Indenture



 Exhibit 4.1 

 
  

 
 INDENTURE 

Dated as of June 1, 2011 
 Among 
 B-CORP MERGER SUB, INC., 

and 
 WELLS FARGO
BANK, NATIONAL ASSOCIATION, 
 as Trustee 
 8.25% SENIOR NOTES DUE 2019 
  

 
  







 CROSS-REFERENCE TABLE* 

 

			
	 Trust Indenture Act Section
	  	 Indenture Section

		
	 310(a)(1)
	  	7.10
	       (a)(2)
	  	7.10
	       (a)(3)
	  	N.A.
	       (a)(4)
	  	N.A.
	       (a)(5)
	  	7.10
	       (b)
	  	7.10
	       (c)
	  	N.A.
	 311(a)
	  	7.11
	       (b)
	  	7.11
	       (c)
	  	N.A.
	 312(a)
	  	2.05
	       (b)
	  	12.03
	       (c)
	  	12.03
	 313(a)
	  	7.06
	       (b)(1)
	  	N.A.
	       (b)(2)
	  	7.06; 7.07
	       (c)
	  	7.06; 12.02
	       (d)
	  	7.06
	 314(a)
	  	4.03; 4.04; 12.02; 12.05
	       (b)
	  	N.A.
	       (c)(1)
	  	12.04
	       (c)(2)
	  	12.04
	       (c)(3)
	  	N.A.
	       (d)
	  	N.A.
	       (e)
	  	12.05
	       (f)
	  	N.A.
	 315(a)
	  	7.01
	       (b)
	  	7.05; 12.02
	       (c)
	  	7.01
	       (d)
	  	7.01
	       (e)
	  	6.14
	 316(a)(last sentence)
	  	2.09
	       (a)(1)(A)
	  	6.05
	       (a)(1)(B)
	  	6.04
	       (a)(2)
	  	N.A.
	       (b)
	  	6.07
	       (c)
	  	2.12; 9.04
	 317(a)(1)
	  	6.08
	       (a)(2)
	  	6.12
	       (b)
	  	2.04
	 318(a)
	  	12.01
	       (b)
	  	N.A.
	       (c)
	  	12.01

 N.A. means not applicable. 

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








 TABLE OF CONTENTS 

 

							
	 	  	 	  	Page	 
	
	ARTICLE I	  
	
	DEFINITIONS AND INCORPORATION BY REFERENCE	  
			
	 Section 1.01
	  	 Definitions
	  	 	1	  
	 Section 1.02
	  	 Other Definitions
	  	 	29	  
	 Section 1.03
	  	 Incorporation by Reference of Trust Indenture Act
	  	 	30	  
	 Section 1.04
	  	 Rules of Construction
	  	 	30	  
	 Section 1.05
	  	 Acts of Holders
	  	 	31	  
	
	ARTICLE II	  
	
	THE NOTES	  
			
	 Section 2.01
	  	 Form and Dating; Terms
	  	 	32	  
	 Section 2.02
	  	 Execution and Authentication
	  	 	33	  
	 Section 2.03
	  	 Registrar and Paying Agent
	  	 	34	  
	 Section 2.04
	  	 Paying Agent To Hold Money in Trust
	  	 	35	  
	 Section 2.05
	  	 Holder Lists
	  	 	35	  
	 Section 2.06
	  	 Transfer and Exchange
	  	 	35	  
	 Section 2.07
	  	 Replacement Notes
	  	 	47	  
	 Section 2.08
	  	 Outstanding Notes
	  	 	47	  
	 Section 2.09
	  	 Treasury Notes
	  	 	47	  
	 Section 2.10
	  	 Temporary Notes
	  	 	48	  
	 Section 2.11
	  	 Cancellation
	  	 	48	  
	 Section 2.12
	  	 Defaulted Interest
	  	 	48	  
	 Section 2.13
	  	 CUSIP or ISIN Numbers
	  	 	48	  
	 Section 2.14
	  	 Additional Interest
	  	 	49	  
	
	ARTICLE III	  
	
	REDEMPTION	  
			
	 Section 3.01
	  	 Notices To Trustee
	  	 	49	  
	 Section 3.02
	  	 Selection of Notes To Be Redeemed or Purchased
	  	 	49	  
	 Section 3.03
	  	 Notice of Redemption
	  	 	50	  
	 Section 3.04
	  	 Effect of Notice of Redemption
	  	 	50	  
	 Section 3.05
	  	 Deposit of Redemption or Purchase Price
	  	 	51	  
	 Section 3.06
	  	 Notes Redeemed or Purchased in Part
	  	 	51	  
	 Section 3.07
	  	 Optional Redemption
	  	 	51	  
	 Section 3.08
	  	 Mandatory Redemption
	  	 	52	  
	 Section 3.09
	  	 Offers To Repurchase by Application of Excess Proceeds
	  	 	52	  


  
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	 	  	 	  	Page	 
	
	ARTICLE IV	  
	
	COVENANTS	  
			
	 Section 4.01
	  	 Payment of Notes
	  	 	54	  
	 Section 4.02
	  	 Maintenance of Office or Agency
	  	 	54	  
	 Section 4.03
	  	 Reports and Other Information
	  	 	55	  
	 Section 4.04
	  	 Compliance Certificate
	  	 	56	  
	 Section 4.05
	  	 Taxes
	  	 	57	  
	 Section 4.06
	  	 Stay, Extension and Usury Laws
	  	 	57	  
	 Section 4.07
	  	 Limitation on Restricted Payments
	  	 	57	  
	 Section 4.08
	  	 Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries
	  	 	63	  
	 Section 4.09
	  	 Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock
	  	 	64	  
	 Section 4.10
	  	 Asset Sales
	  	 	69	  
	 Section 4.11
	  	 Transactions with Affiliates
	  	 	71	  
	 Section 4.12
	  	 Liens
	  	 	73	  
	 Section 4.13
	  	 Corporate Existence
	  	 	74	  
	 Section 4.14
	  	 Offer To Repurchase Upon Change of Control
	  	 	74	  
	 Section 4.15
	  	 Subsidiary Guarantors
	  	 	76	  
	 Section 4.16
	  	 Suspension of Covenants
	  	 	76	  
	
	ARTICLE V	  
	
	SUCCESSORS	  
			
	 Section 5.01
	  	 Merger, Consolidation or Sale of All or Substantially All Assets
	  	 	77	  
	 Section 5.02
	  	 Successor Corporation Substituted
	  	 	79	  
	
	ARTICLE VI	  
	
	DEFAULTS AND REMEDIES	  
			
	 Section 6.01
	  	 Events of Default
	  	 	79	  
	 Section 6.02
	  	 Acceleration
	  	 	81	  
	 Section 6.03
	  	 Other Remedies
	  	 	81	  
	 Section 6.04
	  	 Waiver of Past Defaults
	  	 	82	  
	 Section 6.05
	  	 Control by Majority
	  	 	82	  
	 Section 6.06
	  	 Limitation on Suits
	  	 	82	  
	 Section 6.07
	  	 Rights of Holders of Notes To Receive Payment
	  	 	83	  
	 Section 6.08
	  	 Collection Suit by Trustee
	  	 	83	  
	 Section 6.09
	  	 Restoration of Rights and Remedies
	  	 	83	  
	 Section 6.10
	  	 Rights and Remedies Cumulative
	  	 	83	  
	 Section 6.11
	  	 Delay or Omission Not Waiver
	  	 	83	  
	 Section 6.12
	  	 Trustee May File Proofs of Claim
	  	 	83	  
	 Section 6.13
	  	 Priorities
	  	 	84	  
	 Section 6.14
	  	 Undertaking for Costs
	  	 	84	  


  
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	 	  	 	  	Page	 
	
	ARTICLE VII	  
	
	TRUSTEE	  
			
	 Section 7.01
	  	 Duties of Trustee
	  	 	85	  
	 Section 7.02
	  	 Rights of Trustee
	  	 	86	  
	 Section 7.03
	  	 Individual Rights of Trustee
	  	 	87	  
	 Section 7.04
	  	 Trustee’s Disclaimer
	  	 	87	  
	 Section 7.05
	  	 Notice of Defaults
	  	 	87	  
	 Section 7.06
	  	 Reports by Trustee to Holders of the Notes
	  	 	87	  
	 Section 7.07
	  	 Compensation and Indemnity
	  	 	88	  
	 Section 7.08
	  	 Replacement of Trustee
	  	 	89	  
	 Section 7.09
	  	 Successor Trustee by Merger, etc.
	  	 	89	  
	 Section 7.10
	  	 Eligibility; Disqualification
	  	 	90	  
	 Section 7.11
	  	 Preferential Collection of Claims Against Issuer
	  	 	90	  
	
	ARTICLE VIII	  
	
	LEGAL DEFEASANCE AND COVENANT DEFEASANCE	  
			
	 Section 8.01
	  	 Option To Effect Legal Defeasance or Covenant Defeasance
	  	 	90	  
	 Section 8.02
	  	 Legal Defeasance and Discharge
	  	 	90	  
	 Section 8.03
	  	 Covenant Defeasance
	  	 	91	  
	 Section 8.04
	  	 Conditions to Legal or Covenant Defeasance
	  	 	91	  
	 Section 8.05
	  	 Deposited Money and Government Securities To Be Held in Trust; Other Miscellaneous Provisions
	  	 	92	  
	 Section 8.06
	  	 Repayment to Issuer
	  	 	93	  
	 Section 8.07
	  	 Reinstatement
	  	 	93	  
	
	ARTICLE IX	  
	
	AMENDMENT, SUPPLEMENT AND WAIVER	  
			
	 Section 9.01
	  	 Without Consent of Holders of Notes
	  	 	93	  
	 Section 9.02
	  	 With Consent of Holders of Notes
	  	 	94	  
	 Section 9.03
	  	 Compliance with Trust Indenture Act
	  	 	96	  
	 Section 9.04
	  	 Revocation and Effect of Consents
	  	 	96	  
	 Section 9.05
	  	 Notation on or Exchange of Notes
	  	 	96	  
	 Section 9.06
	  	 Trustee To Sign Amendments, etc.
	  	 	96	  
	
	ARTICLE X	  
	
	GUARANTEES	  
			
	 Section 10.01
	  	 Guarantee
	  	 	97	  
	 Section 10.02
	  	 Limitation on Guarantor Liability
	  	 	98	  
	 Section 10.03
	  	 Execution and Delivery
	  	 	99	  
	 Section 10.04
	  	 Subrogation
	  	 	99	  


  
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	 	  	 	  	Page	 
			
	 Section 10.05
	  	 Benefits Acknowledged
	  	 	99	  
	 Section 10.06
	  	 Release of Guarantees
	  	 	99	  
	
	ARTICLE XI	  
	
	SATISFACTION AND DISCHARGE	  
			
	 Section 11.01
	  	 Satisfaction and Discharge
	  	 	100	  
	 Section 11.02
	  	 Application of Trust Money
	  	 	101	  
	
	ARTICLE XII	  
	
	MISCELLANEOUS	  
			
	 Section 12.01
	  	 Trust Indenture Act Controls
	  	 	101	  
	 Section 12.02
	  	 Notices
	  	 	101	  
	 Section 12.03
	  	 Communication by Holders of Notes with Other Holders of Notes
	  	 	103	  
	 Section 12.04
	  	 Certificate and Opinion as to Conditions Precedent
	  	 	103	  
	 Section 12.05
	  	 Statements Required in Certificate or Opinion
	  	 	103	  
	 Section 12.06
	  	 Rules by Trustee and Agents
	  	 	104	  
	 Section 12.07
	  	 No Personal Liability of Directors, Officers, Employees and Stockholders, etc.
	  	 	104	  
	 Section 12.08
	  	 Governing Law
	  	 	104	  
	 Section 12.09
	  	 Waiver of Jury Trial
	  	 	104	  
	 Section 12.10
	  	 Force Majeure
	  	 	104	  
	 Section 12.11
	  	 No Adverse Interpretation of Other Agreements
	  	 	104	  
	 Section 12.12
	  	 Successors
	  	 	104	  
	 Section 12.13
	  	 Severability
	  	 	105	  
	 Section 12.14
	  	 Counterpart Originals
	  	 	105	  
	 Section 12.15
	  	 Table of Contents, Headings, etc.
	  	 	105	  
	 Section 12.16
	  	 U.S.A. Patriot Act
	  	 	105	  

  

			
	EXHIBITS	  	
		
	Exhibit A	  	Form of Note
	Exhibit B	  	Form of Certificate of Transfer
	Exhibit C	  	Form of Certificate of Exchange
	Exhibit D	  	Form of Supplemental Indenture To Be Delivered by Subsequent Guarantors


  
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 INDENTURE, dated as of June 1, 2011 among B-Corp Merger Sub, Inc., a Delaware
corporation (the “Issuer”) and Wells Fargo Bank, National Association, a national banking association, as Trustee. 
 W I T N E S S E T H 
 WHEREAS, the Issuer has duly authorized the creation of an issue of (a) $240,000,000 aggregate principal amount of 8.25% Senior Notes due 2019 (the “Initial Notes”) and (b) if
and when issued as provided in the Registration Rights Agreement in a Registered Exchange Offer in exchange for any Initial Notes or otherwise registered under the Securities Act and issued in the form of Exhibit A, the Issuer’s 8.25% Senior
Notes due 2019 (the “Exchange Notes” and, together with the Initial Notes and any Additional Notes, the “Notes”). The Initial Notes, the Exchange Notes and any Additional Notes shall be treated as a single class for
all purposes under this Indenture, including waivers, amendments, redemptions and offers to purchase. 
 WHEREAS, the Issuer has
duly authorized the execution and delivery of this Indenture. 
 NOW, THEREFORE, the Issuer and the Trustee agree as follows for
the benefit of each other and for the equal and ratable benefit of the Holders of the Notes. 
 ARTICLE I 

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 or to be sold
in reliance on Rule 144A. 
 “Acquired Indebtedness” means, with respect to any specified Person, 

(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted
Subsidiary of such specified Person, including Indebtedness assumed or incurred in connection with, or in contemplation of, such other Person merging with or into or becoming a Restricted Subsidiary of such specified Person, and 

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

“Acquisition” means (i) the acquisition by the Issuer or any Restricted Subsidiary of Issuer of either Capital
Stock of a Person such that such Person shall become a Restricted Subsidiary of the Issuer or all or substantially all of the properties and assets of a Person or (ii) any other acquisition of Capital Stock or property or assets other than in
the ordinary course of business. 
 “Additional Interest” means all additional interest then owing pursuant to
the Registration Rights Agreement. 
 “Additional Notes” means any additional Notes (other than Exchange Notes)
issued after the Issue Date having identical terms and conditions to the Initial Notes, except for issue date, issue price, 







 
first interest payment date and rights under a related registration rights agreement, if any, in an unlimited amount (so long as not otherwise prohibited by the terms of this Indenture,
including, without limitation, Section 4.09 hereof). 
 “Affiliate” of any specified Person means any
other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms
“controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. No Person (other than the Issuer or any Subsidiary of the Issuer) in whom a Receivables Subsidiary makes an Investment in connection with a
financing of accounts receivable will be deemed to be an Affiliate of the Issuer or any of its Subsidiaries solely by reason of such Investment. 
 “Applicable Premium” means, with respect to any Note on any Redemption Date, the greater of: 
 (1) 1.0% of the principal amount of such Note; and 
 (2) the
excess, if any, of (a) the present value at such Redemption Date of (i) the redemption price of such Note at June 1, 2014 (such redemption price being set forth in the table appearing above under the caption “Optional
Redemption”), plus (ii) all required interest payments due on such Note through June 1, 2014 (excluding accrued but unpaid interest to the Redemption Date), computed using a discount rate equal to the Treasury Rate as of such
Redemption Date plus 50 basis points; over (b) the then-outstanding principal amount of such Note. 
 “Applicable
Procedures” means, with respect to any transfer, redemption, tender or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear and/or Clearstream that apply to such transfer or
exchange. 
 “Asset Sale” means: 

(1) the sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related
transactions, of property or assets outside the ordinary course of business (including by way of a Sale and Lease-Back Transaction) of the Issuer or any of the Restricted Subsidiaries (each referred to in this definition as a
“disposition”); or 
 (2) the issuance or sale of Equity Interests of any Restricted Subsidiary,
whether in a single transaction or a series of related transactions (other than Preferred Stock of Restricted Subsidiaries issued in compliance with Section 4.09 hereof); 
 in each case, other than: 
 (a) any disposition of Cash Equivalents
or obsolete, damaged or worn out equipment in the ordinary course of business or of assets no longer used in the ordinary course of business or any disposition of products, services or inventory held for sale in the ordinary course of business;

 (b) the disposition of all or substantially all of the assets of the Issuer in a manner permitted pursuant to
the provisions described under Section 5.01 hereof or any disposition that constitutes a Change of Control pursuant to this Indenture; 

  
 -2-









 (c) the making of any Restricted Payment or Permitted Investment that is
permitted to be made, and is made, under Section 4.07 hereof; 
 (d) any disposition of assets or issuance
or sale of Equity Interests of any Restricted Subsidiary in any transaction or series of related transactions with an aggregate fair market value of less than $10.0 million; 

(e) any disposition of property or assets or issuance of securities by a Restricted Subsidiary of the Issuer to the Issuer
or by the Issuer or a Restricted Subsidiary of the Issuer to another Restricted Subsidiary of the Issuer; 
 (f)
to the extent allowable under Section 1031 of the Code, any exchange of like property (excluding any boot thereon) for use in a Similar Business; 
 (g) the lease, assignment or sublease of any real or personal property in the ordinary course of business; 
 (h) foreclosures, condemnations or any similar actions on assets; 

(i) any financing transaction with respect to property built or acquired by the Issuer or any Restricted Subsidiary after
the Issue Date, including Sale and Lease-Back Transactions permitted by this Indenture; 
 (j) licenses or
sub-licenses of intellectual property in the ordinary course of business; 
 (k) the creation of any Lien
permitted under this Indenture; 
 (l) any issuance or sale of Equity Interests in, or Indebtedness or other
securities of, an Unrestricted Subsidiary; 
 (m) the surrender or waiver of contract rights or settlement,
release or surrender of a contract, tort or other litigation claim in the ordinary course of business; and 
 (n)
a disposition of accounts receivable and related assets by a Receivables Subsidiary in a Qualified Receivables Financing. 

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

“Business Day” means each day which is not a Legal Holiday. 

“Capital Stock” means: 
 (1) in the case of a corporation, corporate stock; 
 (2) in the
case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; 
 (3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and 

  
 -3-









 (4) any other interest or participation that confers on a Person the right
to receive a share of the profits and losses of, or distributions of assets of, the issuing Person. 
 “Capitalized
Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet
(excluding the footnotes thereto) in accordance with GAAP (it being understood that any changes to generally accepted accounting principles after the Issue Date shall be disregarded in making this determination and that any obligation that would not
be characterized as a capital lease obligation but for such changes, shall for all purposes under this Indenture (including, without limitation, the calculation of Consolidated Net Income and EBITDA) not be treated as capital lease obligations,
Capitalized Lease Obligations or Indebtedness). 
 “Cash Equivalents” means: 

(1) United States dollars; 
 (2) (a) euro, or any national currency of any participating member of the EMU; or 
 (b) in the case of any Foreign Subsidiary that is a Restricted Subsidiary, such local currencies held by them from time to time in the ordinary course of business; 

(3) securities issued or directly and fully and unconditionally guaranteed or insured by the U.S. government or any agency
or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 12 months or less from the date of acquisition; 

(4) marketable direct EEA Government Obligations with maturities of 12 months or less from the date of acquisition;

 (5) certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less
from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having capital and surplus of not less than $500.0 million; 

(6) repurchase obligations for underlying securities of the types described in clauses (3), (4) and (5) entered
into with any financial institution meeting the qualifications specified in clause (5) above; 
 (7)
commercial paper rated at least P-1 by Moody’s or at least A-1 by S&P and in each case maturing within 24 months after the date of creation thereof; 
 (8) marketable short-term money market and similar securities having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively, and in each case maturing within 24 months after the
date of creation thereof; 
 (9) readily marketable direct obligations issued by any state, commonwealth or
territory of the United States or any political subdivision or taxing authority thereof having one of the two highest ratings obtainable from either Moody’s or S&P (or reasonably equivalent ratings of another internationally recognized
ratings agency) with maturities of 24 months or less from the date of acquisition; 

  
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 (10) investment funds investing 95% of their assets in securities of the
types described in clauses (1) through (9) above; and 
 (11) in the case of any Restricted Subsidiary
organized or having its principal place of business outside of the United States, Investments of comparable tenor and credit quality to those described in the foregoing clauses (3) through (10) customarily utilized in countries in which
such Restricted Subsidiary operates. 
 Notwithstanding the foregoing, “Cash Equivalents” shall include amounts
denominated in currencies other than those set forth in clauses (1) and (2) above, provided that such amounts are converted into any currency listed in clauses (1) and (2) as promptly as practicable and in any event within
ten Business Days following the receipt of such amounts. 
 “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), other than one or more Permitted Holders, is or becomes the ultimate “beneficial owner” (as such term is used in Rules 13d-3 and 13d-5 under the Exchange Act, except that for purposes of this clause
(1) such person or group shall be deemed to have “beneficial ownership” of all shares that any such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly
or indirectly, of more than 50% of the Voting Stock in the Issuer; or 
 (2) after the consummation of an initial
public offering, during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors of the Issuer (together with any new directors whose election by the Board of Directors or whose
nomination for election by the equityholders of the Issuer was approved by a vote of a majority of the directors of the Issuer’s then still in office who were either directors at the beginning of such period or whose election or nomination for
election was previously so approved) cease for any reason to constitute a majority of the Issuer’s Board of Directors then in office; or 
 (3) (a) all or substantially all of the assets of the Issuer and the Restricted Subsidiaries are sold or otherwise transferred to any Person other than a Wholly Owned Restricted Subsidiary or one or more
Permitted Holders or (b) the Issuer consolidates or merges with or into another Person or any Person consolidates or merges with or into the Company, in either case under this clause (3), in one transaction or a series of related transactions
in which immediately after the consummation thereof Persons beneficially owning (as defined above in clause (1)), directly or indirectly, all the Voting Stock of the Issuer immediately prior to such consummation do not beneficially own (as defined
above in clause (1)), directly or indirectly, Voting Stock representing a majority of the total voting power of the Voting Stock of the Issuer or the surviving or transferee Person; or 

(4) the adoption by the stockholders of the Issuer of a plan or proposal for the liquidation or dissolution of the Issuer.

 “Clearstream” means Clearstream Banking, Société Anonyme, and any successor thereto.

 “Code” means the Internal Revenue Code of 1986, as amended. 

“Consolidated Depreciation and Amortization Expense” means, with respect to any Person for any period, the total amount
of depreciation and amortization expense, including the amortization of goodwill and other intangibles, deferred financing fees of such Person and its Restricted Subsidiaries, for such period on a consolidated basis and otherwise determined in
accordance with GAAP. 

  
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 “Consolidated Interest Expense” means, with respect to any Person for any
period, without duplication, the sum of: 
 (1) consolidated interest expense of such Person and its Restricted
Subsidiaries for such period, to the extent such expense was deducted (and not added back) in computing Consolidated Net Income, including (a) amortization of original issue discount resulting from the issuance of Indebtedness at less than par,
(b) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers acceptances, (c) non-cash interest payments, (d) the interest component of Capitalized Lease Obligations, and (e) net
cash payments, if any, pursuant to interest rate Hedging Obligations with respect to Indebtedness, and excluding (x) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses, (y) any expensing of bridge,
commitment and other financing fees and (z) any non-cash interest expense attributable to the movement in the mark to market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP; plus 

(2) consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or
accrued. 
 For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest
rate determined in good faith by such Person to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. 
 “Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the Net Income, of such Person and its Restricted Subsidiaries for such period, on a
consolidated basis, and otherwise determined in accordance with GAAP; provided, however, that, without duplication, 
 (1) any after-tax effect of extraordinary gains or losses (less all fees and expenses relating thereto) shall be excluded, 

(2) the cumulative effect of a change in accounting principles during such period shall be excluded, 

(3) any after-tax effect of income (loss) attributable to discontinued operations shall be excluded, 

(4) any after-tax effect of gains or losses (less all fees and expenses relating thereto) attributable to asset
dispositions other than in the ordinary course of business, as determined in good faith by the Issuer, shall be excluded, 
 (5) the Net Income (but not loss) for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be excluded;
provided that Consolidated Net Income of the Issuer shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash) to the referent Person, or a Restricted
Subsidiary thereof in respect of such period by such Person and shall be decreased by the amount of any losses that have been funded with cash from the Issuer or a Restricted Subsidiary during such period, 

  
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 (6) the Net Income (but not loss) for such period of any Restricted
Subsidiary (other than any Guarantor) shall be excluded if the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not at the date of determination permitted, directly or indirectly, by the
operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment
of dividends or similar distributions has been legally waived; provided that Consolidated Net Income of the Issuer will be increased by the amount of dividends or other distributions or other payments actually paid in cash (or to the extent
converted into cash) to the Issuer or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein, 
 (7) effects of adjustments (including the effects of such adjustments pushed down to the Issuer and its Restricted Subsidiaries) in the property and equipment, software and other intangible assets,
deferred revenue and debt line items in such Person’s consolidated financial statements pursuant to GAAP resulting from the application of purchase accounting in relation to any consummated acquisition (including the Transaction) and any
increase in amortization or depreciation or other non-cash charges resulting therefrom and any write-off of any amounts thereof, net of taxes, shall be excluded, 

(8) any impairment charge or asset write-off, in each case, pursuant to GAAP and the amortization of intangibles arising
pursuant to GAAP shall be excluded, 
 (9) any non-cash gains and losses due solely to fluctuations in currency
values in accordance with GAAP shall be excluded, 
 (10) any fees, charges, costs and expenses incurred in
connection with the Transaction shall be excluded; and 
 (11) costs or expenses incurred by the Issuer or a
Restricted Subsidiary to assess and improve its internal controls and procedures for financial reporting in order to be in compliance with the requirement of the Sarbanes-Oxley Act of 2002 upon completion of the exchange offer or effectiveness of a
shelf registration statement as required by the Registration Rights Agreement. 
 Notwithstanding the foregoing, for the purpose
of Section 4.07 hereof only (other than clauses (3)(d) and (3)(e) of Section 4.07(a) hereof), there shall be excluded from Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments
made by the Issuer and its Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments from the Issuer and its Restricted Subsidiaries, any repayments of loans and advances which constitute Restricted Investments by the Issuer
or any of its Restricted Subsidiaries, any sale of the stock of an Unrestricted Subsidiary or any distribution or dividend from an Unrestricted Subsidiary, in each case only to the extent such amounts increase the amount of Restricted Payments
permitted under clauses (3)(d) or (3)(e) of Section 4.07(a) hereof. 
 “Contingent Obligations”
means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary
obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent, 
 (1) to purchase any such primary obligation or any property constituting direct or indirect security therefor, 

  
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 (2) to advance or supply funds 

(a) for the purchase or payment of any such primary obligation, or 

(b) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or
solvency of the primary obligor, or 
 (3) to purchase property, securities or services primarily for the purpose
of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof. 
 “Corporate Trust Office” means the principal office of the Trustee at which at any time its corporate trust business shall be administered, which office at the date hereof is located at
625 Marquette Ave. Minneapolis, MN 55479, Attention: Corporate Trust Services - Administrator for B-Corp Merger Sub, Inc., or such other address as the Trustee may designate from time to time by notice to the Holders and the Issuer, or the principal
corporate trust office of any successor Trustee (or such address as such successor Trustee may designate from time to time by notice to the Holders and the Issuer). 
 “Credit Facilities” means, with respect to the Issuer or any of its Restricted Subsidiaries, one or more debt facilities, including the Senior Secured Credit Facility, or other financing
arrangements (including, without limitation, commercial paper facilities or indentures) providing for revolving credit loans, term loans, letters of credit or other long-term indebtedness, including any notes, mortgages, guarantees, collateral
documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements or refundings thereof and any indentures or credit facilities or commercial paper facilities
that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount permitted to be borrowed
thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted under Section 4.09(b)(1) hereof) or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same
or any other agent, lender or group of lenders. 
 “Custodian” means the Trustee, as custodian with respect to
the Notes in global form, or any successor entity thereto. 
 “Default” means any event that is, or with the
passage of time or the giving of notice or both would be, an Event of Default. 
 “Definitive Note” means a
certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.06(c) hereof, substantially in the form of Exhibit A 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 provisions of this Indenture. 

“Designated Non-cash Consideration” means the fair market value of non-cash consideration received by the Issuer or a
Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, executed by the principal financial officer of
the Issuer, less the amount of cash and Cash Equivalents received in connection with a subsequent sale of or collection of such Designated Non-cash Consideration. 

  
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 “Disqualified Stock” means, with respect to any Person, any Capital Stock
of such Person which, by its terms (or by the terms of any security into which it is convertible or for which it is putable or exchangeable), or upon the happening of any event, matures or is mandatorily redeemable (other than solely as a result of
a change of control or asset sale) pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than solely as a result of a change of control or asset sale), in whole or in part, in each case prior
to the date 91 days after the earlier of the maturity date of the Notes or the date the Notes are no longer outstanding; provided, however, that if such Capital Stock is issued to any plan for the benefit of employees of the Issuer or
its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Issuer or its Subsidiaries in order to satisfy applicable statutory or
regulatory obligations. 
 “Domestic Restricted Subsidiary” means a Restricted Subsidiary incorporated or
otherwise organized or existing under the laws of the United States, any state thereof or the District of Columbia, other than any such Restricted Subsidiary (i) of a controlled foreign corporation within the meaning of Section 957 of the
Code (a “CFC”) or (ii) that has no material assets other than capital stock of one or more Foreign Subsidiaries that are CFCs. 
 “EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period 

(1) increased (without duplication) by: 

(a) provision for taxes based on income or profits or capital gains, including, without limitation, state, franchise and
similar taxes and foreign withholding taxes of such Person paid or accrued during such period deducted (and not added back) in computing Consolidated Net Income; plus 

(b) Fixed Charges of such Person for such period to the extent the same was deducted (and not added back) in calculating
such Consolidated Net Income; plus 
 (c) Consolidated Depreciation and Amortization Expense of such
Person for such period to the extent the same were deducted (and not added back) in computing Consolidated Net Income; plus 
 (d) any expenses or charges (other than depreciation or amortization expense) related to any Equity Offering, Permitted Investment, acquisition, disposition, recapitalization or the incurrence of
Indebtedness permitted to be incurred by this Indenture (including a refinancing thereof) (whether or not successful), including (i) such fees, expenses or charges related to the offering of the Notes and the Credit Facilities and (ii) any
amendment or other modification of the Notes, and, in each case, deducted (and not added back) in computing Consolidated Net Income; plus 
 (e) the amount of any restructuring charge or reserve deducted (and not added back) in such period in computing Consolidated Net Income, including any one-time costs incurred in connection with
acquisitions after the Issue Date, costs related to the closure and/or consolidation of facilities and severance costs; plus 

  
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 (f) any other non-cash charges, including any write offs or write downs,
reducing Consolidated Net Income for such period (provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be
subtracted from EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period); plus 
 (g) any costs or expense incurred by the Issuer or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any
stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of the Issuer or net cash proceeds of an issuance of Equity Interest of the Issuer (other than
Disqualified Stock) solely to the extent that such net cash proceeds are excluded from the calculation set forth in clause (3) of Section 4.07(a) hereof; plus 

(h) any non-cash compensation expense recorded from grants of stock appreciation or similar rights, stock options,
restricted stock or other rights; plus 
 (i) the amount of management, monitoring, consulting and
advisory fees and related expenses paid (or any accruals related to such fees or related expenses) during such period to Permira and the amount of any directors’ fees or reimbursements, including pursuant to the Management Agreement, in each
case, to the extent permitted under Section 4.11; plus 
 (j) earn-out expenses resulting from
acquisitions in which the Issuer and/or any Restricted Subsidiary is required to treat such earn-out expenses as compensation costs; and 
 (k) the amount of cost savings, operating expense reductions, restructuring charges and expense and cost-saving synergies projected by the Issuer in good faith to be realized as a result of actions taken
or expected to be taken (calculated on a pro forma basis as though such cost savings, operating expense reductions, restructuring charges and expenses and cost-saving synergies had been realized on the first day of such period), net of the
amount of actual benefits realized during such period from such actions; provided that (v) such cost savings, operating expense reductions, restructuring charges and expense and cost-saving synergies are reasonably identifiable and
factually supportable, (w) such cost savings, operating expense reductions, restructuring charges and expense and cost-saving synergies are expected to be realized within 12 months of the last day of such period, (x) no cost savings,
operating expense reductions, restructuring charges and expense and cost-saving synergies may be added pursuant to this clause (k) to the extent duplicative of any expense or charges relating thereto that are either excluded in computing
Consolidated Net Income or included (i.e., added back) in computing “EBITDA” for such period, (y) other than in the case of any such cost savings, operating expense reductions, restructuring charges and expenses and cost saving
synergies relating to an Acquisition, the aggregate amount of cost savings, operating expense reductions, restructuring charges and expenses and cost-saving synergies added pursuant to this clause (k) shall not exceed 10.0% of EBITDA for such
four quarter period (calculated on a pro forma basis) and (z) such adjustments may be incremental to (but not duplicative of) pro forma adjustments made pursuant to the second paragraph of the definition of “Fixed Charge
Coverage Ratio”); 

  
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 (2) decreased by (without duplication) non-cash gains increasing
Consolidated Net Income of such Person for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced EBITDA in any prior period, and 

(3) increased or decreased by (without duplication): 

(a) any net gain or loss resulting in such period from Hedging Obligations and the application of Statement of Financial
Accounting Standards No. 133; plus or minus, as applicable, 
 (b) any net gain or loss
resulting in such period from currency translation gains or losses related to currency remeasurements of Indebtedness (including any net loss or gain resulting from Hedging Obligations for currency exchange risk), plus or minus, as
applicable, 
 (c) any net after-tax income (loss) from the early extinguishment of Indebtedness or Hedging
Obligations or other derivative 
 all as determined on a consolidated basis for such Person and its Restricted Subsidiaries in accordance with
GAAP. 
 “EEA Government Obligation” means any direct non-callable obligation of any European Union member for
the payment of which obligation the full faith and credit of the respective nation is pledged; provided that such nation has a credit rating at least equal to that of the highest rated member nation of the European Economic Area. 

“EMU” means the economic and monetary union as contemplated in the Treaty on European Union. 

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock, but excluding
any debt security that is convertible into, or exchangeable for, Capital Stock. 
 “Equity Offering” means any
public or private sale of common stock or Preferred Stock of the Issuer or any of its direct or indirect parent companies (excluding Disqualified Stock), other than: 

(1) public offerings with respect to the Issuer’s or any direct or indirect parent company’s common stock
registered on Form S-8; 
 (2) issuances to any Subsidiary of the Issuer; and 

(3) any such public or private sale that constitutes an Excluded Contribution. 

“euro” means the single currency of participating member states of the EMU. 

“Euroclear” means Euroclear S.A./N.V., as operator of the Euroclear system, and any successor thereto. 

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC
promulgated thereunder. 

  
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 “Exchange Notes” has the meaning set forth in the preamble to this
Indenture. 
 “Exchange Offer Registration Statement” means the registration statement filed with the SEC in
connection with the Registered Exchange Offer. 
 “Excluded Contribution” means net cash proceeds received by
the Issuer from: 
 (a) contributions to its common equity capital; and 

(b) the sale (other than to a Subsidiary of the Issuer or to any management equity plan or stock option plan or any other
management or employee benefit plan or agreement of the Issuer) of Capital Stock (other than Disqualified Stock and other than to the extent used to incur Indebtedness pursuant to Section 4.09(b)(20)) of the Issuer, in each case designated as
Excluded Contributions pursuant to an Officers’ Certificate and which are excluded from the calculation set forth in Section 4.07(a)(III). 
 “fair market value” means, with respect to any asset or liability, the fair market value of such asset or liability as determined by the Issuer in good faith; provided that if the
fair market value is equal to or exceeds $25.0 million, such determination shall be made in good faith by the board of directors of the Issuer. 
 “Fixed Charge Coverage Ratio” means, with respect to any Person for any period, the ratio of EBITDA of such Person for such period to the Fixed Charges of such Person for such period. In
the event that the Issuer or any Restricted Subsidiary incurs, assumes, guarantees, redeems, retires or extinguishes any Indebtedness (other than Indebtedness incurred under any revolving credit facility or other incurrence of Indebtedness for
working capital purposes pursuant to working capital facilities unless, in each case, such Indebtedness has been permanently repaid and has not been replaced) or issues or redeems Disqualified Stock or Preferred Stock subsequent to the commencement
of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to or simultaneously with the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Fixed Charge Coverage Ratio Calculation
Date”), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement or extinguishment of Indebtedness, or such issuance or redemption of
Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable period. 
 For purposes of
making the computation referred to above, Investments, acquisitions, dispositions, mergers, consolidations and discontinued operations (as determined in accordance with GAAP) that have been made by the Issuer or any of its Restricted Subsidiaries
during the reference period or subsequent to such reference period and on or prior to or simultaneously with the Fixed Charge Coverage Ratio Calculation Date shall be calculated on a pro forma basis assuming that all such Investments,
acquisitions, dispositions, mergers, consolidations and discontinued operations (and the change in any associated Fixed Charges and the change in EBITDA resulting therefrom) had occurred on the first day of the reference period. If since the
beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Issuer or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, acquisition,
disposition, merger, consolidation or discontinued operation that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such
Investment, acquisition, disposition, merger, consolidation or discontinued operation had occurred at the beginning of the applicable period. 

  
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 For purposes of this definition, whenever pro forma effect is to be given to a
transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Issuer and may include, without duplication, cost savings, operating expense reductions, restructuring charges and
expenses and cost-saving synergies resulting from such Investment, acquisition, disposition, merger, consolidation or discontinued operation or other transaction (including the Transaction), in each case calculated in a manner consistent with clause
(1)(k) of the definition of “EBITDA” herein. For the avoidance of doubt, the actual adjustments set forth in the computation of Adjusted EBITDA as described in the Offering Memorandum shall be deemed to comply with the standards set
forth in the immediately preceding sentence. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Fixed Charge
Coverage Ratio Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest
rate reasonably determined by a responsible financial or accounting officer of the Issuer to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above,
interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period except as set forth in the first paragraph
of this definition. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate
actually chosen, or, if none, then based upon such optional rate chosen as the Issuer may designate. 
 “Fixed
Charges” means, with respect to any Person for any period, the sum, without duplication, of: 
 (1)
Consolidated Interest Expense of such Person for such period; 
 (2) all cash dividends or other distributions
paid (excluding items eliminated in consolidation) on any series of Preferred Stock of such Person during such period; and 
 (3) all cash dividends or other distributions paid or accrued (excluding items eliminated in consolidation) on any series of Disqualified Stock of such Person during such period. 

“Foreign Subsidiary” means, with respect to any Person, any Restricted Subsidiary other than a Domestic Restricted
Subsidiary. 
 “GAAP” means generally accepted accounting principles in the United States as in effect on the
Issue Date; provided that the financial statements and other financial information required by Section 4.03 shall be prepared in accordance with generally accepted accounting principles in the United States as in effect from time to
time. 
 “Global Note Legend” means the legend set forth in Section 2.06(f)(ii) hereof, which is required
to be placed on all Global Notes issued under this Indenture. 
 “Global Notes” means, individually and
collectively, each of the Restricted Global Notes and the Unrestricted Global Notes, substantially in the form of Exhibit A hereto, issued in accordance with Section 2.01, 2.06(b) or 2.06(d) hereof. 

  
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 “Government Securities” means securities that are: 

(1) direct obligations of the United States of America for the timely payment of which its full faith and credit is
pledged; or 
 (2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality
of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America. 
 “guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including letters
of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations. 

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

“Guarantor” means, each Restricted Subsidiary that Guarantees the Notes in accordance with the terms of this Indenture.

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

(1) any interest rate protection agreements including, without limitation, interest rate swap agreements, interest rate
cap agreements and interest rate collar agreements; 
 (2) any foreign exchange contracts, currency swap
agreements or other agreements or arrangements designed to protect such Person against fluctuations in interest rates or foreign exchange rates; 
 (3) any commodity futures contract, commodity option or other similar arrangement or agreement designed to protect such Person against fluctuations in the prices of commodities; and 

(4) indemnity agreements and arrangements entered into in connection with the agreements and arrangements described in
clauses (1), (2) and (3). 
 “Holder” means the Person in whose name a Note is registered on the
Registrar’s books. 
 “Indebtedness” means, with respect to any Person, without duplication: 

(1) any indebtedness (including principal and premium) of such Person, whether or not contingent: 

(a) in respect of borrowed money; 
 (b) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without duplication, reimbursement agreements in respect thereof); 

  
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 (c) representing the balance deferred and unpaid of the purchase price of
any property (including Capitalized Lease Obligations), except (i) any such balance that constitutes an accrued expense or trade payable or similar obligation to a trade creditor, in each case, accrued in the ordinary course of business that
are not overdue by 90 days or more or are being contested in good faith and (ii) any earn-out obligations until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP; or 

(d) representing any Hedging Obligations; 
 if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of
such Person prepared in accordance with GAAP; 
 (2) to the extent not otherwise included, any obligation by such
Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the obligations of the type referred to in clause (1) of a third Person (whether or not such items would appear upon the balance sheet of the such obligor or guarantor),
other than by endorsement of negotiable instruments for collection in the ordinary course of business; and 
 (3)
to the extent not otherwise included, the obligations of the type referred to in clause (1) of a third Person secured by a Lien on any asset owned by such first Person, whether or not such Indebtedness is assumed by such first Person;
provided that if such Indebtedness has not been so assumed the amount of such Indebtedness shall be the lesser of (A) the fair market value of such asset at the date of determination and (B) the amount of the Indebtedness so
secured; 
 provided, however, that notwithstanding the foregoing, Indebtedness shall be deemed not to include Contingent
Obligations incurred in the ordinary course of business. 
 “Indenture” means this Indenture, as amended or
supplemented from time to time in accordance with Article 9 hereof. 
 “Independent Financial Advisor” means an
accounting, appraisal, investment banking firm or consultant of nationally recognized standing that is, in the good faith judgment of the Issuer, qualified to perform the task for which it has been engaged. 

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

 “Initial Notes” has the meaning set forth in the preamble to this Indenture. 

“Initial Purchasers” means Morgan Stanley & Co. Incorporated and Deutsche Bank Securities Inc. 

“interest” means, with respect to the Notes, interest and Additional Interest, if any, on the Notes (regardless of
whether so stated). 
 “Interest Payment Date” means June 1 and December 1 of each year to stated
maturity. 
 “Investment Grade Rating” means a rating equal to or higher than Baa3 (or equivalent) by
Moody’s and BBB- (or equivalent) by S&P or an equivalent rating by any Successor Rating Agency. 

  
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 “Investments” means, with respect to any Person, all investments by such
Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit, advances to customers, commission, travel and similar advances to officers
and employees, in each case made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be
classified on the balance sheet (excluding the footnotes) of the Issuer in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. For purposes of the
definition of “Unrestricted Subsidiary” and Section 4.07 hereof: 
 (1) “Investments”
shall include the portion (proportionate to the Issuer’s equity interest in such Subsidiary) of the fair market value of the net assets of a Subsidiary of the Issuer at the time that such Subsidiary is designated an Unrestricted Subsidiary;
provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Issuer shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive)
equal to: 
 (a) the Issuer’s “Investment” in such Subsidiary at the time of such redesignation;
less 
 (b) the portion (proportionate to the Issuer’s equity interest in such Subsidiary) of the fair
market value of the net assets of such Subsidiary at the time of such redesignation; and 
 (2) any property
transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer. 

“Issue Date” means June 1, 2011. 
 “Issuer” has the meaning set forth in the preamble to this Indenture, until a successor replaces it and, thereafter, means the successor, in accordance with Section 5.01.

“Issuer Order” means a written request or order signed on behalf of the Issuer by an Officer of the Issuer, and
delivered to the Trustee. 
 “Legal Holiday” means a Saturday, a Sunday or a day on which commercial banking
institutions are not required to be open in the State of New York or at the location of the Paying Agent. 

“Lien” means, with respect to any asset, any mortgage, lien (statutory or otherwise), pledge, hypothecation, charge,
security interest, preference, priority or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in
the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided
that in no event shall an operating lease be deemed to constitute a Lien. 
 “Management Agreement” means the
Management Agreement, dated on or before the Issue Date, between the Issuer and Permira Advisers, L.L.C. 

“Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency business. 

  
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 “Net Income” means, with respect to any Person, the net income (loss) of
such Person, determined on a consolidated basis in accordance with GAAP and before any reduction in respect of Preferred Stock dividends. 
 “Net Proceeds” means the aggregate cash proceeds received by the Issuer or any of its Restricted Subsidiaries in respect of any Asset Sale, net of the direct costs relating to such Asset
Sale, including legal, accounting and investment banking fees, and brokerage and sales commissions, any relocation expenses incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits
or deductions and any tax sharing arrangements), amounts required to be applied to the repayment of principal, premium, if any, and interest on Secured Indebtedness required (other than required by clause (1) of Section 4.10(b) hereof) to
be paid as a result of such transaction, and any deduction of appropriate amounts to be provided by the Issuer or any of the Restricted Subsidiaries determined in good faith as a reserve in accordance with GAAP against any liabilities associated
with the asset disposed of in such transaction and retained by the Issuer or any of the Restricted Subsidiaries after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to
environmental matters or against any indemnification obligations (fixed or contingent) associated with such transaction. 

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

“Notes” has the meaning set forth in the preamble to this Indenture. 

“Obligations” means any principal, interest (including any interest accruing subsequent to the filing of a petition in
bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), penalties, fees, indemnifications,
reimbursements (including reimbursement obligations with respect to letters of credit and banker’s acceptances), damages and other liabilities, and guarantees of payment of such principal, interest, penalties, fees, indemnifications,
reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness; provided that Obligations with respect to the Notes shall not include fees or indemnification obligations in favor of the Trustee and
other third parties other than the Holders. 
 “Offering Memorandum” means the offering memorandum, dated
May 17, 2011, relating to the sale of the Notes. 
 “Officer” means the Chairman of the Board, the Chief
Executive Officer, the Chief Financial Officer, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer, any Assistant Treasurer, the Controller or the Secretary of the Issuer. 

“Officer’s Certificate” means a certificate signed on behalf of the Issuer by an Officer of the Issuer that meets
the requirements set forth in this Indenture and delivered to the Trustee. 
 “Opinion of Counsel” means a
written opinion from legal counsel who is reasonably acceptable to the Trustee. The counsel may be an employee of or counsel to the Issuer, any subsidiary of the Issuer or the Trustee. 

“Pari Passu Indebtedness” means, with respect to the Issuer or any Guarantor, Indebtedness of the Issuer or such
Guarantor unless, with respect to any item of Indebtedness, the instrument creating or evidencing the same or pursuant to which the same is outstanding or any other agreement governing the terms of such Indebtedness expressly provides that such
Indebtedness shall be subordinated in right of payment to any other item of Indebtedness of the Issuer or such Guarantor. Notwithstanding the foregoing, “Pari Passu Indebtedness” shall not include: 

(i) Indebtedness of the Issuer owed to any Restricted Subsidiary of the Issuer or Indebtedness of any such Restricted
Subsidiary owed to the Issuer or any other Restricted Subsidiary of such Restricted Subsidiary; 

  
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 (ii) Indebtedness incurred in violation of this Indenture. 

“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). 

“Permira” means Permira Advisers L.L.C. and each of its Affiliates, but not including any of its or their portfolio
companies. 
 “Permitted Asset Swap” means the concurrent purchase and sale or exchange of Replacement Assets
or a combination of Replacement Assets and cash or Cash Equivalents between the Issuer or any of its Restricted Subsidiaries and another Person; provided, that any cash or Cash Equivalents received must be applied in accordance with
Section 4.10 hereof. 
 “Permitted Holders” means each of Permira and members of management of the Issuer
(or its direct or indirect parent or Subsidiary) on the Issue Date who are holders of Equity Interests of the Issuer (or any of its direct or indirect parent companies) and any group (within the meaning of Section 13(d)(3) or
Section 14(d)(2) of the Exchange Act or any successor provision) of which any of the foregoing are members; provided that, in the case of such group and without giving effect to the existence of such group or any other group, Permira and
such members of management, collectively, have beneficial ownership of more than 50% of the total voting power of the Voting Stock of the Issuer or any of its direct or indirect parent companies. 

“Permitted Investments” means: 
 (1) any Investment in the Issuer or any of its Restricted Subsidiaries; 
 (2) any Investment in cash and Cash Equivalents; 
 (3) any
Investment by the Issuer or any of its Restricted Subsidiaries in a Person that is engaged in a Similar Business if as a result of such Investment: 
 (a) such Person becomes a Restricted Subsidiary; or 
 (b) such
Person, in one transaction or a series of related transactions, is merged or consolidated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Issuer or a Restricted Subsidiary, 

and, in each case, any Investment held by such Person; provided, that such Investment was not acquired by such Person in
contemplation of such acquisition, merger, consolidation or transfer; 
 (4) any Investment in securities or
other assets not constituting cash or Cash Equivalents and received in connection with an Asset Sale made pursuant to the provisions of Section 4.10 hereof or any other disposition of assets not constituting an Asset Sale; 

  
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 (5) any Investment existing on the Issue Date and any extension,
modification or renewal of any Investments existing on the Issue Date, but only to the extent not involving additional advances, contributions or other Investments of cash or other assets or other increases thereof (other than as a result of the
accrual or accretion of interest or original issue discount or the issuance of pay-in-kind securities, in each case, pursuant to the terms of such Investment as in effect on the Issue Date); 

(6) any Investment acquired by the Issuer or any of its Restricted Subsidiaries in compromise of, or in respect of,
obligations of, claims against or dispute with, any Person (other than the Issuer or any Restricted Subsidiary or Affiliate), including, but not limited to: 
 (a) in exchange for any other Investment or accounts receivable held by the Issuer or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or
recapitalization of the issuer of such other Investment or accounts receivable; or 
 (b) as a result of a
foreclosure by the Issuer or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default; 

(7) Hedging Obligations permitted under clause (10) of Section 4.09(b) hereof; 

(8) Investments made with the net cash proceeds of, or the payment for which consists of, Equity Interests (exclusive of
Disqualified Stock) of the Issuer, or any of its direct or indirect parent companies; provided, however, in each case, that such cash proceeds or such Equity Interests, as the case may be, will not increase the amount available for
Restricted Payments under clause (3) of Section 4.07(a) hereof; 
 (9) guarantees of Indebtedness
permitted under Section 4.09 hereof; 
 (10) any transaction to the extent it constitutes an Investment that
is permitted and made in accordance with the provisions of Section 4.11(b) hereof (except transactions described in clauses (2) and (4) of Section 4.11(b) hereof); 

(11) any Investment by the Issuer or any Restricted Subsidiary in a Receivables Subsidiary or any Investment by a
Receivables Subsidiary in any other Person in connection with a Qualified Receivables Financing; provided, however that any Investment in a Receivables Subsidiary is in the form of a purchase money note, contribution of additional
receivables or an Equity Interest; 
 (12) additional Investments having an aggregate fair market value, taken
together with all other Investments made pursuant to this clause (12) that are at that time outstanding (without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or
marketable securities), not to exceed the greater of (x) $30.0 million and (y) 9.0% of Tangible Assets of the Issuer (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent
changes in value); 
 (13) loans and advances to, or guarantees of Indebtedness of, officers, directors and
employees in an amount not to exceed $2.0 million at any time outstanding; 

  
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 (14) loans and advances to officers, directors and employees for
business-related travel expenses, moving expenses and other similar expenses, in each case incurred in the ordinary course of business consistent with past practice; 

(15) advances to customers or suppliers in the ordinary course of business that are, in conformity with GAAP, recorded as
accounts receivable, prepaid expenses or deposits on the balance sheet of the Issuer or the Restricted Subsidiaries and endorsements for collection or deposit arising in the ordinary course of business; 

(16) lease, utility and other similar deposits in the ordinary course of business; 

(17) Investments consisting of the licensing or contribution of intellectual property pursuant to joint marketing
arrangements with other Persons, in each case in the ordinary course of business; 
 (18) Investments in a
Similar Business having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (18) that are at that time outstanding, not to exceed the greater of (x) $30.0 million and (y) 9.0% of
Tangible Assets of the Issuer at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value); and 

(19) Investments consisting of purchases and acquisitions of inventory, supplies, materials and equipment or purchases of
contract rights or licenses or leases of intellectual property, in each case in the ordinary course of business. 

“Permitted Liens” means, with respect to any Person: 

(1) pledges or deposits by such Person under workers’ compensation laws, unemployment insurance laws or similar
legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits
of cash or U.S. government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case incurred in the ordinary course of business;

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

(3) Liens for taxes, assessments or other governmental charges not yet (i) overdue for a period of more than 30 days
or (ii) subject to penalties for nonpayment, or which are being contested in good faith by appropriate proceedings if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP; 

(4) Liens to secure public or statutory obligations, surety, stay, appeal, indemnity, bid, performance and similar bonds
or with respect to other regulatory requirements or letters of credit issued pursuant to the request of and for the account of such Person in the ordinary course of its business; 

  
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 (5) survey exceptions, encumbrances, easements or reservations of, or rights
of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties or Liens incidental, to the conduct of the business of such
Person or to the ownership of its properties which were not incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the
business of such Person; 
 (6) Liens (i) securing Indebtedness permitted to be incurred pursuant to clause
(4) or (17) of Section 4.09(b) hereof; provided that such Liens incurred pursuant to clause (17) extend only to the property and assets of Foreign Subsidiaries securing such Indebtedness and (ii) on property and
assets of Foreign Subsidiaries securing additional Indebtedness of Foreign Subsidiaries incurred pursuant to Section 4.09; 
 (7) Liens existing on the Issue Date (other than Liens in favor of secured parties under the Senior Secured Credit Facility); 

(8) Liens on property or shares of stock of a Person at the time such Person becomes a Subsidiary; provided,
however, such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided further, however, that such Liens may not extend to any other property
owned by the Issuer or any of its Restricted Subsidiaries; 
 (9) Liens on property at the time the Issuer or a
Restricted Subsidiary acquired the property, including any acquisition by means of a merger or consolidation with or into the Issuer or any of its Restricted Subsidiaries; provided, however, that such Liens are not created or incurred
in connection with, or in contemplation of, such acquisition; provided further, however, that the Liens may not extend to any other property owned by the Issuer or any of its Restricted Subsidiaries; 

(10) Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to the Issuer or another Restricted
Subsidiary permitted to be incurred in accordance with Section 4.09 hereof; 
 (11) Liens securing Hedging
Obligations; 
 (12) Liens on specific items of inventory or other goods and proceeds of any Person securing such
Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods; 

(13) leases, subleases, licenses or sublicenses granted to others in the ordinary course of business which do not
materially interfere with the ordinary conduct of the business of the Issuer or any of its Restricted Subsidiaries and do not secure any Indebtedness; 
 (14) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases or consignments entered into by the Issuer and its Restricted Subsidiaries in the ordinary course of
business; 
 (15) Liens in favor of the Issuer or any Guarantor; 

  
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 (16) Liens on equipment of the Issuer or any of its Restricted Subsidiaries
granted in the ordinary course of business to the Issuer’s clients; 
 (17) Liens to secure any refinancing,
refunding, extension, renewal or replacement (or successive refinancing, refunding, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (6), (7), (8) and
(9) and any Lien permitted by Section 4.12(a)(2)(C); provided, however, that (a) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property), and
(b) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (i) the outstanding principal amount or in the case of Indebtedness described under clauses (6), (7), (8) and (9) only,
if greater, committed amount of the Indebtedness described under clauses (6), (7), (8) and (9) at the time the original Lien became a Permitted Lien under this Indenture, and (ii) an amount necessary to pay any fees and expenses,
including premiums, related to such refinancing, refunding, extension, renewal or replacement; 
 (18) deposits
made in the ordinary course of business to secure liability to insurance carriers; 
 (19) other Liens securing
obligations incurred in the ordinary course of business which obligations do not exceed at any one time outstanding the greater of (x) $30.0 million and (y) 9.0% of Tangible Assets of the Issuer; 

(20) Liens securing judgments for the payment of money not constituting an Event of Default under Section 6.01(5)
hereof so long as such Liens are adequately bonded and any appropriate legal proceedings that may have been duly initiated for the review of such judgment have not been finally terminated or the period within which such proceedings may be initiated
has not expired; 
 (21) Liens in favor of customs and revenue authorities arising as a matter of law to secure
payment of customs duties in connection with the importation and exportation of goods in the ordinary course of business; 
 (22) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code (or any comparable or successor provision) on items in the course of collection,
(ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business, and (iii) in favor of banking institutions arising as a matter of law encumbering deposits (including the right
of setoff) and which are within the general parameters customary in the banking industry; 
 (23) Liens deemed to
exist in connection with Investments in repurchase agreements permitted under Section 4.09 hereof; provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement; 

(24) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity
trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; 
 (25) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to
pooled deposit or sweep accounts of the Issuer or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of 

  
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the Issuer and its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Issuer or any of its Restricted Subsidiaries in the
ordinary course of business; 
 (26) Liens on accounts receivable and related assets contemplated by a Qualified
Receivables Financing; 
 (27) Liens on property or assets securing Indebtedness used to defease or to satisfy
and discharge the Notes in their entirety; provided that the incurrence of such Indebtedness and such defeasance or satisfaction and discharge were not prohibited by this Indenture; 

(28) Non-recourse Liens on the Equity Interests of an Unrestricted Subsidiary to secure Obligations of such Unrestricted
Subsidiary; and 
 (29) Liens on Equity Interests deemed to exist in connection with any options, put and call
arrangements, rights of first refusal and similar rights relating to Investments in Persons that are not Subsidiaries under this Indenture. 
 For purposes of this definition, the term “Indebtedness” shall be deemed to include interest on such Indebtedness. 
 “Person” means any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or any
agency or political subdivision thereof or any other entity. 
 “Preferred Stock” means any Equity Interest
with preferential rights of payment of dividends or upon liquidation, dissolution, or winding up. 
 “Private Placement
Legend” means the legend set forth in Section 2.06(f)(i) hereof to be placed on all Notes issued under this Indenture, except where otherwise permitted by the provisions of this Indenture. 

“QIB” means a “qualified institutional buyer” as defined in Rule 144A. 

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

“Rating Agencies” mean Moody’s and S&P; provided that if S&P, Moody’s or any Successor Rating
Agency (as defined below) shall cease to be in the business of providing rating services for debt securities generally, the Issuer shall be entitled to replace any such Rating Agency or Successor Rating Agency, as the case may be, which has ceased
to be in the business of providing rating services for debt securities generally with a security rating agency which is in the business of providing rating services for debt securities generally and which is nationally recognized in the United
States (such rating agency, a “Successor Rating Agency”). 

  
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 “Receivables Subsidiary” means a Subsidiary of the Issuer (or another
Person formed for the purposes of engaging in a Qualified Receivables Financing with the Issuer or its Restricted Subsidiaries in which the Issuer or any Restricted Subsidiary of the Issuer makes an Investment and to which the Issuer or any
Restricted Subsidiary of the Issuer transfers accounts receivable and related assets) which engages in no activities other than in connection with the financing of accounts receivable of the Issuer and its Restricted Subsidiaries, all proceeds
thereof and all rights (contractual or other), collateral and other assets relating thereto, and any business or activities incidental or related to such business, and which is designated by the board of directors of the Issuer (as provided below)
as a Receivables Subsidiary and: 
 (a) no portion of the Indebtedness or any other obligations (contingent or
otherwise) of which (i) is guaranteed by the Issuer or any of its Restricted Subsidiaries (excluding guarantees of obligations (other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization Undertakings),
(ii) is recourse to or obligates the Issuer or any other Subsidiary of the Issuer in any way other than pursuant to Standard Securitization Undertakings, or (iii) subjects any property or asset of the Issuer or any other Subsidiary of the
Issuer, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings, 
 (b) with which neither the Issuer nor any of its Restricted Subsidiaries has any material contract, agreement, arrangement or understanding other than on terms which the Issuer reasonably believes to be
no less favorable to the Issuer or such Restricted Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of the Issuer, and 

(c) to which neither the Issuer nor any of its Restricted Subsidiaries has any obligation to maintain or preserve such
entity’s financial condition or cause such entity to achieve certain levels of operating results. 
 Any such designation
by the board of directors of the Issuer shall be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of the board of directors of the Issuer giving effect to such designation and an Officer’s Certificate
certifying that such designation complied with the foregoing conditions. 
 “Record Date” for the interest
payable on any applicable Interest Payment Date means May 15 or November 15 (whether or not a Business Day) next preceding such Interest Payment Date. 
 “Registered Exchange Offer” means the offer by the Issuer, pursuant to the Registration Rights Agreement, to certain Holders of Initial Notes, to issue and deliver to such Holders, in
exchange for their Initial Notes, a like aggregate principal amount of Exchange Notes registered under the Securities Act. 

“Registration Rights Agreement” means (a) the Registration Rights Agreement with respect to the Notes dated as of
the Issue Date among the Issuer, the Guarantors and the Initial Purchasers and (b) other similar registration rights agreements relating to any Additional Notes. 
 “Regulation S” means Regulation S promulgated under the Securities Act. 

  
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 “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 or to be sold in reliance on Rule 903. 
 “Replacement Assets” means
(a) substantially all the assets of a business operating or engaged in a Similar Business, (b) Capital Stock in any Person operating or engaged in a Similar Business that results in the Issuer or another of the Restricted Subsidiaries, as
the case may be, owning an amount of the Capital Stock of such Person such that it constitutes a Restricted Subsidiary or (c) any other property or assets used or useful in a Similar Business. 

“Responsible Officer” means, when used with respect to the Trustee, any officer within the corporate trust department of
the Trustee, including any vice president, assistant vice president, trust officer, assistant trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be
such officers, respectively, or to whom any corporate trust matter is referred because of such Person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.

 “Restricted Definitive Note” means a Definitive Note bearing the Private Placement Legend. 

“Restricted Global Note” means a Global Note bearing the Private Placement Legend. 

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

“Restricted Period” means the 40-day distribution compliance period as defined in Regulation S. 

“Restricted Subsidiary” means, at any time, any direct or indirect Subsidiary of the Issuer (including any Foreign
Subsidiary) that is not then an Unrestricted Subsidiary; provided, however, that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of
“Restricted Subsidiary.” 
 “Rule 144” means Rule 144 promulgated under the Securities Act.

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

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

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

“S&P” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and any successor to its
rating agency business. 
 “Sale and Lease-Back Transaction” means any arrangement providing for the leasing by
the Issuer or any of its Restricted Subsidiaries of any real or tangible personal property, which property has been or is to be sold or transferred by the Issuer or such Restricted Subsidiary to a third Person in contemplation of such leasing.

 “SEC” means the U.S. Securities and Exchange Commission. 

  
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 “Secured Indebtedness” means any Indebtedness of the Issuer or any of its
Restricted Subsidiaries secured by a Lien. 
 “Secured Net Leverage Ratio” means, as of the date of
determination, the ratio of (a) the Secured Indebtedness of the Issuer and its Restricted Subsidiaries as of such date of determination less the amount of cash and Cash Equivalents not exceeding $50.0 million held by the Issuer and its
Restricted Subsidiaries as of such date of determination, in each case, determined after giving pro forma effect to such incurrence of Indebtedness, and each other incurrence, assumption, guarantee, redemption, retirement and extinguishment of
Indebtedness as of such date of determination to (b) EBITDA of the Issuer and its Restricted Subsidiaries for the most recently ended four fiscal quarters ending immediately prior to such date for which internal financial statements are
available. For purposes of determining the “Secured Net Leverage Ratio,” “EBITDA” shall be subject to the adjustments applicable to “EBITDA” as provided for in the definition of “Fixed Charge Coverage Ratio.”

 “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC
promulgated thereunder. 
 “Senior Secured Credit Facility” means the Credit Facility under the Credit
Agreement to be entered into as of the Issue Date, by and among, the Issuer, as borrower, the lenders party thereto, and Deutsche Bank AG, New York Branch, as administrative agent, including any guarantees, collateral documents, instruments and
agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements, refundings or refinancings thereof and any indentures or credit facilities or commercial paper facilities with banks or
other institutional lenders or investors that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases
the amount borrowable thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted under Section 4.09). 
 “Shelf Registration Statement” means a registration statement filed by the Issuer in connection with the offer and sale of Initial Notes pursuant to the Registration Rights Agreement.

 “Significant Subsidiary” means any Restricted Subsidiary that would be a “significant subsidiary”
as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the Issue Date. 
 “Similar Business” means any business conducted or proposed to be conducted by the Issuer and its Restricted Subsidiaries on the Issue Date or any business that is similar, reasonably
related, complementary, incidental or ancillary thereto. 
 “Standard Securitization Undertakings” means
representations, warranties, covenants, indemnities and guarantees of performance entered into by the Issuer or any Subsidiary of the Issuer which the Issuer has determined in good faith to be customary in an accounts receivable securitization
transaction. 
 “Subordinated Indebtedness” means, with respect to the Notes or the Guarantee of a Guarantor,

 (1) any Indebtedness of the Issuer which is by its terms subordinated in right of payment to the Notes, and 

  
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 (2) any Indebtedness of any Guarantor which is by its terms subordinated in
right of payment to the Guarantee of such entity of the Notes or the Guarantee of a Guarantor. 
 “Subsidiary”
means, with respect to any Person: 
 (1) any corporation, association, or other business entity (other than a
partnership, joint venture, limited liability company or similar entity) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors,
managers or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof or is consolidated under GAAP with such Person
at such time; and 
 (2) any partnership, joint venture, limited liability company or similar entity of which

 (x) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general
or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or
limited partnership or otherwise, and 
 (y) such Person or any Restricted Subsidiary of such Person is a
controlling general partner or otherwise controls such entity. 
 “Tangible Assets” of any Person means the
aggregate amount of assets (less applicable reserves and other properly deductible items) after deducting therefrom all goodwill, trade names, trademarks, patents, unamortized debt discount and expense (to the extent included in said aggregate
amount of assets) and other like intangibles, all as set forth in the most recent consolidated balance sheet of such Person and its Restricted Subsidiaries and computed in accordance with GAAP. Tangible Assets shall be calculated after giving effect
to the transaction giving rise to the need to calculate Tangible Assets. 
 “Total Assets” means the total
assets of the Issuer and its Restricted Subsidiaries on a consolidated basis, as shown on the most recent consolidated balance sheet of the Issuer and its Restricted Subsidiaries and computed in accordance with GAAP. Total Assets shall be calculated
after giving effect to the transaction giving rise to the need to calculate Total Assets. 
 “Transaction”
means the transactions contemplated by the Transaction Agreement, the issuance of the Notes and the entry into and borrowings under the Senior Secured Credit Facility, to be consummated in connection with the foregoing on the Issue Date. 

“Transaction Agreement” means the Agreement and Plan of Merger, dated as of April 12, 2011, by and among B-Corp
Holdings, Inc., Merger Sub, BakerCorp International and Lightyear Capital, LLC. 
 “Treasury Rate” means, as of
any Redemption Date, the yield to maturity as of such Redemption Date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become
publicly available at least two Business Days prior to the Redemption Date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the Redemption Date to
June 1, 2014; provided, however, that if the period from the Redemption Date to June 1, 2014 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity
of one year will be used. 

  
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 “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended (15
U.S.C §§ 77aaa-77bbbb). 
 “Trustee” means Wells Fargo Bank, National Association, as trustee,
until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder. 
 “Unrestricted Definitive Note” means one or more Definitive Notes that do not bear and are not required to bear the Private Placement Legend. 

“Unrestricted Global Note” means a permanent Global Note, substantially in the form of Exhibit A attached
hereto, that bears the Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, and that is deposited with or on behalf of and registered in the name of the Depositary, representing
Notes that do not bear the Private Placement Legend. 
 “Unrestricted Subsidiary” means: 

(1) any Subsidiary of the Issuer which at the time of determination is an Unrestricted Subsidiary (as designated by the
Issuer, as provided below); and 
 (2) any Subsidiary of an Unrestricted Subsidiary. 

The Issuer may designate any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed
Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Issuer or any Subsidiary of the Issuer(other than solely
any Subsidiary of the Subsidiary to be so designated); provided that 
 (1) any Unrestricted Subsidiary
must be an entity of which the Equity Interests entitled to cast at least a majority of the votes that may be cast by all Equity Interests having ordinary voting power for the election of directors or Persons performing a similar function are owned,
directly or indirectly, by the Issuer; 
 (2) such designation complies with Section 4.07 hereof; and

 (3) each of: 
 (a) the Subsidiary to be so designated; and 
 (b) its Subsidiaries

 has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or
indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any Restricted Subsidiary. 
 The Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation, no Default shall have occurred and be
continuing and the Issuer could incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test described in Section 4.09(a) hereof. 

  
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 Any such designation by the Issuer shall be notified by the Issuer to the Trustee by
promptly filing with the Trustee a copy of the resolution of the board of directors of the Issuer or any committee thereof giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the
foregoing provisions. 
 “U.S. Person” means a U.S. person as defined in Rule 902(k) promulgated under the
Securities Act. 
 “Voting Stock” of any Person as of any date means the Capital Stock of such Person that is
at the time entitled to vote in the election of the board of directors of such Person. 
 “Weighted Average Life to
Maturity” means, when applied to any Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing: 

(1) the sum of the products of the number of years from the date of determination to the date of each successive scheduled
principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock or Preferred Stock multiplied by the amount of such payment; by 

(2) the sum of all such payments. 
 “Wholly-Owned Restricted Subsidiary” of any Person means a Restricted Subsidiary of such Person that is a Wholly-Owned Subsidiary. 

“Wholly-Owned Subsidiary” of any Person means a Subsidiary of such Person, 100% of the outstanding Equity Interests of
which (other than directors’ qualifying shares) shall at the time be owned by such Person or by one or more Wholly-Owned Subsidiaries of such Person. 
  

	Section 1.02	Other Definitions. 

  

					
	 Term
	  	Defined
in
Section	 
		
	 “Additional Interest Notice”
	  	 	2.14	  
	 “Affiliate Transaction”
	  	 	4.11	  
	 “Asset Sale Offer”
	  	 	4.10	  
	 “Authentication Order”
	  	 	2.02	  
	 “Change of Control Offer”
	  	 	4.14	  
	 “Change of Control Payment”
	  	 	4.14	  
	 “Change of Control Payment Date”
	  	 	4.14	  
	 “Covenant Defeasance”
	  	 	8.03	  
	 “DTC”
	  	 	2.03	  
	 “Event of Default”
	  	 	6.01	  
	 “Excess Proceeds”
	  	 	4.10	  
	 “incur”
	  	 	4.09	  
	 “Initial Lien”
	  	 	4.12	  
	 “Legal Defeasance”
	  	 	8.02	  
	 “Note Register”
	  	 	2.03	  


  
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	 Term
	  	Defined
in
Section	 
		
	 “Offer Amount”
	  	 	3.09	  
	 “Offer Period”
	  	 	3.09	  
	 “Paying Agent”
	  	 	2.03	  
	 “Purchase Date”
	  	 	3.09	  
	 “Redemption Date”
	  	 	3.07	  
	 “Refinancing Indebtedness”
	  	 	4.09	  
	 “Registrar”
	  	 	2.03	  
	 “Restricted Payments”
	  	 	4.07	  
	 “Reversion Date”
	  	 	4.16	  
	 “Successor Company”
	  	 	5.01	  
	 “Successor Person”
	  	 	5.01	  
	 “Suspended Covenants”
	  	 	4.16	  
	 “Suspension Date”
	  	 	4.16	  
	 “Suspension Period”
	  	 	4.16	  
	 “Treasury Capital Stock”
	  	 	4.07	  
	 “Tax Group”
	  	 	4.07	  

  

	Section 1.03	Incorporation by Reference of Trust Indenture Act. 

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

The following Trust Indenture Act terms used in this Indenture have the following meanings: 

“indenture securities” means the Notes; 

“indenture security holder” means a Holder of a Note; 

“indenture to be qualified” means this Indenture; 

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

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

	Section 1.04	Rules of Construction. 


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

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

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

(e) references to sections of, or rules under, the Securities Act or the Exchange Act shall be deemed to include substitute, replacement
or successor sections or rules adopted by the SEC from time to time; 
 (f) unless the context otherwise requires, any reference
to an “Article,” “Section” or “clause” refers to an Article, Section or clause, as the case may be, of this Indenture; 
 (g) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not any particular Article, Section, clause or other
subdivision; 
 (h) words used herein implying any gender shall apply to both genders; and 

(i) the words “including,” “includes” and similar words shall be deemed to be followed by “without
limitation.” 
  

	Section 1.05	Acts of Holders. 

 (a) Any
request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such
Holders in person or by an agent duly appointed in writing. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or record or both are delivered to the Trustee and, where it is hereby
expressly required, to the Issuer. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, shall be sufficient for any purpose of this Indenture and (subject to Section 7.01)
conclusive in favor of the Trustee and the Issuer, if made in the manner provided in this Section 1.05. 
 (b) The fact and
date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds,
certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by or on behalf of any legal entity other than an individual, such certificate or affidavit shall also constitute
proof of the authority of the Person executing the same. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner that the Trustee deems
sufficient. 
 (c) The ownership of Notes shall be proved by the Note Register. 

(d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Note shall bind every
future Holder of the same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of any action taken, suffered or omitted by the Trustee or the Issuer in reliance
thereon, whether or not notation of such action is made upon such Note. 
 (e) The Issuer may, in the circumstances permitted by
the Trust Indenture Act, set a record date for purposes of determining the identity of Holders entitled to give any request, demand, authorization, direction, notice, consent, waiver or take any other act, or to vote or consent to any action by


  
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vote or consent authorized or permitted to be given or taken by Holders. Unless otherwise specified, if not set by the Issuer prior to the first solicitation of a Holder made by any Person in
respect of any such action, or in the case of any such vote, prior to such vote, any such record date, if there is to be a record date, shall be the later of 30 days prior to the first solicitation of such consent or the date of the most recent list
of Holders furnished to the Trustee prior to such solicitation. 
 (f) Without limiting the foregoing, a Holder entitled to take
any action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents, each of which may do so pursuant to such appointment with regard to all or
any part of such principal amount. Any notice given or action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of
each such different part. 
 (g) Without limiting the generality of the foregoing, a Holder, including DTC, that is the Holder
of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders, and
any Person that is the Holder of a Global Note, including DTC, may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such depositary’s standing instructions and customary practices. 

(h) The Issuer may, at its option, fix a record date for the purpose of determining the Persons who are beneficial owners of interests in
any Global Note held by DTC entitled under the procedures of such depositary to make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in
this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such request, demand,
authorization, direction, notice, consent, waiver or other action, whether or not such Holders remain Holders after such record date. No such request, demand, authorization, direction, notice, consent, waiver or other action shall be valid or
effective if made, given or taken more than 90 days after such record date. 
 ARTICLE II 

THE NOTES 
  

	Section 2.01	Form and Dating; Terms. 


(a) General. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A
hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rules or usage in addition to those set forth on Exhibit A. Each Note shall be dated the date of its authentication. The Notes shall be in minimum
amounts of $2,000 and integral multiples of $1,000 in excess of $2,000. 
 (b) Global Notes. Notes issued in global form
shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form
shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall
represent such aggregate principal amount of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the
aggregate principal amount of Notes from time to time endorsed thereon and that the 

  
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aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions and transfers of interests
therein. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in
accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. 
 (c) Participants shall have
no rights under this Indenture or any Global Note with respect to any Global Note held on their behalf by the Depositary or by the Trustee as custodian for the Depositary, and the Depositary shall be treated by the Issuer, the Trustee and any agent
of the Issuer or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect to
any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Participants, the Applicable Procedures or the operation of customary practices of the Depositary governing the exercise
of the rights of a holder of a beneficial interest in any Global Note. 
 (d) Terms. The aggregate principal amount of
Initial Notes that may be authenticated and delivered under this Indenture on the Issue Date is $240,000,000, and the aggregate amount of Additional Notes that may be authenticated and delivered under this Indenture is unlimited (so long as not
otherwise prohibited by the terms of this Indenture, including Section 4.09 hereof). With respect to any Additional Notes, the Issuer shall set forth in (1) a Board Resolution and (2) (i) an Officer’s Certificate or
(ii) one or more indentures supplemental hereto, the following information: 
 (A) the aggregate principal
amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; 
 (B) the issue
price and the issue date of such Additional Notes, including the date from which interest shall accrue; and 

(C) whether such Additional Notes shall be either Restricted Definitive Notes or Restricted Global Notes. 

In authenticating and delivering Additional Notes, the Trustee shall be entitled to receive and shall be fully protected in relying upon,
in addition to the Opinion of Counsel and Officer’s Certificate required by Section 12.04, an Opinion of Counsel as to the due authorization, execution, delivery, validity and enforceability of such Additional Notes. 

In addition, Exchange Notes may be authenticated and delivered under this Indenture for issue in a Registered Exchange Offer pursuant to
the Registration Rights Agreement in a like principal amount of the Initial Notes or Additional Notes exchanged pursuant thereto or otherwise pursuant to an effective registration statement under the Securities Act. 

The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuer,
the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this
Indenture, the provisions of this Indenture shall govern and be controlling. 

  
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 The Notes shall be subject to repurchase by the Issuer pursuant to an Asset Sale Offer as
provided in Section 4.10 hereof or a Change of Control Offer as provided in Section 4.14 hereof. The Notes shall not be redeemable, other than as provided in Article 3. 

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

	Section 2.02	Execution and Authentication. 

 One Officer shall execute the Notes on behalf of the Issuer by manual or facsimile signature. 
 If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. 

A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated
substantially in the form of Exhibit A attached hereto, as the case may be, by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture.

 On the Issue Date, the Trustee shall, upon receipt of an Issuer Order directing authentication (an “Authentication
Order”), authenticate and deliver the Initial Notes specified in such Authentication Order. In addition, at any time, from time to time, the Trustee shall upon receipt of an Authentication Order authenticate and deliver (i) any
Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder and (ii) the Exchange Notes for issue in a Registered Exchange Offer pursuant to the Registration Rights
Agreement for a like principal amount of Initial Securities exchanged pursuant thereto or otherwise pursuant to an effective registration statement under the Securities Act. 
 The Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Notes. Unless otherwise provided in such appointment, 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 shall have the same rights as the Trustee to deal with Holders, the Issuer or an Affiliate of the
Issuer. 
  

	Section 2.03	Registrar and Paying Agent. 

 The Issuer shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange (the “Registrar”) and an office or agency where Notes may be
presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Notes (the “Note Register”) and of their transfer and exchange. The Issuer may appoint one or more co-registrars and one or more
additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Issuer may change any Paying Agent or Registrar without notice to any Holder but upon
written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) acceptance of any appointment by a successor as evidenced by an appropriate agreement entered
into by the Issuer and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee and the passage of any waiting or notice periods required by DTC procedures or (ii) written notification to the Trustee that the
Trustee shall serve 

  
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as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuer
and the Trustee. The Issuer shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuer fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as
such. The Issuer or any of its Subsidiaries may act as Paying Agent or Registrar. 
 The Issuer initially appoints The
Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. 
 The Issuer initially
appoints the Trustee to act as the Paying Agent and Registrar for the Notes and to act as Custodian with respect to the Global Notes. 
  

	Section 2.04	Paying Agent To Hold Money in Trust. 

 The Issuer shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent
for the payment of principal, premium, if any, or interest on the Notes, and shall notify the Trustee in writing of any default by the Issuer in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay
all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it relating to the Notes to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer or a Subsidiary)
shall have no further liability for the money. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any Event of Default
under Sections 6.01(6) or (7), the Trustee shall serve as Paying Agent for the Notes. 
  

	Section 2.05	Holder Lists. 

 The
Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders and shall otherwise comply with Trust Indenture Act Section 312(a). If the Trustee is not
the Registrar, the Issuer shall furnish to the Trustee at least two Business Days before each Interest Payment Date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably
require of the names and addresses of the Holders of Notes and the Issuer shall otherwise comply with Trust Indenture Act Section 312(a). 
  

	Section 2.06	Transfer and Exchange. 


(a) Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be
transferred, in whole and not in part, only to another nominee of the Depositary or to a successor Depositary or a nominee of such successor Depositary. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless
(i) the Depositary (x) notifies the Issuer that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor
Depositary is not appointed by the Issuer within 90 days; (ii) there shall have occurred and be continuing an Event of Default with respect to the Notes, or (iii) the Issuer, at its option, notifies the Trustee in writing that it elects to
cause the issuance of Definitive Notes. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the
names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10
hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 

  
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or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the preceding events
in (i) or (ii) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global
Note may be transferred and exchanged as provided in Section 2.06(b) or (c) hereof. 
 (b) Transfer and Exchange of
Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures.
Beneficial interests in the Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also shall
require compliance with either subparagraph (i) or (ii) below, as applicable, as well as one or more of the other following subparagraphs, as applicable: 

(i) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note
may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend and any Applicable Procedures;
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. Except as may be required by any Applicable
Procedures, no written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.06(b)(i). 

(ii) All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers
and exchanges of beneficial interests that are not subject to Section 2.06(b)(i) hereof, the transferor of such beneficial interest must deliver to the Registrar either (A) (1) a written order from a Participant or an Indirect
Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred
or exchanged and (2) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase or (B) (1) if permitted under Section 2.06(a), a
written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be
transferred or exchanged and (2) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in
(1) above; provided that in no event shall Definitive Notes be issued upon the transfer or exchange of beneficial interests in the Regulation S Global Note prior to (A) the expiration of the Restricted Period and (B) the
receipt by the Registrar of any certificates required pursuant to Rule 903. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise
applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(g) hereof. 
 (iii) Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form
of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.06(b)(ii) hereof and the Registrar receives the following: 

(A) if the transferee will take delivery in the form of a beneficial interest in the 144A Global Note, then the transferor
must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; or 

  
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 (B) if the transferee will take delivery in the form of a beneficial
interest in the Regulation S Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof. 

(iv) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an
Unrestricted Global Note. A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a
beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.06(b)(ii) hereof and: 
 (A) such exchange or transfer is effected pursuant to a Registered Exchange Offer 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, makes any and all certifications required in the applicable letter of transmittal (or is deemed to have made such certifications if delivery is made through the Applicable Procedures) as may be required by such Registration Rights
Agreement; 
 (B) such transfer is effected pursuant to a Shelf Registration Statement; 

(C) such transfer is effected by a broker-dealer pursuant to an Exchange Offer Registration Statement; or 

(D) the Registrar receives the following: 

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

(2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest
to a Person who shall take delivery thereof in the form of a 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), 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 Issuer 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. 

  
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 Beneficial interests in an Unrestricted Global Note may not be exchanged
for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Note. 

(c) Transfer or Exchange of Beneficial Interests for Definitive Notes. 

(i) Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. If any holder of a beneficial interest in a
Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon the
occurrence of any of the events in paragraph (i) or (ii) of Section 2.06(a) hereof and receipt by the Registrar of the following documentation: 
 (A) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such holder substantially in
the form of Exhibit C hereto, including the certifications in item (2)(a) thereof; 
 (B) if
such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof; 

(C) if such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with
Rule 903 or Rule 904, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (2) thereof; 
 (D) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate substantially in the form
of Exhibit B hereto, including the certifications in item (3)(a) thereof; 
 (E) if such
beneficial interest is being transferred to the Issuer or any of its Restricted Subsidiaries, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof; or 

(F) if such beneficial interest is being transferred pursuant to an effective registration statement under the Securities
Act, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof, 
 the
Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(g) hereof, and the Issuer shall execute and the Trustee shall authenticate and mail to the Person designated in
the instructions a Definitive Note in the applicable principal amount. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or names and
in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall mail such Definitive
Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(i) shall bear the Private Placement Legend and shall
be subject to all restrictions on transfer contained therein. 

  
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 (ii) Beneficial Interests in Regulation S Temporary Global Note to Definitive Notes.
Notwithstanding Sections 2.06(c)(i)(A) and (C) hereof, a beneficial interest in the Regulation S Global Note may not be exchanged for a Definitive Note or transferred to a Person who takes delivery thereof in the form of a Definitive Note prior
to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) of the Securities Act, except in the case of a transfer pursuant to an exemption from the
registration requirements of the Securities Act other than Rule 903 or Rule 904. 
 (iii) Beneficial Interests in Restricted
Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes
delivery thereof in the form of an Unrestricted Definitive Note only upon the occurrence of any of the events in subsection (i) or (ii) of Section 2.06(a) hereof and if: 

(A) such exchange or transfer is effected pursuant to a Registered Exchange Offer 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, makes any and all certifications required in the applicable letter of transmittal (or is deemed to have made such certifications if delivery is
made through the Applicable Procedures) as may be required by such Registration Rights Agreement; 
 (B) such
transfer is effected pursuant to a Shelf Registration Statement; 
 (C) such transfer is effected by a
broker-dealer pursuant to an Exchange Offer Registration Statement; or 
 (D) the Registrar receives the
following: 
 (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such
beneficial interest for an Unrestricted Definitive Note, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or 

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

and, in each such case set forth in this subparagraph (D) an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that
such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. 

(iv) Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. If any holder of a beneficial interest in
an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon the occurrence of any of the
events in subsection (i) or (ii) of Section 2.06(a) hereof and satisfaction of the conditions set forth in Section 2.06(b)(ii) hereof, the Trustee shall cause the aggregate principal amount of the applicable Global Note to be
reduced accordingly pursuant to Section 2.06(g) hereof, and the Issuer shall execute and the Trustee shall authenticate and mail to the Person designated in the instructions a Definitive Note in the applicable principal amount. Any Definitive
Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iv) shall 

  
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be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from or
through the Depositary and the Participant or Indirect Participant. The Trustee shall mail such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest pursuant to
this Section 2.06(c)(iv) shall not bear the Private Placement Legend. 
 (d) Transfer and Exchange of Definitive Notes
for Beneficial Interests. 
 (i) Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If
any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial
interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation: 
 (A)
if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the
certifications in item (2)(b) thereof; 
 (B) if such Restricted Definitive Note is being transferred to a
QIB in accordance with Rule 144A, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof; 

(C) if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance
with Rule 903 or Rule 904, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (2) thereof; 
 (D) if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate substantially in
the form of Exhibit B hereto, including the certifications in item (3)(a) thereof; 
 (E) if
such Restricted Definitive Note is being transferred to the Issuer or any of its Restricted Subsidiaries, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof; or

 (F) if such Restricted Definitive Note is being transferred pursuant to an effective registration statement
under the Securities Act, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof, 
 the Trustee shall cancel the Restricted Definitive Note, increase or cause to be increased in a corresponding amount pursuant to Section 2.06(g) the aggregate principal amount of, in the case of
clause (A) above, the applicable Restricted Global Note, in the case of clause (B) above, the applicable 144A Global Note, and in the case of clause (C) above, the applicable Regulation S Global Note. 

(ii) Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted Definitive Note
may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if:

 (A) such exchange or transfer is effected pursuant to a Registered Exchange Offer 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, makes any and all certifications required in the applicable letter of transmittal (or is deemed to have made such certifications if
delivery is made through the Applicable Procedures) as may be required by such Registration Rights Agreement; 

  
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 (B) such transfer is effected pursuant to a Shelf Registration Statement;

 (C) such transfer is effected by a broker-dealer pursuant to an Exchange Offer Registration Statement; or

 (D) the Registrar receives the following: 

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

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

and, in each such case set forth in this subparagraph (D), an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such
exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. 

Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(ii), the Trustee shall cancel the Definitive
Notes and increase or cause to be increased in a corresponding amount pursuant to Section 2.06(g) the aggregate principal amount of the Unrestricted Global Note. 
 (iii) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may exchange such Note for a beneficial interest in an
Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a written request for such an exchange or transfer,
the Trustee shall cancel the applicable Unrestricted Definitive Note and increase or cause to be increased in a corresponding amount pursuant to Section 2.06(g) 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 subparagraph (ii)(B), (ii)(D) or
(iii) above at a time when an Unrestricted Global Note has not yet been issued, the Issuer shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more
Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred. 

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

(i) Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred
to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following: 
 (A) if the transfer will be made to a QIB in accordance with Rule 144A, then the transferor must deliver a certificate substantially in the form of Exhibit B hereto, including the
certifications in item (1) thereof; 

  
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 (B) if the transfer will be made pursuant to Rule 903 or Rule 904, then the
transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; or 
 (C) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of
Exhibit B hereto, including the certifications required by item (3) thereof, if applicable. 

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

(A) such exchange or transfer is effected pursuant to a Registered Exchange Offer 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, makes any and all certifications required in the applicable letter of transmittal (or is deemed to have made such certifications if delivery is
made through the Applicable Procedures) as may be required by such Registration Rights Agreement; 
 (B) such
transfer is effected pursuant to a Shelf Registration Statement; 
 (C) such transfer is effected by a
broker-dealer pursuant to an Exchange Offer Registration Statement; or 
 (D) the Registrar receives the
following: 
 (1) if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an
Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or 

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

and, in each such case set forth in this subparagraph (D), an Opinion of Counsel in form reasonably acceptable to the Registrar to the
effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.


  
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 (iii) Unrestricted Definitive Notes to Unrestricted Definitive Notes.
A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a written request to register such a transfer, the Registrar shall register the
Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof. 
 (f) Legends. The following legends
shall appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture: 

(i) Private Placement Legend. 

(A) Except as permitted by subparagraphs (B), (C) and (D) 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 SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND,
ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED
INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFF-SHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT OR (C) IT IS AN
ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT (AN “ACCREDITED INVESTOR”), (2) AGREES THAT IT WILL NOT WITHIN ONE YEAR AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY RESELL OR
OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE ISSUER OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES
TO AN ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO TEH RESTRICTIONS ON TRANSFER OF
THIS SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS SECURITY), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) PURSUANT TO THE
EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE ISSUER SO
REQUESTS), OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT


  
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OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY WITHIN ONE YEAR AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR, THE HOLDER
MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE ISSUER SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER
THE SECURITIES ACT.” 
 (B) Notwithstanding the foregoing, any Global Note or Definitive Note issued
pursuant to subparagraph (b)(iv), (c)(iii), (c)(iv), (d)(ii), (d)(iii), (e)(ii) or (e)(iii) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) shall not bear the Private Placement Legend. 

(C) After a transfer of any Initial Notes during the period of the effectiveness of a Shelf Registration Statement with
respect to such Initial Notes, all requirements pertaining to the Private Placement Legend on such Initial Notes shall cease to apply and the requirements that any such Initial Notes be issued in global form shall continue to apply. 

(D) Upon the consummation of a Registered Exchange Offer with respect to the Initial Notes pursuant to which Holders of
such Initial Notes are offered Exchange Notes in exchange for their Initial Notes, all requirements pertaining to Initial Notes that Initial Notes be issued in global form shall continue to apply, and Exchange Notes in global form without the
Private Placement Legend shall be available to Holders that exchange such Initial Notes in such Registered Exchange Offer. 
 (ii) Global Note Legend. Each Global Note shall bear a legend in substantially the following form: 
 “THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY
PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06(g) OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION
2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE
ISSUER. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR 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


  
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NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.” 

IN THE CASE OF THE REGULATION S GLOBAL NOTE: “BENEFICIAL INTERESTS IN A RULE 144A GLOBAL NOTE MAY BE TRANSFERRED TO A PERSON WHO
TAKES DELIVERY IN THE FORM OF AN INTEREST IN THE REGULATION S GLOBAL NOTE, WHETHER BEFORE OR AFTER THE EXPIRATION OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD, ONLY IF THE TRANSFEROR FIRST DELIVERS TO THE TRUSTEE A WRITTEN CERTIFICATE (IN THE FORM
ATTACHED TO THIS CERTIFICATE) TO THE EFFECT THAT SUCH TRANSFER IS BEING MADE IN ACCORDANCE WITH RULE 903 OR 904 OF REGULATION S OR RULE 144 (IF AVAILABLE).” 
 (g) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has
been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be returned to or retained and canceled by the Trustee in accordance with Section 2.11 hereof. At any time prior to such cancellation, if any
beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such
Global Note shall be reduced accordingly and, if the Registrar and the Trustee are not the same entity, notice to the Trustee of such exchange or transfer an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the
direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, the aggregate principal
amount of such other Global Note shall be increased in a corresponding amount pursuant to this Section 2.06(g) and if the Registrar and the Trustee are not the same entity, notice to the Trustee of such exchange or transfer an endorsement shall
be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase. 
 (h)
General Provisions Relating to Transfers and Exchanges. 
 (i) To permit registrations of transfers and exchanges, the
Issuer shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s written request. 

  
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 (ii) No service charge shall be made to a holder of a beneficial interest in a Global Note
or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuer or the Trustee may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other
than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.07, 2.10, 3.06, 3.09, 4.10, 4.14 and 9.05 hereof). 
 (iii) Neither the Registrar nor the Issuer shall be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being
redeemed in part. 
 (iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global
Notes or Definitive Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or
exchange. 
 (v) The Issuer shall not be required (A) to issue, to register the transfer of or to exchange any Notes during
a period beginning at the opening of business 15 days before the day of the sending of a notice of redemption of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day such notice was sent, (B) to
register the transfer of or to exchange any Note so selected for redemption or tendered (and not withdrawn) for repurchase in connection with a Change of Control Offer or an Asset Sale Offer in whole or in part, except the unredeemed portion of any
Note being redeemed in part or (C) to register the transfer of or to exchange a Note between a Record Date and the next succeeding Interest Payment Date. 
 (vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuer may deem and treat the Person in whose name any Note is registered as the absolute owner
of such Note for the purpose of receiving payment of principal of (and premium, if any) and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuer shall be affected by notice to the contrary. 

(vii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to
Section 4.02 hereof, the Issuer shall execute, and the Trustee shall authenticate and mail, in the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like
aggregate principal amount. 
 (viii) At the option of the Holder, subject to Section 2.06(a), Notes may be exchanged for
other Notes of any authorized denomination or denominations of a like aggregate principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the
Issuer shall execute, and the Trustee shall authenticate and mail, the replacement Global Notes and Definitive Notes to which the Holder making the exchange is entitled in accordance with the provisions of Section 2.02 hereof. 

(ix) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this
Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile or electronically (in PDF format). 
 (x) 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 Note (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence
as are 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. 

  
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 Neither the Trustee nor any Trustee agent shall have any responsibility or liability for any
actions taken or not taken by the Depositary. 
  

	Section 2.07	Replacement Notes. 

 If
any mutilated Note is surrendered to the Trustee, the Registrar or the Issuer and the Trustee receives evidence to their satisfaction of the ownership and destruction, loss or theft of any Note, the Issuer shall issue and the Trustee, upon receipt
of an Authentication Order, shall authenticate a replacement Note if the Trustee’s requirements are met. An indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Issuer to protect the Issuer,
the Trustee, the Registrar and the Paying Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. At the Issuer’s request, such Holder shall reimburse the Issuer for its expenses in replacing a Note.

 Every replacement Note issued in accordance with this Section 2.07 is a contractual obligation of the Issuer and shall
be entitled to all of the benefits of this Indenture equally and proportionately with all other 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 Issuer or an Affiliate of the Issuer holds the Note.

 If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof
satisfactory to it that the replaced Note is held by a bona fide purchaser. 
 If the principal amount of any Note is considered
paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue. 
 If the Paying Agent
(other than the Issuer, 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 shall be deemed to be no longer outstanding
and shall cease to accrue interest. 
  

	Section 2.09	Treasury Notes. 

 In
determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Issuer, or by any Affiliate of the Issuer shall be considered as though not outstanding, except that for
the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. Notes so owned which
have been pledged in good faith shall not be disregarded if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right to deliver any such direction, waiver or consent with respect to the pledged Notes and that the pledgee
is not the Issuer or any obligor upon the Notes or any Affiliate of the Issuer or of such other obligor. 

  
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	Section 2.10	Temporary Notes. 

 Until
certificates representing Notes are ready for delivery, the Issuer may prepare and the Trustee, upon receipt of an Authentication Order, shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of certificated Notes but
may have variations that the Issuer consider appropriate for temporary Notes. Without unreasonable delay, the Issuer shall prepare and the Trustee shall authenticate definitive Notes in exchange for temporary Notes. 

Holders and beneficial holders, as the case may be, of temporary Notes shall be entitled to all of the benefits accorded to Holders, or
beneficial holders, respectively, of Notes under this Indenture. 
  

	Section 2.11	Cancellation. 

 The Issuer
at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee or, at the direction of the
Trustee, the Registrar or the Paying Agent and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall dispose of cancelled Notes in accordance with its customary
procedures (subject to the record retention requirement of the Exchange Act). The Issuer 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 Issuer defaults in a payment of interest on the Notes, the Issuer shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest to the Persons who are Holders on a special record
date, which may be after the existing record date, in each case at the rate provided in the Notes and in Section 4.01 hereof. The Issuer shall notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note
and the date of the proposed payment. The Trustee shall fix or cause to be fixed each such special record date and payment date; provided that no such special record date shall be less than 10 days prior to the related payment date for such
defaulted interest. The Trustee shall promptly notify the Issuer of such special record date and in any event at least 20 days before such special record date. At least 15 days before the special record date, the Issuer (or, upon the written request
of the Issuer, the Trustee in the name and at the expense of the Issuer) shall send or cause to be sent, via electronic transmission or by first-class postage prepaid, to each Holder a notice at his or her address as it appears in the Note Register
that states the special record date, the related payment date and the amount of such interest to be paid. 
 Subject to the
foregoing provisions of this Section 2.12 and for greater certainty, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to interest accrued and
unpaid, and to accrue, which were carried by such other Note. 
  

	Section 2.13	CUSIP or ISIN Numbers. 


The Issuer in issuing the Notes may use CUSIP and/or ISIN numbers (if then generally in use) and, if so, the Trustee shall use CUSIP
and/or ISIN numbers in notices, including notices of redemption, exchange or offers to purchase as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either
as printed on the Notes or as contained in any notice and that reliance may be placed only on the other identification numbers printed on the Notes, and any related redemption, exchange or offers to purchase shall not be affected by any defect


  
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in or omission of such numbers. The Issuer will as promptly as practicable notify the Trustee in writing of any change in the CUSIP and/or ISIN numbers. Additional Notes issued under this
Indenture may have the same or differing CUSIP and/or ISIN numbers as those given to the Initial Notes or the Exchange Notes. 
  

	Section 2.14	Additional Interest. 

 In
the event that the Issuer is required to pay Additional Interest to holders of Notes pursuant to the Registration Rights Agreement, the Issuer will provide written notice (“Additional Interest Notice”) to the Trustee of its obligation to
pay Additional Interest 15 days prior to the proposed payment date for the Additional Interest to the extent reasonably practicable, but in no event later than five Business Days prior to such proposed payment date, and the Additional Interest
Notice shall set forth the amount of Additional Interest to be paid by the Issuer on such payment date. The Trustee shall not at any time be under any duty or responsibility to any holder of Notes to determine the Additional Interest, or with
respect to the nature, extent, or calculation of the amount of Additional Interest owed, or with respect to the method employed in such calculation of the Additional Interest. 
 ARTICLE III 
 REDEMPTION 

 

	Section 3.01	Notices To Trustee. 

 If
the Issuer elects to redeem Notes pursuant to Section 3.07 hereof, it shall furnish to the Trustee, at least 15 days before notice of redemption is required to be sent or caused to be sent to Holders pursuant to Section 3.03 hereof but not
more than 60 days before a Redemption Date, an Officer’s Certificate setting forth (i) the paragraph or subparagraph of such Note and/or Section of this Indenture pursuant to which the redemption shall occur, (ii) the Redemption Date,
(iii) the principal amount of the Notes to be redeemed and (iv) the redemption price. 
  

	Section 3.02	Selection of Notes To Be Redeemed or Purchased. 

 If less than all of the Notes are to be redeemed or purchased in an offer to purchase at any time, the Trustee shall select the Notes to be redeemed or purchased (a) if the Notes are listed on any
national securities exchange, in compliance with the requirements of the principal national securities exchange on which the Notes are listed; (b) on a pro rata basis to the extent practicable (or, in the case of Global Notes, the
Trustee will select Notes for redemption based on DTC’s method that most nearly approximates, a pro rata selection); or (c)by lot or such other similar method in accordance with the procedures of DTC. In the event of partial redemption
or purchase by lot, the particular Notes to be redeemed or purchased shall be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the redemption date by the Trustee from the outstanding Notes not previously
called for redemption or purchase. 
 The Trustee shall promptly notify the Issuer in writing of the Notes selected for
redemption or purchase and, in the case of any Note selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Notes and portions of Notes selected shall be in amounts of $2,000 or whole multiples of
$1,000 in excess of $2,000; no Notes of $2,000 or less can be redeemed in part, except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such Holder, even if not a multiple of
$1,000, shall be redeemed or purchased. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption or purchase also apply to portions of Notes called for redemption or purchase. 

  
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	Section 3.03	Notice of Redemption. 


Subject to Section 3.09 hereof, the Issuer shall send or cause to be sent by electronic delivery or first-class mail notices of
redemption at least 30 days but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at such Holder’s registered address, except that redemption notices may be sent more than 60 days prior to a redemption date
if the notice is issued in connection with Article 8 or Article 11 hereof. Except as provided for in Section 3.07(c), notices of redemption may not be conditional. 
 The notice shall identify the Notes (including the CUSIP and ISIN numbers) to be redeemed and shall state: 
 (a) the Redemption Date; 
 (b) the redemption price; 

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

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

 (f) that, unless the Issuer defaults in making such redemption payment, interest on Notes called for
redemption ceases to accrue on and after the Redemption Date; 
 (g) the paragraph or subparagraph of the Notes
and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed; and 
 (h)
that no representation is made as to the correctness or accuracy of the CUSIP or ISIN number, if any, listed in such notice or printed on the Notes. 
 At the Issuer’s request, the Trustee shall give the notice of redemption in the Issuer’s name and at its expense; provided that the Issuer shall have delivered to the Trustee, at least 15
days before notice of redemption is required to be sent or caused to be sent to Holders pursuant to this Section 3.03 (unless a shorter notice shall be agreed to by the Trustee but in no event less than 30 days), an Officer’s Certificate
requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph. 
  

	Section 3.04	Effect of Notice of Redemption. 

 Once notice of redemption is sent in accordance with Section 3.03 hereof, Notes called for redemption become irrevocably due and payable on the Redemption Date at the redemption price, subject to one
or more conditions precedent to the extent permitted under this Indenture. The notice, if sent in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. In any case, failure to
give such notice or any defect in the notice to the Holder of any Note designated for redemption in whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. Subject to Section 3.05 hereof, on and
after the Redemption Date, interest ceases to accrue on Notes or portions of Notes called for redemption. 

  
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	Section 3.05	Deposit of Redemption or Purchase Price. 

 Prior to 11:00 a.m. (New York City time) on the redemption or purchase date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption or purchase price of
and accrued and unpaid interest on all Notes to be redeemed or purchased on that date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the
amounts necessary to pay the redemption price of, and accrued and unpaid interest on, all Notes to be redeemed or purchased. 

If the Issuer complies with the provisions of the preceding paragraph, on and after the redemption or purchase date, interest shall cease
to accrue on the Notes or the portions of Notes called for redemption or purchase. Redemption amounts shall only be paid upon presentation and surrender of any such Notes to be redeemed. If a Note is redeemed or purchased on or after a Record Date
but on or prior to the related Interest Payment Date, then any accrued and unpaid interest to the redemption or purchase date shall be paid to the Person in whose name such Note was registered at the close of business on such Record Date. If any
Note called for redemption or purchase shall not be so paid upon surrender for redemption or purchase because of the failure of the Issuer to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption or
purchase date until such principal is paid, and to the extent lawful on any interest accrued to the redemption or purchase date not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof.

 Payment of the redemption price and performance of the Issuer’s obligations in connection with any redemption may be
performed by another Person. 
  

	Section 3.06	Notes Redeemed or Purchased in Part. 

 Upon surrender of a Note that is redeemed or purchased in part, the Issuer shall issue and the Trustee shall authenticate for the Holder at the expense of the Issuer a new Note equal in principal amount
to the unredeemed or unpurchased portion of the Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000
in excess of $2,000. It is understood that, notwithstanding anything in this Indenture to the contrary, only an Authentication Order and not an Opinion of Counsel or Officer’s Certificate is required for the Trustee to authenticate such new
Note. 
  

	Section 3.07	Optional Redemption. 

 (a)
At any time prior to June 1, 2014, the Issuer may redeem all or a part of the Notes, upon prior notice as provided in Section 3.03, 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”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the
relevant Interest Payment Date. 
 (b) On and after June 1, 2014, the Issuer may redeem the Notes, in whole or in part,
upon prior notice as provided in Section 3.03, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon and Additional Interest, if any, to the
applicable Redemption Date, subject to the right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on June 1 of each of
the years indicated below: 
  

					
	 Year
	  	Percentage	 
	 2014
	  	 	106.188	% 
	 2015
	  	 	104.125	% 
	 2016
	  	 	102.063	% 
	 2017 and thereafter
	  	 	100.000	% 


  
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 (c) Until June 1, 2014, the Issuer may, at its option, on one or more occasions, redeem
up to 35% of the aggregate principal amount of Notes at a redemption price equal to 108.25% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date,
subject to the right of Holders of Notes of record on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds of one or more Equity Offerings; provided that at least 50% of the sum of
the original aggregate principal amount of Notes issued under this Indenture and the original principal amount of any Additional Notes issued under this Indenture after the Issue Date remains outstanding immediately after the occurrence of each such
redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any
such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. 

 

	Section 3.08	Mandatory Redemption. 


The Issuer shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes. However, the Issuer may
at any time and from time to time purchase Notes in the open market or otherwise. 
  

	Section 3.09	Offers To Repurchase by Application of Excess Proceeds. 

 (a) In the event that, pursuant to Section 4.10 hereof, the Issuer shall be required to commence an Asset Sale Offer, it shall follow the procedures specified below. 

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

(d) Upon the commencement of an Asset Sale Offer, the Issuer shall send or cause to be sent, by first-class mail or electronic delivery,
a notice to each of the Holders, with a copy to the Trustee. 

  
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The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and,
if required, holders of Pari Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer, shall state: 
 (i) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open; 

(ii) the Offer Amount, the purchase price and the Purchase Date; 

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

(iv) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale
Offer shall cease to accrue interest after the Purchase Date; 
 (v) that Holders electing to have a Note
purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in a minimum amount of $2,000, or integral multiples of $1,000 in excess thereof; 
 (vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached
to the Note completed, or transfer such Note by book-entry transfer, to the Issuer, the Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; 

(vii) that Holders shall be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the
case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is
withdrawing his election to have such Note purchased; 
 (viii) that, if the aggregate principal amount of Notes
and Pari Passu Indebtedness surrendered by the holders thereof exceeds the Offer Amount, the Trustee shall select the Notes and such Pari Passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount
of the Notes or such Pari Passu Indebtedness tendered (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in a minimum amount of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and

 (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount
to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased. 
 (e) On or before the Purchase Date, the Issuer shall, to the extent lawful, (1) accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof
validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered and (2) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s
Certificate stating the aggregate principal amount of Notes or portions thereof so tendered. 

  
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 (f) The Issuer, the Depositary or the Paying Agent, as the case may be, shall promptly mail
or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon receipt of an
Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary except the Officer’s
Certificate required under Section 3.09(e), no Opinion of Counsel or Officer’s Certificate is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note
surrendered representing the same indebtedness to the extent not repurchased; provided that each such new Note shall be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. Any Note not so accepted
shall be promptly mailed or delivered by the Issuer to the Holder thereof. If required by applicable law, the Issuer shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date. 

Other than as specifically provided in this Section 3.09 or Section 4.10 hereof, any purchase pursuant to this
Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof. 
 ARTICLE IV

 COVENANTS 
  

	Section 4.01	Payment of Notes. 

 The
Issuer shall pay or cause to be paid the principal of, premium, if any, and interest on the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest shall be considered paid on the date due if the Paying
Agent, if other than the Issuer or a Subsidiary, holds as of 11:00 a.m. New York City time on the due date money deposited by the Issuer in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and
interest then due. Such Paying Agent shall, upon written request by the Issuer, return to the Issuer promptly, and in any event no later than five Business Days following such request, any money that exceeds such amount of principal, premium, if
any, and interest paid on the Notes. If a payment date is not a Business Day, payment may be made on the next succeeding date that is a Business Day. 
 The Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to the then applicable interest rate on the Notes to the
extent lawful; and shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace period) at the same rate to the extent lawful.

  

	Section 4.02	Maintenance of Office or Agency. 

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

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

	Section 4.03	Reports and Other Information. 

 (a) Whether or not required by the SEC, so long as any Notes are outstanding, the Issuer will furnish to the Trustee and the Holders, within the time periods specified in the SEC’s rules and
regulations (as in effect on the Issue Date) for non-accelerated filers: 
 (1) all quarterly and annual
financial information that would be required to be contained in a filing by a non-accelerated filer with the SEC on Forms 10-Q and 10-K (or any successor or comparable forms) if the Issuer were required to file such forms, including a
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Issuer’s certified independent
accountants; and 
 (2) all current reports that would be required to be filed with the SEC on Form 8-K if the
Issuer were required to file such reports; 
 provided, that (I) the Issuer may provide its (x) quarterly report for the
quarter ended April 30, 2011, 45 days after the time period specified in the SEC’s rules and regulations, (y) quarterly report for the quarter ending July 31, 2011, 45 days after the time period specified in the SEC’s rules
and regulations and (z) quarterly report for the quarter ending October 31, 2011, 30 days after the time period specified in the SEC’s rules and regulations (each such deadline extension period described in clauses (x), (y) and
(z), the “Extension Period”), (II) the Issuer shall not be required to provide any reports pursuant to clause (2) above prior to the earliest of (i) the date it first files an Exchange Offer or Shelf Registration Statement
pursuant to the Registration Rights Agreement and (ii) the deadline for filing an Exchange Offer Registration Statement pursuant to the Registration Rights Agreement and (III) prior to the earliest of (i) the date the Issuer first files an
Exchange Offer or Shelf Registration Statement pursuant to the Registration Rights Agreement and (ii) the deadline for filing an Exchange Offer Registration Statement pursuant to the Registration Rights Agreement, the reports described in
clause (1) above will not be required to (A) include financial information contemplated by Rule 3-10 of Regulation S-X promulgated by the SEC provided that the Issuer shall include disclosure relating to the assets, liabilities, net
revenues and Adjusted EBITDA (as defined in the Offering Memorandum) of the non-Guarantor Subsidiaries of the Issuer in a manner consistent in all material respects with such information provided for in the Offering Memorandum and (B) provide
the exhibits required by the reports described in clauses (1) and (2) of this Section 4.03(a), other than exhibits consisting of financial statements, other financial information or financial schedules. 

In addition, whether or not required by the SEC, the Issuer will file a copy of all of the information and reports referred to in clause
(1) and (2) of this Section 4.03(a) with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to
securities analysts and prospective investors upon request. The Issuer will be deemed to have furnished to the Holders the reports referred to in clauses (1) and (2) of this Section 4.03(a) if the Issuer has either (i) filed such
reports with the SEC (and such 

  
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reports are publicly available) or (ii) posted such reports on the Issuer Website and issued a press release announcing such posting; provided that the Trustee shall have no obligation
whatsoever to determine if such filing or posting has been made. For purposes of this covenant, the term “Issuer Website” means the collection of web pages that may be accessed on the World Wide Web using the URL address
http://www.bakercorp.com or such other address as the Issuer may from time to time designate in writing to the Trustee. The information on the Issuer Website will not otherwise be deemed information being delivered to the Trustee. Until such time as
either the Exchange Offer Registration Statement or Shelf Registration Statement provided for in the Registration Rights Agreement shall have been declared effective by the SEC, the Issuer shall also (i) not later than ten days after the date
on which the annual and quarterly reports required by clause (1) of this Section 4.03(a) hereof are provided to Holders, hold a live conference call (including a customary question-and-answer session for investors) in order to discuss such
information and results of operations for the relevant reporting period and (ii) no fewer than three Business Days prior to the date of the conference call required to be held in accordance with clause (i), issue a press release to the
appropriate internationally recognized wire services announcing the date that such information will be made available or the time and date of such conference call and directing Holders, prospective investors and securities analysts to contact the
investor relations office of the Issuer to obtain such information or access such conference call. In addition, the Issuer has agreed that, for so long as any Notes remain outstanding, it will furnish to Holders and to securities analysts and
prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. 
 In addition, if at any time any direct or indirect parent company of the Issuer becomes a guarantor of the Notes (there being no obligation of such parent to do so), the reports, information and other
documents required to be filed and furnished to the Holders pursuant to this covenant may, at the option of the Issuer, be filed by and be those of such parent rather than the Issuer; provided that, the same is accompanied by consolidating
information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Issuer and its Restricted Subsidiaries on a standalone basis, on the other hand.

 In addition, the report requirements described in the first paragraph above shall be deemed satisfied prior to the
commencement, if required, of the Exchange Offer contemplated by the Registration Rights Agreement relating to the Notes or the effectiveness of the Shelf Registration Statement by the filing with the SEC of the Exchange Offer Registration Statement
and/or Shelf Registration Statement in accordance with the provisions of such Registration Rights Agreement, and any amendments thereto, if such Registration Statement and/or amendments thereto are filed at times that otherwise satisfy the time
requirements set forth in the first paragraph of this Section 4.03(a). For the avoidance of doubt, this Section 4.03 will not require the Issuer or the Restricted Subsidiaries to provide or file any information pursuant to the
Sarbanes-Oxley act of 2002 and the related rules and regulations of the SEC that would not otherwise be applicable to them. 

Delivery of such reports, information and documents to the Trustee 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 Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to
rely exclusively on Officers’ Certificates). 
  

	Section 4.04	Compliance Certificate. 


(a) The Issuer and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) shall deliver to the
Trustee, within 120 days after the end of each fiscal 

  
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year ending after the Issue Date, a certificate from the principal executive officer, principal financial officer or principal accounting officer stating that a review of the activities of the
Issuer and the Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officer with a view to determining whether the Issuer has kept, observed, performed and fulfilled its obligations under this
Indenture, and further stating, as to such Officer signing such certificate, that to the best of his or her knowledge the Issuer has, during such fiscal year, kept, observed, performed and fulfilled each and every condition and covenant contained in
this Indenture and is not in default in the performance or observance of any of the terms, provisions, covenants and conditions of this Indenture (or, if a Default shall have occurred and be continuing, describing all such Defaults of which he or
she may have knowledge and what action the Issuer is taking or proposes to take with respect thereto). 
 (b) The Issuer shall
within 10 days after the Issuer becomes aware that any Default has occurred and is continuing deliver to the Trustee by registered or certified mail or by facsimile transmission an Officer’s Certificate specifying such event and what action the
Issuer proposes to take with respect thereto. 
  

	Section 4.05	Taxes. 

 The Issuer shall
pay or discharge, and shall cause each of the Restricted Subsidiaries to pay or discharge, prior to delinquency, all material taxes, material lawful assessments, and material governmental levies except such as are being contested in good faith and
by appropriate actions or where the failure to effect such payment or discharge would not reasonably be expected to be adverse in any material respect to the Holders of the Notes. 

 

	Section 4.06	Stay, Extension and Usury Laws. 

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

	Section 4.07	Limitation on Restricted Payments. 

 (a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: 
 (I) declare or pay any dividend or make any payment or distribution on account of the Issuer’s or any of its Restricted Subsidiaries’ Equity Interests, including any dividend or distribution
payable in connection with any merger or consolidation other than: 
 (A) dividends, payments or distributions by
the Issuer payable solely in Equity Interests (other than Disqualified Stock) of the Issuer; or 
 (B) dividends,
payments or distributions by a Restricted Subsidiary so long as, in the case of any dividend, payment or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary that is not a wholly-owned
Subsidiary of the Issuer, the Issuer or a Restricted Subsidiary receives at least its pro rata share of such dividend, payment or distribution in accordance with its Equity Interests in such class or series of securities; 

  
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 (II) purchase, redeem, defease or otherwise acquire or retire for value any
Equity Interests of the Issuer or any direct or indirect parent of the Issuer, including in connection with any merger or consolidation; 
 (III) make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value or give any irrevocable notice of redemption with respect thereto, in each case, prior to any
scheduled repayment, sinking fund payment or maturity, any Subordinated Indebtedness, other than: 
 (A)
Indebtedness permitted under clauses (7) and (8) of Section 4.09(b) hereof; or 
 (B) the
purchase, repurchase or other acquisition of Subordinated Indebtedness purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase
or acquisition; or 
 (C) the giving of an irrevocable notice of redemption with respect to the transactions
described in clauses (2) and (3) of Section 4.07(b); or 
 (IV) make any Restricted Investment
(all such payments and other actions set forth in clauses (I) through (IV) above being collectively referred to as “Restricted Payments”), unless, at the time of such Restricted Payment: 

(1) no Default shall have occurred and be continuing or would occur as a consequence thereof; 

(2) immediately after giving effect to such transaction on a pro forma basis, the Issuer could incur $1.00 of
additional Indebtedness under Section 4.09(a) hereof; and 
 (3) such Restricted Payment, together with the
aggregate amount of all other Restricted Payments made by the Issuer and its Restricted Subsidiaries after the Issue Date (including Restricted Payments permitted by clauses (1), (10) and (15) of Section 4.07(b) hereof, but excluding
all other Restricted Payments permitted by Section 4.07(b) hereof), is less than the sum of (without duplication): 
 (a) 50% of the Consolidated Net Income of the Issuer for the period (taken as one accounting period) beginning February 1, 2011, to the end of the Issuer’s most recently ended fiscal quarter for
which internal financial statements are available at the time of such Restricted Payment, or, in the case such Consolidated Net Income for such period is a deficit, minus 100% of such deficit; plus 

(b) 100% of the aggregate net cash proceeds and the fair market value of marketable securities or other property received
by the Issuer since immediately after the Issue Date from the sale of: 
 (i) Equity Interests of the Issuer,
including Treasury Capital Stock (as defined below), but excluding cash proceeds and the fair market 

  
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value of marketable securities or other property received from the sale of Equity Interests to members of management, directors or consultants of the Issuer, any direct or indirect parent company
of the Issuer and the Issuer’s Subsidiaries after the Issue Date to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of Section 4.07(b) hereof; or 

(ii) debt securities of the Issuer that have been converted into or exchanged for such Equity Interests of the Issuer;

 provided, however, that this clause (b) shall not include the proceeds (W) from Equity Interests or
convertible debt securities of the Issuer sold to a Restricted Subsidiary, as the case may be, (X) from Disqualified Stock or debt securities that have been converted into Disqualified Stock, (Y) from Excluded Contributions or
(Z) to the extent used to incur Indebtedness pursuant to Section 4.09(b)(20); plus 
 (c) 100%
of the aggregate amount of cash and the fair market value of marketable securities or other property contributed to the capital of the Issuer following the Issue Date (other than (i) by a Restricted Subsidiary, (ii) any Excluded
Contribution and (iii) to the extent used to incur Indebtedness pursuant to Section 4.09(b)(20)); plus 
 (d) 100% of the aggregate amount received in cash and the fair market value of marketable securities or other property received by means of: 

(i) the sale or other disposition (other than to the Issuer or a Restricted Subsidiary) of Restricted Investments made by
the Issuer or its Restricted Subsidiaries and repurchases and redemptions of such Restricted Investments from the Issuer or its Restricted Subsidiaries and repayments of loans or advances, and releases of guarantees, which constitute Restricted
Investments by the Issuer or its Restricted Subsidiaries, in each case after the Issue Date; or 
 (ii) the sale
(other than to the Issuer or a Restricted Subsidiary) of the stock of an Unrestricted Subsidiary (other than to the extent the Investment in such Unrestricted Subsidiary constituted a Permitted Investment) or a dividend or distribution from an
Unrestricted Subsidiary after the Issue Date; plus 
 (e) in the case of the redesignation of an
Unrestricted Subsidiary as a Restricted Subsidiary after the Issue Date, the fair market value of the Investment in such Unrestricted Subsidiary at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary, other than
an Unrestricted Subsidiary to the extent the Investment in such Unrestricted Subsidiary constituted a Permitted Investment. 
 (b) The foregoing provisions shall not prohibit: 
 (1) the payment
of any dividend or distribution or the consummation of any irrevocable redemption within 60 days after the date of declaration thereof or the giving of the irrevocable redemption notice, as applicable, if at the date of declaration or notice such
payment would have complied with the provisions of this Indenture; 

  
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 (2) the redemption, repurchase, retirement or other acquisition of any
Equity Interests of the Issuer (“Treasury Capital Stock”) or Subordinated Indebtedness of the Issuer or a Guarantor in exchange for, or out of the proceeds of a sale (other than to a Restricted Subsidiary) within 60 days thereof of,
Equity Interests of the Issuer (in each case, other than any Disqualified Stock); provided that the amount of any proceeds that are utilized for any such redemption, repurchase, retirement or other acquisition shall be excluded from clauses
(b) and (c) of the preceding paragraph; 
 (3) the redemption, repurchase, retirement, defeasance or
other acquisition of Subordinated Indebtedness of the Issuer or a Guarantor made in exchange for, or out of the proceeds of, a sale within 60 days thereof of, new Indebtedness of the Issuer or a Guarantor, as the case may be, which is incurred in
compliance with Section 4.09 hereof so long as: 
 (a) the principal amount (or accreted value, if
applicable) of such new Indebtedness does not exceed the principal amount of (or accreted value, if applicable), plus any accrued and unpaid interest on, the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired for value,
plus the amount of any reasonable premium paid (including reasonable tender premiums) and any reasonable fees and expenses incurred in connection with the issuance of such new Indebtedness; 

(b) such new Indebtedness is subordinated to the Notes or the applicable Guarantee at least substantially to the same
extent as such Subordinated Indebtedness so purchased, exchanged, redeemed, repurchased, acquired or retired for value; 
 (c) such new Indebtedness has a final scheduled maturity date equal to or later than either (i) the final scheduled maturity date of the Subordinated Indebtedness being so redeemed, repurchased,
acquired or retired or (ii) the date that is six months after the maturity date of the Notes; and 
 (d)
such new Indebtedness has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired; 

(4) a Restricted Payment to pay for the repurchase, retirement or other acquisition of Equity Interests of the Issuer held
by any future, present or former employee, director or consultant of the Issuer, any of its Subsidiaries or any of its direct or indirect parent companies; provided, however, that the aggregate Restricted Payments made under this
clause (4) do not exceed in any calendar year $5.0 million (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum (without giving effect to the following proviso) of
$10.0 million in any calendar year); provided, further, that such amount in any calendar year may be increased by an amount not to exceed: 
 (a) the cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of the Issuer to members of management, directors or consultants of the Issuer or any of its Subsidiaries that
occurs after the Issue Date, to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments by virtue of clause (3) of Section 4.07(a) hereof or clause
(8) of the definition of Permitted Investments; plus 

  
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 (b) the cash proceeds of key man life insurance policies received by the
Issuer or its Restricted Subsidiaries after the Issue Date; less 
 (c) the amount of any Restricted
Payments made in any prior calendar year pursuant to clauses (a) and (b) of this clause (4); 
 (5) the
declaration and payment of dividends to holders of any class or series of Disqualified Stock of the Issuer or any of its Restricted Subsidiaries issued in accordance with Section 4.09 hereof to the extent such dividends are included in the
definition of “Fixed Charges”; 
 (6) repurchases of Equity Interests deemed to occur upon exercise or
vesting of stock options, warrants or similar rights if such Equity Interests (i) represent all or a portion of the exercise price of such options or warrants or (ii) are surrendered in connection with satisfying any federal, state or
local income tax obligation (including any withholding in respect thereof) incurred in connection with such exercise or vesting; 
 (7) the repurchase, redemption or other acquisition for value of Equity Interests of the Issuer representing fractional shares of such Equity Interests in connection with a stock dividend, split or
combination or any merger, consolidation, amalgamation or other combination involving the Issuer; 
 (8) the
redemption, repurchase, retirement or other acquisition, in each case for nominal value per right, of any rights granted to all holders of Equity Interests of the Issuer pursuant to any stockholders’ rights plan adopted for the purpose of
protecting stockholders from unfair takeover tactics, provided that any such redemption, repurchase, retirement or other acquisition of such rights shall not be for the purpose of evading the limitations described under this
Section 4.07; 
 (9) payments or distributions to dissenting stockholders pursuant to applicable law in
connection with a merger, consolidation or transfer of all or substantially all of the Issuer’s property or assets that complies with this Indenture, provided that as a result of such merger, consolidation or transfer of all or
substantially all of the Issuer’s property or assets, the Issuer shall have made a Change of Control Offer or Asset Sale Offer and all Notes tendered by Holders in connection therewith shall have been repurchased, redeemed or acquired for
value; 
 (10) the declaration and payment of dividends on the Issuer’s common stock following the first
public offering of the Issuer’s common stock or the common stock of any of its direct or indirect parent companies after the Issue Date, of up to 6% per annum of the net proceeds received by or contributed to the Issuer in or from that or
any subsequent public offering, other than public offerings with respect to the Issuer’s common stock registered on Form S-4 or Form S-8; 
 (11) the declaration and payment of dividends or distributions by the Issuer to, or the making of loans to, its direct parent company or any indirect parent of the Issuer, in amounts sufficient for any
direct or indirect parent company of the Issuer to pay: 
 (a) any fees, taxes and expenses required to maintain
their corporate existence; 
 (b) for any taxable period for which the Issuer and/or any of its Subsidiaries are
members of a consolidated, combined, affiliated, unitary or similar tax group of which a direct or indirect parent of the Issuer is the common parent (a “Tax Group”), the 

  
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portion of any consolidated, combined, affiliated, unitary or similar tax of the Tax Group attributable to the Issuer and/or any of its Subsidiaries; provided that (i) the amount of
such dividends, distributions, loans or other payments for any taxable year shall not exceed the amount of such taxes that the Issuer and/or its Subsidiaries, as applicable, would have been required to pay had the Issuer and/or its Subsidiaries, as
applicable, been a standalone taxpayer or a stand-alone group and (ii) dividends, distributions, loans or other payments in respect of an Unrestricted Subsidiary shall be permitted only to the extent that cash distributions were made by such
Unrestricted Subsidiary to the Issuer or any of its Subsidiaries for such purpose; 
 (c) customary salary, bonus
and other benefits payable to officers and employees of any direct or indirect parent company of the Issuer to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of the Issuer and the Restricted
Subsidiaries; 
 (d) general corporate overhead expenses of any direct or indirect parent company of the Issuer
(including indemnification claims made by directors or officers of any direct or indirect parent company of the Issuer) to the extent such expenses are attributable to the ownership or operation of the Issuer and the Restricted Subsidiaries; and

 (e) reasonable fees and expenses incurred by such direct or indirect parent company of the Issuer in
connection with any unsuccessful debt or equity offering by such parent company, the Issuer or a Restricted Subsidiary of the Issuer or any unsuccessful acquisition by the Issuer or a Restricted Subsidiary; 

(12) Restricted Payments that are made with Excluded Contributions; 

(13) the payment of fees to the Sponsor or any of its Affiliates pursuant to the Management Agreement in effect on the
Issue Date or as such agreement may be amended in accordance with Section 4.11; 
 (14) other Restricted
Payments in an aggregate amount taken together with all other Restricted Payments made pursuant to this clause (14) not to exceed $35.0 million; and 
 (15) the repurchase, redemption retirement, defeasance or other acquisition of any Subordinated Indebtedness required in accordance with provisions applicable thereto similar to those described under
Sections 4.10 and 4.14; provided that all Notes tendered by Holders in connection with a Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed or acquired for value; 

provided, however, that at the time of, and after giving effect to, any Restricted Payment permitted under clause (14) of this
Section 4.07(b), no Default shall have occurred and be continuing or would occur as a consequence thereof. 
 (c) As of the
Issue Date, all of the Issuer’s Subsidiaries shall be Restricted Subsidiaries. The Issuer shall not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the last sentence of the definition of
“Unrestricted Subsidiary.” For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Issuer and its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so
designated shall be deemed to be Restricted Payments in an amount determined as set forth in the last sentence of the definition of “Investment.” Such designation shall be permitted only if a Restricted Payment and/or Permitted Investment


  
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in such amount would be permitted at such time pursuant to this Section 4.07(c) and/or the definition of “Permitted Investments,” and if such Subsidiary otherwise meets the
definition of an Unrestricted Subsidiary. Unrestricted Subsidiaries shall not be subject to any of the restrictive covenants set forth in this Indenture. 
 (d) In the event that a Restricted Payment or Permitted Investment meets the criteria of more than one of the types of Restricted Payments described in the above clauses (including, without limitation
Section 4.07(a)) or Permitted Investment described in the definition thereof, the Issuer, in its sole discretion, may classify or reclassify, such Restricted Payment or Permitted Investment in any manner that complies with this
Section 4.07 and such Restricted Payment or Permitted Investment shall be treated as having been made pursuant to only one of such clauses of this Section 4.07 or of the definition of “Permitted Investment.” 

 

	Section 4.08	Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. 

 (a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or
consensual restriction on the ability of any such Restricted Subsidiary to: 
 (1) (A) pay dividends or make any
other distributions to the Issuer or any of the Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or 

(B) pay any Indebtedness owed to the Issuer or any of the Restricted Subsidiaries; 

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

(3) sell, lease or transfer any of its properties or assets to the Issuer or any of the Restricted Subsidiaries.

 (b) except (in each case) for such encumbrances or restrictions existing under or by reason of: 

(1) contractual encumbrances or restrictions in effect on the Issue Date, including pursuant to the Senior Secured Credit
Facility and the related documentation; 
 (2) this Indenture and the Notes; 

(3) purchase money obligations and capital lease obligations for property acquired in the ordinary course of business that
impose restrictions of the nature discussed in clause (3) of this Section 4.08(a) on the property so acquired; 
 (4) applicable law or any applicable rule, regulation or order; 

(5) any agreement or other instrument of a Person acquired by the Issuer or any of its Restricted Subsidiaries in
existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the
property or assets of the Person and its Subsidiaries, so acquired; 

  
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 (6) contracts for the sale of assets, including customary restrictions with
respect to a Subsidiary of the Issuer pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, that impose restrictions on the assets to be sold;

 (7) Secured Indebtedness otherwise permitted to be incurred pursuant to Section 4.09 hereof and
Section 4.12 hereof that limit the right of the debtor to dispose of the assets securing such Indebtedness or place any restriction on the Issuer’s or its Restricted Subsidiaries’ use of the assets securing such Secured Indebtedness;

 (8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in
the ordinary course of business; 
 (9) other Indebtedness, Disqualified Stock or Preferred Stock of Foreign
Subsidiaries permitted to be incurred subsequent to the Issue Date pursuant to the provisions of Section 4.09 hereof that impose restrictions solely on Foreign Subsidiaries party thereto; 

(10) existing under, by reason of or with respect to customary provisions in joint venture operating or similar
agreements; 
 (11) customary provisions contained in leases or licenses of intellectual property and other
agreements, in each case, entered into in the ordinary course of business; 
 (12) contractual requirements of a
Receivables Subsidiary in connection with a Qualified Receivables Financing, provided that such restrictions apply only to such Receivables Subsidiary or the receivables that are subject to the Qualified Receivables Financing; 

(13) protective Liens filed in connection with a sale and leaseback transaction permitted under this Indenture;

 (14) any other agreement governing Indebtedness entered into after the Issue Date that contains encumbrances
and restrictions that are not materially more restrictive taken as a whole with respect to the Issuer or any Restricted Subsidiary than those in effect on the Issue Date pursuant to agreements in effect on the Issue Date; and 

(15) any encumbrances or restrictions of the type referred to in clauses (1), (2) and (3) of this
Section 4.08(a) imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (14) of
this Section 4.08(b); provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuer, not materially more restrictive
with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. 

 

	Section 4.09	Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. 


(a) The Issuer shall not, and shall not permit any of the Restricted Subsidiaries to, directly or indirectly, create, incur, issue,
assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any


  
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Indebtedness (including Acquired Indebtedness) and the Issuer shall not issue any shares of Disqualified Stock and shall not permit any Restricted Subsidiary to issue any shares of Disqualified
Stock or Preferred Stock; provided, however, that the Issuer may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired
Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, if the Fixed Charge Coverage Ratio on a consolidated basis for the Issuer and its Restricted Subsidiaries’ most recently ended four fiscal quarters for which
internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00, determined on a pro
forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of
proceeds therefrom had occurred at the beginning of such four-quarter period; provided that the amount of Indebtedness, Disqualified Stock and Preferred Stock that may be incurred or issued, as applicable, pursuant to the foregoing by
Restricted Subsidiaries that are not Guarantors shall not exceed $150.0 million at any one time outstanding. 
 (b) The
provisions of Section 4.09(a) hereof shall not apply to: 
 (1) the incurrence of Indebtedness under the
Credit Facilities by the Issuer or any of its Restricted Subsidiaries and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal
amount equal to the face amount thereof), up to an aggregate principal amount of $535.0 million outstanding at any one time, less the amount of Indebtedness then outstanding under clause (19); 

(2) the incurrence by the Issuer and any Guarantor of Indebtedness represented by the Notes (including any Guarantee)
other than any Additional Notes; 
 (3) Indebtedness of the Issuer and its Restricted Subsidiaries in existence
on the Issue Date (other than Indebtedness described in clauses (1) and (2) of this Section 4.09(b)); 
 (4) Indebtedness (including Capitalized Lease Obligations), Disqualified Stock and Preferred Stock incurred by the Issuer or any of its Restricted Subsidiaries to finance the purchase, lease,
construction, installation, repair or improvement of property (real or personal) or equipment (other than software) that is used or useful in a Similar Business, whether through the direct purchase of assets or the Capital Stock of any Person owning
such assets, in an aggregate principal amount, not to exceed at any time outstanding the greater of (x) $15.0 million and (y) 5.0% of Tangible Assets of the Issuer; 

(5) Indebtedness incurred by the Issuer or any of its Restricted Subsidiaries constituting reimbursement obligations with
respect to letters of credit issued in the ordinary course of business, including letters of credit in respect of workers’ compensation claims, unemployment insurance and other types of social security or property, casualty or liability
insurance or self-insurance, or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims; provided, however, that, upon the drawing of such letters of credit, such obligations are
reimbursed within 30 days following such drawing; 
 (6) Indebtedness arising from agreements of the Issuer or
its Restricted Subsidiaries providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Subsidiary, other than guarantees of
Indebtedness incurred by any Person acquiring all or any portion of such 

  
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business, assets or a Subsidiary for the purpose of financing such acquisition; provided, however, that the maximum assumable liability in respect of all such Indebtedness shall at
no time exceed the gross proceeds including non cash proceeds (the fair market value of such non cash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually received by the Issuer and its
Restricted Subsidiaries in connection with such disposition; 
 (7) Indebtedness of the Issuer to a Restricted
Subsidiary; provided that any such Indebtedness owing to a Restricted Subsidiary that is not a Guarantor is expressly subordinated in right of payment to the Notes; provided, further, that any subsequent issuance or transfer of
any Capital Stock or any other event which results in any such other Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Issuer or another Restricted Subsidiary or any
pledge of such Indebtedness constituting a Permitted Lien) shall be deemed, in each case, to be an incurrence of such Indebtedness not permitted by this clause (7); 

(8) Indebtedness of a Restricted Subsidiary to the Issuer or another Restricted Subsidiary; provided that if a
Guarantor incurs such Indebtedness to a Restricted Subsidiary that is not a Guarantor, such Indebtedness is expressly subordinated in right of payment to the Guarantee of the Notes of such Guarantor; provided further that any
subsequent issuance or transfer of any Capital Stock or any other event which results in any such other Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of any such Indebtedness (except to the Issuer or another
Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien) shall be deemed, in each case, to be an incurrence of such Indebtedness not permitted by this clause (8); 

(9) shares of Preferred Stock of a Restricted Subsidiary issued to the Issuer or another Restricted Subsidiary;
provided that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such other Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of
Preferred Stock (except to the Issuer or another of its Restricted Subsidiaries) shall be deemed in each case to be an issuance of such shares of Preferred Stock not permitted by this clause (9); 

(10) Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes) for the purpose of limiting
interest rate risk exchange rate risk or commodity pricing risk; 
 (11) obligations in respect of performance,
bid, appeal and surety bonds and completion guarantees provided by the Issuer or any of its Restricted Subsidiaries in the ordinary course of business; 
 (12) Indebtedness or Disqualified Stock of the Issuer and Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or any Restricted Subsidiary not otherwise permitted hereunder in an aggregate
principal amount or liquidation preference which, when aggregated with the principal amount and liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and incurred pursuant to this clause (12), does
not at any one time outstanding exceed $35.0 million; 
 (13) the incurrence by the Issuer or any Restricted
Subsidiary of the Issuer of Indebtedness, Disqualified Stock or Preferred Stock which serves to refund, replace or refinance any Indebtedness, Disqualified Stock or Preferred Stock incurred as permitted under Section 4.09(a)


  
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hereof and clauses (2), (3) and this clause (13) of this Section 4.09(b) or any Indebtedness, Disqualified Stock or Preferred Stock issued to so refund, replace or refinance
such Indebtedness, Disqualified Stock or Preferred Stock including additional Indebtedness, Disqualified Stock or Preferred Stock incurred to pay premiums (including tender premiums), defeasance costs and fees in connection therewith (the
“Refinancing Indebtedness”) prior to its respective maturity; provided, however, that such Refinancing Indebtedness: 
 (A) has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness, Disqualified
Stock or Preferred Stock being refunded or refinanced, 
 (B) to the extent such Refinancing Indebtedness
refinances (i) Indebtedness subordinated or pari passu to the Notes or any Guarantee thereof, such Refinancing Indebtedness is subordinated or pari passu to the Notes or the Guarantee at least to the same extent as the
Indebtedness being refinanced or refunded, or (ii) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness must be Disqualified Stock or Preferred Stock, respectively, and 

(C) shall not include: 
 (i) Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary of the Issuer that is not a Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of the Issuer; 

(ii) Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary of the Issuer, that is not a Guarantor that
refinances Indebtedness, Disqualified Stock or Preferred Stock of a Guarantor; or 
 (iii) Indebtedness,
Disqualified Stock or Preferred Stock of the Issuer or a Restricted Subsidiary that refinances Indebtedness, Disqualified Stock or Preferred Stock of an Unrestricted Subsidiary; 

(14) Indebtedness, Disqualified Stock or Preferred Stock, and any related earn-out obligations (whether constituting
Indebtedness as the time of such acquisition or thereafter) of (x) the Issuer or a Guarantor incurred to finance an acquisition or (y) Persons that are acquired by the Issuer or any Guarantor or merged into the Issuer or a Guarantor in
accordance with the terms of this Indenture; provided that after giving pro forma effect to such acquisition or merger, either 
 (a) the Issuer would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first sentence of this Section 4.09, or

 (b) the Fixed Charge Coverage Ratio of the Issuer and the Restricted Subsidiaries is greater than immediately
prior to such acquisition or merger; 
 (15) Indebtedness arising from the honoring by a bank or other financial
institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within five Business Days of its incurrence; 

  
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 (16) (a) any guarantee by the Issuer or a Restricted Subsidiary of
Indebtedness or other obligations of any Restricted Subsidiary so long as the incurrence of such Indebtedness incurred by such Restricted Subsidiary is permitted under the terms of this Indenture; or 

(b) any guarantee by a Restricted Subsidiary of Indebtedness of the Issuer; provided that such guarantee is
incurred in accordance with Section 4.15 hereof; 
 (17) Indebtedness of Foreign Subsidiaries of the Issuer
not to exceed at any one time outstanding and together with any other Indebtedness incurred under this clause (17) the greater of (x) $50.0 million and (y) 15.0% of the Tangible Assets of the Issuer; 

(18) Indebtedness of the Issuer or any of its Restricted Subsidiaries consisting of (i) the financing of insurance
premiums or (ii) take-or-pay obligations contained in supply arrangements, in each case, incurred in the ordinary course of business; 
 (19) Indebtedness incurred by a Receivables Subsidiary in a Qualified Receivables Financing that is not recourse to the Issuer or any Restricted Subsidiary other than a Receivables Subsidiary (except for
Standard Securitization Undertakings); and 
 (20) Indebtedness of the Issuer or any of its Restricted
Subsidiaries not to exceed at any one time outstanding, which, when aggregated with all other Indebtedness then outstanding that was incurred pursuant to this clause (20) does not exceed the net cash proceeds received by the Issuer since
immediately after the Issue Date from the issue or sale of its Equity Interests or from contributions to the capital of the Issuer (other than proceeds from Disqualified Stock, from sales to any Restricted Subsidiary of the Issuer, or that have been
applied to make Restricted Payments pursuant to the covenant described under Section 4.07 or to make Permitted Investments, pursuant to the definition hereof). 

(c) For purposes of determining compliance with this Section 4.09: 

(1) in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) meets the
criteria of more than one of the categories of permitted Indebtedness, Disqualified Stock or Preferred Stock described in clauses (1) through (20) of Section 4.09(b) hereof or is entitled to be incurred pursuant to
Section 4.09(a) hereof, the Issuer, in its sole discretion, shall classify or reclassify such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) and shall only be required to include the amount and type of such
Indebtedness, Disqualified Stock or Preferred Stock in one of the above clauses; provided that all Indebtedness outstanding under the Credit Facilities on the Issue Date shall be deemed to have been incurred on such date in reliance on
Section 4.09(b)(1) hereof; and 
 (2) at the time of incurrence, the Issuer shall be entitled to divide and
classify an item of Indebtedness in more than one of the types of Indebtedness described in Sections 4.09(a) and 4.09(b) hereof. 
 (d) Accrual of interest, the accretion of accreted value, the amortization of original issue discount, and the payment of interest or dividends in the form of additional Indebtedness, Disqualified Stock
or Preferred Stock, as applicable, the accretion of liquidation preference and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies will not be deemed to be an incurrence of
Indebtedness, Disqualified Stock or Preferred Stock for purposes of this Section 4.09. Guarantees of, or obligations in respect of letters of credit relating to, Indebtedness that are otherwise included in the determination of a particular
amount of Indebtedness shall not be 

  
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included in the determination of such amount of Indebtedness, provided that the incurrence of the Indebtedness represented by such guarantee or letter of credit, as the case may be, was in
compliance with this Section 4.09. 
 (e) For purposes of determining compliance with any U.S. dollar-denominated
restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was
incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause
the applicable U.S. dollar denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so
long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced plus the amount of any reasonable premium (including reasonable tender premiums), defeasance costs and any
reasonable fees and expenses incurred in connection with the issuance of such new Indebtedness. 
 (f) The Issuer shall not, and
shall not permit any Guarantor to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness) that is subordinated or junior in right of payment to any Indebtedness of the Issuer 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 Guarantee substantially to the extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of the Issuer or such
Guarantor, as the case may be. 
 (g) For purposes of this Indenture, (1) unsecured Indebtedness is not deemed to be
subordinated or junior to Secured Indebtedness merely because it is unsecured or (2) Indebtedness is not deemed to be subordinated or junior to any other Indebtedness merely because it has a junior or different priority with respect to the same
collateral. 
  

	Section 4.10	Asset Sales. 

 (a) The
Issuer shall not, and shall not permit any of the Restricted Subsidiaries to, cause, make or suffer to exist an Asset Sale, unless: 
 (1) the Issuer or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or
sold or otherwise disposed of; and 
 (2) except in the case of a Permitted Asset Swap, at least 75% of the
consideration therefor received by the Issuer or such Restricted Subsidiary, as the case may be, is in the form of (a) cash or Cash Equivalents (b) Replacement Assets or (c) any combination of the consideration specified in clauses
(a) and (b); provided that the amount of: 
 (A) any liabilities (as shown on the Issuer’s or
such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto) of the Issuer or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Notes and that are assumed by the transferee of
any such assets, 
 (B) any securities, notes or other obligations received by the Issuer or such Restricted
Subsidiary from such transferee that are converted by the Issuer or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of such Asset Sale,


  
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 (C) any Designated Non-cash Consideration received by the Issuer or any of
its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received since the date of this Indenture pursuant to this clause (C) that is at that time
outstanding, not to exceed the greater of (x) $35.0 million and (y) 4.0% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the fair market value of each item of Designated Non-cash Consideration
being measured at the time received and without giving effect to subsequent changes in value); and 
 (D) any
securities publicly-traded on a national securities exchange; 
 shall be deemed to be cash or Cash Equivalents for purposes of this provision
and for no other purpose. 
 (b) Within 365 days after the receipt of any Net Proceeds of any Asset Sale, the Issuer or such
Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale, 
 (1) to permanently
reduce: 
 (A) Secured Indebtedness under one or more Credit Facilities; 

(B) Obligations under Pari Passu Indebtedness (and to correspondingly reduce commitments with respect thereto);
provided that the Issuer shall equally and ratably (based on the aggregate principal amounts (or accreted value, as applicable)) reduce Obligations under the Notes as provided under Section 3.07 hereof, through open-market purchases (to
the extent such purchases are at or above 100% of the principal amount thereof) or by making an offer (in accordance with the procedures set forth under Section 4.10(c) hereof) to all Holders to purchase their Notes at or above 100% of the
principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the amount of Notes that would otherwise be prepaid; or 
 (C) Indebtedness of a Restricted Subsidiary that is not a Guarantor, other than Indebtedness owed to the Issuer or another Restricted Subsidiary; or 

(2) to make (a) an Investment in any one or more businesses operating or engaged in a Similar Business;
(provided that such Investment in any business is in the form of the acquisition of Capital Stock and results in the Issuer or another of its Restricted Subsidiaries, as the case may be, owning an amount of the Capital Stock of such business
such that it constitutes a Restricted Subsidiary), (b) capital expenditures or (c) acquisitions of other assets, in each of (b) and (c), used or useful in a Similar Business or that replace the businesses, properties and/or assets
that are the subject of such Asset Sale. 
 (c) Any Net Proceeds from the Asset Sale that are not invested or applied as
provided and within the time period set forth in Section 4.10(b) shall be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $25.0 million, the Issuer shall make an offer to all
Holders, and, if required by the terms of any Pari Passu Indebtedness, to the holders of such Pari Passu Indebtedness (an “Asset Sale Offer”), to purchase the maximum aggregate principal amount (or accreted value, as applicable) of
the Notes and such Pari Passu Indebtedness that is a minimum amount of $2,000 and in an integral multiple of $1,000 in excess thereof that may be purchased out of the 

  
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Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof (or accreted value, as applicable), plus accrued and unpaid interest and Additional Interest,
if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture. The Issuer will commence an Asset Sale Offer with respect to Excess Proceeds within 10 Business Days after the date that Excess
Proceeds exceed $25.0 million by sending the notice required pursuant to the terms of this Indenture, with a copy to the Trustee. 
 To the extent that the aggregate principal amount (or accreted value, as applicable) of Notes and such Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds,
the Issuer may use any remaining Excess Proceeds for general corporate purposes, subject to the other covenants contained in this Indenture and they will no longer constitute Excess Proceeds. If the aggregate principal amount (or accreted value, as
applicable) of Notes or the Pari Passu Indebtedness surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such Pari Passu Indebtedness to be purchased based on DTC’s method that most
nearly approximates a pro rata selection based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

 (d) Pending the final application of any Net Proceeds pursuant to this Section 4.10, the holder of such Net Proceeds may
apply such Net Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility or otherwise invest such Net Proceeds in any manner not prohibited by this Indenture. 

(e) The Issuer shall comply with the applicable requirements of Rule 14e-1 under the Exchange Act and any other securities laws and
regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. To the extent that the applicable provisions of any securities laws or regulations conflict
with the provisions of this Indenture, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in this Indenture by virtue thereof. 

 

	Section 4.11	Transactions with Affiliates. 

 (a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase
any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Issuer (each of the foregoing, an “Affiliate
Transaction”) involving aggregate payments or consideration in excess of $5.0 million unless: 
 (1)
such Affiliate Transaction is on terms that are not materially less favorable to the Issuer or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with
an unrelated Person on an arm’s-length basis; and 
 (2) the Issuer delivers to the Trustee with respect to
any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $25.0 million, a resolution adopted by the majority of the board of directors of the Issuer approving such
Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (1) of this Section 4.11(a). 

  
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 (b) The foregoing provisions of Section 4.11(a) hereof will not apply to the following:

 (1) transactions between or among the Issuer or any of its Restricted Subsidiaries; 

(2) Restricted Payments permitted by Section 4.07 hereof and the Investments constituting “Permitted
Investments”; 
 (3) the payment of reasonable and customary fees, compensation, benefits and incentive
arrangements paid or provided to, and indemnities provided on behalf of, current, former or future officers, directors, employees or consultants of Issuer, any of its direct or indirect parent companies or any of its Restricted Subsidiaries;

 (4) transactions pursuant to any agreement as in effect as of the Issue Date, or any amendment or replacement
agreement thereto (so long as any such amendment is not materially disadvantageous to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date); 

(5) the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under the
terms of, any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Issue Date and any similar agreements which it may enter into thereafter; provided,
however, that the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of obligations under any future amendment or replacement agreement to any such existing agreement or under any similar agreement entered
into after the Issue Date shall only be permitted by this clause (5) to the extent that the terms of any such amendment or new agreement are not otherwise materially disadvantageous to the Holders when taken as a whole; 

(6) any transaction effected as part of a Qualified Receivables Financing permitted hereunder; 

(7) any non-recourse pledge of Equity Interests of an Unrestricted Subsidiary to support the Indebtedness of such
Unrestricted Subsidiary; 
 (8) the Transaction and the payment of all fees and expenses related to the
Transaction, in each case as disclosed in the Offering Memorandum; 
 (9) transactions with customers, clients,
suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture which are fair to the Issuer and its Restricted Subsidiaries, in the reasonable
determination of the board of directors of the Issuer or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; 

(10) the sale or issuance of Equity Interests (other than Disqualified Stock) of the Issuer or contributions to the
capital of the Issuer; 
 (11) payments or loans (or cancellation of loans) to employees or consultants of the
Issuer, any of its direct or indirect parent companies or any of its Restricted Subsidiaries and employment agreements, stock option plans and other similar arrangements with such employees or consultants which, in each case, are approved by the
Issuer in good faith; 

  
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 (12) transactions in which the Issuer or any Restricted Subsidiary, as the
case may be, delivers to the trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or meets the requirements of Section 4.11(a)(1)
hereof; 
 (13) transactions with Affiliates solely in their capacity as holders of Indebtedness or Equity
Interests of the Issuer or any of its Subsidiaries, so long as such transaction is with all holders of such class (and there are such non-Affiliate holders) and such Affiliates are treated no more favorably than all other holders of such class
generally; provided, however, that with regard to an issue of indebtedness of the Issuer or any of its Subsidiaries, such Affiliate holds no more than 15% of such issue; 

(14) transactions between the Issuer or any Restricted Subsidiary and any person that is an Affiliate of the Issuer or any
Restricted Subsidiary solely because a director of such Person is also a director of the Issuer or any direct or indirect parent of the Issuer; provided that such director abstains from voting as a director of the Issuer or any direct or indirect
parent, as the case may be, on any matter involving such other Person; 
 (15) transactions with a Person that is
an Affiliate of the Issuer solely because the Issuer or any of its Subsidiaries directly or indirectly owns Capital Stock in or controls such Person; 
 (16) any Guarantee by any parent company of the Issuer of Indebtedness of the Issuer or any Restricted Subsidiary; 
 (17) a transaction with a Person who was not an Affiliate of the Issuer before the transaction but becomes an Affiliate solely as a result of such transaction; and 

(18) sales of accounts receivable, or participations therein, in connection with any Qualified Receivables Financing.

  

	Section 4.12	Liens. 

 (a) The Issuer
shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create, incur, assume or suffer to exist any Lien (an “Initial Lien”) (except Permitted Liens) that secures obligations under any Indebtedness or
any related guarantee, on any asset or property of the Issuer or any Restricted Subsidiary, or any income or profits therefrom, or assign or convey any right to receive income therefrom, unless: 

(1) in the case of Liens securing Subordinated Indebtedness, the Notes and related Guarantees are secured by a Lien on
such property, assets or proceeds that is senior in priority to such Liens; or 
 (2) in all other cases, the
Notes or the Guarantees are equally and ratably secured, except that the foregoing shall not apply to (A) Liens securing the Notes and the related Guarantees, (B) Liens securing Indebtedness permitted to be incurred under the Credit
Facilities, including any letter of credit facility relating thereto, that was permitted by the terms of this Indenture to be incurred pursuant to Section 4.09(b)(1) hereof and (C) Liens securing additional Indebtedness permitted to be
incurred pursuant to Section 4.09, provided that, in the case of this clause (C), at the time of the incurrence of such Indebtedness and after giving pro forma effect thereto, the Secured Net Leverage Ratio shall not exceed 4.25 to 1.0.


  
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 (b) Any Lien created for the benefit of the holders of Notes pursuant to
Section 4.12(a) hereof shall provide by its terms that such Lien shall be automatically and unconditionally released and discharged upon discharge of the Initial Lien. In the event that any Lien restricted by this Section 4.12 meets the
criteria of clause (B) or (C) of Section 4.12(a)(2) or one or more clauses in the definition of Permitted Liens, the Issuer, in its sole discretion, may classify or reclassify such Lien among one or more such clauses pursuant to which
such Lien would have been permitted at the time so classified or reclassified, as the case may be. 
  

	Section 4.13	Corporate Existence. 


Subject to Article 5 hereof, the Issuer shall do or cause to be done all things necessary to preserve and keep in full force and effect
(i) its corporate existence, and the corporate, partnership or other existence of each of the Restricted Subsidiaries, in accordance with the respective organizational documents (as the same may be amended from time to time) of such Issuer or
any such Restricted Subsidiary and (ii) the material rights (charter and statutory), licenses and franchises of the Issuer and the Restricted Subsidiaries; provided that the Issuer shall not be required to preserve any such right,
license or franchise, or the corporate, partnership or other existence of any of the Restricted Subsidiaries, if the Issuer in good faith shall determine that the preservation thereof is no longer desirable in the conduct of the business of the
Issuer and the Restricted Subsidiaries, taken as a whole. 
  

	Section 4.14	Offer To Repurchase Upon Change of Control. 

 (a) If a Change of Control occurs, unless the Issuer has previously or concurrently sent a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the
Issuer shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate
principal amount thereof plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest
Payment Date. Within 30 days following any Change of Control, the Issuer shall send notice of such Change of Control Offer by first-class mail or electronically, with a copy to the Trustee, to each Holder of Notes at the address of such Holder
appearing in the security register, with the following information: 
 (1) that a Change of Control Offer is
being made pursuant to this Section 4.14 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer; 

(2) the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date
such notice is sent (the “Change of Control Payment Date”); 
 (3) that any Note not properly
tendered will remain outstanding and continue to accrue interest; 
 (4) that unless the Issuer defaults in the
payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date; 

(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender
such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the
Business Day preceding the Change of Control Payment Date; 

  
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 (6) that Holders shall be entitled to withdraw their tendered Notes and
their election to require the Issuer to purchase such Notes, provided that the paying agent receives, not later than the close of business on the second Business Day prior to the Change of Control Payment Date, a facsimile transmission or
letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased; 

(7) that if the Issuer is redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new
Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof; 

(8) if such notice is sent prior to the occurrence of a Change of Control, stating the Change of Control Offer is
conditional on the occurrence of such Change of Control; and 
 (9) the other instructions, as determined by the
Issuer, consistent with this Section 4.14, that a Holder must follow in order to have its Notes repurchased. 
 The notice,
if sent in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. If (a) the notice is sent in a manner herein provided and (b) any Holder fails to receive such notice
or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such
notice without defect. The Issuer shall comply with the applicable requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with
the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the applicable provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, the Issuer shall comply with the applicable
securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture by virtue thereof. 
 (b) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law, 
 (1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer, 

(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or
portions thereof so tendered, and 
 (3) deliver, or cause to be delivered, to the Trustee for cancellation the
Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer. 
 (c) The Issuer shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in
compliance with the requirements set forth in this Section 4.14 applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything
to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control
Offer. 

  
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 (d) Other than as specifically provided in this Section 4.14, any purchase pursuant to
this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof. 
  

	Section 4.15	Subsidiary Guarantors. 


(a) The Issuer shall not permit any of its Domestic Restricted Subsidiaries (other than a Receivables Subsidiary) to either
(i) guarantee the payment of any Indebtedness of the Issuer or any other Guarantor or (ii) incur any Indebtedness under any Credit Facility pursuant to Section 4.09(b)(1) unless such Domestic Restricted Subsidiary shall: 

(1) within 20 Business Days execute, and deliver to the Trustee, a supplemental indenture in form reasonably satisfactory
to the Trustee pursuant to which such Domestic Restricted Subsidiary shall unconditionally Guarantee all of the Issuer’s obligations under the Notes and this Indenture on the terms set forth in this Indenture; and 

(2) deliver to the Trustee an Opinion of Counsel that such supplemental indenture has been duly authorized, executed and
delivered by such Domestic Restricted Subsidiary and constitutes a legal, valid, binding and enforceable obligation of such Domestic Restricted Subsidiary. 
 Thereafter, such Domestic Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture. 
 (b) The Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor. 

 

	Section 4.16	Suspension of Covenants. 


(a) Following the first day (the “Suspension Date”) that (i) the Notes have an Investment Grade Rating from both
Rating Agencies and (ii) no Default has occurred and is continuing, the Issuer and its Restricted Subsidiaries will not be subject to the provisions of this Indenture summarized herein under: Sections 4.07, 4.08, 4.09, 4.10, 4.11 and 5.01(a)(4)
(collectively, the “Suspended Covenants”). 
 (b) In the event that the Issuer and its Restricted Subsidiaries
are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraws its Investment Grade Rating or downgrades
the rating assigned to the Notes below an Investment Grade Rating, then the Issuer and its Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants with respect to future events. The period of time between the Suspension
Date and the Reversion Date is referred to herein as the “Suspension Period.” Notwithstanding that the Suspended Covenants may be reinstated, no Default shall be deemed to have occurred as a result of a failure to comply with the
Suspended Covenants during the Suspension Period. 
 (c) During the Suspension Period, the Issuer and its Restricted
Subsidiaries shall be entitled to incur Liens to the extent provided for under Section 4.12 (including, without limitation, Permitted Liens) and any Permitted Liens which may refer to one or more Suspended Covenants shall be interpreted as
though such applicable Suspended Covenant(s) continued to be applicable during the Suspension Period (but solely for purposes of Section 4.12 and for no other provision of this Indenture). 

  
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 (d) After any Reversion Date, (1) with respect to any Restricted Payments made after
such Reversion Date, the amount of any Restricted Payments made shall be calculated as though the covenant described above under Section 4.07 had been in effect since the Issue Date and throughout the Suspension Period; (2) all
Indebtedness incurred, or Disqualified Stock or preferred stock issued, during the Suspension Period shall be classified to have been incurred or issued pursuant to Section 4.09(b)(3). Notwithstanding the foregoing, during the Suspension Period
the Issuer shall not designate any of its Restricted Subsidiaries to be Unrestricted Subsidiaries; and (3) any agreement or other instrument entered into by the Issuer or a Restricted Subsidiary during the Suspension Period that contains an
encumbrance or restriction of the type described in Section 4.08 hereof shall, for purposes of that covenant, be treated as if they were in existence on the Issue Date. 
 (e) The Issuer, in an Officer’s Certificate, shall provide the Trustee notice of any Covenant Suspension or Reversion Date. The Trustee will have no obligation to (i) independently determine or
verify if such events have occurred, (ii) make any determination regarding the impact of actions taken during the Suspension Period on the Issuer’s future compliance with its covenants or (iii) notify the Holders of a Covenant
Suspension or Reversion Date. 
 ARTICLE V 
 SUCCESSORS 
  

	Section 5.01	Merger, Consolidation or Sale of All or Substantially All Assets. 

 (a) Issuer may not consolidate or merge with or into or wind up into (whether or not the Issuer is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or
substantially all of its properties or assets, in one or more related transactions, to any Person unless: 
 (1)
the Issuer is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a
corporation, partnership, limited liability company or similar entity organized or existing under the laws of the jurisdiction of organization of the United States, any state thereof, the District of Columbia, or any territory thereof (such Person,
as the case may be, being herein called the “Successor Company”); provided that at any time the Issuer or the Successor Company is not a corporation, there shall be a joint and several co-obligor of the Notes that is a
Wholly-Owned Restricted Subsidiary of the Issuer and a corporation organized or existing under such laws; 
 (2)
the Successor Company, if other than the Issuer, expressly assumes all the obligations of the Issuer under the Notes pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee; 

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

(4) immediately after giving pro forma effect to such transaction and any related financing transactions, as if
such transactions had occurred at the beginning of the applicable four-quarter period, either (x) the Successor Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set
forth in Section 4.09(a) hereof or (y) the Fixed Charge Coverage Ratio of the Successor Company would not be lower than the Fixed Charge Coverage Ratio of the Issuer immediately prior to such transaction; 

  
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 (5) each Guarantor, unless it is the other party to the transactions
described above, in which case Section 5.01(c)(1)(B) hereof shall apply, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under this Indenture, the Notes and the Registration Rights
Agreement; and 
 (6) (a) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an
Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with this Indenture and an Opinion of Counsel to the effect that such supplemental indenture (if any) has been duly
authorized, executed and delivered and is a legal, valid and binding agreement enforceable against the Successor Company. 
 (b)
The Successor Company shall succeed to, and be substituted for the Issuer, as the case may be, under this Indenture, the Guarantees and the Notes, as applicable. Notwithstanding clauses (3) and (4) of Section 5.01(a) hereof,

 (1) any Restricted Subsidiary may consolidate with or merge into or transfer all or part of its properties and
assets to the Issuer, and 
 (2) the Issuer may merge with an Affiliate of the Issuer solely for the purpose of
reincorporating the Issuer in a State of the United States so long as the amount of Indebtedness of the Issuer and its Restricted Subsidiaries is not increased thereby. 
 (c) No Guarantor shall, and the Issuer shall not permit any Guarantor to, consolidate or merge with or into or wind up into (whether or not the Issuer or Guarantor is the surviving corporation), or sell,
assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless: 

(1) (A) such Guarantor is the surviving corporation or the Person formed by or surviving any such consolidation or merger
(if other than such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership, limited partnership, limited liability company or trust or similar entity organized
or existing under the laws of the jurisdiction of organization of such Guarantor, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Guarantor or such Person, as the case
may be, being herein called the “Successor Person”); 
 (B) the Successor Person, if other than
such Guarantor, expressly assumes all the obligations of such Guarantor under this Indenture and such Guarantor’s related Guarantee pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the
Trustee; 
 (C) immediately after such transaction, no Default exists; and 

(D) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating
that such consolidation, merger or transfer and such supplemental indentures, if any, comply with this Indenture; or 
 (2) the transaction is made in compliance with Section 4.10 hereof. 

  
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 (d) In the case of clause (c)(1) above, the Successor Person shall succeed to, and be
substituted for, such Guarantor under this Indenture and such Guarantor’s Guarantee. Notwithstanding the foregoing, any Guarantor may merge into or transfer all or part of its properties and assets to another Guarantor or the Issuer.

  

	Section 5.02	Successor Corporation Substituted. 

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

ARTICLE VI 

DEFAULTS AND REMEDIES 
  

	Section 6.01	Events of Default. 

 An
“Event of Default” wherever used herein, means any one of the following events: 
 (1) default
in payment when due and payable, upon redemption, acceleration or otherwise, of principal of, or premium, if any, on the Notes; 
 (2) default for 30 days or more in the payment when due of interest or Additional Interest on or with respect to the Notes; 

(3) (a) failure by the Issuer or any Guarantor to comply with its obligations under Section 5.01 hereof,
(b) failure by the Issuer or any Restricted Subsidiary to comply with its obligations under the covenants described under Sections 4.10 and 4.14 hereof (in each case other than a failure to purchase Notes that will constitute an Event of
Default under clause (1) above and other than a failure to comply with its obligations that would cause a default under clause (a)), or (c) failure by the Issuer or any Restricted Subsidiary to comply with any of its obligations, covenants
or agreements (other than a default referred to in clauses (1), (2) and (a) and (b) above) contained in this Indenture or the Notes in the case of clause (b) for 30 days and in the case of clause (c) for 60 days, in each
such case after receipt of written notice given to the Issuer by the Trustee or the Holders of not less than 25% in principal amount of the Notes; 
 (4) default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by the Issuer or any of its Restricted
Subsidiaries or the payment of which is guaranteed by the Issuer or any of its Restricted Subsidiaries, other than Indebtedness owed to the Issuer or a Restricted Subsidiary, whether such Indebtedness or guarantee now exists or is created after the
issuance of the Notes, if both: 
 (a) such default either results from the failure to pay any principal of such
Indebtedness at its stated final maturity (after giving effect to any applicable grace periods) or relates to an obligation other than the obligation to pay principal of any such Indebtedness at its stated final maturity and results in the holder or
holders of such Indebtedness causing such Indebtedness to become due prior to its stated maturity; and 

  
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 (b) the principal amount of such Indebtedness, together with the principal
amount of any other such Indebtedness in default for failure to pay principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregate $25.0 million or more at any
one time outstanding; 
 (5) failure by the Issuer or any Significant Subsidiary (or group of Restricted
Subsidiaries that taken together would constitute a Significant Subsidiary) to pay final judgments aggregating in excess of $25.0 million (excluding amounts covered by insurance provided by a carrier that has acknowledged coverage), which final
judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after such judgment becomes final, and in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such
judgment or decree which is not promptly stayed; 
 (6) the Issuer or any Significant Subsidiary or any group of
Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary (as of the date of the most recent consolidated financial statements of the Issuer delivered pursuant to Section 4.03), pursuant to or within the meaning of
any Bankruptcy Law: 
 (i) commences proceedings to be adjudicated bankrupt or insolvent; 

(ii) consents to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or
answer or consent seeking reorganization or relief under applicable Bankruptcy Law; 
 (iii) consents to the
appointment of a receiver, liquidator, assignee, trustee, sequestrator or other similar official of it or for all or substantially all of its property; 
 (iv) makes a general assignment for the benefit of its creditors; or 
 (v) generally is not paying its debts as they become due; 
 (7) a
court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: 
 (i) is for relief
against the Issuer or any Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary (as of the date of the most recent consolidated financial statements of the Issuer delivered
pursuant to Section 4.03), in a proceeding in which the Issuer, any Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, is to be adjudicated bankrupt or insolvent;

 (ii) appoints a receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Issuer
or any Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary (as of the date of the most recent consolidated financial statements of the Issuer delivered pursuant to


  
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Section 4.03), or for all or substantially all of the property of the Issuer or any Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a
Significant Subsidiary (as of the date of the most recent consolidated financial statements of the Issuer); or 

(iii) orders the liquidation of the Issuer or any Significant Subsidiary or any group of Restricted Subsidiaries that,
taken together, would constitute a Significant Subsidiary (as of the date of the most recent consolidated financial statements of the Issuer delivered pursuant to Section 4.03); 

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

(8) the Guarantee of any Significant Subsidiary (or group of Guarantors that taken together would constitute a Significant
Subsidiary) shall for any reason cease to be in full force and effect or be declared null and void or any responsible officer of such Guarantor, as the case may be, denies that it has any further liability under its Guarantee or gives notice to such
effect, other than by reason of the termination of this Indenture or the release of any such Guarantee in accordance with this Indenture and such default continues for 10 Business Days. 

 

	Section 6.02	Acceleration. 

 If any
Event of Default (other than a type specified in clause (6) or (7) of Section 6.01 hereof, in either case, with respect to the Issuer) occurs and is continuing under this Indenture, the Trustee (by written notice to the Issuer) or the
Holders of at least 25% in principal amount of the then total outstanding Notes (by written notice to the Issuer and the Trustee) may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding
Notes to be due and payable immediately. 
 Upon the effectiveness of such declaration, such principal and interest shall be due
and payable immediately. The Trustee shall have no obligation to accelerate the Notes if and so long as it in good faith determines acceleration is not in the best interest of the Holders of the Notes. 

Notwithstanding the foregoing, in the case of an Event of Default arising under clause (6) or (7) of Section 6.01 hereof
with respect to the Issuer, all outstanding Notes shall be due and payable immediately without further action or notice. 
 The
Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any
judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived. 

 

	Section 6.03	Other Remedies. 

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

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

  
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	Section 6.04	Waiver of Past Defaults. 


Holders of not less than a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may on behalf of
the Holders of all of the Notes waive any existing Default and its consequences hereunder, except a continuing Default in the payment of the principal of, premium, if any, or interest on, any Note held by a non-consenting Holder (including in
connection with an Asset Sale Offer or a Change of Control Offer) or a continuing Default in respect of a covenant or provision of this Indenture which may not be amended or modified without the consent of all Holders; provided, subject to
Section 6.02 hereof, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration. Upon
any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any
right consequent thereon. 
  

	Section 6.05	Control by Majority. 


Holders of a majority in aggregate principal amount of the then total outstanding Notes may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee with respect to the Notes. The Trustee, however, may refuse to follow any direction that conflicts with law or this
Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder of a Note or that would involve the Trustee in personal liability. 
  

	Section 6.06	Limitation on Suits. 


Subject to Section 6.07 hereof, no Holder of a Note may pursue any remedy with respect to this Indenture or the Notes unless:

 (1) such Holder has previously given the Trustee written notice that an Event of Default is continuing;

 (2) Holders of at least 25% in aggregate principal amount of the total outstanding Notes have requested in
writing that the Trustee pursue the remedy; 
 (3) Holders of the Notes have offered the Trustee security or
indemnity satisfactory to it against any loss, liability or expense; 
 (4) the Trustee has not complied with
such request within 60 days after the receipt thereof and the offer of security or indemnity; and 
 (5) Holders
of a majority in principal amount of the total outstanding Notes have not given the Trustee a written direction inconsistent with such request within such 60-day period. 
 A Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another Holder of a Note (it being understood that the Trustee
does not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders). 

  
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	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 interest on the Note, on or after the respective due dates
expressed in the Note (including in connection with an Asset Sale Offer or a Change of Control Offer), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent
of such Holder. 
  

	Section 6.08	Collection Suit by Trustee. 

 If an Event of Default specified in Section 6.01(1) or (2) hereof occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust
against the Issuer for the whole amount of principal of, premium, if any, and interest then due and owing on the Notes and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the
costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel. 
  

	Section 6.09	Restoration of Rights and Remedies. 

 If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined
adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceedings, the Issuer, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and
thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding has been instituted. 
  

	Section 6.10	Rights and Remedies Cumulative. 

 Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in Section 2.07 hereof, no right or remedy herein conferred upon or reserved to
the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or
hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. 

 

	Section 6.11	Delay or Omission Not Waiver. 

 No delay or omission of the Trustee or of any Holder of any Note to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such
Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as
the case may be. 
  

	Section 6.12	Trustee May File Proofs of Claim. 

 The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Issuer (or any other obligor upon the Notes including the Guarantors), its
creditors or its property and shall be entitled and empowered 

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

	Section 6.13	Priorities. 

 If the
Trustee collects any money pursuant to this Article 6, it shall pay out the money in the following order: 
 (i)
to the Trustee, its agents and attorneys for amounts due under Section 7.07 hereof, including payment of all compensation, expenses and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection;

 (ii) to Holders of Notes for amounts due and unpaid on the Notes for principal, premium, if any, and 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 interest, respectively; and 

(iii) to the Issuer or to such party as a court of competent jurisdiction shall direct including a Guarantor, if
applicable. 
 The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this
Section 6.13. 
  

	Section 6.14	Undertaking for Costs. 


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

  
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 ARTICLE VII 
 TRUSTEE 
  

	Section 7.01	Duties of Trustee. 

 (a)
If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent Person would exercise or use
under the circumstances in the conduct of such Person’s own affairs. 
 (b) Except during the continuance of an Event of
Default: 
 (i) the duties of the Trustee shall be determined solely by the express provisions of this Indenture
and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and 

(ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provision hereof are
specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture, but need not confirm or investigate the accuracy of
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, except that: 
 (i) this
paragraph does not limit the effect of paragraph (b) of this Section 7.01; 
 (ii) the Trustee shall
not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved in a court of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts; and 

(iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance
with a direction received by it pursuant to Section 6.05 hereof. 
 (d) Whether or not therein expressly so provided, every
provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section 7.01. 
 (e) The Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any Holder of the Notes unless such Holder has offered to the
Trustee indemnity or security satisfactory to it against any loss, liability or expense. 
 (f) The Trustee shall not be liable
for interest on any money received by it except as the Trustee may agree in writing with the Issuer. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. 

  
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	Section 7.02	Rights of Trustee. 

 (a)
The Trustee may conclusively rely upon and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order or other paper or document
believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document, but the Trustee, in its discretion, may make such further inquiry or investigation
into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney at the
sole cost of the Issuer and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. 
 (b) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take
in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and
protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. 
 (c) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent or attorney appointed with due care. 

(d) The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within
the rights or powers conferred upon it by this Indenture. 
 (e) Unless otherwise specifically provided in this Indenture, any
demand, request, direction or notice from the Issuer shall be sufficient if signed by an Officer of the Issuer. 
 (f) None of
the provisions of this Indenture shall require the Trustee to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or
powers if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it. 
 (g) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which
is in fact such a Default is received by the Trustee at the Corporate Trust Office, and such notice references the Notes and this Indenture. 
 (h) In no event shall the Trustee be responsible or liable for 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. 
 (i) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee
in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder. 
 (j) The permissive
rights of the Trustee enumerated herein shall not be construed as duties. 

  
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 (k) The Trustee may request that the Issuer delivers an Officer’s Certificate setting
forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture. 
 (l) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. 

 

	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 Issuer or any Affiliate of the Issuer with the same rights it would have if it
were not Trustee. However, in the event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as trustee or resign. The Paying Agent or Registrar do the same
with like rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof. 
  

	Section 7.04	Trustee’s Disclaimer. 


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

	Section 7.05	Notice of Defaults. 

 If a
Default occurs and is continuing and if it is known to a Responsible Officer of the Trustee, the Trustee shall send to Holders of Notes a notice of the Default within the later of 90 days after it occurs or 30 days after a Responsible Officer of the
Trustee obtains actual knowledge of such Default. Except in the case of a Default relating to the payment of principal, premium, if any, or interest on any Note, the Trustee may withhold from the Holders notice of any continuing Default if and so
long as it in good faith determines that withholding the notice is in the interests of the Holders of the Notes. The Trustee shall not be deemed to know of any Default unless a Responsible Officer of the Trustee has actual knowledge thereof or
unless written notice of any event which is such a Default is received by the Trustee at the Corporate Trust Office. 
  

	Section 7.06	Reports by Trustee to Holders of the Notes. 

 Within 60 days after each March 15, beginning with March 15, 2012, and for so long as Notes remain outstanding, the Trustee shall mail to the Holders of the Notes a brief report dated as of such
reporting date that complies with Trust Indenture Act Section 313(a) (but if no event described in Trust Indenture Act Section 313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted). The
Trustee also shall comply with Trust Indenture Act Section 313(b)(2). The Trustee shall also transmit by mail all reports as required by Trust Indenture Act Section 313(c). 

A copy of each report at the time of its mailing to the Holders of Notes shall be mailed to the Issuer and filed with the SEC and each
stock exchange on which the Notes are listed in accordance with Trust Indenture Act Section 313(d). The Issuer shall promptly notify the Trustee in writing when the Notes are listed on any stock exchange or delisted therefrom. 

  
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	Section 7.07	Compensation and Indemnity. 

 The Issuer and the Guarantors, jointly and severally, shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as the parties shall agree in
writing from time to time. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer and the Guarantors, jointly and severally, shall reimburse the Trustee promptly upon request for
all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and
counsel. 
 The Issuer and the Guarantors, jointly and severally, shall indemnify the Trustee for, and hold the Trustee harmless
against, any and all loss, damage, claims, liability or expense (including attorneys’ fees and expenses and taxes (other than taxes based upon the income of the Trustee)) incurred by it in connection with the acceptance or administration of
this trust and the performance of its duties hereunder (including the costs and expenses of enforcing this Indenture against any Issuer or any of the Guarantors (including this Section 7.07) or defending itself against any claim whether
asserted by any Holder, any Issuer or any Guarantor, or liability in connection with the acceptance, exercise or performance of any of its powers or duties hereunder). The Trustee shall notify the Issuer promptly of any claim for which it may seek
indemnity. Failure by the Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder except to the extent actually prejudiced thereby. The Issuer shall defend the claim, and the Trustee shall cooperate in the defense
of such claim. The Trustee may have separate counsel if the Trustee shall have been advised by counsel that there may be one or more legal defenses available to it that are different from or additional to those available to the Issuer and in the
reasonable judgment of such counsel it is advisable for the Trustee to engage separate counsel, and the Issuer shall pay the reasonable and documented fees and expenses of any one such separate counsel (as well as such fees and expenses of one firm
of local counsel in each jurisdiction in which the primary counsel is not admitted to practice and where local counsel is necessary or advisable). The Issuer need not pay for any settlement made without its consent, which consent shall not be
unreasonably withheld. The Issuer need not reimburse any expense or indemnify against any loss, liability or expense incurred as determined in a final judgment by a court of competent jurisdiction, by the Trustee through the Trustee’s own
willful misconduct or negligence. 
 The obligations of the Issuer under this Section 7.07 shall survive the satisfaction
and discharge of this Indenture or the earlier resignation or removal of the Trustee. 
 To secure the payment obligations of
the Issuer and the Guarantors in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such
Lien shall survive the satisfaction and discharge of this Indenture. 
 When the Trustee incurs expenses or renders services
after an Event of Default specified in Section 6.01(6) or (7) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of
administration under any Bankruptcy Law. 
 The Trustee shall comply with the provisions of Trust Indenture Act
Section 313(b)(2) to the extent applicable. 

  
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	Section 7.08	Replacement of Trustee. 


A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor
Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Issuer. The Holders of a majority in principal amount
of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Issuer in writing not less than 30 days prior to the effective date of such removal. The Issuer may remove the Trustee if: 

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

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

 (d) the Trustee becomes incapable of acting. 

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Issuer shall promptly appoint a
successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Issuer.

 If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring
Trustee (at the Issuer’s expense), the Issuer or the Holders of at least 10% in principal amount of the then outstanding Notes may, at the expense of the Issuer, petition any court of competent jurisdiction for the appointment of a successor
Trustee. 
 If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply
with Section 7.10 hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. 
 A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon, the resignation or removal of the retiring Trustee shall become effective,
and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall, at the expense of the Issuer, promptly
transfer all property held by it as Trustee to the successor Trustee; provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee
pursuant to this Section 7.08, the Issuer’s obligations under Section 7.07 hereof shall continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction by any successor
Trustee. 
  

	Section 7.09	Successor Trustee by Merger, etc. 

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

  
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	Section 7.10	Eligibility; Disqualification. 

 There shall at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws
to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of
condition. 
 This Indenture shall always have a Trustee who satisfies the requirements of Trust Indenture Act Sections
310(a)(1), (2) and (5). The Trustee is subject to Trust Indenture Act Section 310(b). 
  

	Section 7.11	Preferential Collection of Claims Against Issuer. 

 The Trustee is subject to Trust Indenture Act Section 311(a), excluding any creditor relationship listed in Trust Indenture Act Section 311(b). A Trustee who has resigned or been removed shall
be subject to Trust Indenture Act Section 311(a) to the extent indicated therein. 
 ARTICLE VIII 

LEGAL DEFEASANCE AND COVENANT DEFEASANCE 
  

	Section 8.01	Option To Effect Legal Defeasance or Covenant Defeasance. 

 The Issuer may, at its option and at any time, elect to have either Section 8.02 or 8.03 hereof applied to all outstanding Notes upon compliance with the conditions set forth below in this Article 8.

  

	Section 8.02	Legal Defeasance and Discharge. 

 Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers and the Guarantors shall, subject to the satisfaction of the conditions set
forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Guarantees on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this
purpose, Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of
Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes and this Indenture including that of the Guarantors (and the Trustee, on
demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same) and cure all then existing Events of Default, except for the following provisions which shall survive until otherwise terminated or discharged
hereunder: 
 (a) the rights of Holders of Notes to receive payments in respect of the principal of, premium, if
any, and interest on the Notes when such payments are due solely out of the trust created pursuant to this Indenture referred to in Section 8.04 hereof; 
 (b) the Issuer’s obligations with respect to Notes concerning issuing temporary Notes, registration of such Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or
agency for payment and money for security payments held in trust; 
 (c) the rights, powers, trusts, duties and
immunities of the Trustee, and the Issuer’s obligations in connection therewith; and 

  
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 (d) this Section 8.02. 

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

	Section 8.03	Covenant Defeasance. 


Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer and the
Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.14 and 4.15
hereof and the operation of Section 5.01 with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“Covenant Defeasance”), and the Notes shall thereafter be
deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding”
for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuer may omit to comply
with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any
such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture
and such Notes shall be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in
Section 8.04 hereof, Sections 6.01(3), 6.01(4), 6.01(5), 6.01(6) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries), 6.01(7) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries) and
6.01(8) hereof shall not constitute Events of Default. 
  

	Section 8.04	Conditions to Legal or Covenant Defeasance. 

 The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes: 
 In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the Notes: 
 (1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as
will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest due on the Notes on the stated maturity date or on the redemption date, as the case may be,
of such principal, premium, if any, or interest on such Notes and the Issuer must specify whether such Notes are being defeased to maturity or to a particular redemption date; 

(2) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably
acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, 
 (a) the Issuer has
received from, or there has been published by, the United States Internal Revenue Service a ruling, or 

  
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 (b) since the issuance of the Notes, there has been a change in the
applicable U.S. federal income tax law, 
 in either case to the effect that, and based thereon such Opinion of Counsel shall
confirm that, subject to customary assumptions and exclusions, the Holders of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and will be subject
to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; 
 (3) in the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and
exclusions, the Holders of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to such tax on the same amounts, in the same manner and at the
same times as would have been the case if such Covenant Defeasance had not occurred; 
 (4) no Default (other
than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit; 

(5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default
under any Credit Facility or any other material agreement or instrument (other than this Indenture) to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; 

(6) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by
the Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or any Guarantor or others; and 
 (7) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) each stating
that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with. 
  

	Section 8.05	Deposited Money and Government Securities To Be Held in Trust; Other Miscellaneous Provisions. 


Subject to Section 8.06 hereof, all money and Government Securities (including the proceeds thereof) deposited with the Trustee (or
other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance
with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer or a Guarantor acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due
and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. 
 The Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or Government Securities deposited pursuant to Section 8.04 hereof or the
principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. 

  
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 Anything in this Article VIII to the contrary notwithstanding, the Trustee shall deliver or
pay to the Issuer from time to time upon the written request of the Issuer any money or Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04 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 Issuer. 

 The
Trustee shall promptly, upon the written request of the Issuer, and in any event no later than five Business Days after such request, pay to the Issuer after request therefore, any excess money held with respect to the Notes at such time in excess
of amounts required to pay any of the Issuer’s Obligations then owing with respect to the Notes. 
 Any money deposited
with the Trustee or any Paying Agent, or then held by the Issuer, in trust for the payment of the principal of, premium, if any, or interest on any Note and remaining unclaimed for one year after such principal and premium, if any, or interest has
become due and payable shall be paid to the Issuer on its written request or (if then held by the Issuer) shall be discharged from such trust; and the Holder of such Note shall thereafter look only to the Issuer for payment thereof, and all
liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, shall thereupon cease. 
  

	Section 8.07	Reinstatement. 

 If the
Trustee or Paying Agent is unable to apply any United States dollars or Government Securities in accordance with 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 Issuer’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof
until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided that, if the Issuer makes any payment of principal of, premium, if any, or
interest on any Note following the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent. 

ARTICLE IX 

AMENDMENT, SUPPLEMENT AND WAIVER 
  

	Section 9.01	Without Consent of Holders of Notes. 

 Notwithstanding Section 9.02 hereof, the Issuer, any Guarantor (with respect to a Guarantee or this Indenture) and the Trustee may amend or supplement this Indenture and any Guarantee or Notes
without the consent of any Holder: 
 (1) to cure any ambiguity, omission, mistake, defect or inconsistency;

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

 (3) to comply with Section 5.01 hereof; 

  
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 (4) to provide for the assumption of the Issuer’s or any
Guarantor’s obligations to the Holders; 
 (5) to make any change that would provide any additional rights
or benefits to the Holders or that does not materially adversely affect the rights under this Indenture of any such Holder; 
 (6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantor; 

(7) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the
Trust Indenture Act; 
 (8) to evidence and provide for the acceptance and appointment under this Indenture of a
successor Trustee thereunder pursuant to the requirements thereof; 
 (9) to provide for the issuance of Exchange
Notes; 
 (10) to add a Guarantor or release any Guarantor from its Guarantee if such release is in accordance
with the terms under this Indenture; 
 (11) to conform the text of this Indenture, Guarantees or the Notes to
any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision in such “Description of Notes” section was intended to be a substantially verbatim recitation of a provision of this
Indenture, Guarantee or Notes, as provided in an Officer’s Certificate; 
 (12) to make any amendment to the
provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of the Notes; provided, however, that
(i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of
Holders to transfer Notes; 
 (13) to provide for the issuance of Additional Notes in accordance with the terms
of this Indenture. 
 Upon the written request of the Issuer accompanied by a resolution of the Issuer’s board of directors
authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Sections 7.02 and 9.06, the Trustee shall join with the Issuer and the Guarantors in the execution of any
amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended
or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. 
  

	Section 9.02	With Consent of Holders of Notes. 

 Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, the Notes and the Guarantees with the consent of the Holders of at least a majority
in principal amount of the Notes then outstanding 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 

  
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or Event of Default in the payment of the principal of, premium or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any
provision of this Indenture, the Guarantees or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes voting as a single class (including consents obtained in connection with a tender
offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. 

Upon the written request of the Issuer accompanied by a resolution of the Issuer’s board of directors authorizing the execution of
any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in
Sections 7.02 and 9.06 hereof, the Trustee shall join with the Issuer in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities
under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. 
 The consent of the Holders is not necessary under this Indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed
amendment. 
 After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall send to
the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such
amended or supplemental indenture or waiver. 
 Without the consent of each affected Holder of Notes, an amendment or waiver
under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): 
 (1) reduce
the percentage of the aggregate principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver; 
 (2) reduce the principal of or change the fixed final maturity of any such Note or alter or waive the provisions with respect to the redemption of such Notes (other than provisions relating to
Section 3.09, Section 4.10 and Section 4.14); 
 (3) reduce the rate of or change the time for
payment of interest on any Note; 
 (4) waive a Default in the payment of principal of or premium, if any, or
interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration; 

(5) make any Note payable in currency other than that stated therein; 

(6) make any change in the provisions of this Indenture relating to the rights of Holders to receive payments of principal
of or premium, if any, or interest on the Notes; 
 (7) make any change to this paragraph of Section 9.02;


  
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 (8) impair the right of any Holder to receive payment of principal of, or
interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; 

(9) make any change to or modify the ranking of the Notes that would adversely affect the Holders; or 

(10) except as expressly permitted by this Indenture, modify the Guarantee of any Significant Subsidiary in any manner
adverse to the Holders of the Notes. 
  

	Section 9.03	Compliance with Trust Indenture Act. 

 Every amendment or supplement to this Indenture or the Notes shall be set forth in an amended or supplemental indenture that complies with the Trust Indenture Act as then in effect. 

 

	Section 9.04	Revocation and Effect of Consents. 

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

The Issuer may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any
amendment, supplement, or waiver. If a record date is fixed, then, notwithstanding the preceding paragraph, those Persons who were Holders at such record date (or their duly designated proxies), and only such Persons, shall be entitled to consent to
such amendment, supplement, or waiver or to revoke any consent previously given, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 120 days after such record date
unless the consent of the requisite number of Holders has been obtained. 
  

	Section 9.05	Notation on or Exchange of Notes. 

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

	Section 9.06	Trustee To Sign Amendments, etc. 

 The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment, supplement or waiver does not adversely affect the rights, duties, liabilities or
immunities of the Trustee. The Issuer may not sign an amendment, supplement or waiver until its board of directors approves it. In executing any amendment, supplement or waiver, the Trustee shall be provided with and (subject to Section 7.01
hereof) shall be fully protected in conclusively relying upon, in addition to the documents required by Section 12.04 hereof, an Officer’s Certificate and an Opinion of 

  
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Counsel, each stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid
and binding obligation of the Issuer and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof (including Section 9.03). 

 

	Section 9.07	Payment for Consent. 


Neither the Issuer nor any Affiliate of the Issuer shall, directly or indirectly, pay or cause to be paid any consideration, whether by
way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to all Holders and is paid to all
Holders that so consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or agreement. 
 ARTICLE X 
 GUARANTEES 

 

	Section 10.01	Guarantee. 

 Subject to
this Article 10, from and after the consummation of the Transaction, each of the Guarantors hereby, jointly and severally, fully and 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 Issuer hereunder or thereunder, that: (a) the principal of, interest, premium, if any, on the Notes, subject
to any applicable grace period, shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations
of the Issuer to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or
any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment by the Issuer when due
of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of
collection. 
 The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the
validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment
against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than payment in full of all of the Obligations of the Issuer hereunder and
under the Notes). Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest,
notice and all demands whatsoever and covenants that this Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture or by release in accordance with the provisions of this
Indenture. 
 Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ and
agents’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. 

  
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 If any Holder or the Trustee is required by any court or otherwise to return to the Issuer,
the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Guarantors, any amount paid either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged,
shall be reinstated in full force and effect. 
 Each Guarantor agrees that, as between the Guarantors, on the one hand, and the
Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition
preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall
forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the
Holders under the Guarantees. 
 Each Guarantee shall remain in full force and effect and continue to be effective should any
petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the
Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in
amount, or must otherwise be restored or returned by any obligee on the Notes or Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In
the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored
or returned. 
 In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and
enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 
 The Guarantee issued by any
Guarantor shall be a general unsecured obligation of such Guarantor and shall rank equally in right of payment to all existing and future Senior Indebtedness of such Guarantor, if any. 

Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution
of any kind or nature. 
  

	Section 10.02	Limitation on Guarantor Liability. 

 Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Guarantee of such Guarantor not constitute a fraudulent transfer or
conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee. To effectuate the foregoing intention, the Trustee,
the Holders and the Guarantors hereby irrevocably agree that the obligations of each Guarantor shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such
Guarantor that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this
Article 10, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law. Each Guarantor that makes a payment


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

 

	Section 10.03	Execution and Delivery. 


To evidence its Guarantee set forth in Section 10.01 hereof, each Guarantor hereby agrees that this Indenture shall be executed on
behalf of such Guarantor by an authorized officer. 
 Each Guarantor hereby agrees that its Guarantee set forth in
Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. 
 If an officer of a Guarantor whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates the Note, the Guarantee of such Guarantor shall be valid nevertheless.

 The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the
Guarantee set forth in this Indenture on behalf of the Guarantors. 
 If required by Section 4.15 hereof, the Issuer shall
cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article 10, to the extent applicable. 
  


	Section 10.04	Subrogation. 

 Each
Guarantor shall be subrogated to all rights of Holders of Notes against the Issuer in respect of any amounts paid by any Guarantor pursuant to the provisions of Section 10.01 hereof; provided that no Guarantor shall be entitled to
enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Issuer under this Indenture or the Notes shall have been paid in full. 

 

	Section 10.05	Benefits Acknowledged. 


Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this
Indenture and that the guarantee and waivers made by it pursuant to its Guarantee are knowingly made in contemplation of such benefits. 
  

	Section 10.06	Release of Guarantees. 

 A
Guarantee by a Guarantor shall be automatically and unconditionally released and discharged upon: 
 (1) (A) any
sale, exchange or transfer (by merger or otherwise) of (i) the Capital Stock of such Guarantor (including any sale, exchange or transfer), after which the applicable Guarantor is no longer a Restricted Subsidiary or (ii) all or
substantially all the assets of such Guarantor, provided that such sale, exchange or transfer of Capital Stock or assets is made in compliance with the applicable provisions of this Indenture; 

  
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 (B) the release or discharge of the Guarantee by such Domestic Restricted
Subsidiary of Indebtedness of the Issuer or a Guarantor (other than a release or discharge by, or as a result of, payment under such other guarantee) or the repayment of the Indebtedness, in each case, which resulted in the obligations to guarantee
the Notes pursuant to Section 4.15; 
 (C) the proper designation of any Restricted Subsidiary that is a
Guarantor as an Unrestricted Subsidiary; or 
 (D) the Issuer exercising their Legal Defeasance option in
accordance with Section 8.02 hereof or the Issuer’s obligations under this Indenture being discharged in accordance with the terms of this Indenture; and 

(2) the Issuer delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all
conditions precedent provided for in this Indenture relating to such transaction have been complied with. 
 ARTICLE XI

 SATISFACTION AND DISCHARGE 
  

	Section 11.01	Satisfaction and Discharge. 

 This Indenture will be discharged and will cease to be of further effect as to all Notes, when either: 
 (1) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust,
have been delivered to the Trustee for cancellation; or 
 (2) (A) all Notes not theretofore delivered to the
Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise, will become due and payable within one year or are to be called for redemption and redeemed within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer and the Issuer or any Guarantor have irrevocably deposited or caused to be deposited with the Trustee as trust funds in
trust solely for the benefit of the Holders of the Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the
entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption, as the case may be; 

(B) the Issuer has paid or caused to be paid all sums payable by it under this Indenture; and 

(C) the Issuer has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of
the Notes at maturity or the Redemption Date, as the case may be. 
 In addition, the Issuer must deliver an Officer’s
Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. 

  
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 Notwithstanding the satisfaction and discharge of this Indenture, if money shall have been
deposited with the Trustee pursuant to subclause (A) of clause (2) of this Section 11.01, the provisions of Section 11.02 and Section 8.06 hereof shall survive such satisfaction and discharge. 

 

	Section 11.02	Application of Trust Money. 

 Subject to the provisions of Section 8.06 hereof, all money deposited with the Trustee pursuant to Section 11.01 hereof shall be held in trust and applied by it, in accordance with the
provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and
premium, if any) and interest for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law. 

If the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with Section 11.01 hereof by
reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuer’s and any Guarantor’s obligations under this Indenture
and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 11.01 hereof; provided that if the Issuer has made any payment of principal of, premium, if any, or interest on any Notes because of the
reinstatement of its obligations, the Issuer 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 XII 

MISCELLANEOUS 
  

	Section 12.01	Trust Indenture Act Controls. 

 If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by Trust Indenture Act Section 318(c), the imposed duties shall control. 

 

	Section 12.02	Notices. 

 Any notice or
communication by the Issuer, any Guarantor or the Trustee to the others is duly given if in writing and delivered in person or mailed by first-class mail (registered or certified, return receipt requested), electronic delivery (in PDF format), fax
or overnight air courier guaranteeing next day delivery, to the others’ address: 
 If to the Issuer and/or any Guarantor:

 c/o B-Corp Merger Sub, Inc. 
 3020 Old Ranch Parkway Suite 220 
 Seal Beach, CA 90740 

Attention: General Counsel 
 Fax: (562) 342-7993 

  
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 with a copies to: 
 Fried, Frank, Harris, Shriver & Jacobson LLP 
 One New York Plaza

 New York, NY 10004 
 Attention: Stuart Gelfond 
 Fax: (212) 859-4000 

Permira Advisers L.L.C. 
 320 Park Avenue, 33rd Floor 
 New York, NY 10022 

Attention: Henry Minello 
 Fax: (212) 386-7481 
 If to the Trustee: 

Wells Fargo Bank, National Association 
 Corporate Trust Services 
 MAC N9311- 110 

625 Marquette Ave. 
 Minneapolis, MN 55479 
 Attention: Corporate Trust Services - Administrator for
B-Corp Merger Sub, Inc. 
 Fax: 612-667-9825 
 The Issuer, any Guarantor or the Trustee, by notice to the others, may designate additional or different addresses for subsequent notices or communications. 

All notices and communications (other than those sent to Holders) shall be deemed to have been duly given: as of the date so delivered if
delivered electronically, in PDF format; at the time delivered by hand, if personally delivered; five calendar days after being deposited in the mail, postage prepaid, if mailed by first-class mail; when receipt acknowledged, if faxed; and the next
Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery; provided that any notice or communication delivered to the Trustee shall be deemed effective upon actual receipt thereof.

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

If a notice or communication is mailed or otherwise delivered in the manner provided above within the time prescribed, such notice or
communication shall be deemed duly given, whether or not the addressee receives it. 
 The Trustee agrees to accept and act upon
facsimile or electronically sent (in PDF format) transmission of written instructions and/or directions pursuant to this Indenture given by the Issuer, provided, however that: (i) if requested, such Issuer, subsequent to such
facsimile transmission of written instructions and/or directions, shall provide the originally executed instructions and/or directions to the Trustee in a timely manner and (ii) such originally executed instructions and/or directions shall be
signed by an Authorized Officer of the Issuer. 

  
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 If the Issuer sends a notice or communication to Holders, it shall send a copy to the
Trustee and each Agent at the same time. 
  

	Section 12.03	Communication by Holders of Notes with Other Holders of Notes. 

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

	Section 12.04	Certificate and Opinion as to Conditions Precedent. 

 Upon any request or application by the Issuer or any of the Guarantors to the Trustee to take any action under this Indenture, the Issuer or such Guarantor, as the case may be, shall furnish to the
Trustee: 
 (a) An Officer’s Certificate in form and substance reasonably satisfactory to the Trustee (which
shall include the statements set forth in Section 12.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and

 (b) An Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include
the statements set forth in Section 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied. 
  

	Section 12.05	Statements Required in Certificate or Opinion. 

 Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to Section 4.04 hereof or Trust
Indenture Act Section 314(a)(4)) shall comply with the provisions of Trust Indenture Act Section 314(e) and shall include, as required by Section 314(e): 

(a) a statement that the Person making such certificate or opinion has read such covenant or condition; 

(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions
contained in such certificate or opinion are based; 
 (c) a statement that, in the opinion of such Person, he or
she has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and 

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

 With respect to matters of fact, an Opinion of Counsel may rely on an Officers’ Certificate, certificates of public
officials or reports or opinions of experts. 

  
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	Section 12.06	Rules by Trustee and Agents. 

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

 

	Section 12.07	No Personal Liability of Directors, Officers, Employees and Stockholders, etc.. 


No past, present or future director, officer, employee, incorporator or stockholder, member or limited partner of the Issuer or any
Restricted Subsidiary or any of their direct or indirect parent companies shall have any liability for any obligations of the Issuer or the Guarantors under the Notes, the Guarantees or this Indenture or for any claim based on, in respect of, or by
reason of such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. 

 

	Section 12.08	Governing Law. 

 THIS
INDENTURE, THE NOTES AND ANY GUARANTEE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF. 

 

	Section 12.09	Waiver of Jury Trial. 


THE ISSUER, THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT
TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY. 
  

	Section 12.10	Force Majeure. 

 In no
event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including, without
limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software or
hardware) services. 
  

	Section 12.11	No Adverse Interpretation of Other Agreements. 

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

	Section 12.12	Successors. 

 All
agreements of the Issuer in this Indenture and the Notes shall bind their successors. All agreements of the Trustee in this Indenture shall bind its successors. All agreements of each Guarantor in this Indenture shall bind its successors, except as
otherwise provided in Section 10.06 hereof. 

  
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	Section 12.13	Severability. 

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

 

	Section 12.14	Counterpart Originals. 


The parties may sign any number of copies of this Indenture which, when taken together, shall constitute one instrument. Each signed copy
shall be an original, but all of them together represent the same agreement. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Indenture as to
the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes. 

 

	Section 12.15	Table of Contents, Headings, etc. 

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

	Section 12.16	U.S.A. Patriot Act. 

 The
parties hereto acknowledge that in accordance with Section 326 of the U.S.A. Patriot Act, the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and
record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The parties to this Indenture agree that they will provide the Trustee with such information as it may request in
order for the Trustee to satisfy the requirements of the U.S.A. Patriot Act. 
 [Signatures on following page] 

  
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	B-CORP MERGER SUB, INC.,
	as Issuer
		
	By:	 	  





			
	Name:	 	
	Title:	 	


 Signature Page Indenture 







 
			
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
		
	By:	 	  

		 	Name:
		 	Title:


 Signature Page Indenture 







 EXHIBIT A 
 [Face of Note] 
 [Insert the Global Note Legend, if applicable pursuant to the
provisions of the Indenture] 
 [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture]


  
 A-1









 CUSIP [            ] 

ISIN [            ]1 

[RULE 144A][REGULATION S] GLOBAL NOTE 
 representing up to 

$[            ] 

8.25% Senior Notes due 2019 
  

			
	No.     	  	[$            ]

 B-CORP MERGER SUB, INC. 
 promises to pay to CEDE & CO. or registered assigns, the principal sum [set forth on the Schedule of Exchanges of Interests in the Global Note attached hereto] [of
                             United States Dollars] on June 1, 2019. 

Interest Payment Dates: June 1 and December 1 
 Record Dates: May 15 and November 15 
  

 

	1 	 Rule 144A Note CUSIP: 05539Y AA2 



	    	Rule 144A Note ISIN: US05539YAA29 


	    	Regulation S Note CUSIP: U0731E AA0 


	    	Regulation S Note ISIN: USU0731EAA02 


  
 A-2









 IN WITNESS HEREOF, the Issuer has caused this instrument to be duly executed. 

 

			
	B-CORP MERGER SUB, INC.
		
	By:	 	  

		 	Name:
		 	Title:


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

Dated: June 1, 2011 
  

			
	 WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee

		
	By:	 	  

		 	Authorized Signatory



  
 A-3









 [Back of Note] 
 8.25% Senior Notes due 2019 
 Capitalized terms used herein shall have the
meanings assigned to them in the Indenture referred to below unless otherwise indicated. 
 1. INTEREST. B-Corp Merger Sub,
Inc., a Delaware corporation (the “Issuer”), promises to pay interest on the principal amount of this Note at 8.25% per annum from [June 1, 2011]2 until maturity. The Issuer will pay interest semi-annually in arrears on June 1 and December 1 of each year,
or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid,
from the date of issuance; provided that the first Interest Payment Date shall be [December 1, 2011]. The Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal
to the then applicable interest rate on the Notes to the extent lawful; and shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace
period) at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. 
 2. METHOD OF PAYMENT. The Issuer will pay interest on the Notes to the Persons who are registered Holders of Notes at the close of business on the May 15 or November 15 (whether or not a
Business Day), as the case may be, next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to
defaulted interest. Payment of interest may be made by check mailed to the Holders at their addresses set forth in the register of Holders, provided that payment by wire transfer of immediately available funds will be required with respect to
principal of and interest and premium on, all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the Issuer or the Paying Agent at least five Business Days in advance of the applicable Interest
Payment Date. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. 
 3. PAYING AGENT AND REGISTRAR. Initially, Wells Fargo Bank, National Association, the Trustee under the Indenture, will act as Paying Agent and Registrar. The Issuer may change any Paying Agent or
Registrar without notice to the Holders. The Issuer or any of its Subsidiaries may act in any such capacity. 
 4. INDENTURE.
The Issuer issued the Notes under an Indenture, dated as of June 1, 2011, as may be amended, restated, supplemented or otherwise modified from time to time (the “Indenture”), among B-Corp Merger Sub, Inc. and the Trustee. This
Note is one of a duly authorized issue of notes of the Issuer designated as its 8.25% Senior Notes due 2019. The Issuer shall be entitled to issue Additional Notes pursuant to the Indenture. 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 
  

	2 	With respect to Notes issued on the Issue Date. 


  
 A-4









 
“Trust Indenture Act”). The Notes are subject to all such terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of such terms. To the
extent any provision of this Note conflicts with the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. 
 5. OPTIONAL REDEMPTION. 
 (a) Except as described below under clauses 5(b) and
5(d) hereof, the Notes will not be redeemable at the Issuer’s option before June 1, 2014. 
 (b) At any time prior to
June 1, 2014, the Issuer may redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice sent by first-class mail or by electronic delivery to each Holder of Notes to be redeemed at such Holder’s
registered address, 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 to, the date of redemption (the “Redemption Date”), subject to
the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date 
 (c)
On and after June 1, 2014, the Issuer may redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ prior notice sent by first-class mail or by electronic delivery to each Holder of Notes to be redeemed at such
Holder’s registered address, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon to the applicable Redemption Date, subject to the right
of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on June 1 of each of the years indicated below: 

 

					
	 Year
	  	Percentage	 
	 2014
	  	 	106.188	% 
	 2015
	  	 	104.125	% 
	 2016
	  	 	102.063	% 
	 2017 and thereafter
	  	 	100.000	% 

 (d) Until June 1, 2014, the Issuer may, at its option, on one or more occasions, redeem up to 35% of
the aggregate principal amount of Notes at a redemption price equal to 108.25% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, to the applicable Redemption Date, subject to the right of Holders of Notes of record
on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds of one or more Equity Offerings; provided that at least 50% of the sum of the original aggregate principal amount of Notes
issued under this Indenture and the original principal amount of any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that
each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the
Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. 
 (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture. 

6. MANDATORY REDEMPTION. The Issuer shall not be required to make mandatory redemption or sinking fund payments with respect to the
Notes. 

  
 A-5









 7. NOTICE OF REDEMPTION. Subject to Section 3.03 of the Indenture, notice of redemption
will be sent by first-class mail or electronic delivery at least 30 days but not more than 60 days before the redemption date (except that redemption notices may be sent more than 60 days prior to a Redemption Date if the notice is issued in
connection with Article VIII or Article XI of the Indenture) to each Holder whose Notes are to be redeemed at its registered address. Notes in denominations larger than $2,000 may be redeemed in part but only in whole multiples of $1,000, unless all
of the Notes held by a Holder are to be redeemed. On and after the redemption date interest ceases to accrue on Notes or portions thereof called for redemption. Redemption amounts shall only be paid upon presentation and surrender of any such Notes
to be redeemed. Payment of the redemption price and performance of the Issuer’s obligations in connection with any redemption may be performed by another Person. 
 8. OFFERS TO REPURCHASE. 
 (a) Upon the occurrence of a Change of Control, the
Issuer shall make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price equal to
101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase (the “Change of Control Payment”). The Change of Control Offer shall be made in accordance with Section 4.14 of
the Indenture. 
 (b) The Issuer is, subject to certain conditions and exceptions, obligated to make an offer to purchase Notes
and certain other pari passu Indebtedness at 100% of their principal amount, plus accrued and unpaid interest and Additional Interest, if any, thereon to the date of repurchase, with certain Excess Proceeds of Asset Sales in accordance with
the Indenture. 
 9. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without coupons in a minimum amount of
$2,000 and integral multiples of $1,000. 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 Issuer may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Issuer need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except
for the unredeemed portion of any Note being redeemed in part. Also, the Issuer need not exchange or register the transfer of any Notes for a period of 15 days before the sending of a notice of redemption of Notes to be redeemed or any Notes
selected for redemption or tendered (and not withdrawn) for repurchase in connection with a Change of Control Offer or Asset Sale Offer. 
 10. PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as its owner for all purposes. 
 11. AMENDMENT, SUPPLEMENT AND WAIVER. The Indenture, the Guarantees or the Notes may be amended or supplemented as provided in the Indenture. 

12. DEFAULTS AND REMEDIES. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of
Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes
to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency relating to the Issuer, all outstanding Notes will become due and payable immediately
without further action or notice. Holders may not enforce the Indenture, the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding
Notes may direct the Trustee in its exercise 

  
 A-6









 
of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or interest) if
it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or
and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest on, any of the Notes held by a non-consenting Holder. The Issuer and each Guarantor (to the extent that such Guarantor
is so required under the Trust Indenture Act) are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within ten Business Days after becoming aware of any Default, to deliver to
the Trustee a statement specifying such Default and what action the Issuer proposes to take with respect thereto. 
 13.
AUTHENTICATION. This Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of the Trustee. 

14. GOVERNING LAW. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THE NOTES AND THE GUARANTEES,
WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF. 
 15. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Issuer 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. 

16. Registration Rights Agreement. The Holder of this Note shall be entitled to the benefits of a Registration Rights Agreement,
dated as of the Issue Date, among the Issuer, the Guarantors and the Initial Purchasers. 
 The Issuer will furnish to any
Holder upon written request and without charge a copy of the Indenture. Requests may be made to the Issuer at the following address: 
 c/o B-Corp Merger Sub, Inc. 
 3020 Old Ranch Parkway Suite 220 

Seal Beach, CA 90740 
 Fax: (562) 480-4865 
 Attention: General Counsel 

  
 A-7









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

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

		  	(Insert assignee’s legal name)

  
  

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

 
  

 
  

 
  

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

			
	and irrevocably appoint	  	  


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

 

			
	Date:	 	  


  

			
	Your Signature:	 	  

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


  

			
	Signature Guarantee*:	 	  


  

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


  
 A-8









 OPTION OF HOLDER TO ELECT PURCHASE 

If you want to elect to have this Note purchased by the Issuer pursuant to Section 4.10 or 4.14 of the Indenture, check the
appropriate box below: 
 [  ]
Section 4.10            [  ] Section 4.14 
 If
you want to elect to have only part of this Note purchased by the Issuer pursuant to Section 4.10 or Section 4.14 of the Indenture, state the amount you elect to have purchased: 

$             

 

			
	Date:	 	  


  

			
	Your Signature:	 	  

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


  

			
	Tax Identification No.:	 	  



  

			
	Signature Guarantee*:	 	  


  

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


  
 A-9









 SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE* 

The initial outstanding principal amount of this Global Note is
$            . The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global or Definitive
Note for an interest in this Global Note, have been made: 
  

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

		 		 		 		 	
		 		 		 		 	
		 		 		 		 	
		 		 		 		 	
		 		 		 		 	
		 		 		 		 	
		 		 		 		 	

  

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


  
 A-10









 EXHIBIT B 
 FORM OF CERTIFICATE OF TRANSFER 
 B-Corp Merger Sub, Inc. 

3020 Old Ranch Parkway Suite 220 
 Seal Beach, CA
90740 
 Fax: (562) 480-4865 

Attention: General Counsel 
 Wells Fargo Bank,
National Association, 
   as Trustee and Registrar – DAPS Reorg 
 MAC N9303-121 
 608 2nd Avenue South 
 Minneapolis, MN 55479 
 Telephone No.: (877) 872-4605 

Fax No.: (866) 969-1290 
 Email:
DAPSreorg@WellsFargo.com 
 Re: 8.25% Senior Notes due 2019 

Reference is hereby made to the Indenture, dated as of June 1, 2011, as may be amended, restated, supplemented or otherwise modified
from time to time (the “Indenture”), among B-Corp Merger Sub, Inc. and the Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. 

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

1. [  ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE 144A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT
TO RULE 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies
that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which
such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer is in
compliance with any applicable blue sky securities laws of any state of the United States. 
 2. [  ] CHECK IF
TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE REGULATION S GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO REGULATION S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 promulgated under the
Securities Act and, accordingly, the Transferor hereby further certifies that (i) 

  
 B-1









 
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 promulgated under the Securities Act (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration of
the Restricted Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Indenture and the Securities Act. 
 3. [  ] CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE DEFINITIVE NOTE PURSUANT TO ANY PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S.
The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable
blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one): 
 (a) [  ] such Transfer is being effected pursuant to and in accordance with Rule 144 promulgated under the Securities Act; 
 or 
 (b) [  ] such Transfer is being effected to the
Issuer or a subsidiary thereof; 
 or 
 (c) [  ] such Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities
Act. 
 4. [  ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE OR OF
AN UNRESTRICTED DEFINITIVE NOTE. 
 (a) [  ] CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is being
effected pursuant to and in accordance with Rule 144 promulgated under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and
(ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of
the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in
the Indenture. 

  
 B-2









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

  
 B-3









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

			
	[Insert Name of Transferor]
		
	By:	 	  

		 	Name:
		 	Title:


  

			
	Dated:	 	  



  
 B-4









 ANNEX A TO CERTIFICATE OF TRANSFER 

 

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

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

	 	(a)	[  ] a beneficial interest in the: 

  

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


 

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


 

	 	(b)	[  ] a Restricted Definitive Note. 

  

	 	2.	After the Transfer the Transferee will hold: 

 [CHECK ONE] 
  

	 	(a)	[  ] a beneficial interest in the: 

  

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


 

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


 

	 	(b)	[  ] a Restricted Definitive Note; or 

  

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


  
 B-5









 EXHIBIT C 
 FORM OF CERTIFICATE OF EXCHANGE 
 B-Corp Merger Sub, Inc. 

3020 Old Ranch Parkway Suite 220 
 Seal Beach, CA
90740 
 Fax: (562) 480-4865 

Attention: General Counsel 
 Wells Fargo Bank,
National Association 
   as Trustee and Registrar – DAPS Reorg 
 MAC N9303-121 
 608 2nd Avenue South 
 Minneapolis, MN 55479 
 Telephone No.: (877) 872-4605 

Fax No.: (866) 969-1290 
 Email:
DAPSreorg@WellsFargo.com 
 Re: 8.25% Senior Notes due 2019 

Reference is hereby made to the Indenture, dated as of June 1, 2011, as may be amended, restated, supplemented or otherwise modified
from time to time (the “Indenture”), among B-Corp Merger Sub, Inc. and the Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. 

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

  
 C-1









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

2) EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR
BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES 
 a) [  ] CHECK IF EXCHANGE IS FROM BENEFICIAL
INTEREST IN A RESTRICTED GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner hereby
certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will
continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act. 

b) [  ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE.
In connection with the Exchange 

  
 C-2









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

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

			
	[Insert Name of Transferor]
		
	By:	 	  

		 	Name:
		 	Title:


  

			
	Dated:	 	  



  
 C-3









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

 Supplemental Indenture (this “Supplemental Indenture”), dated as of
                    , among B-Corp Merger Sub, Inc., a Delaware corporation (the “Issuer”),
[            ], a subsidiary of the Issuer and a [            ] [corporation] (the “Guaranteeing Subsidiary”),
the other Guarantors party thereto, and Wells Fargo Bank, National Association, as trustee (the “Trustee”). 
 W
I T N E S S E T H 
 WHEREAS, the Issuer has heretofore executed and delivered to the Trustee an indenture (the
“Indenture”), dated as of June 1, 2011, providing for the issuance of an unlimited aggregate principal amount of 8.25% Senior Notes due 2019 (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 Issuer’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the
“Guarantee”); and 
 WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to
execute and deliver this Supplemental Indenture. 
 NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 

(1) Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

 (2) Agreement to Guarantee. The Guaranteeing Subsidiary hereby agrees as follows: 

(a) The Guaranteeing Subsidiary hereby becomes a party to the Indenture as a Guarantor and as such will have all of the
rights and be subject to all of the obligations and agreements of a Guarantor under the Indenture, subject to the terms and conditions set forth in the Indenture. 

(b) The Guaranteeing Subsidiary agrees, on a joint and several basis with all the existing Guarantors, to fully,
unconditionally and irrevocably Guarantee to each Holder of the Notes and the Trustee the Obligations in accordance with the terms set forth in Article 10 of the Indenture on a senior basis. 

(3) No Personal Liability of Directors, Officers, Employees and Stockholders. No past, present or future director, officer,
employee, incorporator or stockholder, member or limited partner of the Issuer or any Restricted Subsidiary or any of their direct or indirect parent companies shall have any liability for any obligations of the Issuer or the Guarantors (including
the Guaranteeing Subsidiary) under the Notes, the 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. 

  
 D-1









 (5) Execution and Delivery. The Guaranteeing Subsidiary agrees that the Guarantee
shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. 
 (6) Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.

 (7) 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. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental
Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

 (8) Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction
hereof. 
 (9) The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the
validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary. 

(10) Benefits Acknowledged. The Guaranteeing Subsidiary’s Guarantee is subject to the terms and conditions set forth in the
Indenture. The Guaranteeing Subsidiary acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that the guarantee and waivers made by it
pursuant to this Guarantee are knowingly made in contemplation of such benefits. 
 (11) Successors. All agreements of
the Guaranteeing Subsidiary in this Supplemental Indenture shall bind its successors, except as otherwise provided in the Indenture (including without limitation Section 10.06 of the Indenture). All agreements of the Trustee in this
Supplemental Indenture shall bind its successors. 

  
 D-2









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

			
	[GUARANTEEING SUBSIDIARY]
		
	By:	 	  

		 	Name:
		 	Title:
	
	 WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee

		
	By:	 	  

		 	Name:
		 	Title:



  
 D-3