Exhibit 4.1



 Exhibit 4.1 
  

 
  

NN, INC. 
 AND EACH OF THE
GUARANTORS PARTY HERETO 
 10.25% SENIOR NOTES DUE 2020 
  

 
 INDENTURE 

Dated as of October 19, 2015 
  

 
 U.S. Bank
National Association 
 Trustee 
  

 
  

 
  







 CROSS-REFERENCE TABLE* 
  

			
	 Trust Indenture

Act Section
	  	Indenture Section
	 310(a)(1)
	  	7.10
	 (a)(2)
	  	7.10
	 (a)(3)
	  	N.A.
	 (a)(4)
	  	N.A.
	 (a)(5)
	  	7.10
	 (b)
	  	7.03; 7.10
	 (c)
	  	N.A.
	 311(a)
	  	7.11
	 (b)
	  	7.11
	 (c)
	  	N.A.
	 312(a)
	  	2.05
	 (b)
	  	13.03
	 (c)
	  	13.03
	 313(a)
	  	7.06
	 (b)(2)
	  	7.06; 7.07
	 (c)
	  	7.06;13.02
	 (d)
	  	7.06
	 314(a)
	  	4.03; 4.04; 13.02; 13.05
	 (c)(1)
	  	13.04
	 (c)(2)
	  	13.04
	 (c)(3)
	  	N.A.
	 (e)
	  	13.05
	 (f)
	  	N.A.
	 315(a)
	  	7.01
	 (b)
	  	7.05; 13.02
	 (c)
	  	7.01
	 (d)
	  	6.05; 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; 9.03
	 317(a)(1)
	  	6.08
	 (a)(2)
	  	6.09
	 (b)
	  	2.04
	 318(a)
	  	13.01
	 (b)
	  	N.A.
	 (c)
	  	13.01

  
 N.A. means
not applicable. 
  

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









							
	TABLE OF CONTENTS	  
			
	 	  	 	  	Page	 
	ARTICLE 1	  
	
	DEFINITIONS AND INCORPORATION BY REFERENCE	  
			
	Section 1.01	  	Definitions.	  	 	1	  
	Section 1.02	  	Other Definitions.	  	 	21	  
	Section 1.03	  	Incorporation by Reference of Trust Indenture Act.	  	 	21	  
	Section 1.04	  	Rules of Construction.	  	 	22	  
	
	ARTICLE 2	  
	
	 THE NOTES
	   

			
	Section 2.01	  	Form and Dating.	  	 	22	  
	Section 2.02	  	Execution and Authentication.	  	 	23	  
	Section 2.03	  	Registrar and Paying Agent.	  	 	23	  
	Section 2.04	  	Paying Agent to Hold Money in Trust.	  	 	24	  
	Section 2.05	  	Holder Lists.	  	 	24	  
	Section 2.06	  	Transfer and Exchange.	  	 	24	  
	Section 2.07	  	Replacement Notes.	  	 	34	  
	Section 2.08	  	Outstanding Notes.	  	 	34	  
	Section 2.09	  	Treasury Notes.	  	 	35	  
	Section 2.10	  	Temporary Notes.	  	 	35	  
	Section 2.11	  	Cancellation.	  	 	35	  
	Section 2.12	  	Defaulted Interest.	  	 	35	  
	Section 2.13	  	CUSIP Numbers.	  	 	35	  
	
	ARTICLE 3	  
	
	REDEMPTION AND PREPAYMENT	  
			
	Section 3.01	  	Notices to Trustee.	  	 	36	  
	Section 3.02	  	Selection of Notes to Be Redeemed or Purchased.	  	 	36	  
	Section 3.03	  	Notice of Redemption.	  	 	36	  
	Section 3.04	  	Effect of Notice of Redemption.	  	 	37	  
	Section 3.05	  	Deposit of Redemption or Purchase Price.	  	 	37	  
	Section 3.06	  	Notes Redeemed or Purchased in Part.	  	 	38	  
	Section 3.07	  	Optional Redemption.	  	 	38	  
	Section 3.08	  	Mandatory Redemption.	  	 	39	  
	Section 3.09	  	Offer to Purchase by Application of Excess Proceeds.	  	 	39	  
	
	ARTICLE 4	  
	
	COVENANTS	  
			
	Section 4.01	  	Payment of Notes.	  	 	40	  
	Section 4.02	  	Maintenance of Office or Agency.	  	 	41	  
	Section 4.03	  	Reports.	  	 	41	  
	Section 4.04	  	Compliance Certificate.	  	 	42	  
	Section 4.05	  	Taxes.	  	 	42	  
	Section 4.06	  	Stay, Extension and Usury Laws.	  	 	42	  


  
 -i- 









							
	 	  	 	  	Page	 
	Section 4.07	  	Restricted Payments.	  	 	43	  
	Section 4.08	  	Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.	  	 	46	  
	Section 4.09	  	Incurrence of Indebtedness and Issuance of Preferred Stock.	  	 	48	  
	Section 4.10	  	Asset Sales.	  	 	51	  
	Section 4.11	  	Transactions with Affiliates.	  	 	53	  
	Section 4.12	  	Liens.	  	 	54	  
	Section 4.13	  	[Intentionally Omitted.]	  	 	54	  
	Section 4.14	  	Corporate Existence.	  	 	54	  
	Section 4.15	  	Offer to Repurchase Upon Change of Control.	  	 	54	  
	Section 4.16	  	[Intentionally Omitted.]	  	 	56	  
	Section 4.17	  	Limitation on Sale and Leaseback Transactions.	  	 	56	  
	Section 4.18	  	[Intentionally Omitted.]	  	 	56	  
	Section 4.19	  	[Intentionally Omitted.]	  	 	56	  
	Section 4.20	  	Additional Note Guarantees.	  	 	56	  
	Section 4.21	  	Designation of Restricted and Unrestricted Subsidiaries.	  	 	57	  
	
	ARTICLE 5	  
	
	SUCCESSORS	  
			
	Section 5.01	  	Merger, Consolidation, or Sale of Assets.	  	 	57	  
	Section 5.02	  	Successor Corporation Substituted.	  	 	58	  
	
	ARTICLE 6	  
	
	DEFAULTS AND REMEDIES	  
			
	Section 6.01	  	Events of Default.	  	 	59	  
	Section 6.02	  	Acceleration.	  	 	60	  
	Section 6.03	  	Other Remedies.	  	 	60	  
	Section 6.04	  	Waiver of Past Defaults.	  	 	61	  
	Section 6.05	  	Control by Majority.	  	 	61	  
	Section 6.06	  	Limitation on Suits.	  	 	61	  
	Section 6.07	  	Rights of Holders of Notes to Receive Payment.	  	 	61	  
	Section 6.08	  	Collection Suit by Trustee.	  	 	62	  
	Section 6.09	  	Trustee May File Proofs of Claim.	  	 	62	  
	Section 6.10	  	Priorities.	  	 	62	  
	Section 6.11	  	Undertaking for Costs.	  	 	63	  
	
	ARTICLE 7	  
	
	TRUSTEE	  
			
	Section 7.01	  	Duties of Trustee.	  	 	63	  
	Section 7.02	  	Rights of Trustee.	  	 	64	  
	Section 7.03	  	Individual Rights of Trustee.	  	 	65	  
	Section 7.04	  	Trustee’s Disclaimer.	  	 	65	  
	Section 7.05	  	Notice of Defaults.	  	 	65	  
	Section 7.06	  	Reports by Trustee to Holders of the Notes.	  	 	65	  
	Section 7.07	  	Compensation and Indemnity.	  	 	66	  
	Section 7.08	  	Replacement of Trustee.	  	 	66	  
	Section 7.09	  	Successor Trustee by Merger, etc.	  	 	67	  
	Section 7.10	  	Eligibility; Disqualification.	  	 	67	  
	Section 7.11	  	Preferential Collection of Claims Against Company.	  	 	67	  


  
 -ii- 









							
	 	  	 	  	Page	 
	ARTICLE 8	  
	
	LEGAL DEFEASANCE AND COVENANT DEFEASANCE	  
			
	Section 8.01	  	Option to Effect Legal Defeasance or Covenant Defeasance.	  	 	68	  
	Section 8.02	  	Legal Defeasance and Discharge.	  	 	68	  
	Section 8.03	  	Covenant Defeasance.	  	 	68	  
	Section 8.04	  	Conditions to Legal or Covenant Defeasance.	  	 	69	  
	Section 8.05	  	Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions.	  	 	70	  
	Section 8.06	  	Repayment to Company.	  	 	70	  
	Section 8.07	  	Reinstatement.	  	 	70	  
	
	ARTICLE 9	  
	
	AMENDMENT, SUPPLEMENT AND WAIVER	  
			
	Section 9.01	  	Without Consent of Holders of Notes.	  	 	71	  
	Section 9.02	  	With Consent of Holders of Notes.	  	 	71	  
	Section 9.03	  	Compliance with Trust Indenture Act.	  	 	73	  
	Section 9.04	  	Revocation and Effect of Consents.	  	 	73	  
	Section 9.05	  	Notation on or Exchange of Notes.	  	 	73	  
	Section 9.06	  	Trustee to Sign Amendments, etc.	  	 	73	  
	
	ARTICLE 10	  
	
	[INTENTIONALLY OMITTED.]	  
	
	ARTICLE 11	  
	
	NOTE GUARANTEES	  
			
	Section 11.01	  	Guarantee.	  	 	74	  
	Section 11.02	  	[Intentionally Omitted.]	  	 	75	  
	Section 11.03	  	Limitation on Guarantor Liability.	  	 	75	  
	Section 11.04	  	Execution and Delivery of Note Guarantee.	  	 	75	  
	Section 11.05	  	Guarantors May Consolidate, etc., on Certain Terms.	  	 	75	  
	Section 11.06	  	Releases.	  	 	76	  
	
	ARTICLE 12	  
	
	SATISFACTION AND DISCHARGE	  
			
	Section 12.01	  	Satisfaction and Discharge.	  	 	77	  
	Section 12.02	  	Application of Trust Money.	  	 	77	  
	
	ARTICLE 13	  
	
	MISCELLANEOUS	  
			
	Section 13.01	  	Trust Indenture Act Controls.	  	 	78	  
	Section 13.02	  	Notices.	  	 	78	  
	Section 13.03	  	Communication by Holders of Notes with Other Holders of Notes.	  	 	79	  
	Section 13.04	  	Certificate and Opinion as to Conditions Precedent.	  	 	79	  
	Section 13.05	  	Statements Required in Certificate or Opinion.	  	 	80	  


  
 -iii- 









							
	 	  	 	  	Page	 
	Section 13.06	  	Rules by Trustee and Agents.	  	 	80	  
	Section 13.07	  	No Personal Liability of Directors, Officers, Employees, Incorporators and Stockholders.	  	 	80	  
	Section 13.08	  	Governing Law.	  	 	80	  
	Section 13.09	  	No Adverse Interpretation of Other Agreements.	  	 	80	  
	Section 13.10	  	Successors.	  	 	80	  
	Section 13.11	  	Severability.	  	 	81	  
	Section 13.12	  	Counterpart Originals.	  	 	81	  
	Section 13.13	  	Table of Contents, Headings, etc.	  	 	81	  
	Section 13.14	  	Waiver of Jury Trial.	  	 	81	  
	
	EXHIBITS	  
			
	Exhibit A	  	FORM OF NOTE	  	 	A-1	  
	Exhibit B	  	FORM OF CERTIFICATE OF TRANSFER	  	 	B-1	  
	Exhibit C	  	FORM OF CERTIFICATE OF EXCHANGE	  	 	C-1	  
	Exhibit D	  	FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR	  	 	D-1	  
	Exhibit E	  	FORM OF NOTATION OF GUARANTEE	  	 	E-1	  
	Exhibit F	  	FORM OF SUPPLEMENTAL INDENTURE	  	 	F-1	  


  
 -iv- 








 INDENTURE dated as of October 19, 2015 among NN, Inc., a Delaware corporation, the
Guarantors (as defined) and U.S. Bank National Association, as Trustee. 
 The Company, the Guarantors and the Trustee agree as follows for
the benefit of each other and for the equal and ratable benefit of the Holders (as defined) of the 10.25% Senior Notes due 2020 (the “Notes”): 

ARTICLE 1 
 DEFINITIONS
AND INCORPORATION BY REFERENCE 
  

	Section 1.01	Definitions. 

 “144A Global Note” means a Global Note
substantially in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued in a denomination
equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A. 
 “Acquired Debt” means, with
respect to any specified Person: 
 (1) Indebtedness of any other Person existing at the time such other Person is merged
with or into or became a Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Subsidiary of, such specified Person; and

 (2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person. 

“Additional Interest” means all special interest then owing pursuant to the Registration Rights Agreement. 

“Additional Notes” means additional Notes (other than the Initial Notes and other than issuances pursuant to
Sections 2.06, 2.07, 2.10, 3.06, 3.09, 4.10, 4.15 or 9.05 hereof and other than Exchange Notes) issued under this Indenture in accordance with Sections 2.02 and 4.09 hereof, as part of the same series as the Initial Notes. 

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under
direct or indirect common control with such specified Person. 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. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control
with” have correlative meanings. 
 “Agent” means any Custodian, Registrar, co-registrar, Paying Agent or additional
paying agent. 
 “Applicable Premium” means, with respect to a Note at any Redemption Date, the greater of (i) 1.0% of
the outstanding principal amount of such Note and (ii) the excess of (A) the present value at such time of (1) the redemption price of such Note at November 1, 2017 (as set forth in the table in Section 3.07(d) hereof) plus
(2) all required interest payments due on such Note through November 1, 2017 computed, in both cases, using a discount rate equal to the Treasury Rate plus 50 basis points, over (B) the outstanding principal amount of such Note. 

“Applicable Procedures” means, with respect to any payment, tender, redemption, 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 payment, tender, redemption, transfer or exchange. 







 “Asset Sale” means: 

(1) the sale, lease, conveyance or other disposition of any assets or property; provided that the sale, lease,
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 the provisions of Sections 4.15 and 5.01 hereof and not by Section 4.10 hereof;
or 
 (2) the issuance of Equity Interests in any of the Company’s Restricted Subsidiaries or the sale of Equity
Interests in any of its Restricted Subsidiaries (other than directors’ qualifying shares and shares required by applicable law to be held by a Person other than the Company or any of its Restricted 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 involve dispositions of assets or property having a Fair
Market Value of less than $25.0 million; 
 (2) a transfer of assets or property 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 inventory, products, services or accounts receivable
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) a Restricted Payment that does not violate Section 4.07 hereof or a Permitted Investment; 

(7) the licensing or sublicensing of intellectual property or other general intangibles in the ordinary course of business;

 (8) the granting of Liens not prohibited by this Indenture and the foreclosure thereon; 

(9) any surrender or waiver of contract rights or the settlement release or surrender of contract, tort or other litigation
claims in the ordinary course of business; 
 (10) any transfer constituting a taking, condemnation or other eminent domain
proceeding for which no proceeds are received; 
 (11) the creation of Liens; 

(12) the transfer of the Equity Interests or assets of Unrestricted Subsidiaries; 

(13) foreclosures on assets to the extent they would not otherwise result in a Default or Event of Default; 

(14) the lease or sublease of any real or personal property in the ordinary course of business; 

(15) sales, contributions, conveyances and other transfers of Receivables in connection with any Qualified Receivables
Transaction; and 

  
 -2- 








 (16) the sale, transfer or other disposition of fixed assets in the ordinary
course of business for the purpose of replacing such fixed assets; provided that any such fixed assets are replaced within one hundred eighty (180) days of such sale, transfer or other disposition with other fixed assets which have a
Fair Market Value not materially less than the Fair Market Value of the fixed assets sold, transferred or otherwise disposed. 

“Attributable Debt” in respect of a Sale and Leaseback Transaction means, at the time of determination, the present value of
the obligation of the lessee for net rental payments during the remaining term of the lease included in such Sale and Leaseback Transaction including any period for which such lease has been extended or may, at the option of the lessor, be extended.
Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP; provided, however, that if such Sale and Leaseback Transaction results in a
Capital Lease Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the definition of “Capital Lease Obligation.” 

“Bankruptcy Law” means Title 11 of the U.S. Code or any similar federal or state law for the relief of debtors. 

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

(1) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on
behalf of such board; 
 (2) with respect to a partnership, the Board of Directors of the general partner of the partnership;

 (3) with respect to a limited liability company, the managing member or members or any controlling committee of managing
members thereof; and 
 (4) with respect to any other Person, the board or committee of such Person serving a similar
function. 
 “Broker-Dealer” means a broker or dealer registered under the Exchange Act. 

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

“Capital Distribution” means a payment made, liability incurred or other consideration given by the Company or any of its
Subsidiaries, for the purchase, acquisition, redemption, repurchase, payment, defeasance, cancellation, termination or retirement of any capital stock or other Equity Interest of the Company or such Subsidiary, as applicable, or as a dividend,
return of capital or other distribution (other than any stock dividend, stock split or other equity distribution payable only in its common Capital Stock or other common Equity Interests) in respect of the Company’s or such Subsidiary’s
(as the case may be) Capital Stock or other Equity Interest. 
 “Capital Lease Obligation” means, at the time any
determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet prepared in accordance with GAAP, and the Stated Maturity thereof shall be the date of
the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty. 

  
 -3- 








 “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; 

(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 one year from the date of acquisition; 

(3) securities issued or directly and fully guaranteed by any state of the United States of America or any political
subdivision of any such state or any public instrumentality thereof having one of the two highest ratings obtainable from Moody’s or S&P and, in each case, having maturities of not more than one year after the date of acquisition; 

(4) certificates of deposit, money market deposits and eurodollar time deposits with maturities of one year or less from the
date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case, with any lender party to the Credit Agreement or with any domestic commercial bank having capital and surplus in excess
of $250.0 million and a Thomson Bank Watch Rating of “B” or better; 
 (5) repurchase obligations with a term
of not more than 30 days for underlying securities of the types described in clauses (2), (3) and (4) above entered into with any financial institution meeting the qualifications specified in clause (4) above; 

(6) commercial paper having one of the two highest ratings obtainable from Moody’s or S&P and, in each case, maturing
within one year after the date of acquisition; 
 (7) money market funds at least 90% of the assets of which constitute Cash
Equivalents of the kinds described in clauses (1) through (6) of this definition; and 
 (8) in the case of any
Subsidiary organized or having its principal place of business outside the United States or any state of the United States or the District of Columbia, investments denominated in the currency of the jurisdiction in which that Subsidiary is organized
or has its principal place of business which are similar to the items specified in clauses (1) through (7) above, including, without limitation, any deposit with a bank that is a lender to any Restricted Subsidiary of the Company. 

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

(1) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act)
becomes the Beneficial Owner of 50% or more of the Company’s common Equity Interests; 

  
 -4- 








 (2) any sale, lease, exchange or other transfer (in one transaction or a series
of related transactions), but other than by way of merger or consolidation, of all or substantially all of the assets of the Company to any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the
Exchange Act) (other than a Restricted Subsidiary of the Company) (whether or not otherwise in compliance with the provisions of this Indenture); or 

(3) the approval by the holders of Capital Stock of the Company of any plan or proposal for the liquidation or dissolution of
the Company (whether or not otherwise in compliance with the provisions of this Indenture). 
 “Clearstream” means
Clearstream Banking, S.A. 
 “Company” means NN, Inc., and any and all successors thereto. 

“Consolidated EBITDA” means, with respect to any specified Person for any period, the Consolidated Net Income of such Person
for such period plus, without duplication: 
 (1) provision for taxes based on income or profits 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 

(2) the 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 
 (3) depreciation, amortization (including
amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash charges and expenses of such Person and its Restricted Subsidiaries for such period to the extent that such
depreciation, amortization and other non-cash charges and expenses were deducted in computing such Consolidated Net Income; plus 

(4) foreign exchange losses resulting from converting foreign currency-based income to U.S. dollar-based income to the extent
such amounts were deducted in computing Consolidated Net Income; plus 
 (5) all costs and expenses arising from or
related to Transactions, including, without limitation, the issuance of the Notes and the incurrence of the Credit Facilities, to the extent such costs and expenses were deducted in computing Consolidated Net Income; plus 

(6) to the extent non-recurring and not capitalized, any fees, costs and expenses of the Company and its Restricted
Subsidiaries incurred as a result of Permitted Investments and Asset Sales permitted hereunder and the issuance, repayment or amendment of Equity Interests or Indebtedness permitted hereunder (in each case, whether or not consummated), to the extent
such fees, costs and expenses were deduced in computing Consolidated Net Income; minus 
 (7) foreign exchange gains
resulting from converting foreign currency-based income to U.S. dollar-based income to the extent such amounts were included in computing Consolidated Net Income; minus 

(8) non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary
course of business, 
 in each case, on a consolidated basis and determined in accordance with GAAP. 

  
 -5- 








 “Consolidated Net Income” means, with respect to any specified Person for any
period, the aggregate of the net income (loss) of such Person and its Restricted Subsidiaries for such period, on a consolidated basis (but excluding the net income (loss) of any Unrestricted Subsidiary of such Person), determined in
accordance with GAAP and without any reduction for preferred stock dividends; provided that: 
 (1) all extraordinary
gains and losses and all gains and losses realized in connection with any Asset Sale or the disposition of securities or the early extinguishment of Indebtedness, together with any related provision for taxes on any such gain, will be excluded, in
each case net of taxes, fees and expenses relating to the transaction giving rise thereto; 
 (2) 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 included only to the extent of the amount of dividends or similar distributions paid in cash to the specified Person or a Restricted
Subsidiary of the specified Person; 
 (3) solely for the purposes of determining the amount available for
Restricted Payments under clause (ii)(c) of Section 4.07(a) hereof, 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; 

(4) any gain or loss realized as a result of the cumulative effect of a change in accounting principles will be excluded; and

 (5) any non-cash compensation charge or expense realized for grant of stock appreciation or similar rights, stock options
or other rights to officers, directors and employees will be excluded. 
 “Consolidated Secured Debt Ratio” as of any date
of determination means the ratio of (1) Consolidated Total Indebtedness of the Company and its Restricted Subsidiaries that is secured by Liens as of the date of the most recent internal balance sheet of the Company immediately preceding the
date on which such calculation is being made to (2) the Consolidated EBITDA of the Company for the most recently ended four full fiscal quarters for which internal financial statements are available as of the date on which such calculation is
being made, in each case with such pro forma adjustments to Consolidated Total Indebtedness and Consolidated EBITDA as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage
Ratio. 
 “Consolidated Total Net Debt Ratio” as of any date of determination means the ratio of (1) Consolidated
Total Indebtedness of the Company and its Restricted Subsidiaries (net of unrestricted cash and cash equivalents on the consolidated balance sheet of the Company calculated in accordance with GAAP) as of the date of the most recent internal balance
sheet of the Company immediately preceding the date on which such calculation is being made to (2) the Consolidated EBITDA of the Company for the most recently ended four full fiscal quarters for which internal financial statements are
available as of the date on which such calculation is being made, in each case with such pro forma adjustments to Consolidated Total Indebtedness and Consolidated EBITDA as are appropriate and consistent with the pro forma adjustment provisions set
forth in the definition of Fixed Charge Coverage Ratio. 
 “Consolidated Total Indebtedness” means, as at any date of
determination, an amount equal to the sum of the aggregate amount of all outstanding Indebtedness for borrowed money of the Company and its Restricted Subsidiaries on a consolidated basis, Obligations in respect of Capital Lease Obligations,
Attributable Debt and debt obligations evidenced by promissory notes and similar instruments. 
 “continuing” means, with
respect to any Default or Event of Default, that such Default or Event of Default has not been cured or waived. 
 “Corporate Trust
Office of the Trustee” will be at the address of the Trustee specified in Section 13.02 hereof, and for purposes of Sections 2.03 and 4.02, such office shall also mean the office or agency of the Trustee located at U.S. Bank
National Association - Corporate Trust Services, 333 Commerce Street, Suite 800, Nashville, Tennessee 37201, or such other address as to which the Trustee may give notice to the Company. 

  
 -6- 








 “Credit Agreement” means that certain Credit Agreement, dated as of the
Issue Date, by and among the Company, the other loan parties party thereto, the lenders party thereto, KeyBank National Association, as administrative agent, 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. 
 “Credit Facilities” means, one or more debt facilities
(including, without limitation, the Credit Agreement), indentures, debt instruments, security documents and other related agreements or commercial paper facilities, in each case, with banks, other institutional lenders or other obligees providing
for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables), letters of credit, debt securities
or other Indebtedness 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, and without limitation as to amount, terms, conditions, covenants and other provisions, or lenders or holders, from time to time. 

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

“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 to such provisions unless such repurchase or redemption complies with Section 4.07 hereof. 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; provided, however, the amount of any Disqualified Stock that does not have a fixed redemption, repayment or repurchase price will be calculated in accordance with the terms of
such Disqualified Stock as if such Disqualified Stock were redeemed, repaid or repurchased on any date on which the amount of such Disqualified Stock is to be determined pursuant to this Indenture; provided, further, that if such
Disqualified Stock could not be required to be redeemed, repaid or repurchased at the time of such determination, the redemption, repayment or repurchase price will be the book value of such Disqualified Stock as reflected in the most recent
financial statements of such Person. 

  
 -7- 








 “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. 

“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). 
 “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 Notes” means the Notes issued in the Exchange Offer pursuant
to Section 2.06(f) hereof. 
 “Exchange Offer” has the meaning set forth in the Registration Rights
Agreement. 
 “Exchange Offer Registration Statement” has the meaning set forth in the Registration Rights
Agreement. 
 “Fair Market Value” means the value that would be paid by a willing buyer to an unaffiliated
willing seller in a transaction not involving undue pressure or compulsion of either party to complete the transaction, determined in good faith by the Company; provided that transactions with a Fair Market Value in excess of
$25.0 million shall be determined in good faith by the Board of Directors of the Company, except as otherwise provided in this Indenture. 

“Fixed Charge Coverage Ratio” means with respect to any specified Person for any four-quarter reference period, the
ratio of the Consolidated EBITDA of such Person and its Restricted Subsidiaries for such period to the Fixed Charges of such Person and its Restricted Subsidiaries for such period. In the event that the specified Person or any of its Restricted
Subsidiaries incurs, assumes, Guarantees, repays, repurchases, redeems, defeases or otherwise discharges any Indebtedness (other than ordinary working capital borrowings) or issues, repurchases or redeems preferred stock subsequent to the
commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”),
then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect to such incurrence, assumption, Guarantee, repayment, repurchase, redemption, defeasance or other discharge of Indebtedness, or such issuance, repurchase or redemption
of preferred stock, 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 thereto, including any related expenses and cost reductions estimated in good faith
by such Person’s chief financial officer as if they had occurred on the first day of such period to extent that such expenses, cost reductions and other adjustments are (A) realizable within 12 months of such transaction, (B) directly
attributable to such transaction, (C) factually supportable, (D) reasonably identifiable, (E) expected to have a continuing impact on such Person and its Subsidiaries and (F) consistent with Regulation S-X under the Securities
Act; 
 (2) if since the beginning of the four-quarter reference period any Person (that subsequently became a Restricted
Subsidiary of the specified Person or any of its Restricted Subsidiaries or was merged with or into the specified Person or any of its Restricted Subsidiaries since the beginning of that period) has made any acquisitions and dispositions including
through mergers or consolidations and including any related 

  
 -8- 








 
financing transactions that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect thereto (as described in
clause (1) above), including any related expense and cost reductions estimated in good faith by such Person’s chief financial officer as if they had occurred on the first day of such reference period to extent that such expenses, cost
reductions and other adjustments are (A) realizable within 12 months of such transaction, (B) directly attributable to such transaction, (C) factually supportable, (D) reasonably identifiable, (E) expected to have a
continuing impact on such Person and its Subsidiaries and (F) consistent with Regulation S-X under the Securities Act; 

(3) the Consolidated EBITDA 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; 
 (4) 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; 

(5) 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 reference period; 
 (6) 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 reference period; and 

(7) 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; provided that any Hedging Obligation has a remaining term as at the
Calculation Date of less than 12 months shall be taken into account for the number of months remaining). 
 “Fixed
Charges” means, with respect to any specified Person for any period, the sum, without duplication, of: 
 (1) the
consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, including, without limitation, amortization of 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, imputed interest with respect to Attributable Debt, 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; plus 

(2) the consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalized during such period;
plus 
 (3) any interest on Indebtedness of another Person that is guaranteed by such Person or one of its Restricted
Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, but only to the extent 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 combined federal, state and local statutory tax rate of such Person, expressed as a decimal, 

  
 -9- 








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

Fixed Charges will exclude (x) the amortization or write-off of debt issuance costs and deferred financing fees, commissions, fees and
expenses, (y) any expensing of interim loan commitment and other financing fees and (z) non-cash interest on any convertible or exchangeable notes that exists by virtue of the bifurcation of the debt and equity components of convertible or
exchangeable notes and the application FASB Staff Position APB 14-1 or any similar provision. 
 “Foreign
Subsidiary” means (i) any Restricted Subsidiary of the Company that is not a Domestic Subsidiary, (ii) any Restricted Subsidiary that has no material assets other than Capital Stock, securities or indebtedness of one or more
Foreign Subsidiaries and (iii) a Subsidiary of an entity described in the preceding clauses (i) and (ii). 

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

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

“Government Securities” means direct obligations of, or obligations guaranteed by (including in each case certificates
representing an ownership interest in such obligations), the United States of America (including any agency or instrumentality thereof), and the full and timely 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 each Subsidiary of the Company that executes a Note Guarantee in accordance with the provisions of
this Indenture, and their respective successors and assigns, in each case, until the Note Guarantee of such Person has been released in accordance with the provisions of this Indenture. 

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

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


  
 -10- 








 “IAI Global Note” means a Global Note substantially in the form of
Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee that will be issued in a denomination equal to the outstanding
principal amount of the Notes sold to Institutional Accredited Investors. 
 “Immaterial Subsidiary” means as
of any date, any Restricted Subsidiary whose total assets, as of that date, are less than $250,000 and whose total revenues for the most recent 12-month period do not exceed $250,000; provided that a Restricted Subsidiary will not be
considered to be an Immaterial Subsidiary if it, directly or indirectly, guarantees or otherwise provides direct credit support for any Indebtedness of the Company.  

“Indebtedness” means, with respect to any specified Person, any indebtedness of such Person (excluding accrued
expenses and trade payables), whether or not contingent:  
 (1) in respect of borrowed money; 

(2) representing Capital Lease Obligations or Attributable Debt in respect of Sale and Leaseback Transactions; 

(3) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect
thereof) or in respect of banker’s acceptances (other than obligations with respect to letters of credit or bankers’ acceptances securing obligations (other than obligations described in (1) or (2) above) entered into in the
ordinary course of business of such Person to the extent such letters of credit or bankers’ acceptances are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than the third business day following receipt by
such Person of a demand for reimbursement following payment on the letter of credit or bankers’ acceptances); 
 (4)
representing the balance deferred and unpaid of the purchase price of any property or services due more than six months after such property is acquired or such services are completed, except any such balance that constitutes an accrued expense or
trade payable; or 
 (5) representing any Hedging Obligations, 

if and to the extent any of the preceding items (other than letters of credit, Attributable Debt 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. 

For the avoidance of doubt, “Indebtedness” will not include: 

(a) current trade payables or other accrued liabilities incurred in the ordinary course of business and payable in accordance
with customary practices; 
 (b) deferred tax obligations; 

(c) minority interest; 

(d) non-interest bearing installment obligations and accrued liabilities incurred in the ordinary course of business; 

(e) obligations of the Company or any Restricted Subsidiary pursuant to contracts for, or options, puts or similar arrangements
relating to, the purchase of raw materials or the sale of inventory at a time in the future entered into in the ordinary course of business; 

  
 -11- 








 (f) any endorsement of negotiable instruments for collection in the ordinary
course of business; 
 (g) stand-by letters of credit to the extent collateralized by cash or Cash Equivalents; and 

(h) Indebtedness that has been defeased or satisfied and discharged in accordance with the terms of the documents governing
such Indebtedness. 
 “Indenture” means this Indenture, as amended or supplemented from time to time. 

“Indirect Participant” means a Person who holds a beneficial interest in a Global Note through a Participant.

 “Initial Notes” means the first $300.0 million aggregate principal amount of Notes issued under this
Indenture on the Issue Date. 
 “Initial Purchasers” means SunTrust Robinson Humphrey, Inc., KeyBanc Capital
Markets Inc. and Regions Securities LLC. 
 “Institutional Accredited Investor” means an institution that is
an “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act that is not also a QIB. 

“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 Restricted Subsidiary of the Company sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted 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 in the final paragraph of Section 4.07 hereof. The acquisition by the Company or any Restricted 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 Restricted Subsidiary in such third Person in an amount equal to the Fair Market Value of the Investments held by the acquired Person in such third Person in an amount determined as provided in the final paragraph of
Section 4.07 hereof. 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” means October 19, 2015. 

“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. 
 “Letter of Transmittal” means the letter
of transmittal to be prepared by the Company and sent to all Holders of the Notes for use by such Holders in connection with the Exchange Offer. 

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any
kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or
give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction. 

  
 -12- 








 “Moody’s” means Moody’s Investors Service, Inc. and any
successor to its rating agency business. 
 “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 received in any Asset Sale and any cash payments received
by way of deferred payment of principal pursuant to a note or installment, earn-out or otherwise, but only as and when received), net of the direct costs relating to such Asset Sale, including, without limitation, legal, title, accounting and
investment banking fees, and sales commissions, and any relocation expenses incurred as a result of the 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, any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP, any distribution and other payments required to be made to minority stockholders in Restricted
Subsidiaries as a result of such Asset Sale and payments of unassumed liabilities (not constituting Indebtedness) relating to the assets sold at the time of, or within 30 days after, the date of such Asset Sale. 

“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 (which may be by the terms of the instrument evidencing such Indebtedness) that they will not have any recourse to the stock (other than the stock of an Unrestricted Subsidiary pledged by the Company or any of its Restricted
Subsidiaries) 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. 
 “Note Guarantee” means the Guarantee by each Guarantor of the Company’s
obligations under this Indenture and the Notes, executed pursuant to the provisions of this Indenture. 

“Notes” has the meaning assigned to it in the preamble to this Indenture. The Initial Notes and the Additional Notes
shall be treated as a single class for all purposes under this Indenture, and, unless otherwise provided or 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. 
 “Offering Memorandum” means the
Company’s offering memorandum, dated October 16, 2015 relating to the offering of the Initial Notes. 

“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, any Assistant Secretary or any Vice-President of such Person. 

“Officer’s Certificate” means a certificate signed on behalf of the Company by an Officer of the Company that is
the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Company, that meets the requirements of Section 13.05 hereof. 

  
 -13- 








 “Opinion of Counsel” means an opinion from legal counsel who is
reasonably acceptable to the Trustee that meets the requirements of Section 13.05 hereof. The counsel may be an employee of or counsel to the Company 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, respectively (and, with respect to DTC, shall include Euroclear and Clearstream). 

“PEP” means Precision Engineered Products Holdings, Inc., a Delaware corporation. 

“PEP Acquisition” means the acquisition of all of the Capital Stock of PEP pursuant to the PEP Acquisition Agreement. 

“PEP Acquisition Agreement” means the Stock Purchase Agreement dated as of August 17, 2015 among the Company, PEP
Industries, LLC and PEP. 
 “Permitted Acquisition Debt” means Indebtedness of the Company or any of its Restricted
Subsidiaries to the extent such Indebtedness was Indebtedness of a Person that was merged or amalgamated into the Company or a Restricted Subsidiary prior to the date of such merger of amalgamation; provided that on the date such Subsidiary became a
Restricted Subsidiary or the date such Person was merged and amalgamated into the Company or a Restricted Subsidiary, as applicable, after giving pro forma effect thereto, the pro forma Fixed Charge Coverage Ratio for the Company would either be
(x) at least 2.0 to 1.0 or (y) greater than the actual Fixed Charge Coverage Ratio for the Company immediately prior to such transaction; provided that Indebtedness incurred pursuant to this clause (y) shall not exceed $50.0
million at any one time outstanding, excluding for the avoidance of doubt, the PEP Acquisition. 
 “Permitted
Business” means the business of the Company and its Subsidiaries as existing on the Issue Date and any other businesses that are the same, similar or reasonably related, ancillary or complementary thereto and reasonable extensions
thereof. 
 “Permitted Investments” means:  

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

(2) any Investment in cash or 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; 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, including, for the avoidance of doubt, the PEP Acquisition; 

(4) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale (or sales or other dispositions
of assets not constituting an Asset Sale) that was made pursuant to and in compliance with Section 4.10 hereof; 
 (5)
any acquisition of assets or Capital Stock solely in exchange for or using the net cash proceeds from the issuance of Equity Interests (other than Disqualified Stock) of the Company; 

(6) any Investments received (i) in compromise or resolution of (A) obligations of trade creditors 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 

  
 -14- 








 
bankruptcy or insolvency of any trade creditor or customer; or (B) litigation, arbitration or other disputes with Persons who are not Affiliates or (ii) upon foreclosure or enforcement
of any Lien in favor of the Company or any Restricted Subsidiary; 
 (7) Investments represented by Hedging Obligations; 

(8) loans or advances (or guarantees of loans or advances) to officers, directors or employees made in the ordinary course of
business of the Company or any Restricted Subsidiary of the Company; 
 (9) non-cash Investments made in any Foreign
Subsidiary consisting of obligations of such Foreign Subsidiary to pay Capital Distributions to the Company or any Guarantor that have been declared but the payment of which has been deferred; 

(10) Guarantees that are not prohibited by Section 4.09 hereof; 

(11) extensions of trade credit or receivables owing to the Company or any of its Restricted Subsidiaries and loans, advances
or other extensions of trade credit to customers and suppliers created or acquired in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent
reasonably necessary in order to prevent or limit loss; 
 (12) Investments consisting of prepaid expenses, negotiable
instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business by the Company or any Restricted Subsidiary; 

(13) Investments in joint ventures engaged in Permitted Businesses in an amount not to exceed $10.0 million when taken together
with all other Investments made pursuant to this clause (13) that are at the time outstanding; 
 (14) repurchases of
the Notes; 
 (15) Investments consisting of non-cash consideration received in the form of securities, notes or similar
obligations in connection with dispositions of obsolete assets or assets damaged in the ordinary course of business and permitted pursuant to this Indenture; 

(16) Investments existing on the Issue Date and any extensions thereof on terms no less favorable and in amounts no greater
than exist on the Issue Date; 
 (17) Investments the payment for which consists solely of Capital Stock of the Company
(other than Disqualified Stock) or net cash proceeds of a substantially concurrent sale of Capital Stock of the Company (other than Disqualified Stock); and 

(18) other Investments having an aggregate Fair Market Value (measured on the date each such Investment is made and without
giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (18) that are at the time outstanding, not to exceed the greater of $50.0 million and 2.5% of Total Assets as of the date
of any such Investment. 
 “Permitted Liens” means:  

(1) Liens on assets of the Company or any of its Restricted Subsidiaries securing Indebtedness incurred pursuant to
clause (1) of the definition of Permitted Debt; 
 (2) Liens in favor of the Company or the Guarantors, including
Liens securing Indebtedness of a Restricted Subsidiary owed to and held by the Company or another Restricted Subsidiary; 

  
 -15- 








 (3) Liens on property or shares of stock 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 or shares
of stock 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; 
 (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 Section 4.09(b)(4) hereof covering only the assets acquired with or financed by such Indebtedness; 

(7) Liens existing on the Issue Date (other than Liens securing Indebtedness outstanding under clause (1) of the
definition of Permitted Debt); 
 (8) Liens for taxes, assessments or other 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 Note Guarantees; 

(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 renewal, refunding, refinancing, replacement, defeasance
or discharge; 
 (13) Liens securing Indebtedness incurred pursuant to clause (12) of the definition of Permitted Debt;
provided that the Liens incurred pursuant to this clause (13) extend only to assets of Foreign Subsidiaries; 

(14) Liens securing Hedging Obligations; 

  
 -16- 








 (15) judgment Liens not resulting in an Event of Default; 

(16) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations
with 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; 

(17) Liens in favor of customs and revenue authorities to secure payment of customs duties in connection with the importation
of goods in the ordinary course of business; 
 (18) other Liens on assets of the Company or any of its Restricted
Subsidiaries securing Indebtedness or other obligations that, taken together with all other Liens outstanding pursuant to this clause (18), do not exceed $25.0 million at any one time outstanding; 

(19) Liens on Receivables incurred in connection with a Qualified Receivables Transaction; and 

(20) Liens on assets of the Company or any of its Restricted Subsidiaries securing Indebtedness; provided that at the
time of incurrence and after giving pro forma effect thereto, the Consolidated Secured Debt Ratio would be no greater than 3.0 to 1.0. 

“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 renew, 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 renewed, refunded, refinanced, replaced, defeased or discharged (plus all accrued interest on the Indebtedness and the amount of all fees and expenses,
including premiums, incurred in connection therewith); 
 (2) such Permitted Refinancing Indebtedness has a final maturity
date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged; 

(3) if the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged is subordinated in right of
payment to the Notes, such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and 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 renewed, refunded, refinanced, replaced, defeased or discharged; and 

(4) such Indebtedness is incurred either by the Company or by the Restricted Subsidiary who is the obligor on the Indebtedness
being renewed, refunded, refinanced, replaced, defeased or discharged. 
 “Person” means any individual,
corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity. 

“Private Placement Legend” means the legend set forth in Section 2.06(g)(1) hereof to be placed on all Notes
issued under this Indenture except where otherwise permitted by the provisions of this Indenture. 
 “QIB”
means a “qualified institutional buyer” as defined in Rule 144A. 
 “Qualified Receivables
Transaction” means any transaction or series of transactions that may be entered into by the Company or any Restricted Subsidiary in which the Company or such Restricted Subsidiary may sell, contribute, convey or otherwise transfer to, or
grant a security interest in for the benefit of, any other Person (other 

  
 -17- 








 
than the Company or a Subsidiary thereof), any Receivables (whether now existing or arising in the future) of the Company or any Restricted Subsidiary, and any related assets, including, without
limitation, all collateral securing such Receivables, all contracts and all guarantees or other obligations in respect of such Receivables, proceeds of such Receivables and other assets (including contract rights) which are customarily transferred
or in respect of which security interests are customarily granted in connection with asset securitization transactions involving Receivables; provided that all such Qualified Receivables Transactions shall be made at Fair Market Value
(including after giving effect to any Receivables Fees); provided further that all such Qualified Receivables Transactions shall not (a) be Guaranteed by the Company or any Restricted Subsidiary (excluding Guarantees of obligations
(other than the principal of, and interest on, Indebtedness) pursuant to representations, warranties, covenants, indemnities and performance Guarantees that are reasonably customary in an accounts receivables financings), (b) be recourse to or
obligate the Company or any Restricted Subsidiary in any way other than pursuant to representations, warranties, covenants, indemnities and performance Guarantees that are reasonably customary in accounts receivables financings, or (c) subject
any property or asset of the Company or of any Restricted Subsidiary, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to representations, warranties, covenants, indemnities and performance
Guarantees reasonably customary in accounts receivables financings and other than any interest in the Receivables (whether in the form of an equity interest in such Receivables payable primarily from such Receivables) retained or acquired by the
Company or any Restricted Subsidiaries. 
 “Receivable” means any Indebtedness and other payment obligations owed to the
Company or any Restricted Subsidiary, whether constituting an account, chattel paper, payment intangible, instrument or general intangible, in each case arising in connection with (a) the sale of goods or the rendering of service or
(b) the lease, license, rental or use of equipment, facilities or software, including the obligation to pay any finance charges, fees and other charges with respect thereto. 

“Receivables Fees” means distributions or payments made directly or by means of discounts with respect to any participation
interest issued or sold in connection with, and other fees and expenses (including reasonable fees and expenses of legal counsel) paid to a Person (other than the Company or a Subsidiary thereof) in connection with, any Qualified Receivables
Transaction. 
 “Registration Rights Agreement” means the Registration Rights Agreement, dated as of the Issue Date,
among the Company, the Guarantors and the other parties named on the signature pages thereof, as such agreement may be amended, modified or supplemented from time to time and, with respect to any Additional Notes, one or more registration rights
agreements among the Company, the Guarantors and the other parties thereto, as such agreement(s) may be amended, modified or supplemented from time to time, relating to rights given by the Company to the purchasers of Additional Notes to register
such Additional Notes, or participate in an Exchange Offer for such Additional Notes, under the Securities Act. 

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

“Regulation S Global Note” means a Global Note substantially in the form of Exhibit A hereto bearing the
Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on
Rule 903 of Regulation S. 
 “Responsible Officer,” when used with respect to the Trustee, means
any officer within the Corporate Trust Services group of the Trustee (or any successor group of the Trustee) who at the time shall be such corporate trust officers who shall have direct responsibility for the administration of this Indenture at the
Corporate Trust Office, or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to
whom such matter is referred because of his knowledge of and familiarity with the particular subject. 
 “Restricted
Definitive Note” means a Definitive Note bearing the Private Placement Legend. 
 “Restricted Global
Note” means a Global Note bearing the Private Placement Legend. 

  
 -18- 








 “Restricted Investment” means an Investment other than a Permitted Investment.

 “Restricted Period” means the 40-day distribution compliance period as set forth 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 903” means Rule 903 promulgated under the Securities Act. 

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

“S&P” means Standard & Poor’s Ratings Group and any successor to its rating agency business. 

“Sale and Leaseback Transaction” means any direct or indirect arrangement pursuant to which property is sold or transferred
by the Company or a Restricted Subsidiary and is thereafter leased back by the Company or a Restricted Subsidiary. 
 “SEC”
means the Securities and Exchange Commission. 
 “Securities Act” means the Securities Act of 1933, as amended. 

“Senior Debt” means: 

(1) all Indebtedness of the Company or any Guarantor outstanding under Credit Facilities, and all Hedging Obligations and all
banking service, treasury management and other similar Obligations with respect thereto; 
 (2) any other Indebtedness of the
Company or any Guarantor permitted to be incurred under the terms of this Indenture, unless the instrument under which such Indebtedness is incurred expressly provides that it is subordinated in right of payment to the Notes or any Note Guarantee;
and 
 (3) all Obligations with respect to the items listed in the preceding clauses (1) and (2) (including any
interest accruing subsequent to the filing of a petition of bankruptcy at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable law). 

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

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

(2) any Indebtedness of the Company or any of its Subsidiaries to the Company or any of its Subsidiaries or other Affiliates;

 (3) any trade payables; or 

(4) the portion of any Indebtedness that is incurred in violation of this Indenture. 

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

  
 -19- 








 “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 Issue Date. 

“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 Issue Date, and will not include any contingent obligations to repay, redeem or repurchase any such interest or
principal prior to the date originally scheduled for the payment thereof. 
 “Subsidiary” means, with respect
to any specified Person:  
 (1) any corporation, association or other business entity of which more than 50% of the
total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the
election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination
thereof); and 
 (2) any partnership (a) the sole general partner or the managing general partner of which is such
Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof). 

“TIA” means the Trust Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa-77bbbb), as in effect on the
date on which this Indenture is qualified under the TIA. 
 “Total Assets” means, the total assets of the
Company, and its Restricted Subsidiaries on a consolidated basis, as shown on the most recent internal balance sheet of the Company. 

“Transactions” means (i) the PEP Acquisition, (ii) the offering of the Initial Notes, (iii) the repayment or
redemption of certain Indebtedness of the Company and PEP and (iv) the entry into the Credit Agreement. 
 “Treasury
Rate” means the yield to maturity at the time of computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) which has become
publicly available at least two business days prior to the Redemption Date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the Redemption Date to
November 1, 2017; provided, however, that if the period from the Redemption Date to November 1, 2017 is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the
Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the period from the
Redemption Date to November 1, 2017 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used. 

“Trustee” means U.S. Bank National Association, until a successor replaces it in accordance with the applicable
provisions of this Indenture and thereafter means the successor serving hereunder. 
 “Unrestricted Definitive
Note” means a Definitive Note that does not bear and is not required to bear the Private Placement Legend. 

“Unrestricted Global Note” means a Global Note that does not bear and is not required to bear the Private Placement
Legend. 
 “Unrestricted Subsidiary” means any Subsidiary of the Company that is designated by the Board of
Directors of the Company as an Unrestricted Subsidiary pursuant to a resolution of the Board of Directors, but only to the extent that such Subsidiary:  

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

  
 -20- 








 (2) 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 
 (3) has not guaranteed or otherwise directly or indirectly provided credit support for any
Indebtedness of the Company or any of its Restricted Subsidiaries. 
 Any Subsidiary of a Subsidiary of the Company designated by the Board
of Directors of the Company as an Unrestricted Subsidiary shall also be an Unrestricted Subsidiary. 
 “U.S. Person” means
a U.S. Person as defined in Rule 902(k) promulgated under the Securities Act. 
 “Weighted Average Life to Maturity”
means, when applied to any Indebtedness at any date, the number of years obtained by dividing:  
 (1) the sum of the
products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the
number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by 

(2) the then outstanding principal amount of such Indebtedness. 

 

	Section 1.02	Other Definitions. 

  

					
	 Term
	  	Defined in
Section	 
	 “Acceptable Commitment”
	  	 	4.10	  
	 “Affiliate Transaction”
	  	 	4.11	  
	 “Asset Sale Offer”
	  	 	3.09	  
	 “Authentication Order”
	  	 	2.02	  
	 “Change of Control Offer”
	  	 	4.15	  
	 “Change of Control Payment”
	  	 	4.15	  
	 “Change of Control Payment Date”
	  	 	4.15	  
	 “Covenant Defeasance”
	  	 	8.03	  
	 “DTC”
	  	 	2.03	  
	 “Event of Default”
	  	 	6.01	  
	 “Excess Proceeds”
	  	 	4.10	  
	 “incur”
	  	 	4.09	  
	 “Legal Defeasance”
	  	 	8.02	  
	 “Offer Amount”
	  	 	3.09	  
	 “Offer Period”
	  	 	3.09	  
	 “Paying Agent”
	  	 	2.03	  
	 “Permitted Debt”
	  	 	4.09	  
	 “Payment Default”
	  	 	6.01	  
	 “Purchase Date”
	  	 	3.09	  
	 “Redemption Date”
	  	 	3.07	  
	 “Registrar”
	  	 	2.03	  
	 “Restricted 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. 

  
 -21- 








 The following TIA terms used in this Indenture have the following meanings: 

“Commission” means the SEC; 

“indenture securities” means the Notes and Note Guarantees; 

“indenture security Holder” means a Holder; 

“indenture to be qualified” means this Indenture; 

“indenture trustee” or “institutional trustee” means the Trustee; and 

“obligor” on the Notes and the Note Guarantees means the Company and the Guarantors, respectively, and any
successor obligor upon the Notes and the Note Guarantees, respectively. 
 All other terms used in this Indenture that are defined by the
TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA have the meanings so assigned to them. 
  

	Section 1.04	Rules of Construction. 

 Unless the context otherwise requires: 

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

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

(3) “or” is not exclusive; 

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

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

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

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

THE NOTES 
  

	Section 2.01	Form and Dating. 

 (a) General. The Notes and the Trustee’s
certificate of authentication will be substantially in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note will be dated the date of its authentication.
The Notes shall be in denominations of $2,000 and integral multiples of $1,000 in excess thereof. 
 The terms and provisions
contained in the Notes will constitute, and are hereby expressly made, a part of this Indenture and the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to
be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. 

  
 -22- 








 (b) Global Notes. Notes issued in global form will be substantially in the form of
Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form will be substantially in the form of Exhibit A hereto
(but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note will represent such of the outstanding Notes as will be specified therein and each
shall provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased,
as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the Trustee or the
Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. 

(c) Euroclear and Clearstream Procedures Applicable. The provisions of the “Operating Procedures of the Euroclear
System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream will be applicable to transfers of beneficial
interests in the Regulation S Global Note that are held by Participants through Euroclear or Clearstream. 
  

	Section 2.02	Execution and Authentication. 

 At least one Officer must sign the Notes for the Company
by manual or facsimile signature. 
 If an Officer whose signature is on a Note no longer holds that office at the time a Note is
authenticated, the Note will nevertheless be valid. 
 A Note will not be valid until authenticated by the manual signature of the Trustee.
The signature will be conclusive evidence that the Note has been authenticated under this Indenture. 
 The Trustee will, upon
receipt of a written order of the Company signed by at least one Officer (an “Authentication Order”), authenticate Notes for original issue that may be validly issued under this Indenture, including any Additional Notes. The
aggregate principal amount of Notes outstanding at any time may not exceed the aggregate principal amount of Notes authorized for issuance by the Company pursuant to one or more Authentication Orders, except as provided in Section 2.07
hereof. 
 The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent
may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an
Affiliate of the Company. 
  

	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. 

  
 -23- 









	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, if any, or Additional Interest, if any, or interest on
the Notes, and will notify the Trustee of any default by the Company in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Company at any time may require
a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Company or a Subsidiary) 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. 
  

	Section 2.05	Holder Lists. 

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

	Section 2.06	Transfer and Exchange. 

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

(1) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as
Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; 

(2) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for
Definitive Notes and delivers a written notice to such effect to the Trustee; or 
 (3) there has occurred and is continuing
a Default or Event of Default with respect to the Notes and DTC requests certificated Notes. 
 Upon the occurrence of any of the preceding
events in (1), (2) or (3) above, Definitive Notes shall be issued in such names 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),
(c) or (f) hereof. 
 (b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and
exchange of beneficial interests in the Global Notes will be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the Restricted Global Notes will be subject to
restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also will require compliance with either subparagraph (1) or (2) below, as
applicable, as well as one or more of the other following subparagraphs, as applicable:  

  
 -24- 








 (1) Transfer of Beneficial Interests in the Same Global Note. Beneficial
interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement
Legend; provided, however, that prior to the expiration of the Restricted Period, transfers of beneficial interests in the Regulation S Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person
(other than an Initial Purchaser). Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions
shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.06(b)(1). 
 (2)
All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(1) hereof, 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. 
 Upon consummation of an Exchange
Offer by the Company in accordance with Section 2.06(f) hereof, the requirements of this Section 2.06(b)(2) shall be deemed to have been satisfied upon receipt by the Registrar of the instructions contained in the Letter of Transmittal
delivered by the Holder of such beneficial interests in the Restricted Global Notes. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise
applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(h) hereof. 

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

(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 

  
 -25- 








 (C) if the transferee will take delivery in the form of a beneficial interest in
the IAI Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable. 

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

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

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

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

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

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

Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form
of, a beneficial interest in a Restricted Global Note. 
 (c) Transfer or Exchange of Beneficial Interests for Definitive
Notes. 

  
 -26- 








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

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

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

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

  
 -27- 








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

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

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

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in
form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in
order to maintain compliance with the Securities Act. 
 (3) Beneficial Interests in Unrestricted Global Notes to
Unrestricted Definitive Notes. If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery
thereof in the form of a Definitive Note, then, upon satisfaction of the conditions set forth in Section 2.06(b)(2) hereof, the Trustee will cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant
to Section 2.06(h) hereof, and the Company will execute and the Trustee will authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for
a beneficial interest pursuant to this Section 2.06(c)(3) will be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest requests through instructions to the Registrar
from or through the Depositary and the Participant or Indirect Participant. The Trustee will deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest
pursuant to this Section 2.06(c)(3) will not bear the Private Placement Legend. 
 (d) Transfer and Exchange of Definitive
Notes for Beneficial Interests. 
 (1) Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes.
If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Notes to a Person who takes delivery thereof in the form of a beneficial
interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation:  
 (A) if
the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item
(2)(b) thereof; 
 (B) if such Restricted Definitive Note is being transferred to a QIB in accordance with
Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof; 

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

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

  
 -28- 








 (E) if such Restricted Definitive Note is being transferred to an Institutional
Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect set forth in Exhibit B hereto,
including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable; 
 (F) if
such Restricted Definitive Note is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; 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 (3)(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 144A Global
Note, in the case of clause (C) above, the Regulation S Global Note, and in all other cases, the IAI Global Note. 
 (2)
Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive
Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if:  

(A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement
and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (i) a Broker-Dealer, (ii) a Person participating in the distribution of the Exchange
Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Company; 
 (B) such transfer is
effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; 
 (C) such
transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or 

(D) the Registrar receives the following: 

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

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

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

  
 -29- 








 (3) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes.
A Holder of an Unrestricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in an
Unrestricted Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Trustee will cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount of one of the
Unrestricted Global Notes. 
 If any such exchange or transfer from a Definitive Note to a beneficial interest is
effected pursuant to subparagraphs (2)(B), (2)(D) or (3) above at a time when an Unrestricted Global Note has not yet been issued, the Company will issue and, upon receipt of an Authentication Order in accordance with Section 2.02
hereof, the Trustee will authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred. 

(e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such
Holder’s compliance with the provisions of this Section 2.06(e), the Registrar will register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder must present or surrender
to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting
Holder must provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(e). 

(1) Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and
registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following: 

(A) if the transfer will be made pursuant to Rule 144A, then the transferor must deliver a certificate in the form of
Exhibit B hereto, including the certifications in item (1) thereof; 
 (B) if the transfer will be made pursuant to
Rule 903 or Rule 904, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; and 

(C) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then
the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable. 

(2) Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the
Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: 

(A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement
and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (i) a Broker-Dealer, (ii) a Person participating in the distribution of the Exchange
Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Company; 
 (B) any such transfer is
effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; 
 (C) any such
transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or 

  
 -30- 








 (D) the Registrar receives the following: 

(i) if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a
certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or 

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

and, in each such case set forth in this subparagraph (D), if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to
the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance
with the Securities Act. 
 (3) Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder of
Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted
Definitive Notes pursuant to the instructions from the Holder thereof. 
 (f) Exchange Offer. Upon the occurrence of the
Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee will authenticate:  

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

Concurrently with the issuance of such Notes, the Trustee will cause the aggregate principal amount of the applicable Restricted Global Notes
to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the Persons designated by the Holders of Definitive Notes so accepted Unrestricted Definitive Notes in the appropriate principal amount. 

(g) Legends. The following legends will appear on the face of all Global Notes and Definitive Notes issued under this Indenture
unless specifically stated otherwise in the applicable provisions of this Indenture. 
 (1) Private Placement
Legend. 
 (A) Except as permitted by subparagraph (B) below, each Global Note and each Definitive Note (and
all Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form: 
 “THIS NOTE
(OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), AND THIS NOTE MAY 

  
 -31- 








 
NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE
MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. 
 THE HOLDER OF
THIS NOTE AGREES FOR THE BENEFIT OF THE ISSUER THAT (A) THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO THE ISSUER, (II) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a) (1), (2), (3), (7) AND
(8) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL INVESTOR ACQUIRING THE NOTE FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL “ACCREDITED INVESTOR,” IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF $250,000, (IV)
OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (V) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (VI) PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (VI) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS
REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.” 
 (B)
Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to subparagraphs (b)(4), (c)(2), (c)(3), (d)(2), (d)(3), (e)(2), (e)(3) or (f) of this Section 2.06 (and all Notes issued in exchange therefor or
substitution thereof) will not bear the Private Placement Legend. 
 (2) Global Note Legend. Each Global Note will
bear a legend in substantially the following form: 
 “THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING
THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO
SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF
THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF NN, INC. (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


  
 -32- 








 
SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE COMPANY
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.” 
 (h) Cancellation and/or Adjustment of Global Notes. At such time as all
beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note will be returned to or retained and
canceled by the Trustee in accordance with Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a
beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note will be reduced accordingly and an endorsement will be made on the Schedule of Exchanges of Interests 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 the Schedule of Exchanges of Interests on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect
such increase. 
 (i) General Provisions Relating to Transfers and Exchanges. 

(1) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes and Definitive
Notes upon receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request. 
 (2) No
service charge will be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or
similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.15 and 9.05 hereof). 

(3) The Registrar will not be required to register the transfer of or exchange of any Note selected for redemption in whole or in part, except
the unredeemed portion of any Note being redeemed in part. 
 (4) All Global Notes and Definitive Notes issued upon any registration of
transfer or exchange of Global Notes or Definitive Notes will be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such
registration of transfer or exchange. 
 (5) Neither the Registrar nor the Company will be required: 

(A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business
15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection; 

(B) to register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed
portion of any Note being redeemed in part; or 

  
 -33- 








 (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. 

(9) Neither the Trustee nor the Registrar shall have any duty to monitor the Company’s compliance with or have any responsibility with
respect to the Company’s compliance with any federal or state securities laws in connection with registrations of transfers and exchanges of the Notes. The Trustee shall have no obligation or duty to monitor, determine or inquire as to
compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Notes (including any transfers between or among the Depositary’s participants or beneficial
owners of interests in any Global Note) other than to require delivery of such certificates and other documentation, as is expressly required by, and to do so if and when expressly required by, the terms of this Indenture and to examine the same to
determine substantial compliance as to form with the express requirements hereof. 
  

	Section 2.07	Replacement Notes. 

 If any mutilated Note is surrendered to the Trustee or the Company
or if a Holder claims that a Note has been damaged, lost or wrongfully taken and the Trustee and the Company receive evidence to their satisfaction of the destruction, loss or theft of any Note, the Company will issue and the Trustee, upon receipt
of an Authentication Order, will authenticate a replacement Note if the requirements of the Trustee and the Company 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 Guarantors, 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 the Guarantors and will be entitled to all of the benefits
of this Indenture equally and proportionately with all other Notes duly issued hereunder. 
  

	Section 2.08	Outstanding Notes. 

 The Notes outstanding at any time are all the Notes authenticated by
the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.08 as
not outstanding. Except as set forth in Section 2.09 hereof, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note; however, Notes held by the Company, a Subsidiary of the Company shall not be
deemed to be outstanding for purposes of Section 3.07(a) hereof. 
 If a Note is replaced pursuant to Section 2.07 hereof, it
ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser. 
 If
the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue. 

  
 -34- 








 If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of any thereof) holds,
on a Redemption Date or maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes will be deemed to be no longer outstanding and will cease to accrue interest. 

 

	Section 2.09	Treasury Notes. 

 In determining whether the Holders of the required principal amount of
Notes have concurred in any direction, waiver or consent, Notes owned by the Company or any Guarantor, or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any Guarantor,
will be considered as though not outstanding, except that for the purposes of determining whether the Trustee will be protected in relying on any such direction, waiver or consent, only Notes that the Trustee knows are so owned will be so
disregarded. 
  

	Section 2.10	Temporary Notes. 

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

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 cancelled Notes will be retained and disposed of by the Trustee in accordance with its customary procedures and applicable law (subject to the record retention requirement of the Exchange Act).
Certification of the cancellation of all canceled Notes will be delivered to the Company upon request. The Company may not issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee for cancellation. 

 

	Section 2.12	Defaulted Interest. 

 If the Company defaults in a payment of interest on the
Notes, it will pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest, to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Notes
and in Section 4.01 hereof. The Company will notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment. The Company will fix or cause to be fixed each such special
record date and payment date; provided that no such special record date may be less than 10 days prior to the related payment date for such defaulted interest. At least 15 days before the special record date, the Company (or, upon
the written request of the Company, the Trustee in the name and at the expense of the Company) will mail or cause to be mailed to Holders a notice that states the special record date, the related payment date and the amount of such interest to be
paid. 
  

	Section 2.13	CUSIP Numbers. 

 The Company in issuing the Notes may use CUSIP, ISIN or other similar
numbers, if then generally in use, and the Trustee may use such numbers in any notice (including any notice of redemption or exchange), which 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 (including any notice of redemption or exchange) and that reliance may be placed only on the other identification numbers printed on the Notes, and any such notice or notice of redemption shall not be affected by
any defect in or omission of such numbers. The Company will promptly notify the Trustee in writing of any change in the CUSIP, ISIN or other similar numbers. 

  
 -35- 








 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 Officer’s 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 (or manner of calculation if not then known). 

If the redemption price is not known at the time such notice is to be given, the actual redemption price, calculated as described in the terms
of the Notes, will be set forth in an Officer’s Certificate of the Company delivered to the Trustee no later than two Business Days prior to the Redemption Date. 
  

	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 on a pro rata basis except:  

(1) if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national
securities exchange on which the Notes are listed; or 
 (2) if otherwise required by law or to comply with the rules of the
Depositary. 
 In the event of partial redemption by lot, the particular Notes to be redeemed will be selected, unless otherwise provided
herein, not less than 30 nor more than 60 days prior to the redemption date by the Trustee from the outstanding Notes not previously called for redemption. 

The Trustee will promptly notify the Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial
redemption, the principal amount thereof to be redeemed. No Notes of $2,000 or less can be redeemed in part, and the unredeemed portion of the Notes of any Holder must be equal to $2,000 in principal amount or integral multiples of $1,000 in excess
thereof; except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. 

The provisions in this Section 3.02 and Sections 3.03 and 3.04 hereof relating to a redemption of the Notes will also be applicable
to a repurchase of the Notes pursuant to an Asset Sale Offer or a Change of Control Offer, except as otherwise provided in this Indenture. 
  

	Section 3.03	Notice of Redemption. 

 Subject to the provisions of Section 3.09 hereof,
notices of redemption will be delivered at least 30 but not more than 60 days before the Redemption Date to each Holder of Notes to be redeemed at its registered address or otherwise delivered in accordance with the procedures of DTC, except
that redemption notices may be delivered more than 60 days prior to a Redemption Date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture pursuant to Articles 8 or 12. Notes
called for redemption become due on the Redemption Date, provided that notices of redemption may be conditioned on one or more conditions precedent,  

  
 -36- 








 
such as the closing of a Change of Control or a financing transaction. The Company will provide prompt written notice to the Trustee rescinding such redemption in the event that any such
condition precedent shall not have occurred, and thereafter such redemption and notice of redemption shall be rescinded and of no force or effect. Upon receipt of such notice from the Company rescinding such redemption, the Trustee will promptly
send a copy of such notice to the Holders of the Notes to be redeemed in the same manner in which the notice of redemption was given. 
 The
notice will identify the Notes to be redeemed and will state: 
 (1) the Redemption Date; 

(2) the redemption price (or manner of calculation if not then known); 

(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 or, if the Note is a Global Note, an adjustment will be made to the schedule
attached thereto; 
 (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; 
 (8) any conditions precedent to such redemption; and 

(9) that no representation is made as to the correctness or accuracy of the CUSIP, ISIN or similar 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 (or such shorter time as may be acceptable to the Trustee), an Officer’s
Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph. 

Provisions of this Indenture that apply to Notes called for redemption or purchase also apply to portions of Notes called for redemption or
purchase. On and after the Redemption Date, interest ceases to accrue on Notes or portions of Notes called for redemption. 
  

	Section 3.04	Effect of Notice of Redemption. 

 Once notice of redemption is mailed in accordance with
Section 3.03 hereof, and any conditions precedent stated in such notice have been satisfied, Notes called for redemption become irrevocably due and payable on the redemption date at the redemption price. 

 

	Section 3.05	Deposit of Redemption or Purchase Price. 

 One Business Day prior to the redemption or
purchase date, the Company will deposit with the Trustee or with the Paying Agent money of money, in immediately available funds, sufficient to pay the redemption or purchase price of and accrued interest and Additional Interest, if any, on all
Notes to be redeemed or purchased on that date. The Trustee or the Paying Agent will promptly return to the Company any money deposited with the Trustee or the Paying Agent by the Company in excess of the amounts necessary to pay the redemption or
purchase price of, and accrued interest and Additional Interest, if any, on, all Notes to be redeemed or purchased. 

  
 -37- 








 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, or if the Note is a Global Note, an adjustment will be made to the Schedule of Exchange of Interests on such Global Note. 
  

	Section 3.07	Optional Redemption. 

 (a) On or prior to November 1, 2017, the Company on
any one or more occasions may redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture (including any Additional Notes issued after the Issue Date) at a redemption price of 110.250% of the principal amount thereof,
plus accrued and unpaid interest and Additional Interest, if any, to the Redemption Date, with the net cash proceeds of one or more sales of common Equity Interests (other than Disqualified Stock) of the Company; provided that:  

(1) at least 65% of the aggregate principal amount of Notes issued under this Indenture (including any Additional Notes issued
after the Issue Date but excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and 

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

(b) Prior to November 1, 2017, the Company on any one or more occasions may redeem all or a part of the Notes, upon not less than
30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to, the date of
redemption (the “Redemption Date”). 
 (c) Except pursuant to Sections 3.07(a) and 3.07(b) hereof, the Notes
will not be redeemable at the Company’s option prior to November 1, 2017. 
 (d) On or after November 1, 2017, the Company on
any one or more occasions may redeem, all or a part of the Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest
and Additional Interest, if any, on the Notes redeemed to the applicable Redemption Date, if redeemed during the twelve-month period beginning on November 1 of the years indicated below, subject to the rights of Holders on the relevant record
date to receive interest on the relevant interest payment date: 
  

					
	 Year
	  	Percentage	 
	 2017
	  	 	107.688	% 
	 2018
	  	 	103.844	% 
	 2019 and thereafter
	  	 	100.000	% 


  
 -38- 








 Unless the Company defaults in the payment of the redemption price, interest will cease to accrue
on the Notes or portions thereof called for redemption on the applicable Redemption Date. 
 (e) This Indenture will not prohibit the
Company and its Restricted Subsidiaries from purchasing Notes in the open market or otherwise at any time or from time to time. 
 (f) Any
redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. 
  

	Section 3.08	Mandatory Redemption. 

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

	Section 3.09	Offer to Purchase by Application of Excess Proceeds. 

 In the event that, pursuant
to Section 4.10 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 all holders of other Indebtedness that is pari passu with the Notes
containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets. The Asset Sale Offer will remain open for a period of at least 20 Business Days following its
commencement and not more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the
“Purchase Date”), the Company will apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such other pari passu Indebtedness (on a pro rata basis, if applicable) or, if less than
the Offer Amount has been tendered, all Notes and other Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so purchased will be made in the same manner as interest payments are made. 

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

(1) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 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, provided that the unpurchased portion of the Notes of any Holder must be equal to $2,000 in principal amount or integral multiples of $1,000 in excess
thereof; 

  
 -39- 








 (6) that Holders electing to have Notes purchased pursuant to any Asset Sale
Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes 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, a depositary, if appointed by the Company, or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the
name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; 

(8) that, if the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders thereof
exceeds the Offer Amount, the Company will select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis based on the principal amount of Notes and such other pari passu Indebtedness surrendered (with
such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess 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). 
 On or before the Purchase Date, the Company will, to the
extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered,
and will deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of
this Section 3.09. The Company, the Depositary or the Paying Agent, as the case may be, will promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase
price of the Notes tendered by such Holder and accepted by the Company for purchase, and the Company will promptly issue a new Note, and the Trustee, upon written request from the Company, will authenticate and mail or deliver (or cause to be
transferred by book entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company
will publicly announce the results of the Asset Sale Offer on the Purchase Date. 
 Other than as specifically provided in this
Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. 

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 and Additional Interest, if any, on, the Notes on the dates and in the manner provided in this Indenture and the Notes. Principal, premium, if any, and interest and Additional Interest, if any will be considered paid on
the date due if the Paying Agent, if other than the Company or a Subsidiary 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 all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement. 

  
 -40- 








 The Company will pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest and Additional Interest (without regard to any applicable grace period) at the same interest rate on the Notes to the extent lawful. 

The Company will be responsible for making calculations called for under the Notes, including but not limited to determination of redemption
price, premium, if any, and any additional amounts or other amounts payable on the Notes. The Company will make the calculations in good faith. The Company will provide a schedule of its calculations to the Trustee when requested by the Trustee, and
the Trustee is entitled to rely conclusively on the accuracy of the Company’s calculations without independent verification. If Additional Interest is payable on the Notes, the Company shall provide an Officer’s Certificate to the Trustee
on or before the record date for each interest payment date such Additional Interest is payable setting forth the amount of such Additional Interest in reasonable detail. The Trustee may provide a copy of such Officer’s Certificate or other
notice received from the Company relating to Additional Interest to any Holder upon request. 
  

	Section 4.02	Maintenance of Office or Agency. 

 The Company will maintain an office or agency (which
may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar and will initially be the Corporate Trust Office of the Trustee) where Notes may be surrendered for registration of transfer or for exchange and where notices
and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the
Company fails to maintain any such required office or agency or fails to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. 

The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any
or all such purposes and may from time to time rescind such designations. 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	Reports. 

 (a) Whether or not required by the rules and regulations of the SEC, so long
as any Notes are outstanding, the Company will electronically file, within the time periods specified in the SEC’s rules and regulations (after giving effect to any grace period provided by Rule 12b-25 under the Exchange Act): 

(1) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were
required to file reports; 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. 
 All such reports will be prepared in all material respects in accordance with all of the
rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by its certified independent accountants. The Company will electronically file a copy of
each of the reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing) and
will post the reports on its website within those time periods. 
 If the Company has designated any of its Subsidiaries as Unrestricted
Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in
“Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and
results of operations of the Unrestricted Subsidiaries of the Company. 

  
 -41- 








 If the SEC will not accept the Company’s filings for any reason, the Company will post the
reports referred to in the preceding paragraph on its website within the time periods that would apply if the Company were required to file those reports with the SEC or post on its website (after giving effect to any grace period provided by
Rule 12b-25 under the Exchange Act). The Company will not take any action for the purpose of causing the SEC not to accept any such filing. 

(b) For so long as any Notes remain outstanding, if at any time the Company and the Guarantors are not required to file with the SEC or post
on its website the reports required by Section 4.03(a) hereof, the Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered
pursuant to Rule 144A(d)(4) under the Securities Act. 
 (c) Delivery of such reports, information and documents to the Trustee
hereunder is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s
compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates or certificates delivered pursuant to Section 4.04 hereof). 

 

	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 Officer’s Certificate stating that that, in the course of the performance of his or her duties as an Officer of the
Company, he or she would normally have knowledge of any Default by the Company in the performance of any of its obligations contained in this Indenture, 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 Officer with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating 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 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. The Treasurer of the Company may not be the signing Officer for such an Officer’s Certificate. 

(b) So long as any of the Notes are outstanding, the Company will deliver to the Trustee, within fifteen (15) days of becoming aware of
any Default or Event of Default that has occurred and is continuing, a statement specifying such Default or Event of Default. 
  

	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. 

 

	Section 4.06	Stay, Extension and Usury Laws. 

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

  
 -42- 









	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 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 and other than dividends or distributions payable to the Company or a Restricted Subsidiary 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 of its Restricted Subsidiaries (other than (a) Equity Interests of any wholly owned Restricted Subsidiary of the Company or (b) purchases, redemptions,
defeasances or other acquisitions made by a Restricted Subsidiary on a pro rata basis from all stockholders of such Restricted Subsidiary); 

(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 contractually subordinated to the Notes or to any Note Guarantee (excluding any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries), except a payment of
interest or a payment, purchase, redemption, defeasance or other acquisition or retirement in anticipation of satisfying a sinking fund obligation, principal installment or payment at final maturity, in each case due within one year of the date of
such payment, purchase, redemption, defeasance or other acquisition or retirement for value; or 
 (4) make any Restricted
Investment, 
 (all such payments and other actions set forth in clauses (1) through (4) of this Section 4.07(a) collectively being referred
to as “Restricted Payments”), 
 unless, at the time of and after giving effect to such Restricted Payment: 

(i) (a) no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted
Payment; 
 (b) 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
Section 4.09(a) hereof; and 
 (c) at the time of such Restricted Payment and after giving pro forma effect
thereto, the Consolidated Total Net Debt Ratio would be no greater than 3.5 to 1.0: and 
 (ii) such Restricted Payment,
together with the aggregate amount of all other Restricted Payments made by the Company and its Restricted Subsidiaries since the Issue Date (excluding Restricted Payments permitted by clauses (2) through (7) and (9) through
(13) of Section 4.07(b) hereof), 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 the beginning of the fiscal quarter in which the Issue Date occurred to 

  
 -43- 








 
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 
 (b) 100% of the aggregate net proceeds (including
the Fair Market Value of assets other than cash, including any Permitted Business) received by the Company since the Issue Date 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 convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of the Company that 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); provided that any non-cash net proceeds shall be assets of the type used or useful in a Permitted Business; plus 

(c) an amount equal to the net reduction in or return on Investments (other than Permitted Investments) made by the Company and
its Restricted Subsidiaries subsequent to the Issue Date resulting from repurchases, repayments or redemptions of such Investments, proceeds realized on the sale of any such Investment and proceeds representing the return of capital on any such
Investment and dividends and distributions with respect thereto, in each case received by the Company or any of its Restricted Subsidiaries; provided, however, that, with respect to any Investment, the foregoing sum shall not exceed
the amount of such Investment; plus 
 (d) the amount by which Indebtedness or Disqualified Stock incurred or issued
since the Issue Date is reduced on the Company’s consolidated balance sheet upon the conversion or exchange (other than by a Subsidiary of the Company) into Capital Stock of the Company that is not Disqualified Stock (less the amount of any
cash, or the Fair Market Value of any other asset, distributed by the Company or any Restricted Subsidiary upon such conversion or exchange); provided that such amount will not exceed the aggregate Net Proceeds received by the Company or any
Restricted Subsidiary since the Issue Date from the issuance and sale (other than to a Subsidiary of the Company) of such Indebtedness or Disqualified Stock; plus  

(e) 100% of any dividends received by the Company or a Restricted Subsidiary of the Company after the Issue Date from an
Unrestricted Subsidiary of the Company, to the extent that such dividends were not otherwise included in the Consolidated Net Income of the Company for such period; provided, however, that the amount calculated pursuant to this clause
(e) may not exceed the aggregate amount of Restricted Investments made by the Company and its Restricted Subsidiaries in such Unrestricted Subsidiary since the Issue Date; plus  

(f) to the extent that any Unrestricted Subsidiary of the Company designated as such after the Issue Date is redesignated as a
Restricted Subsidiary after the Issue Date, in a transaction that is treated as a Restricted Investment (and not a Permitted Investment), the Fair Market Value of the Company’s Investment in such Subsidiary as of the date of such redesignation
provided that the amount calculated pursuant to this clause (f) may not exceed the aggregate amount of Restricted Investments made by the Company and its Restricted Subsidiaries in such Unrestricted Subsidiary made since the Issue Date. 

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

(1) the payment of any dividend or distribution or the consummation of any irrevocable redemption within 90 days after the
date of declaration of the dividend or distribution or giving of the redemption notice, as the case may be, if at the date of declaration or notice, the dividend or distribution or redemption payment would have complied with the provisions of this
Indenture; 
 (2) the making of any Restricted Payment in exchange for, or out of the net cash proceeds of the substantially
concurrent sale (other than to a Subsidiary of the Company) of, Equity Interests of the Company (other than Disqualified Stock) or from the substantially concurrent contribution of common equity capital to Company; provided that the amount of
any such net cash proceeds that are utilized for any such Restricted Payment will be excluded from clause (ii)(b) of Section 4.07(a) hereof; 

  
 -44- 








 (3) the repurchase, redemption, defeasance or other acquisition or retirement for
value of Indebtedness of the Company or any Guarantor that is contractually subordinated to the Notes or to any Note Guarantee in exchange for, or with the net cash proceeds from a substantially concurrent incurrence of, Permitted Refinancing
Indebtedness; 
 (4) the payment of any dividend (or, in the case of any partnership or limited liability company, any
similar distribution) by a Restricted Subsidiary of the Company to the holders of its Equity Interests on a pro rata basis; 

(5) so long as no Default has occurred and is continuing or would be caused thereby, the repurchase, redemption or other
acquisition or retirement for value of any Equity Interests of the Company or any Restricted Subsidiary of the Company held by any current or former officer, director or employee of the Company or any Restricted Subsidiary (or permitted transferees
of such officers, directors or employees) pursuant to any equity subscription agreement, stock option agreement, stockholders’ agreement or similar agreement or other agreement approved by the Board of Directors; provided that the
aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not exceed $5.0 million in any twelve-month period, with unused amounts pursuant to this clause (5) being carried over to one or more
succeeding twelve-month periods; provided that in no event shall such amount exceed $10.0 million in any twelve-month period; 

(6) the repurchase of Equity Interests deemed to occur upon the exercise of stock options, warrants or other convertible
securities to the extent such Equity Interests represent all or a portion of the exercise price of those stock options, warrants or other convertible securities or are surrendered in connection with satisfying any federal or state income tax
withholding obligation related to any such exercise or vesting of any stock options, warrants, convertible securities or other equity award; 

(7) the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of Disqualified
Stock of the Company or any Restricted Subsidiary of the Company issued on or after the Issue Date not in violation of the covenant described in Section 4.09 hereof to the extent such dividends are included in the definition of “Fixed
Charges”; 
 (8) the declaration and payment of regular quarterly dividends on the Company’s common Equity
Interests in accordance with past practice and not to exceed $20.0 million per fiscal year; 
 (9) cash payments in lieu of
issuance of fractional shares in connection with the exercise of warrants, stock options or other securities convertible into or exchangeable for the Equity Interests of NN, Inc. or a Restricted Subsidiary; 

(10) the repurchase of Equity Interests deemed to occur (A) upon the exercise of stock options, warrants or similar rights
to the extent such Equity Interests represent a portion of the exercise price of those stock options or warrants, (B) as a result of common shares utilized to satisfy tax withholding obligations upon exercise of stock options or vesting of
other equity awards or (C) upon the cancellation of stock options, warrants or other equity awards; 
 (11) the
purchase, repurchase, redemption or other acquisition or retirement for nominal value of common stock or preferred stock purchase rights issued in connection with any stockholder rights plan that may be adopted by the Company; 

(12) for the avoidance of doubt, the Transactions and the payment of fees and expenses in connection with the Transactions and
the payment of Receivables Fees; and 

  
 -45- 








 (13) other Restricted Payments in an aggregate amount since the Issue Date not to
exceed $40.0 million; provided that the amount available to make Restricted Payments pursuant to this clause (13) shall not exceed $10.0 million in the aggregate since the Issue Date when the Consolidated Total Net Debt Ratio is
greater than 4.0 to 1.0 at the time of such Restricted Payment and after giving pro forma effect thereto; provided further that the amount available to make Restricted Payments pursuant to this clause (13) shall not exceed $20.0
million in the aggregate since the Issue Date when the Consolidated Total Net Debt Ratio is equal to or less than 4.0 to 1.0 but greater than 3.5 to 1.0 at the time of such Restricted Payment and after giving pro forma effect thereto. 

The amount of any Restricted Payment (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. For purposes of determining compliance with this Section 4.07, in the event that a payment or
other action meets the criteria of more than one of the exceptions described in clauses (1) through (13) of Section 4.07(b) hereof, or is entitled to be made pursuant to Section 4.07(a) hereof (including any payment or other
action that constitutes a “Permitted Investment”), the Company will be permitted to classify such payment or other action on the date of its occurrence in any manner that complies with this Section 4.07 (including any payment or other
action that constitutes a “Permitted Investment”). Payments or other actions permitted by this Section 4.07 need not be permitted solely by reference to one provision permitting such payment or other action (including any payment or
other action that constitutes a “Permitted Investment”), but may be permitted in part by one such provision and in part by one or more other provisions of this Section 4.07 permitting payment or other action (including any payment or
other action that constitutes a “Permitted Investment”). 
  

	Section 4.08	Dividend and Other Payment Restrictions Affecting Restricted 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) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. 

(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of: 

(1) agreements governing Indebtedness outstanding of the Issue Date and Credit Facilities as in effect on the Issue Date and
any amendments, restatements, modifications, renewals, increases supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements,
refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the Issue Date; 

(2) this Indenture, the Notes and the Note Guarantees and the Exchange Notes and the related Guarantees to be issued pursuant
to the Registration Rights Agreement; 
 (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), 

  
 -46- 








 
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 and any
amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of such instrument; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture
to be incurred and in the case of amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings, such amendments, restatements, modifications, renewals, increases, supplements, refundings,
replacements or refinancings are not more materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions, than those contained in those agreements on the Issue Date; 

(5) customary non-assignment provisions in contracts, leases, licenses and other similar agreements 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) hereof; 

(7) any agreement for the sale or other disposition of a Restricted Subsidiary or the assets of a Restricted Subsidiary pending
the sale or other disposition of such assets or Restricted Subsidiary; 
 (8) Permitted Refinancing Indebtedness;
provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being
refinanced; 
 (9) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of
the debtor to dispose of the assets subject to such Liens; 
 (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; 
 (11) agreements governing Indebtedness of any
Foreign Subsidiary incurred in compliance with this Indenture; 
 (12) restrictions on cash or other deposits or net worth
imposed by leases or contracts with customers, in each case, entered into in the ordinary course of business; 
 (13) any
encumbrance or restriction pursuant to an agreement in effect on the Issue Date, as such encumbrance or restriction is in effect on such date, and any encumbrances or restrictions imposed by amendments, restatements, modifications, renewals,
increases, supplements, refundings, replacements or refinancings of such agreement; provided that such amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not more materially
restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the Issue Date; 

(14) covenants to maintain net worth, total assets or liquidity and similar financial responsibility covenants under contracts
with customers or suppliers in the ordinary course of business; 
 (15) any encumbrance or restriction in any agreement or
instrument governing or in connection with a Qualified Receivables Transaction; provided that such restrictions apply only to the Receivables that are subject to such Qualified Receivables Transaction; and 

(16) any instrument governing Indebtedness permitted to be incurred under this Indenture so long as the encumbrances and
restrictions imposed pursuant to such instruments are no more restrictive, taken as a whole, than those encumbrances and restrictions contained in the Credit Facilities on the Issue Date. 

  
 -47- 









	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 any Guarantor 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 such preferred stock is
issued, as the case may be, would have been at least 2.0 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 the Disqualified Stock or the
preferred stock had been issued, as the case may be, at the beginning of such four-quarter period. 
 (b) The provisions of
Section 4.09(a) hereof will not prohibit (collectively, “Permitted Debt”): 
 (1) the incurrence by the
Company and any Restricted Subsidiaries of additional Indebtedness and letters of credit under Credit Facilities in an aggregate principal amount (excluding the amount of any Hedging Obligations and banking service, treasury management and other
similar Obligations) 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 $725.0 million; 
 (2) the incurrence by the Company and its Restricted Subsidiaries of the Existing Indebtedness
outstanding on the Issue Date (other than Indebtedness outstanding under clause (1) above or clause (3) below and Indebtedness being repaid with the proceeds of the Initial Notes); 

(3) the incurrence by the Company and the Guarantors of Indebtedness represented by the Notes and the related Note Guarantees
to be issued on the Issue Date and the Exchange Notes and the related Note Guarantees to be issued pursuant to the Registration Rights Agreement (and any Exchange Notes issued in exchange for Additional Notes properly incurred under this Indenture,
where the terms of such Exchange Notes are substantially identical to such Additional Notes); 
 (4) the incurrence by the
Company or any of its Restricted Subsidiaries of Indebtedness represented by 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 of property, plant or equipment used in the business of the Company or any of its Restricted Subsidiaries, provided that the aggregate principal amount of any such incurrence does not
cause the aggregate principal amount of Indebtedness then outstanding under this clause (4), including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to
this clause (4), to exceed $40.0 million; 
 (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 renew, refund, refinance, replace, defease or discharge any Indebtedness (other than intercompany Indebtedness) that was permitted by this Indenture to be
incurred under Section 4.09(a) hereof or clauses (2), (3), (4), (5), (14) or (19) of this Section 4.09(b); 

  
 -48- 








 (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: 

(a) if the Company or any Guarantor is the obligor on such Indebtedness and the payee is not the Company or a Guarantor, such
Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations then due with respect to the Notes, in the case of the Company, or the Note Guarantee, in the case of a Guarantor; and 

(b) (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a
Person other than the Company or a Restricted Subsidiary of the Company and (ii) any sale or other transfer of any such Indebtedness 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 incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6); 

(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 the Company or any of the Guarantors of Indebtedness of the Company or a Restricted
Subsidiary of the Company 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 such Guarantee shall
be subordinated or pari passu, as applicable, to the same extent as the Indebtedness guaranteed; 
 (10) the
incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness in respect of workers’ compensation claims, self-insurance obligations, bankers’ acceptances, performance, completion and surety bonds and completion,
performance and other guarantees in the ordinary course of business; 
 (11) the incurrence by the Company or any of its
Restricted Subsidiaries of Indebtedness in respect of banking service, treasury management and other similar Obligations (including without limitation Indebtedness arising from the honoring by a bank or other financial institution of a check, draft
or similar instrument inadvertently drawn against insufficient funds or in respect of netting services, overdraft protection and otherwise in connection with deposit accounts, so long as such Indebtedness is covered within five business days); 

(12) the incurrence by Foreign Subsidiaries of Indebtedness in an aggregate principal amount at any time outstanding pursuant
to this clause (12), including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (12), not to exceed $25.0 million (or the equivalent thereof,
measured at the time of each incurrence, in applicable foreign currency); 
 (13) the incurrence of Indebtedness arising from
any agreement entered into by the Company or any of its Restricted Subsidiaries providing for indemnification, purchase price adjustment or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of
any business or assets of the Company or any of its Restricted Subsidiaries or Capital Stock of any of its Restricted 

  
 -49- 








 
Subsidiaries; provided that the maximum aggregate liability in respect of all such Indebtedness incurred pursuant to this clause (13) shall at no time exceed the gross proceeds
actually received by the Company and its Restricted Subsidiaries in connection with such acquisitions or dispositions; 

(14) the incurrence of Permitted Acquisition Debt; 

(15) the incurrence of Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of
business; 
 (16) the incurrence of Indebtedness consisting of take-or-pay obligations contained in supply agreements
relating to products, services or commodities of a type that the Company or any of its Subsidiaries uses or sells in the ordinary course of business; 

(17) the incurrence of Indebtedness consisting of the financing of insurance premiums; 

(18) the incurrence of Indebtedness consisting of Guarantees incurred in the ordinary course of business under repurchase
agreements or similar agreements in connection with the financing of sales of goods in the ordinary course of business; and 

(19) the incurrence by the Company or any Restricted Subsidiary of additional Indebtedness in an aggregate principal amount (or
accreted value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (19), not to exceed the
greater of (x) $50.0 million and (y) 3.0% of Total Assets as of the date of any such incurrence. 
 The Company will not
incur, and the Company will not permit any Guarantor to, directly or indirectly, incur any Indebtedness (including Acquired Debt) that is subordinated or junior in right of payment to any Indebtedness of the Company or such Guarantor, as the case
may be, unless such Indebtedness is expressly subordinated in right of payment to the Notes or such Guarantor’s Note Guarantee to the extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of the Company or
such Guarantor, as the case may be; provided, however, that (1) unsecured Indebtedness will not be deemed or treated as subordinated or junior to secured Indebtedness merely because it is unsecured or is secured by different
collateral or (2) Senior Debt will not be deemed or treated as subordinated or junior to any other Senior Debt merely because it has a junior priority with respect to the same collateral. 

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 (19) above or is entitled to be incurred pursuant to Section 4.09(a) hereof, 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 permitted by this Section 4.09 need not be permitted solely by reference to one
provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this Section 4.09 permitting such Indebtedness. Indebtedness under Credit Facilities outstanding on the
date on which Notes are first issued and authenticated under this Indenture will be deemed to have been incurred on such date in reliance on the exception provided by clause (1) of the definition of Permitted Debt and may not later be
reclassified. The accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, the reclassification of preferred stock as
Indebtedness due to a change in accounting principles, the payment of fees and premiums and additional payments with respect to Indebtedness, the realization of any Permitted Lien, a change in GAAP or an interpretation thereunder that results in an
obligation of such Person that exists at such time becoming Indebtedness, 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 of any such accrual of interest, accretion or amortization of original issue discount or payment of
interest is included in Fixed Charges of the Company as accrued, accreted or paid, as the case may be. Notwithstanding any other provision of this Section 4.09, 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 

  
 -50- 








 
rates or currency values. For purposes of determining compliance with, and the outstanding principal amount of, any particular Indebtedness incurred pursuant to this Section 4.09, any other
obligation of the obligor on such Indebtedness (or of any other Person that could have incurred such Indebtedness under this Section 4.09) arising under any Guarantee, Lien or letter of credit, bankers’ acceptance or other similar
instrument or obligation supporting such Indebtedness shall be disregarded to the extent that such Guarantee, Lien or letter of credit, bankers’ acceptance or other similar instrument or obligation secures the principal amount of such
Indebtedness. 
 The amount of any Indebtedness outstanding as of any date will be: 

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

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

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

(i) the Fair Market Value of such assets at the date of determination; or 

(ii) 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 applicable 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 sold or issued or otherwise disposed of; and 

(2) at least 75% of the consideration received in the Asset Sale by the Company or such Restricted Subsidiary is in the form of
cash or Cash Equivalents. For purposes of this clause (2), each of the following shall be deemed to be cash: 
 (A) any
liabilities, as shown on the Company’s most recent internal 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 Note Guarantee)
that are unconditionally assumed by the transferee of any such assets to the extent that the Company or the applicable Restricted Subsidiary is released from all liability with respect thereto; 

(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 or Cash Equivalents within 180 days after receipt, to the extent of the cash or Cash Equivalents received in that conversion; 

(C) any Designated Noncash Consideration received by the Company or any Restricted Subsidiary in such Asset Sale having an
aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (C) that is at that time outstanding in the aggregate, not to exceed the greater of (x) $40.0 million and
(y) 2.5% of Total Assets at the time of the receipt of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to
subsequent changes in value; 
 (D) any stock or assets of the kind referred to in clauses (2) or (4) of
Section 4.10(b) hereof; and 

  
 -51- 








 (E) a combination of the consideration specified in the foregoing clauses
(A) through (D) of this Section 4.10(a). 
 (b) Within 365 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 such Net Proceeds at its option: 

(1) to repay Senior Debt that is secured by a Lien, which Lien is permitted by this Indenture and, if such Senior Debt 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, provided that, in the case of any such acquisition of Capital Stock, the Permitted Business is or becomes or is merged with or into a Restricted
Subsidiary of the Company; 
 (3) to make a capital expenditure; 

(4) to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted
Business; 
 (5) to repay other Senior Debt; provided that to the extent the Company (or the applicable Restricted
Subsidiary, as the case may be) reduces Obligations under Senior Debt other than the Notes, the Company shall equally and ratably reduce Obligations under the Notes pursuant to Section 3.07 through open-market purchases (to the extent such
purchases are at or above 100% of the principal amount thereof) or by making an offer (in accordance with the procedures set forth in Section 3.09) to all Holders to purchase their Notes at 100% of the principal amount thereof, plus the amount
of accrued and unpaid interest and Additional Interest, if any, on the amount of Notes to be prepaid; or 
 (6) a combination
of the repayments, acquisitions and expenditures permitted by the immediately foregoing clauses (1) through (5) of this Section 4.10(b); 

provided that, in the case of clauses (2), (3) and (4) above of this Section 4.10(b), a binding commitment entered into not later than
such 365th day will extend the period for such investment or other payment for up to an additional 180 days after the end of such 365-day period so long as the Company or a Restricted Subsidiary enters into such commitment with the good faith
expectation that such Net Proceeds will be applied to satisfy such commitment within such 180 days (an “Acceptable Commitment”). In the event an Acceptable Commitment is later cancelled or terminated for any reason before the
Net Proceeds are applied in connection therewith but after the end of the original 365-day period, then such Net Proceeds will be deemed to constitute Excess Proceeds on the date of such cancellation or termination. In addition to the foregoing, at
any time and on one or more occasions prior to such 365th day (as extended, if applicable), the Company in its sole discretion may apply Net Proceeds from one or more Asset Sales to make an Asset Sale Offer as described below in this
Section 4.10. 
 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) hereof will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $40.0 million (or such lesser amount that the Company determines), the
Company will make an Asset Sale Offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase
or redeem with the proceeds of sales of assets in accordance with Section 3.09 hereof to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer
price in any Asset Sale Offer will be equal to 100% of the principal amount plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase and will be payable in cash. If any Excess Proceeds remain after consummation 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 tendered into such Asset Sale Offer exceeds
the amount of Excess 

  
 -52- 








 
Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis, subject to DTC procedures applicable to Global Notes. Upon
completion of each Asset Sale Offer, the amount of Excess Proceeds will 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 such laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that
the provisions of any securities laws or regulations conflict with the provisions of Section 3.09 hereof or this Section 4.10, the Company will comply with the applicable securities laws and regulations and will not be deemed to have
breached its obligations under Section 3.09 hereof or this Section 4.10 by virtue of such compliance. 
  

	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) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in
excess of $5.0 million, 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) with respect to any Affiliate Transaction or series of related Affiliate
Transactions involving aggregate consideration in excess of $15.0 million, the Company delivers to the Trustee a resolution of the Board of Directors of the Company set forth in an Officer’s 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 of the Company. 

(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) hereof: 
 (1) any employment agreement, employee benefit plan, officer or director indemnification
agreement, or any similar arrangement (including vacation plans, health and life insurance plans, deferred compensation plans, retirement or savings plans, and stock option, stock ownership and similar plans) entered into by the Company or any of
its Restricted Subsidiaries, any payment of compensation (including awards or grants in cash, securities or other payments) for the personal service of officers and employees of the Company or any of its Restricted Subsidiaries and payments of
reasonable directors fees, in each case entered into or paid by the Company or any of its Restricted Subsidiaries in the ordinary course of business and payments pursuant thereto; 

(2) transactions between or among the Company and/or its Restricted Subsidiaries; 

(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 or controls, directly or through a Restricted Subsidiary, an Equity Interest in such Person; 

(4) any issuance of Equity Interests (other than Disqualified Stock) of the Company to Affiliates of the Company; 

(5) loans and advances to officers, directors or employees of the Company or any of its Restricted Subsidiaries made in the
ordinary course of business; 
 (6) Restricted Payments that do not violate Section 4.07 hereof and Investments that
constitute Permitted Investments; 

  
 -53- 








 (7) transactions where the Company delivers to the trustee an opinion as to the
fairness to the Company or such Subsidiary of such transactions from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing; 

(8) purchases and sales of raw materials or inventory in the ordinary course of business on market terms; 

(9) transactions between the Company or any Restricted Subsidiary and any joint venture or Unrestricted Subsidiary of the
Company entered into in the ordinary course of business; provided that such transactions are 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; 
 (10) sales, contributions, conveyances
and other transfers of Receivables in connection with any Qualified Receivables Transaction; and 
 (11) any transaction
arising out of an agreement existing on the Issue Date and described in the Offering Memorandum and any amendment thereto or replacement thereof that, taken as a whole, is no less favorable to the Company than the agreement as in effect on the Issue
Date. 
  

	Section 4.12	Liens. 

 The Company will not, and will not permit any of its Restricted Subsidiaries to,
create, incur, assume or otherwise cause or suffer to exist or become effective any Lien of any kind (other than Permitted Liens) securing Indebtedness, or Attributable Debt upon any of their property or assets, now owned or hereafter acquired,
unless all payments due under this Indenture and the Notes are secured (a) in the case of any Senior Debt so 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 and (b) in the case of any subordinated Indebtedness so secured, on a senior basis with the Obligations so secured until such time as such Obligations are no longer secured by a Lien. Any Lien created for the benefit of the Holders of the
Notes pursuant to this Section 4.12 will provide by its terms that such Lien will be automatically and unconditionally released and discharged upon the release and discharge of the initial Lien giving rise to such Lien. 

 

	Section 4.13	[Intentionally Omitted.] 

  

	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. 

 

	Section 4.15	Offer to Repurchase Upon Change of Control. 

 (a) Upon the occurrence of a Change of
Control, the Company will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or integral multiples of $1,000 in excess thereof) of that Holder’s Notes at a purchase price
in cash equal to 101% of the aggregate principal amount of Notes 

  
 -54- 








 
repurchased plus accrued and unpaid interest and Additional Interest, if any, on the Notes repurchased to the date of purchase, subject to the rights of Holders on the relevant record date to
receive interest due on the relevant interest payment date (the “Change of Control Payment”); provided that the unrepurchased portion of the Notes of any Holder must be equal to $2,000 in principal amount or integral
multiples of $1,000 in excess thereof. Within 30 days following any Change of Control, the Company will deliver a notice to each Holder and the Trustee describing the transaction or transactions that constitute the Change of Control and
stating: 
 (1) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered
will be accepted for payment; 
 (2) the purchase price and the purchase date, which shall be no earlier than 30 days
and no later than 60 days from the date such notice is delivered (the “Change of Control Payment Date”); 

(3) that any Note not tendered will continue to accrue interest; 

(4) 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; 
 (5) that Holders
electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry
transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; 

(6) 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 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 
 (7) 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 $2,000 in principal amount or integral multiples of $1,000 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 pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the
provisions of Sections 3.09 or 4.15 hereof, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.09 hereof or this Section 4.15 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 of Notes properly tendered and not withdrawn pursuant to the Change of Control
Offer; 
 (2) deposit with the Paying Agent (or, if the Company or any of its Restricted Subsidiaries is acting as Paying
Agent, segregate and hold in trust) an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and 

(3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate
stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. 

  
 -55- 








 Upon receiving the Change of Control Payment from the Company, the Paying Agent will promptly
deliver (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and deliver (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 must be equal to $2,000 in principal amount or integral multiples of
$1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. 

(c) Notwithstanding anything to the contrary in this Section 4.15, the Company will not be required to make a Change of Control Offer
upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 and Section 3.09 hereof and purchases all
Notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price.

 (d) Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control,
conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made. 

(e) If Holders of not less than 90% in aggregate principal amount of the outstanding notes validly tender and do not withdraw such notes in a
Change of Control Offer and the Company, or any other Person making a Change of Control Offer in lieu of the Company as described above, purchases all of the notes validly tendered and not withdrawn by such holders, the Company will have the right,
upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all notes that remain outstanding following such purchase at a
redemption price in cash equal to the applicable Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest and Additional Interest, if any, to the date of redemption (subject to the
right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the date of purchase). 
  

	Section 4.16	[Intentionally Omitted.] 

  

	Section 4.17	Limitation on Sale and Leaseback Transactions. 

 The Company will not, and will not
permit any of its Restricted Subsidiaries to, enter into any Sale and Leaseback Transaction; provided that the Company or any Restricted Subsidiary may enter into a Sale and Leaseback Transaction if: 

(1) the Company or that Restricted Subsidiary, as applicable, could have incurred Indebtedness in an amount
equal to the Attributable Debt relating to such Sale and Leaseback Transaction under the Fixed Charge Coverage Ratio test in Section 4.09(a) hereof; and 

(2) the transfer of assets in that Sale and Leaseback Transaction does not violate, and the Company or such Restricted
Subsidiary applies the proceeds of such transaction in compliance with, Section 4.10 hereof. 
  

	Section 4.18	[Intentionally Omitted.] 

  

	Section 4.19	[Intentionally Omitted.] 

  

	Section 4.20	Additional Note Guarantees. 

 If the Company or any of its Restricted Subsidiaries
acquires or creates another Domestic Subsidiary after the Issue Date, and such Domestic Subsidiary Guarantees the Company’s obligations under any Credit Facility or incurs any Indebtedness under any Credit Facility, then the Company will cause
that newly acquired or created Domestic 

  
 -56- 








 
Subsidiary to execute a notation of Note Guarantee pursuant to a supplemental indenture substantially in the form of Exhibit F hereto, in form and substance satisfactory to the Trustee and
deliver an Opinion of Counsel to the Trustee within 20 Business Days of the date on which it was acquired or created (or ceased to be an Immaterial Subsidiary, to the extent applicable) to the effect that such supplemental indenture has been duly
authorized, executed and delivered by that Domestic Subsidiary and constitutes a valid and binding agreement of that Domestic Subsidiary, enforceable in accordance with its terms (subject to customary exceptions); provided that any Domestic
Subsidiary that constitutes an Immaterial Subsidiary need not become a Guarantor until such time as it ceases to be an Immaterial Subsidiary. The form of notation of such Note Guarantee is attached as Exhibit E hereto. 

 

	Section 4.21	Designation of Restricted and Unrestricted Subsidiaries. 

 The Board of Directors of the
Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default and if that designation otherwise is consistent with the definition of an Unrestricted Subsidiary. 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 an Unrestricted Subsidiary will be deemed to
be an Investment made as of the time of the designation and that designation will only be permitted if the Investment would be permitted at that time (either as a Restricted Payment or as a Permitted Investment) and if such Restricted Subsidiary
otherwise meets the definition of an Unrestricted Subsidiary. Such designation will reduce the amount available for Restricted Payments or Permitted Investments, as applicable. 

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 a resolution of the Board of Directors giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.07 hereof. 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 hereof, the Company will be in default of such covenant unless
such Unrestricted Subsidiary is made to meet such requirements. 
 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 and Liens of such Unrestricted
Subsidiary and such designation will only be permitted if (1) such Indebtedness and Liens are permitted under Sections 4.09 and 4.12 hereof, 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. 
 ARTICLE 5

 SUCCESSORS 
  

	Section 5.01	Merger, Consolidation, or Sale of Assets. 

 (a) The Company shall not, directly or
indirectly: (i) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation); or (ii) sell, assign, transfer, 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 

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

  
 -57- 








 (2) the Person formed by or surviving any such consolidation or merger (if other
than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes, this Indenture and the Registration Rights Agreement (if the
Company’s registration obligations thereunder have not been completed) pursuant to agreements reasonably satisfactory to the Trustee; 

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

(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, conveyance or other disposition has been made would, 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, (a) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof or (b) have a Fixed Charge Coverage Ratio that is
no less than the Fixed Charge Coverage Ratio of the Company immediately prior to such transaction; and 
 (5) the Company
delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel (on which the Trustee may conclusively and exclusively rely), each stating that the Company has complied with all conditions precedent and that such transaction does not
contravene the requirements of this Indenture. 
 In addition, the Company will not, directly or indirectly, lease all or substantially all
of its and its Restricted Subsidiaries’ properties or assets, taken as a whole, 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
under the laws of the United States, any state of the United States or the District of Columbia; or 
 (2) any consolidation
or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company and its Restricted Subsidiaries. 
  

	Section 5.02	Successor Corporation Substituted. 

 Upon any consolidation or merger, or any sale,
assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole in a transaction that is subject to, and that complies with the
provisions of, Section 5.01 hereof, the successor Person formed by such consolidation or into or with which the Company is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and
be substituted for (so that from and after the date of such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition, the provisions of this Indenture referring to the “Company” shall refer instead to the
successor Person and not to the Company), and may exercise every right and power of the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; provided, however, that the
predecessor Company shall not be relieved from the obligation to pay the principal of and interest on the Notes except in the case of a sale 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. 

  
 -58- 








 ARTICLE 6 

DEFAULTS AND REMEDIES 
  

	Section 6.01	Events of Default. 

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

 (1) default for 30 days in the payment when due of interest on, or Additional Interest, if any, with respect to, the
Notes; 
 (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 to comply with the provisions of
Section 5.01 hereof; 
 (4) failure by the Company or any of its Restricted Subsidiaries to comply with
Section 4.03 hereof for 90 days after written notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding; 

(5) failure by the Company or any of its Restricted Subsidiaries to comply with any of the other agreements in this Indenture
for 60 days after written notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding; 

(6) 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 Issue Date, if that default: 
 (a) is caused by a failure to pay principal on such Indebtedness at Stated
Maturity after giving effect to any grace period (a “Payment Default”); or 
 (b) results in the
acceleration of such Indebtedness prior to its Stated Maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the
maturity of which has been so accelerated, aggregates $45.0 million or more and such Indebtedness has not been discharged or such acceleration has not been rescinded or annulled, as applicable, within 30 days; 

(7) one or more final non-appealable judgments entered against the Company or any Restricted Subsidiary by a court or courts of
competent jurisdiction aggregating in excess of $45.0 million, excluding amounts covered by third-party indemnities or insurance, which judgments are not paid, discharged or stayed for a period of 60 days after the date on which the right to
appeal has expired; 
 (8) except as permitted by this Indenture, any Note Guarantee by a Guarantor that is a Significant
Subsidiary of the Company is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor that is a Significant Subsidiary of the Company, or any Person acting on behalf of
any such Guarantor, denies or disaffirms its obligations under its Note Guarantee; and 

  
 -59- 








 (9) the Company or any of its Restricted Subsidiaries that is a Significant
Subsidiary or any group of Restricted Subsidiaries of the Company 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; and 

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

(i) is for relief against the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of
Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary in an involuntary case; 

(ii) appoints a custodian of the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of
Restricted Subsidiaries of the Company 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 of the Company that, taken together, would constitute a Significant Subsidiary; or 
 (iii) orders
the liquidation of the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary; 

and the order or decree remains unstayed and in effect for 60 consecutive days. 

 

	Section 6.02	Acceleration. 

 In the case of an Event of Default specified in clause (7) or
(9) of Section 6.01 hereof, with respect to the Company, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of
at least 25% in aggregate principal amount of the then outstanding Notes may by written notice to the Company declare all the Notes to be due and payable immediately. 

Upon any such declaration, the Notes shall become due and payable immediately. 

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

	Section 6.03	Other Remedies. 

 If an Event of Default occurs and is continuing, the Trustee may pursue
any available remedy to collect the payment of principal, premium, if any, and Additional Interest, if any, and interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture. 

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

  
 -60- 









	Section 6.04	Waiver of Past Defaults. 

 Holders of not less than a majority in aggregate principal
amount of the then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the Notes waive an existing Default or Event of Default and its consequences hereunder, except a continuing Default or Event of Default in the
payment of the principal of, premium and Additional Interest, if any, or interest on, the Notes, including in connection with an offer to purchase (other than the non-payment of interest or premium, if any, or Additional Interest, if any, on, or
principal of, the Notes that become due solely because of the acceleration of the Notes); provided, however, that the Holders of not less than 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 not less than a majority in aggregate principal amount
of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. However, the Trustee may refuse to follow any
direction that conflicts with law or this Indenture that the Trustee determines may be unduly prejudicial to the rights of other Holders of Notes (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not any
such directions are unduly prejudicial to such Holders) or that may involve the Trustee in personal liability. The Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction. 

 

	Section 6.06	Limitation on Suits. 

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

(2) Holders of at least 25% in aggregate principal amount of the then outstanding Notes make a written request to the Trustee
to pursue the remedy; 
 (3) such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity
satisfactory to the Trustee against any loss, liability or expense; 
 (4) the Trustee does not comply with the request
within 60 days after receipt of the request and the offer of security or indemnity; and 
 (5) during such 60-day
period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such request. 

A Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over
another Holder of a Note. 
  

	Section 6.07	Rights of Holders of Notes to Receive Payment. 

 Notwithstanding any other provision of
this Indenture, the right of any Holder of a Note to receive payment of principal, premium, if any, and Additional Interest, if any, and interest on the Note, on or after the respective due dates expressed in the Note (including in connection with
an Asset Sale Offer or Change of Control Offer), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder. 

  
 -61- 









	Section 6.08	Collection Suit by Trustee. 

 If an Event of Default specified in Section 6.01(1) or
(2) hereof occurs and is continuing, without the possession of any of the Notes or the production thereof in any proceeding related thereto, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust
against the Company or any Guarantor for the whole amount of principal of, premium and Additional Interest, if any, and interest remaining unpaid on, the Notes and interest on overdue principal and, to the extent lawful, interest and such further
amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee (including without limitation any amounts due to the Trustee pursuant to
Section 7.07 hereof), its agents and counsel. 
  

	Section 6.09	Trustee May File Proofs of Claim. 

 The Trustee is authorized to file such proofs of
claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and
the Holders of the Notes allowed in any judicial proceedings relative to the Company or any Guarantor (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. 

 After an Event of Default, any moneys or properties distributable in
respect of the Company’s or any Guarantor’s obligations under this Indenture, or if the Trustee collects any money or property pursuant to this Article 6, it shall pay out the money and property 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, expenses and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection; 

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

Third: to the Company or any other obligors on the Notes, including the Guarantors, or to such party as a court of
competent jurisdiction shall direct. 
 The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to
this Section 6.10. 

  
 -62- 









	Section 6.11	Undertaking for Costs. 

 In any suit for the enforcement of any right or remedy under
this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in
its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This
Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in aggregate 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 and is
actually known to a Responsible Officer of the Trustee, 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 willful misconduct or bad faith on its part, the Trustee may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, the Trustee will examine the certificates and opinions
specifically required to be furnished to it under this Indenture to determine whether or not they conform on their face to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other
facts stated therein). 
 (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 or bad faith, 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 the terms hereof. 

(d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to
paragraphs (a), (b), and (c) of this Section 7.01. 
 (e) No provision of this Indenture will require the Trustee to expend or
risk its own funds or incur any liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers. The Trustee will be under no obligation to exercise any of its rights and powers under this Indenture at
the request or direction of any Holders, unless such Holder has offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. 

  
 -63- 








 (f) The Trustee will not be liable for interest on any money received by it except as the Trustee
may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. 
  

	Section 7.02	Rights of Trustee. 

 Subject to TIA § 315(a) through (d): 

(a) The Trustee may conclusively rely upon, and shall be fully protected in acting or refraining from acting upon, any document
believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in any such document. The Trustee shall receive financial reports and statements of the Company as
provided herein, but shall have no duty to review or analyze such reports or statements to determine compliance with covenants or other obligations of the Company. 

(b) Except as otherwise set forth in this Indenture, before the Trustee acts or refrains from acting, it may require an
Officer’s 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 Officer’s Certificate or Opinion of Counsel. The Trustee may consult with
counsel and the written advice of such counsel or any Opinion of Counsel will be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

 (c) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of
any agent appointed with due care. 
 (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 satisfactory indemnity or security against the losses, liabilities and expenses that might be incurred by it in compliance with such request or direction.

 (g) The Trustee shall not be required to give any bond or surety in respect of the performance or exercise of its powers
or duties hereunder. 
 (h) Except with respect to Section 4.01 hereof, the Trustee shall have no duty to inquire as to
the performance of the Company with respect to the covenants contained in Article 4 hereof. In addition, Trustee shall not deemed to have notice or be charged with knowledge of any Default or Event of Default unless the Trustee shall have received
from the Company, any Guarantor or any other obligor upon the Notes or from any Holder written notice thereof at its address set forth in Section 13.02 hereof, and such notice references the Notes and this Indenture. In the absence of any such
notice, the Trustee may conclusively assume that no Default or Event of Default exists. 
 (i) The rights, privileges,
protections, immunities and benefits given to the Trustee, including without limitation its right to be compensated, reimbursed, and indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder as Agent,
and to each agent, custodian and other Person employed to act hereunder. 
 (j) In no event shall the Trustee be responsible
or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or
terrorism, civil or 

  
 -64- 








 
military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being
understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. 

(k) In no event shall the Trustee be responsible or liable for any special, indirect, punitive 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. 

 

	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, as
defined in the TIA, 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 and to the extent permitted by TIA § 3.10(b)) or resign. If the
Trustee fails to eliminate the conflicting interest, obtain permission or resign within 10 days of the expiration of the 90-day period, the Trustee is required to notify the Holders to this effect, and
any Holder that has been a bona fide Holder for at least six months may petition a court to remove the Trustee and appoint a successor trustee. 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 or the Note Guarantees, 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 and the Statement of Eligibility on Form T-1 to be supplied to the Company in connection
with the Exchange Offer Registration Statement and/or Shelf Registration Statement. 
  

	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 or deliver to Holders of Notes a notice of the Default or Event of Default within 90 days after receipt of notice of the occurrence of the Event of Default. 

 

	Section 7.06	Reports by Trustee to Holders of the Notes. 

 (a) Within 60 days after each
April 15 beginning April 15, 2016, and for so long as Notes remain outstanding, the Trustee will deliver to the Holders of the Notes a brief report dated as of such reporting date that complies with TIA § 313(a) (but if no event
described in TIA § 313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also will comply with TIA § 313(b)(2). The Trustee will also transmit or deliver all reports as
required by TIA § 313(c). 
 (b) A copy of each report at the time of its delivery to the Holders of Notes will be delivered by the
Trustee to the Company and filed by the Trustee with the SEC, if required, and each stock exchange on which the Notes are listed, if any, in accordance with TIA § 313(d). The Company will promptly notify the Trustee in writing when
the Notes are listed on any stock exchange. 

  
 -65- 









	Section 7.07	Compensation and Indemnity. 

 (a) The Company will pay to the Trustee from time to time
reasonable compensation for its acceptance of this Indenture and services hereunder. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. The Company will reimburse the Trustee promptly
upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses will include the reasonable compensation, disbursements and expenses of the Trustee’s
agents and counsel. 
 (b) The Company and the Guarantors will, jointly and severally, indemnify the Trustee (which for purposes of this
Section 7.07 shall include its officers, directors, stockholders, employees and agents) against any and all losses, liabilities or expenses (including without limitation taxes other than taxes based on the income of the Trustee)incurred by it
arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and
defending itself against any claim (whether asserted by the Company, the Guarantors, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such
loss, liability or expense may be attributable to its negligence, willful misconduct or bad faith. The Trustee will notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company will not
relieve the Company or any of the Guarantors of their obligations hereunder. The Company or such Guarantor will defend the claim and the Trustee will cooperate in the defense. The Trustee may have separate counsel, and the Company will pay the
reasonable fees and expenses of such counsel. Neither the Company nor any Guarantor need pay for any settlement made without its consent, which consent will not be unreasonably withheld. Neither the Company nor any Guarantor need reimburse any
expense or indemnify against any loss, liability or expense incurred by the Trustee through its own negligence, willful misconduct or bad faith. 

(c) The obligations of the Company and the Guarantors under this Section 7.07 will survive the resignation or removal of the Trustee and
satisfaction and discharge of this Indenture (including without limitation taxes other than taxes based on the income of the Trustee). 

(d) To secure the Company’s and the Guarantors’ payment obligations in this Section 7.07, the Trustee will have a Lien prior to
the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien will survive the satisfaction and discharge of this Indenture. 

(e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(8) or (9) hereof
occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. 

(f) The Trustee will comply with the provisions of TIA § 313(b)(2) to the extent applicable. 

(g) “Trustee” for the purposes of this Section 7.07 shall include any predecessor Trustee and the Trustee in each of its
capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder.

  

	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. 

  
 -66- 








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

(1) the Trustee fails to comply with Section 7.10 hereof; 

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

(4) the Trustee becomes incapable of acting. 

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

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

(f) A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee will become effective, and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will deliver a notice of its succession to
Holders. The retiring Trustee will promptly transfer all property held by it as Trustee to the successor Trustee; provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07
hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Company’s obligations under Section 7.07 hereof will continue for the benefit of the retiring Trustee. 

 

	Section 7.09	Successor Trustee by Merger, etc. 

 If the Trustee consolidates, merges or converts into,
or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act will be the successor Trustee. 

 

	Section 7.10	Eligibility; Disqualification. 

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

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). There shall be excluded from the operation of TIA Section 310(b)(i) any securities under any indenture or indentures under which other securities or certificates of interest or participation in other securities of the Company
or any of the Guarantors are outstanding if the requirements for such exclusion set forth in TIA Section 310(b)(i) are met. 
  

	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. 

  
 -67- 








 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 Sections 8.02 or 8.03 hereof be applied to all outstanding Notes upon compliance with the conditions set forth below in this Article 8. 

 

	Section 8.02	Legal Defeasance and Discharge. 

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

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

(2) the Company’s obligations with respect to such Notes under Article 2 and Section 4.02 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) Sections 8.01, 8.02, 8.04, 8.05, 8.06 and 8.07 of this Article 8.

 Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02 notwithstanding the
prior exercise of its option under Section 8.03 hereof. If the Company exercises its Legal Defeasance option, each Guarantor will be released from all of its obligations with respect to its Note Guarantee. 

 

	Section 8.03	Covenant Defeasance. 

 Upon the Company’s exercise under Section 8.01 hereof of
the option applicable to this Section 8.03, the Company and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under the covenants
contained in Sections 4.03, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.15, 4.17, 4.19, 4.20, 4.21 hereof and clause (4) of Section 5.01(a) hereof with respect to the outstanding Notes (including the Note Guarantees) on and after the date
the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or
declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes will not be deemed
outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and Note Guarantees, the Company and the Guarantors may omit to comply with and will have no liability in respect of any
term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any
other document and such omission to comply will not constitute a Default or an Event of Default under Section 6.01 hereof, but, 

  
 -68- 








 
except as specified above, the remainder of this Indenture and such Notes and Note Guarantees will be unaffected thereby. In addition, upon the Company’s exercise under Section 8.01
hereof of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, the events described in Sections 6.01(3) through 6.01(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, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank,
appraisal firm, or firm of independent public accountants reasonably acceptable to the Trustee, expressed in a written certification thereof delivered to the Trustee, to pay the principal of, or interest and premium, if any, and Additional Interest,
if any, on the outstanding Notes on the stated date for payment thereof or on the applicable Redemption Date, as the case may be, and the Company must specify whether the Notes are being defeased to such stated date for payment or to a particular
Redemption Date; 
 (2) in the case of an election under Section 8.02 hereof, the Company must deliver to the Trustee an
Opinion of Counsel confirming that: 
 (a) the Company has received from, or there has been published by, the Internal
Revenue Service a ruling; or 
 (b) since the Issue Date, 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 will 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 confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the
same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; 

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

(7) the Company must deliver to the Trustee an Officer’s 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. 

  
 -69- 









	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, if any, and Additional Interest, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. 

The Company will pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable
Government Securities deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. 

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

  

	Section 8.06	Repayment to Company. 

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

	Section 8.07	Reinstatement. 

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

  
 -70- 








 ARTICLE 9 

AMENDMENT, SUPPLEMENT AND WAIVER 
  

	Section 9.01	Without Consent of Holders of Notes. 

 Notwithstanding Section 9.02 hereof, the
Company, the Guarantors (except that no existing Guarantor need execute a supplemental indenture substantially in the form of Exhibit F hereto pursuant to clause (8) of this Section 9.01) and the Trustee may amend or supplement this
Indenture or the Notes or the Note Guarantees without the consent of any Holder to: 
 (1) cure any ambiguity, defect or
inconsistency; 
 (2) provide for uncertificated Notes in addition to or in place of certificated Notes; 

(3) provide for the assumption of the Company’s or a Guarantor’s obligations to Holders of Notes and Note Guarantees
by a successor to the Company or such Guarantor pursuant to Article 5 or Article 11 hereof; 
 (4) make any change
that would provide any additional rights or benefits to Holders or that does not adversely affect the legal rights hereunder of any Holder; 

(5) comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; 

(6) conform the text of this Indenture, the Note Guarantees or the Notes to any provision of the “Description of the
Notes” section of the Company’s Offering Memorandum, to the extent that such provision in that “Description of the Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees or the
Notes; 
 (7) provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as
of the Issue Date; 
 (8) allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the
Notes; or 
 (9) evidence and provide for the acceptance of appointment under this Indenture of a successor Trustee. 

Upon the request of the Company and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join
with the Company and, if applicable, the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein
contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. 

 

	Section 9.02	With Consent of Holders of Notes. 

 Except as provided below in this Section 9.02,
the Company, the Guarantors and the Trustee may amend or supplement this Indenture (including, without limitation, Sections 3.09, 4.10 and 4.15 hereof) and the Notes and the Note Guarantees with the consent of the Holders of at least a majority
in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for,
or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or Additional Interest, if any,
or interest on, the Notes, 

  
 -71- 








 
except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the
consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with
a tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. 

Upon the request of the Company and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as
aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or
supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental
indenture. 
 It is not necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any
proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. 
 After an amendment,
supplement or waiver under this Section 9.02 becomes effective, the Company will deliver to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to deliver such
notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal
amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes or the Note Guarantees. However, without the consent of each Holder
affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): 

(1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; 

(2) reduce the principal of or change the fixed maturity of any Note, or reduce any amount payable on any redemption of the
Notes or the initial non-call periods during which the Notes may not be redeemed; 
 (3) reduce the rate of or change the
time for payment of interest, including default interest, on any Note; 
 (4) waive a Default or Event of Default in the
payment of principal of, or premium, if any, or Additional Interest, if any, or interest on, the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding
Notes and a waiver of the payment default that resulted from such acceleration); 
 (5) make any Note payable in money other
than that stated in the Notes; 
 (6) make any change in the provisions of this Indenture relating to waivers of past
Defaults or the rights of Holders to receive payments of principal of, or interest or premium, if any, or Additional Interest, if any, on, the Notes; 

(7) waive a redemption payment with respect to any Note (other than a payment required by Sections 3.09, 4.10 or 4.15
hereof); 
 (8) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in
accordance with the terms of this Indenture; 

  
 -72- 








 (9) make any change to, or modify the ranking of, the Notes that would adversely
affect the Holders of the Notes; or 
 (10) make any change in the preceding amendment and waiver provisions in Sections 9.01
and 9.02. 
  

	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. 
 The Company may, in the
circumstances permitted by the TIA, set any day as the record date for the purpose of determining the Holders of outstanding Notes entitled to give or take any request, demand, authorization, direction, notice, consent, waiver, or other action
provided or permitted by this Indenture to be given or taken by Holders of the Notes. 
  

	Section 9.04	Revocation and Effect of Consents. 

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

	Section 9.05	Notation on or Exchange of Notes. 

 The Trustee may place an appropriate notation about
an amendment, supplement or waiver on any Note thereafter authenticated. Alternatively, the Company in exchange for all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the
amendment, supplement or waiver. 
 Failure to make the appropriate notation or issue a new Note will not affect the validity and effect of
such amendment, supplement or waiver. 
  

	Section 9.06	Trustee to Sign Amendments, etc. 

 The Trustee will sign any amended or supplemental
indenture authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. The Company may not sign an amended or supplemental indenture until the Board
of Directors of the Company approves it. In executing any amended or supplemental indenture, the Trustee will be entitled to receive and (subject to Section 7.01 hereof) will be fully protected in relying upon, in addition to the documents
required by Section 13.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that it will be the legal, valid and
binding obligation of the Company and the Guarantors in accordance with its terms. 

  
 -73- 








 ARTICLE 10 

[INTENTIONALLY OMITTED.] 

ARTICLE 11 
 NOTE
GUARANTEES 
  

	Section 11.01	Guarantee. 

 (a) Subject to this Article 11, each of the Guarantors hereby, jointly
and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the
obligations of the Company hereunder or thereunder, that: 
 (1) the principal of, premium, if any, and Additional Interest,
if any, and interest on, the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other
Obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and 

(2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be
promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. 

Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and
severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. 

(b) The Guarantors hereby agree that, to the fullest extent permitted by applicable law, 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 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, to the fullest extent permitted by
applicable law, diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever
and covenant that this Note Guarantee will not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. 

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

  
 -74- 









	Section 11.02	[Intentionally Omitted.] 

  

	Section 11.03	Limitation on Guarantor Liability. 

 Each Guarantor, and by its acceptance of Notes, each
Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform
Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of such
Guarantor will be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections
from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 11, result in the obligations of such Guarantor under its Note Guarantee
not constituting a fraudulent transfer or conveyance. 
  

	Section 11.04	Execution and Delivery of Note Guarantee. 

 To evidence its Note Guarantee set forth in
Section 11.01 hereof, each Guarantor hereby agrees that a notation of such Note Guarantee substantially in the form attached as Exhibit E hereto will be endorsed by an Officer of such Guarantor on each Note authenticated and delivered by
the Trustee and that this Indenture will be executed on behalf of such Guarantor by one of its Officers. 
 Each Guarantor hereby agrees
that its Note Guarantee set forth in Section 11.01 hereof will remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Note Guarantee. 

If an Officer whose signature is on this Indenture or on the Note Guarantee no longer holds that office at the time the Trustee authenticates
the Note on which a Note Guarantee is endorsed, the Note Guarantee will be valid nevertheless. 
 The delivery of any Note by the Trustee,
after the authentication thereof hereunder, will constitute due delivery of the Note Guarantee set forth in this Indenture on behalf of the Guarantors. 

In the event that the Company or any of its Restricted Subsidiaries creates or acquires any Domestic Subsidiary after the Issue Date, if
required by Section 4.20 hereof, the Company will cause such Domestic Subsidiary to comply with the provisions of Section 4.20 hereof and this Article 11, to the extent applicable. 

 

	Section 11.05	Guarantors May Consolidate, etc., on Certain Terms. 

 Except as otherwise provided in
Section 11.06 hereof, 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) (i) such Guarantor shall be the Person surviving any such consolidation or merger or (ii) the Person acquiring
the assets in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor under this Indenture, its Note Guarantee and the Registration Rights
Agreement (if such Guarantor’s registration obligations thereunder have not been completed) on the terms set forth herein or therein, pursuant to a supplemental indenture satisfactory to the Trustee; or 

  
 -75- 








 (b) such sale or other disposition does not violate 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 Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the
Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be
endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this
Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. 

Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses 2(a) and 2(b) in this Section 11.05, nothing contained in
this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an
entirety to the Company or another Guarantor. 
  

	Section 11.06	Releases. 

 (a) In the event of any sale or other disposition of all or substantially all
of the assets or all of the Capital Stock of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after
giving effect to such transactions) the Company or 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 Note Guarantee; provided that the
Net Proceeds of such sale or other disposition are applied in accordance with the provisions of Section 4.10 hereof. Upon delivery by the Company to the Trustee of an Officer’s 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 Section 4.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under
its Note Guarantee. 
 (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture,
such Guarantor will be released and relieved of any obligations under its Note Guarantee. 
 (c) Upon defeasance in accordance with
Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 12 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. 

(d) Upon the contemporaneous release or discharge of all Guarantees by such Guarantor which would have required such Guarantor to guarantee
the Notes pursuant to Section 4.20, each Guarantor will be released and relieved of any obligations under its Note Guarantee. 
 Any
Guarantor not released from its obligations under its Note Guarantee as provided in this Section 11.06 will remain liable for the full amount of principal of and interest and premium, if any, and Additional Interest, if any, on the Notes and
for the other obligations of any Guarantor under this Indenture as provided in this Article 11. 

  
 -76- 








 ARTICLE 12 

SATISFACTION AND DISCHARGE 
  

	Section 12.01	Satisfaction and Discharge. 

 This Indenture will be discharged and will cease to be of
further effect as to all Notes issued hereunder, when: 
 (1) either: 

(a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes
for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or 

(b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the
delivery of a notice of redemption or 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 such 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, if any, and Additional Interest, if any, and accrued interest to the date of maturity or redemption; 

(2) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of
Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other material agreement or instrument to which the Company or any Guarantor
is a party or by which the Company or any Guarantor is bound; 
 (3) the Company or any Guarantor has paid or caused to be
paid all sums payable by it under this Indenture; and 
 (4) the Company has delivered irrevocable instructions to the
Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the Redemption Date, as the case may be. 
 In
addition, the Company must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. 

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

	Section 12.02	Application of Trust Money. 

 Subject to the provisions of Section 8.06 hereof, all
money deposited with the Trustee pursuant to Section 12.01 hereof shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium and Additional Interest, if any) and interest for whose payment such money has been deposited with
the Trustee; but such money need not be segregated from other funds except to the extent required by law. 

  
 -77- 








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

MISCELLANEOUS 
  

	Section 13.01	Trust Indenture Act Controls. 

 If any provision of this Indenture limits, qualifies or
conflicts with the duties imposed by TIA §318(c), the imposed duties will control. 
  

	Section 13.02	Notices. 

 Any notice or communication by the Company, any Guarantor or the Trustee to
the others is duly given if in writing and delivered in Person or by first class mail (registered or certified, return receipt requested), facsimile transmission or overnight air courier guaranteeing next day delivery, to the others’ address:

 If to the Company and/or any Guarantor: 

NN, Inc. 
 207 Mockingbird Lane

 Johnson City, TN 37604 

Facsimile No.: (423) 743-2670 

Attention: James H. Dorton, Senior Vice President – Chief Financial Officer 

With a copy to: 
 NN, Inc. 

207 Mockingbird Lane 
 Johnson
City, TN 37604 
 Facsimile No.: (423) 434-8389 

Attention: Matthew S. Heiter, Senior Vice President and General Counsel 

and 
 Baker, Donelson, Bearman,
Caldwell & Berkowitz, PC 
 First Tennessee Building 

165 Madison Avenue, Suite 2000 

Memphis, TN 38103 
 Facsimile No.:
(901) 577-4234 
 Attention: Richard F. Mattern, Esq. 

If to the Trustee: 
 U.S. Bank
National Association 
 Corporate Trust Services 

333 Commerce Street, Suite 800 

Nashville, TN, 37201 
 Facsimile
No.: (615) 251-0737 
 Attention: Wally Jones 

  
 -78- 








 With a copy to: 

Waller Lansden Dortch & Davis, LLP 

511 Union Street, Suite 2700 

Nashville, TN 37219 
 Facsimile
No.: (615) 244-6804 
 Attention: Beth Vessel 

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

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

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

 Holders may communicate
pursuant to TIA § 312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c). 

 

	Section 13.04	Certificate and Opinion as to Conditions Precedent. 

 Except, as otherwise provided in
this Section 13.04, 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 Officer’s Certificate in form and substance reasonably satisfactory to the Trustee (which must include the
statements set forth in Section 13.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and 

(2) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which must include the statements set
forth in Section 13.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied. 

Notwithstanding any provision in this Indenture to the contrary, the Company shall not be required to furnish to the Trustee an Officer’s
Certificate or Opinion of Counsel in connection with the issuance of the Initial Notes on the Issue Date or the issuance of the Exchange Notes in connection with the consummation of the Exchange Offer. 

  
 -79- 









	Section 13.05	Statements Required in Certificate or Opinion. 

 Each certificate or opinion with respect
to compliance with a condition or covenant provided for in this Indenture (other than an Officer’s Certificate provided pursuant to Section 4.04 hereof or a certificate provided pursuant to TIA § 314(a)(4)) must comply with the
provisions of TIA § 314(e) and must include: 
 (1) a statement that the Person making such certificate or opinion has
read such covenant or condition; 
 (2) a brief statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are based; 
 (3) a statement that, in the opinion
of such Person, he or she has made such examination or investigation as is necessary, which may include reliance on certifications or representations provided or made by others, to enable him or her to express an informed opinion as to whether or
not such covenant or condition has been satisfied; and 
 (4) a statement as to whether or not, in the opinion of such
Person, such condition or covenant has been satisfied. 
  

	Section 13.06	Rules by Trustee and Agents. 

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

	Section 13.07	No Personal Liability of Directors, Officers, Employees, Incorporators and Stockholders. 


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

 

	Section 13.08	Governing Law. 

 THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES 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 13.09	No Adverse Interpretation of Other Agreements. 

 This Indenture may not be used to
interpret any other indenture, loan or debt agreement of the Company or its Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture. 

 

	Section 13.10	Successors. 

 All agreements of the Company in this Indenture and the Notes will bind its
successors. All agreements of the Trustee in this Indenture will bind its successors. All agreements of each Guarantor in this Indenture will bind its successors, except as otherwise provided in Section 11.06 hereof. 

  
 -80- 









	Section 13.11	Severability. 

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

	Section 13.12	Counterpart Originals. 

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

	Section 13.13	Table of Contents, Headings, etc. 

 The Table of Contents, Cross-Reference Table and
Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and will in no way modify or restrict any of the terms or provisions hereof. 

 

	Section 13.14	Waiver of Jury Trial. 

 EACH OF THE COMPANY, THE GUARANTORS AND THE TRUSTEE, AND BY ITS
ACCEPTANCE THEREOF, EACH HOLDER OF A NOTE, HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES, THE NOTE
GUARANTEES OR THE TRANSACTIONS CONTEMPLATED HEREBY. 
 [Signatures on following page] 

  
 -81- 








 SIGNATURES 

Dated as of October 19, 2015 
  

			
	NN, INC.
		
	By:	 	 /s/ Richard D. Holder

		 	Name: Richard D. Holder
		 	Title: Chief Executive Officer and President
	
	INDUSTRIAL MOLDING CORPORATION, as a Guarantor
		
	By:	 	 /s/ James H. Dorton

		 	Name: James H. Dorton
		 	Title: Vice President
	
	WHIRLAWAY CORPORATION, as a Guarantor
		
	By:	 	 /s/ James H. Dorton

		 	Name: James H. Dorton
		 	Title: Vice President
	
	PNC ACQUISITION COMPANY, INC., as a Guarantor
		
	By:	 	 /s/ James H. Dorton

		 	Name: James H. Dorton
		 	Title: Vice President
	
	PMC ACQUISITION COMPANY, INC., as a Guarantor
		
	By:	 	 /s/ James H. Dorton

		 	Name: James H. Dorton
		 	Title: Vice President



  
 S-1 








 
			
	PMC USA ACQUISITION COMPANY, INC., as a Guarantor
		
	By:	 	 /s/ James H. Dorton

		 	Name: James H. Dorton
		 	Title: Vice President
	
	THE DELTA RUBBER COMPANY, as a Guarantor
		
	By:	 	 /s/ James H. Dorton

		 	Name: James H. Dorton
		 	Title: Vice President
	
	CAPROCK MANUFACTURING, INC., as a Guarantor
		
	By:	 	 /s/ James H. Dorton

		 	Name: James H. Dorton
		 	Title: Vice President
	
	CAPROCK ENCLOSURES, LLC, as a Guarantor
		
	By:	 	 /s/ James H. Dorton

		 	Name: James H. Dorton
		 	Title: Vice President
	
	NN PRECISION PLASTICS, INC., as a Guarantor
		
	By:	 	 /s/ James H. Dorton

		 	Name: James H. Dorton
		 	Title: Vice President
	
	AUTOCAM CORPORATION, as a Guarantor
		
	By:	 	 /s/ James H. Dorton

		 	Name: James H. Dorton
		 	Title: Vice President



  
 S-2 








 
			
	AUTOCAM-PAX, INC., as the Guarantor
		
	By:	 	 /s/ James H. Dorton

		 	Name: James H. Dorton
		 	Title: Vice President
	
	U.S. BANK NATIONAL ASSOCIATION, as Trustee
		
	By:	 	 /s/ Connie Jaco

		 	Name: Connie Jaco
		 	Title: Assistant Vice President



  
 S-3 








 EXHIBIT A 

[Face of Note] 

CUSIP/CINS             

10.25% Senior Notes due 2020 
  

					
	 No.     
	  	$	            	  

 NN, INC. 

promises to pay
to                                        or
registered assigns, 
 the principal sum of
                    DOLLARS, or such other principal sum as shall be set forth in the Schedule of Exchanges of Interests attached hereto, on
November 1, 2020. 
 Interest Payment Dates: May 1 and November 1 

Record Dates: April 15 and October 15 
 Dated:
October 19, 2015 
  

			
	NN, INC.
		
	By:	 	  

		 	Name:
		 	Title:


 This is one of the Notes referred to 

in the within-mentioned Indenture: 
 U.S. BANK NATIONAL
ASSOCIATION, 
 as Trustee 
  

			
	By:	 	  

		 	Authorized Signatory


  
 A-1 








 [Back of Note] 

10.25% Senior Notes due 2020 
 [Insert the
Global Note Legend, if applicable pursuant to the provisions of the Indenture] 
 [Insert the Private Placement Legend, if applicable pursuant to the
provisions of the Indenture] 
 Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below
unless otherwise indicated. 
 (1) INTEREST. NN, Inc., a Delaware corporation (the
“Company”), promises to pay interest on the principal amount of this Note at 10.25% per annum from October 19, 2015, until maturity and shall pay the Additional Interest, if any, payable pursuant to Section 4 of the
Registration Rights Agreement referred to below. The Company will pay interest and Additional Interest, if any, semi-annually in arrears on May 1 and November 1 of each year, or if any such day is not a Business Day, on the next succeeding
Business Day (each, an “Interest Payment Date”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that if there
is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment
Date; provided, further, that the first Interest Payment Date shall be May 1, 2016. The Company will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if
any, from time to time on demand at a rate that is equal to the rate then in effect to the extent lawful; The Company will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest
and Additional Interest, if any, (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day months. 

(2) METHOD OF PAYMENT. The Company will pay interest on the Notes
(except defaulted interest) and Additional Interest, if any, to the Persons who are registered Holders of Notes at the close of business on the April 15 or October 15 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, if any and Additional
Interest, if any, and interest at the office or agency of the Company maintained for such purpose within or without the City and State of New York, or, at the option of the Company, payment of interest and Additional Interest, if any, may be made by
check mailed to the Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of immediately available funds will be required with respect to principal of and interest, premium, if any and
Additional Interest, if any, 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 October 19, 2015 (the “Indenture”) among the Company, the Guarantors and the Trustee. The terms of the Notes include
those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “TIA”). The Notes are subject to all such terms, and Holders are referred to the Indenture and such
Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are unsecured obligations of the Company.
The Indenture does not limit the aggregate principal amount of Notes that may be issued thereunder. 
 (5) OPTIONAL
REDEMPTION.  
 (a) Except as set forth in subparagraphs (b) and (c) of this Paragraph 5, the
Company will not have the option to redeem the Notes prior to November 1, 2017. On or after November 1, 2017, the Company on any one or 

  
 A-2 








 
more occasions may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set
forth below plus accrued and unpaid interest and Additional Interest, if any, on the Notes redeemed to the applicable Redemption Date, if redeemed during the twelve-month period beginning on November 1 of the years indicated below, subject to
the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: 
  

					
	 Year
	  	Percentage	 
	 2017
	  	 	107.688	% 
	 2018
	  	 	103.844	% 
	 2019 and thereafter
	  	 	100.000	% 

 Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes
or portions thereof called for redemption on the applicable Redemption Date. 
 (b) Notwithstanding the provisions of subparagraph
(a) of this Paragraph 5, at any time on or prior to November 1, 2017 the Company on any one or more occasions may redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture (including any Additional Notes
issued after the Issue Date) at a redemption price equal to 110.250% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the Redemption Date, with the net cash proceeds of one or more sales of common
Equity Interests (other than Disqualified Stock) of the Company; provided that at least 65% in aggregate principal amount of the Notes issued under the Indenture (including any Additional Notes issued after the Issue Date but excluding Notes
held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 90 days of the date of the closing of such sale of Equity Interests. 

(c) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to November 1, 2017 the Company
on any one or more occasions may redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of,
and accrued and unpaid interest and Additional Interest, if any, to, the date of redemption. 
 (1) Applicable Premium means,
with respect to a Note at any date of redemption, the greater of (i) 1.0% of the outstanding principal amount of such Note and (ii) the excess of (A) the present value at such time of (1) the redemption price of such Note at
November 1, 2017 (as set forth in the table in subparagraph (a) of this Paragraph 5) plus (2) all required interest payments due on such Note through November 1, 2017 computed, in both cases, using a discount rate equal to
the Treasury Rate plus 50 basis points, over (B) the outstanding principal amount of such Note. 
 (2) Treasury Rate
means the yield to maturity at the time of computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) which has become publicly
available at least two business days prior to the date of redemption (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the date of redemption to
November 1, 2017; provided, however, that if the period from the date of redemption to November 1, 2017 is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the
Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the period from the date of
redemption to November 1, 2017 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used. 

(d) The Indenture does not prohibit the Company and its Subsidiaries from purchasing Notes in the open market or otherwise at any time or from
time to time. 
 (6) MANDATORY REDEMPTION. The Company is not required to make
mandatory redemption or sinking fund payments with respect to the Notes. 

  
 A-3 








 (7) REPURCHASE AT THE OPTION
OF HOLDER. 
 (a) If there is a Change of Control, the Company will be required to make an offer (a
“Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or integral multiples of $1,000 in excess thereof) of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate
principal amount thereof plus accrued and unpaid interest and Additional Interest, if any, thereon to the date of purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date
(the “Change of Control Payment”); provided that the unrepurchased portion of the Notes of any Holder must be equal to $2,000 in principal amount or integral multiples of $1,000 in excess thereof. Within 30 days
following any Change of Control, the Company will deliver a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. 

(b) If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, on which the aggregate amount of Excess
Proceeds exceeds $40.0 million (or such lesser amount that the Company determines), the Company will commence an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions
similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture to purchase the maximum principal
amount of Notes (including any Additional Notes) and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and
unpaid interest and Additional Interest, if any, thereon to the date of purchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu
Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal
amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata
basis, subject to The Depository Trust Company’s procedures applicable to global notes. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and
may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes. 

(8) NOTICE OF REDEMPTION. Notice of redemption will be delivered 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 or otherwise delivered in accordance with the procedures of the Depository Trust Company, except
that redemption notices may be mailed more than 60 days prior to a Redemption Date if the notice is issued in connection with a defeasance of the Notes or a satisfaction or discharge of the Indenture. No Notes of $2,000 or less can be redeemed
in part, and the unredeemed portion of the Notes of any Holder must be equal to $2,000 in principal amount or integral multiples of $1,000 in excess thereof, unless the entire outstanding amount of all of the Notes held by a Holder is to be
redeemed. 
 (9) DENOMINATIONS, TRANSFER,
EXCHANGE. The Notes are in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as
provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted
by the Indenture. The Company need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Company need not exchange or register
the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date. 

(10) PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated
as its owner for all purposes. 
 (11) AMENDMENT, SUPPLEMENT
AND WAIVER. Subject to certain exceptions, the Indenture or the Notes or the Note Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in aggregate
principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class 

  
 A-4 








 
(including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and any existing Default or Event or Default or compliance with
any provision of the Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a
single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Without the consent of any Holder of a Note, the Indenture or the Notes or the Note Guarantees may be
amended or supplemented to cure any ambiguity, defect or inconsistency, to provide for uncertificated Notes in addition to or in place of certificated Notes, to provide for the assumption of the Company’s or a Guarantor’s obligations to
Holders of the Notes and Note Guarantees in case of a merger or consolidation, or sale of all or substantially all of the Company or such Guarantor’s assets, as applicable, 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 under the Indenture of any such Holder, to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA, to
conform the text of the Indenture or the Notes to any provision of the “Description of the Notes” section of the Company’s Offering Memorandum, to the extent that such provision in that “Description of the Notes” was
intended to be a verbatim recitation of a provision of the Indenture, the Note Guarantees or the Notes; to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture; to allow any Guarantor to execute
a supplemental indenture to the Indenture and/or a Note Guarantee with respect to the Notes; or to evidence and provide for the acceptance of appointment under the Indenture of a successor Trustee. 

(12) DEFAULTS AND REMEDIES. Events of Default include:
(i) default for 30 days in the payment when due of interest on, or Additional Interest, if any, with respect to the Notes; (ii) default in the payment when due of the principal of, or premium, if any, on, the Notes when the same becomes
due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise; (iii) failure by the Company or any of its Restricted Subsidiaries to comply with Section 5.01 of the Indenture;
(iv) failure by the Company or any of its Restricted Subsidiaries to comply with Section 4.03 of the Indenture for 90 days after notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the
Notes including Additional Notes, if any, then outstanding to comply with any of the other agreements in the Indenture or the Notes; (v) failure by the Company or any of its Restricted Subsidiaries to comply with any of the other agreements in
this Indenture for 60 days after written notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding; (vi) default under certain other agreements relating to Indebtedness
of the Company which default results in the acceleration of such Indebtedness prior to its Stated Maturity; (vii) certain final judgments for the payment of money that remain undischarged for a period of 60 days; (viii) certain events
of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; (ix) except
as permitted by the Indenture, any Note Guarantee by a Guarantor that is a Significant Subsidiary of the Company is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect or any
Guarantor that is a Significant Subsidiary of the Company, or any Person acting on its behalf denies or disaffirms its obligations under such Guarantor’s Note Guarantee. If any Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in aggregate principal amount of the then outstanding Notes may by written notice to the Company declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default
arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject
to certain limitations, Holders of at least a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Holders of at least a majority in aggregate principal amount of the
then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or
Event of Default in the payment of interest or premium, if any, or Additional Interest, if any, on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and
the Company is required, within 30 days of becoming aware of any Default or Event of Default that has occurred and is continuing, to deliver to the Trustee a statement specifying such Default or Event of Default. 

(13) TRUSTEE DEALINGS WITH COMPANY. The Trustee, in
its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee. 

  
 A-5 








 (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 the Guarantors under the
Notes, the Note Guarantees or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the
consideration for the issuance of the Notes. 
 (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)
ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED DEFINITIVE
NOTES. In addition to the rights provided to Holders of Notes under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes will have all the rights set forth in the Registration Rights
Agreement dated as of October 19, 2015, among the Company, the Guarantors and the other parties named on the signature pages thereof or, in the case of Additional Notes, Holders of Restricted Global Notes and Restricted Definitive Notes will
have the rights set forth in one or more registration rights agreements, if any, among the Company, the Guarantors and the other parties thereto, relating to rights given by the Company and the Guarantors to the purchasers of any Additional Notes
(collectively, the “Registration Rights Agreement”). 
 (18) 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. 
 (19) GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND
BE USED TO CONSTRUE THE INDENTURE, THIS NOTE AND THE NOTE GUARANTEES 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. 

The Company will furnish to any Holder upon written request and without charge a copy of the Indenture and/or the Registration Rights
Agreement. Requests may be made to: 
 NN, Inc. 

207 Mockingbird Lane 
 Johnson
City, TN 37604 
 Facsimile No.: (423) 743-2670 

Attention: James H. Dorton, Senior Vice President – Chief Financial Officer 

With a copy to: 
 NN, Inc. 

207 Mockingbird Lane 
 Johnson
City, TN 37604 
 Facsimile No.: (423) 434-8389 

Attention: Matthew S. Heiter, Senior Vice President and General Counsel 

  
 A-6 








 ASSIGNMENT FORM 

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

			
	 to:
	 	  


 (Insert assignee’s legal name) 
  

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

 
  
  

 
  

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

Date:                     

 

			
	 Your Signature:
	 	  

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


  

			
	 Signature Guarantee*:
	 	  


  

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


  
 A-7 








 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). 


  
 A-8 








 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 officer of
 Trustee or
Custodian


  
  

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


  
 A-9 








 EXHIBIT B 

FORM OF CERTIFICATE OF TRANSFER 

NN, Inc. 
 207 Mockingbird Lane 

Johnson City, TN 37604 
 U.S. Bank National Association 

Corporate Trust Services 
 333 Commerce Street, Suite 800 

Nashville, TN, 37201 
 Attention: Wally Jones 

 

	 	Re:	10.25% Senior Notes due 2020  

 Reference is hereby made to the Indenture, dated as of
October 19, 2015 (the “Indenture”), among NN, Inc., as issuer (the “Company”), the Guarantors party thereto and U.S. Bank National Association, as trustee. Capitalized terms used but not defined herein shall
have the meanings given to them in the Indenture. 

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

[CHECK ALL THAT APPLY] 

1.  ̈ Check if Transferee will take delivery of a beneficial interest in the 144A
Global Note or a Restricted Definitive Note pursuant to Rule 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities
Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believes is purchasing the beneficial interest or
Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of
Rule 144A in a transaction meeting the requirements of Rule 144A, and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the 144A Global Note and/or the Restricted Definitive Note
and in the Indenture and the Securities Act. 
 2.  ̈ Check if Transferee
will take delivery of a beneficial interest in the Regulation S Global Note or a Restricted Definitive Note pursuant to Regulation S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904
under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a Person in the United States and (x) at the time the buy order was originated, the Transferee was outside the
United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated
offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the
requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act and (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer is
being made prior to the expiration of the Restricted Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed transfer in accordance
with the terms of the Indenture, the transferred 

  
 B-1 








 
beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Private Placement Legend printed on the Regulation S Global Note and/or the
Restricted Definitive Note and in the Indenture and the Securities Act. 
 3.  ̈
Check and complete if Transferee will take delivery of a beneficial interest in the IAI Global Note or a Restricted Definitive Note pursuant to any provision of the Securities Act other than Rule 144A or Regulation S. The
Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue
sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one):  

(a)  ̈ such Transfer is being effected pursuant to and in accordance with Rule 144 under the
Securities Act; 
 or 
 (b)  ̈ such Transfer is being effected to the Company or a subsidiary thereof; 
 or 

(c)  ̈ such Transfer is being effected pursuant to an effective registration statement under
the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act; 
 or 

(d)  ̈ such Transfer is being effected to an Institutional Accredited Investor and pursuant to
an exemption from the registration requirements of the Securities Act other than Rule 144A, Rule 144, Rule 903 or Rule 904, and the Transferor hereby further certifies that it has not engaged in any general solicitation within
the meaning of Regulation D under the Securities Act and the Transfer complies with the transfer restrictions applicable to beneficial interests in a Restricted Global Note or Restricted Definitive Notes and the requirements of the exemption
claimed, which certification is supported by (1) a certificate executed by the Transferee in the form of Exhibit D to the Indenture and (2) if such Transfer is in respect of a principal amount of Notes at the time of transfer of less
than $250,000, an Opinion of Counsel provided by the Transferor or the Transferee (a copy of which the Transferor has attached to this certification), to the effect that such Transfer is in compliance with the Securities Act. Upon consummation of
the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the IAI Global Note
and/or the Restricted Definitive Notes and in the Indenture and the Securities Act. 
 4.
 ̈ Check if Transferee will take delivery of a beneficial interest in an Unrestricted Global Note or of an Unrestricted Definitive Note. 

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

  
 B-2 








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

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

 

			
	  
 [Insert Name of
Transferor]

		
	By:	 	  

		 	Name:
		 	Title:


 Dated:
                     

  
 B-3 








 ANNEX A TO CERTIFICATE OF
TRANSFER 
  

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

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

  

	 	(a)	 ̈ a beneficial interest in the: 

  

	 	(i)	 ̈ 144 Global Note (CUSIP             ), or 


 

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


 

	 	(iii)	 ̈ IAI Global Note (CUSIP             ), or 


 

	 	(b)	 ̈ a Restricted Definitive Note. 

  

	2.	After the Transfer the Transferee will hold: 

 [CHECK ONE] 

 

	 	(a)	 ̈ a beneficial interest in the: 

  

	 	(i)	 ̈ 144 Global Note (CUSIP             ), or 


 

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


 

	 	(iii)	 ̈ IAI Global Note (CUSIP             ), or 


 

	 	(iv)	 ̈ Unrestricted Global Note (CUSIP             ); or 


 

	 	(b)	 ̈ a Restricted Definitive Note; or 

  

	 	(c)	 ̈ an Unrestricted Definitive Note, 

 in accordance with the
terms of the Indenture. 

  
 B-4 








 EXHIBIT C 

FORM OF CERTIFICATE OF EXCHANGE 

NN, Inc. 
 207 Mockingbird Lane 

Johnson City, TN 37604 
 U.S. Bank National Association 

Corporate Trust Services 
 333 Commerce Street, Suite 800 

Nashville, TN, 37201 
 Attention: Wally Jones 

 

	 	Re:	10.25% Senior Notes due 2020 


	 	    	(CUSIP             ) 


Reference is hereby made to the Indenture, dated as of October 19, 2015 (the “Indenture”), among NN, Inc., as
issuer (the “Company”), the Guarantors party thereto and U.S. Bank National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. 

                    , (the
“Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $        in such Note[s] or interests (the
“Exchange”). In connection with the Exchange, the Owner hereby certifies that:  
 1. Exchange of
Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note. 

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

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

  
 C-1 








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

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

(b)  ̈ Check if Exchange is from Restricted Definitive Note to
beneficial interest in a Restricted Global Note. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE]  ̈ 144A Global Note,
 ̈ Regulation S Global Note,  ̈ IAI Global Note with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being
acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities
Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act. 

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

 
  

			
	[Insert Name of Transferor]
		
	By:	 	  

		 	Name:
		 	Title:


 Dated:
                     

  
 C-2 








 EXHIBIT D 

FORM OF CERTIFICATE FROM 

ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR 

NN, Inc. 
 207 Mockingbird Lane 

Johnson City, TN 37604 
 U.S. Bank National Association 

Corporate Trust Services 
 333 Commerce Street, Suite 800 

Nashville, TN, 37201 
 Attention: Wally Jones 

 

	 	Re:	10.25% Senior Notes due 2020 

 Reference is hereby made to the Indenture, dated
as of October 19, 2015 (the “Indenture”), among NN, Inc., as issuer (the “Company”), the Guarantors party thereto and U.S. Bank National Association, as trustee. Capitalized terms used but not defined herein
shall have the meanings given to them in the Indenture. 
 In connection with our proposed purchase of
$        aggregate principal amount of: 
  

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

  

	 	(b)	 ̈ a Definitive Note, 

 we confirm that: 

1. We understand that any subsequent transfer of the Notes or any interest therein is subject to certain restrictions and conditions set forth
in the Indenture and the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer the Notes or any interest therein except in compliance with, such restrictions and conditions and the Securities Act of 1933, as amended (the
“Securities Act”). 
 2. We understand that the offer and sale of the Notes have not been registered under the Securities
Act, and that the Notes and any interest therein may not be offered or sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, that if we should
sell the Notes or any interest therein, we will do so only (A) to the Company or any subsidiary thereof, (B) in accordance with Rule 144A under the Securities Act to a “qualified institutional buyer” (as defined therein),
(C) to an institutional “accredited investor” (as defined below) that, prior to such transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you and to the Company a signed letter substantially in the form of
this letter and, if such transfer is in respect of a principal amount of Notes, at the time of transfer of less than $250,000, an Opinion of Counsel in form reasonably acceptable to the Company to the effect that such transfer is in compliance with
the Securities Act, (D) outside the United States in accordance with Rule 904 of Regulation S under the Securities Act, (E) pursuant to the provisions of Rule 144(k) under the Securities Act or (F) pursuant to an effective
registration statement under the Securities Act, and we further agree to provide to any Person purchasing the Definitive Note or beneficial interest in a Global Note from us in a transaction meeting the requirements of clauses (A) through
(E) of this paragraph a notice advising such purchaser that resales thereof are restricted as stated herein. 
 3. We understand that,
on any proposed resale of the Notes or beneficial interest therein, we will be required to furnish to you and the Company such certifications, legal opinions and other information as you and the Company may reasonably require to confirm that the
proposed sale complies with the foregoing restrictions. We further understand that the Notes purchased by us will bear a legend to the foregoing effect. 

  
 D-1 








 4. We are an institutional “accredited investor” (as defined in Rule 501(a)(1),
(2), (3) or (7) of Regulation D under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we and any
accounts for which we are acting are each able to bear the economic risk of our or its investment. 
 5. We are acquiring the Notes or
beneficial interest therein purchased by us for our own account or for one or more accounts (each of which is an institutional “accredited investor”) as to each of which we exercise sole investment discretion. 

You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. 
  

			
	[Insert Name of Accredited Investor]
		
	By:	 	  

		 	Name:
		 	Title:


 Dated:
                     

  
 D-2 








 EXHIBIT E 

FORM OF NOTATION OF GUARANTEE 

For value received, each Guarantor (which term includes any successor Person under the Indenture) has, jointly and severally,
unconditionally guaranteed, to the extent set forth in the Indenture and subject to the provisions in the Indenture dated as of October 19, 2015 (the “Indenture”) among NN, Inc. (the “Company”), the Guarantors
party thereto and U.S. Bank National Association, as trustee (the “Trustee”), (a) the due and punctual payment of the principal of, premium, if any, and Additional Interest, if any, and interest on, the Notes, whether at
maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal of and interest on the Notes, if any, if lawful, and the due and punctual performance of all other obligations of the Company to the
Holders or the Trustee all in accordance with the terms of the Indenture and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or
performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders of Notes and to the Trustee pursuant to the Note Guarantee and the
Indenture are expressly set forth in Article 11 of the Indenture and reference is hereby made to the Indenture for the precise terms of the Note Guarantee. 

Capitalized terms used but not defined herein have the meanings given to them in the Indenture. 

 

			
	[NAME OF GUARANTOR(S)]
		
	By:	 	  

		 	Name:
		 	Title:



  
 E-1 








 EXHIBIT F 

FORM OF SUPPLEMENTAL INDENTURE 

TO BE DELIVERED BY SUBSEQUENT GUARANTORS 

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of
            , 20    , among the entities listed on the signature pages hereto (each, a “Guaranteeing Subsidiary” and collectively, the
“Guaranteeing Subsidiaries”), each a subsidiary of NN, Inc. (or its permitted successor), a Delaware corporation (the “Company”), the Company 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
October 19, 2015 providing for the issuance of 10.25% Senior Notes due 2020 (the “Notes”);  
 WHEREAS,
the Indenture provides that, under certain circumstances, the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the
Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee”); and  

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture. 

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged,
each Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders 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. Each Guaranteeing Subsidiary hereby agrees to provide an unconditional
Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article 11 thereof, and a notation of such Note Guarantee in the Form of Exhibit E to the Indenture.

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

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

5. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an
original, but all of them together represent the same agreement. 

  
 F-1 








 6. EFFECT OF HEADINGS. The Section headings herein
are for convenience only and shall not affect the construction hereof. 
 7. THE TRUSTEE. The Trustee shall
not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture, the Note Guarantee of each Guaranteeing Subsidiary, or for or in respect of the recitals contained herein, all of which
recitals are made solely by each Guaranteeing Subsidiary and the Company. 
 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:
	
	NN, INC.
		
	By:	 	  

		 	Name: James H. Dorton
		 	Title: Senior Vice President - Chief Financial Officer
	
	U.S. BANK NATIONAL ASSOCIATION, as Trustee
		
	By:	 	  

		 	Authorized Signatory



  
 F-2