Indenture dated as of May 20, 2009



 Exhibit 4.1 

 
  
 BRODER BROS., CO. 
 $94,868,389 

12%/15% SENIOR PIK TOGGLE NOTES DUE 2013 
  

 
 INDENTURE

 Dated as of May 20, 2009 
  

 
 U.S. Bank
National Association 
 as Trustee 
  

 







 CROSS-REFERENCE TABLE* 

 

			
	 Trust Indenture

Act Section
	  	Indenture Section
	 310(a)(1)
	  	7.10
	       (a)(2)
	  	7.10
	       (a)(3)
	  	N.A.
	       (a)(4)
	  	N.A.
	       (a)(5)
	  	7.10
	       (b)
	  	7.10
	       (c)
	  	N.A.
	 311(a)
	  	7.11
	       (b)
	  	7.11
	       (c)
	  	N.A.
	 312(a)
	  	2.05
	       (b)
	  	12.03
	       (c)
	  	12.03
	 313(a)
	  	7.06
	       (b)(1)
	  	N.A.
	       (b)(2)
	  	7.06
	       (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)
	  	6.11
	 316(a) (last sentence)
	  	2.09
	       (a)(1)(A)
	  	6.05
	       (a)(1)(B)
	  	6.04
	       (a)(2)
	  	N.A.
	       (b)
	  	6.07
	       (c)
	  	2.12
	 317(a)(1)
	  	6.08
	       (a)(2)
	  	6.09
	       (b)
	  	2.04
	 318(a)
	  	12.01
	       (b)
	  	N.A.
	       (c)
	  	12.01








 N.A. means not applicable. 

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








 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
	
	 ARTICLE 1.
 DEFINITIONS AND INCORPORATION
 BY REFERENCE
	   

  

  

			
	Section 1.01	 	Definitions.	  	 	1	  
	Section 1.02	 	Other Definitions.	  	 	26	  
	Section 1.03	 	Incorporation by Reference of Trust Indenture Act.	  	 	26	  
	Section 1.04	 	Rules of Construction.	  	 	27	  
	
	ARTICLE 2.	  
	THE NOTES	  
			
	Section 2.01	 	Form and Dating.	  	 	27	  
	Section 2.02	 	Execution and Authentication.	  	 	29	  
	Section 2.03	 	Registrar and Paying Agent.	  	 	30	  
	Section 2.04	 	Paying Agent to Hold Money in Trust.	  	 	30	  
	Section 2.05	 	Holder Lists.	  	 	31	  
	Section 2.06	 	Transfer and Exchange.	  	 	31	  
	Section 2.07	 	Replacement Notes.	  	 	43	  
	Section 2.08	 	Outstanding Notes.	  	 	44	  
	Section 2.09	 	Treasury Notes.	  	 	44	  
	Section 2.10	 	Temporary Notes.	  	 	44	  
	Section 2.11	 	Cancellation.	  	 	45	  
	Section 2.12	 	Defaulted Interest.	  	 	45	  
	Section 2.13	 	CUSIP Numbers.	  	 	45	  
	Section 2.14	 	Issuance of Additional Notes.	  	 	46	  
	
	ARTICLE 3.	  
	REDEMPTION AND PREPAYMENT	  
			
	Section 3.01	 	Notices to Trustee.	  	 	46	  
	Section 3.02	 	Selection of Notes to Be Redeemed or Purchased.	  	 	46	  
	Section 3.03	 	Notice of Redemption.	  	 	47	  
	Section 3.04	 	Effect of Notice of Redemption.	  	 	48	  
	Section 3.05	 	Deposit of Redemption or Purchase Price.	  	 	48	  
	Section 3.06	 	Notes Redeemed or Purchased in Part.	  	 	48	  
	Section 3.07	 	Optional Redemption.	  	 	48	  
	Section 3.08	 	Mandatory Redemption.	  	 	49	  
	Section 3.09	 	Offer to Purchase by Application of Excess Proceeds.	  	 	49	  
	
	ARTICLE 4.	  
	COVENANTS	  
			
	Section 4.01	 	Payment of Notes.	  	 	51	  
	Section 4.02	 	Maintenance of Office or Agency.	  	 	51	  
	Section 4.03	 	Financial Statements.	  	 	52	  
	Section 4.04	 	Compliance Certificate.	  	 	53	  


  
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	Section 4.05	 	Taxes.	  	 	53	  
	Section 4.06	 	Stay, Extension and Usury Laws.	  	 	53	  
	Section 4.07	 	Restricted Payments.	  	 	53	  
	Section 4.08	 	Dividend and Other Payment Restrictions Affecting Subsidiaries.	  	 	57	  
	Section 4.09	 	Incurrence of Indebtedness and Issuance of Preferred Stock.	  	 	59	  
	Section 4.10	 	Asset Sales.	  	 	63	  
	Section 4.11	 	Transactions with Affiliates.	  	 	65	  
	Section 4.12	 	Liens.	  	 	66	  
	Section 4.13	 	Business Activities.	  	 	67	  
	Section 4.14	 	Corporate Existence.	  	 	67	  
	Section 4.15	 	Offer to Repurchase Upon Change of Control.	  	 	67	  
	Section 4.16	 	Designation of Restricted and Unrestricted Subsidiaries.	  	 	69	  
	Section 4.17	 	Payments for Consent.	  	 	69	  
	Section 4.18	 	Additional Subsidiary Guarantees.	  	 	69	  
	
	 ARTICLE 5.
 SUCCESSORS
	   

  

			
	Section 5.01	 	Merger, Consolidation, or Sale of Assets.	  	 	69	  
	Section 5.02	 	Successor Corporation Substituted.	  	 	70	  
	
	 ARTICLE 6.
 DEFAULTS AND REMEDIES
	   

  

			
	Section 6.01	 	Events of Default.	  	 	71	  
	Section 6.02	 	Acceleration.	  	 	73	  
	Section 6.03	 	Other Remedies.	  	 	73	  
	Section 6.04	 	Waiver of Past Defaults.	  	 	73	  
	Section 6.05	 	Control by Majority.	  	 	73	  
	Section 6.06	 	Limitation on Suits.	  	 	74	  
	Section 6.07	 	Rights of Holders of Notes to Receive Payment.	  	 	74	  
	Section 6.08	 	Collection Suit by Trustee.	  	 	74	  
	Section 6.09	 	Trustee May File Proofs of Claim.	  	 	75	  
	Section 6.10	 	Priorities.	  	 	75	  
	Section 6.11	 	Undertaking for Costs.	  	 	75	  
	
	 ARTICLE 7.
 TRUSTEE
	   

  

			
	Section 7.01	 	Duties of Trustee.	  	 	76	  
	Section 7.02	 	Rights of Trustee.	  	 	77	  
	Section 7.03	 	Individual Rights of Trustee.	  	 	78	  
	Section 7.04	 	Trustee’s Disclaimer.	  	 	78	  
	Section 7.05	 	Notice of Defaults.	  	 	78	  
	Section 7.06	 	Reports by Trustee to Holders of the Notes.	  	 	78	  
	Section 7.07	 	Compensation and Indemnity.	  	 	79	  
	Section 7.08	 	Replacement of Trustee.	  	 	80	  
	Section 7.09	 	Successor Trustee by Merger, etc.	  	 	81	  
	Section 7.10	 	Eligibility; Disqualification.	  	 	81	  
	Section 7.11	 	Preferential Collection of Claims Against Company.	  	 	81	  


  
 ii 










							
	
	 ARTICLE 8.
 LEGAL DEFEASANCE AND COVENANT DEFEASANCE
	   

  

			
	Section 8.01	 	Option to Effect Legal Defeasance or Covenant Defeasance.	  	 	81	  
	Section 8.02	 	Legal Defeasance and Discharge.	  	 	81	  
	Section 8.03	 	Covenant Defeasance.	  	 	82	  
	Section 8.04	 	Conditions to Legal or Covenant Defeasance.	  	 	82	  
	Section 8.05	 	Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions.	  	 	84	  
	Section 8.06	 	Repayment to Company.	  	 	84	  
	Section 8.07	 	Reinstatement.	  	 	85	  
	
	 ARTICLE 9.
 AMENDMENT, SUPPLEMENT AND WAIVER
	   

  

			
	Section 9.01	 	Without Consent of Holders of Notes.	  	 	85	  
	Section 9.02	 	With Consent of Holders of Notes.	  	 	86	  
	Section 9.03	 	Compliance with Trust Indenture Act.	  	 	87	  
	Section 9.04	 	Revocation and Effect of Consents.	  	 	87	  
	Section 9.05	 	Notation on or Exchange of Notes.	  	 	87	  
	Section 9.06	 	Trustee to Sign Amendments, etc.	  	 	87	  
	
	 ARTICLE 10.
 SUBSIDIARY GUARANTEES
	   

  

			
	Section 10.01	 	Guarantee.	  	 	88	  
	Section 10.02	 	Limitation on Guarantor Liability.	  	 	89	  
	Section 10.03	 	Execution and Delivery of Subsidiary Guarantee.	  	 	89	  
	Section 10.04	 	Guarantors May Consolidate, etc., on Certain Terms.	  	 	90	  
	Section 10.05	 	Releases of Subsidiary Guarantees.	  	 	91	  
	
	 ARTICLE 11.
 SATISFACTION AND DISCHARGE
	   

  

			
	Section 11.01	 	Satisfaction and Discharge.	  	 	91	  
	Section 11.02	 	Application of Trust Money.	  	 	92	  
	
	 ARTICLE 12.
 MISCELLANEOUS
	   

  

			
	Section 12.01	 	Trust Indenture Act Controls.	  	 	93	  
	Section 12.02	 	Notices.	  	 	93	  
	Section 12.03	 	Communication by Holders of Notes with Other Holders of Notes.	  	 	94	  
	Section 12.04	 	Certificate and Opinion as to Conditions Precedent.	  	 	94	  
	Section 12.05	 	Statements Required in Certificate or Opinion.	  	 	94	  
	Section 12.06	 	Rules by Trustee and Agents.	  	 	95	  
	Section 12.07	 	No Personal Liability of Directors, Officers, Employees, Stockholders or Securityholders.	  	 	95	  
	Section 12.08	 	Governing Law.	  	 	95	  
	Section 12.09	 	No Adverse Interpretation of Other Agreements.	  	 	95	  
	Section 12.10	 	Successors.	  	 	95	  
	Section 12.11	 	Severability.	  	 	96	  


  
 iii










							
	 Section 12.12
	 	Counterpart Originals.	  	 	96	  
	 Section 12.13
	 	Table of Contents, Headings, etc.	  	 	96	  
	 Section 12.14
	 	Exclusion of Existing Notes.	  	 	96	  

 EXHIBITS 
  

			
	Exhibit A1	 	FORM OF NOTE
	Exhibit A2	 	FORM OF REGULATION S TEMPORARY GLOBAL NOTE
	Exhibit B	 	FORM OF CERTIFICATE OF TRANSFER
	Exhibit C	 	FORM OF CERTIFICATE OF EXCHANGE
	Exhibit D	 	FORM OF SUBSIDIARY GUARANTEE
	Exhibit E	 	FORM OF SUPPLEMENTAL INDENTURE
	Exhibit F	 	FORM OF INCUMBENCY CERTIFICATE


  
 iv 









 INDENTURE dated as of May 20, 2009 by and among Broder Bros., Co., a Delaware
corporation (the “Company”), the Guarantors from time to time party hereto and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”). 

The Company, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the
Holders of all of the Initial Notes (together with any Additional Notes, each as defined herein, the “Notes”): 
 ARTICLE 1. 
 DEFINITIONS AND INCORPORATION 

BY REFERENCE 

Section 1.01 Definitions. 
 “Accredited Investor” means any Person described in Rule 501(a)(1), (2), (3), (5), (6) or (7). 
 “Acquired Debt” means, with respect to any specified Person: 
 (1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified Person, whether or not such Indebtedness is incurred in
connection with, or in contemplation of, such other Person merging with or into, or becoming a Restricted Subsidiary of, such specified Person; and 
 (2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person. 
 “Additional Notes” means any Notes (other than the Initial Notes), if any, issued under this Indenture in accordance with Sections 2.02, 2.14 and 4.09 hereof. 

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or
under direct or indirect common control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction
of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that beneficial ownership of 10% or more of the Voting Stock of a Person will be deemed to be control. For
purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” have correlative meanings. No person (other than the Company or any Subsidiary of the Company in whom a Receivables
Subsidiary makes an Investment in connection with a Qualified Receivables Transaction) will be deemed to be an Affiliate of the Company or any of its Subsidiaries solely by reason of an Investment in connection with a Qualified Receivables
Transaction. 
 “Agent” means any Registrar, co-registrar, Paying Agent or additional paying agent.

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

  
 1 








 “Asset Acquisition” means: (a) an Investment by the Company or
any Restricted Subsidiary of the Company in any other Person if, as a result of such Investment, such Person shall become a Restricted Subsidiary of the Company, or shall be merged with or into the Company or any Restricted Subsidiary of the
Company, or (b) the acquisition by the Company or any Restricted Subsidiary of the Company of all or substantially all of the assets of any other Person or any division or line of business of any other Person. 

“Asset Sale” means: 
 (1) the sale, lease, conveyance or other disposition of any assets or rights (other than in the ordinary course of business); provided that the sale, conveyance or other disposition of all or
substantially all of the assets of the Company and its Restricted Subsidiaries taken as a whole will be governed by Section 4.15 and/or Section 5.01 and not by Section 4.10 of this Indenture; and 

(2) the issuance of Equity Interests in any of the Company’s Restricted Subsidiaries or the sale of Equity Interests
in any of its Subsidiaries. 
 Notwithstanding the preceding, none of the following items will be deemed to be an
Asset Sale: 
 (1) any single transaction or series of related transactions that involves assets or Equity
Interests having a Fair Market Value of less than $1.0 million; 
 (2) a transfer of assets or Equity Interests
between or among the Company and its Restricted Subsidiaries; 
 (3) an issuance of Equity Interests by a
Restricted Subsidiary of the Company to the Company or to a Restricted Subsidiary of the Company; 
 (4) the sale
or lease of products, services or accounts receivable or the licensing of intellectual property, in each case in the ordinary course of business, and any sale or other disposition of damaged, worn-out or obsolete assets in the ordinary course of
business; 
 (5) the sale or other disposition of cash or Cash Equivalents; 

(6) sales of accounts receivable and related assets of the type specified in the definition of “Qualified Receivables
Transaction” to a Receivables Subsidiary for the fair market value thereof, including cash in an amount at least equal to 75% of the book value thereof as determined in accordance with GAAP, it being understood that, for the purposes of this
clause (6), notes received in exchange for the transfer of accounts receivable and related assets will be deemed cash if the Receivables Subsidiary or other payor is required to repay said notes as soon as practicable from available cash collections
less amounts required to be established as reserves pursuant to contractual agreements with entities that are not Affiliates of the Company entered into as part of a Qualified Receivables Transaction; 

  
 2 








 (7) transfers of accounts receivable and related assets of the type
specified in the definition of “Qualified Receivables Transaction” (or a fractional undivided interest therein) by a Receivables Subsidiary in a Qualified Receivables Transaction; 

(8) a Restricted Payment that does not violate Section 4.07 of this Indenture or a Permitted Investment; and

 (9) on or before December 31, 2009, as long as no Event of Default exists or would arise therefrom, bulk
sales of excess or discontinued Inventory (as defined in the Credit Agreement) held by the Company or any of its Restricted Subsidiaries as of March 27, 2009; subject to the provisos of Section 6.05(b)(iii) of the Credit Agreement.

 “Asset Sale Offer” has the meaning assigned to it under Section 3.09 of this Indenture.

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

 (1) with respect to a corporation, the board of directors of the corporation or any committee thereof duly
authorized to act on behalf of such board; 
 (2) with respect to a partnership, the Board of Directors of the
general partner of the partnership; 
 (3) with respect to a limited liability company, the managing member or
members or any controlling committee of managing members thereof; and 
 (4) with respect to any other Person,
the board or committee of such Person serving a similar function. 
 “Borrowing Base” means, as of any
date, an amount equal to: 
 (1) 85% of the face amount of all accounts receivable owned by the Company and its
Restricted Subsidiaries as of the end of the most recent month for which monthly financial statements are available preceding such date that were not more than 60 days past due; plus  

  
 3 








 (2) 60% of a determination based on gross value of inventory (determined in
a manner substantially similar to that set forth in the Borrowing Base definition of the Credit Agreement (as in effect on the Issue Date), except with respect to any determinations required to be made by the administrative agent) of all inventory
owned by the Company and its Restricted Subsidiaries as of the end of the most recent month for which monthly financial statements are available preceding such date; 
 provided, however, that (a) if Indebtedness is being incurred to finance an acquisition pursuant to which any accounts receivable or inventory will be acquired (whether through the direct
acquisition of assets or the acquisition of Capital Stock of a Person), Borrowing Base shall include the applicable percentage of any accounts receivable and inventory to be acquired in connection with such acquisition and (b) any accounts
receivable owned by a Receivables Subsidiary, or which the Company or any of its Subsidiaries has agreed to transfer to a Receivables Subsidiary, shall be excluded for purposes of determining such amount. 

“Broker-Dealer” means any broker or dealer registered under the Exchange Act. 

“Business Day” means each day that is not a Saturday, Sunday or other day on which banking institutions in New
York, New York are authorized or required by law to close. 
 “Capital Lease Obligation” means, at the
time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet in accordance with GAAP, and the Stated Maturity thereof shall be the date of
the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty. 
 “Capital Stock” means: 
 (1) in the case of
a corporation, corporate stock; 
 (2) in the case of an association or business entity, any and all shares,
interests, participations, rights or other equivalents (however designated) of corporate stock; 
 (3) in the
case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and 
 (4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the
foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock. 
 “Cash Equivalents” means: 
 (1) United
States dollars or, in the case of any Foreign Subsidiary, such local currencies held by it from time to time; 

  
 4 








 (2) securities issued or directly and fully guaranteed or insured by the
United States government or any agency or instrumentality of the United States government (provided that the full faith and credit of the United States is pledged in support of those securities) having maturities of not more than 12 months
from the date of acquisition; 
 (3) certificates of deposit and eurodollar time deposits with maturities of 12
months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding 12 months and overnight bank deposits, in each case, with any lender party to the Credit Agreement or with any domestic commercial bank having
capital and surplus in excess of $500.0 million; 
 (4) repurchase obligations with a term of not more than seven
days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above; 

(5) commercial paper having one of the two highest ratings obtainable from Moody’s Investors Service, Inc. or
Standard & Poor’s Rating Services and in each case maturing within 12 months after the date of acquisition; and 
 (6) money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (5) of this definition. 

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

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

 (2) the adoption of a plan relating to the liquidation or dissolution of the Company; or 

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

“Change of Control Offer” has the meaning assigned to it under Section 4.15 of this Indenture. 

“Clearstream” means Clearstream Banking, S.A. 

“Company” means Broder Bros., Co., and any and all successors thereto. 

“Consolidated Cash Flow” means, with respect to any specified Person for any period, the Consolidated Net Income
of such Person for such period plus, without duplication:
 (1) an amount equal to any extraordinary loss
(including any loss on extinguishment or conversion of Indebtedness) plus any net loss realized by such Person or any of its Restricted Subsidiaries in connection with an Asset Sale (without giving effect to the $1.0 million threshold provided in
the definition thereof), to the extent such losses were deducted in computing such Consolidated Net Income; plus  

  
 5 








 (2) provision for income taxes determined in accordance with GAAP of such
Person and its Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus  

(3) Fixed Charges of such Person and its Restricted Subsidiaries for such period, to the extent that such Fixed Charges
were deducted in computing such Consolidated Net Income; plus  
 (4) depreciation, amortization
(including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash items (excluding any such non-cash item to the extent that it represents an accrual of or reserve for
cash items in any future period or amortization of a prepaid cash expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash items
were deducted in computing such Consolidated Net Income; plus  
 (5) any reasonable expenses or charges
related to any Equity Offering, Permitted Investment, acquisition, recapitalization or Indebtedness permitted to be incurred under this Indenture or related to the Refinancing Transactions and, in each case, deducted in such period in computing
Consolidated Net Income; plus  
 (6) the amount of any restructuring charges (including without
limitation retention, severance, facility closure costs and benefit charges) relating to any acquisitions completed after the date of this Indenture, in each case that were deducted in such period in computing Consolidated Net Income; minus 

 (7) non-cash items increasing such Consolidated Net Income for such period, other than (i) the accrual of
revenue in the ordinary course of business and (ii) reversals of prior accruals or reserves for cash items previously excluded from Consolidated Cash Flow pursuant to clause (4) of this definition; 

in each case, on a consolidated basis and determined in accordance with GAAP. 

“Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate of the Net
Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that: 
 (1) the Net Income of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting will be excluded, except to the extent of the amount of dividends or
similar distributions paid in cash to the specified Person or a Restricted Subsidiary of the Person; 

  
 6 








 (2) the Net Income of any Restricted Subsidiary will be excluded to the
extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or,
directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders; 

(3) the cumulative effect of a change in accounting principles will be excluded; 

(4) any non-cash goodwill or other intangible asset impairment charges incurred subsequent to the date of the indenture
resulting from the application of SFAS No. 142 will be excluded; 
 (5) notwithstanding clause
(1) above, the Net Income of any Unrestricted Subsidiary will be excluded, whether or not distributed to the specified Person or one of its Subsidiaries; 
 (6) any non-recurring costs and expenses incurred in connection with the Refinancing Transactions shall be excluded; 

(7) any non-cash compensation charges, including any such charges arising from stock options, restricted stock grants or
other equity-incentive programs shall be excluded; and 
 (8) inventory purchasing accounting adjustments made as
a result of any acquisition transactions shall be excluded. 
 “Corporate Trust Office of the
Trustee” will 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 Company. 

“Credit Agreement” means that certain Amended and Restated Credit Agreement, dated as of
August 31, 2006, by and among the Company, the Lenders party thereto and as defined therein, Bank of America, N.A., as Administrative Agent and Collateral Agent and Banc of America Securities LLC, as Sole Lead Arranger and Bookrunner providing
for up to $225.0 million of revolving credit borrowings, including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as amended, restated, modified, renewed, refunded,
replaced (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time (including increasing the amount loaned thereunder provided
that such additional Indebtedness is incurred in accordance with Section 4.09 of this Indenture). 

“Credit Facilities” means, one or more debt facilities (including, without limitation, the Credit Agreement),
commercial paper facilities or vendor financing arrangements, in each case providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to
borrow from such lenders 

  
 7 








 
against such receivables), vendor financing or letters of credit, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced (including by means of sales of debt
securities to institutional investors) in whole or in part from time to time. 
 “Current Agreements”
means: 
 (1) the Amended and Restated Shareholders Agreement dated September 22, 2003, among the Company, Bain Capital
Fund VI, L.P. and the other stockholders from time to time party thereto; and 
 (2) the Amended and Restated Advisory Agreement
dated as of September 22, 2003, between the Company and Bain Capital, LLC. 
 “Default” means any
event that is, or with the passage of time or the giving of notice or both would be, an Event of Default. 

“Definitive Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance
with Section 2.06 hereof, substantially in the form of Exhibit A1 hereto except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto.

 “Depositary” means, with respect to the Notes issuable or issued in whole or in part in global form,
the Person specified in Section 2.03 hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as depositary hereunder and having become such pursuant to the applicable provision of this Indenture.

 “Designated Noncash Consideration” means the fair market value of noncash consideration received by
the Company or one of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Noncash Consideration pursuant to an Officers’ Certificate setting forth such valuation and the basis therefore; provided
that noncash consideration received in connection with an Asset Sale may be designated as Designated Noncash Consideration only to the extent that the aggregate fair market value of such noncash consideration plus the fair market value of all
noncash consideration that, since the date of the indenture, has been designated as Designated Noncash Consideration (such fair market value being measured at the time of such designation) and has not been converted into cash or Cash Equivalents
pursuant to a sale or otherwise, does not exceed the greater of $10.0 million and 2.5% of Total Assets. 

“Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is
convertible, or for which it is exchangeable, in each case at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable
at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the date on which the notes mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified
Stock solely because the holders of the Capital Stock have the right to require the Company to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock if the terms of such
Capital Stock provide that the Company may not repurchase or redeem any such Capital Stock pursuant 

  
 8 








 
to such provisions unless such repurchase or redemption complies with Section 4.07 of this Indenture. The amount of Disqualified Stock deemed to be outstanding at any time for purposes of
this Indenture will be the maximum amount that the Company and its Restricted Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Stock, exclusive of accrued
dividends. 
 “Domestic Subsidiary” means any Restricted Subsidiary of the Company that was formed under
the laws of the United States or any state of the United States or the District of Columbia or that guarantees or otherwise provides direct credit support for any Indebtedness of the Company. 

“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 a public or private offering of Qualified Capital Stock of the Company. 

“Euroclear” means Euroclear Bank S.A./N.V., as operator of the Euroclear system. 

“Exchange Act” means the Securities Exchange Act of 1934, as amended. 

“Exchange Offer” has the meaning set forth in the definition of Refinancing Transactions. 

“Existing Indebtedness” means Indebtedness existing on the date of this Indenture. 

“Existing Notes” means the 11.25% Senior Notes due 2010 of the Company issued pursuant to that indenture, dated
as of September 22, 2003, by and among the Company, the Guarantors party thereto and the Trustee (as successor in interest to Wachovia Bank, National Association). 
 “Existing Notes Indenture” means the indenture, dated as of September 22, 2003, by and among the Company, the Guarantors party thereto and the Trustee (as successor in
interest to Wachovia Bank, National Association) governing the Existing Notes, as amended and supplemented from time to time. 

“Fair Market Value” means the value that would be paid by a willing buyer to an unaffiliated willing seller in a
transaction not involving distress or necessity of either party, determined in good faith by the Board of Directors of the Company (unless otherwise provided in this Indenture). 

“Final Settlement Date” means the date of, or a date promptly following, the expiration time of the Exchange
Offer. 
 “Fixed Charge Coverage Ratio” means with respect to any specified Person for any period, the
ratio of the Consolidated Cash Flow of such Person for such period to the Fixed Charges of such Person for such period. In the event that (i) the specified Person or any of its 

  
 9 








 
Restricted Subsidiaries incurs, assumes, Guarantees, repays, repurchases, redeems, defeases or otherwise discharges any Indebtedness (other than ordinary working capital borrowings) or issues,
repurchases or redeems preferred stock or (ii) any Qualified Holdco Indebtedness is incurred, repaid, repurchased, redeemed, defeased or otherwise discharged, in any case subsequent to the commencement of the period for which the Fixed Charge
Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio will be
calculated giving pro forma effect to such incurrence, assumption, Guarantee, repayment, repurchase, redemption, defeasance or other discharge of Indebtedness, or such issuance, repurchase or redemption of preferred stock, and the use of the
proceeds therefrom, as if the same had occurred at the beginning of the applicable four-quarter reference period. 
 In
addition, for purposes of calculating the Fixed Charge Coverage Ratio: 
 (1) acquisitions that have been made by
the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations, or any Person or any of its Restricted Subsidiaries acquired by the specified Person or any of its Restricted Subsidiaries, and including any
related financing transactions and including increases in ownership of Restricted Subsidiaries, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date will be given pro forma effect
(in accordance with Regulation S-X under the Securities Act and, in addition, including any Pro Forma Cost Savings) as if they had occurred on the first day of the four-quarter reference period; 

(2) the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and
operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded; 
 (3) the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation
Date, will be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date; 

(4) any Person that is a Restricted Subsidiary on the Calculation Date will be deemed to have been a Restricted Subsidiary
at all times during such four-quarter period; 
 (5) any Person that is not a Restricted Subsidiary on the
Calculation Date will be deemed not to have been a Restricted Subsidiary at any time during such four-quarter period; and 
 (6) if any Indebtedness bears a floating rate of interest, the interest expense on such Indebtedness will be calculated as if the rate in effect on the Calculation Date had been the applicable rate for
the entire period (taking into account any Hedging Obligation applicable to such Indebtedness if such Hedging Obligation has a remaining term as at the Calculation Date in excess of 12 months). 

  
 10 









 “Fixed Charges” means, with respect to any specified Person for any
period, the sum, without duplication, of: 
 (1) the consolidated interest expense of (i) such Person and
its Restricted Subsidiaries for such period and (ii) the issuer or borrower of any Qualified Holdco Indebtedness to the extent attributable to such Qualified Holdco Indebtedness, in each case whether paid or accrued, including, without
limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations,
commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations in respect of interest rates
(but excluding the amortization or write-off of deferred financing fees in connection with the Refinancing Transactions); plus  
 (2) the consolidated interest of (i) such Person and its Restricted Subsidiaries that was capitalized during such period and (ii) the issuer or borrower of any Qualified Holdco Indebtedness that
was capitalized during such period to the extent attributable to such Qualified Holdco Indebtedness; plus  
 (3) any interest accruing on Indebtedness of another Person that is Guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted
Subsidiaries, whether or not such Guarantee or Lien is called upon; plus  
 (4) the product of
(a) all dividends, whether paid or accrued and whether or not in cash, on any series of preferred stock of such Person or any of its Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of the
Company (other than Disqualified Stock) or to the Company or a Restricted Subsidiary of the Company, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current effective combined federal,
state and local statutory tax rate of such Person, expressed as a decimal, 
 in each case, on a consolidated basis and in
accordance with GAAP. 
 “Foreign Subsidiary” means any Restricted Subsidiary that is not a Domestic
Subsidiary. 
 “GAAP” means generally accepted accounting principles set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been
approved by a significant segment of the accounting profession, which are in effect on the date of this Indenture. 

“Global Note Legend” means the legend set forth in Section 2.06(f)(2), which is required to be placed on all
Global Notes issued under this Indenture. 

  
 11 









 “Global Notes” means, individually and collectively, each of the
Restricted Global Notes and the Unrestricted Global Notes, substantially in the form of Exhibits A1 and A2 hereto issued in accordance with Section 2.01, 2.06(b)(3), 2.06(b)(4), 2.06(d)(2) or 2.06(d)(3) hereof. 

“Government Securities” means direct obligations of, or obligations guaranteed by, the United States of America,
and the payment for which the United States pledges its full faith and credit. 
 “Guarantee” means a
guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or
reimbursement agreements in respect thereof, of all or any part of any Indebtedness (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to
maintain financial statement conditions or otherwise). 
 “Guarantor” means any subsidiary of the
Company that executes a Subsidiary Guarantee in accordance with the provisions of this Indenture and any successors and assigns of such subsidiary. 
 “Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under: 

(1) interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements
and interest rate collar agreements; 
 (2) other agreements or arrangements designed to manage or hedge interest
rates or interest rate risk; and 
 (3) other agreements or arrangements designed to manage, protect or hedge
such Person against fluctuations in currency exchange rates or commodity prices. 
 “Holder” means a
Person in whose name a Note is registered. 
 “Indebtedness” means, with respect to any specified
Person, any indebtedness of such Person (excluding current or noncurrent accrued expenses and trade payables), whether or not contingent: 
 (1) in respect of borrowed money; 
 (2) evidenced by bonds, notes,
debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof); 
 (3)
in respect of banker’s acceptances; 
 (4) representing Capital Lease Obligations; 

  
 12 









 (5) representing the balance deferred and unpaid of the purchase price of
any property (excluding trade payables) or services due more than six months after such property is acquired or such services are completed; or 
 (6) representing the net amount owing under any Hedging Obligations, 
 if and to the extent any of
the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes all
Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness
of any other Person. 
 “Indenture” means this Indenture, as amended or supplemented from time to time.

 “Indirect Participant” means a Person who holds a beneficial interest in a Global Note through a
Participant. 
 “Initial Notes” means the Company’s 12%/15% Senior PIK Toggle Notes due 2013 issued
under this Indenture in connection with the Exchange Offer, whether actually issued on the Initial Settlement Date or the Final Settlement Date. 
 “Initial Public Offering” means the first underwritten public offering of Qualified Capital Stock by the Company or by any direct or indirect parent of the Company, in either case
pursuant to a registration statement (other than a registration statement on Form S-4 or S-8) filed with the Commission in accordance with the Securities Act for aggregate net cash proceeds of at least $25.0 million. 

“Institutional Accredited Investor” means any Person described in Rule 501(a)(1), (2), (3) or (7) under
the Securities Act. 
 “Investments” means, with respect to any Person, all direct or indirect
investments by such Person in other Persons (including Affiliates) in the forms of loans (including Guarantees or other obligations), advances or capital contributions (excluding commission, travel and similar advances to officers and employees made
in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in
accordance with GAAP. If the Company or any Subsidiary of the Company sells or otherwise disposes of any Equity Interests of any direct or indirect Subsidiary of the Company such that, after giving effect to any such sale or disposition, such Person
is no longer a Subsidiary of the Company, the Company will be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of the Company’s Investments in such Subsidiary that were not sold or
disposed of in an amount determined as provided Section 4.07 of this Indenture. The acquisition by the Company or any Subsidiary of the Company of a Person that holds an Investment in a third Person will be deemed to be an Investment by the
Company or such Subsidiary in such third Person that were acquired in contemplation of the acquisition by the Company or any of its Subsidiaries in an amount equal to the Fair Market Value of the Investments held by the acquired Person in such third
Person in an amount determined as 

  
 13 









 
provided in the final paragraph of the covenant described under Section 4.07 of this Indenture. Except as otherwise provided in this Indenture, the amount of an Investment will be determined
at the time the Investment is made and without giving effect to subsequent changes in value. 
 “Issue
Date” shall be deemed to be April 15, 2009. 
 “Legal Holiday” means a Saturday, a
Sunday or a day on which banking institutions in the City of New York or at a place of payment are authorized by law, regulation or executive order to remain closed. If a payment date is a Legal Holiday at a place of payment, payment may be made at
that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue on such payment for the intervening period. 
 “Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded
or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell, give a security interest in and, except in connection with any
Qualified Receivables Transaction, any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.
 “Material Subsidiary” means any Domestic Subsidiary (other than a Receivables Subsidiary) that at any time has Total Assets of $500,000 or more. 

“Maturity Date” means October 15, 2013. 

“Net Income” means, with respect to any specified Person, the net income or loss, as applicable, of such Person,
determined in accordance with GAAP and before any reduction in respect of preferred stock dividends or accretion, less the amount of any payments made pursuant to clause (13) of Section 4.07(c) of this Indenture to enable the issuer
or borrower of any Qualified Holdco Indebtedness to make a payment of interest thereon, but excluding, however: 

(1) any gain or loss, together with any related provision for taxes on such gain or loss, realized in connection with:
(a) any Asset Sale (without giving effect to the $1.0 million threshold provided for in the definition thereof); or (b) the disposition of any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any
Indebtedness of such Person or any of its Restricted Subsidiaries; and 
 (2) any gain or loss classified as
extraordinary, unusual or nonrecurring (including without limitation severance, relocation and other restructuring costs), together with any related provision for taxes on such items. 

“Net Proceeds” means the aggregate cash proceeds received by the Company or any of its Restricted Subsidiaries in
respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration, including without limitation Designated Noncash Consideration, received in any Asset Sale), net of the
direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees, and sales commissions, and any relocation expenses incurred as a result of the


  
 14 









 
Asset Sale, taxes paid or payable as a result of the Asset Sale, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements, amounts required
to be applied to the repayment of Indebtedness (other than Indebtedness under a Credit Facility) secured by a Lien on the asset or assets that were the subject of such Asset Sale and the amounts of any reserve for adjustment in respect of the sale
price of such asset or assets or liabilities associated with such asset or assets, in each case established in accordance with GAAP. 
 “Non-Recourse Debt” means Indebtedness: 

(1) as to which neither the Company nor any of its Restricted Subsidiaries (a) provides credit support of any kind
(including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise, or (c) constitutes the lender; 

(2) no default with respect to which (including any rights that the holders of the Indebtedness may have to take
enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness of the Company or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause
the payment of the Indebtedness to be accelerated or payable prior to its Stated Maturity; and 
 (3) as to which
the lenders have been notified in writing that they will not have any recourse to the stock or assets of the Company or any of its Restricted Subsidiaries. 
 “Non-U.S. Person” means a Person who is not a U.S. Person. 

“Notes” has the meaning assigned to it in the preamble to this Indenture. The Initial Notes and the Additional
Notes shall be treated as a single class for all purposes under this Indenture, and unless the context otherwise requires, all references to the Notes shall include the Initial Notes and any Additional Notes. 

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other
liabilities payable under the documentation governing any Indebtedness. 
 “Officer” means, with respect
to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice-President of such
Person. 
 “Officers’ Certificate” means a certificate signed on behalf of the Company by two
Officers of the Company, one of whom must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Company, that meets the requirements of Section 12.05 hereof. 

  
 15 









 “Opinion of Counsel” means an opinion from legal counsel that meets
the requirements of Section 12.05 hereof. The counsel may be an employee of or counsel to the Company or any Subsidiary of the Company. 
 “Participant” means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream, as the case may be (and,
with respect to DTC, shall include Euroclear and Clearstream). 
 “Permitted Business” means any
business that derives a majority of its revenues from the distribution or sale of imprintable sportswear and accessories and activities that are reasonably similar, ancillary or related to, or a reasonable extension or expansion of, the business in
which the Company and its Restricted Subsidiaries are engaged on the date of this Indenture. 
 “Permitted
Investments” means: 
 (1) any Investment in (i) the Company or in a Restricted Subsidiary of
the Company that is a Guarantor and (ii) one or more Foreign Subsidiaries of the Company in an aggregate amount not to exceed $10.0 million; 
 (2) any Investment in Cash Equivalents; 
 (3) any Investment by the
Company or any Restricted Subsidiary of the Company in a Person, if as a result of such Investment: 
 (a) such
Person becomes a Restricted Subsidiary of the Company and, with respect to a Domestic Subsidiary, a Guarantor; or 
 (b) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary of the
Company that is a Guarantor or a Foreign Subsidiary of the Company; 
 (4) any Investment made as a result of the
receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with Section 4.10 of this Indenture; 
 (5) Investments made solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of the Company; 

(6) any Investments received in compromise or resolution of (A) obligations of trade creditors, suppliers or
customers that were incurred in the ordinary course of business of the Company or any of its Restricted Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor,
supplier or customer; or (B) litigation, arbitration or other disputes with Persons who are not Affiliates; 

(7) Investments represented by Hedging Obligations; 

  
 16 









 (8) loans or advances to employees made in the ordinary course of business
of the Company or the Restricted Subsidiary of the Company in an aggregate principal amount not to exceed $2.0 million at any one time outstanding; 
 (9) repurchases of the Notes; 
 (10) Investments existing on the
date of this Indenture; 
 (11) Guarantees otherwise permitted by the terms of this Indenture; 

(12) the acquisition by a Receivables Subsidiary in connection with a Qualified Receivables Transaction of Equity
Interests of a trust or other Person established by such Receivables Subsidiary to effect such Qualified Receivables Transaction; and any other Investment by the Company or a Restricted Subsidiary of the Company in a Receivables Subsidiary or any
Investment by a Receivables Subsidiary in any other Person in connection with a Qualified Receivables Transaction; provided, that such other Investment is in the form of a note or other instrument that the Receivables Subsidiary or other
Person is required to repay from available cash collections less amounts required to be established as reserves pursuant to contractual agreements with entities that are not Affiliates of the Company entered into as part of a Qualified Receivables
Transaction; 
 (13) other Investments in any Person other than an Affiliate of the Company having an aggregate
Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (13) that are at the time outstanding
not to exceed $10.0 million; provided, however, that if an Investment pursuant to this clause (13) is made in any Person that is not a Restricted Subsidiary of the Company at the date of the making of the Investment and such
Person becomes a Restricted Subsidiary after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) above, and shall cease to have been made pursuant to this clause (13). 

“Permitted Liens” means: 
 (1) Liens on assets of the Company or any of its Restricted Subsidiaries securing Indebtedness and other Obligations that was incurred pursuant to clause (1), (13) or (14) of the definition of
Permitted Debt and/or securing Hedging Obligations related thereto; 
 (2) Liens in favor of the Company or any
of its Restricted Subsidiaries; 
 (3) Liens on property of a Person existing at the time such Person is merged
with or into or consolidated with the Company or any Subsidiary of the Company; provided that such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets other than those of the
Person merged into or consolidated with the Company or the Subsidiary; 
 (4) Liens on property (including
Capital Stock) existing at the time of acquisition of the property by the Company or any Subsidiary of the Company; provided that such Liens were in existence prior to, such acquisition, and not incurred in contemplation of, such acquisition;


  
 17 









 (5) Liens to secure the performance of statutory obligations, surety or
appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business; 
 (6) Liens to secure Indebtedness (including Capital Lease Obligations) permitted by clause (4) of Section 4.09(b) of this Indenture covering only the assets acquired with or financed by such
Indebtedness; 
 (7) Liens existing on the date of this Indenture; 

(8) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested
in good faith by appropriate proceedings promptly instituted and diligently concluded; provided that any reserve or other appropriate provision as is required in conformity with GAAP has been made therefor; 

(9) Liens imposed by law, such as carriers’, warehousemen’s, landlord’s and mechanics’ Liens, in each
case, incurred in the ordinary course of business; 
 (10) survey exceptions, easements or reservations of, or
rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property that were not incurred in connection with Indebtedness
and that do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person; 

(11) Liens created for the benefit of (or to secure) the notes (or the Subsidiary Guarantees, if any); 

(12) Liens to secure any Permitted Refinancing Indebtedness permitted to be incurred under this Indenture; provided,
however, that: 
 (A) the new Lien shall be limited to all or part of the same property and assets that
secured or, under the written agreements pursuant to which the original Lien arose, could secure the original Lien (plus improvements and accessions to, such property or proceeds or distributions thereof); and 

(B) the Indebtedness secured by the new Lien is not increased to any amount greater than the sum of (x) the
outstanding principal amount or, if greater, committed amount, of the Permitted Refinancing Indebtedness and (y) an amount necessary to pay any fees and expenses, including premiums, related to such refinancings, refunding, extension, renewal
or replacement; 
 (13) Liens incurred or deposits made in the ordinary course of business in connection with
workers’ compensation, unemployment insurance and other types of social security, including any Lien securing letters of credit issued in the ordinary course 

  
 18 









 
or business consistent with past practice in connection therewith, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contacts,
performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money); 
 (14) Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of
such Person to facilitate the purchase, shipment, or storage of such inventory or other goods; 
 (15) Liens
encumbering deposits made to secure obligations arising from statutory, regulatory, contractual, or warranty requirements of the Company or any of its Restricted Subsidiaries, including rights of offset and set-off; 

(16) leases or subleases granted to others that do not materially interfere with the ordinary course of business of the
Company and its Restricted Subsidiaries; 
 (17) Liens on assets of the Company or a Receivables Subsidiary
incurred in connection with a Qualified Receivables Transaction; 
 (18) Liens arising from filing any Uniform
Commercial Code financing statement regarding leases; 
 (19) 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; 

(20) Liens securing Hedging Obligations which Hedging Obligations relate to Indebtedness that is otherwise permitted under
this Indenture; and 
 (21) Liens incurred in the ordinary course of business of the Company or any Subsidiary of
the Company with respect to obligations that do not exceed $5.0 million at any one time outstanding. 
 “Permitted
Refinancing Indebtedness” means any Indebtedness of the Company or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to refund, refinance, replace, defease or discharge other Indebtedness
of the Company or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that: 
 (1) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness extended,
refinanced, renewed, replaced, defeased or refunded (plus all accrued interest on the Indebtedness and the amount of all expenses and premiums incurred in connection therewith); 

(2) (a) if the Stated Maturity of the Indebtedness being refinanced is earlier than the Stated Maturity of the
notes, the Permitted Refinancing Indebtedness has a Stated Maturity no earlier than the Stated Maturity of the Indebtedness being refinanced or (b) if the Stated Maturity of the Indebtedness being refinanced is later than the Stated Maturity of
the Notes, the Permitted Refinancing Indebtedness has a Stated Maturity at least 91 days later than the Stated Maturity of the Notes; 

  
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 (3) such Permitted Refinancing Indebtedness has a Weighted Average Life to
Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; 

(4) if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of
payment to the Notes, such Permitted Refinancing Indebtedness is subordinated in right of payment to the Notes on terms at least as favorable to the Holders of Notes as those contained in the documentation governing the Indebtedness being extended,
refinanced, renewed, replaced, defeased or refunded; and 
 (5) if the Indebtedness being extended, refinanced,
renewed, replaced, defeased or refunded was incurred either by the Company or by any Guarantor, such Permitted Refinancing Indebtedness is incurred by the Company or any Guarantor and, if the Indebtedness being extended, refinanced, renewed,
replaced, defeased or refunded was incurred by a Restricted Subsidiary that is not a Guarantor, such Permitted Refinancing Indebtedness is incurred by such Restricted Subsidiary. 

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust,
unincorporated organization, limited liability company or government or other entity. 
 “Private Placement
Legend” means the legend set forth in Section 2.06(f)(1) to be placed on all Notes issued under this Indenture except where otherwise permitted by the provisions of this Indenture. 

“Pro Forma Cost Savings” means, with respect to any period, the reduction in costs and related adjustments that
occurred during the four-quarter reference period or after the end of the four-quarter reference period and on or prior to the transaction date that were (i) directly attributable to an Asset Acquisition or Asset Sale and calculated on a basis
that is consistent with Article 11 of Regulation S-X under the Securities Act or (ii) implemented by the Company or the business that was the subject of any such Asset Acquisition or Asset Sale within six months of the date of the Asset
Acquisition or Asset Sale and that are supportable and quantifiable by the underlying accounting records of such business, as if, in the case of each of clause (i) and (ii), all such reductions in costs and related adjustments had been effected
as of the beginning of such period. 
 “QIB” means a “qualified institutional buyer” as
defined in Rule 144A. 
 “Qualified Capital Stock” means any Capital Stock that is not Disqualified
Stock. 
 “Qualified Holdco Indebtedness” means any Indebtedness incurred by any direct or indirect
parent of the Company to finance some or all of its acquisition of assets of another Person (whether through the direct acquisition of such assets or the acquisition of Capital Stock of any Person owning such assets) that is designated by the chief
financial officer of the Company as Qualified Holdco Indebtedness for purposes of this Indenture; provided that (i) such 

  
 20 









 
assets are used or useful in a Permitted Business and are contributed within five Business Days of the acquisition thereof to the Company or a Wholly Owned Restricted Subsidiary of the Company
and (ii) at the time such Indebtedness is designated as Qualified Holdco Indebtedness, the Company could have incurred such Indebtedness under the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) of this Indenture, or as
Permitted Debt. 
 “Qualified Holdco Proceeds” means the portion of the purchase price of any property
or assets that are contributed to the Company by a direct or indirect parent of the Company that was paid by such parent in cash other than the proceeds of Qualified Holdco Indebtedness; provided that such assets are used or useful in a
Permitted Business and are contributed within ten Business Days of the acquisition thereof to the Company. 

“Qualified Receivables Transaction” means any transaction or series of transactions entered into by the Company
or any of its Restricted Subsidiaries pursuant to which the Company or any of its Restricted Subsidiaries sells, conveys or otherwise transfers to (i) a Receivables Subsidiary (in the case of a transfer by the Company or any of its Restricted
Subsidiaries) and (ii) any other Person (in the case of a transfer by a Receivables Subsidiary), or grants a security interest in, any accounts receivable (whether now existing or arising in the future) of the Company or any of its Restricted
Subsidiaries, and any assets related thereto including, without limitation, all collateral securing such accounts receivable, all contracts and all guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts
receivable and other assets which are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving accounts receivable. 

“Receivables Subsidiary” means a Wholly Owned Restricted Subsidiary of the Company which engages in no activities
other than in connection with the financing of accounts receivable and which is designated by the Board of Directors of the Company (as provided below) as a Receivables Subsidiary (a) no portion of the Indebtedness or any other Obligations
(contingent or otherwise) of which (i) is guaranteed by the Company or any Restricted Subsidiary of the Company (excluding guarantees of Obligations (other than the principal of, and interest on, Indebtedness) pursuant to representations,
warranties, covenants and indemnities entered into in the ordinary course of business in connection with a Qualified Receivables Transaction), (ii) is recourse to or obligates the Company or any Restricted Subsidiary of the Company in any way
other than pursuant to representations, warranties, covenants and indemnities entered into in the ordinary course of business in connection with a Qualified Receivables Transaction or (iii) subjects any property or asset of the Company or any
Restricted Subsidiary of the Company (other than accounts receivable and related assets as provided in the definition of “Qualified Receivables Transaction”), directly or indirectly, contingently or otherwise, to the satisfaction thereof,
other than pursuant to representations, warranties, covenants and indemnities entered into in the ordinary course of business in connection with a Qualified Receivables Transaction, (b) with which neither the Company nor any Restricted
Subsidiary of the Company has any material contract, agreement, arrangement or understanding other than on terms no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not
Affiliates of the Company, other than fees payable in the ordinary course of business in connection with servicing accounts receivable and (c) with which neither the 

  
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Company nor any Restricted Subsidiary of the Company has any obligation to maintain or preserve such Subsidiary’s financial condition or cause such Subsidiary to achieve certain levels of
operating results. Any such designation by the Board of Directors of the Company will be evidenced to the trustee by filing with the Trustee a certified copy of the resolution of the Board of Directors of the Company giving effect to such
designation and an Officers’ Certificate certifying that such designation complied with the foregoing conditions. 

“Refinancing Transactions” means the transactions contemplated by the Company’s offer
to exchange all of its outstanding 11.25% Senior Notes due 2010 for 12%/15% Senior PIK Toggle Notes due 2013 issued under this Indenture and newly issued common stock of the Company, upon the terms and conditions of the Offering Memorandum and
Mutual Release and Consent Solicitation Statement, dated April 17, 2009, and the related Letter of Transmittal, Mutual Release and Consent, which together, as they may be supplemented or amended from time to time, constitute the
“Exchange Offer.” 
 “Regulation S” means Regulation S
promulgated under the Securities Act. 
 “Regulation S Global Note” means a Global Note bearing the
Private Placement Legend and deposited with or on behalf of the Depositary 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 of Regulation S or a Regulation S Temporary Global Note or Regulation S Permanent Global Note, as appropriate. 

“Regulation S Permanent Global Note” means a permanent Global Note in the form of Exhibit A1 hereto bearing the
Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Regulation S Temporary
Global Note upon expiration of the Restricted Period. 
 “Regulation S Temporary Global Note” means a
temporary Global Note in the form of Exhibit A2 hereto 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 of Regulation S. 
 “Responsible Officer” when used with respect to the Trustee,
means any officer within the Corporate Trust Administration of the Trustee (or any successor group of the Trustee) or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject, 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. 

  
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 “Restricted Period” means the 40-day distribution compliance period
as defined in Regulation S. 
 “Restricted Subsidiary” of a Person means any Subsidiary of the referent
Person that is not an Unrestricted Subsidiary. 
 “Rule 144” means Rule 144 promulgated under the
Securities Act. 
 “Rule 144A” means Rule 144A promulgated under the Securities Act. 

“Rule 144A Global Note” means a Global Note substantially in the form of Exhibit A1 hereto bearing the Global
Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold in
reliance on Rule 144A. 
 “Rule 501(a) Global Note” means a Global Note substantially in the form of
Exhibit A1 hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued in a denomination equal to the outstanding
principal amount of the Notes offered to Accredited Investors. 
 “Rule 903” means Rule 903 promulgated
under the Securities Act. 
 “Rule 904” means Rule 904 promulgated under the Securities Act. 

“SEC” means the Securities and Exchange Commission. 

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

“Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined in
Article 1, Rule 1–02 of Regulation S–X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date of this Indenture. 
 “Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was
scheduled to be paid in the documentation governing such Indebtedness as of the date of this Indenture, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally
scheduled for the payment thereof. 
 “Subsidiary” means, with respect to any specified Person:

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

  
 23 









 (2) any partnership (a) the sole general partner or the managing
general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof). 

“Subsidiary Guarantee” means the Guarantee by any Guarantor of the Company’s obligations under this
Indenture and on the Notes, executed pursuant to the provisions of this Indenture. 
 “TIA” means the
Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date on which this Indenture is qualified under the TIA. 
 “Total Assets” means, with respect to any Person, the aggregate of all assets of such Person and its Subsidiaries as would be shown on the consolidated balance sheet of such Person
in accordance with GAAP. 
 “Trustee” means the party named as such in the preamble to this Indenture
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 A1 attached hereto
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 a series of
Notes that do not bear the Private Placement Legend. 
 “Unrestricted Subsidiary” means any Subsidiary
of the Company that is designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a Board Resolution, but only to the extent that such Subsidiary: 

(1) has no Indebtedness other than Non-Recourse Debt; 

(2) except as permitted by Section 4.11 of this Indenture is not party to any agreement, contract, arrangement or
understanding with the Company or any Restricted Subsidiary of the Company unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be
obtained at the time from Persons who are not Affiliates of the Company; 
 (3) is a Person with respect to which
neither the Company nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person
to achieve any specified levels of operating results; and 

  
 24 









 (4) has not guaranteed or otherwise directly or indirectly provided credit
support for any Indebtedness of the Company or any of its Restricted Subsidiaries. 
 Any designation of a Subsidiary of the
Company as an Unrestricted Subsidiary will be evidenced to the trustee by filing with the trustee a certified copy of the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied
with the preceding conditions and was permitted by the covenant described below under Section 4.07 of this Indenture. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it
will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not
permitted to be incurred as of such date under Section 4.09 of this Indenture the Company will be in default under this Indenture. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted
Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if
(1) such Indebtedness is permitted under Section 4.09 of this Indenture calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default
would be in existence following such designation. 
 “U.S. Person” means a U.S. Person as defined in
Rule 902(o) 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. 

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years
obtained by dividing: 
 (1) the sum of the products obtained by multiplying (a) the amount of each then
remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will
elapse between such date and the making of such payment; by 
 (2) the then outstanding principal amount of such
Indebtedness. 
 “Wholly Owned Restricted Subsidiary” of any specified Person means a Subsidiary of such
Person all of the outstanding Capital Stock or other ownership interests of which (other than directors’ qualifying shares) shall at the time be owned by such Person or by one or more Wholly-Owned Restricted Subsidiaries of such Person and one
or more Wholly Owned Restricted Subsidiaries of such Person. 

  
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 Section 1.02 Other Definitions. 

 

			
	 Term
	  	Defined in
Section
		
	 “Affiliate Transaction”
	  	4.11
	 “AHYDO Redemption Date”
	  	3.08
	 “Asset Sale Offer”
	  	3.09
	 “Authentication Order”
	  	2.02
	 “Cash Interest”
	  	2.02, Exhibit A1
and A2
	 “Change of Control Offer”
	  	4.15
	 “Change of Control Payment”
	  	4.15
	 “Change of Control Payment Date”
	  	4.15
	 “Covenant Defeasance”
	  	8.03
	 “Defaulted Interest Payment Date”
	  	2.12
	 “DTC”
	  	2.03
	 “Event of Default”
	  	6.01
	 “Excess Proceeds”
	  	4.10
	 “incur”
	  	4.09
	 “Legal Defeasance”
	  	8.02
	 “Mandatory Principal Redemption Amount”
	  	3.08
	 “Offer Amount”
	  	3.09
	 “Offer Period”
	  	3.09
	 “Paying Agent”
	  	2.03
	 “Payment Default”
	  	6.01
	 “Permitted Debt”
	  	4.09
	 “Purchase Date”
	  	3.09
	 “Registrar”
	  	2.03
	 “Restricted Payments”
	  	4.07
	 “Tax Payments”
	  	4.07

 Section 1.03 Incorporation by Reference of Trust Indenture Act. 

Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this
Indenture. 
 The following TIA terms used in this Indenture have the following meanings: 

“indenture securities” means the Notes and any Guarantee; 

“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 Subsidiary Guarantees means the Company and the Guarantors, respectively, and any
successor obligor upon the Notes and the Subsidiary Guarantees, respectively. 

  
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 All other terms used in this Indenture that are defined by the TIA, defined by TIA reference
to another statute or defined by SEC rule under the TIA have the meanings so assigned to them therein. 
 Section 1.04 Rules of
Construction. 
 Unless the context otherwise requires: 

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

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

(3) “or” is not exclusive; 

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

(5) provisions apply to successive events and transactions; and 

(6) references to sections of or rules under the Securities Act or the Exchange Act will be deemed to include substitute,
replacement of successor sections or rules adopted by the SEC from time to time. 
 ARTICLE 2. 

THE NOTES 

Section 2.01 Form and Dating. 
 (a) General. The Notes and the Trustee’s certificate of authentication will be substantially in the form of Exhibit A1 and A2 hereto. The Notes may have notations, legends or endorsements
required by law, stock exchange rule or usage. Each Note will be dated the date of its authentication. The Notes shall be issued only in minimum denominations of $1,000 and integral multiples of $1.00 in excess thereof, subject to the issuance of
Additional Notes in respect of interest payments, which may be issued in integral multiples of $1.00. 
 The terms and
provisions contained in the Notes will constitute, and are hereby expressly made, a part of this Indenture and the Company, any 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. 

In addition, with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including, without
limitation, consents obtained in connection with a tender offer or exchange offer for the Notes), the Company may increase the outstanding principal amount of the Notes under this Indenture on the same terms and conditions as the Notes offered
hereby. 

  
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 (b) Global Notes. Notes issued in global form will be substantially in the form of
Exhibit A1 or A2 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 will be substantially in the form of Exhibit
A1 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 will represent such of the outstanding Notes as will be specified
therein and each shall provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be
reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by
the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. 
 (c) Temporary Global Notes. Notes offered and sold in reliance on Regulation S will be issued initially in the form of a Regulation S Temporary Global Note substantially in the form of Exhibit A2
hereto, which will be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, at its New York office, 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 Company and authenticated by the Trustee as hereinafter provided. The Restricted Period will be terminated upon the receipt by the Trustee of:

 (1) 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 will take delivery of a beneficial ownership interest in a Rule 144A Global Note or a Rule 501(a) Global Note
bearing a Private Placement Legend, all as contemplated by Section 2.06(b) hereof); and 
 (2) an
Officers’ Certificate from the Company. 
 Following the termination of the Restricted Period, beneficial interests in the Regulation S
Temporary Global Note will be exchanged for beneficial interests in Regulation S Permanent Global Notes pursuant to the Applicable Procedures. Simultaneously with the authentication of Regulation S Permanent Global Notes, the Trustee will cancel the
Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes 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) 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 will 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 Clearsteam. 

  
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 Section 2.02 Execution and Authentication. 

Two Officers will sign the Notes for the Company by manual or facsimile signature. 

If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note will nevertheless be
valid. 
 A Note will not be valid until authenticated by the manual signature of the Trustee. The signature will be conclusive
evidence that the Note has been authenticated under this Indenture. 
 The Trustee will authenticate and deliver on one or more
settlement dates: (i) such amount of Initial Notes as are required to be issued by the Company in connection with the Exchange Offer (whether on the Initial Settlement Date or the Final Settlement Date, or both), in aggregate principal amount
specified in a written order of the Company pursuant to this Section 2.02, in each case, signed by two Officers of the Company (an “Authentication Order”) and (ii) Additional Notes for an original issue in an
aggregate principal amount specified in the written order of the Company pursuant to this Section 2.02, in each case, upon an Authentication Order. Such Authentication Order will specify the amount of the Notes to be authenticated and the date
on which the original issue of the Notes is to be authenticated. 
 The Trustee may appoint an authenticating agent acceptable
to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has
the same rights as an Agent to deal with Holders or an Affiliate of the Company. 
 On any interest payment date on which the
Company pays interest in the form of Additional Notes by issuing Additional Notes which are Definitive Notes, the principal amount of any such Additional Notes issued to any Holder, for the relevant interest period as of the relevant Record Date for
such interest payment date, shall be rounded up to the nearest $1.00. With respect to Notes represented by certificated notes, interest in the form of Additional Notes shall be paid by issuing Additional Notes in certificated form in an aggregate
principal amount equal to the amount of interest paid in the form of Additional Notes for the applicable period (rounded up to the nearest $1.00), and the Trustee will, at the request of the Company, authenticate and deliver such Additional Notes in
certificated form for original issuance to the Holders on the relevant record date, as shown by the records of the register of Holders. Any payment of interest in Additional Notes shall be deemed to be payment in full to the same extent as if it
were paid in cash. 
 The Company shall pay interest on the Notes semi-annually in arrears on October 15 and April 15
of each year, or, with respect to Cash Interest (as defined below) if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). 

  
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 The first Interest Payment Date shall be October 15, 2009. Interest will accrue on the
Notes beginning on the Issue Date through and including October 15, 2009 at the rate of 15.00% per annum, and will be paid in the form of Additional Notes. 
 On each Interest Payment Date from and including April 15, 2010, the Company shall pay interest on the Notes entirely in cash (“Cash Interest”); provided that with
respect to such interest payments on April 15, 2010 and October 15, 2010, interest will be paid in the form of Additional Notes unless (i) the Company is in compliance with the covenants in the Credit Agreement (as in effect on the
Issue Date), on a pro forma basis giving effect to the applicable interest payment, that require average daily revolver availability to exceed $20 million for the preceding 45 days and actual revolver availability to exceed $20 million and
(ii) no default or event of default would occur under the Credit Agreement (as in effect on the Issue Date) as a result of such interest payment. 
 Cash Interest on the Notes shall accrue at the rate of 12.00% per annum from October 15, 2009 until the Maturity Date. Interest on the Notes that is paid in the form of Additional Notes after
October 15, 2009 shall accrue at the rate of 15.00% per annum. 
 Section 2.03 Registrar and Paying Agent. 

The Company will maintain an office or agency where Notes may be presented for registration of transfer or for exchange
(“Registrar”) and an office or agency where Notes may be presented for payment (“Paying Agent”). The Registrar will keep a register of the Notes and of their transfer and exchange. The Company may
appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Company may change any Paying Agent
or Registrar without notice to any Holder. The Company will notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent,
the Trustee shall act as such. The Company or any of its Subsidiaries may act as Paying Agent or Registrar. 
 The Company
initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. 
 The Company initially appoints the Trustee to act as the Registrar and Paying Agent and to act as Custodian with respect to the Global Notes. 
 Section 2.04 Paying Agent to Hold Money in Trust. 
 The Company will
require each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium or interest on the
Notes, and will notify the Trustee of any default by the Company in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Company at any time may require a
Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Company or a Subsidiary) will have no further liability for the money. If the Company or a Subsidiary acts as Paying
Agent, it will segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Company, the Trustee will serve as Paying Agent for the
Notes. 

  
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 Section 2.05 Holder Lists. 

The Trustee will preserve in as current a form as is reasonably practicable the most recent list available to it of the names and
addresses of all Holders and shall otherwise comply with TIA § 312(a). If the Trustee is not the Registrar, the Company will furnish to the Trustee at least seven Business Days before each interest payment date and at such other times as
the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders of Notes and the Company shall otherwise comply with TIA § 312(a). 

Section 2.06 Transfer and Exchange. 
 (a) Transfer and Exchange of Global Notes. A Global Note may not be transferred as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary
or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Company for Definitive Notes if: 

(1) DTC (A) notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes or
(B) has ceased to be a clearing agency registered under the Exchange Act and, in either case, the Company fails to appoint a successor Depositary; 
 (2) the Company, at its option, elects to exchange the Global Notes (in whole but not in part) for Definitive Notes and delivers a written notice to such effect to the Trustee; provided that in no
event shall the Regulation S Temporary Global Note be exchanged by the Company for Definitive Notes prior to (x) the expiration of the Restricted Period and (y) the receipt by the Registrar of any certificates required pursuant to Rule
903(b)(3)(ii)(B) under the Securities Act; or 
 (3) there has occurred and is continuing a Default or Event of
Default with respect to the Notes. 
 Upon the occurrence of any of the preceding events in (1), (2) or (3) above, Definitive Notes
shall be issued in such names, and issued in the approved denominations, as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note
authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global
Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b) or (c) hereof.

 (b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial
interests in the Global Notes will be effected through the Depositary, in 

  
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accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the Restricted Global Notes will be subject to restrictions on transfer comparable to those
set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also will require compliance with either subparagraph (1) or (2) below, as applicable, as well as one or more of the other
following subparagraphs, as applicable: 
 (1) Transfer of Beneficial Interests in the
Same Global Note. Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set
forth in the Private Placement Legend; provided, however, that prior to the expiration of the Restricted Period, transfers of beneficial interests in the Regulation S Temporary Global Note may not be made to a U.S. Person or for the account
or benefit of a U.S. Person. Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be
required to be delivered to the Registrar to effect the transfers described in this Section 2.06(b)(1). 

(2) All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and
exchanges of beneficial interests that are not subject to Section 2.06(b)(1) above, the transferor of such beneficial interest must deliver to the Registrar either: 

(A) both: 
 (i) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a
beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged; and 
 (ii) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase; or 

(B) both: 
 (i) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in
an amount equal to the beneficial interest to be transferred or exchanged; and 
 (ii) instructions given by the
Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in (1) above; 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 under the Securities Act. 

  
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 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(g) hereof.

 (3) Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any
Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.06(b)(2) above and the Registrar
receives the following: 
 (A) if the transferee will take delivery in the form of a beneficial interest in the
Rule 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; 
 (B) if the transferee will take delivery in the form of a beneficial interest in the Regulation S Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the
certifications in item (2) thereof; and 
 (C) if the transferee will take delivery in the form of a
beneficial interest in the Rule 501(a) Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (3) thereof. 

(4) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an
Unrestricted Global Note. A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a
beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.06(b)(2) above and the Registrar receives the following: 

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

(B) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to
a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (5) thereof; 

and if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the
Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with
the Securities Act. 

  
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 If any such transfer is effected pursuant to this subparagraph (4) at a time when an
Unrestricted Global Note has not yet been issued, the Company shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate
principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to this subparagraph (4). 

Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the
form of, a beneficial interest in a Restricted Global Note. 
 (c) Transfer or Exchange of Beneficial Interests for Definitive
Notes. 
 (1) Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. If any
holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted
Definitive Note, then, upon receipt by the Registrar of the following documentation: 
 (A) if the holder of such
beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof;

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

 (D) if such beneficial interest is being transferred (other than pursuant to Rule 903 or Rule 904) to an
Institutional Accredited Investor that is not a QIB, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3) thereof; 

(E) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the
Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (4)(a) thereof; 
 (F) if such beneficial interest is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item
(4)(b) thereof; or 

  
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 (G) if such beneficial interest is being transferred pursuant to an
effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (4)(c) thereof, 
 the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(g) hereof, and the Company shall execute and the Trustee shall
authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this
Section 2.06(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant
or Indirect Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this
Section 2.06(c)(1) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein. 
 (2) Beneficial Interests in Regulation S Temporary Global Note to Definitive Notes. Notwithstanding Sections 2.06(c)(1)(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) under 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. 

(3) Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial
interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if the
Registrar receives the following: 
 (A) if the holder of such beneficial interest in a Restricted Global Note
proposes to exchange such beneficial interest for a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or

 (B) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial
interest to a Person who shall take delivery thereof in the form of a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item
(5) thereof; 
 and if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form
reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order
to maintain compliance with the Securities Act. 

  
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 (4) Beneficial Interests in Unrestricted Global Notes to Unrestricted
Definitive Notes. If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the
form of a Definitive Note, then, upon satisfaction of the conditions set forth in Section 2.06(b)(2) hereof, the Trustee will cause the aggregate principal amount of the applicable Unrestricted Global Note to be reduced accordingly pursuant to
Section 2.06(g) hereof, and the Company will execute and the Trustee will authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a
beneficial interest pursuant to this Section 2.06(c)(3) will be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest requests through instructions to the Registrar from
or through the Depositary and the Participant or Indirect Participant. The Trustee will deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest
pursuant to this Section 2.06(c)(3) will not bear the Private Placement Legend. 
 (d) Transfer and Exchange of
Definitive Notes for Beneficial Interests. 
 (1) Restricted Definitive Notes to Beneficial Interests in
Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Notes to a Person who takes delivery thereof in
the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation: 
 (A) if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder in the form of Exhibit C hereto,
including the certifications in item (2)(b) thereof; 
 (B) if such Restricted Definitive Note is being
transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof; 

(C) if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance
with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof; 
 (D) if such Restricted Definitive Note is being transferred (other than pursuant to Rule 903 or Rule 904) to an Institutional Accredited Investor that is not a QIB, a certificate to the effect set forth
in Exhibit B hereto, including the certifications in item (3) thereof; 

  
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 (E) if such Restricted Definitive Note is being transferred pursuant to an
exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (4)(a) thereof; 

(F) if such Restricted Definitive Note is being transferred to the Company or any of its Subsidiaries, a certificate to
the effect set forth in Exhibit B hereto, including the certifications in item (4)(b) thereof; or 
 (G) if
such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (4)(c) thereof,

 the Trustee will cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of,
in the case of clause (A) above, the appropriate Restricted Global Note, in the case of clause (B) above, the Rule 144A Global Note, in the case of clause (C) above, the Regulation S Global Note, in the case of clause (D) above,
the Rule 501(a) Global Note, as applicable. 
 (2) Restricted Definitive Notes to Beneficial Interests in
Unrestricted Global Notes. A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of
a beneficial interest in an Unrestricted Global Note only if the Registrar receives the following: 
 (A) if the
Holder of such Definitive Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or

 (B) if the Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery
thereof in the form of a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (5) thereof; 

and if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the
Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with
the Securities Act. 
 Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(2), the
Trustee will cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note. 
 (3) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may exchange such Note for a beneficial interest in an
Unrestricted Global Note or transfer such Definitive Notes to a 

  
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Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Trustee will
cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Notes. 
 If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to subparagraphs (2) or (3) above at a time when an Unrestricted Global Note has not yet
been issued, the Company will issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee will authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal
amount of Definitive Notes so transferred. 
 (e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon
request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(e), the Registrar will register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange,
the requesting Holder must present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly
authorized in writing. In addition, the requesting Holder must provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(e). 

(1) Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred
to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following: 
 (A) if the transfer will be made pursuant to Rule 144A under the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item
(1) thereof; 
 (B) if the transfer will be made pursuant to Rule 903 or Rule 904, then the transferor must
deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; 

(C) if the transfer will be made (other than pursuant to Rule 903 and Rule 904) to an Institutional Accredited Investor
that is not a QIB, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (3) thereof; and 
 (D) 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 (4) thereof, as applicable. 
 (2) Restricted Definitive
Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted
Definitive Note if the Registrar receives the following: 
 (A) if the Holder of such Restricted Definitive Notes
proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or 

  
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 (B) if the Holder of such Restricted Definitive Notes proposes to transfer
such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (5) thereof; 

and if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Company to the effect that such exchange or
transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. 

(3) 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) Legends. The following legends will appear on the face of all Global Notes
and Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture. 
 (1) Private Placement Legend. 
 (A) Except as permitted by
subparagraph (B) below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form: 

“THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE NOTE EVIDENCED HEREBY
MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE NOTE EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER
MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER OR ANOTHER EXEMPTION UNDER THE SECURITIES ACT. THE HOLDER OF THE NOTE EVIDENCED HEREBY: 

(i) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT, (B) IT IS NOT A
U.S. PERSON AND IS ACQUIRING ITS NOTE IN AN “OFFSHORE TRANSACTION” PURSUANT TO 

  
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RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (C) IT IS AN ACCREDITED INVESTOR AS DESCRIBED IN RULE 501(A)(1), (2), (3), (5), (6) OR (7) OF THE SECURITIES ACT, 

(ii) AGREES THAT IT WILL NOT PRIOR TO (X) THE DATE WHICH IS ONE YEAR (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(D) UNDER THE
SECURITIES ACT OR ANY SUCCESSOR PROVISION THEREUNDER) AFTER THE LATER OF THE ACTUAL DATE OF ISSUANCE HEREOF (OR OF ANY PREDECESSOR OF THIS NOTE) OR THE LAST DAY ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY 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, REFERRED TO AS THE “RESALE RESTRICTION TERMINATION DATE,” OFFER, SELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE COMPANY,
(B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED
INSTITUTIONAL BUYER” 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, (E) TO AN INSTITUTIONAL ACCREDITED INVESTOR AS DESCRIBED IN
RULE 501(A)(1), (2), (3) OR (7) OF THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF
$250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND 
 (iii) 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 COMPANY, THE TRUSTEE AND THE REGISTRAR SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE (F) 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 REQUIRED BY THE INDENTURE IS COMPLETED AND DELIVERED BY THIS 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 MEANING GIVEN TO THEM BY REGULATION S
UNDER THE SECURITIES ACT.” 

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

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

“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE
BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A
SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. 
 UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO
A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.” 
 (3) Regulation S Temporary Global Note Legend. The
Regulation S Temporary Global Note will 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). NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE
SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON.” 

  
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 (4) Definitive Note Legend. Each Definitive Note will also bear a
legend in substantially the following form: 
 “IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR
AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.” 

Upon any sale or transfer of a Restricted Definitive Note (including any Restricted Definitive Note represented by a Global Note) pursuant
to Rule 144, the Registrar will permit the transferee thereof to exchange such Restricted Definitive Note for a certificated Note that does not bear the legend set forth above and rescind any restriction on the transfer of such Restricted Definitive
Note, if the transferor thereof certifies in writing to the Registrar that such sale or transfer was made in reliance on Rule 144 (such certification to be in the form set forth on the reverse of the Note). 

(5) OID Legend. Each Definitive Note will also bear a legend in substantially the following form: 

“THIS NOTE WILL BE ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”) WITHIN THE MEANING OF SECTION 1275 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED. THE HOLDER MAY CONTACT THE CHIEF FINANCIAL OFFICER OF THE COMPANY AT (215) 291-6140 TO RECEIVE A CALCULATION OF THE ISSUE PRICE OF THIS NOTE, THE ACTUAL DATE OF ISSUANCE, THE YIELD TO MATURITY AND THE AMOUNT OF OID ON
THIS NOTE.” 
 (g) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in a
particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note will be returned to or retained and canceled by the Trustee in
accordance with Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another
Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note will be reduced accordingly and an endorsement will be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to
reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note will be increased accordingly
and an endorsement will be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase. 
 (h) General Provisions Relating to Transfers and Exchanges. 

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

  
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 (2) No service charge will be made to a Holder of a Global Note or to a
Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer
taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.15 and 9.05 hereof). 
 (3) The Registrar will not 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.

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

 (5) The Registrar will 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 selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or 

(C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.

 (6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the
Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any
Agent or the Company shall be affected by notice to the contrary. 
 (7) The Trustee will authenticate Global
Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof. 
 (8) All
certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile. 

Section 2.07 Replacement Notes. 
 If any mutilated Note is surrendered to the Trustee or the Company and the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, the Company


  
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will issue and the Trustee, upon receipt of an Authentication Order, will authenticate a replacement Note if the Trustee’s requirements are met. If required by the Trustee or the Company, an
indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Company to protect the Company, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is
replaced. The Company may charge for its expenses in replacing a Note. 
 Every replacement Note is an additional obligation of
the Company and will be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder. 
 Section 2.08 Outstanding Notes. 
 The Notes outstanding at any time
are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those
described in this Section as not outstanding. Except as set forth in Section 2.09 hereof, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note. 

If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to
it that the replaced Note is held by a protected purchaser. 
 If the principal amount of any Note is considered paid under
Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue. 
 If the Paying Agent (other than
the Company, a Subsidiary or an Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes will be deemed to be no longer outstanding and will
cease to accrue interest. 
 Section 2.09 Treasury Notes. 
 In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Company, or by any Person directly or indirectly
controlling or controlled by or under direct or indirect common control with the Company, will be considered as though not outstanding, except that for the purposes of determining whether the Trustee will be protected in relying on any such
direction, waiver or consent, only Notes that a Responsible Officer of the Trustee actually knows are so owned will be so disregarded. 

Section 2.10 Temporary Notes. 
 Until certificates representing Notes are ready for delivery, the Company may prepare and the Trustee, upon receipt of an Authentication Order, will authenticate temporary Notes. Temporary Notes will be
substantially in the form of certificated Notes but may have variations that the Company considers appropriate for temporary Notes and as may be reasonably acceptable to the Trustee. Without unreasonable delay, the Company will prepare and the
Trustee will authenticate definitive Notes in exchange for temporary Notes. 

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

 Section 2.11 Cancellation. 
 The Company at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent will forward to the Trustee any Notes surrendered to them for registration of transfer, exchange
or payment. The Trustee and no one else will cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and will dispose of such canceled Notes (subject to the record retention requirement of the
Exchange Act) in its customary manner. Certification of the destruction of all canceled Notes will be delivered to the Company. The Company may not issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee for
cancellation. 
 Section 2.12 Defaulted Interest. 
 If the Company defaults in a payment of interest on the Notes, it will pay the defaulted interest in any lawful manner, which will be at a rate of an additional 2% per annum, plus, to the extent
lawful, interest payable on the defaulted interest, to the Holders thereof. If the Company pays the defaulted interest prior to 30 days of the default in payment of interest, payment shall be paid to the record Holder of the Notes as of the original
record date. If such default in payment of interest continues for 30 days, the Company will, in the case of Definitive Notes, establish a subsequent special Record Date, which date shall be the fifteenth day next preceding the date fixed by the
Company for the payment of defaulted interest. If no special record date is required to be established pursuant to the immediately preceding sentence, (i) in the case of Definitive Notes, Holders of record on the original Record Date shall be
entitled to such payment of defaulted interest and any such interest payable on the defaulted interest and (ii) in the case of Global Notes, Holders on the Defaulted Interest Payment Date (as defined in the next sentence) shall be to such
defaulted interest and any such interest payable on the defaulted interest. The Company shall notify the Trustee and Paying Agent in writing of the amount of the defaulted interest proposed to be paid on the Notes and the date of the proposed
payment (a “Defaulted Interest Payment Date”), and at the same time the Company shall deposit with the Trustee or Paying Agent an amount of money equal to the aggregate amount proposed to be paid in respect of such defaulted
interest or shall make arrangements satisfactory to the Trustee or Paying Agent for such deposit prior to the date of the proposed payment. 

Section 2.13 CUSIP Numbers. 
 The Company in issuing the Notes may use CUSIP numbers (if then generally in use), and, if so, the Trustee will use CUSIP 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 a redemption and that reliance may be placed only on the other identification numbers
printed on the Notes, and any such redemption will not be affected by any defect in or omission of such numbers. The Company will promptly notify the Trustee of any change in the CUSIP numbers. 

  
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 Section 2.14 Issuance of Additional Notes. 

The Company will be entitled, from time to time, subject to its compliance with Section 4.09 hereof, without consent of the Holders,
to issue Additional Notes under this Indenture with identical terms as the Initial Notes other than with respect to (i) the date of issuance, (ii) the issue price, (iii) the amount of interest payable on the first interest payment
date and (iv) any adjustments in order to conform to and ensure compliance with the Securities Act (or other applicable securities laws). The Initial Notes and any Additional Notes (including Additional Notes issued in respect of any interest
payment on the Notes) will be treated as a single class for all purposes under this Indenture. 
 With respect to any Additional
Notes, the Company will set forth in an Officers’ Certificate pursuant to a resolution of the Board of Directors of the Company, copies of which will be delivered to the Trustee, the following information: 

(1) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture;

 (2) the issue price, the issue date and the CUSIP number of such Additional Notes; and 

(3) whether such Additional Notes will be Transfer Restricted Securities. 

ARTICLE 3. 

REDEMPTION AND PREPAYMENT 

Section 3.01 Notices to Trustee. 
 If the Company elects to redeem Notes pursuant to the optional redemption provisions of Section 3.07 hereof, it must furnish to the Trustee, at least 30 days but not more than 60 days before a
redemption date, an Officers’ Certificate setting forth: 
 (1) the clause of this Indenture pursuant to
which the redemption shall occur; 
 (2) the redemption date; 

(3) the principal amount of Notes to be redeemed; and 

(4) the redemption price. 
 Section 3.02 Selection of Notes to Be Redeemed or Purchased. 
 If less
than all of the Notes are to be redeemed at any time, the Trustee will select Notes for redemption as follows: 

(1) if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal
national securities exchange on which the Notes are listed; or 

  
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 (2) if the Notes are not listed on any national securities exchange, on a
pro rata basis, by lot or by such method as the Trustee shall deem appropriate. 
 In the event of partial redemption or
purchase by lot, the particular Notes to be redeemed or purchased will be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the redemption or purchase date by the Trustee from the outstanding Notes not
previously called for redemption or purchase. 
 The Trustee will promptly notify the Company in writing of the Notes selected
for redemption or purchase and, in the case of any Note selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Notes and portions of Notes selected will be in amounts of $1,000 or whole multiples of
$1,000; except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed or purchased. Except as provided in the preceding
sentence, provisions of this Indenture that apply to Notes called for redemption or purchase also apply to portions of Notes called for redemption or purchase. 
 Section 3.03 Notice of Redemption. 
 Subject to the provisions of
Section 3.09 hereof, at least 30 days but not more than 60 days before a redemption date, the Company will mail or cause to be mailed, by first class mail, a notice of redemption to each Holder whose Notes are to be redeemed at its registered
address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture pursuant to Articles 8 or 11 of
this Indenture. 
 The notice will identify the Notes (including CUSIP numbers) to be redeemed and will state: 

(1) the redemption date; 
 (2) the redemption price; 
 (3) if any Note is being redeemed in
part, the portion of the principal amount of such Note 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 will be issued upon cancellation of the
original Note; 
 (4) the name and address of the Paying Agent; 

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

(6) that, unless the Company defaults in making such redemption payment, interest on Notes called for redemption ceases to
accrue on and after the redemption date; 
 (7) the paragraph of the Notes and/or Section of this Indenture
pursuant to which the Notes called for redemption are being redeemed; and 

  
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 (8) that no representation is made as to the correctness or accuracy of the
CUSIP number, if any, listed in such notice or printed on the Notes. 
 At the Company’s request, the Trustee will give the
notice of redemption in the Company’s name and at its expense; provided, however, that the Company has delivered to the Trustee, at least 45 days prior to the redemption date, an Officers’ Certificate requesting that the Trustee
give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph. 
 Section 3.04
Effect of Notice of Redemption. 
 Once notice of redemption is mailed in accordance with Section 3.03 hereof, Notes
called for redemption become irrevocably due and payable on the redemption date at the redemption price. A notice of redemption may not be conditional. 
 Section 3.05 Deposit of Redemption or Purchase Price. 
 One Business
Day prior to the redemption or purchase price date, the Company will deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption or purchase price of, and accrued interest on, all Notes to be redeemed or purchased on
that date. The Trustee or the Paying Agent will promptly return to the Company any money deposited with the Trustee or the Paying Agent by the Company in excess of the amounts necessary to pay the redemption or purchase price of, and accrued
interest on, all Notes to be redeemed or purchased. 
 If the Company complies with the provisions of the preceding paragraph,
on and after the redemption or purchase date, interest will cease to accrue on the Notes or the portions of Notes called for redemption or purchase. If a Note is redeemed or purchased on or after an interest record date but on or prior to the
related interest payment date, then any accrued and unpaid interest shall be paid to the Person in whose name such Note was registered at the close of business on such record date. If any Note called for redemption or purchase is not so paid upon
surrender for redemption or purchase because of the failure of the Company to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption or purchase date until such principal is paid, and to the extent
lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof. 

Section 3.06 Notes Redeemed or Purchased in Part. 
 Upon surrender of a Note that is redeemed or purchased in part, the Company will issue and, upon receipt of an Authentication Order, the Trustee will authenticate for the Holder at the expense of the
Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Note surrendered. 
 Section 3.07 Optional
Redemption. 
 At any time, the Company may on any one or more occasions redeem all or a part of the Notes upon not less
than 30 nor more than 60 days’ notice, at a price equal to the principal amount outstanding under the Notes (including any Additional Notes issued in respect of interest payments) plus accrued and unpaid interest on the Notes redeemed to the
applicable redemption date (subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date). 

  
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 Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions
of Section 3.01 through 3.06 hereof. 
 Section 3.08 Mandatory Redemption. 

(1) Except as set forth in this Section 3.08 and under Sections 3.09, 4.10 and 4.15, the Company shall not be
required to make mandatory redemption or sinking fund payments with respect to the Notes. 
 (2) If the Notes
would otherwise constitute “applicable high yield discount obligations” within the meaning of Section 163(i)(1) of the Code and are subject to the interest deduction disallowance rule of Section 163(e)(5)(A)(i) of the Code, at
the end of the first accrual period ending after the fifth anniversary of the actual date of issuance (the “AHYDO Redemption Date”), the Company will be required to redeem for cash a portion of each Note then outstanding equal to the
“Mandatory Principal Redemption Amount” (such redemption, a “Mandatory Principal Redemption”). The redemption price for the portion of each Note redeemed pursuant to a Mandatory Principal Redemption will be 100% of the principal
amount of such portion plus any accrued interest thereon on the date of redemption. The “Mandatory Principal Redemption Amount” means the portion of a Note required to be redeemed to prevent such Note from being treated as an
“applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code. No partial redemption or repurchase of the Notes prior to the AHYDO redemption date pursuant to any other provision of this Indenture
will alter the Company’s obligation to make the Mandatory Principal Redemption with respect to any Notes that remain outstanding on the AHYDO Redemption Date. 
 Section 3.09 Offer to Purchase by Application of Excess Proceeds. 
 In
the event that, pursuant to Section 4.10 hereof, the Company is required to commence an offer to all Holders to purchase Notes (an “Asset Sale Offer”), it will follow the procedures specified below. 

The Asset Sale Offer shall be made to all Holders and, at the option of the Company (unless otherwise required by the terms thereof), all
holders of other Indebtedness that is pari passu with the Notes pursuant to Section 4.10. The Asset Sale Offer will remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Days,
except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than three Business Days after the termination of the Offer Period (the “Purchase Date”), the
Company will apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such other pari passu Indebtedness (on a pro rata basis, if applicable) or, if less than the Offer Amount has been
tendered, all Notes and other Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so purchased will be made in the same manner as interest payments are made. 

  
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 If the Purchase Date is on or after an interest record date and on or before the related
interest payment date, any accrued and unpaid interest will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Notes pursuant to the
Asset Sale Offer. 
 Upon the commencement of an Asset Sale Offer, the Company will send, by first class mail, a notice to the
Trustee and each of the Holders. The notice will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The notice, which will govern the terms of the Asset Sale Offer, will state:

 (1) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof
and the length of time the Asset Sale Offer will remain open; 
 (2) the Offer Amount, the purchase price and the
Purchase Date; 
 (3) that any Note not tendered or accepted for payment will continue to accrue interest;

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

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

 (9) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to
the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). 

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

Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to
the provisions of Sections 3.01 through 3.06 hereof. 
 ARTICLE 4. 

COVENANTS 

Section 4.01 Payment of Notes. 
 The Company will pay or cause to be paid the principal of, premium, if any, and interest on the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest will be
considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 10:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and
sufficient to pay all principal, premium, if any, and interest then due. 
 The Company will 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 will pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest at the same rate to the extent lawful. 
 Section 4.02
Maintenance of Office or Agency. 
 The Company will maintain in the Borough of Manhattan, the City of New York, an
office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in
respect of the Notes and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails to maintain any such
required office or agency or fails to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. 

  
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 The Company may also from time to time designate one or more other offices or agencies where
the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will in any manner relieve the Company of its obligation to
maintain an office or agency in the Borough of Manhattan, the City of New York for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other
office or agency. 
 The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the
Company in accordance with Section 2.03 hereof. 
 Section 4.03 Financial Statements. 

(a) So long as any Notes are outstanding, the Company will furnish to the Holders of Notes or cause the Trustee to furnish to the Holders
of Notes within the time periods specified in the SEC’s rules and regulations for a filer that is not an “accelerated filer” as defined by such rules and regulations: 

(1) substantially the same quarterly and annual financial information that would be required to be contained in a filing
with the SEC on Forms 10-Q and 10-K, if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information
only, a report on the annual financial statements by the Company’s independent registered public accounting firm; and 
 (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. 

Notwithstanding the foregoing, annual financial information for the fiscal year ended December 27, 2008 of the type required by
clause (1) above shall be furnished to the Holders on or before May 26, 2009 and quarterly financial information for the fiscal quarter ended March 28, 2009 of the type required by clause (1) above shall be furnished to the
Holders by no later than May 26, 2009. 
 Nothing in this indenture shall cause the Company to be required to comply with
Section 404 of the Sarbanes-Oxley Act of 2002. The Company shall furnish reports referred to in the clauses (1) and (2) above by publicly posting the applicable report on its website within the time periods specified for such report
by this Section 4.03 which shall be available to the general public and a password shall not be required. 
 (b) In
addition, the Company and the Guarantors, if any, agree that, for so long as any Notes remain outstanding, they will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be
delivered pursuant to Rule 144A(d)(4) under the Securities Act. 

  
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 Section 4.04 Compliance Certificate. 

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

Section 4.05 Taxes. 
 The Company
will pay, and will cause each of its Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies except such as are contested in good faith and by appropriate proceedings or where the failure to effect such
payment is not adverse in any material respect to the Holders of the Notes. 
 Section 4.06 Stay, Extension and Usury Laws.

 Each of the Company and the Guarantors, if any, covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this
Indenture; and each of the Company and the Guarantors, if any, (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or
impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law has been enacted. 
 Section 4.07 Restricted Payments. 
 (a) The Company will not, and will
not permit any of its Restricted Subsidiaries to, directly or indirectly: 
 (1) declare or pay any dividend or
make any other payment or distribution on account of the Company’s or any of its Restricted Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger or


  
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consolidation involving the Company or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Company’s or any of its Restricted Subsidiaries’ Equity Interests
in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company); 
 (2) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or
any direct or indirect parent of the Company (other than any such Equity Interests owned by the Company or any Restricted Subsidiary of the Company); 
 (3) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value, any Indebtedness of the Company or any Guarantor that is subordinated to the Existing
Notes (including any Subsidiary Guarantees related to either the Existing Notes) or the Notes or any Subsidiary Guarantee (excluding, in each case, any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries),
except (i) a payment of interest or principal at the Stated Maturity thereof or (ii) a payment, purchase, redemption, defeasance, acquisition or retirement of any such Indebtedness in anticipation of satisfying a sinking fund obligation,
principal installment or final maturity, in each case due within one year of the date of payment, purchase, redemption, defeasance, acquisition or retirement; or 

(4) make any Restricted Investment 
 (b) (all such payments and other actions set forth in these clauses (1) through (4) above being collectively referred to as “Restricted Payments”), unless, at the
time of and after giving effect to such Restricted Payment: 
 (1) no Default or Event of Default has occurred
and is continuing or would occur as a consequence of such Restricted Payment; 
 (2) the Company would, at the
time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness
pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09; and 

(3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and
its Restricted Subsidiaries since the date of this Indenture (excluding Restricted Payments permitted by clauses (2), (3), (4), (6), (8), (10) and (13) of paragraph (c) of this Section 4.07 below), is less than the sum, without
duplication, of: 
 (A) 50% of the Consolidated Net Income of the Company for the period (taken as one accounting
period) from April 1, 2009, 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, less 100% of such deficit), plus  

  
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 (B) 100% of (i) the aggregate net cash proceeds received by the Company
since the date of this Indenture as a contribution to its common equity capital or from the issue or sale of Equity Interests of the Company (other than Disqualified Stock) or from the issue or sale of Disqualified Stock or debt securities of the
Company which Disqualified Stock or debt securities have been converted into or exchanged for such Equity Interests (other than Equity Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of the Company) and (ii) Qualified
Holdco Proceeds, plus 
 (C) to the extent that any Restricted Investment that was made after the date of
this Indenture is sold or otherwise liquidated or repaid, 100% of any cash received in connection therewith, plus  
 (D) to the extent that any Unrestricted Subsidiary of the Company is redesignated as a Restricted Subsidiary or a merger or consolidation of any Unrestricted Subsidiary into the Company or any of its
Restricted Subsidiaries occurs, in each case after the date of this Indenture, the Fair Market Value of the Company’s Investment in such Subsidiary as of the date of such redesignation or such merger or consolidation, plus  

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

(c) The provisions of Section 4.07(a) will not prohibit: 

(1) the payment of any dividend within 60 days after the date of declaration of the dividend, if at the date of
declaration the dividend payment would have complied with the provisions of this Indenture; 
 (2) the making of
any Restricted Payment in exchange for, or out of the net cash proceeds of the sale within 30 days (other than to a Subsidiary of the Company) of, Equity Interests of the Company (other than Disqualified Stock) or from the contribution within 30
days of common equity capital to the Company to the extent exchanged for Equity Interests of the Company; provided that the amount of any such net cash proceeds that are utilized for any such Restricted Payment will be excluded from
Section 4.07(b)(3)(B) above; 
 (3) the defeasance, redemption, repurchase or other acquisition of
Indebtedness of the Company or any Guarantor that is contractually subordinated to the Notes or to any Subsidiary Guarantee with the net cash proceeds from an incurrence within 30 days of Permitted Refinancing Indebtedness; 

(4) the payment of any dividend or other distribution (or, in the case of any partnership or limited liability company,
any similar distribution) by a Restricted Subsidiary of the Company to the Holders of its Equity Interests on a pro rata basis; 

  
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 (5) the repurchase, redemption or other acquisition or retirement for value
of any Equity Interests of the Company or any direct or indirect parent of the Company held by any present, future or former officer, director, employee or consultant of the Company or any of its Restricted Subsidiaries pursuant to any equity
subscription agreement, stock option agreement, management equity agreement, shareholders’ agreement or similar agreement; provided that such repurchase, redemption or other acquisition or retirement occurs within 60 days that such
person ceases to be such an officer, director, employee or consultant; 
 (6) the repurchase of Equity Interests
deemed to occur upon the exercise of stock options to the extent such Equity Interests represent a portion of the exercise price of those stock options; 
 (7) so long as no Default has occurred and is continuing or would be caused thereby, the declaration and payment of regularly scheduled or accrued dividends to (i) Holders of any class or series of
Disqualified Stock of the Company or any class or series of Disqualified Stock or preferred stock of any Guarantor issued on or after the date of this Indenture pursuant to Section 4.09(a) below and (ii) Holders of any class or series of
preferred stock (other than Disqualified Stock) of the Company issued after the date of this Indenture; provided that at the time of such issuance and after giving pro forma effect thereto, the Company would have been able to incur at least
$1.00 of additional Indebtedness pursuant to Section 4.09(a); 
 (8) any payments made by the Company in
connection with the Refinancing Transactions; 
 (9) payments, advances, loans or expense reimbursements made to
any direct or indirect parent corporation of the Company to permit the payment by such entity of reasonable general operating expenses, accounting, legal, corporate reporting and administrative expenses incurred in the ordinary course of its
business in an amount not to exceed $1.0 million per annum (or $2.0 million per annum after the consummation of an Initial Public Offering by any direct or indirect parent of the Company); 

(10) (A) for so long as the Company is a member of a group filing a consolidated or combined tax return with a parent
corporation, payments to the parent in respect of an allocable portion of the tax liabilities of such group that is attributable to the Company and its Subsidiaries (“Tax Payments”); provided, that the Tax Payments
shall not exceed the lesser of (i) the amount of the relevant tax (including any penalties and interest) that the Company would owe if the Company were filing a separate tax return (or a separate consolidated or combined return with its
Subsidiaries that are members of the consolidated or combined group), taking into account any carryovers and carrybacks of tax attributes (such as net operating losses) of the Company and such Subsidiaries from other taxable years and (ii) the
net amount of the relevant tax that the parent actually owes to the appropriate taxing authority; provided, further, that any Tax Payments received from the Company shall be paid over to the appropriate taxing authority within 30 days
of the parent’s receipt of such Tax Payments or refunded to the Company or (B) for so long as the company is organized as a limited liability company or partnership, the payment of Permitted Tax Distributions; 

  
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 (11) the repurchase, redemption or other acquisition or retirement for value
of Indebtedness that is subordinated to the notes or any Subsidiary Guarantee with Excess Proceeds to the extent such Excess Proceeds are permitted to be used for general corporate purposes under Section 4.10; 

(12) other Restricted Payments in an amount not to exceed $5.0 million; 

(13) dividends, advances, loans or other distributions to any direct or indirect parent of the Company to enable such
entity to make any payment of interest or principal on any Qualified Holdco Indebtedness; provided that any such dividend, advance, loan or other distribution is used promptly by such parent solely to make such payment; and 

(14) the repurchase, redemption or other acquisition for value of Capital Stock of the Company or any direct or indirect
parent of the Company representing fractional shares of such Capital Stock in connection with a merger, consolidation, amalgamation or other combination involving the Company or any direct or indirect parent of the Company. 

The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the
asset(s) or securities proposed to be transferred or issued by the Company or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The Fair Market Value of any assets or securities that are required to be valued by
this Section 4.07 will be determined by the Board of Directors whose resolution with respect thereto shall be delivered to the Trustee. The Board of Directors’ determination must be based upon an opinion or appraisal issued by an
accounting, appraisal or investment banking firm of national standing if the Fair Market Value exceeds $5.0 million. 
 Section 4.08
Dividend and Other Payment Restrictions Affecting Subsidiaries. 
 (a) The Company will not, and will not permit any of
its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: 

(1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted
Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to the Company or any of its Restricted Subsidiaries; 

(2) make loans or advances to the Company or any of its Restricted Subsidiaries; or 

(3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. 

  
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 (b) The restrictions in Section 4.08(a) will not apply to encumbrances or restrictions
existing under or by reason of: 
 (1) agreements governing Existing Indebtedness and Credit Facilities as in
effect on the date of this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements, provided that the amendments, modifications, restatements,
renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this
Indenture; 
 (2) this Indenture, the Notes and any Subsidiary Guarantees; 

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

(4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted
Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any
Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be
incurred; 
 (5) customary non-assignment provisions in contracts and licenses entered into in the ordinary
course of business; 
 (6) purchase money obligations for property acquired in the ordinary course of business
and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a); 
 (7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; 

(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such
Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; 

(9) any Indebtedness secured by a Lien that was otherwise permitted to be incurred under Sections 4.09 and 4.12 that
limits the right of the debtor to dispose of the assets subject to such Lien; 
 (10) provisions limiting the
disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with the approval of the Company’s Board of
Directors, which limitation is applicable only to the assets that are the subject of such agreements; 

  
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 (11) restrictions on cash or other deposits or net worth imposed by
customers under contracts entered into in the ordinary course of business; 
 (12) Indebtedness or other
contractual requirements or restrictions of a Receivables Subsidiary in connection with a Qualified Receivables Transaction, provided that such restrictions apply only to such Receivables Subsidiary; 

(13) Indebtedness of a Foreign Subsidiary incurred pursuant to clause (13) of Section 4.09(b) below
provided that such restrictions apply only to such Foreign Subsidiary; 
 (14) Indebtedness incurred
pursuant to clause (14) of Section 4.09(b) below; provided, however, that the Board of Directors of the Company determines in good faith at the time such dividend or other payment restrictions are created that they do not
materially adversely affect the Company’s ability to fulfill its Obligations under the Notes; and 
 (15)
any encumbrances or restrictions of the type referred to in clauses (1), (2) and (3) of this Section 4.08(a) imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or
refinancings of the contracts, instruments or obligations referred to in clauses (1) through (14) above, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or
refinancings are, in the good faith judgment of the Company’s Board of Directors, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such
amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. 
 Section 4.09 Incurrence
of Indebtedness and Issuance of Preferred Stock. 
 (a) The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness
(including Acquired Debt), and the Company will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that the Company may incur Indebtedness
(including Acquired Debt) or issue Disqualified Stock, and the Guarantors may incur Indebtedness (including Acquired Debt) or issue preferred stock, if the Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal
quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or preferred stock is issued would have been at least 2.5 to 1, 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 Disqualified Stock or the preferred stock had been issued, as the case may be, at the beginning of such
four-quarter period. 

  
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 (b) The provisions of Section 4.09(a) will not prohibit the incurrence of any of the
following items of Indebtedness (collectively, “Permitted Debt”): 
 (1) the incurrence
by the Company and any of its Restricted Subsidiaries of additional Indebtedness under Credit Facilities and/or the incurrence by a Receivables Subsidiary of Indebtedness pursuant to a Qualified Receivables Transaction in an aggregate principal
amount at any one time outstanding under this clause (1)(with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Company and its Restricted Subsidiaries thereunder) not to exceed the greater of
(i) $200.0 million and (ii) the amount of the Borrowing Base, in each case less the aggregate amount of all Net Proceeds of Asset Sales applied by the Company or any of its Restricted Subsidiaries since the date of this Indenture to
repay any term Indebtedness under a Credit Facility or to repay any revolving credit Indebtedness under a Credit Facility and effect a corresponding commitment reduction thereunder pursuant to Section 4.10 and less the aggregate amount
of all other permanent commitment reductions with respect to the total commitments under revolving credit borrowings under a Credit Facility and Qualified Receivables Transactions that have been made by the Company or any of its Restricted
Subsidiaries since the date of this Indenture; 
 (2) the incurrence by the Company and its Restricted
Subsidiaries of the Existing Indebtedness; 
 (3) the incurrence by the Company and any Guarantors of
Indebtedness represented by the Notes (including any Additional Notes issued in respect of interest payments) and any Subsidiary Guarantees to be issued from time to time under this Indenture and the incurrence by the Company and any Guarantors of
Indebtedness represented by the Existing Notes and any Subsidiary Guarantees to be issued from time to time under the indenture governing the Existing Notes (which Indebtedness shall rank pari passu with each other); 

(4) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness (including Capital Lease
Obligations, mortgage financings or purchase money obligations), in each case, incurred for the purpose of financing all or any part of the purchase price or cost of design, construction, installation or improvement or lease of property (real or
personal), plant or equipment (whether through the direct acquisition of such assets or the acquisition of Capital Stock of any Person owning such assets) within 180 days thereafter used in the business of the Company or any of its Restricted
Subsidiaries, in an aggregate principal amount at any time outstanding, including all Permitted Refinancing Indebtedness incurred to refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (4), not to
exceed the greater of (i) $10.0 million and (ii) 2.5% of Total Assets; 
 (5) the incurrence by the
Company or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance, replace, defease or discharge Indebtedness (other than intercompany Indebtedness) that
was permitted by this Indenture to be incurred under clause (a) of this Section 4.09 or clauses (2), (3), (4), (5), (13) or (14) of this Section 4.09(b); 

  
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 (6) the incurrence by the Company or any of its Restricted Subsidiaries of
intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries; provided, however, that such Indebtedness incurred after the Issue Date must be expressly subordinated to the prior payment in full in cash of all
Obligations then due with respect to the Notes, in the case of the Company, or the Subsidiary Guarantee, in the case of a Guarantor; 
 (7) the issuance by any of the Company’s Restricted Subsidiaries to the Company or to any of its Restricted Subsidiaries of shares of preferred stock; provided, however, that: 

(a) any subsequent issuance or transfer of Equity Interests that results in any such preferred stock being held by a
Person other than the Company or a Restricted Subsidiary of the Company; and 
 (b) any sale or other transfer of
any such preferred stock to a Person that is not either the Company or a Restricted Subsidiary of the Company; 
 will be deemed,
in each case, to constitute an issuance of such preferred stock by such Restricted Subsidiary that was not permitted by this clause (7); 
 (8) the incurrence by the Company or any of its Restricted Subsidiaries of Hedging Obligations in the ordinary course of business; 

(9) the guarantee by (i) the Company or any of the Guarantors of any Indebtedness of the Company or a Guarantor and
(ii) any Restricted Subsidiary of the Company that is not a Guarantor of any Indebtedness of the Company or any Restricted Subsidiary of the Company, in each case that was permitted to be incurred by another provision of this Section 4.09;
provided that if the Indebtedness being guaranteed is subordinated to or pari passu with the Notes, then the guarantee shall be subordinated to the same extent as the Indebtedness guaranteed; 

(10) 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, without limitation, in respect of workers’ compensation claims or self insurance, other Indebtedness with respect to reimbursement type obligations regarding
workers’ compensation claims and obligations in respect of performance and surety bonds provided by the Company or any Restricted Subsidiary of the Company in the ordinary course of business; 

(11) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness arising from the honoring by a
bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, so long as such Indebtedness is covered within five business days; 

(12) Indebtedness arising from agreements of the Company or a Restricted Subsidiary of the Company providing for
indemnification, adjustment of purchase price or similar obligations, in each case, incurred in connection with the acquisition or 

  
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disposition of any business, assets or a Restricted Subsidiary of the Company in accordance with the terms of this Indenture, other than guarantees of Indebtedness incurred by any Person
acquiring all or any portion of such business, assets or Restricted Subsidiary for the purpose of financing such acquisition; provided that, with respect to any such disposition, the maximum aggregate liability in respect of all such
Indebtedness shall at no time exceed the gross proceeds actually received by the Company and its Restricted Subsidiaries in connection with such disposition; 
 (13) the incurrence of Indebtedness and/or the issuance of preferred stock by Foreign Subsidiaries; provided that the aggregate principal amount of Indebtedness incurred pursuant to this clause
(13), including all Permitted Refinancing Indebtedness incurred to refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (13), and the aggregate liquidation value of all preferred stock issued pursuant to
this clause (13), does not exceed $10.0 million at any one time outstanding; and 
 (14) the incurrence by the
Company or any of its Restricted Subsidiaries of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to refund, refinance,
replace, defease or discharge any Indebtedness incurred pursuant to this clause (14), not to exceed $15.0 million. 
 The
Company will not incur, and will not permit any Guarantor to incur, any Indebtedness (including Permitted Debt) that is contractually subordinated in right of payment to any other Indebtedness of the Company or such Guarantor unless such
Indebtedness is also contractually subordinated in right of payment to the Notes and the applicable Subsidiary Guarantee on substantially identical terms; provided, however, that no Indebtedness will be deemed to be contractually subordinated
in right of payment to any other Indebtedness of the Company solely by virtue of being unsecured or by virtue of being secured on a first or junior Lien basis. 
 For purposes of this Section 4.09, any Qualified Holdco Indebtedness incurred in reliance upon the Company’s ability to incur Permitted Debt will be treated as incurred by the Company for
purposes of determining whether additional Permitted Debt can be incurred for so long as such Qualified Holdco Indebtedness remains outstanding. For purposes of determining compliance with this Section 4.09, in the event that an item of
proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (14) above, or is entitled to be incurred pursuant to clause (a) of this Section 4.09, the Company
will be permitted to classify such item of Indebtedness on the date of its incurrence, or later reclassify all or a portion of such item of Indebtedness, in any manner that complies with this Section 4.09. Indebtedness under the Credit
Agreement outstanding on the date on which Notes are first issued and authenticated under this Indenture will initially be deemed to have been incurred on such date in reliance on the exception provided by clause (1) of the definition of
Permitted Debt. The accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends on Disqualified
Stock in the form of additional shares of the same class of Disqualified Stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock for purposes of this Section 4.09; provided, in each such case,
that the amount thereof is included in Fixed Charges of the Company as accrued. 

  
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 Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness
that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.09 shall not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values. The principal amount of any Indebtedness supported
by a letter of credit issued under a Credit Facility in accordance with clause (1) above of this Section 4.09(b) shall not be deemed a separate incurrence of Indebtedness for purposes of this Section 4.09, but only to the extent of
the stated amount of such letter of credit. 
 The amount of any Indebtedness outstanding as of any date will be: 

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

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

(3) in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of:

 (A) the Fair Market Value of such asset at the date of determination, and 

(B) the amount of the Indebtedness of the other Person. 
 Section 4.10 Asset Sales. 
 (a) The Company will not, and will not
permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: 
 (1) the Company (or the
Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of; 

(2) in the event of an Asset Sale involving assets or Equity Interests having a Fair Market Value in excess of $2.0
million, such Fair Market Value as is determined by the Company’s Chief Financial Officer and set forth in an Officers’ Certificate delivered to the Trustee; and 

(3) at least 75% of the consideration received in the Asset Sale by the Company or such Restricted Subsidiary is in the
form of cash. For purposes of this provision, each of the following shall be deemed to be cash: 
 (A) any liabilities, as shown
on the Company’s most recent consolidated balance sheet, of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary Guarantee) that are
assumed by the 

  
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transferee of any such assets pursuant to a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability; 

(B) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are
converted by the Company or such Restricted Subsidiary into cash within 90 days following the consummation of such Asset Sale, to the extent of the cash received in that conversion; 

(C) Designated Noncash Consideration; and 
 (D) any stock or assets of the kind referred to in clauses (2) or (4) of the next paragraph of this covenant. 
 (b) Within 180 days after the receipt of any Net Proceeds from an Asset Sale, the Company (or the applicable Restricted Subsidiary, as the case may be) may apply those Net Proceeds at its option:

 (1) to repay Indebtedness and other Obligations under Credit Facilities and, if the Indebtedness repaid is
revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto; 
 (2) to acquire all
or substantially all of the assets of, or any Capital Stock of, another Permitted Business, if, after giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary of the Company; 

(3) to make capital expenditures; 
 (4) to acquire other assets that are used or useful in a Permitted Business; and/or 
 (5) any combination of the foregoing. 
 Pending the final application of any Net
Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture. 
 Any Net Proceeds from Asset Sales that are not applied or invested as provided in Section 4.10(b) above will constitute “Excess Proceeds.” When the aggregate amount of Excess
Proceeds exceeds $10.0 million, the Company will make an Asset Sale Offer to all Holders of Notes and at the option of the Company (unless otherwise required by the terms thereof), all holders of other Indebtedness that is pari passu with the
Notes to purchase the maximum principal amount of Notes and such other pari passu Indebtedness, if applicable, that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of principal amount
plus accrued and unpaid interest to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consumption of an Asset Sale Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by this
Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness 

  
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tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis.
Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. 
 The Company will comply with
the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To
the extent that the provisions of any securities laws or regulations conflict with the provisions of Sections 3.09 or 4.10 of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have
breached its obligations under those provisions of this Indenture by virtue of such conflict. 
 Section 4.11 Transactions with
Affiliates. 
 (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or
sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for
the benefit of, any Affiliate of the Company (each, an “Affiliate Transaction”), unless: 

(1) the Affiliate Transaction is on terms that are no less favorable to the Company or the 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; and 
 (2) the Company delivers to the Trustee: 
 (A) with respect to any
Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $2.0 million, a resolution of the Board of Directors set forth in an Officers’ Certificate certifying that such Affiliate
Transaction complies with clause (1) of this Section 4.11(a) and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors; and 

(B) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate
consideration in excess of $5.0 million, an opinion as to the fairness to the Company or such Subsidiary of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing.

 (b) The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions
of Section 4.11(a): 
 (1) any employment or other compensation arrangement or agreement, employee benefit
plan, officer and director indemnification agreement or any similar arrangement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business; 

  
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 (2) transactions between or among the Company and any of its Restricted
Subsidiaries and transactions between the Company or any of its Restricted Subsidiaries and a Receivables Subsidiary and a Receivables Subsidiary and any Person in which the Receivables Subsidiary has an Investment; 

(3) transactions with a Person (other than an Unrestricted Subsidiary of the Company) that is an Affiliate of the Company
solely because the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person; 
 (4) payment of reasonable directors’ fees to Persons who are not otherwise Affiliates of the Company or otherwise affiliated with Bain Capital Investors, LLC or its affiliates, and the payment of
customary indemnification to directors and officers of the Company or any direct or indirect parent of the Company; 
 (5) any issuance or sale of Equity Interests (other than Disqualified Stock) of the Company to Affiliates of the Company; 

(6) Restricted Payments that do not violate Section 4.07 of this Indenture; 

(7) loans or advances to employees or consultants in the ordinary course of business; 

(8) the Refinancing Transactions and the payment of all fees and expenses related to the Refinancing Transactions;

 (9) transactions affected pursuant to the Current Agreements as in effect on the date of this Indenture or any
amendment, modification or replacement thereof; provided that any payments required to be made by the Company or any of its Restricted Subsidiaries pursuant to any such agreement after the effectiveness of any such amendment, modification or
replacement are no greater than the payments required to be made by the Company or any of its Restricted Subsidiaries pursuant to such agreement prior to the effectiveness of such amendment, modification or replacement; and 

(10) 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 that are on terms no less favorable than those that would have been obtained in a comparable transaction with an unrelated party or that have been approved by a
majority of the disinterested members of the Board of Directors. 
 Section 4.12 Liens. 

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly create, incur, assume or suffer
to exist any Lien of any kind (other than Permitted Liens) upon any of their property or assets, now owned or hereafter acquired, unless all payments due under this Indenture and the Notes are secured on an equal and ratable basis with the
Obligations so secured until such time as such Obligations are no longer secured by a Lien. 

  
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 Section 4.13 Business Activities. 

The Company will not, and will not permit any of its Restricted Subsidiaries to, engage in any business other than Permitted Businesses,
except to such extent as would not be material to the Company and its Restricted Subsidiaries taken as a whole. 
 Section 4.14
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: 
 (1) its corporate existence, and the corporate, partnership or
other existence of each of its Subsidiaries, in accordance with the respective organizational documents (as the same may be amended from time to time) of the Company or any such Subsidiary; and 

(2) the rights (charter and statutory), licenses and franchises of the Company and its Subsidiaries; provided,
however, that the Company shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Subsidiaries, if the Board of Directors shall determine that the preservation
thereof is no longer desirable in the conduct of the business of the Company and its Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material respect to the Holders of the Notes. 

Section 4.15 Offer to Repurchase Upon Change of Control. 
 (a) If a Change of Control occurs, each Holder of Notes will have the right to require the Company to repurchase all or any part (with a minimum principal amount of $1,000 or an integral multiple of $1.00
in excess thereof) of that Holder’s Notes (a “Change of Control Offer”) at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest on the Notes
repurchased, to the date of purchase, subject to the rights of Noteholders on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30
days following any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in the notice, which date
will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”). Such notice, which will govern the terms of the Change of Control Offer, will state:

 (1) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes
tendered will be accepted for payment; 
 (2) that any Note not tendered will continue to accrue interest;

 (3) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for
payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; 
 (4) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of


  
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Holder to Elect Purchase” on the reverse of the Notes completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding
the Change of Control Payment Date; 
 (5) that Holders will be entitled to withdraw their election if the Paying
Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes
delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and 
 (6) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be
equal to $1,000 in principal amount or an integral multiple of $1.00 in excess thereof. 
 The Company will comply with the
requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change in Control. To
the extent that the provisions of any securities laws or regulations conflict with the provisions of Sections 3.09 or 4.15 of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have
breached its obligations under Section 3.09 or this Section 4.15 by virtue of such compliance. 
 (b) On the Change of
Control Payment Date, the Company will, to the extent lawful: 
 (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 Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and 
 (3)
deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. 

The Paying Agent will promptly mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the
Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a
minimum principal amount of $1,000 or an integral multiple of $1.00 in excess thereof. 
 (c) The Company will not be required
to make a Change of Control Offer upon a Change of Control (1) 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 4.15 and
Section 3.09 hereof made by the Company and purchases all notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to this Indenture as described above under
Section 3.07, unless and until there is a default in payment of the applicable redemption price. 

  
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 Section 4.16 Designation of Restricted and Unrestricted Subsidiaries. 

The Board of Directors may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a
Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as unrestricted will be
deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 4.07(a) of this Indenture or under one or more clauses of the definition of Permitted Investments, as
determined by the Company. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors may
redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. 
 Section 4.17
Payments for Consent. 
 The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or
indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder of Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration
is offered to be paid and is paid to all Holders of the Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement. 

Section 4.18 Additional Subsidiary Guarantees. 
 If the Company or any of its Restricted Subsidiaries acquires or creates a Domestic Subsidiary after the date of this Indenture that at any time is or becomes a Material Subsidiary (other than a
Receivables Subsidiary), then that newly acquired or created Domestic Subsidiary will become a Guarantor and execute a supplemental indenture substantially in the form of Exhibit E hereto and deliver an Opinion of Counsel satisfactory to the Trustee
within ten Business Days of the first date after which it was acquired or created and constitutes a Material Subsidiary. The form of such Subsidiary Guarantee is attached as Exhibit D hereto. 

ARTICLE 5. 

SUCCESSORS 

Section 5.01 Merger, Consolidation, or Sale of Assets. 
 The Company shall not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation); or (2) sell, assign, transfer,
lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person; unless: 

(1) either: 
 (A) the Company is the surviving corporation; or 

  
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 (B) 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 has been made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state
of the United States or the District of Columbia; provided that if the Person is a partnership or limited liability company, a corporation wholly owned by such Person organized or existing under the laws of the U.S., any state of the U.S. or the
District of Columbia that does not and will not have any material assets or operations becomes a co-issuer of the Notes pursuant to a supplemental indenture substantially in the form of Exhibit E hereto. 

(2) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which
such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes and this Indenture pursuant to agreements reasonably satisfactory to the Trustee; 

(3) immediately after such transaction, no Default or Event of Default exists; and 

(4) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to
which such sale, assignment, transfer, lease, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the
beginning of the applicable four-quarter period, 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. 

In addition, the Company will not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more
related transactions, to any other Person. 
 (b) This Section 5.01 will not apply to: 

(1) a merger of the Company with an Affiliate solely for the purpose of reincorporating the Company in another
jurisdiction; 
 (2) any sale, transfer, assignment, conveyance, lease or other disposition of assets between or
among the Company and any of its Wholly Owned Restricted Subsidiaries; and 
 (3) any consolidation or merger
between or among the Company and any of the Guarantors. 
 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 a transaction that is 

  
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subject to, and that complies with the provisions of, 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, however, that the predecessor Company shall not be relieved from the obligation to pay the principal of and interest on the Notes except in the case of a sale of all of the Company’s assets in
a transaction that is subject to, and that complies with the provisions of, Section 5.01 hereof. 
 ARTICLE 6.

 DEFAULTS AND REMEDIES 
 Section 6.01 Events of Default. 
 (a) Each of the following is an
“Event of Default”: 
 (1) default for 30 days in the payment when due of interest on the
Notes; 
 (2) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or
premium, if any, on the Notes; 
 (3) failure by the Company or any of its Restricted Subsidiaries for 30 days
after notice to comply with any of the other agreements in this Indenture; 
 (4) default under any mortgage,
indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or
any of its Restricted Subsidiaries), whether such Indebtedness or guarantee now exists, or is created after the date of this Indenture, if that default: 
 (A) is caused by a failure to pay at final stated maturity (giving effect to any extension thereof) the principal amount of any Indebtedness prior to the expiration of the grace period provided in such
Indebtedness (a “Payment Default”); or 
 (B) results in the acceleration of such
Indebtedness prior to its express maturity, 
 and, in each case, the principal amount of any such Indebtedness, together with
the principal amount of any other such Indebtedness or the maturity of which has been so accelerated, aggregates $3.0 million or more; 
 (5) failure by the Company or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $10.0 million, which judgments are not paid, discharged or stayed for a period of 60 days
after such judgments become final and non-appealable; 

  
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 (6) except as permitted by this Indenture, any Subsidiary Guarantee (other
than a Subsidiary Guarantee issued by a Guarantor that is not a Significant Subsidiary) is held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person
acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Subsidiary Guarantee (other than a Subsidiary Guarantee issued by a Guarantor that is not a Significant Subsidiary); 

(7) 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 Bankruptcy Law: 
 (A) commences a voluntary case, 
 (B) consents to the entry of an
order for relief against it in an involuntary case, 
 (C) consents to the appointment of a custodian of it or
for all or substantially all of its property, 
 (D) makes a general assignment for the benefit of its creditors,
or 
 (E) generally is not paying its debts as they become due; 

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

(A) is for relief against 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 an involuntary case; 
 (B) appoints a custodian 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 
 (C) orders the liquidation of the Company or any of its Restricted Subsidiaries that is a Significant
Subsidiaries 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; and 
 (9) any Event of Default under the
Existing Notes Indenture. 

  
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 Section 6.02 Acceleration. 

In the case of an Event of Default specified in clause (7) or (8) of Section 6.01 hereof, with respect to the Company or
any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further
action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately; provided, that
so long as any Indebtedness permitted to be incurred pursuant to the Credit Agreement is outstanding, such acceleration will not be effective until the earlier of (1) the acceleration of such Indebtedness under the Credit Agreement or
(2) five Business Days after receipt by the Company of written notice of such acceleration. 
 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 or waive any existing Default or Event of Default and its consequences, except
as set forth under provisions (a)(1) and (a)(2) of Section 6.01. 
 Section 6.03 Other Remedies. 

If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal, premium
and interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture. 
 The Trustee may
maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default
shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law. 
 Section 6.04 Waiver of Past Defaults. 
 Holders of not less than a
majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the Notes waive an existing Default or Event of Default and its consequences hereunder, except a continuing Default
or Event of Default in the payment of the principal of, premium or interest on, the Notes (including in connection with an offer to purchase); provided, however, that the Holders of a majority in aggregate principal amount of the then
outstanding Notes may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall
be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. 
 Section 6.05 Control by Majority. 
 Holders of a majority in principal
amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. However, the Trustee may refuse to


  
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follow any direction that conflicts with law or this Indenture that the Trustee determines may be unduly prejudicial to the rights of other Holders of Notes or that may involve the Trustee in
personal liability. 
 Section 6.06 Limitation on Suits. 
 Except to enforce the right to receive payment of principal premium (if any) or interest when due, no Holder of a Note may pursue any remedy with respect to this Indenture or the Notes unless: 

(1) the Holder of a Note gives to the Trustee notice that an Event of Default is continuing; 

(2) the Holders of at least 25% in aggregate principal amount of the then outstanding Notes have requested the Trustee to
pursue the remedy; 
 (3) such Holder of a Note or Holders of Notes offer and, if requested, provide to the
Trustee security and indemnity satisfactory to the Trustee against any loss, liability or expense; 
 (4) the
Trustee does not comply with the request within 30 days after receipt of the request and the offer and, if requested, the provision of indemnity; and 
 (5) during such 30-day period the Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with the request. 

A Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority
over another Holder of a Note. 
 Section 6.07 Rights of Holders of Notes to Receive Payment. 

Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of principal, premium and
interest on the Note, on or after the respective due dates expressed in the Note (including in connection with an offer to purchase), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired
or affected without the consent of such Holder. 
 Section 6.08 Collection Suit by Trustee. 

If an Event of Default specified in Section 6.01(a)(1) or (2) occurs and is continuing, the Trustee is authorized to recover
judgment in its own name and as trustee of an express trust against the Company for the whole amount of principal of, premium 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. 

  
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 Section 6.09 Trustee May File Proofs of Claim. 

The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have
the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Company (or
any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the
reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To the extent that the payment of any such compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by
a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or
arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes
or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding. 

Section 6.10 Priorities. 
 If the Trustee collects any money pursuant to this Article 6, it shall pay out the money in the following order: 
 First: to the Trustee, its agents and attorneys for amounts due under Section 7.07 hereof, including payment of all compensation, expense and liabilities incurred, and all advances made, by
the Trustee and the costs and expenses of collection; 
 Second: to Holders of Notes for amounts due and unpaid on the
Notes for principal, premium and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium and interest, respectively; and 

Third: to the Company or to such party as a court of competent jurisdiction shall direct in writing. 

The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.10. 

Section 6.11 Undertaking for Costs. 
 In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may


  
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require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable
attorneys’ fees and expenses against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by
a Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% 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 will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its
exercise, as 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: 

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

(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of certificates or opinions specifically required by any provision
hereof to be furnished to it, the Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. 
 (c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: 

(1) this paragraph does not limit the effect of paragraph (b) of this Section 7.01; 

(2) the Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is
proved that the Trustee was negligent in ascertaining the pertinent facts; and 
 (3) the Trustee will not be
liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof. 
 (d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), and (c) of this Section 7.01.


  
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 (e) No provision of this Indenture will require the Trustee to expend or risk its own funds
or incur any liability. The Trustee will be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder has offered to the Trustee security and indemnity satisfactory to it
against any loss, liability or expense. 
 (f) The Trustee will not be liable for interest on any money received by it except as
the Trustee may agree in writing with the Company (whether in original or facsimile form). 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. 
 (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an
Opinion of Counsel or both. The Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee may consult with counsel and the advice of such
counsel or any Opinion of Counsel will be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. 

(c) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any agent
appointed with due care. 
 (d) The Trustee will not be liable for any action it takes or omits to take in good faith that it
believes to be authorized or within the rights or powers conferred upon it by this Indenture. 
 (e) Unless otherwise
specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer of the Company. 
 (f) The Trustee will be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders have offered to the
Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction. 

(g) 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. 

(h) 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. 

  
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 (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) The Trustee may request that the Company deliver an incumbency certificate (“Incumbency Certificate”) substantially in the
form set forth on Exhibit F setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Incumbency Certificate may be signed by any person authorized to sign an
Incumbency Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded. 

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 Company or any Affiliate of the Company with the same rights it would have if
it were not Trustee. However, in the event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as Trustee (if this Indenture has been qualified under the TIA)
or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof. 

Section 7.04 Trustee’s Disclaimer. 
 The Trustee will not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Company’s use of the proceeds
from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it will not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and
it will not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication. 

Section 7.05 Notice of Defaults. 
 If a Default or Event of Default occurs and is continuing and if it is known to the Trustee, the Trustee will mail to Holders of Notes a notice of the Default or Event of Default within 90 days after it
occurs. 
 Section 7.06 Reports by Trustee to Holders of the Notes. 

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

  
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 (b) A copy of each report at the time of its mailing to the Holders of Notes will be mailed
by the Trustee to the Company and filed by the Trustee with the SEC and each stock exchange on which the Notes are listed in accordance with TIA § 313(d). The Company will promptly notify the Trustee when the Notes are listed on any stock
exchange or delisted therefrom. 
 Section 7.07 Compensation and Indemnity. 

(a) The Company will pay to the Trustee from time to time such compensation as shall be agreed in writing between the Company and the
Trustee for its acceptance of this Indenture and services hereunder. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. The Company will reimburse the Trustee promptly upon request for
all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses will include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel.

 (b) The Company and the Guarantors, if any, jointly and severally will indemnify the Trustee against any and all losses,
liabilities, claims, damages or expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company and
the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, the Guarantors or any Holder or any other Person) or liability in connection with the exercise or performance of any of its
powers or duties hereunder, except to the extent any such loss, liability or expense is determined by a court of competent jurisdiction to have been caused by its own negligence or willful misconduct. The Trustee will notify the Company promptly of
any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company will not relieve the Company or any of the Guarantors of their obligations hereunder. The Company or such Guarantor will defend the claim and the Trustee will
cooperate in the defense. The Trustee may have separate counsel and the Company will pay the reasonable fees and expenses of such counsel. Neither the Company nor any Guarantor need pay for any settlement made without its consent, which consent will
not be unreasonably withheld. 
 (c) The obligations of the Company and the Guarantors under this Section 7.07 will survive
the satisfaction and discharge of this Indenture and resignation or removal of the Trustee. 
 (d) To secure the Company’s
payment obligations in this Section 7.07, the Trustee will have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien will
survive the satisfaction and discharge of this Indenture. 
 (e) When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 6.01(a)(7) or (8) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration
under any Bankruptcy Law. 

  
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 Section 7.08 Replacement of Trustee. 

(a) A resignation or removal of the Trustee and appointment of a successor Trustee will become effective only upon the successor
Trustee’s acceptance of appointment as provided in this Section 7.08. 
 (b) The Trustee may resign in writing at any
time and be discharged from the trust hereby created by so notifying the Company. The Holders of a majority in principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Company in writing. The Company
may remove the Trustee if: 
 (1) the Trustee fails to comply with Section 7.10 hereof; 

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

 (4) the Trustee becomes incapable of acting. 

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

(e) If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with
Section 7.10, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. 
 (f) A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon, the resignation or removal of the retiring Trustee will become
effective, and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will mail a notice of its succession to Holders. The retiring Trustee will promptly transfer all property
held by it as Trustee to the successor Trustee, provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this
Section 7.08, the Company’s obligations under Section 7.07 hereof will continue for the benefit of the retiring Trustee. 
 (g) The Holders of at least a majority in principal amount of the Notes then outstanding may, for any or no reason whatsoever, replace the Trustee and appoint a successor of their choosing. 

  
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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 will be the successor Trustee. 
 Section 7.10 Eligibility;
Disqualification. 
 There will at all times be a Trustee hereunder that is a corporation organized and doing business under
the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital
and surplus of at least $100 million as set forth in its most recent published annual report of condition. 
 This Indenture
will always have a Trustee who satisfies the requirements of TIA § 310(a)(1), (2) and (5). The Trustee is subject to TIA § 310(b). 
 Section 7.11 Preferential Collection of Claims Against Company. 
 The
Trustee is subject to TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated therein. 

ARTICLE 8. 

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

The Company may, at its option and at any time, elect to have either Section 8.02 or 8.03 hereof be applied to all outstanding Notes
(including any Subsidiary Guarantees) upon compliance with the conditions set forth below in this Article 8. 
 Section 8.02 Legal
Defeasance and Discharge. 
 Upon the Company’s exercise under Section 8.01 hereof of the option applicable to
this Section 8.02, the Company and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes
(including the Subsidiary Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Company and the Guarantors will be deemed to
have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Subsidiary Guarantees), which will thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the
other Sections of this Indenture referred to in clauses (1) and (2) below, and to have satisfied all their other obligations under such Notes, the Subsidiary Guarantees and this Indenture (and the Trustee, on demand of and at the expense
of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder: 

(1) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium
on such Notes when such payments are due from the trust referred to in Section 8.04 hereof; 

  
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 (2) the Company’s obligations with respect to such Notes under Sections
2.06, 2.07, 2.10 and 4.02 hereof; 
 (3) the rights, powers, trusts, duties and immunities of the Trustee
hereunder and the Company’s and the Guarantors’ obligations in connection therewith; and 
 (4) this
Section 8.02. 
 Subject to compliance with this Article 8, the Company may exercise its option under this
Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof. 
 Section 8.03 Covenant
Defeasance. 
 Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this
Section 8.03, the Company and the Guarantors will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under the covenants contained in Sections 4.07, 4.08, 4.09, 4.10,
4.11, 4.12, 4.13, 4.15, 4.16, 4.17, 4.18 hereof and clause (4) of Section 5.01 hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter,
“Covenant Defeasance”), and the Notes will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in
connection with such covenants, but will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes will not be deemed outstanding for accounting purposes). For this purpose, Covenant
Defeasance means that, with respect to the outstanding Subsidiary Notes and Subsidiary Guarantees, the Company and the Guarantors may omit to comply with and will have no liability in respect of any term, condition or limitation set forth in any
such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply
will not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and Subsidiary Guarantees will be unaffected thereby. In addition, upon the
Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(3) through
Section 6.01(a)(5) hereof will not constitute Events of Default. 
 Section 8.04 Conditions to Legal or Covenant Defeasance.

 In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof:

 (1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the
Notes, cash in United States dollars, non-callable Government Securities, or a combination thereof, in amounts as will be sufficient, in the 

  
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opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, or interest and premium on the outstanding Notes on the
Stated Maturity or on the applicable redemption date, as the case may be and the Company must specify whether the Notes are being defeased to maturity or to a particular redemption date; 

(2) in the case of an election under Section 8.02 hereof, the Company has delivered to the Trustee an Opinion of
Counsel reasonably acceptable to the Trustee confirming that: 
 (A) the Company has received from, or there has
been published by, the Internal Revenue Service a ruling; or 
 (B) since the date of this Indenture, there has
been a change in the applicable federal income tax law, 
 in either case to the effect that, and based thereon such Opinion of
Counsel shall confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same
manner and at the same times as would have been the case if such Legal Defeasance had not occurred; 
 (3) in the
case of an election under Section 8.03 hereof, the Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for
federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

 (4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other
than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any
Guarantor is a party or by which the Company or any Guarantor is bound; 
 (5) such Legal Defeasance or Covenant
Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its
Subsidiaries is bound; 
 (6) the Company must deliver to the Trustee an Officers’ Certificate stating that
the deposit was not made by the Company with the intent of preferring the Holders of Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others; and 

  
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 (7) the Company must deliver to the Trustee an Officers’ Certificate
and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with. 
 Section 8.05 Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. 
 Subject to Section 8.06 hereof, all money and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of
this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding Notes will be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium and interest,
but such money need not be segregated from other funds except to the extent required by law. 
 The Company will pay and
indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable Government Securities deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other
than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. 

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

 Section 8.06 Repayment to Company. 
 Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium or interest on any Note and remaining unclaimed two years after
such principal, premium or interest has become due and payable shall be paid to the Company on its request or (if then held by the Company) will be discharged from such trust; and the Holder of such Note will thereafter be permitted to look only to
the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, will thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in the New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that,
after a date specified therein, which will not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining will be repaid to the Company. 

  
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 Section 8.07 Reinstatement. 

If the Trustee or Paying Agent is unable to apply any United States dollars or non-callable Government Securities in accordance with
Section 8.02 or 8.03 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company’s and the Guarantors’
obligations under this Indenture and the Notes and the Subsidiary Guarantees will be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to
apply all such money in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided, however, that, if the Company makes any payment of principal of, premium or interest on any Note following the reinstatement of its
obligations, the Company will be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent. 
 ARTICLE 9. 
 AMENDMENT, SUPPLEMENT AND WAIVER 

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

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

(3) to provide for the assumption of the Company’s obligations to the Holders of the Notes by a successor to the
Company pursuant to Article 5 hereof; 
 (4) to make any change that would provide any additional rights or
benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any such Holder; 
 (5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; or 

(6) to conform the text of this Indenture or the Notes to any provision of the Description of Notes to the extent that
such provision in the Description of Notes was intended to be a verbatim recitation of a provision of this Indenture, the Subsidiary Guarantees or the Notes. 
 Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the
documents described in Section 7.02 hereof, the Trustee will join with the Company and the Guarantors in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further
appropriate 

  
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agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or
immunities under this Indenture or otherwise. 
 Section 9.02 With Consent of Holders of Notes. 

Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture (including,
without limitation, Section 3.09, 4.10 and 4.15 hereof) and the Notes with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with
a tender offer or exchange offer for the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of a majority in
principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). 

Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or
supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the
Trustee will join with the Company in the execution of such amended or supplemental Indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in
which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental indenture. 

It is not necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed
amendment or waiver, but it is sufficient if such consent approves the substance thereof. 
 After an amendment, supplement or
waiver under this Section 9.02 becomes effective, the Company will mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect
therein, will not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then
outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, 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 Notes whose Holders must consent to an amendment, supplement or waiver; 
 (2) reduce the
principal of or change the fixed maturity of any Note or alter the provisions with respect to the redemption of the Notes except as provided above with respect to Sections 3.09, 4.10 and 4.15 hereof; 

(3) reduce the rate of or change the time for payment of interest on any Note; 

  
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 (4) waive a Default or Event of Default in the payment of principal of, or
interest or premium 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);

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

(6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of
Notes to receive payments of principal of, or interest or premium on the Notes; 
 (7) waive a redemption payment
with respect to any Note (other than a payment required by Sections 3.09, 4.10 and 4.15 hereof); or 
 (8) make
any change in Section 6.04 or 6.07 hereof or in the foregoing amendment and waiver provisions. 
 Section 9.03 Compliance with
Trust Indenture Act. 
 Every amendment or supplement to this Indenture or the Notes will be set forth in an amended or
supplemental Indenture that complies with the TIA as then in effect. 
 Section 9.04 Revocation and Effect of Consents. 

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

The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Company
in exchange for all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver. 
 Failure to make the appropriate notation or issue a new Note will not affect the validity and effect of such amendment, supplement or waiver. 
 Section 9.06 Trustee to Sign Amendments, etc. 
 The Trustee will sign
any amended or supplemental indenture authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. The Company may not sign an amendment or supplemental


  
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indenture until the Board of Directors approves it. In executing any amended or supplemental indenture, the Trustee will be provided with and (subject to Section 7.01 hereof) will be fully
protected in relying upon, in addition to the documents required by Section 12.04 hereof, an Officers’ Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by
this Indenture. 
 ARTICLE 10. 
 SUBSIDIARY GUARANTEES 
 Section 10.01 Guarantee. 

(a) Subject to this Article 10, each of the Guarantors, if any, hereby, jointly and severally, unconditionally guarantees to each Holder
of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that:

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

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

  
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relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, will be reinstated in
full force and effect. 
 (d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the
Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand,
(1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in
respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) will forthwith become due and payable
by the Guarantors for the purpose of this Subsidiary Guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the
Subsidiary Guarantee. 
 Section 10.02 Limitation on Guarantor Liability. 

Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the
Subsidiary 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 Subsidiary Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of such Guarantor will be limited to the maximum amount that will, after giving
effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf
of any other Guarantor in respect of the obligations of such other Guarantor under this Article 10, result in the obligations of such Guarantor under its Subsidiary Guarantee not constituting a fraudulent transfer or conveyance. 

Section 10.03 Execution and Delivery of Subsidiary Guarantee. 
 To evidence its Subsidiary Guarantee set forth in Section 10.01, each Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially in the form attached as Exhibit D hereto will
be endorsed by an Officer of such Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture will be executed on behalf of such Guarantor by one of its Officers. 

Each Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 will remain in full force and effect
notwithstanding any failure to endorse on each Note a notation of such Subsidiary Guarantee. 
 If an Officer whose signature is
on this Indenture or on the Subsidiary Guarantee no longer holds that office at the time the Trustee authenticates the Note on which a Subsidiary Guarantee is endorsed, the Subsidiary Guarantee will be valid nevertheless. 

  
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 The delivery of any Note by the Trustee, after the authentication thereof hereunder, will constitute due
delivery of the Subsidiary Guarantee set forth in this Indenture on behalf of the Guarantors. 
 In the event that the Company
creates or acquires any Domestic Subsidiary after the date of this Indenture, if required by Section 4.18 hereof, the Company will cause such Domestic Subsidiary to comply with the provisions of Section 4.18 hereof and this Article 10, to
the extent applicable. 
 Section 10.04 Guarantors May Consolidate, etc., on Certain Terms. 

Except as otherwise provided in Section 10.05, no Guarantor may sell or otherwise dispose of all or substantially all of its assets
to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: 

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

(2) either: 
 (a) subject to Section 10.05 hereof, the Person acquiring the property in such sale or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all
the obligations of that Guarantor under this Indenture and the Subsidiary Guarantees pursuant to a supplemental indenture substantially in the form set forth in Exhibit E hereto; or 

(b) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this
Indenture, including without limitation, Section 4.10 hereof. 
 In case of any such consolidation, merger, sale or
conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Guarantee endorsed upon the Notes and the due and punctual
performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor.
Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the
Subsidiary Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such
Subsidiary Guarantees had been issued at the date of the execution hereof. 
 Except as set forth in Articles 4 and 5 hereof,
and notwithstanding clauses (a) and (b) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or
conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor. 

  
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 Section 10.05 Releases of Subsidiary Guarantees. 

The Subsidiary Guarantee of a Guarantor will be released: 

(1) in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor
(including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate
Section 4.10 of this Indenture; 
 (2) in connection with any sale or other disposition of all of the
Capital Stock of a Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 of this Indenture;

 (3) if the Company designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary
in accordance with the applicable provisions of this Indenture; 
 (4) upon legal defeasance or satisfaction and
discharge of the notes as provided under Article 8 or Article 11 of this Indenture; or 
 (5) with the consent of
the Holders of at least 75% in principal amount of the Notes then outstanding. 
 Any Guarantor not released from its obligations under its
Subsidiary Guarantee will remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10. 

ARTICLE 11. 

SATISFACTION AND DISCHARGE 

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

(b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the
mailing of a notice of redemption or 

  
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otherwise or will become due and payable within one year and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for
the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on
the Notes not delivered to the Trustee for cancellation for principal, premium and accrued interest to the date of maturity or redemption; 
 (2) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit)
and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; 

(3) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and

 (4) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the
deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be. 
 In addition, the
Company must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. 

Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause
(b) of clause (1) of this Section, the provisions of Section 11.02 and Section 8.06 will survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by
their terms, survive the satisfaction and discharge of this Indenture. 
 Section 11.02 Application of Trust Money. 

Subject to the provisions of Section 8.06, all money deposited with the Trustee pursuant to Section 11.01 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, 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 by reason of
any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s and any Guarantor’s obligations under this Indenture and the
Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 11.01; provided that if the Company has made any payment of principal of, premium, if any, or interest on any Notes because of the reinstatement
of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held by the Trustee or Paying Agent. 

  
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 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 TIA §318(c), the imposed duties will
control. 
 Section 12.02 Notices. 
 Any notice or communication by the Company, any Guarantor or the Trustee to the others is duly given if in writing and delivered in Person or mailed by first class mail (registered or certified, return
receipt requested), telex, telecopier or overnight air courier guaranteeing next day delivery, to the others’ address: 
 If
to the Company and/or any Guarantor: 
 Broder Bros., Co. 

Six Neshaminy Interplex, 6th Floor 
 Trevose, PA 19053 
 Facsimile No.: (734) 354-1323 

Attention: Chief Financial Officer 
 With a copy to: 
 Kirkland & Ellis LLP 

200 East Randolph Drive 
 Chicago, IL 60601 
 Facsimile No.: (312) 861-2200 

Attention: Dennis M. Myers, P.C. 
 If to the Trustee: 
 U.S. Bank National Association 

100 Wall Street, Suite 1600 
 New York, NY 10005 
 Facsimile No.: (212) 809-5459 

Attention: Corporate Trust Services 
 The Company, 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) will be deemed to have been duly given: at the time delivered by hand,
if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if telecopied; and the next Business Day, if sent by overnight air courier guaranteeing next day delivery.


  
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 Any notice or communication to a Holder will be mailed by first class mail, certified or
registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar. Any notice or communication will also be so mailed to any Person described in TIA
§ 313(c), to the extent required by the TIA. Failure to mail a notice or communication to a Holder or any defect in it will not affect its sufficiency with respect to other Holders. 

If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the
addressee receives it. 
 If the Company mails a notice or communication to Holders, it will mail a copy to the Trustee and each
Agent at the same time. 
 Section 12.03 Communication by Holders of Notes with Other Holders of Notes. 

Holders may communicate pursuant to TIA § 312(b) with other Holders with respect to their rights under this Indenture or the
Notes. The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c). 
 Section 12.04
Certificate and Opinion as to Conditions Precedent. 
 Upon any request or application by the Company to the Trustee to
take any action under this Indenture, the Company shall furnish to the Trustee: 
 (1) an Officers’
Certificate in form and substance reasonably satisfactory to the Trustee (which must 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 
 (2) an Opinion of Counsel in
form and substance reasonably satisfactory to the Trustee (which must 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 TIA § 314(a)(4)) must comply with the provisions of TIA § 314(e) and must include: 
 (1) a statement that the Person making such certificate or opinion has read such covenant or condition; 
 (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; 

  
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 (3) a statement that, in the opinion of such Person, he or she has made such
examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfied; and 

(4) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied.

 Section 12.06 Rules by Trustee and Agents. 
 The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions. 

Section 12.07 No Personal Liability of Directors, Officers, Employees, Stockholders or Securityholders. 

No director, officer, employee, incorporator, stockholder or securityholder of the Company or any Guarantor, as such, will have any
liability for any obligations of the Company or the Guarantors under the Notes, this Indenture, any Subsidiary Guarantees, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by
accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws. 

Section 12.08 Governing Law. 
 THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE SUBSIDIARY GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO
THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 
 Section 12.09 No Adverse
Interpretation of Other Agreements. 
 This Indenture may not be used to interpret any other indenture, loan or debt
agreement of the Company or its Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture. 
 Section 12.10 Successors. 
 All agreements of the Company in this
Indenture and the Notes will bind its successors. All agreements of the Trustee in this Indenture will bind its successors. All agreements of each Guarantor in this Indenture will bind its successors, except as otherwise provided in
Section 10.05. 

  
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 Section 12.11 Severability. 

In case any provision in this Indenture or in the Notes is invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions will not in any way be affected or impaired thereby. 
 Section 12.12 Counterpart Originals. 

The parties may sign any number of copies of this Indenture. Each signed copy will be an original, but all of them together represent the
same agreement. 
 Section 12.13 Table of Contents, Headings, etc. 

The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for
convenience of reference only, are not to be considered a part of this Indenture and will in no way modify or restrict any of the terms or provisions hereof. 
 Section 12.14 Exclusion of Existing Notes. 
 To the extent applicable,
pursuant to TIA § 310(b)(1)(i), the indenture governing the Existing Notes is automatically deemed (unless it is expressly provided therein that such provision is excluded) to contain a provision excluding from the operation of TIA §
310(b)(1)(i), the Existing Notes and any other series of notes issued under the indenture governing the Existing Notes, any other series under this Indenture and any other indenture or indentures under which other securities, or certificates of
interest or participation in other securities of the Company are outstanding. 
 (Signature Pages Follow) 

  
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 SIGNATURES 

 

					
	Dated as of May 20, 2009	 	COMPANY:
		
		 	BRODER BROS., CO., a Delaware corporation
			
		 	By:	 	 /s/ Thomas P. Myers

		 		 	Name: Thomas P. Myers
		 		 	Title: Chief Executive Officer








 
			
	TRUSTEE:
	
	U.S. BANK NATIONAL ASSOCIATION
		
	By:	 	 /s/ Kathryn L. Whitehead

		 	Name: Kathryn L. Whitehead
		 	Title: Assistant Vice President









 Exhibit 4.1A1 
 [Face of Note] 
  
 CUSIP/CINS [            ] 
 $                     
 12%/15% Senior PIK Toggle Notes due 2013 
 No.      

BRODER BROS., CO. 
 promises to
pay to CEDE & CO. or registered assigns, 

			
		
	the principal sum of	 	  


 Dollars on October 15, 2013. 
 Interest Payment Dates: October 15 and April 15 
 Record Dates: October 1 and
April 1 
 Dated:              , 2009 

 

					
	BRODER BROS., CO.
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	
	
	(SEAL)


  

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

 
 U.S. BANK NATIONAL ASSOCIATION

as Trustee

		
	By:	 	  

		 	Authorized Signatory

  
  

  
 A1-1









 [Back of Note] 
 12%/15% Senior PIK Toggle Notes due 2013 
 [Global Note Legend] 

“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE
BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A
SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. 
 UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO
A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.” 
 [Private Placement Legend] 
 “THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE NOTE EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE NOTE EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS
OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER OR ANOTHER EXEMPTION UNDER THE SECURITIES ACT. THE HOLDER OF THE NOTE EVIDENCED HEREBY: 
 (i) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT, (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING ITS NOTE IN AN
“OFFSHORE TRANSACTION” PURSUANT TO RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (C) IT IS AN ACCREDITED INVESTOR AS DESCRIBED IN RULE 501(A)(1), (2), (3), (5), (6) OR (7) OF THE SECURITIES ACT, 

  
 A1-2









 (ii) AGREES THAT IT WILL NOT PRIOR TO (X) THE DATE WHICH IS ONE YEAR (OR SUCH SHORTER PERIOD OF TIME AS
PERMITTED BY RULE 144(D) UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THEREUNDER) AFTER THE LATER OF THE ACTUAL DATE OF ISSUANCE HEREOF (OR OF ANY PREDECESSOR OF THIS NOTE) OR THE LAST DAY ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY
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, REFERRED TO AS THE “RESALE RESTRICTION TERMINATION DATE,” OFFER, SELL OR OTHERWISE TRANSFER THIS NOTE
EXCEPT (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY
BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” 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, (E) TO AN INSTITUTIONAL ACCREDITED
INVESTOR AS DESCRIBED IN RULE 501(A)(1), (2), (3) OR (7) OF THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT
OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND 
 (iii) 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 COMPANY, THE TRUSTEE AND THE REGISTRAR SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE (F) 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 REQUIRED BY THE INDENTURE IS COMPLETED AND DELIVERED BY THIS 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 MEANING
GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.” 

  
 A1-3









 [Definitive Securities Legend] 
 “IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE
TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.” 
 [OID Legend] 
 “THIS NOTE WILL BE ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”) WITHIN THE MEANING OF SECTION 1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. THE HOLDER MAY CONTACT THE CHIEF
FINANCIAL OFFICER OF THE COMPANY AT (215) 291-6140 TO RECEIVE A CALCULATION OF THE ISSUE PRICE OF THIS NOTE, THE ACTUAL DATE OF ISSUANCE, THE YIELD TO MATURITY AND THE AMOUNT OF OID ON THIS NOTE.” 

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

(1) INTEREST. Broder Bros., Co., a Delaware corporation (the
“Company”), promises to pay interest on the principal amount of this Note as follows: 

The Company shall pay interest on the Notes semi-annually in arrears on October 15 and April 15 of each year,
or, with respect to Cash Interest (as defined below) if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). 

The first Interest Payment Date shall be October 15, 2009. Interest will accrue on the Notes beginning on the Issue
Date through and including October 15, 2009 at the rate of 15.00% per annum, and will be paid in the form of Additional Notes. 
 On each Interest Payment Date from and including April 15, 2010, the Company shall pay interest on the Notes entirely in cash (“Cash Interest”); provided that with respect to
such interest payments on April 15, 2010 and October 15, 2010, interest will be paid in the form of Additional Notes unless (i) the Company is in compliance with the covenants in the Credit Agreement (as in effect on the Issue Date),
on a pro forma basis giving effect to the applicable interest payment, that require average daily revolver availability to exceed $20 million for the preceding 45 days and actual revolver availability to exceed $20 million and (ii) no default
or event of default would occur under the Credit Agreement (as in effect on the Issue Date) as a result of such interest payment. 

  
 A1-4









 Cash Interest on the Notes shall accrue at the rate of 12.00% per annum
from October 15, 2009 until the Maturity Date. Interest on the Notes that is paid in the form of Additional Notes after October 15, 2009 shall accrue at the rate of 15.00% per annum. 

The Company will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue
principal from time to time on demand at the rate equal to the then applicable interest rate; it will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest from time to time on
demand at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day months. 
 (2) METHOD OF PAYMENT. The Company will pay Cash Interest on the Notes (except defaulted interest) to the Persons who are registered
Holders of Notes at the close of business on the October 1 or April 1 next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in
Section 2.12 of the Indenture with respect to defaulted interest. The Notes will be payable as to principal, premium and interest at the office or agency of the Company maintained for such purpose within or without the City and State of New
York, or, at the option of the Company, payment of interest 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 and premium on all Global Notes and all other Notes the Holders of which will have provided wire transfer instructions to the Company or the Paying Agent. Such payment will be in such coin or
currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. 
 (3) PAYING AGENT AND REGISTRAR. Initially, U.S. Bank National Association, the Trustee under the Indenture, will act as
Paying Agent and Registrar. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity. 

(4) INDENTURE. The Company issued the Notes under an Indenture dated as of
May 20, 2009 (the “Indenture”) by and among the Company, the Guarantors from time to time party thereto and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture
by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb). The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. To the
extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. 
 (5) OPTIONAL REDEMPTION. At any time, the Company may on any one or more occasions redeem all or a part of the Notes upon not less than 30 nor more than
60 days’ notice, at a price equal to the principal amount outstanding under the Notes (including any Additional Notes issued in respect of interest payments) plus accrued and unpaid interest on the Notes redeemed to the applicable redemption
date (subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date). Any redemption shall be made pursuant to the provisions of Section 3.01 through 3.06 of the
Indenture. 

  
 A1-5









 (6) MANDATORY
REDEMPTION. Except as set forth below, the Company shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes. 

If the Notes would otherwise constitute “applicable high yield discount obligations” within the meaning of
Section 163(i)(1) of the Code and are subject to the interest deduction disallowance rule of Section 163(e)(5)(A)(i) of the Code, at the end of the first accrual period ending after the fifth anniversary of the actual date of issuance (the
“AHYDO Redemption Date”), the Company will be required to redeem for cash a portion of each Note then outstanding equal to the “Mandatory Principal Redemption Amount” (such redemption, a “Mandatory
Principal Redemption”). The redemption price for the portion of each Note redeemed pursuant to a Mandatory Principal Redemption will be 100% of the principal amount of such portion plus any accrued interest thereon on the date of
redemption. The “Mandatory Principal Redemption Amount” means the portion of a Note required to be redeemed to prevent such Note from being treated as an “applicable high yield discount obligation” within the
meaning of Section 163(i)(1) of the Code. No partial redemption or repurchase of the Notes prior to the AHYDO Redemption Date pursuant to any other provision of this Indenture will alter the Company’s obligation to make the Mandatory
Principal Redemption with respect to any Notes that remain outstanding on the AHYDO Redemption Date. 
 (7)
REPURCHASE AT OPTION OF HOLDER. 
 (a) If there is a Change of Control, each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of that Holder’s
Notes (a “Change of Control Offer”) at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest to the date of purchase subject to the right of Noteholders
on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will mail a notice to each Holder
describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is
mailed (the “Change of Control Payment Date”) and setting forth the procedures governing the Change of Control Offer as required by the Indenture. 

(b) Any Net Proceeds from Asset Sales that are not applied or invested as provided in Section 4.10(b) of the
Indenture will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $10 million, the Company will commence an offer to all Holders of Notes and, at the option of the Company (unless otherwise
required by the terms thereof), all holders of other Indebtedness that is pari passu with the Notes (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of
Notes and other pari passu Indebtedness, if applicable, that may be purchased out of the Excess Proceeds at an offer price in cash in 

  
 A1-6









 
an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consumption of
any Asset Sale Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer
exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at
zero. 
 (8) NOTICE OF REDEMPTION. Notice of
redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each Holder whose Notes are to be redeemed at its registered address. 

(9) DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in
registered form without coupons in minimum denominations of $1,000 and integral multiples of $1.00 in excess thereof, subject to the issuance of Additional Notes in respect of interest payments, which may be issued in integral multiples of $1.00.
The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may
require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company need not exchange or register the transfer of any Note selected for redemption, except for the unredeemed portion of any Note being redeemed in
part. Also, the Company need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date and the next succeeding Interest Payment Date. 

(10) PERSONS DEEMED OWNERS. The registered Holder of a
Note may be treated as its owner for all purposes. 
 (11) AMENDMENT, SUPPLEMENT
AND WAIVER. Subject to certain exceptions, the Indenture, the Subsidiary Guarantees or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal
amount of the then outstanding Notes and any existing default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes. Without the
consent of any Holder of a Note, the Indenture, the Subsidiary Guarantees or the Notes may be amended or supplemented to cure any ambiguity, defect or inconsistency, to provide for uncertificated Notes in addition to or in place of certificated
Notes, to provide for the assumption of the Company’s obligations to Holders of the Notes in case of a merger or consolidation, to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not
adversely affect the legal rights of any such Holder, to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act, or to conform the text of the Indenture or the Notes to
any provision of the Description of the Notes to the extent that such provision in the Description of the Notes was intended to be a verbatim recitation of a provision of the Indenture, the Subsidiary Guarantees or the Notes. 

  
 A1-7









 (12) DEFAULTS AND
REMEDIES. Events of Default include: (i) default for 30 days in the payment when due of interest on the Notes; (ii) default in payment when due (at maturity, upon redemption or otherwise) of the principal
of, or premium, if any, on the Notes; (iii) failure by the Company or its Restricted Subsidiaries for 30 days after notice to comply with any other agreements in the Indenture; (iv) default under any mortgage, indenture, or instrument
under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted
Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, if that default: (a) is caused by a failure to pay at final stated maturity (giving effect to any extension thereof) the principal
amount of any Indebtedness prior to the expiration of the grace period provided in such Indebtedness (a “Payment Default”); or (b) results in the acceleration of such Indebtedness prior to its express maturity, and, in
each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness or the maturity of which has been so accelerated, aggregates $3.0 million or more; (v) failure by the Company or
any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $10.0 million, which judgments are not paid, discharged or stayed for a period of 60 days after such judgments become final and non-appealable;
(vi) except as permitted by the indenture, any Subsidiary Guarantee (other than a Subsidiary Guarantee issued by a Guarantor that is not a Significant Subsidiary) shall be held in any judicial proceeding to be unenforceable or invalid or shall
cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Subsidiary Guarantee (other than a Subsidiary Guarantee issued by a Guarantor
that is not a Significant Subsidiary); (vii) certain events of bankruptcy or insolvency described in the Indenture with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries
that, taken as a whole, would constitute a Significant Subsidiary and (viii) any Event of Default under the Existing Notes Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal
amount of the then outstanding Notes may declare all the Notes to be due and payable. 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 without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct
the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal of, premium and
interest on, any Note) 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 Notes. 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 Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest
on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the
Trustee a statement specifying such Default or Event of Default. 

  
 A1-8









 (13) DEFAULTED INTEREST.
If the Company defaults in a payment of interest on the Notes, it will pay the defaulted interest in any lawful manner, which will be at a rate of an additional 2% per annum, plus, to the extent lawful, interest payable on the defaulted
interest, to the Holders thereof, as set forth in Section 2.12 of the Indenture. 
 (14)
NO RECOURSE AGAINST OTHERS. A director, officer, employee, incorporator or stockholder of the Company or any of the Guarantors, as such, will not have any liability
for any obligations of the Company or such Guarantor under the Notes, the Subsidiary Guarantees or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives
and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws. 

(15) AUTHENTICATION. This Note will not be valid until authenticated by the manual
signature of the Trustee or an authenticating agent. 
 (16) ABBREVIATIONS.
Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (=
Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). 
 (17) CUSIP
NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification
numbers placed thereon. 
 The Company will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may
be made to: 
 Broder Bros., Co. 
 Six
Neshaminy Interplex, 6th Floor 
 Trevose, PA 19053 
 Attention: Chief Financial Officer 

  
 A1-9









 FORM OF SUBSIDIARY GUARANTEE 
 For value received, the undersigned Guarantor (which term includes any successor Person under the Indenture) has, jointly and severally, unconditionally guaranteed, to the extent set forth in the
Indenture and subject to the provisions in the Indenture dated as of May 20, 2009 (the “Indenture”) among Broder Bros., Co., a Delaware corporation (the “Company”), the Guarantors
from time to time party thereto and U.S. Bank National Association, as trustee (the “Trustee”), (a) the due and punctual payment of the principal of, premium and interest on the Notes (as defined in the Indenture),
whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal of and interest on the Notes, if any, if lawful, and the due and punctual performance of all other obligations of the
Company to the Holders or the Trustee all in accordance with the terms of the Indenture and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full
when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders of Notes and to the Trustee pursuant to the Subsidiary
Guarantee and the Indenture are expressly set forth in Article 10 of the Indenture and reference is hereby made to the Indenture for the precise terms of the Subsidiary Guarantee. Each Holder of a Note, by accepting the same agrees to and shall be
bound by such provisions. 
  

			
	GUARANTOR:
		
	By:	 	  

	Name:	 	
	Title:	 	



  
 A1-10









 ASSIGNMENT FORM 

To assign this Note, fill in the form below: 
  

			
	(I) or (we) assign and transfer this Note to:	 	  

		 	(Insert assignee’s legal name)

  

			
	  

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

  

			
	  

	  

	  

	  


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

 

			
	and irrevocably appoint	 	  


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

Date:                      

 

			
	Your Signature:	 	  

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


 Signature Guarantee*:
                                        

  

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


  
 A1-11









 OPTION OF HOLDER TO
ELECT PURCHASE 
 If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 or
4.15 of the Indenture, check the appropriate box below: 

 ̈    Section 4.10        
      ̈    Section 4.15 
 If you want to elect to
have only part of the Note purchased by the Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the amount you elect to have purchased: 
 $                     
 Date:                      

 

			
	Your Signature:	 	  

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



			
		
	Tax Identification No.:	 	  



 Signature Guarantee*:
                     
  

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


  
 A1-12









 SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE 

The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another
Global Note or Definitive Note for an interest in this Global Note, have been made: 
  

									
	 Date of

Exchange
	  	Amount of
decrease in
Principal
Amount of
this Global Note	  	Amount of
increase in
Principal
Amount of
this Global Note	  	Principal
Amount of this
Global Note
following such
decrease
(or increase)	  	Signature of
authorized
signatory of
Trustee or
Custodian
		  		  		  		  	
		  		  		  		  	


  
 A1-13









 Exhibit 4.1A2 
 Face of Regulation S Temporary Global Note 
  

CUSIP/CINS [            ] 

$             

12%/15% Senior PIK Toggle Notes due 2013 
 No.      
 BRODER BROS., CO. 

promises to pay to CEDE & CO. or registered assigns, 
  

			
	the principal sum of	 	  


 Dollars on October 15, 2013. 
 Interest Payment Dates: October 15 and April 15 
 Record Dates: October 1 and
April 1 
 Dated: [            
        ], 2009 
  

			
	BRODER BROS., CO.
		
	By:	 	  

		 	Name:
		 	Title:
		
	By:	 	  

		 	Name:
		 	Title:
		
		 	(SEAL)


  

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

		
	By:	 	  

		 	Authorized Signatory

  
  

  
 A2-1









 Back of Regulation S Temporary Global Note 

12%/15% Senior PIK Toggle Notes due 2013 
 [Regulations S Temporary Global Note Legend] 
 “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). NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE
SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON.” 
 [Global Note Legend] 
 “THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY
PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION
2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF
THE COMPANY. 
 UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS
MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”


  
 A2-2









 [Private Placement Legend] 
 “THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE NOTE EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE NOTE EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS
OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER OR ANOTHER EXEMPTION UNDER THE SECURITIES ACT. THE HOLDER OF THE NOTE EVIDENCED HEREBY: 
 (i) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT, (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING ITS NOTE IN AN
“OFFSHORE TRANSACTION” PURSUANT TO RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (C) IT IS AN ACCREDITED INVESTOR AS DESCRIBED IN RULE 501(A)(1), (2), (3), (5), (6) OR (7) OF THE SECURITIES ACT, 

(ii) AGREES THAT IT WILL NOT PRIOR TO (X) THE DATE WHICH IS ONE YEAR (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(D) UNDER THE
SECURITIES ACT OR ANY SUCCESSOR PROVISION THEREUNDER) AFTER THE LATER OF THE ACTUAL DATE OF ISSUANCE HEREOF (OR OF ANY PREDECESSOR OF THIS NOTE) OR THE LAST DAY ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY 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, REFERRED TO AS THE “RESALE RESTRICTION TERMINATION DATE,” OFFER, SELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE COMPANY,
(B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED
INSTITUTIONAL BUYER” 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, (E) TO AN INSTITUTIONAL ACCREDITED INVESTOR AS DESCRIBED IN
RULE 501(A)(1), (2), (3) or (7) OF THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF
$250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND 

  
 A2-3









 (iii) 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 COMPANY, THE TRUSTEE AND THE REGISTRAR SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE (F) 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 REQUIRED BY THE INDENTURE IS COMPLETED AND DELIVERED BY THIS 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 MEANING GIVEN TO THEM BY
REGULATION S UNDER THE SECURITIES ACT.” 
 [OID Legend] 
 “THIS NOTE WILL BE ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”) WITHIN THE MEANING OF SECTION 1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. THE HOLDER MAY CONTACT THE CHIEF
FINANCIAL OFFICER OF THE COMPANY AT (215) 291-6140 TO RECEIVE A CALCULATION OF THE ISSUE PRICE OF THIS NOTE, THE ACTUAL DATE OF ISSUANCE, THE YIELD TO MATURITY AND THE AMOUNT OF OID ON THIS NOTE.” 

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

(1) INTEREST. Broder Bros., Co., a Delaware corporation (the
“Company”), promises to pay interest on the principal amount of this Note as follows: 

The Company shall pay interest on the Notes semi-annually in arrears on October 15 and April 15 of each year,
or, with respect to Cash Interest (as defined below) if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). 

The first Interest Payment Date shall be October 15, 2009. Interest will accrue on the Notes beginning on the Issue
Date through and including October 15, 2009 at the rate of 15.00% per annum, and will be paid in the form of Additional Notes. 
 On each Interest Payment Date from and including April 15, 2010, the Company shall pay interest on the Notes entirely in cash (“Cash Interest”); provided that with respect to
such interest payments on April 15, 2010 and October 15, 2010, interest will be paid in the form of Additional Notes unless (i) the Company is in compliance with the covenants in the Credit Agreement (as in effect on the Issue Date),
on a pro forma basis giving effect to the applicable interest payment, that require average daily revolver availability to exceed $20 million for the preceding 45 days and actual revolver 

  
 A2-4









 
availability to exceed $20 million and (ii) no default or event of default would occur under the Credit Agreement (as in effect on the Issue Date) as a result of such interest payment.

 Cash Interest on the Notes shall accrue at the rate of 12.00% per annum from October 15, 2009 until
the Maturity Date. Interest on the Notes that is paid in the form of Additional Notes after October 15, 2009 shall accrue at the rate of 15.00% per annum. 

The Company will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue
principal from time to time on demand at the rate equal to the then applicable interest rate; it will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest from time to time on
demand at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day months. 
 Until this Regulation S Temporary Global Note is exchanged for one or more Regulation S Permanent Global Notes, the Holder hereof shall not be entitled to receive payments of interest hereon; until so
exchanged in full, this Regulation S Temporary Global Note shall in all other respects be entitled to the same benefits as other Notes under the Indenture. 
 (2) METHOD OF PAYMENT. The Company will pay Cash Interest on the Notes (except defaulted interest) to the Persons who are registered
Holders of Notes at the close of business on the October 1 or April 1 next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in
Section 2.12 of the Indenture with respect to defaulted interest. The Notes will be payable as to principal, premium and interest at the office or agency of the Company maintained for such purpose within or without the City and State of New
York, or, at the option of the Company, payment of interest 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 and premium on all Global Notes and all other Notes the Holders of which will have provided wire transfer instructions to the Company or the Paying Agent. Such payment will be in such coin or currency of the
United States of America as at the time of payment is legal tender for payment of public and private debts. 

(3) PAYING AGENT AND REGISTRAR.
Initially, U.S. Bank National Association, the Trustee under the Indenture, will act as Paying Agent and Registrar. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in
any such capacity. 
 (4) INDENTURE. The Company issued the Notes under an
Indenture dated as of May 20, 2009 (the “Indenture”) by and among the Company, the Guarantors from time to time party thereto and the Trustee. The terms of the Notes include those stated in the Indenture and those made
part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb). The Notes are subject to all such 

  
 A2-5









 
terms, and Holders are referred to the Indenture and such Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the
provisions of the Indenture shall govern and be controlling. 
 (5) OPTIONAL
REDEMPTION. At any time, the Company may on any one or more occasions redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ notice, at a price equal to the principal amount outstanding
under the Notes (including any Additional Notes issued in respect of interest payments) plus accrued and unpaid interest on the Notes redeemed to the applicable redemption date (subject to the rights of Holders of the Notes on the relevant record
date to receive interest due on the relevant interest payment date). Any redemption shall be made pursuant to the provisions of Section 3.01 through 3.06 of the Indenture. 

(6) MANDATORY REDEMPTION. Except as set forth below, the Company shall
not be required to make mandatory redemption or sinking fund payments with respect to the Notes. 
 If the Notes
would otherwise constitute “applicable high yield discount obligations” within the meaning of Section 163(i)(1) of the Code and are subject to the interest deduction disallowance rule of Section 163(e)(5)(A)(i) of the Code, at
the end of the first accrual period ending after the fifth anniversary of the actual date of issuance (the “AHYDO Redemption Date”), the Company will be required to redeem for cash a portion of each Note then outstanding
equal to the “Mandatory Principal Redemption Amount” (such redemption, a “Mandatory Principal Redemption”). The redemption price for the portion of each Note redeemed pursuant to a Mandatory Principal Redemption
will be 100% of the principal amount of such portion plus any accrued interest thereon on the date of redemption. The “Mandatory Principal Redemption Amount” means the portion of a Note required to be redeemed to prevent such
Note from being treated as an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code. No partial redemption or repurchase of the Notes prior to the AHYDO Redemption Date pursuant to any other
provision of this Indenture will alter the Company’s obligation to make the Mandatory Principal Redemption with respect to any Notes that remain outstanding on the AHYDO Redemption Date. 

(7) REPURCHASE AT OPTION OF HOLDER.

 (a) If there is a Change of Control, each Holder of Notes will have the right to require the Company to
repurchase all or any part (equal to $1,000 or an integral multiple thereof) of that Holder’s Notes (a “Change of Control Offer”) at a purchase price in cash equal to 101% of the aggregate principal amount of Notes
repurchased plus accrued and unpaid interest to the date of purchase subject to the right of Noteholders on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control
Payment”). Within 30 days following any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date
specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”) and setting forth the procedures governing the Change of
Control Offer as required by the Indenture. 

  
 A2-6









 (b) Any Net Proceeds from Asset Sales that are not applied or invested as
provided in Section 4.10(b) of the Indenture will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $10 million, the Company will commence an offer to all Holders of Notes and, at the
option of the Company (unless otherwise required by the terms thereof), all holders of other Indebtedness that is pari passu with the Notes (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture to
purchase the maximum principal amount of Notes and other pari passu Indebtedness, if applicable, 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 to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consumption of any Asset Sale Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by the
Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to
be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. 
 (8) NOTICE OF REDEMPTION. Notice of redemption will be mailed at least 30 days but not more than 60 days before the redemption date to
each Holder whose Notes are to be redeemed at its registered address. 
 (9) DENOMINATIONS,
TRANSFER, EXCHANGE. The Notes are in registered form without coupons in minimum denominations of $1,000 and integral multiples of $1.00 in excess thereof, subject to the issuance of Additional Notes
in respect of interest payments, which may be issued in integral multiples of $1.00. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company need not exchange or register the transfer of any Note
selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Company need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the
period between a record date and the next succeeding Interest Payment Date. 
 This Regulation S Temporary Global Note is exchangeable in whole
or in part for one or more Global Notes only (i) on or after the termination of the 40-day restricted period (as defined in Regulation S) and (ii) upon presentation of certificates (accompanied by an Opinion of Counsel, if applicable)
required by Article 2 of the Indenture. Upon exchange of this Regulation S Temporary Global Note for one or more Global Notes, the Trustee shall cancel this Regulation S Temporary Global Note. 

(10) PERSONS DEEMED OWNERS. The registered Holder of a
Note may be treated as its owner for all purposes. 

  
 A2-7









 (11) AMENDMENT, SUPPLEMENT
AND WAIVER. Subject to certain exceptions, the Indenture, the Subsidiary Guarantees or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal
amount of the then outstanding Notes and any existing default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes. Without the
consent of any Holder of a Note, the Indenture, the Subsidiary Guarantees or the Notes may be amended or supplemented to cure any ambiguity, defect or inconsistency, to provide for uncertificated Notes in addition to or in place of certificated
Notes, to provide for the assumption of the Company’s obligations to Holders of the Notes in case of a merger or consolidation, to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not
adversely affect the legal rights of any such Holder, to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act, or to conform the text of the Indenture or the Notes to
any provision of the Description of the Notes to the extent that such provision in the Description of the Notes was intended to be a verbatim recitation of a provision of the Indenture, the Subsidiary Guarantees or the Notes. 

(12) DEFAULTS AND REMEDIES. Events of Default include:
(i) default for 30 days in the payment when due of interest on the Notes; (ii) default in payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on the Notes; (iii) failure by the Company
or its Restricted Subsidiaries for 30 days after notice to comply with any of the other agreements in the Indenture; (iv) default under any mortgage, indenture, or instrument under which there may be issued or by which there may be secured or
evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries) whether such Indebtedness or guarantee now exists, or is
created after the date of the Indenture, if that default: (a) is caused by a failure to pay at final stated maturity (giving effect to any extension thereof) the principal amount of any Indebtedness prior to the expiration of the grace period
provided in such Indebtedness (a “Payment Default”); or (b) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with
the principal amount of any other such Indebtedness or the maturity of which has been so accelerated, aggregates $3.0 million or more; (v) failure by the Company or any of its Restricted Subsidiaries to pay final judgments aggregating in
excess of $10.0 million, which judgments are not paid, discharged or stayed for a period of 60 days after such judgments become final and non-appealable; (vi) except as permitted by the indenture, any Subsidiary Guarantee (other than
a Subsidiary Guarantee issued by a Guarantor that is not a Significant Subsidiary) is held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting
on behalf of any Guarantor, shall deny or disaffirm its obligations under its Subsidiary Guarantee (other than a Subsidiary Guarantee issued by a Guarantor that is not a Significant Subsidiary); (vii) certain events of bankruptcy or insolvency
described in the Indenture with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant subsidiary and (viii) any Event
of Default under the Existing Notes Indenture. If any Event of 

  
 A2-8









 
Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. 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 without further action or notice. Holders may not enforce the Indenture or the Notes except as
provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes
notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal of, premium and interest on any Note) 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 Notes. 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 Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a
statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default. 

(13) DEFAULTED INTEREST. If the Company defaults in a payment of
interest on the Notes, it will pay the defaulted interest in any lawful manner, which will be at a rate of an additional 2% per annum, plus, to the extent lawful, interest payable on the defaulted interest, to the Holders thereof, as set forth
in Section 2.12 of the Indenture. 
 (14) NO RECOURSE
AGAINST OTHERS. A director, officer, employee, incorporator or stockholder of the Company or any of the Guarantors, as such, will not have any liability for any obligations of the Company or such
Guarantor under the Notes, the Subsidiary Guarantees or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver
and release are part of the consideration for the issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws. 
 (15) AUTHENTICATION. This Note will not be valid until authenticated by the manual signature of the Trustee or an authenticating agent. 

(16) ABBREVIATIONS. Customary abbreviations may be used in the name of a Holder or an
assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). 

(17) CUSIP NUMBERS. Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of
such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. 

  
 A2-9









 The Company will furnish to any Holder upon written request and without charge a copy of the Indenture.
Requests may be made to: 
 Broder Bros., Co. 
 Six Neshaminy Interplex, 6th Floor 
 Trevose, PA 19053 

Attention: Chief Financial Officer 

  
 A2-10









 FORM OF GUARANTEE 
 For value received, the undersigned Guarantor (which term includes any successor Person under the Indenture) has, jointly and severally, unconditionally guaranteed, to the extent set forth in the
Indenture and subject to the provisions in the Indenture dated as of May 20, 2009 (the “Indenture”) among Broder Bros., Co., a Delaware corporation (the “Company”), the Guarantors
from time to time party thereto and U.S. Bank National Association, as trustee (the “Trustee”), (a) the due and punctual payment of the principal of, premium and interest on the Notes (as defined in the Indenture),
whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal of and interest on the Notes, if any, if lawful, and the due and punctual performance of all other obligations of the
Company to the Holders or the Trustee all in accordance with the terms of the Indenture and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full
when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders of Notes and to the Trustee pursuant to the Subsidiary
Guarantee and the Indenture are expressly set forth in Article 10 of the Indenture and reference is hereby made to the Indenture for the precise terms of the Subsidiary Guarantee. Each Holder of a Note, by accepting the same agrees to and shall be
bound by such provisions. 
  

					
	GUARANTOR:
			
		 	By:	 	  

		 	Name:	 	
		 	Title:	 	



  
 A2-11









 ASSIGNMENT FORM 

To assign this Note, fill in the form below: 
  

			
	(I) or (we) assign and transfer this Note to:	  	  

		  	(Insert assignee’s legal name)
	
	  

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

	
	  

	
	  

	
	  

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


			
		
	and irrevocably appoint	  	  

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

 Date:
                         

 

			
	Your Signature:	 	  

	 (Sign exactly as your name appears on the face of

this Note)



  

			
	Signature Guarantee*:	 	  


  

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


  
 A2-12









 OPTION OF HOLDER TO
ELECT PURCHASE 
 If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 or
4.15 of the Indenture, check the appropriate box below: 
  ̈ Section 4.10
                      ̈ Section 4.15 
 If you want to elect to have only part of the Note purchased by the Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the amount you elect to have purchased: 

$                      
   
 Date:
                         

 

			
	Your Signature:	 	  

	 (Sign exactly as your name appears on the face of

this Note)




			
	Tax Identification No.:	 	  



  

			
	Signature Guarantee*:	 	  


  

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


  
 A2-13









 SCHEDULE OF EXCHANGES OF REGULATION S TEMPORARY GLOBAL NOTE 

The following exchanges of a part of this Regulation S Temporary Global Note for an interest in another Global Note, or of other Restricted Global Notes
for an interest in this Regulation S Temporary Global Note, have been made: 
  

									
	 Date of

Exchange
	  	 Amount of
 decrease in
 Principal

Amount of
 this Global Note
	  	 Amount of
 increase in
 Principal

Amount of
 this Global Note
	  	 Principal
 Amount
 of this Global

Note following

such decrease
 (or increase)
	  	 Signature of
 authorized
 signatory of

Trustee or
 Custodian

		  		  		  		  	


  
 A2-14









 EXHIBIT B 
 FORM OF CERTIFICATE OF TRANSFER 
 Broder Bros., Co. 

Six Neshaminy Interplex, 6th Floor 
 Trevose, PA
19053 
 U.S. Bank National Association 

100 Wall Street, Suite 1600 
 New York, NY 10005

 Attention: Corporate Trust Services 
 Re: 12%/15% Senior PIK Toggle Notes due 2013 
 Reference is hereby made to the Indenture, dated as
of May 20, 2009 (the “Indenture”), by and among Broder Bros., Co., as issuer (the “Company”), the Guarantors from time to time party thereto and U.S. Bank National Association, as trustee.
Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. 

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

1.     ̈    Check if Transferee will take delivery of a
beneficial interest in the Rule 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 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 believed and believes is purchasing the beneficial interest
or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of
Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Rule 144A Global Note and/or the Definitive Note and in the
Indenture and the Securities Act. 

2.     ̈    Check if Transferee will take delivery of a
beneficial interest in the Temporary Regulation S Global Note, 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 

  
 B-1









 
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. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend
printed on the Regulation S Global Note, the Temporary Regulation S Global Note and/or the Definitive Note and in the Indenture and the Securities Act. 
 3.     ̈    Check if Transferee is an Institutional Accredited Investor that is not a QIB which will take
delivery of a beneficial interest in the Rule 501(a) Global Note or a Definitive Note. The Transfer is being effected other than pursuant to Rule 903 or Rule 904 under the Securities Act to an Institutional Accredited Investor that is not a
QIB and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believed and believes is an institutional “accredited investor”
within the meaning of Rule 501(a)(1), (2), (3), or (7) under the Securities Act that is not a QIB, that is purchasing for its own account or for the account of such an institutional “accredited investor” that is not a QIB, in each
case in a minimum principal amount of Notes of $250,000. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Rule 501(a) Global Note and/or the Definitive Note and in the Indenture and the Securities Act. 
 4.     ̈    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 Company or a subsidiary thereof; 
 or 

  
 B-2










(c)     ̈    such Transfer is being
effected pursuant to an effective registration statement under the Securities Act. 
 5.     ̈    Check if Transferee will take delivery of a beneficial interest in an Unrestricted Global Note or of an Unrestricted Definitive Note. 

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

  
 B-3









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

			
	  

	[Insert Name of Transferor]
		
	By:	 	  

	Name:	 	
	Title:	 	


  

			
	Dated:	 	  



  
 B-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)	 	 ̈	  	Rule 144A Global Note (CUSIP             ), or
						
		 		 		 	(ii)	 	 ̈	  	Regulation S Global Note (CUSIP             ), or
						
		 		 		 	(iii)	 	 ̈	  	Rule 501(a) Global Note (CUSIP             ), or
					
		 		 	(b)	 	 ̈	 	a Restricted Definitive Note.
		
	2.	 	After the Transfer the Transferee will hold:
	
	[CHECK ONE]
					
		 		 	(a)	 	 ̈	 	a beneficial interest in the:
						
		 		 		 	(i)	 	 ̈	  	Rule 144A Global Note (CUSIP             ), or
						
		 		 		 	(ii)	 	 ̈	  	Regulation S Global Note (CUSIP             ), or
						
		 		 		 	(ii)	 	 ̈	  	Rule 501(a) Global Note (CUSIP             ), or
						
		 		 		 	(iii)	 	 ̈	  	Unrestricted Global Note (CUSIP             ); or
					
		 		 	(b)	 	 ̈	 	a Restricted Definitive Note; or
					
		 		 	(c)	 	 ̈	 	an Unrestricted Definitive Note,
			
		 		 	in accordance with the terms of the Indenture.


  
 B-5









 EXHIBIT C 
 FORM OF CERTIFICATE OF EXCHANGE 
 Broder Bros., Co. 

Six Neshaminy Interplex, 6th Floor 
 Trevose, PA
19053 
 U.S. Bank National Association 

100 Wall Street, Suite 1600 
 New York, NY 10005

 Attention: Corporate Trust Services 
 Re: 12%/15% Senior PIK Toggle Notes due 2013 
 (CUSIP
            ) 
 Reference is hereby made to the Indenture, dated as of
May 20, 2009 (the “Indenture”), by and among Broder Bros., Co., as issuer (the “Company”), the Guarantors from time to time party thereto and U.S. Bank National Association, as trustee.
Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. 

                         
               , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal
amount of $             in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 

[CHECK ALL THAT APPLY] 
 1.
Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note 

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

  
 C-1









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

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

(a)     ̈    Check if Exchange is from beneficial interest in a
Restricted Global Note to Restricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner hereby certifies
that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to
be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act. 
 (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]  ̈ Rule 144A Global Note,
 ̈ Regulation S Global Note or  ̈ Rule 501(a) Global Note, with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is
being acquired for the Owner’s own account 

  
 C-2









 
without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the
Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be
subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act. 
 This certificate and the statements contained herein are made for your benefit and the benefit of the Company. 

 

			
	  

	[Insert Name of Transferor]
		
	By:	 	  

	Name:	 	
	Title:	 	


  

			
	Dated:	 	  



  
 C-3









 EXHIBIT D 
 FORM OF SUBSIDIARY GUARANTEE 
 TO BE DELIVERED BY SUBSEQUENT GUARANTORS 

For value received, each Guarantor (which term includes any successor Person under the Indenture) has, jointly and severally, unconditionally guaranteed,
to the extent set forth in the Indenture and subject to the provisions in the Indenture dated as of May 20, 2009 (the “Indenture”) among Broder Bros., Co. (the “Company”), the
Guarantors listed on the signature pages thereto and U.S. Bank National Association, as trustee (the “Trustee”), (a) the due and punctual payment of the principal of, premium and interest on the Notes (as defined in the
Indenture), whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal of and interest on the Notes, if any, if lawful, and the due and punctual performance of all other obligations
of the Company to the Holders or the Trustee all in accordance with the terms of the Indenture and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in
full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders of Notes and to the Trustee pursuant to this Subsidiary
Guarantee and the Indenture are expressly set forth in Article 10 of the Indenture and reference is hereby made to the Indenture for the precise terms of this Subsidiary Guarantee. Each Holder of a Note, by accepting the same, agrees to and shall be
bound by such provisions. 
  

					
	BRODER BROS., CO.
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	
	
	[ADDITIONAL GUARANTORS]



  
 D-1









 EXHIBIT E 
 FORM OF SUPPLEMENTAL INDENTURE 
 TO BE DELIVERED BY SUBSEQUENT GUARANTORS

 SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of
            , 200    , among
                                        
(the “Guaranteeing Subsidiary”), a subsidiary of Broder Bros., Co. (or its permitted successor), a Delaware corporation (the “Company”), the Company, the other Guarantors (as defined in the Indenture
referred to herein) and U.S. Bank National Association, as trustee under the indenture referred to below (the “Trustee”). 
 W I T N E S S E T H 
 WHEREAS, the Company has heretofore executed and delivered to the Trustee an
indenture (the “Indenture”), dated as of May 20, 2009 providing for the issuance of 12%/15% Senior PIK Toggle Notes due 2013 (the “Notes”); 

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental
indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Subsidiary
Guarantee”); and 
 WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this
Supplemental Indenture. 
 NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which
is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 
 1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. 

2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees as follows: 

(a) Along with all Guarantors named in the Indenture, to jointly and severally Guarantee to each Holder of a Note
authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, the Notes or the obligations of the Company hereunder or thereunder, that: 

(i) the principal of, and premium, if any, and interest on the Notes will be promptly paid in full when due, whether at
maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be
promptly paid in full or performed, all in accordance with the terms hereof and thereof; and 

  
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 (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 shall be jointly and severally obligated to pay the same immediately. 
 (b) The obligations hereunder shall be unconditional, 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 Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable
discharge or defense of a Guarantor. 
 (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 Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever. 

(d) This Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the
Notes and the 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 Company, the Guarantors, or any custodian, trustee, liquidator or other similar official acting in relation to
either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary 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 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 of the Indenture for the purposes of this Subsidiary
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 Guarantors for the purpose of this Subsidiary Guarantee. 

  
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 (h) 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 Subsidiary Guarantee. 
 (i) Pursuant to Section 10.02 of the Indenture, after giving effect to any maximum amount and all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy or
fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under Article 10 of the
Indenture, this new Subsidiary Guarantee shall be limited to the maximum amount permissible such that the obligations of such Guarantor under this Subsidiary Guarantee will not constitute a fraudulent transfer or conveyance. 

3. EXECUTION AND DELIVERY. Each Guaranteeing Subsidiary agrees that the Subsidiary Guarantees shall remain
in full force and effect notwithstanding any failure to endorse on each Note a notation of such Subsidiary Guarantee. 
 4.
GUARANTEEING SUBSIDIARY MAY CONSOLIDATE, ETC. ON CERTAIN TERMS. 

(a) The Guaranteeing Subsidiary may not sell or otherwise dispose of all substantially all of its assets to, or
consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor unless: 

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

(ii) either (A) subject to Sections 10.04 and 10.05 of the Indenture, the Person acquiring the property in any such
sale or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the
Trustee, under the Notes, the Indenture and the Subsidiary Guarantee on the terms set forth herein or therein; or (B) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of the Indenture,
including without limitation, Section 4.10 thereof. 
 (b) In case of any such consolidation, merger, sale
or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Guarantee endorsed upon the Notes and the due and punctual
performance of all of the covenants and conditions of the Indenture to be performed by the Guarantor, such successor Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor.
Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable 

  
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under the Indenture which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal
rank and benefit under the Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of the Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof.

 (c) Except as set forth in Articles 4 and 5 and Section 10.05 of Article 10 of the Indenture, and
notwithstanding clauses (a) and (b) above, nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall prevent any sale or
conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor. 
 5.
RELEASES. 
 (a) In the event of any sale or other disposition of all or substantially all of the
assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the capital stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transaction) a
Restricted Subsidiary of the Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the capital stock of such Guarantor) or the corporation acquiring the property (in the
event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Subsidiary Guarantee; provided that the Net Proceeds of such sale or other
disposition are applied in accordance with the applicable provisions of the Indenture, including without limitation Section 4.10 of the Indenture. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of
Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of the Indenture, including without limitation Section 4.10 of the Indenture, the Trustee shall execute any documents reasonably
required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. 

(b) Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount
of principal of and interest on the Notes and for the other obligations of any Guarantor under the Indenture as provided in Article 10 of the Indenture. 
 6. NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, will have
any liability for any obligations of the Company or the Guarantors under the Notes, this Indenture, the Subsidiary Guarantees, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by
accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws. 

  
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 7. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE
THIS SUPPLEMENTAL INDENTURE BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 

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 and the Company. 

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

			
	[GUARANTEEING SUBSIDIARY]
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	BRODER BROS., CO.,
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	U.S. BANK NATIONAL ASSOCIATION, as Trustee
		
	By:	 	  

		 	Authorized Signatory



  
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 EXHIBIT F 
 INCUMBENCY CERTIFICATE 
 The undersigned,
                                    , being the
                                     of
                                        
(the “Company”) does hereby certify that the individuals listed below are qualified and acting officers of the Company as set forth in the right column opposite their respective names and the signatures appearing in the extreme right
column opposite the name of each such officer is a true specimen of the genuine signature of such officer and such individuals have the authority to execute documents to be delivered to, or upon the request of, U.S. Bank National Association. as
Trustee under the Indenture dated as of             , 20    , by and between the Company and U.S. Bank National Association. 

 

					
	 Name
	  	 Title
	  	 Signature

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  


 IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Certificate as of the
             day of             , 20    . 

 

			
	By:	 	  

		 	Name:
		 	Title:



  
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