect to have such Fixed Rate Notes purchased by completing the form entitled “Option of Holder to Elect
Purchase” attached to the Fixed Rate Notes. 
 9.        DENOMINATIONS, TRANSFER,
EXCHANGE.    The Fixed Rate Notes are in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess of $2,000. The transfer of Fixed Rate Notes may be registered and Fixed Rate 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 Issuers may require a Holder to pay any taxes and fees required by
law or permitted by the Indenture. The Issuers need not exchange or register the transfer of any Fixed Rate Note or portion of a Fixed Rate Note selected for redemption, except for the unredeemed portion of any Fixed Rate Note being redeemed in
part. Also, the Issuers need not exchange or register the transfer of any Fixed Rate Notes for a period of 15 days before a selection of Fixed Rate Notes to be redeemed. 
 10.        PERSONS DEEMED OWNERS.    The registered Holder of a Fixed Rate Note may be treated as its owner for all purposes. 
 11.        AMENDMENT, SUPPLEMENT AND WAIVER.    The Indenture, the Guarantees or the Notes
may be amended or supplemented as provided in the Indenture. 
 12.        DEFAULTS AND
REMEDIES.    The Events of Default relating to the Fixed Rate Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 30% in principal
amount of the then outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. 

  

 A-1-8 








 
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, the Fixed Rate Notes or the Guarantees 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 Fixed Rate Notes notice of any continuing Default (except a Default relating to the payment of
principal, premium, if any, Additional Interest, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may
on behalf of the Holders of all of the Notes waive any existing Default and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, Additional Interest, if any, or interest on, any of the
Notes held by a non-consenting Holder. The Issuers and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) is required to deliver to the Trustee annually a statement regarding compliance with the
Indenture, and the Issuers is required within five (5) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuers proposes to take with respect thereto.

 13.        AUTHENTICATION.    This Fixed Rate Note shall not be entitled to
any benefit under the Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of the Trustee. 
 14.        ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED DEFINITIVE NOTES.    In addition to the rights provided to Holders of Fixed Rate Notes under the
Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes shall have all the rights set forth in the Registration Rights Agreement, dated as of December 1, 2005, among Avago Technologies Finance Pte. Ltd., Avago Technologies
U.S. Inc., Avago Technologies Wireless (U.S.A.) Manufacturing Inc., the Guarantors named therein and the other parties named on the signature pages thereof (the “Registration Rights Agreement”), including the right to receive
Additional Interest (as defined in the Registration Rights Agreement). 
 15.        GOVERNING
LAW.    THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THE FIXED RATE NOTES AND THE GUARANTEES. 
 16.        CUSIP NUMBERS; ISIN NUMBERS.    Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the
Issuers have caused CUSIP numbers and ISIN numbers to be printed on the Fixed Rate Notes and the Trustee may use CUSIP numbers and ISIN numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of
such numbers either as printed on the Fixed Rate Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. 
  

 A-1-9 








 The Issuers will furnish to any Holder upon written request and without charge a copy of the Indenture
and/or the Registration Rights Agreement. Requests may be made to the Issuers at the following address: 
 Avago Technologies Finance Pte.
Ltd. 
 1 Yishun Avenue 7, Singapore 
 Attention: Bian-ee Tan 
  

 A-1-10 








 ASSIGNMENT FORM 
 To assign this Fixed Rate Note, fill in the form below: 
  

			
	(I) or (we) assign and transfer this Fixed Rate 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 Fixed Rate Note on the books of the Issuers. The agent may substitute another to act for him.

  

					
	Date:	 	                                         
 
	 	

  

			
	Your Signature:	 	  

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


  

					
	Signature Guarantee*:	 	                                         
                                         

	  	

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

 A-1-11 








 OPTION OF HOLDER TO ELECT PURCHASE 
 If you want to elect to have this Fixed Rate Note purchased by the Issuers pursuant to Section 4.10 or 4.14 of the Indenture, check the appropriate
box below: 
 [ ] Section 4.10            [ ] Section 4.14 

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

					
	Date:	 	                                         
 
	 	

  

			
	Your Signature:	 	  

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




			
		
	Tax Identification No.:	 	  



  

					
	Signature Guarantee*:	 	                                         
                                         

	  	

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

 A-1-12 








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

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

		 		 		 		 	
		 		 		 		 	
		 		 		 		 	
		 		 		 		 	
		 		 		 		 	

  

 A-1-13 








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

 A-2-1 








 CUSIP [            ] 
 ISIN [            ]2 
 [[RULE 144A] [REGULATION S] GLOBAL NOTE

 representing up to 
 $                    ] 
 Senior Floating Rate Notes due 2013 
  

				
	No.    	  	[$                    	]

 AVAGO TECHNOLOGIES FINANCE PTE. LTD., 
 AVAGO TECHNOLOGIES U.S. INC., 
 AVAGO TECHNOLOGIES WIRELESS (U.S.A.) MANUFACTURING INC.,

 promise to pay to CEDE & CO. or registered assigns, the principal sum of
                     United States Dollars on December 1, 2013. 
 Interest Payment Dates: March 1, June 1, September 1 and December 1 
 Record Dates:
February 15, May 15, August 15 and November 15 
  
  

	 2
	 Rule 144A Note CUSIP: 05336X AB 7 


 Rule 144A Note ISIN: US05336XAB73 
 Regulation
S Note CUSIP: U05212AB8 
 Regulation S Note ISIN: USU05212AB86 
 Exchange Note CUSIP: 05336X AE 1 
 Exchange Note ISIN: US05336XAE13 
  

 A-2-2 








 IN WITNESS HEREOF, the Issuers have caused this instrument to be duly executed. 
 Dated: December 1, 2005 
  

			
	AVAGO TECHNOLOGIES FINANCE PTE. LTD.
		
	By:	 	  

		 	Name:
		 	Title:
		
		 	AVAGO TECHNOLOGIES U.S. INC.
		
	By:	 	  

		 	Name:
		 	Title:
	
	AVAGO TECHNOLOGIES WIRELESS (U.S.A.) MANUFACTURING INC.,
		
	By:	 	  

		 	Name:
		 	Title:


  

 A-2-3 








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

			
	 THE BANK OF NEW YORK,
 as
Trustee

		
	By:	 	  

		 	        Authorized Signatory


  

 A-2-4 








 [Back of Floating Rate Note] 
 Senior Floating Rate Notes due 2013 
 Capitalized terms used herein shall have the meanings assigned to them
in the Indenture referred to below unless otherwise indicated. 
 1.        INTEREST.    Avago Technologies Finance Pte. Ltd., a private limited company organized under the laws of the Republic of Singapore, Avago Technologies U.S. Inc., a
Delaware corporation, and Avago Technologies Wireless (U.S.A.) Manufacturing Inc., a Delaware corporation promise to pay interest on the principal amount of this Floating Rate Note at a rate per annum, reset quarterly, equal to LIBOR plus 5.50% as
determined by the Calculation Agent from December 1, 2005 until maturity and shall pay the Additional Interest, if any, payable pursuant to the Registration Rights Agreement referred to below. The Issuers will pay interest and Additional
Interest, if any, quarterly in arrears on March 1, June 1, September 1 and December 1 of each year (each, an “Interest Payment Date”), commencing on March 1, 2006, of each year, or if any such day is not a
Business Day, on the next succeeding Business Day. The Issuers will make each interest payment to the holders of record of the Floating Rate Notes on the immediately preceding February 15, May 15, August 15 and November 15 (each,
a “Record Date”). Interest on the Floating Rate Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from and including the date of issuance, provided that the first interest
payment date shall be March 1, 2006. The Issuers will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the interest rate on the
Floating Rate Notes; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace periods) from time
to time on demand at the interest rate on the Floating Rate Notes. Interest will be computed on the basis of a 360-day year based on the actual number of days elapsed. 
 “Determination Date,” with respect to an Interest Period, will be the second London Banking Day preceding the first day of the Interest Period. 
 “Interest Period” means the period commencing on and including an interest payment date and ending on and including the day immediately
preceding the next succeeding interest payment date, with the exception that the first Interest Period shall commence on and include the Issue Date and end on and include February 28, 2006. 
 “LIBOR,” with respect to an Interest Period, will be the rate (expressed as a percentage per annum) for deposits in United States
dollars for a three-month period beginning on the second London Banking Day after the Determination Date that appears on Telerate Page 3750 as of 11:00 a.m., London time, on the Determination Date. If Telerate Page 3750 does not include such a
rate or is unavailable on a Determination Date, the Calculation Agent will request the principal London office of each of four major banks in the London interbank market, as selected by the Calculation Agent, to provide such bank’s offered
quotation (expressed as a percentage per 

  

 A-2-5 








 
annum), as of approximately 11:00 a.m., London time, on such Determination Date, to prime banks in the London interbank market for deposits in a
Representative Amount in U.S. dollars for a three-month period beginning on the second London Banking Day after the Determination Date. If at least two such offered quotations are so provided, LIBOR for the Interest Period will be the arithmetic
mean of such quotations. If fewer than two such quotations are so provided, the Calculation Agent will request each of three major banks in New York City, as selected by the Calculation Agent, to provide such bank’s rate (expressed as a
percentage per annum), as of approximately 11:00 a.m., New York City time, on such Determination Date, for loans in a Representative Amount in U.S. dollars to leading European banks for a three-month period beginning on the second London
Banking Day after the Determination Date. If at least two such rates are so provided, LIBOR for the Interest Period will be the arithmetic mean of such rates. If fewer than two such rates are so provided, then LIBOR for the Interest Period will be
LIBOR in effect with respect to the immediately preceding Interest Period. 
 “London Banking Day” is any day in which
dealings in U.S. dollars are transacted or, with respect to any future date, are expected to be transacted in the London interbank market. 
 “Representative Amount” means a principal amount of not less than $1.0 million for a single transaction in the relevant market at the relevant time. 
 “Telerate Page 3750” means the display designated as “Page 3750” on the Moneyline Telerate service (or such other page as may
replace Page 3750 on that service). 
 The amount of interest for each day that the Floating Rate Notes are outstanding (the “Daily
Interest Amount”) will be calculated by dividing the interest rate in effect for such day by 360 and multiplying the result by the principal amount of the Floating Rate Notes. The amount of interest to be paid on the Floating Rate Notes for
each Interest Period will be calculated by adding the Daily Interest Amounts for each day in the Interest Period. 
 All percentages
resulting from any of the above calculations will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with five one-millionths of a percentage point being rounded upwards (e.g., 9.876545% (or. 09876545) being
rounded to 9.87655% (or .0987655)) and all dollar amounts used in or resulting from such calculations will be rounded to the nearest cent (with one-half cent being rounded upwards). 
 The interest rate on the Floating Rate Notes will in no event be higher than the maximum rate permitted by applicable law. 
 The Calculation Agent will, upon the request of the holder of any Floating Rate Note, provide the interest rate then in effect with respect to the
Floating Rate Notes. All calculations made by the Calculation Agent in the absence of manifest error will be conclusive for all purposes and binding on the Issuers, the Guarantors and the holders of the Floating Rate Notes. 
 2.        METHOD OF PAYMENT.    The Issuers will pay interest on the Floating Rate Notes and
Additional Interest, if any, to the Persons who are registered Holders of Floating 

  

 A-2-6 








 
Rate Notes at the close of business on February 15, May 15, August 15 and November 15 (whether or not a Business Day), as the case may
be, next preceding the Interest Payment Date, even if such Floating Rate Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted
interest. Payment of interest and Additional Interest, if any, may be made by check mailed to the Holders at their addresses set forth in the register of Holders, provided that payment by wire transfer of immediately available funds will be required
with respect to principal of and interest, premium and Additional Interest, if any, on, all Global Notes and all other Floating Rate Notes the Holders of which shall have provided wire transfer instructions to the Issuers or the Paying Agent. Such
payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. 
 3.        PAYING AGENT, REGISTRAR AND CALCULATION AGENT.    Initially, The Bank of New York, the Trustee under the Indenture, will act as Paying Agent,
Registrar and Calculation Agent. The Issuers may change any Paying Agent, Registrar or Calculation Agent without notice to the Holders. The Issuers or any of its Subsidiaries may act as Paying Agent or Registrar. 
 4.        INDENTURE.    The Issuers issued the Floating Rate Notes under an Indenture, dated
as of December 1, 2005 (the “Indenture”), among Avago Technologies Finance Pte. Ltd., Avago Technologies U.S. Inc., a Delaware corporation, Avago Technologies Wireless (U.S.A.) Manufacturing Inc., the Guarantors named therein
and the Trustee. This Floating Rate Note is one of a duly authorized issue of notes of the Issuers designated as its Senior Floating Rate Notes due 2013. The Issuers shall be entitled to issue Additional Floating Rate Notes pursuant to
Section 2.01 and 4.09 of the Indenture. The Floating Rate Notes (including any Exchange Notes issued in exchange therefor) and the Fixed Rate Notes issued under the Indenture (including any Exchange Notes issued in exchange therefor)
(collectively referred to herein as the “Notes”) are separate series of Notes, but shall be treated as a single class of securities under the Indenture, unless otherwise specified in the Indenture. The terms of the Floating Rate
Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). The Floating Rate 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 Floating Rate Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be
controlling. 
 5.        OPTIONAL REDEMPTION. 
 (a)      Except as set forth under clauses 5(b) and 5(c) hereof, the Floating Rate Notes will not be redeemable at the
Issuers’s option prior to December 1, 2007. 
 (b)      At any time prior to December 1, 2007
the Issuers may redeem all or a part of the Floating Rate Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address or otherwise delivered in accordance with the
procedures of DTC, at a redemption price equal to 100% of the principal amount of Floating 

  

 A-2-7 








 
Rate Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to the Redemption Date, subject to
the rights of Holders of record of Floating Rate Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. 
 (c)      Until December 1, 2007, the Issuers may, at their option, on one or more occasions redeem up to 35% of the aggregate principal amount of Floating Rate Notes issued by the Issuers at a redemption
price equal to 100% of the aggregate principal amount thereof, plus a premium equal to the rate per annum on the Floating Rate Notes applicable on the date on which notice of redemption is given, plus accrued and unpaid interest thereon and
Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of record of Floating Rate Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds of
one or more Equity Offerings and redeem up to 35% of the aggregate principal amount of the Floating Rate Notes at a redemption price equal to 100% of the aggregate principal amount thereof, plus a premium equal to the rate per annum on the Floating
Rate Notes applicable on the date on which notice of redemption is given, plus any unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of the Holders of record of Floating Rate Notes on
the relevant record date to receive interest due on the relevant interest payment date, with the net proceeds of one or more Designated Asset Sales; provided, however, that at least 50% of the sum of the aggregate principal amount of
Floating Rate Notes originally issued under the Indenture and any Additional Notes that are Floating Rate Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption;
provided further, however, that each such redemption occurs within 90 days of the date of closing of each such Equity Offering or Designated Asset Sale, as the case may be. Notice of any redemption upon any Equity Offering or
Designated Asset Sale may be given prior to the completion thereof, and any such redemption or notice may, at their discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering
or Designated Asset Sale. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuers’s discretion, be subject to one or more conditions precedent,
including, but not limited to, completion of the related Equity Offering. 
 (d)      On and after
December 1, 2007, the Issuers may redeem the Floating Rate Notes, in whole or in part, upon notice as set forth in Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amount of the Floating Rate
Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of record of Floating Rate Notes on the relevant Record Date to
receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on December 1 of each of the years indicated below: 
  

			
	 Year
	  	Percentage
	 2007
	  	102.000%
	 2008
	  	101.000%
	 2009 and thereafter
	  	100.00%

  

 A-2-8 








 (e)      Any redemption pursuant to this paragraph 5 shall be made pursuant
to the provisions of Sections 3.01 through 3.06 of the Indenture. 
 6.        MANDATORY
REDEMPTION.    The Issuers shall not be required to make mandatory redemption or sinking fund payments with respect to the Floating Rate Notes. 
 7.        NOTICE OF REDEMPTION.    Subject to Section 3.03 of the Indenture, notice of redemption will be mailed by first-class mail at least 30 days
but not more than 60 days before the redemption date (except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with Article 8 or Article 11 of the Indenture) to each Holder whose
Floating Rate Notes are to be redeemed at its registered address. Floating Rate Notes in denominations larger than $2,000 may be redeemed in part but only in whole multiples of $1,000 in excess of $2,000, unless all of the Notes held by a Holder are
to be redeemed. On and after the redemption date interest ceases to accrue on Floating Rate Notes or portions thereof called for redemption. 
 8.        OFFERS TO REPURCHASE. 
 (a)      Upon the
occurrence of a Change of Control, the Issuers shall make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 and integral multiples of $1,000 in excess of $2,000) of each
Holder’s Floating Rate Notes at a purchase price equal to 101 % of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchase (the “Change of Control
Payment”). The Change of Control Offer shall be made in accordance with Section 4.14 of the Indenture. 
 (b)      If the Issuers or any of its Restricted Subsidiaries consummates an Asset Sale, within 10 Business Days of each date that Excess Proceeds exceed $25.0 million, the Issuers shall commence, an offer to
all Holders of the Notes and, if required by the terms of any Indebtedness that is pari passu with the Notes (“Pari Passu Indebtedness”), to the holders of such Pari Passu Indebtedness (an “Asset Sale
Offer”), to purchase the maximum principal amount of Floating Rate Notes (including any Additional Floating Rate 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 thereon, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. To the
extent that the aggregate amount of Floating Rate Notes (including any Additional Floating Rate Notes) and such Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuers may use any remaining
Excess Proceeds for general corporate purposes, subject to other covenants contained in the Indenture. If the aggregate principal amount of Floating Rate Notes or the Pari Passu Indebtedness surrendered by such holders thereof exceeds the amount of
Excess Proceeds, the Trustee shall select the Floating Rate Notes and such Pari Passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or 

  

 A-2-9 








 
such Pari Passu Indebtedness tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. Holders of
Floating Rate Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Issuers prior to any related purchase date and may elect to have such Floating Rate Notes purchased by completing the form entitled
“Option of Holder to Elect Purchase” attached to the Floating Rate Notes. 
 9.        DENOMINATIONS, TRANSFER, EXCHANGE.    The Floating Rate Notes are in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000
in excess thereof. The transfer of Floating Rate Notes may be registered and Floating Rate 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 Issuers may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Issuers need not exchange or register the transfer of any Floating Rate Note or portion of a
Floating Rate Note selected for redemption, except for the unredeemed portion of any Floating Rate Note being redeemed in part. Also, the Issuers need not exchange or register the transfer of any Floating Rate Notes for a period of 15 days before a
selection of Floating Rate Notes to be redeemed. 
 10.        PERSONS DEEMED
OWNERS.    The registered Holder of a Floating Rate Note may be treated as its owner for all purposes. 
 11.        AMENDMENT, SUPPLEMENT AND WAIVER.    The Indenture, the Guarantees or the Notes may be amended or supplemented as provided in the Indenture. 
 12.        DEFAULTS AND REMEDIES.    The Events of Default relating to the Floating Rate
Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 30% in principal amount of the then outstanding Notes may declare the principal, premium, if any,
interest and any other monetary obligations on all the then outstanding 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, the Floating Rate Notes or the Guarantees 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 Floating Rate Notes notice of any continuing Default (except a
Default relating to the payment of principal, premium, if any, Additional Interest, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then
outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, Additional
Interest, if any, or interest on, any of the Notes held by a non-consenting Holder. The Issuers and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) is required to deliver to the Trustee annually a
statement regarding compliance with the Indenture, and the Issuers is required within five (5) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuers proposes
to take with respect thereto. 
  

 A-2-10 








 13.        AUTHENTICATION.    This Floating
Rate Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of the Trustee. 
 14.        ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED DEFINITIVE NOTES.    In addition to the rights provided to Holders of
Floating Rate Notes under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes shall have all the rights set forth in the Registration Rights Agreement, dated as of December 1, 2005, among Avago Technologies Finance
Pte. Ltd., Avago Technologies U.S. Inc., Avago Technologies Wireless (U.S.A.) Manufacturing Inc., the Guarantors named therein and the other parties named on the signature pages thereof (the “Registration Rights Agreement”),
including the right to receive Additional Interest (as defined in the Registration Rights Agreement). 
 15.        GOVERNING LAW.    THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THE FLOATING RATE NOTES AND THE GUARANTEES. 
 16.        CUSIP NUMBERS; ISIN NUMBERS.    Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Issuers have caused CUSIP numbers to be printed on the Floating Rate Notes and the Trustee may use CUSIP numbers and ISIN numbers in notices of redemption as a convenience to Holders. No
representation is made as to the accuracy of such numbers either as printed on the Floating Rate Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. 
 The Issuers will furnish to any Holder upon written request and without charge a copy of the Indenture and/or the Registration Rights Agreement. Requests
may be made to the Issuers at the following address: 
 Avago Technologies Finance Pte. Ltd. 
 1 Yishun Avenue 7, Singapore 
 Attention:
Bian-ee Tan 
  

 A-2-11 








 ASSIGNMENT FORM 
 To assign this Floating Rate Note, fill in the form below: 
  

			
	(I) or (we) assign and transfer this Floating Rate 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 Floating Rate Note on the books of the Issuers. The agent may substitute another to act for him.

  

					
	Date:	 	                                         
 
	 	

  

			
	Your Signature:	 	  

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



  

					
	Signature Guarantee*:	 	                                         
                                         

	  	

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

 A-2-12 








 OPTION OF HOLDER TO ELECT PURCHASE 
 If you want to elect to have this Floating Rate Note purchased by the Issuers pursuant to Section 4.10 or 4.14 of the Indenture, check the
appropriate box below: 
 [ ] Section 4.10            [ ] Section 4.14

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

					
	Date:	 	                                         
 
	 	

  

			
	Your Signature:	 	  

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




			
		
	Tax Identification No.:	 	  



  

					
	Signature Guarantee*:	 	                                         
                                         

	  	

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

 A-2-13 








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

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

		 		 		 		 	
		 		 		 		 	
		 		 		 		 	
		 		 		 		 	
		 		 		 		 	

  

 A-2-14 








 EXHIBIT B 
 FORM OF CERTIFICATE OF TRANSFER 
 Avago Technologies Finance Pte. Ltd./Avago Technologies U.S. Inc./Avago Technologies

 Wireless (U.S.A.) Manufacturing Inc. 
 c/o Avago Technologies
Finance Pte. Ltd. 
 No. 1 Yishun Avenue 
 Singapore

 Fax No.: +65-6215-8786 
 Attention: General Counsel 

DWAC Central Processing 
 The Bank of New York 
 111 Sanders Creek Parkway 
 East Syracuse, New York 13057 
 Fax No.: (315) 414-3140 
 Re: [10  1/8% Senior Notes due 2013] [Senior Floating Rate Notes due 2013] 
 Reference is hereby made to the Indenture, dated as of December 1, 2005 (the “Indenture”), among Avago Technologies Finance Pte.
Ltd., Avago Technologies U.S. Inc., Avago Technologies Wireless (U.S.A.) Manufacturing Inc., the Guarantors named therein and the Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

                              (the “Transferor”) owns and proposes to
transfer the 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 DEFINITIVE NOTE PURSUANT TO RULE 144A. The Transfer is being effected
pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive
Note is being transferred to a Person that the Transferor reasonably believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment
discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance with any applicable blue sky
securities laws of any state of the United States. 
  

 B-1 








 2.        [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A
BENEFICIAL INTEREST IN THE REGULATION S GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO REGULATION S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor
hereby further certifies that (i) the Transfer is not being made to a person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on
its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any
Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under
the Securities Act (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration of the Restricted Period, the
transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Indenture and the Securities Act. 
 3.        [ ] CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE 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 Issuers or a
subsidiary thereof; 
 or 
 (c)      [ ] such Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act.

 4.        [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN AN UNRESTRICTED
GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE. 
  

 B-2 








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

 B-3 








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

					
	[Insert Name of Transferor]
		
	 By:
	 	  

		 	 Name:
	 	
		 	 Title:
	 	


  

					
	Dated:	 	                                         
 
	 	

  

 B-4 








 ANNEX A TO CERTIFICATE OF TRANSFER 
 1.   The Transferor owns and proposes to transfer the following: 
 [CHECK ONE OF (a) OR (b)] 
  

	 	(a)	[ ] a beneficial interest in the: 

  

	 	 (i)
	 [ ] 144A Global Note ([CUSIP 05336X AA 9/ISIN US05336X AA 90]3 or [CUSIP 05336X AB 7/ISIN US05336X AB 73]4), or



  

	 	 (ii)
	 [ ] Regulation S Global Note ([CUSIP U05212 AA 0/ISIN US05212AA04]5 or [CUSIP U05212 AB 8/ISIN US05212AB86])6 


  

	 	(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 05336X AA 9/ISIN US05336X AA 90]7 or [CUSIP 05336X AB 7/ISIN US05336X AB 73]8), or



  

	 	 (ii)
	 [ ] Regulation S Global Note ([CUSIP U05212 AA 0/ISIN US05212AA04]9 or [CUSIP U05212 AB 8/ISIN US05212AB86])10 or 


  
  
 3 Fixed Rate
Notes. 
 4 Floating Rate Notes. 
 5 Fixed Rate Notes. 
 6 Floating Rate Notes. 
 7 Fixed Rate Notes. 
 8 Floating
Rate Notes. 
 9 Fixed Rate Notes. 
 10 Floating Rate Notes. 
  

 B-5 









	 	 (iii)
	 [ ] Unrestricted Global Note ([CUSIP 05336X AD 3/ISIN US05336X AD 30]11 or [CUSIP 05336X AE 1/ISIN US05336X AE 13]12 



 

	 	(b)	[ ] a Restricted Definitive Note; or 

  

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

  

 
 11 Fixed Rate Notes. 
 12 Floating Rate Notes. 
  

 B-6 








 EXHIBIT C 
 FORM OF CERTIFICATE OF EXCHANGE 
 Avago Technologies Finance Pte. Ltd./Avago Technologies U.S. Inc./Avago Technologies

 Wireless (U.S.A.) Manufacturing Inc. 
 c/o Avago Technologies
Finance Pte. Ltd. 
 No. 1 Yishun Avenue 
 Singapore

 Fax No.: +65-6215-8786 
 Attention: General Counsel 

The Bank of New York 
 101 Barclay Street, Floor 21W 
 New York, New York 10286 
 Fax No.: (212) 815-5802/3 
 Attention: Corporate Trust Administration 
 Re: [10  1/8% Senior Notes due 2013] [Senior Floating Rate Notes due 2013] 
 Reference is
hereby made to the Indenture, dated as of December 1, 2005 (the “Indenture”), among Avago Technologies Finance Pte. Ltd., Avago Technologies U.S. Inc., Avago Technologies Wireless (U.S.A.) Manufacturing Inc., the Guarantors
named therein and the Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. 
                              (the “Owner”) owns and proposes to exchange the
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 United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to
maintain 

  

 C-1 








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

  

 C-2 








 
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, 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 Issuers and are dated. 
  

					
	[Insert Name of Transferor]
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	


  

					
	Dated:	 	                                         
 
	 	

  

 C-3 








 EXHIBIT D 
 [FORM OF SUPPLEMENTAL INDENTURE 
 TO BE DELIVERED BY SUBSEQUENT GUARANTORS] 
 Supplemental Indenture (this “Supplemental Indenture”), dated as of
                    , among
                                        
(the “Guaranteeing Subsidiary”), a subsidiary of [Avago Technologies Finance Pte. Ltd., a private limited company organized under the laws of the Republic of Singapore, and The Bank of New York, as trustee (the
“Trustee”). 
 W I T N E S S E T H 
 WHEREAS, each of the Issuers and the Guarantors (as defined in the Indenture referred to below)
has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of December 1, 2005, providing for the issuance of an unlimited aggregate principal amount of 10  1/8% Senior Notes due 2013 and Senior Floating Rate Notes due 2013 (together, 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 Issuers’ Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the
“Guarantee”); and 
 WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this
Supplemental Indenture. 
 NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of
which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders 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 as follows: 
 (a)      Along with all other Guarantors named in the Indenture, to jointly and severally unconditionally
guarantee 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 the Indenture, the Notes or the obligations of the Issuers hereunder
or thereunder, that: 
            (i)        the principal of and interest, premium and Additional Interest, if any, 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 Issuers to the Holders or the Trustee hereunder or thereunder
will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and 
  

 D-1 








            (ii)        in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be
promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for
whatever reason, the Guarantors and the Guaranteeing Subsidiary shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a guarantee of collection. 
 (b)      The obligations hereunder shall be unconditional (to the extent legally permitted under such
Guarantor’s jurisdiction of organization), irrespective of the validity, regularity or enforceability of the Notes or the 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 Issuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. 
 (c)      The following is hereby waived: diligence, presentment, demand of payment, filing of claims with a
court in the event of insolvency or bankruptcy of the Issuers, any right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever. 
 (d)      This Guarantee shall not be discharged except by complete performance of the obligations contained
in the Notes, the Indenture and this Supplemental Indenture, and the Guaranteeing Subsidiary accepts all obligations of a Guarantor under the Indenture. 
 (e)      If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, the Guarantors (including the Guaranteeing Subsidiary), or any custodian, trustee,
liquidator or other similar official acting in relation to either the Issuers or the Guarantors, any amount paid either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and
effect. 
 (f)      The Guaranteeing Subsidiary shall not be entitled to any right of
subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. 
 (g)      As between the Guaranteeing Subsidiary, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be
accelerated as provided in Article 6 of the Indenture for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the
event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guaranteeing Subsidiary for the purpose of this
Guarantee. 
  

 D-2 








 (h)      The Guaranteeing Subsidiary shall have the right
to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Guarantee. 
 (i)       Pursuant to Section 10.02 of the Indenture, after giving effect to all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy Law or
fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under Article 10 of the
Indenture, this new Guarantee shall be limited to the maximum amount permissible such that the obligations of such Guaranteeing Subsidiary under this Guarantee will not constitute a fraudulent transfer or conveyance or otherwise violate applicable
law as set out in Article 10 of the Indenture. [Insert applicable limitations on the Guarantee pursuant to the local law of the Guaranteeing Subsidiary.] 
 (j)       This Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers for liquidation, reorganization,
should the Issuers become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’ assets, and shall, to the fullest extent permitted by law,
continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes
and Guarantee, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced,
restored or returned, the Note shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. 
 (k)      In case any provision of this Guarantee shall be invalid, illegal or unenforceable, the validity,
legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 
 (l)       This Guarantee shall be a general unsecured senior obligation of such Guaranteeing Subsidiary, ranking pari passu with any other future Senior Indebtedness of the Guaranteeing Subsidiary,
if any. 
 (m)     Each payment to be made by the Guaranteeing Subsidiary in respect of this
Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature. 
  

 D-3 








 (3)      Execution and Delivery. The Guaranteeing Subsidiary agrees
that the Guarantee shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. 
 (4)      Merger, Consolidation or Sale of All or Substantially All Assets. 
 (a)      Except as otherwise provided in Section 5.01(c) of the Indenture, the Guaranteeing Subsidiary may not consolidate or merge with or into or wind up into (whether or not the Issuers or Guaranteeing
Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless: 
 (i)       (A) the Guaranteeing Subsidiary is the surviving corporation or the Person formed by or
surviving any such consolidation or merger (if other than the Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation organized or existing under the laws of
the jurisdiction of organization of the Guaranteeing Subsidiary, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Guaranteeing Subsidiary or such Person, as the case may
be, being herein called the “Successor Person”); 
 (B)      the Successor
Person, if other than the Guaranteeing Subsidiary, expressly assumes all the obligations of the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s related Guarantee pursuant to supplemental indentures or other
documents or instruments in form reasonably satisfactory to the Trustee; 
 (C)      immediately after such transaction, no Default exists; and 
 (D)      the Issuers shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if
any, comply with the Indenture; or 
 (ii)      the transaction is made in compliance with
Section 4.10 of the Indenture; 
 (b)      Subject to certain limitations set forth in the Indenture, the
Successor Person will succeed to, and be substituted for, the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s Guarantee. Notwithstanding the foregoing, the Guaranteeing Subsidiary may merge into or transfer all or
part of its properties and assets to another Guarantor or the Issuers. 
 (5)      Releases. 

The Guarantee of the Guaranteeing Subsidiary shall be automatically and unconditionally released and discharged, and no further action by the
Guaranteeing Subsidiary, the Issuers or the Trustee is required for the release of the Guaranteeing Subsidiary’s Guarantee, upon: 
  

 D-4 








 (1)      (A) any sale, exchange or transfer (by merger or
otherwise) of the Capital Stock of the Guaranteeing Subsidiary (including any sale, exchange or transfer), after which the Guaranteeing Subsidiary is no longer a Restricted Subsidiary or all or substantially all the assets of the Guaranteeing
Subsidiary which sale, exchange or transfer is made in compliance with the applicable provisions of the Indenture; 
 (B)      the release or discharge of the guarantee by the Guaranteeing Subsidiary of the Senior Credit Facilities or the guarantee which resulted in the creation of the Guarantee, except a discharge or release
by or as a result of payment under such guarantee; 
 (C)      the proper designation of the
Guaranteeing Subsidiary as an Unrestricted Subsidiary; or 
 (D)      the Issuers exercising
its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 of the Indenture or the Issuers’s obligations under the Indenture being discharged in accordance with the terms of the Indenture; and 
 (2)      the Guaranteeing Subsidiary delivering to the Trustee an Officer’s Certificate and an Opinion
of Counsel, each stating that all conditions precedent provided for in the Indenture relating to such transaction have been complied with. 
 (6)      No Recourse Against Others. No director, officer, employee, incorporator or stockholder of the Guaranteeing Subsidiary shall have any liability for any obligations of the Issuers or the
Guarantors (including the Guaranteeing Subsidiary) under the Notes, any Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting
Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. 
 (7)      Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 
 (8)      Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy
shall be an original, but all of them together represent the same agreement. 
 (9)      Effect of
Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. 
 (10)    The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained
herein, all of which recitals are made solely by the Guaranteeing Subsidiary. 
  

 D-5 








 (11)      Subrogation. The Guaranteeing Subsidiary shall be
subrogated to all rights of Holders of Notes against the Issuers in respect of any amounts paid by the Guaranteeing Subsidiary pursuant to the provisions of Section 2 hereof and Section 10.01 of the Indenture; provided that, if an
Event of Default has occurred and is continuing, the Guaranteeing Subsidiary shall not be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Issuers
under the Indenture or the Notes shall have been paid in full. 
 (12)      Benefits Acknowledged. The
Guaranteeing Subsidiary’s Guarantee is subject to the terms and conditions set forth in the Indenture. The Guaranteeing Subsidiary acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by
the Indenture and this Supplemental Indenture and that the guarantee and waivers made by it pursuant to this Guarantee are knowingly made in contemplation of such benefits. 
 (13)      Successors. All agreements of the Guaranteeing Subsidiary in this Supplemental Indenture shall bind its
Successors, except as otherwise provided in Section 2(k) hereof or elsewhere in this Supplemental Indenture. All agreements of the Trustee in this Supplemental Indenture shall bind its successors. 
  

 D-6 








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

					
	[GUARANTEEING SUBSIDIARY]
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	
	
	THE BANK OF NEW YORK, as Trustee
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	


  

 D-7 








 TABLE OF CONTENTS 
  


					
	 	 	 	  	Page
			
	 ARTICLE 1
	 	 DEFINITIONS AND INCORPORATION BY REFERENCE
	  	1
			
	 Section 1.01.
	 	 Definitions
	  	1
	 Section 1.02.
	 	 Other Definitions
	  	36
	 Section 1.03.
	 	 Incorporation by Reference of Trust Indenture Act
	  	37
	 Section 1.04.
	 	 Rules of Construction
	  	37
	 Section 1.05.
	 	 Acts of Holders
	  	38
			
	 ARTICLE 2
	 	 THE NOTES
	  	40
			
	 Section 2.01.
	 	 Form and Dating; Terms
	  	40
	 Section 2.02.
	 	 Execution and Authentication
	  	41
	 Section 2.03.
	 	 Registrar, Paying Agent and Calculation Agent
	  	42
	 Section 2.04.
	 	 Paying Agent to Hold Money in Trust
	  	42
	 Section 2.05.
	 	 Holder Lists
	  	43
	 Section 2.06.
	 	 Transfer and Exchange
	  	43
	 Section 2.07.
	 	 Replacement Notes
	  	57
	 Section 2.08.
	 	 Outstanding Notes
	  	57
	 Section 2.09.
	 	 Treasury Notes
	  	58
	 Section 2.10.
	 	 Temporary Notes
	  	58
	 Section 2.11.
	 	 Cancellation
	  	58
	 Section 2.12.
	 	 Defaulted Interest
	  	58
	 Section 2.13.
	 	 CUSIP Numbers; ISIN Numbers
	  	59
			
	 ARTICLE 3
	 	 REDEMPTION
	  	59
			
	 Section 3.01.
	 	 Notices to Trustee
	  	59
	 Section 3.02.
	 	 Selection of Notes to Be Redeemed or Purchased
	  	60
	 Section 3.03.
	 	 Notice of Redemption
	  	60
	 Section 3.04.
	 	 Effect of Notice of Redemption
	  	61
	 Section 3.05.
	 	 Deposit of Redemption or Purchase Price
	  	61
	 Section 3.06.
	 	 Notes Redeemed or Purchased in Part
	  	62
	 Section 3.07.
	 	 Optional Redemption
	  	62
	 Section 3.08.
	 	 Redemption Upon Changes in Withholding Taxes
	  	64
	 Section 3.09.
	 	 Mandatory Redemption
	  	65
	 Section 3.10.
	 	 Offers to Repurchase by Application of Excess Proceeds
	  	65
			
	 ARTICLE 4
	 	 COVENANTS
	  	67
			
	 Section 4.01.
	 	 Payment of Notes
	  	67
	 Section 4.02.
	 	 Maintenance of Office or Agency
	  	68
	 Section 4.03.
	 	 Reports and Other Information
	  	68
	 Section 4.04.
	 	 Compliance Certificate
	  	70
	 Section 4.05.
	 	 Taxes
	  	70
	 Section 4.06.
	 	 Stay, Extension and Usury Laws
	  	71
	 Section 4.07.
	 	 Limitation on Restricted Payments
	  	71

  

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 TABLE OF CONTENTS 
 (continued) 
  


					
	 	 	 	  	Page
			
	 Section 4.08.
	 	 Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries
	  	78
	 Section 4.09.
	 	 Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock
	  	80
	 Section 4.10.
	 	 Asset Sales
	  	86
	 Section 4.11.
	 	 Transactions with Affiliates
	  	89
	 Section 4.12.
	 	 Liens
	  	91
	 Section 4.13.
	 	 Corporate Existence
	  	91
	 Section 4.14.
	 	 Offer to Repurchase Upon Change of Control
	  	91
	 Section 4.15.
	 	 Limitation on Guarantees of Indebtedness by Restricted Subsidiaries
	  	93
	 Section 4.16.
	 	 Suspension of Covenants
	  	94
	 Section 4.17.
	 	 Additional Amounts
	  	95
			
	 ARTICLE 5
	 	 SUCCESSORS
	  	97
			
	 Section 5.01.
	 	 Merger, Consolidation or Sale of All or Substantially All Assets
	  	97
	 Section 5.02.
	 	 Successor Corporation Substituted
	  	99
			
	 ARTICLE 6
	 	 DEFAULTS AND REMEDIES
	  	100
			
	 Section 6.01.
	 	 Events of Default
	  	100
	 Section 6.02.
	 	 Acceleration
	  	102
	 Section 6.03.
	 	 Other Remedies
	  	103
	 Section 6.04.
	 	 Waiver of Past Defaults
	  	103
	 Section 6.05.
	 	 Control by Majority
	  	103
	 Section 6.06.
	 	 Limitation on Suits
	  	103
	 Section 6.07.
	 	 Rights of Holders of Notes to Receive Payment
	  	104
	 Section 6.08.
	 	 Collection Suit by Trustee
	  	104
	 Section 6.09.
	 	 Restoration of Rights and Remedies
	  	104
	 Section 6.10.
	 	 Rights and Remedies Cumulative
	  	105
	 Section 6.11.
	 	 Delay or Omission Not Waiver
	  	105
	 Section 6.12.
	 	 Trustee May File Proofs of Claim
	  	105
	 Section 6.13.
	 	 Priorities
	  	106
	 Section 6.14.
	 	 Undertaking for Costs
	  	106
			
	 ARTICLE 7
	 	 TRUSTEE
	  	106
			
	 Section 7.01.
	 	 Duties of Trustee
	  	106
	 Section 7.02.
	 	 Rights of Trustee
	  	107
	 Section 7.03.
	 	 Individual Rights of Trustee
	  	109
	 Section 7.04.
	 	 Trustee’s Disclaimer
	  	109
	 Section 7.05.
	 	 Notice of Defaults
	  	109
	 Section 7.06.
	 	 Reports by Trustee to Holders of the Notes
	  	109
	 Section 7.07.
	 	 Compensation and Indemnity
	  	110
	 Section 7.08.
	 	 Replacement of Trustee
	  	111

  

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 TABLE OF CONTENTS 
 (continued) 
  


					
	 	 	 	  	Page
			
	 Section 7.09.
	 	 Successor Trustee by Merger, etc
	  	112
	 Section 7.10.
	 	 Eligibility; Disqualification
	  	112
	 Section 7.11.
	 	 Preferential Collection of Claims Against Issuers
	  	112
			
	 ARTICLE 8
	 	 LEGAL DEFEASANCE AND COVENANT DEFEASANCE
	  	112
			
	 Section 8.01.
	 	 Option to Effect Legal Defeasance or Covenant Defeasance
	  	112
	 Section 8.02.
	 	 Legal Defeasance and Discharge
	  	112
	 Section 8.03.
	 	 Covenant Defeasance
	  	113
	 Section 8.04.
	 	 Conditions to Legal or Covenant Defeasance
	  	114
	 Section 8.05.
	 	 Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions
	  	116
	 Section 8.06.
	 	 Repayment to Issuers
	  	116
	 Section 8.07.
	 	 Reinstatement
	  	117
			
	 ARTICLE 9
	 	 AMENDMENT, SUPPLEMENT AND WAIVER
	  	117
			
	 Section 9.01.
	 	 Without Consent of Holders of Notes
	  	117
	 Section 9.02.
	 	 With Consent of Holders of Notes
	  	118
	 Section 9.03.
	 	 Compliance with Trust Indenture Act
	  	120
	 Section 9.04.
	 	 Revocation and Effect of Consents
	  	120
	 Section 9.05.
	 	 Notation on or Exchange of Notes
	  	121
	 Section 9.06.
	 	 Trustee to Sign Amendments, etc
	  	121
	 Section 9.07.
	 	 Payment for Consent
	  	121
			
	 ARTICLE 10
	 	 GUARANTEES
	  	121
			
	 Section 10.01.
	 	 Guarantee
	  	122
	 Section 10.02.
	 	 Limitation on Guarantor Liability
	  	123
	 Section 10.03.
	 	 Execution and Delivery
	  	126
	 Section 10.04.
	 	 Subrogation
	  	127
	 Section 10.05.
	 	 Benefits Acknowledged
	  	127
	 Section 10.06.
	 	 Release of Guarantees
	  	127
			
	 ARTICLE 11
	 	 SATISFACTION AND DISCHARGE
	  	128
			
	 Section 11.01.
	 	 Satisfaction and Discharge
	  	128
	 Section 11.02.
	 	 Application of Trust Money
	  	129
			
	 ARTICLE 12
	 	 MISCELLANEOUS
	  	130
			
	 Section 12.01.
	 	 Trust Indenture Act Controls
	  	130
	 Section 12.02.
	 	 Notices
	  	130
	 Section 12.03.
	 	 Communication by Holders of Notes with Other Holders of Notes
	  	131
	 Section 12.04.
	 	 Certificate and Opinion as to Conditions Precedent
	  	131
	 Section 12.05.
	 	 Statements Required in Certificate or Opinion
	  	131
	 Section 12.06.
	 	 Rules by Trustee and Agents
	  	132

  

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 TABLE OF CONTENTS 
 (continued) 
  


					
	 	 	 	  	Page
			
	 Section 12.07.
	 	 No Personal Liability of Directors, Officers, Employees and Stockholders
	  	132
	 Section 12.08.
	 	 Governing Law
	  	132
	 Section 12.09.
	 	 Consent to Jurisdiction, Service of Process and Immunity
	  	132
	 Section 12.10.
	 	 Waiver of Jury Trial
	  	133
	 Section 12.11.
	 	 Force Majeure
	  	133
	 Section 12.12.
	 	 No Adverse Interpretation of Other Agreements
	  	133
	 Section 12.13.
	 	 Successors
	  	133
	 Section 12.14.
	 	 Severability
	  	134
	 Section 12.15.
	 	 Counterpart Originals
	  	134
	 Section 12.16.
	 	 Table of Contents, Headings, etc
	  	134
	 Section 12.17.
	 	 Qualification of Indenture
	  	134

 EXHIBITS 

			
	 Exhibit A-1
	  	Form of Fixed Rate Note
	 Exhibit A-2
	  	Form of Floating Rate Note
	 Exhibit B
	  	Form of Certificate of Transfer
	 Exhibit C
	  	Form of Certificate of Exchange
	 Exhibit D
	  	Form of Supplemental Indenture to Be Delivered by Subsequent Guarantors

  

 iv