Indenture



 Exhibit 4.1 
 EXECUTION VERSION 
  

 
 VERSO PAPER HOLDINGS LLC

 and 

VERSO PAPER INC. 

as Issuers, 
 and
the Guarantors named herein 
 11.75% Secured Notes due 2019 

 
  

INDENTURE 
 Dated
as of May 11, 2012 
  
  

WILMINGTON TRUST, NATIONAL ASSOCIATION, 
 as Trustee 
  
  







 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
	
	ARTICLE 1	  
	
	DEFINITIONS AND INCORPORATION BY REFERENCE	  
			
	Section 1.01	 	 Definitions
	  	 	1	  
	Section 1.02	 	 Other Definitions
	  	 	42	  
	Section 1.03	 	 Incorporation by Reference of Trust Indenture Act
	  	 	43	  
	Section 1.04	 	 Rules of Construction
	  	 	44	  
	
	ARTICLE 2	  
	
	THE SECURITIES	  
			
	Section 2.01	 	 Amount of Securities
	  	 	45	  
	Section 2.02	 	 Form and Dating
	  	 	46	  
	Section 2.03	 	 Execution and Authentication
	  	 	46	  
	Section 2.04	 	 Registrar and Paying Agent
	  	 	47	  
	Section 2.05	 	 Paying Agent to Hold Money in Trust
	  	 	48	  
	Section 2.06	 	 Holder Lists
	  	 	48	  
	Section 2.07	 	 Transfer and Exchange
	  	 	48	  
	Section 2.08	 	 Replacement Securities
	  	 	49	  
	Section 2.09	 	 Outstanding Securities
	  	 	49	  
	Section 2.10	 	 Temporary Securities
	  	 	50	  
	Section 2.11	 	 Cancellation
	  	 	50	  
	Section 2.12	 	 Defaulted Interest
	  	 	50	  
	Section 2.13	 	 CUSIP Numbers, ISINs, etc.
	  	 	51	  
	Section 2.14	 	 Calculation of Principal Amount of Securities
	  	 	51	  
		
	ARTICLE 3	  			
		
	REDEMPTION	  			
			
	Section 3.01	 	 Optional Redemption
	  	 	51	  
	Section 3.02	 	 Applicability of Article
	  	 	51	  
	Section 3.03	 	 Notices to Trustee
	  	 	51	  
	Section 3.04	 	 Selection of Securities to Be Redeemed
	  	 	52	  
	Section 3.05	 	 Notice of Redemption
	  	 	52	  
	Section 3.06	 	 Effect of Notice of Redemption
	  	 	53	  
	Section 3.07	 	 Deposit of Redemption Price
	  	 	53	  
	Section 3.08	 	 Securities Redeemed in Part
	  	 	54	  
	Section 3.09	 	 Mandatory Redemption
	  	 	54	  


  
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	ARTICLE 4	  
	
	COVENANTS	  
			
	Section 4.01	 	 Payment of Securities
	  	 	54	  
	 Section 4.02
	 	 Reports and Other Information
	  	 	55	  
	 Section 4.03
	 	 Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock
	  	 	56	  
	 Section 4.04
	 	 Limitation on Restricted Payments
	  	 	63	  
	 Section 4.05
	 	 Dividend and Other Payment Restrictions Affecting Subsidiaries
	  	 	70	  
	 Section 4.06
	 	 Asset Sales
	  	 	72	  
	 Section 4.07
	 	 Transactions with Affiliates
	  	 	75	  
	 Section 4.08
	 	 Change of Control
	  	 	78	  
	 Section 4.09
	 	 Compliance Certificate
	  	 	80	  
	 Section 4.10
	 	 Further Instruments and Acts
	  	 	80	  
	 Section 4.11
	 	 Future Guarantors
	  	 	80	  
	 Section 4.12
	 	 Liens
	  	 	80	  
	 Section 4.13
	 	 [Reserved]
	  	 	81	  
	 Section 4.14
	 	 Maintenance of Office or Agency
	  	 	82	  
	 Section 4.15
	 	 Limitation on Business Activities of Finance Co
	  	 	82	  
	 Section 4.16
	 	 Further Assurances; Collateral Inspections and Reports; Costs and Indemnification
	  	 	82	  
	 Section 4.17
	 	 Suspension of Certain Covenants
	  	 	84	  
		
	ARTICLE 5	  			
		
	SUCCESSOR COMPANY	  			
			
	Section 5.01	 	 When Company May Merge or Transfer Assets
	  	 	85	  
		
	ARTICLE 6	  			
		
	DEFAULTS AND REMEDIES	  			
			
	Section 6.01	 	 Events of Default
	  	 	88	  
	 Section 6.02
	 	 Acceleration
	  	 	90	  
	 Section 6.03
	 	 Other Remedies
	  	 	91	  
	 Section 6.04
	 	 Waiver of Past Defaults
	  	 	91	  
	 Section 6.05
	 	 Control by Majority
	  	 	91	  
	 Section 6.06
	 	 Limitation on Suits
	  	 	92	  
	 Section 6.07
	 	 Rights of the Holders to Receive Payment
	  	 	92	  
	 Section 6.08
	 	 Collection Suit by Trustee
	  	 	92	  
	 Section 6.09
	 	 Trustee May File Proofs of Claim
	  	 	93	  
	 Section 6.10
	 	 Priorities
	  	 	93	  
	 Section 6.11
	 	 Undertaking for Costs
	  	 	93	  
	 Section 6.12
	 	 Waiver of Stay or Extension Laws
	  	 	94	  


  
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	ARTICLE 7	  
	
	TRUSTEE	  
			
	Section 7.01	 	 Duties of Trustee
	  	 	94	  
	 Section 7.02
	 	 Rights of Trustee
	  	 	95	  
	 Section 7.03
	 	 Individual Rights of Trustee
	  	 	96	  
	 Section 7.04
	 	 Trustee’s Disclaimer
	  	 	96	  
	 Section 7.05
	 	 Notice of Defaults
	  	 	97	  
	 Section 7.06
	 	 Reports by Trustee to the Holders
	  	 	97	  
	 Section 7.07
	 	 Compensation and Indemnity
	  	 	97	  
	 Section 7.08
	 	 Replacement of Trustee
	  	 	98	  
	 Section 7.09
	 	 Successor Trustee by Merger
	  	 	99	  
	 Section 7.10
	 	 Eligibility; Disqualification
	  	 	99	  
	 Section 7.11
	 	 Preferential Collection of Claims Against the Issuers
	  	 	100	  
		
	ARTICLE 8	  			
		
	DISCHARGE OF INDENTURE; DEFEASANCE	  			
			
	Section 8.01	 	 Discharge of Liability on Securities; Defeasance
	  	 	100	  
	 Section 8.02
	 	 Conditions to Defeasance
	  	 	101	  
	 Section 8.03
	 	 Application of Trust Money
	  	 	102	  
	 Section 8.04
	 	 Repayment to Company
	  	 	103	  
	 Section 8.05
	 	 Indemnity for U.S. Government Obligations
	  	 	103	  
	 Section 8.06
	 	 Reinstatement
	  	 	103	  
		
	ARTICLE 9	  			
		
	AMENDMENTS AND WAIVERS	  			
			
	Section 9.01	 	 Without Consent of the Holders
	  	 	103	  
	 Section 9.02
	 	 With Consent of the Holders
	  	 	105	  
	 Section 9.03
	 	 Compliance with Trust Indenture Act
	  	 	106	  
	 Section 9.04
	 	 Revocation and Effect of Consents and Waivers
	  	 	106	  
	 Section 9.05
	 	 Notation on or Exchange of Securities
	  	 	107	  
	 Section 9.06
	 	 Trustee to Sign Amendments
	  	 	107	  
	 Section 9.07
	 	 Payment for Consent
	  	 	107	  
	 Section 9.08
	 	 Additional Voting Terms; Calculation of Principal Amount
	  	 	107	  
		
	ARTICLE 10	  			
		
	RANKING OF NOTE LIENS	  			
			
	Section 10.01	 	 Agreement for the Benefit of Holders of First-Priority Liens and Parity Liens
	  	 	108	  


  
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	 Section 10.02
	 	 Securities, Note Guarantees and other Obligations with respect to the Securities not Subordinated
	  	 	109	  
	 Section 10.03
	 	 Relative Rights
	  	 	109	  
		
	ARTICLE 11	  			
		
	COLLATERAL AND SECURITY	  			
			
	Section 11.01	 	 Security Documents
	  	 	111	  
	 Section 11.02
	 	 Collateral Agent
	  	 	111	  
	 Section 11.03
	 	 Authorization of Actions to Be Taken
	  	 	112	  
	 Section 11.04
	 	 Release of Liens
	  	 	113	  
	 Section 11.05
	 	 Filing, Recording and Opinions
	  	 	114	  
	 Section 11.06
	 	 Purchaser Protected
	  	 	116	  
	 Section 11.07
	 	 Powers Exercisable by Receiver or Trustee
	  	 	116	  
	 Section 11.08
	 	 Release Upon Termination of the Issuers’ Obligations
	  	 	116	  
	 Section 11.09
	 	 Designations
	  	 	116	  
		
	ARTICLE 12	  			
		
	NOTE GUARANTEES	  			
			
	Section 12.01	 	 Note Guarantees
	  	 	117	  
	 Section 12.02
	 	 Limitation on Liability; Release
	  	 	119	  
	 Section 12.03
	 	 Successors and Assigns
	  	 	120	  
	 Section 12.04
	 	 No Waiver
	  	 	120	  
	 Section 12.05
	 	 Modification
	  	 	120	  
	 Section 12.06
	 	 Execution of Supplemental Indenture for Future Guarantors
	  	 	120	  
	 Section 12.07
	 	 Non-Impairment
	  	 	121	  
		
	ARTICLE 13	  			
		
	MISCELLANEOUS	  			
			
	Section 13.01	 	 Trust Indenture Act Controls
	  	 	121	  
	 Section 13.02
	 	 Notices
	  	 	121	  
	 Section 13.03
	 	 Communication by the Holders with Other Holders
	  	 	122	  
	 Section 13.04
	 	 Certificate and Opinion as to Conditions Precedent
	  	 	122	  
	 Section 13.05
	 	 Statements Required in Certificate or Opinion
	  	 	122	  
	 Section 13.06
	 	 When Securities Disregarded
	  	 	123	  
	 Section 13.07
	 	 Rules by Trustee, Paying Agent and Registrar
	  	 	123	  
	 Section 13.08
	 	 Legal Holidays
	  	 	123	  
	 Section 13.09
	 	 GOVERNING LAW
	  	 	123	  
	 Section 13.10
	 	 No Recourse Against Others
	  	 	123	  
	 Section 13.11
	 	 Successors
	  	 	124	  
	 Section 13.12
	 	 Multiple Originals
	  	 	124	  


  
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	 Section 13.13
	 	 Table of Contents; Headings
	  	 	124	  
	 Section 13.14
	 	 Indenture Controls
	  	 	124	  
	 Section 13.15
	 	 Severability
	  	 	124	  
			
	 Appendix A –
	 	 Provisions Relating to Initial Securities, Additional Securities and Exchange Securities
	  			
		
	 EXHIBIT INDEX
	  			
			
	 Exhibit A     –
	 	 Initial Security
	  			
	 Exhibit B     –
	 	 Exchange Security
	  			
	 Exhibit C     –
	 	 Form of Transferee Letter of Representation
	  			
	 Exhibit D     –
	 	 Form of Supplemental Indenture
	  			


  
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 CROSS-REFERENCE TABLE 

 

					
	 TIA Section
	  	 Indenture
Section

			
	310	 		  	13.01
		 	(a)	  	7.10
		 	(b)	  	7.08; 7.10
		 	(b)(1)	  	7.10
	311	 		  	13.01
		 	(a)	  	7.11
		 	(b)	  	7.11
	312	 		  	13.01
		 	(b)	  	13.03
		 	(c)	  	13.03
	313	 		  	13.01
		 	(a)	  	7.06
		 	(b)	  	7.06
	314	 		  	13.01
		 	(a)(4)	  	4.09
		 	(b)	  	11.05
		 	(b)(2)	  	11.05
		 	(d)	  	11.05
	315	 		  	13.01
	316	 		  	13.01
	317	 		  	13.01
	318	 		  	13.01

  

	Note:	This Cross-Reference Table shall not, for any purposes, be deemed to be part of this Indenture. 


  
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 INDENTURE dated as of May 11, 2012 among VERSO PAPER HOLDINGS LLC, a Delaware limited
liability company (the “Company”), VERSO PAPER INC., a Delaware corporation (“Finance Co.” and, together with the Company, the “Issuers” and each an “Issuer”), the Guarantors (as defined herein) and WILMINGTON
TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”). 
 Each party agrees as
follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of (a) $271,573,000 aggregate principal amount of the Issuers’ 11.75% Secured Notes due 2019 (the “Original Securities”) issued on
the date hereof, (b) any Additional Securities (as defined herein) that may be issued after the date hereof in the form of Exhibit A (all such securities in clauses (a) and (b) being referred to collectively as the
“Initial Securities”) and (c) if and when issued as provided in the Registration Agreement (as defined in Appendix A hereto (the “Appendix”)) or otherwise registered under the Securities Act and issued, $271,573,000
aggregate principal amount of the Issuers’ 11.75% Secured Notes due 2019 (the “Exchange Securities”) issued in a Registered Exchange Offer (as defined in the Appendix) in exchange for any Initial Securities or otherwise registered
under the Securities Act and issued in the form of Exhibit B. The Original Securities, any Additional Securities (as defined herein) and the Exchange Securities are referred to collectively as the “Securities” (and constitute a
single series hereunder). Subject to the conditions and compliance with the covenants set forth herein, the Issuers may issue an unlimited aggregate principal amount of Additional Securities. 

ARTICLE 1 

DEFINITIONS AND INCORPORATION BY REFERENCE 
 Section 1.01 Definitions. 
 “2019 First-Lien Notes” means
the Issuers’ 11.75% Senior Secured Notes due 2019. 
 “2019 First-Lien Notes Collateral Agent” means Wilmington
Trust, National Association, in its capacity as “Collateral Agent” with respect to the 2019 First-Lien Notes and the 2019 First-Lien Notes Indenture and the related security documents, and any successor thereto in such capacity.

 “2019 First-Lien Notes Indenture” means the Indenture, dated as of March 21, 2012, among the Issuers, the
Guarantors and Wilmington Trust, National Association, in its capacity as trustee thereunder. 
 “2019 First-Lien Notes
Obligations” means the Obligations of the Issuers and any other obligor under the 2019 First-Lien Notes Indenture or any of the other related documents, including any guarantor thereof, to pay principal, premium, if any, and interest (including
any interest accruing after the commencement of bankruptcy or insolvency proceedings) when due and payable, and all other amounts due or to become due under or in connection with the 2019 First-Lien Notes Indenture and such related documents and the
performance of all other Obligations of the Issuers and the guarantors to the Trustee and the holders of 2019 First-Lien Notes under Note Documents, according to the respective terms thereof. 







 “ABL Facility” means (i) the revolving credit agreement entered into on
May 4, 2012, among the Company and each other Subsidiary of the Company from time to time party thereto, the lenders and agents party thereto and Citibank, N.A., as administrative agent and as ABL Facility Collateral Agent, as amended,
restated, supplemented, waived, replaced (whether or not upon termination, and whether with the original lenders or otherwise), restructured, repaid, refunded, refinanced or otherwise modified from time to time after the Issue Date, including any
agreement or indenture extending the maturity thereof, refinancing, replacing or otherwise restructuring all or any portion of the Indebtedness under such agreement or agreements or indenture or indentures or any successor or replacement agreement
or agreements or indenture or indentures or increasing the amount loaned or issued thereunder or altering the maturity thereof, and (ii) whether or not the facility referred to in clause (i) remains outstanding, if designated by the
Company to be included in the definition of “ABL Facility,” one or more (A) debt facilities or commercial paper facilities, providing for revolving credit loans, term loans, receivables financing (including through the sale of
receivables to lenders or to special purpose entities formed to borrow from lenders against such receivables) or letters of credit, (B) debt securities, indentures or other forms of debt financing (including convertible or exchangeable debt
instruments or bank guarantees or bankers’ acceptances), or (C) instruments or agreements evidencing any other Indebtedness, in each case, with the same or different borrowers or issuers and, in each case, as amended, supplemented,
modified, extended, restructured, renewed, refinanced, restated, replaced or refunded in whole or in part from time to time. 

“ABL Facility Collateral Agent” means the “Collateral Agent” (or similar entity) under the ABL Facility Documents and
any successor thereto in such capacity. 
 “ABL Facility Documents” means the agreements and other instruments
governing the ABL Facility, together with any guarantees thereof and any security documents, other collateral documents and other instruments relating thereto (including documents and instruments governing Hedging Obligations required by the ABL
Facility or relating to ABL Obligations). 
 “ABL Obligations” means the Obligations of the borrowers and other
obligors (including the Issuers and the Guarantors) under the ABL Facility or any of the other ABL Facility Documents, to pay principal, premium, if any, and interest (including any interest accruing after the commencement of bankruptcy or
insolvency proceedings) when due and payable, and all other amounts due or to become due under or in connection with the ABL Facility Documents and the performance of all other Obligations of the obligors thereunder to the lenders and agents under
the ABL Facility Documents, according to the respective terms thereof. 
 “Acquired Indebtedness” means, with respect
to any specified Person: 
 (1) Indebtedness of any other Person existing at the time such other Person is
merged, consolidated or amalgamated with or into or became a Restricted Subsidiary of such specified Person, and 

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

  
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 “Acquisition” means the acquisition by the Company and certain of its Affiliates
of certain assets and equity interests in certain entities, in each case relating to the catalog and magazine paper business of International Paper Company, a New York corporation, pursuant to the terms of the Agreement of Purchase and Sale.

 “Acquisition Documents” means the Agreement of Purchase and Sale and any other document entered into in connection
therewith, in each case as amended, supplemented or modified from time to time. 
 “Additional First-Priority Lien Secured
Party” means the holders of any Other First-Priority Lien Obligations that are Incurred after the Issue Date. 

“Additional Securities” means 11.75% Secured Notes due 2019 issued under the terms of this Indenture subsequent to the Issue
Date. 
 “Adjusted EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such
Person for such period plus, without duplication, to the extent the same was deducted in calculating Consolidated Net Income: 
 (1) Consolidated Taxes; plus 
 (2) Consolidated Interest Expense;
plus 
 (3) Consolidated Non-cash Charges; plus 

(4) business optimization income and expenses and other restructuring charges or expenses (which, for the avoidance of
doubt, shall include, without limitation, the effect of inventory optimization programs, plant closures, retention, systems establishment costs and excess pension charges); provided that with respect to each business optimization expense or
other restructuring charge, the Company shall have delivered to the Trustee an Officers’ Certificate specifying and quantifying such expense or charge and stating that such expense or charge is a business optimization expense or other
restructuring charge, as the case may be; plus 
 (5) the amount of management, monitoring, consulting and
advisory fees and related expenses paid to the Sponsors (or any accruals relating to such fees and related expenses) during such period pursuant to the terms of the agreements between the Sponsors and the Company and its Subsidiaries as described
with particularity in each of the Offering Memoranda (including the documents incorporated therein by reference) and as in effect on the Issue Date; plus 
 (6) non-operating expenses (minus non-operating income); 
 less, without duplication, 

(7) non-cash items increasing Consolidated Net Income for such period (excluding the recognition of deferred revenue or
any items which represent the reversal of any accrual of, or cash reserve for, anticipated cash charges in any prior period and any items for which cash was received in a prior period). 

  
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 “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, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise. 
 “Agreement of Purchase and Sale” means the agreement of
purchase and sale, dated as of June 4, 2006, by and among International Paper Company, a New York corporation, CMP Investments LP, a Delaware limited partnership, and CMP Holdings LLC, a Delaware limited liability company, as amended,
supplemented or modified from time to time. 
 “Applicable Accounting Standards” means, initially, GAAP;
provided, however, that the Company may, upon not less than sixty (60) days’ prior written notice to the Trustee, change to IFRS; provided, however, that notwithstanding the foregoing, if the Company changes to
IFRS, it may elect, in its sole discretion, to continue to utilize GAAP for the purposes of making all calculations under this Indenture that are subject to Applicable Accounting Standards and the notice to the Trustee required upon the change to
IFRS shall set forth whether or not the Company intends to continue to use GAAP for purposes of making all calculations under this Indenture. In the event the Company elects to change to IFRS for purposes of making calculations under this Indenture,
references in this Indenture to a standard or rule under GAAP shall be deemed to refer to the most nearly comparable standard or rule under IFRS. 
 “Applicable Premium” means, with respect to any Security on any applicable redemption date, as determined by the Company, the greater of: 

(1) 1% of the then outstanding principal amount of the Security; and 

(2) the excess of: 
 (a) the present value at such redemption date of (i) the redemption price of the Security, at January 15, 2015 as set forth in Paragraph 5 of the applicable Security plus (ii) all required
interest payments due on such Security through January 15, 2015 (excluding accrued but unpaid interest), 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 Security. 

“Asset Sale” means: 
 (1) the sale, conveyance, transfer or other disposition (whether in a single transaction or a series of related transactions) of property or assets (including by way of a Sale/Leaseback Transaction)
outside the ordinary course of business of the Company or any Restricted Subsidiary of the Company (each referred to in this definition as a “disposition”) or 

  
 4 








 (2) the issuance or sale of Equity Interests (other than directors’
qualifying shares and shares issued to foreign nationals or other third parties to the extent required by applicable law) of any Restricted Subsidiary (other than to the Company or another Restricted Subsidiary of the Company) (whether in a single
transaction or a series of related transactions), 
 in each case other than: 

(a) a disposition of Cash Equivalents or Investment Grade Securities or obsolete or worn out property or equipment in the
ordinary course of business; 
 (b) the disposition of all or substantially all of the assets of the Company in a
manner permitted pursuant to Section 5.01 or any disposition that constitutes a Change of Control; 
 (c)
any Restricted Payment or Permitted Investment that is permitted to be made, and is made, under Section 4.04; 
 (d) any disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary, which assets or Equity Interests so disposed or issued have an aggregate Fair Market Value of less than
$10.0 million; 
 (e) any disposition of property or assets, or the issuance of securities, by a Restricted
Subsidiary of the Company to the Company or by the Company or a Restricted Subsidiary of the Company to a Restricted Subsidiary of the Company; 
 (f) any exchange of assets (including a combination of assets and Cash Equivalents) for assets related to a Similar Business of comparable or greater market value or usefulness to the business of the
Company and its Restricted Subsidiaries as a whole, as determined in good faith by the Company, which in the event of an exchange of assets with a Fair Market Value in excess of (A) $10.0 million shall be evidenced by an Officers’
Certificate, and (B) $20.0 million shall be set forth in a resolution approved in good faith by at least a majority of the Board of Directors of the Company; 

(g) foreclosure on assets of the Company or any of its Restricted Subsidiaries; 

(h) any sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary; 

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

(j) any sale of inventory or other assets in the ordinary course of business; 

  
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 (k) any grant in the ordinary course of business of any license of patents,
trademarks, know-how or any other intellectual property; 
 (l) a transfer of accounts receivable and related
assets of the type specified in the definition of “Receivables Financing” (or a fractional undivided interest therein) by a Receivables Subsidiary in a Qualified Receivables Financing; 

(m) the grant in the ordinary course of business of any licenses of patents, trademarks, know-how and any other
intellectual property; 
 (n) the sale of any property in a Sale/Leaseback Transaction within six months of the
acquisition of such property; and 
 (o) any sale of Specified Non-Core Assets. 

“Bank Indebtedness” means any and all amounts payable under or in respect of a Credit Agreement and the other Senior Credit
Documents as amended, restated, supplemented, waived, replaced, restructured, repaid, refunded, refinanced or otherwise modified from time to time (including after termination of the Credit Agreement), including principal, premium (if any), interest
(including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company whether or not a claim for post-filing interest is allowed in such proceedings), fees, charges, expenses, reimbursement
obligations, guarantees and all other amounts payable thereunder or in respect thereof. 
 “Bankruptcy Code” means
Title 11 of the United States Code. 
 “Board of Directors” means, as to any Person, the board of directors or
managers, as applicable, of such Person (or, if such Person is a partnership, the board of directors or other governing body of the general partner of such Person) or any duly authorized committee thereof. 

“Borrowing Base” means, as of any date, the sum of (x) 90% of the book value of the inventory of the Company and its
Restricted Subsidiaries as of the end of the most recent fiscal quarter preceding such date, (y) 90% of the book value of the accounts receivable of the Company and its Restricted Subsidiaries as of the end of the most recent fiscal quarter
preceding such date and (z) 100% of the Unrestricted Cash of the Company and its Restricted Subsidiaries as of the end of the most recent fiscal quarter preceding such date, in each case calculated on a consolidated basis in accordance with
Applicable Accounting Standards (calculated on a pro forma basis to give effect to any Investment, acquisition, disposition, mergers, consolidations and dispositions, mergers, consolidations and discontinued operation, in each case with such pro
forma adjustments as are consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio). 
 “Business Day” means a day other than a Saturday, Sunday or other day on which banking institutions are authorized or required by law to close in New York City or the applicable place of
payment. 
 “Capital Stock” means: 

(1) in the case of a corporation, corporate stock or shares; 

  
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 (2) in the case of an association or business entity, any and all shares,
interests, participations, rights or other equivalents (however designated) of corporate stock; 
 (3) in the
case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and 
 (4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person. 

“Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in
respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with Applicable Accounting Standards. 

“Cash Contribution Amount” means the aggregate amount of cash contributions made to the capital of the Company described in the
definition of “Contribution Indebtedness.” 
 “Cash Equivalents” means: 

(1) U.S. Dollars, pounds sterling, euros, the national currency of any member state in the European Union or, in the case
of any Foreign Subsidiary that is a Restricted Subsidiary, such local currencies held by it from time to time in the ordinary course of business; 
 (2) securities issued or directly and fully guaranteed or insured by the U.S. government or any country that is a member of the European Union or any agency or instrumentality thereof in each case
maturing, not more than two years from the date of acquisition; 
 (3) in the case of any Foreign Subsidiary,
securities issued or directly and fully guaranteed or insured by the government of the jurisdiction of such Foreign Subsidiary, or any agency or instrumentality thereof, in each case with maturities not exceeding 270 days after the date of
acquisition and held by it from time to time in the ordinary course of business; 
 (4) certificates of deposit,
time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances, in each case with maturities not exceeding one year and overnight bank deposits, in each case with any commercial
bank having capital and surplus in excess of $250 million and whose long-term debt is rated “A” or the equivalent thereof by Moody’s or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency);


  
 7 








 (5) repurchase obligations for underlying securities of the types described
in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above; 
 (6) commercial paper issued by a corporation (other than an Affiliate of the Company) rated at least “A-1” or the equivalent thereof by Moody’s or S&P (or reasonably equivalent ratings
of another internationally recognized ratings agency) and in each case maturing within one year after the date of acquisition; 
 (7) readily marketable direct obligations issued by any state of the United States of America or any political subdivision thereof having one of the two highest rating categories obtainable from either
Moody’s or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency) in each case with maturities not exceeding two years from the date of acquisition; 

(8) Indebtedness issued by Persons (other than the Sponsors or any of their Affiliates) with a rating of “A” or
higher from S&P or “A-2” or higher from Moody’s in each case with maturities not exceeding two years from the date of acquisition; 
 (9) investment funds investing at least 95% of their assets in securities of the types described in clauses (1) through (8) above; and 

(10) instruments equivalent to those referred to in clauses (1) through (9) above denominated in euros or any
other foreign currency and comparable in credit quality and tenor to those referred to above and commonly used by corporations for cash management purposes in any jurisdiction outside the United States to the extent reasonably required in connection
with any business conducted by any Subsidiary organized in such jurisdiction. 
 “Change of Control” means the
occurrence of any of the following events: 
 (i) the sale, lease or transfer, in one or a series of related
transactions, of all or substantially all the assets of the Company and its Subsidiaries, taken as a whole, to a Person other than any of the Permitted Holders; or 

(ii) the Issuers become aware (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act,
proxy, vote, written notice or otherwise) of the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of
acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than any of the Permitted Holders, in a single transaction or in a related series of transactions, by way of merger, consolidation
or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision), of more than 50% of the total voting power of the Voting Stock of the Company or any direct or
indirect parent of the Company; or 

  
 8 








 (iii) individuals who on the Issue Date constituted the Board of Directors
of the Company (together with any new directors whose election by such Board of Directors of the Company or whose nomination for election by the shareholders of the Company was approved by (a) a vote of a majority of the directors of the
Company then still in office who were either directors on the Issue Date or whose election or nomination for election was previously so approved or (b) the Permitted Holders) cease for any reason to constitute a majority of the Board of
Directors of the Company then in office. 
 “Code” means the Internal Revenue Code of 1986, as amended. 

“Collateral” means all the collateral described in the Security Documents. 

“Collateral Agent” means Wilmington Trust, National Association, in its capacity as “Collateral Agent” under this
Indenture, the Secured Notes Intercreditor Agreement, the Junior Lien Intercreditor Agreement and the Security Documents and any successor thereto in such capacity. 
 “Company” means the party named as such in the Preamble to this Indenture until a successor replaces it and, thereafter, means the successor and, for purposes of any provision contained herein
and required by the TIA, each other obligor on the Securities. 
 “consolidated” means, with respect to any Person,
such Person consolidated with its Restricted Subsidiaries, and shall not include any Unrestricted Subsidiary, but the interest of such Person in an Unrestricted Subsidiary shall be accounted for as an Investment. 

“Consolidated Interest Expense” means, with respect to any Person for any period, the sum, without duplication, of: 

(1) consolidated interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such
expense was deducted in computing Consolidated Net Income (including amortization of original issue discount, the interest component of Capitalized Lease Obligations, and net payments and receipts (if any) pursuant to interest rate Hedging
Obligations and excluding amortization of deferred financing fees and expensing of any bridge or other financing fees); plus 
 (2) consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued; plus 

(3) commissions, discounts, yield and other fees and charges Incurred in connection with any Receivables Financing which
are payable to Persons other than the Company and its Restricted Subsidiaries; minus 
 (4) interest income for
such period. 
 “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; provided, however, that: 
 (1) any net after-tax extraordinary, nonrecurring or unusual gains or losses or income, expenses or charges (less all fees and expenses relating thereto), including, without limitation, any expenses
related to any reconstruction, recommissioning or reconfiguration of fixed assets for alternate uses, any expenses constituting transition expenses attributable to the Company becoming an independent operating company in connection with the
Transactions, any severance expenses, any fees, expenses or charges related to any Equity Offering, Permitted Investment, acquisition or Indebtedness permitted to be Incurred by this Indenture (in each case, whether or not successful), including any
such fees, expenses, charges or change in control payments in connection with the Transactions, in each case, shall be excluded; 

  
 9 








 (2) any increase in amortization or depreciation or any one-time non-cash
charges or reductions in Net Income, in each case resulting from purchase accounting in connection with the Transactions or any acquisition that is consummated after August 1, 2006 shall be excluded; 

(3) the Net Income for such period shall not include the cumulative effect of a change in accounting principles during
such period; 
 (4) any net after-tax income or loss from discontinued operations and any net after-tax gains or
losses on disposal of discontinued operations shall be excluded; 
 (5) any net after-tax gains or losses (less
all fees and expenses or charges relating thereto) attributable to business dispositions or asset dispositions other than in the ordinary course of business (as determined in good faith by the Board of Directors of the Company) shall be excluded;

 (6) any net after-tax gains or losses (less all fees and expenses or charges relating thereto) attributable to
the early extinguishment of indebtedness shall be excluded; 
 (7) the Net Income for such period of any Person
that is not a Subsidiary of such Person, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be included only to the extent of the amount of dividends or distributions or other payments paid in cash
(or to the extent converted into cash) to the referent Person or a Restricted Subsidiary thereof in respect of such period; 
 (8) solely for the purpose of determining the amount available for Restricted Payments under clause (A) of the definition of Cumulative Credit, the Net Income for such period of any Restricted
Subsidiary (other than Finance Co. or any Guarantor) shall be excluded to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary of its Net Income is not at the date of determination permitted
without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable
to that Restricted Subsidiary or its stockholders, unless such restrictions with respect to the payment of dividends or similar distributions have been legally waived; 

  
 10 









 
provided that the Consolidated Net Income of such Person shall be increased by the amount of dividends or other distributions or other payments actually paid in cash (or converted into
cash) by any such Restricted Subsidiary to such Person, to the extent not already included therein; 
 (9) an
amount equal to the amount of Tax Distributions actually made to any parent or equity holder of such Person in respect of such period in accordance with Section 4.04(b)(xii) shall be included as though such amounts had been paid as income taxes
directly by such Person for such period; 
 (10) any non-cash impairment charges resulting from the application
of Statement of Financial Accounting Standards (“SFAS”) Nos. 142 and 144, and the amortization of intangibles arising pursuant to SFAS No. 141, shall be excluded; 

(11) any non-cash expense realized or resulting from employee benefit plans or post-employment benefit plans, grants of
stock appreciation or similar rights, stock options or other rights to officers, directors and employees of such Person or any of its Restricted Subsidiaries shall be excluded; 

(12) any (a) severance or relocation costs or expenses, (b) one-time non-cash compensation charges, (c) the
costs and expenses after August 1, 2006 related to employment of terminated employees, (d) costs or expenses realized in connection with, resulting from or in anticipation of the Transactions or (e) costs or expenses realized in
connection with or resulting from stock appreciation or similar rights, stock options or other rights existing on the Issue Date of officers, directors and employees, in each case of such Person or any of its Restricted Subsidiaries, shall be
excluded; 
 (13) accruals and reserves that are established within 12 months after August 1, 2006 and that
are so required to be established in accordance with Applicable Accounting Standards shall be excluded; 
 (14)
solely for purposes of calculating Adjusted EBITDA, (a) the Net Income of any Person and its Restricted Subsidiaries shall be calculated without deducting the income attributable to, or adding the losses attributable to, the minority equity
interests of third parties in any non-wholly-owned Restricted Subsidiary except to the extent of dividends declared or paid in respect of such period or any prior period on the shares of Capital Stock of such Restricted Subsidiary held by such third
parties and (b) any ordinary course dividend, distribution or other payment paid in cash and received from any Person in excess of amounts included in clause (7) above shall be included; 

(15) (a)(i) the non-cash portion of “straight-line” rent expense shall be excluded and (ii) the cash
portion of “straight-line” rent expense which exceeds the amount expensed in respect of such rent expense shall be included and (b) non-cash gains, losses, income and expenses resulting from fair value accounting required by SFAS
No. 133 shall be excluded; 

  
 11 









 (16) unrealized gains and losses relating to hedging transactions and
mark-to-market of Indebtedness denominated in foreign currencies resulting from the applications of SFAS No. 52 shall be excluded; and 
 (17) solely for the purpose of calculating Restricted Payments, the difference, if positive, of the Consolidated Taxes of the Company calculated in accordance with Applicable Accounting Standards and the
actual Consolidated Taxes paid in cash by the Company during any Reference Period shall be included. 
 Notwithstanding the
foregoing, for the purpose of Section 4.04 only, there shall be excluded from Consolidated Net Income any dividends, repayments of loans or advances or other transfers of assets from Unrestricted Subsidiaries of the Company or a Restricted
Subsidiary of the Company to the extent such dividends, repayments or transfers increase the amount of Restricted Payments permitted under clauses (D) and (E) of the definition of “Cumulative Credit.” 

“Consolidated Non-cash Charges” means, with respect to any Person for any period, the aggregate depreciation, amortization and
other non-cash expenses of such Person and its Restricted Subsidiaries reducing Consolidated Net Income of such Person for such period on a consolidated basis and otherwise determined in accordance with Applicable Accounting Standards, but excluding
any such charge which consists of or requires an accrual of, or cash reserve for, anticipated cash charges for any future period. 
 “Consolidated Secured Debt Ratio” means, as of any date of determination, the ratio of (a) Consolidated Total Indebtedness of the Company and its Restricted Subsidiaries on the date of
determination that constitutes ABL Obligations or First-Priority Lien Obligations (with any Indebtedness incurred pursuant to clause (b)(i)(2)(y) of Section 4.03 deemed to be a First-Priority Lien Obligation for this purpose in connection with
any measurement of the Consolidated Secured Debt Ratio pursuant to such clause) less the Unrestricted Cash of the Company and its Restricted Subsidiaries on such date to (b) the aggregate amount of Adjusted EBITDA for the then most recent four
fiscal quarters for which internal financial statements of the Company and its Restricted Subsidiaries are available in each case with such pro forma adjustments to Consolidated Total Indebtedness and Adjusted EBITDA as are consistent with the pro
forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio; provided, however, that solely for purposes of the calculation of the Consolidated Secured Debt Ratio, in connection with the incurrence of
Indebtedness to be secured by any Lien pursuant to clause (6)(C) of the definition of “Permitted Liens,” the Company or its Restricted Subsidiaries may elect, pursuant to an Officers’ Certificate delivered to the Trustee, to
treat all or any portion of the commitment under any Indebtedness (including any Bank Indebtedness) which is to be secured by such Lien as being Incurred at such time and any subsequent Incurrence of Indebtedness under such commitment shall not be
deemed, for purposes of this calculation, to be an Incurrence at such subsequent time. 
 “Consolidated Taxes” means
provision for taxes based on income, profits or capital, including, without limitation, state, franchise and similar taxes and any Tax Distributions taken into account in calculating Consolidated Net Income. 

  
 12 









 “Consolidated Total Indebtedness” means, as of any date of determination, an
amount equal to the sum of (1) the aggregate amount of all outstanding Indebtedness of the Company and its Restricted Subsidiaries (excluding any undrawn letters of credit) consisting of Capitalized Lease Obligations, bankers’ acceptances,
Indebtedness for borrowed money and Indebtedness in respect of the deferred purchase price of property or services and (2) the aggregate amount of all outstanding Disqualified Stock of the Company and its Restricted Subsidiaries and all
Preferred Stock of Restricted Subsidiaries of Company, with the amount of such Disqualified Stock and Preferred Stock equal to the greater of their respective voluntary or involuntary liquidation preferences, in each case determined on a
consolidated basis in accordance with Applicable Accounting Standards. 
 “Contingent Obligations” means, with respect
to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether
directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent: 

(1) to purchase any such primary obligation or any property constituting direct or indirect security therefor, 

(2) to advance or supply funds: 
 (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. 
 “Contribution Indebtedness” means Indebtedness of any Issuer or any Guarantor in an aggregate principal amount not greater than twice the aggregate amount of cash contributions (other than
Excluded Contributions) made to the capital of such Issuer or such Guarantor after August 1, 2006; provided that: 
 (1) such cash contributions have not been used to make a Restricted Payment, 
 (2) if the aggregate principal amount of such Contribution Indebtedness is greater than the aggregate amount of such cash contributions to the capital of such Issuer or such Guarantor, as the case may be,
the amount in excess shall be Subordinated Indebtedness with a Stated Maturity later than the Stated Maturity of the Securities, and 
 (3) such Contribution Indebtedness (a) is Incurred within 180 days after the making of such cash contributions and (b) is so designated as Contribution Indebtedness pursuant to an Officers’
Certificate on the Incurrence date thereof. 

  
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 “Credit Agreement” means (i) (A) the ABL Facility and (B) the
First-Lien Revolving Facility, in each case, as amended, restated, supplemented, waived, replaced (whether or not upon termination, and whether with the original lenders or otherwise), restructured, repaid, refunded, refinanced or otherwise modified
from time to time after the Issue Date, including any agreement or indenture extending the maturity thereof, refinancing, replacing or otherwise restructuring all or any portion of the Indebtedness under such agreement or agreements or indenture or
indentures or any successor or replacement agreement or agreements or indenture or indentures or increasing the amount loaned or issued thereunder or altering the maturity thereof, and (ii) whether or not any credit agreement referred to in
clause (i) remains outstanding, if designated by the Company to be included in the definition of “Credit Agreement,” one or more (A) debt facilities or commercial paper facilities, providing for revolving credit loans, term
loans, receivables financing (including through the sale of receivables to lenders or to special purpose entities formed to borrow from lenders against such receivables) or letters of credit, (B) debt securities, indentures or other forms of
debt financing (including convertible or exchangeable debt instruments or bank guarantees or bankers’ acceptances), or (C) instruments or agreements evidencing any other Indebtedness, in each case, with the same or different borrowers or
issuers and, in each case, as amended, supplemented, modified, extended, restructured, renewed, refinanced, restated, replaced or refunded in whole or in part from time to time. 

“Cumulative Credit” means the sum of (without duplication): 

(A) 50% of the Consolidated Net Income of the Company for the period (taken as one accounting period, the “Reference
Period”) from July 1, 2006 to the end of the Company’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, 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 proceeds,
including cash and the Fair Market Value (as determined in accordance with the next succeeding sentence) of property other than cash, received by the Company after August 1, 2006 from the issue or sale of Equity Interests of the Company
(excluding Refunding Capital Stock, Designated Preferred Stock, Excluded Contributions, Disqualified Stock and the Cash Contribution Amount), including Equity Interests issued upon conversion of Indebtedness or Disqualified Stock or upon exercise of
warrants or options (other than an issuance or sale to a Restricted Subsidiary of the Company or an employee stock ownership plan or trust established by the Company or any of its Subsidiaries), plus 

(C) 100% of the aggregate amount of contributions to the capital of the Company received in cash and the Fair Market Value
(as determined in accordance with the next succeeding sentence) of property other than cash after August 1, 2006 (other than Excluded Contributions, Refunding Capital Stock, Designated Preferred Stock, Disqualified Stock and the Cash
Contribution Amount), plus 
 (D) the principal amount of any Indebtedness, or the liquidation preference
or maximum fixed repurchase price, as the case may be, of any Disqualified Stock of the Company or any Restricted Subsidiary thereof issued after August 1, 2006 (other than Indebtedness or Disqualified Stock issued to a Restricted Subsidiary)
which has been 

  
 14 









 
converted into or exchanged for Equity Interests in the Company (other than Disqualified Stock) or any direct or indirect parent of the Company (provided in the case of any parent, such
Indebtedness or Disqualified Stock is retired or extinguished), plus 
 (E) 100% of the aggregate amount
received by the Company or any Restricted Subsidiary in cash and the Fair Market Value (as determined in accordance with the next succeeding sentence) of property other than cash received by the Company or any Restricted Subsidiary from: 

(I) the sale or other disposition (other than to the Company or a Restricted Subsidiary of the Company) of Restricted
Investments made by the Company and its Restricted Subsidiaries and from repurchases and redemptions of such Restricted Investments from the Company and its Restricted Subsidiaries by any Person (other than the Company or any of its Restricted
Subsidiaries) and from repayments of loans or advances which constituted Restricted Investments (other than in each case to the extent that the Restricted Investment was made pursuant to clause (vii) or (x) of Section 4.04(b)),

 (II) the sale (other than to the Company or a Restricted Subsidiary of the Company) of the Capital Stock of an
Unrestricted Subsidiary, or 
 (III) a distribution or dividend from an Unrestricted Subsidiary, plus

 (F) in the event any Unrestricted Subsidiary of the Company has been redesignated as a Restricted Subsidiary
or has been merged, consolidated or amalgamated with or into, or transfers or conveys its assets to, or is liquidated into, the Company or a Restricted Subsidiary of the Company, the Fair Market Value (as determined in accordance with the next
succeeding sentence) of the Investment of the Company in such Unrestricted Subsidiary at the time of such redesignation, combination or transfer (or of the assets transferred or conveyed, as applicable), after taking into account any Indebtedness
associated with the Unrestricted Subsidiary so designated or combined or any Indebtedness associated with the assets so transferred or conveyed (other than in each case to the extent that the designation of such Subsidiary as an Unrestricted
Subsidiary was made pursuant to clause (vii) or (x) of Section 4.04(b) or constituted a Permitted Investment). 
 The Fair Market
Value of property other than cash covered by clauses (B), (C), (D), (E) and (F) of this definition of “Cumulative Credit” shall be determined in good faith by the Company and 

(x) in the event of property with a Fair Market Value in excess of $10.0 million, shall be set forth in an Officers’
Certificate or 
 (y) in the event of property with a Fair Market Value in excess of $20.0 million, shall be set
forth in a resolution approved by at least a majority of the Board of Directors of the Company. 
 “Default” means any
event which is, or after notice or passage of time or both would be, an Event of Default. 

  
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 “Designated Non-cash Consideration” means the Fair Market Value of non-cash
consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officers’ Certificate, setting forth the basis of such
valuation, less the amount of Cash Equivalents received in connection with a subsequent sale of such Designated Non-cash Consideration. 
 “Designated Preferred Stock” means Preferred Stock of the Company or any direct or indirect parent of the Company, as applicable (other than Disqualified Stock), that is issued for cash (other
than to the Company or any of its Subsidiaries or an employee stock ownership plan or trust established by the Company or any of its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officers’ Certificate, on the
issuance date thereof. 
 “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 redeemable or exchangeable), or upon the happening of any event: 

(1) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise (other than as a result of a
change of control or asset sale; provided that the relevant asset sale or change of control provisions, taken as a whole, are no more favorable in any material respect to holders of such Capital Stock than the asset sale and change of control
provisions applicable to the Securities and any purchase requirement triggered thereby may not become operative until compliance with the asset sale and change of control provisions applicable to the Securities (including the purchase of any
Securities tendered pursuant thereto)), 
 (2) is convertible or exchangeable for Indebtedness or Disqualified
Stock of such Person, or 
 (3) is redeemable at the option of the holder thereof, in whole or in part,

 in each case prior to 91 days after the maturity date of the Securities; provided, however, that only the portion of Capital
Stock which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date shall be deemed to be Disqualified Stock; provided, further,
however, that if such Capital Stock is issued to any employee or to any plan for the benefit of employees of the Company 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 Company in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability; provided, further, that any
class of Capital Stock of such Person that by its terms authorizes such Person to satisfy its obligations thereunder by delivery of Capital Stock that is not Disqualified Stock shall not be deemed to be Disqualified Stock. 

“Domestic Subsidiary” means a Restricted Subsidiary that is not a Foreign Subsidiary. 

  
 16 









 “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 after the Issue Date of common stock or Preferred Stock of the Company or
any direct or indirect parent of the Company, as applicable (other than Disqualified Stock), other than: 
 (1)
public offerings with respect to the Company’s or such direct or indirect parent’s common stock registered on Form S-8; and 
 (2) any such public or private sale that constitutes an Excluded Contribution. 

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated
thereunder. 
 “Exchange Securities” means new Securities issued in an exchange offer registered under the Securities
Act in respect of the Securities issued in transactions not registered under the Securities Act (including those Securities issued on the Issue Date). 
 “Excluded Contributions” means the Cash Equivalents or other assets (valued at their Fair Market Value as determined in good faith by senior management or the Board of Directors of the Company)
received by the Company after August 1, 2006 from: 
 (1) contributions to its common equity capital, and

 (2) the sale (other than to a Subsidiary of the Company or to any Subsidiary management equity plan or stock
option plan or any other management or employee benefit plan or agreement) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of the Company, 
 in each case designated as Excluded Contributions pursuant to an Officers’ Certificate on or promptly after the date such capital contributions are made or the date such Capital Stock is sold, as the
case may be. 
 “Excluded Property” means any property or assets excluded from the Collateral pursuant to
Section 4.01 or otherwise under the Security Agreement. 
 “Existing First-Lien Notes” means the 11.5% Senior
Secured Notes due 2014 of the Issuers. 
 “Existing Fixed Rate Second-Lien Notes” means
(i) the 8 3/4% Second Priority Senior Secured
Notes due 2019, issued by the Issuers or (ii) until the date that is one year before the Stated Maturity of the 8 3/4% Second Priority Senior Secured Notes due 2019, any Indebtedness incurred to directly or indirectly redeem, repurchase, defease, exchange, retire, modify, or otherwise acquire for
value the 8 3/4% Second Priority Senior Secured
Notes due 2019 (or any other Indebtedness which constitutes Existing Fixed Rate Second-Lien Notes pursuant to this clause (ii)) to the extent such redemption, repurchase, defeasance, exchange, retirement or other acquisition for value of Existing
Fixed Rate Second-Lien Notes is pursuant to Section 4.04(b)(iii). 

  
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 “Existing Floating Rate Second-Lien Notes” means the Second-Priority Senior
Secured Floating Rate Notes due 2014 issued by the Issuers. 
 “Existing Junior Indebtedness” means, collectively,
(i) the Senior Subordinated Notes outstanding on the Issue Date and (ii) the Second-Lien Notes outstanding on the Issue Date. 
 “Fair Market Value” means, with respect to any asset or property, the price which could be negotiated in an arm’s-length, free market transaction, for cash, between a willing seller and a
willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction. 
 “First-Lien
Revolving Facility” means (i) the New First-Lien Revolving Facility as amended, restated, supplemented, waived, replaced (whether or not upon termination, and whether with the original lenders or otherwise), restructured, repaid, refunded,
refinanced or otherwise modified from time to time after the Issue Date, including any agreement or indenture extending the maturity thereof, refinancing, replacing or otherwise restructuring all or any portion of the Indebtedness under such
agreement or agreements or indenture or indentures or any successor or replacement agreement or agreements or indenture or indentures or increasing the amount loaned or issued thereunder or altering the maturity thereof, and (ii) whether or not
the credit agreement referred to in clause (i) remains outstanding, if designated by the Company to be included in the definition of “First-Lien Revolving Facility,” one or more (A) debt facilities or commercial paper facilities,
providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to lenders or to special purpose entities formed to borrow from lenders against such receivables) or letters of credit, (B) debt
securities, indentures or other forms of debt financing (including convertible or exchangeable debt instruments or bank guarantees or bankers’ acceptances), or (C) instruments or agreements evidencing any other Indebtedness, in each case,
with the same or different borrowers or issuers and, in each case, as amended, supplemented, modified, extended, restructured, renewed, refinanced, restated, replaced or refunded in whole or in part from time to time. 

“First-Lien Revolving Facility Collateral Agent” means Credit Suisse AG, Cayman Islands Branch, in its capacity as
“Collateral Agent” under the First-Lien Revolving Facility Documents and any successor thereto in such capacity. 

“First-Lien Revolving Facility Documents” means the agreements and other instruments governing the First-Lien Revolving
Facility, together with any guarantees thereof and any security documents, other collateral documents and other instruments relating thereto (including documents and instruments governing Hedging Obligations required by the First-Lien Revolving
Facility or relating to First-Lien Revolving Facility Obligations). 
 “First-Lien Revolving Facility Obligations”
means the Obligations of the borrowers and other obligors (including the Issuers and the Guarantors) under the First-Lien Revolving Facility or any of the other First-Lien Revolving Facility Documents, to pay principal,


  
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premium, if any, and interest (including any interest accruing after the commencement of bankruptcy or insolvency proceedings) when due and payable, and all other amounts due or to become due
under or in connection with the First-Lien Revolving Facility Documents and the performance of all other Obligations of the obligors thereunder to the lenders and agents under the First-Lien Revolving Facility Documents, according to the respective
terms thereof. 
 “First-Priority After-Acquired Property” means any property (other than the initial collateral) of
the Issuers or any Guarantor that secures any First-Priority Lien Obligations or ABL Obligations, other than Excluded Property. 

“First-Priority Intercreditor Agreement” means the First-Priority Intercreditor Agreement entered into on May 4, 2012 by,
among others, the First-Lien Revolving Facility Collateral Agent, the 2019 First-Lien Notes Collateral Agent, the Issuers and the Guarantors, in connection with the Transactions (as amended, restated, supplemented or otherwise modified from time to
time in accordance with the terms thereof). 
 “First-Priority Lien Obligations” means (a) all First-Lien
Revolving Facility Obligations (to the extent such Obligations are secured by Permitted Liens ranking equally with the Liens securing the 2019 First-Lien Notes Obligations), (b) all 2019 First-Lien Notes Obligations and (c) all Other
First-Priority Lien Obligations and (d) all other Obligations of the Issuers or any of their Subsidiaries in respect of Hedging Obligations or Obligations in respect of cash management services in each case owing to a Person that is a holder of
Obligations described in clause (a) or (c) or an Affiliate of such holder at the time of entry into such Hedging Obligations or Obligations in respect of cash management services. 

“First-Priority Lien Secured Parties” means (a) the holders of the First-Priority Lien Obligations and (b) any
Additional First-Priority Lien Secured Parties. 
 “First-Priority Liens” means the Liens securing any First-Priority
Lien Obligations and any ABL Obligations. 
 “Fixed Charge Coverage Ratio” means, with respect to any Person for any
period, the ratio of Adjusted EBITDA of such Person for such period to the Fixed Charges of such Person for such period. In the event that the Company or any of its Restricted Subsidiaries Incurs, repays, repurchases or redeems any Indebtedness
(other than in the case of revolving credit borrowings or revolving advances under any Qualified Receivables Financing, in which case interest expense shall be computed based upon the average daily balance of such Indebtedness during the applicable
period) or issues, repurchases 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 the event for which the calculation of the Fixed
Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such Incurrence, repayment, repurchase or redemption of Indebtedness, or such issuance, repurchase
or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period (including in the case of any such Incurrence or issuance a pro forma application of the net proceeds
therefrom). 

  
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 For purposes of making the computation referred to above, Investments, acquisitions,
dispositions, mergers, consolidations and discontinued operations (as determined in accordance with Applicable Accounting Standards), in each case with respect to an operating unit of a business, and any operational changes that the Company or any
of its Restricted Subsidiaries has both determined to make and made after August 1, 2006 and during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Calculation Date (each,
for purposes of this definition, a “pro forma event”) shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, consolidations (including the Transactions) discontinued operations and
operational changes (and the change of any associated fixed charge obligations and the change in Adjusted EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any
Person that subsequently became a Restricted Subsidiary or was merged with or into the Company or any Restricted Subsidiary since the beginning of such period shall have made any Investment, acquisition, disposition, merger, consolidation,
discontinued operation or operational change, in each case with respect to an operating unit of a business, 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, discontinued operation, merger, consolidation or operational change had occurred at the beginning of the applicable four-quarter period. 

For purposes of this definition, whenever pro forma effect is to be given to any pro forma event, the pro forma calculations shall be
made in good faith by a responsible financial or accounting officer of the Company. Any such pro forma calculation may include adjustments appropriate, in the reasonable good faith determination of the Company as set forth in an Officers’
Certificate, to reflect (1) operating expense reductions and other operating improvements or synergies reasonably expected to result from the applicable pro forma event (including, to the extent applicable, from the Transactions), and
(2) all adjustments of the nature used in connection with the calculation of “Adjusted EBITDA” as set forth in footnote 3 to the “Summary Historical Financial Data” under “Offering Memorandum Summary” in each of
the Offering Memoranda to the extent such adjustments, without duplication, continue to be applicable to such four-quarter period. 
 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 Calculation Date had been
the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness if such Hedging Obligation has a remaining term in excess of 12 months). Interest on a Capitalized Lease Obligation shall be
deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Company to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with Applicable Accounting Standards.
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. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually
chosen, or, if none, then based upon such optional rate chosen as the Company may designate. 

  
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 “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, and 

(2) all cash dividend payments (excluding items eliminated in consolidation) on any series of Preferred Stock or
Disqualified Stock of such Person and its Restricted Subsidiaries. 
 “Flow Through Entity” means an entity that is
treated as a partnership not taxable as a corporation, a grantor trust or a disregarded entity for U.S. federal income tax purposes or subject to treatment on a comparable basis for purposes of state, local or foreign tax law. 

“Foreign Subsidiary” means a Restricted Subsidiary not organized or existing under the laws of the United States of America or
any state or territory thereof or the District of Columbia and any direct or indirect subsidiary of such Restricted Subsidiary. 

“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the
Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a
significant segment of the accounting profession, which were in effect on August 1, 2006. For the purposes of this Indenture, the term “consolidated” with respect to any Person shall mean such Person consolidated with its Restricted
Subsidiaries, and shall not include any Unrestricted Subsidiary, but the interest of such Person in an Unrestricted Subsidiary will be accounted for as an Investment. 
 “guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including, without
limitation, letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations. 
 “Guarantor” means any Restricted Subsidiary that Incurs a Note Guarantee; provided that upon the release or discharge of such Restricted Subsidiary from its Note Guarantee in accordance
with this Indenture, such Restricted Subsidiary ceases to be a Guarantor. 
 “Hedging Obligations” means, with respect
to any Person, the obligations of such Person under: 
 (1) currency exchange, interest rate or commodity swap
agreements, currency exchange, interest rate or commodity cap agreements and currency exchange, interest rate or commodity collar agreements; and 
 (2) other agreements or arrangements designed to protect such Person against fluctuations in currency exchange, interest rates and/or commodity prices. 

  
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 “Holder” or “Noteholder” means the Person in whose name a Security is
registered on the Registrar’s books. 
 “Increased Amount” means, with respect to any Indebtedness, any increase
in the amount of such Indebtedness in connection with any accrual of interest, the accretion of accreted value, the amortization of original issue discount, the payment of interest in the form of additional Indebtedness with the same terms or in the
form of common stock of the Company, the payment of dividends on Preferred Stock in the form of additional shares of Preferred Stock of the same class, accretion of original issue discount or liquidation preference and increases in the amount of
Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies or increases in the value of property securing Indebtedness described in clause (3) of the definition of “Indebtedness”. 

“Incur” means issue, assume, guarantee, incur or otherwise become liable for; provided, however, that any
Indebtedness or Capital Stock of a Person existing at the time such Person becomes a Subsidiary (whether by merger, amalgamation, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Person at the time it becomes a
Subsidiary. 
 “Indebtedness” means, with respect to any Person: 

(1) the principal and premium (if any) of any indebtedness 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), (c) representing the deferred and
unpaid purchase price of any property, except (i) any such balance that constitutes a trade payable or similar obligation Incurred in the ordinary course of business, and (ii) any earn-out obligations until such obligations becomes a
liability on the balance sheet of such Person in accordance with Applicable Accounting Standards), which purchase price is due more than six months after the date of placing the property in service or taking delivery and title thereto, (d) in
respect of Capitalized Lease Obligations, or (e) 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 on a balance
sheet (excluding the footnotes thereto) of such Person prepared in accordance with Applicable Accounting Standards; 
 (2) to the extent not otherwise included, any obligation of such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the Indebtedness of another Person (other than by endorsement of
negotiable instruments for collection in the ordinary course of business); 
 (3) to the extent not otherwise
included, Indebtedness of another Person secured by a Lien on any asset owned by such Person (whether or not such Indebtedness is assumed by such Person); provided, however, that the amount of such Indebtedness will be the lesser of:
(a) the Fair Market Value of such asset at such date of determination, and (b) the amount of such Indebtedness of such other Person; and 

  
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 (4) to the extent not otherwise included, with respect to the Company and
its Restricted Subsidiaries, the amount then outstanding (i.e., advanced, and received by, and available for use by, the Company or any of its Restricted Subsidiaries) under any Receivables Financing (as set forth in the books and records of
the Company or any Restricted Subsidiary and confirmed by the agent, trustee or other representative of the institution or group providing such Receivables Financing); 
 provided, however, that notwithstanding the foregoing, Indebtedness shall be deemed not to include (1) Contingent Obligations Incurred in the ordinary course of business and not in
respect of borrowed money; (2) deferred or prepaid revenues; (3) purchase price holdbacks in respect of a portion of the purchase price of an asset to satisfy warranty or other unperformed obligations of the respective seller;
(4) Obligations under or in respect of Qualified Receivables Financing or (5) obligations under the Acquisition Documents. 
 Notwithstanding anything in this Indenture to the contrary, Indebtedness shall not include, and shall be calculated without giving effect to, the effects of SFAS No. 133 and related interpretations
to the extent such effects would otherwise increase or decrease an amount of Indebtedness for any purpose under this Indenture as a result of accounting for any embedded derivatives created by the terms of such Indebtedness; and any such amounts
that would have constituted Indebtedness under this Indenture but for the application of this sentence shall not be deemed an Incurrence of Indebtedness under this Indenture. 
 “IFRS” means the International Financial Reporting Standards, as promulgated by the International Accounting Standards Board (or any successor board or agency), as in effect on the date of the
election, if any, by the Company to change Applicable Accounting Standards to IFRS; provided that IFRS shall not include any provisions of such standards that would require a lease that would be classified as an operating lease under GAAP to
be classified as indebtedness or a finance or capital lease. 
 “Indenture” means this Indenture as amended or
supplemented from time to time. 
 “Independent Financial Advisor” means an accounting, appraisal or investment
banking firm or consultant, in each case of nationally recognized standing, that is, in the good faith determination of the Company, qualified to perform the task for which it has been engaged. 

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the
equivalent) by S&P, or an equivalent rating by any other Rating Agency. 
 “Investment Grade Securities” means:

 (1) securities issued or directly and fully guaranteed or insured by the U.S. government or any agency or
instrumentality thereof (other than Cash Equivalents), 
 (2) securities that have a rating equal to or higher
than Baa3 (or equivalent) by Moody’s or BBB- (or equivalent) by S&P, or an equivalent rating by any other Rating Agency, but excluding any debt securities or loans or advances between and among the Company and its Subsidiaries; 

  
 23 









 (3) investments in any fund that invests exclusively in investments of the
type described in clauses (1) and (2) which fund may also hold immaterial amounts of cash pending investment and/or distribution, and 
 (4) corresponding instruments in countries other than the United States customarily utilized for high quality investments and in each case with maturities not exceeding two years from the date of
acquisition. 
 “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 and advances to customers and commission, travel and similar advances to officers, employees and
consultants 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 Applicable Accounting
Standards to be classified on the balance sheet of the Company 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 4.04: 
 (1) “Investments” shall include the
portion (proportionate to the Company’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of a Subsidiary of the Company at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided,
however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Company shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary equal to an amount (if positive) equal to:

 (a) the Company’s “Investment” in such Subsidiary at the time of such redesignation less

 (b) the portion (proportionate to the Company’s equity interest in such Subsidiary) of the Fair Market
Value of the net assets of such Subsidiary at the time of such redesignation; and 
 (2) any property transferred
to or from an Unrestricted Subsidiary shall be valued at its Fair Market Value at the time of such transfer, in each case as determined in good faith by the Board of Directors of the Company. 

“Issue Date” means May 11, 2012, the date on which the Original Securities are first issued. 

“Issuer” or “Issuers” means the Company and Finance Co., but not any of their respective Subsidiaries. 

“Junior Lien Intercreditor Agreement” means the intercreditor agreement dated as of August 1, 2006 among Credit Suisse AG,
Cayman Islands Branch, as agent under the Senior Credit Documents (as defined therein), Wilmington Trust Company, as trustee under the Second-Lien Notes, the Issuers, each guarantor thereunder and the other parties from time to time party thereto,
as heretofore and hereafter amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof and the Second-Lien Notes Indentures. 

  
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 “Lien” means, with respect to any asset, any mortgage, lien, pledge, charge,
security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law (including any conditional sale or other title retention agreement, any lease in the nature thereof,
any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction); provided that in no event
shall an operating lease be deemed to constitute a Lien. 
 “Management Group” means the group consisting of the
directors, executive officers and other management personnel of the Company or any direct or indirect parent of the Company, as the case may be, on the Issue Date together with (1) any new directors whose election by such boards of directors or
managers or whose nomination for election by the equity holders of the Company or any direct or indirect parent of the Company, as applicable, was approved by a vote of a majority of the directors of the Company or any direct or indirect parent of
the Company, as applicable, then still in office who were either directors on the Issue Date or whose election or nomination was previously so approved and (2) executive officers and other management personnel of the Company or any direct or
indirect parent of the Company, as applicable, hired at a time when the directors on the Issue Date together with the directors so approved constituted a majority of the directors of the Company or any direct or indirect parent of the Company, as
applicable. 
 “Moody’s” means Moody’s Investors Service, Inc. or any successor to the rating agency
business thereof. 
 “Net Income” means, with respect to any Person, the net income (loss) of such Person, determined
in accordance with Applicable Accounting Standards and before any reduction in respect of Preferred Stock dividends. 

“New First-Lien Revolving Facility” means (i) the first priority revolving facility entered into on May 4, 2012 among
the Company and each other Subsidiary of the Company from time to time designated a “Borrower” thereunder, the lenders and agents party thereto and Credit Suisse, as administrative agent, as may be amended restated, supplemented, waived,
replaced (whether or not upon termination, and whether with the original lenders or otherwise), restructured, repaid, refunded, refinanced or otherwise modified from time to time after the Issue Date, including any agreement or indenture extending
the maturity thereof, refinancing, replacing or otherwise restructuring all or any portion of the Indebtedness under such agreement or agreements or indenture or indentures or any successor or replacement agreement or agreements or indenture or
indentures or increasing the amount loaned or issued thereunder or altering the maturity thereof, and (ii) whether or not the credit agreement referred to in clause (i) remains outstanding, if designated by the Company to be included in
the definition of “New First-Lien Revolving Facility,” one or more (A) debt facilities or commercial paper facilities, providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables
to lenders or to special purpose entities formed to borrow from lenders against such receivables) or letters of credit, (B) debt securities, indentures or other forms of debt 

  
 25 









 
financing (including convertible or exchangeable debt instruments or bank guarantees or bankers’ acceptances), or (C) instruments or agreements evidencing any other Indebtedness, in
each case, with the same or different borrowers or issuers and, in each case, as amended, supplemented, modified, extended, restructured, renewed, refinanced, restated, replaced or refunded in whole or in part from time to time. 

“Net Proceeds” means the aggregate cash proceeds received by the Company or any of its Restricted Subsidiaries in respect of
any Asset Sale (including, without limitation, any cash received in respect of or upon the sale or other disposition of any Designated Non-cash Consideration received in any Asset Sale and any cash payments received by way of deferred payment of
principal pursuant to a note or installment receivable or otherwise, but only as and when received, but excluding the assumption by the acquiring Person of Indebtedness relating to the disposed assets or other consideration received in any other
non-cash form), net of the direct costs relating to such Asset Sale and the sale or disposition of such Designated Non-cash Consideration (including, without limitation, legal, accounting and investment banking fees, and brokerage and sales
commissions), and 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 related thereto) or any Tax
Distributions resulting therefrom, amounts required to be applied to the repayment of principal, premium (if any) and interest on Indebtedness required (other than pursuant to Section 4.06(b)) to be paid as a result of such transaction, and any
deduction of appropriate amounts to be provided by the Company as a reserve in accordance with Applicable Accounting Standards against any liabilities associated with the asset disposed of in such transaction and retained by the Company after such
sale or other disposition thereof, including, without limitation, pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction.

 “Note Documents” means this Indenture, the Securities, the Note Guarantees and the Security Documents. 

“Note Guarantee” means any guarantee of the Obligations of the Issuers under this Indenture and the Securities by any Person in
accordance with the provisions of this Indenture. 
 “Note Obligations” means the Obligations of the Issuers and any
other obligor under this Indenture or any of the other Note Documents, including any Guarantor, to pay principal, premium, if any, and interest (including any interest accruing after the commencement of bankruptcy or insolvency proceedings) when due
and payable, and all other amounts due or to become due under or in connection with the Note Documents and the performance of all other Obligations of the Issuers and the Guarantors to the Trustee and the Holders of Securities under Note Documents,
according to the respective terms thereof. 
 “Obligations” means any principal, interest, penalties, fees,
indemnifications, reimbursements (including, without limitation, reimbursement obligations with respect to letters of credit and bankers’ acceptances), damages and other liabilities payable under the documentation governing any Indebtedness;
provided that Note Obligations shall not include fees or indemnifications in favor of the Trustee and other third parties other than the Holders of the Securities. 

  
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 “Offering Memoranda” means (i) the confidential offering memorandum and
consent solicitation statement relating to the Issuers’ offer to exchange any and all of their outstanding Existing Floating Rate Second-Lien Notes for the Original Securities, dated March 28, 2012 and (ii) the confidential offering
memorandum and consent solicitation statement relating to the Issuers’ offer to exchange up to $157,500,000 of their outstanding Senior Subordinated Notes for the Original Securities, dated April 25, 2012. 

“Officer” means the Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President, any Executive Vice
President, Senior Vice President or Vice President, the Treasurer or the Secretary of the Company or Finance Co. 

“Officers’ Certificate” means a certificate signed on behalf of the Company by two Officers of the Company, one of whom
must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Company that meets the requirements set forth in this Indenture; provided, however, that in the case of any
Officers’ Certificate that is dated the date hereof, only one Officer shall be required to sign such Officers’ Certificate. 
 “Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the Company. 

“Other First-Priority Lien Obligations” means Obligations of the Issuers and the Guarantors (other than 2019 First-Lien Notes
Obligations and the First-Lien Revolving Facility Obligations) that are equally and ratably secured with the 2019 First-Lien Notes Obligations and are designated by the Company as “Other First-Priority Lien Obligations” pursuant to the
First-Priority Intercreditor Agreement. 
 “Other Intercreditor Agreement” has the meaning ascribed to it in clause
(6)(E) of the definition of “Permitted Liens”. 
 “Other Pari Passu Obligations” means other
Indebtedness of the Issuer and the Restricted Subsidiaries that is equally and ratably secured with the Securities and is designated by the Company as “Future Second Lien Indebtedness” under and as defined in the Secured Notes
Intercreditor Agreement. 
 “Pari Passu Indebtedness” means: 

(1) with respect to any Issuer, the Securities and any Indebtedness which ranks pari passu in right of payment to
the Securities and is secured by Liens on the Collateral with the same priority as the Liens securing the Securities; and 
 (2) with respect to any Guarantor, its Note Guarantee and any Indebtedness which ranks pari passu in right of payment to such Guarantor’s Note Guarantee and is secured by Liens on the
Collateral with the same priority as the Liens securing the Note Guarantees. 

  
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 “Pari Passu Obligations” means (a) the Note Obligations and (b) any
Other Pari Passu Obligations. 
 “Parity Liens” means Liens securing Other Pari Passu Obligations. 

“Permitted Holders” means, at any time, each of (i) the Sponsors, (ii) the Management Group, (iii) any Person
that has no material assets other than the Capital Stock of the Company and, directly or indirectly, holds or acquires 100% of the total voting power of the Voting Stock of the Company or any direct or indirect parent company, and of which no other
Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), other than any of the other Permitted Holders, holds more than 50% of the total voting power of the Voting Stock
thereof and (iv) any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision) the members of which include any of the Permitted Holders and that, directly or indirectly, hold
or acquire beneficial ownership of the Voting Stock of the Company (a “Permitted Holder Group”), so long as (1) each member of the Permitted Holder Group has voting rights proportional to the percentage of ownership interests held or
acquired by such member and (2) no Person or other “group” (other than Permitted Holders) beneficially owns more than 50% on a fully diluted basis of the Voting Stock held by the Permitted Holder Group. Any Person or group whose
acquisition of beneficial ownership constitutes a Change of Control in respect of which a Change of Control Offer is made (or is not required to be made) in accordance with the requirements of this Indenture will thereafter, together with its
Affiliates, constitute an additional Permitted Holder. 
 “Permitted Investments” means: 

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

(2) any Investment in Cash Equivalents or Investment Grade Securities; 

(3) any Investment by the Company or any Restricted Subsidiary of the Company in a Person if as a result of such
Investment (a) such Person becomes a Restricted Subsidiary of the Company, or (b) such Person, in one transaction or a series of related transactions, is merged, consolidated or amalgamated with or into, or transfers or conveys all or
substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary of the Company; 
 (4) any Investment in securities or other assets not constituting Cash Equivalents and received in connection with an Asset Sale made pursuant to the provisions of Section 4.06 or any other
disposition of assets not constituting an Asset Sale; 
 (5) any Investment existing on, or made pursuant to
binding commitments existing on, August 1, 2006; 
 (6) advances to employees not in excess of $15.0 million
outstanding at any one time in the aggregate; 

  
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 (7) any Investment acquired by the Company or any of its Restricted
Subsidiaries (a) in exchange for any other Investment or accounts receivable held by the Company or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of
such other Investment or accounts receivable, or (b) as a result of a foreclosure by the Company or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in
default; 
 (8) Hedging Obligations permitted under Section 4.03(b)(x); 

(9) any Investment by the Company or any of its Restricted Subsidiaries in a Similar Business having an aggregate Fair
Market Value, taken together with all other Investments made on or after August 1, 2006 pursuant to this clause (9) that are at that time outstanding, not to exceed the greater of (x) $100.0 million and (y) 7.5% of Total Assets
at the time of such Investment (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value); provided, however, that if any Investment pursuant to this clause
(9) is made in any Person that is not a Restricted Subsidiary of the Company at the date of the making of such Investment and such Person becomes a Restricted Subsidiary of the Company after such date, such Investment shall thereafter be deemed
to have been made pursuant to clause (1) above and shall cease to have been made pursuant to this clause (9) for so long as such Person continues to be a Restricted Subsidiary; 

(10) additional Investments by the Company or any of its Restricted Subsidiaries having an aggregate Fair Market Value,
taken together with all other Investments made on or after August 1, 2006 pursuant to this clause (10) that are at that time outstanding, not to exceed the greater of (x) $100.0 million and (y) 7.5% of Total Assets at the time of
such Investment (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value); 
 (11) 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;

 (12) Investments the payment for which consists of Equity Interests of the Company (other than Disqualified
Stock) or any direct or indirect parent of the Company, as applicable; provided, however, that such Equity Interests will not increase the amount available for Restricted Payments under clause (C) of the definition of
“Cumulative Credit”; 
 (13) any transaction to the extent it constitutes an Investment that is
permitted by and made in accordance with the provisions of Section 4.07(b) (except transactions described in clauses (ii), (vi), (vii) and (xi)(B) of such Section); 

(14) Investments consisting of the licensing or contribution of intellectual property pursuant to joint marketing
arrangements with other Persons; 

  
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 (15) guarantees issued in accordance with Sections 4.03 and 4.11;

 (16) 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; 
 (17) any Investment in a Receivables Subsidiary or any Investment by a Receivables Subsidiary in any other Person in connection with a Qualified Receivables Financing, including Investments of funds held
in accounts permitted or required by the arrangements governing such Qualified Receivables Financing or any related Indebtedness; 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; 
 (18) additional Investments in joint
ventures of the Company or any of its Restricted Subsidiaries existing on August 1, 2006 not to exceed $20.0 million at any one time; 
 (19) any Investment in an entity which is not a Restricted Subsidiary to which a Restricted Subsidiary sells accounts receivable pursuant to a Qualified Receivables Financing; and 

(20) Investments of a Restricted Subsidiary of the Company acquired after August 1, 2006 or of an entity merged into,
amalgamated with, or consolidated with a Restricted Subsidiary of the Company in a transaction that is not prohibited by Section 5.01 after August 1, 2006 to the extent that such Investments were not made in contemplation of such
acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger, amalgamation or consolidation. 
 “Permitted Liens” means, with respect to any Person: 

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

 (2) Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens, in each case
for sums not yet due 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; 
 (3) Liens for taxes, assessments or other governmental charges not yet due or payable or subject to
penalties for nonpayment or which are being contested in good faith by appropriate proceedings; 

  
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 (4) Liens in favor of issuers of performance and surety bonds or bid bonds
or with respect to other regulatory requirements or letters of credit issued pursuant to the request of and for the account of such Person in the ordinary course of its business; 

(5) minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses,
rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties, Liens arising out of timber cutting, hauling or sales contracts, 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) (A) Liens on assets of a Restricted
Subsidiary that is not a Guarantor securing Indebtedness of such Restricted Subsidiary, permitted to be Incurred pursuant to Section 4.03, (B) Liens securing Indebtedness permitted to be Incurred pursuant to clause (iv) or
(xx) of Section 4.03(b) (provided that in the case of such clause (xx), such Lien does not extend to the property or assets of any Subsidiary of the Company other than a Foreign Subsidiary), (C) Liens Incurred to secure
Indebtedness Incurred pursuant to Sections 4.03(a), 4.03(b)(i), 4.03(b)(iii)(2) or 4.03(b)(xii) (or Section 4.03(b)(xiii) to the extent an Issuer or a Guarantor guarantees any such Indebtedness) to the extent such Lien is Incurred pursuant to
this clause (6)(C) as designated by the Company; provided, however, that, (I) other than with respect to Liens Incurred to secure Indebtedness Incurred pursuant to Sections 4.03(b)(i), 4.03(b)(iii)(2) or 4.03(b)(xii) (or
Section 4.03(b)(xiii) to the extent an Issuer or a Guarantor guarantees such Indebtedness), at the time of Incurrence and after giving pro forma effect thereto (including a pro forma application of the net proceeds therefrom), the Consolidated
Secured Debt Ratio would be no greater than 3.00 to 1.00, which proviso shall not apply to any Lien which is deemed to be Incurred under this clause (6)(C) by reason of the second proviso to clause (20) of this definition of
“Permitted Liens” (except to the extent such Lien also secures Indebtedness in addition to the Indebtedness permitted to be secured thereby under clause (20)), and (II) with respect to Liens Incurred to secure Indebtedness
(“Refinancing Secured Indebtedness”) to refinance, refund or otherwise retire for value Existing Junior Indebtedness, at the time of Incurrence and after giving pro forma effect thereto (including a pro forma application of the net
proceeds therefrom), either (x) the Consolidated Secured Debt Ratio would be no greater than 2.25 to 1.00 or (y) not more than $300.0 million of such Refinancing Secured Indebtedness is then outstanding, (D) Liens securing Note
Obligations in respect of the Securities and Note Guarantees issued on the Issue Date, and (E) Liens on the Collateral securing any Indebtedness permitted to be incurred pursuant to Section 4.03 that rank junior to the Liens securing the
Note Obligations pursuant to intercreditor arrangements (each, an “Other Intercreditor Agreement”) no less favorable to holders of Notes than those contained in the Junior Lien Intercreditor Agreement; 

(7) Liens existing on the Issue Date (other than Liens described in clause (6)(C) above); 

  
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 (8) Liens on assets, property or shares of stock of a Person at the time
such Person becomes a Subsidiary; provided, however, that such Liens are not created or Incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided, further, however,
that such Liens may not extend to any other property owned by the Company or any Restricted Subsidiary of the Company); 
 (9) Liens on assets or property at the time the Company or a Restricted Subsidiary of the Company acquired the assets or property, including any acquisition by means of a merger, amalgamation or
consolidation with or into the Company or any Restricted Subsidiary of the Company; provided, however, that such Liens (other than Liens to secure Indebtedness Incurred pursuant to Section 4.03(b)(xv)) are not created or Incurred
in connection with, or in contemplation of, such acquisition; provided, further, however, that the Liens (other than Liens to secure Indebtedness Incurred pursuant to Section 4.03(b)(xv)) may not extend to any other
property owned by the Company or any Restricted Subsidiary of the Company (other than pursuant to after acquired property clauses in effect with respect to such Liens at the time of acquisition on property of the type that would have been subject to
such Liens notwithstanding the occurrence of such acquisition); 
 (10) Liens securing Indebtedness or other
obligations of a Restricted Subsidiary owing to the Company or another Restricted Subsidiary of the Company permitted to be Incurred in accordance with Section 4.03; 

(11) Liens securing Hedging Obligations and cash management Obligations not Incurred in violation of this Indenture;
provided that with respect to Hedging Obligations and cash management Obligations relating to Indebtedness, such Lien extends only to the property securing such Indebtedness; 

(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 and subleases of Real Property which do not materially interfere with the ordinary conduct of the business of
the Company or any of its Restricted Subsidiaries; 
 (14) Liens arising from Uniform Commercial Code financing
statement filings regarding operating leases entered into by the Company and its Restricted Subsidiaries in the ordinary course of business; 
 (15) Liens in favor of any Issuer or any Guarantor; 
 (16) Liens on
accounts receivable and related assets of the type specified in the definition of “Receivables Financing” Incurred in connection with a Qualified Receivables Financing; 

  
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 (17) deposits made in the ordinary course of business to secure liability to
insurance carriers; 
 (18) Liens on the Equity Interests of Unrestricted Subsidiaries; 

(19) grants of software and other technology licenses in the ordinary course of business; 

(20) Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancings,
refundings, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (6)(B), (6)(C), (6)(D), (6)(E), (7), (8), (9), (10), (11) and (15); provided,
however, that (x) such new Lien shall be limited to all or part of the same property (including any after acquired property to the extent it would have been subject to the original Lien) that was subject to the original Lien (plus
improvements on such property), and (y) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (A) the outstanding principal amount or, if greater, committed amount of the Indebtedness
described under clauses (6)(B), (6)(C), (6)(D), (6)(E), (7), (8), (9), (10), (11) and (15) at the time the original Lien became a Permitted Lien under this Indenture, and (B) an amount necessary to pay any fees and expenses, including
premiums, related to such refinancing, refunding, extension, renewal or replacement; provided further, however, that in the case of any Liens to secure any refinancing, refunding, extension or renewal of Indebtedness secured by a Lien
referred to in clause (6)(C), the principal amount of any Indebtedness Incurred for such refinancing, refunding, extension or renewal shall be deemed secured by a Lien under clause (6)(C) and not this clause (20) for purposes of
determining the principal amount of Indebtedness outstanding under clause (6)(C), and for purposes of clause (1) under Section 11.04(a) and for purposes of clause (i) under Section 4.03(b); 

(21) Liens on equipment of the Company or any Restricted Subsidiary granted in the ordinary course of business to the
Company’s or such Restricted Subsidiary’s client at which such equipment is located; 
 (22) judgment
and attachment Liens not giving rise to an Event of Default and notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings and for which adequate reserves have been made; 

(23) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods
entered into in the ordinary course of business; 
 (24) Liens Incurred to secure cash management services in the
ordinary course of business; 
 (25) other Liens in an aggregate principal amount not to exceed $20.0 million at
any one time outstanding; 

  
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 (26) any encumbrance or restriction (including put and call arrangements)
with respect to Capital Stock of any joint venture or similar arrangement pursuant to any joint venture or similar agreement; 
 (27) any amounts held by a trustee in the funds and accounts under an indenture securing any revenue bonds issued for the benefit of the Company or any Restricted Subsidiary; and 

(28) Liens arising by virtue of any statutory or common law provisions relating to banker’s liens, rights of set-off
or similar rights and remedies as to deposit accounts or other funds maintained with a depository or financial institution. 

Any provider of additional extensions of credit shall be entitled to rely on the determination of an Officer that Liens Incurred satisfy
clause (6)(C) above if such determination is set forth in an Officers’ Certificate delivered to such provider; provided, however, that such determination will not affect whether such Lien actually was Incurred as permitted by
clause (6)(C). 
 “Person” means any individual, corporation, partnership, limited liability company, 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 right of payment of dividends or upon liquidation, dissolution, or winding up. 

“Purchase Money Note” means a promissory note of a Receivables Subsidiary evidencing a line of credit, which may be
irrevocable, from the Company or any Subsidiary of the Company to a Receivables Subsidiary in connection with a Qualified Receivables Financing, which note is intended to finance that portion of the purchase price that is not paid by cash or a
contribution of equity. 
 “Qualified Receivables Financing” means any Receivables Financing of one or more
Receivables Subsidiaries that meets the following conditions: 
 (1) the Board of Directors of the Company shall
have determined in good faith that such Qualified Receivables Financing (including financing terms, covenants, termination events and other provisions) is in the aggregate economically fair and reasonable to the Company and the Receivables
Subsidiary; 
 (2) all sales of accounts receivable and related assets to the Receivables Subsidiaries are made
at Fair Market Value (as determined in good faith by the Company); and 
 (3) the financing terms, covenants,
termination events and other provisions thereof shall be market terms (as determined in good faith by the Company) and may include Standard Securitization Undertakings. 

  
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 The grant of a security interest in any accounts receivable of the Company or any of its
Restricted Subsidiaries (other than a Receivables Subsidiary) to secure Bank Indebtedness, Indebtedness in respect of the Second-Lien Notes or any Refinancing Indebtedness with respect to the Second-Lien Notes shall not be deemed a Qualified
Receivables Financing. 
 “Rating Agency” means (1) each of Moody’s and S&P and (2) if Moody’s
or S&P ceases to rate the Securities for reasons outside of the Issuers’ control, a “nationally recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected by the
Company or any direct or indirect parent of the Company as a replacement agency for Moody’s or S&P, as the case may be. 
 “Real Property” means, collectively, all right, title and interest (including any leasehold estate) in and to any and all parcels of or interests in real property owned in fee or leased by any
Issuer or Guarantor, together with, in each case, all easements, hereditaments and appurtenances relating thereto, all improvements and appurtenant fixtures incidental to the ownership or lease thereof. 

“Receivables Fees” means distributions or payments made directly or by means of discounts with respect to any participation
interests issued or sold in connection with, and all other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Receivables Financing. 
 “Receivables Financing” means any transaction or series of transactions that may be entered into by the Company or any of its Subsidiaries pursuant to which the Company or any of its
Subsidiaries may sell, convey or otherwise transfer to (a) a Receivables Subsidiary (in the case of a transfer by the Company or any of its Subsidiaries); and (b) any other Person (in the case of a transfer by a Receivables Subsidiary), or
may grant a security interest in, any accounts receivable (whether now existing or arising in the future) of the Company or any of its Subsidiaries, and any assets related thereto including, without limitation, all collateral securing such accounts
receivable, all contracts and all guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and other assets which are customarily transferred or in respect of which security interests are
customarily granted in connection with asset securitization transactions involving accounts receivable and any Hedging Obligations entered into by the Company or any such Subsidiary in connection with such accounts receivable. 

“Receivables Repurchase Obligation” means any obligation of a seller of receivables in a Qualified Receivables Financing to
repurchase receivables arising as a result of a breach of a representation, warranty or covenant or otherwise, including as a result of a receivable or portion thereof becoming subject to any asserted defense, dispute, off-set or counterclaim of any
kind as a result of any action taken by, any failure to take action by or any other event relating to the seller. 

“Receivables Subsidiary” means a Wholly Owned Restricted Subsidiary of the Company (or another Person formed for the purposes
of engaging in Qualified Receivables Financing with the Company in which the Company or any Subsidiary of the Company makes an Investment and to which the Company or any Subsidiary of the Company transfers accounts


  
 35 









 
receivable and related assets) which engages in no activities other than in connection with the financing of accounts receivable of the Company and its 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 Company (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 Company or any other Subsidiary of the Company (excluding (x) guarantees of obligations (other than the principal of and interest on, Indebtedness) pursuant to Standard Securitization Undertakings and
(y) guarantees by other Receivables Subsidiaries), (ii) is recourse to or obligates the Company or any other Subsidiary of the Company (other than another Receivables Subsidiary) in any way other than pursuant to Standard Securitization
Undertakings, or (iii) subjects any property or asset of the Company or any other Subsidiary of the Company (other than another Receivables Subsidiary), directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than
pursuant to Standard Securitization Undertakings; 
 (b) with which neither the Company nor any other Subsidiary
of the Company (other than another Receivables Subsidiary) has any material contract, agreement, arrangement or understanding other than on terms which the Company reasonably believes to be no less favorable to the Company or such Subsidiary than
those that might be obtained at the time from Persons that are not Affiliates of the Company; and 
 (c) to which
neither the Company nor any other Subsidiary of the Company (other than another Receivables Subsidiary) 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 Company shall be evidenced to the Trustee by filing with the
Trustee a certified copy of the resolution of the Board of Directors of the Company giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing conditions. 

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

“Restricted Subsidiary” means, with respect to any Person, any Subsidiary of such Person other than an Unrestricted Subsidiary
of such Person. Unless otherwise indicated in this Indenture, all references to Restricted Subsidiaries shall mean Restricted Subsidiaries of the Company, including, without limitation, Finance Co. 

“Sale/Leaseback Transaction” means an arrangement relating to property now owned or hereafter acquired by the Company or a
Restricted Subsidiary whereby the Company or a Restricted Subsidiary transfers such property to a Person and the Company or such Restricted Subsidiary leases it from such Person, other than leases between the Company and a Restricted Subsidiary of
the Company or between Restricted Subsidiaries of the Company. 
 “S&P” means Standard & Poor’s
Ratings Group or any successor to the rating agency business thereof. 

  
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 “SEC” means the Securities and Exchange Commission. 

“Second-Lien Notes” means (i) the Existing Floating Rate Second-Lien Notes and (ii) the Existing Fixed Rate
Second-Lien Notes. 
 “Second-Lien Notes Collateral Documents” shall mean the Collateral Agreement, dated as of
August 1, 2006, among the Company, certain other grantors and the collateral agent thereunder in respect of the Second-Lien Notes and the Second-Lien Notes Indentures, and any other document or instrument pursuant to which a Lien is granted by
any grantor to secure any Second-Lien Notes Obligations or under which rights or remedies with respect to any such Lien are governed. 
 “Second-Lien Notes Documents” means (a) the Second-Lien Notes Indentures, the Second-Lien Notes, the Second-Lien Notes Collateral Documents and (b) any other related document or
instrument executed and delivered pursuant to any Second-Lien Notes Document described in clause (a) above evidencing or governing any Obligations thereunder. 
 “Second-Lien Notes Indentures” means, collectively, (i) the indenture governing the Existing Floating Rate Second-Lien Notes, dated as of August 1, 2006 and (ii) the indenture
governing the Existing Fixed Rate Second-Lien Notes, dated as of January 26, 2011, in each case as each such indenture may be amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof.

 “Second-Lien Notes Obligations” means Obligations in respect of the Second-Lien Notes or arising under the
Second-Lien Notes Documents or any of them, including all fees and expenses of the trustee thereunder. 
 “Second-Priority
Liens” means the Liens securing any Second-Lien Notes Obligations. 
 “Secured Indebtedness” means any
Indebtedness secured by a Lien. 
 “Secured Notes Intercreditor Agreement” means the Intercreditor Agreement entered
into on the Issue Date by the “intercreditor agent” referred to therein, the ABL Facility Collateral Agent, the First-Lien Revolving Facility Collateral Agent, the 2019 First-Lien Notes Collateral Agent, the Trustee, the Collateral Agent,
the Issuers and the Guarantors (as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof). 
 “Securities” has the meaning assigned to it in the preamble to this Indenture. 
 “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder. 

“Security Agreement” means the Collateral Agreement dated as of the Issue Date among Verso Paper Finance Holdings LLC, the
Company, each Subsidiary Loan Party party thereto and the Collateral Agent, as amended, supplemented or otherwise modified from time to time. 

  
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 “Security Documents” means the security agreements, pledge agreements, collateral
assignments and related agreements, as amended, supplemented, restated, renewed, refunded, replaced, restructured, repaid, refinanced or otherwise modified from time to time, creating the security interests in the Collateral for the benefit of the
Collateral Agent and the Holders of the Securities as contemplated by this Indenture. 
 “Senior Credit Documents”
means the collective reference to a Credit Agreement, any notes issued pursuant thereto and the guarantees thereof, and the collateral documents relating thereto, as amended, supplemented, restated, renewed, refunded, replaced, restructured, repaid,
refinanced or otherwise modified from time to time. 
 “Senior Subordinated Notes” means the 11.375% Senior
Subordinated Notes due 2016 issued by Verso Paper Holdings LLC and Verso Paper Inc. 
 “Significant Subsidiary” means
any Restricted Subsidiary that would be a “Significant Subsidiary” of the Company within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC. 
 “Similar Business” means a business, the majority of whose revenues are derived from the activities of the Company and its Subsidiaries as of the Issue Date or any business or activity that is
reasonably similar thereto or a reasonable extension, development or expansion thereof or ancillary thereto. 
 “Specified
Non-Core Assets” means hydro-electric dams and related assets. 
 “Sponsors” means (1) one or more
investment funds controlled by Apollo Management, L.P. and its Affiliates (collectively, the “Apollo Sponsors”), (2) any Person that forms a group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange
Act, or any successor provision) with any Apollo Sponsors, provided that any Apollo Sponsor (x) owns a majority of the voting power and (y) controls a majority of the Board of Directors of the Company and (3) any other
Affiliate of Apollo Management, L.P. that is neither a “portfolio company” (which means a company actively engaged in providing goods or services to unaffiliated customers), whether or not controlled, nor a company controlled by a
“portfolio company”. 
 “Standard Securitization Undertakings” means representations, warranties, covenants,
indemnities and guarantees of performance entered into by the Company or any Subsidiary of the Company which the Company has determined in good faith to be customary in a Receivables Financing including without limitation, those relating to the
servicing of the assets of a Receivables Subsidiary, it being understood that any Receivables Repurchase Obligation shall be deemed to be a Standard Securitization Undertaking. 

“Stated Maturity” means, with respect to any security, the date specified in such security as the fixed date on which the final
payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such security at the option of the holder thereof upon the happening of
any contingency beyond the control of the issuer unless such contingency has occurred). 

  
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 “Subordinated Indebtedness” means (a) with respect to either of the Issuers,
any Indebtedness of such Issuer which is by its terms subordinated in right of payment to the Securities, and (b) with respect to any Guarantor, any Indebtedness of such Guarantor which is by its terms subordinated in right of payment to its
Note Guarantee. 
 “Subsidiary” means, with respect to any Person, (1) any corporation, association or other
business entity (other than a partnership, joint venture or limited liability company) 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, and (2) any partnership,
joint venture or limited liability company of which (x) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general and 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 interests or otherwise, and (y) such Person or any
Subsidiary of such Person is a controlling general partner or otherwise controls such entity. 
 “Subsidiary
Redesignation” shall have the meaning provided in the definition of “Unrestricted Subsidiary” contained in this Section 1.01. 
 “Tax Distributions” means any distributions described in Section 4.04(b)(xii). 
 “TIA” means the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of this Indenture. 

“Total Assets” means the total consolidated assets of the Company and its Restricted Subsidiaries, as shown on the most recent
balance sheet of the Company, calculated on a pro forma basis after giving effect to any acquisition or disposition of a Person or business subsequent to the date of such balance sheet and consummated substantially contemporaneously with or prior to
the time of calculation. 
 “Transactions” refers collectively to (i) the issuance of the 2019 First-Lien Notes,
(ii) the issuance of the Securities, (iii) the purchase of $270.6 million aggregate principal amount of 2014 First-Lien Notes in the Issuers’ cash tender offer on March 21, 2012, at a purchase price of $1,055 per $1,000 principal
amount of 2014 First-Lien Notes, plus accrued and unpaid interest to, but not including March 21, 2012, (iv) the redemption of the remaining $44.4 million aggregate principal amount of 2014 First-Lien Notes on May 3, 2012,
(v) the entry into the ABL Facility and (vi) the entry into the New First-Lien Revolving Facility. 
 “Treasury
Rate” means, as of the applicable redemption date, the yield to maturity as of such redemption date of the most recently issued United States Treasury security as displayed by Bloomberg LP (or any successor service) on screens PX1 through PX8
(or any screens that may replace such screens on such service) that has a remaining term most nearly equal to the period from such redemption date, as determined by the Company, to January 15, 2015; provided, however, that if the
period from such redemption date to January 15, 2015 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 Officer” means: 

(1) any officer within the corporate trust department of the Trustee, including any vice president, assistant vice
president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any
corporate trust matter is referred because of such Person’s knowledge of and familiarity with the particular subject, and 
 (2) who shall have direct responsibility for the administration of this Indenture. 

“Trustee” means the party named as such in this Indenture until a successor replaces it and, thereafter, means the successor.

 “Uniform Commercial Code” means the New York Uniform Commercial Code as in effect from time to time. 

“Unrestricted Cash” means cash or Cash Equivalents of the Company or any of its Restricted Subsidiaries that would not appear
as “restricted” on a consolidated balance sheet of the Company and its Subsidiaries. 
 “Unrestricted
Subsidiary” means: 
 (1) any Subsidiary of the Company that at the time of determination shall be
designated an Unrestricted Subsidiary by the Board of Directors of such Person in the manner provided below; and 

(2) any Subsidiary of an Unrestricted Subsidiary. 

The Board of Directors of the Company may designate any Subsidiary of the Company (including any newly acquired or newly formed
Subsidiary of the Company) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Company or any other Subsidiary of the
Company that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have and do not thereafter Incur any Indebtedness
pursuant to which the lender has recourse to any of the assets of the Company or any of its Restricted Subsidiaries; provided, further, however, that either: 

(a) the Subsidiary to be so designated has total consolidated assets of $1,000 or less; or 

(b) if such Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under
Section 4.04. 

  
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 The Board of Directors of the Company may designate any Unrestricted Subsidiary to be a
Restricted Subsidiary (each, a “Subsidiary Redesignation”); provided, however, that immediately after giving effect to such designation: 
 (x) (1) the Company could Incur $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.03(a) or (2) the Fixed Charge Coverage Ratio for the
Company and its Restricted Subsidiaries would be greater than such ratio for the Company and its Restricted Subsidiaries immediately prior to such designation, in each case on a pro forma basis taking into account such designation, and 

(y) no Event of Default shall have occurred and be continuing. 

Any such designation by the Board of Directors of the Company shall be evidenced to the Trustee by promptly filing with the Trustee a
copy of the resolution of the Board of Directors of the Company giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing provisions. 

Notwithstanding anything to the contrary herein, and without any further condition, qualification or action hereunder, subsidiaries
designated as Unrestricted Subsidiaries as of the Issue Date under the indenture, among the Issuers, Wilmington Trust, National Association (as successor by merger to Wilmington Trust FSB), as trustee, and the other parties thereto dated
June 11, 2009, governing the Existing First-Lien Notes, will be Unrestricted Subsidiaries. 
 “U.S. Government
Obligations” 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, 

which, in each case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank (as
defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any such U.S. Government Obligations or a specific payment of principal of or interest on any such U.S. Government Obligations held by such custodian for the account
of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the
custodian in respect of the U.S. Government Obligations or the specific payment of principal of or interest on the U.S. Government Obligations evidenced by such depository receipt. 

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

  
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 “Weighted Average Life to Maturity” means, when applied to any Indebtedness or
Disqualified 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 multiplied by the amount of such payment, by (2) the sum of all such payments. 
 “Wholly Owned Restricted Subsidiary” is any Wholly Owned Subsidiary that is a Restricted Subsidiary. 
 “Wholly Owned Subsidiary” of any Person means a Subsidiary of such Person 100% of the outstanding Capital Stock or other ownership interests of which (other than directors’ qualifying
shares or shares required to be held by Foreign Subsidiaries) 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”
	  	Appendix A
	 “Affiliate Transaction”
	  	4.07(a)
	 “AHYDOs”
	  	3.09(b)
	 “Appendix”
	  	Preamble
	 “Asset Sale Offer”
	  	4.06(b)
	 “Bankruptcy Law”
	  	6.01
	 “covenant defeasance option”

“Covenant Suspension Event”
	  	 8.01(c)

4.17(a)

	 “Custodian”
	  	6.01
	 “Dealer Manager Agreement”
	  	Appendix A
	 “Dealer Managers”
	  	Appendix A
	 “Definitive Security”
	  	Appendix A
	 “Depository”
	  	Appendix A
	 “Event of Default”
	  	6.01
	 “Excess Proceeds”
	  	4.06(b)
	 “Exchange Securities”
	  	Preamble
	 “Global Securities Legend”
	  	Appendix A
	 “Guaranteed Obligations”
	  	12.01(a)
	 “IAI”
	  	Appendix A
	 “incorporated provision”
	  	13.01
	 “Initial Securities”
	  	Preamble
	 “legal defeasance option”
	  	8.01(c)
	 “Mortgaged Property”
	  	4.16(f)
	 “Mortgages”
	  	4.16(f)
	 “Notice of Default”
	  	6.01


  
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	 Term
	  	 Defined

in Section

		
	“Offer Period”	  	4.06(d)
	“Original Securities”	  	Preamble
	“Paying Agent”	  	2.04(a)
	“protected purchaser”	  	2.08
	“Priority Lien”	  	10.01(a)
	“QIB”	  	Appendix A
	“Refinancing Indebtedness”	  	4.03(b)
	“Refunding Capital Stock”	  	4.04(b)
	“Registered Exchange Offer”	  	Appendix A
	“Registration Agreement”	  	Appendix A
	“Registrar”	  	2.04(a)
	“Regulation D”	  	Appendix A
	“Regulation S”	  	Appendix A
	“Regulation S Securities”	  	Appendix A
	“Restricted Payment”	  	4.04(a)
	“Restricted Period”	  	Appendix A
	“Restricted Securities Legend”	  	Appendix A
	“Retired Capital Stock”	  	4.04(b)
	“Rule 501”	  	Appendix A
	“Reversion Date”	  	4.17(b)
	“Rule 144A”	  	Appendix A
	“Rule 144A Securities”	  	Appendix A
	“Securities Custodian”	  	Appendix A
	“Shelf Registration Statement”	  	Appendix A
	“Special Mandatory Redemption”	  	3.09(b)
	“Special Mandatory Redemption Date”	  	3.09(b)
	“Successor Company”	  	5.01(a)
	“Successor Co-Issuer”	  	5.01(b)
	 “Successor Guarantor”

“Suspended Covenants”
 “Suspension
Period”
	  	 5.01(c)
 4.17(a)

4.17(a)

	 “Transfer”

“Transfer Restricted Global Securities”
	  	 5.01(c)
 Appendix
A

	 “Transfer Restricted Securities”
 “Unrestricted Global Security”
	  	 Appendix A
 Appendix
A

	“Unrestricted Security”	  	Appendix A

 Section 1.03 Incorporation by Reference of Trust Indenture Act. This Indenture incorporates
by reference certain provisions of the TIA. The following TIA terms have the following meanings: 
 “Commission” means
the SEC. 

  
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 “indenture securities” means the Securities and the Note Guarantees. 

“indenture security holder” means a Holder. 
 “indenture to be qualified” means this Indenture. 
 “indenture
trustee” or “institutional trustee” means the Trustee. 
 “obligor” on the indenture securities means
the Company, the Guarantors and any other obligor on the Securities. 
 All other TIA terms used in this Indenture that are
defined by the TIA, defined by TIA reference to another statute or defined by SEC rule have the meanings assigned to them by such definitions. 
 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 Applicable Accounting Standards; 
 (c)
“or” is not exclusive; 
 (d) “including” means including without limitation; 

(e) words in the singular include the plural and words in the plural include the singular; 

(f) unsecured Indebtedness shall not be deemed to be subordinate or junior to Secured Indebtedness merely by virtue of its
nature as unsecured Indebtedness; 
 (g) the principal amount of any non-interest bearing or other discount
security at any date shall be the principal amount thereof that would be shown on a balance sheet of the issuer dated such date prepared in accordance with Applicable Accounting Standards; 

(h) the principal amount of any Preferred Stock shall be (i) the maximum liquidation value of such Preferred Stock or
(ii) the maximum mandatory redemption or mandatory repurchase price with respect to such Preferred Stock, whichever is greater; 
 (i) unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered
hereunder shall be prepared in accordance with Applicable Accounting Standards; 

  
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 (j) “$” and “U.S. Dollars” each refer to United States
dollars, or such other money of the United States of America that at the time of payment is legal tender for payment of public and private debts; and 
 (k) whenever in this Indenture or the Securities there is mentioned, in any context, principal, interest or any other amount payable under or with respect to any Securities, such mention shall be deemed
to include mention of the payment of Additional Interest, to the extent that, in such context, Additional Interest are, were or would be payable in respect thereof. 
 ARTICLE 2 
 THE SECURITIES 

Section 2.01 Amount of Securities. The aggregate principal amount of Original Securities which may be authenticated and
delivered under this Indenture on the Issue Date is $271,573,000. All Securities shall be substantially identical except as to denomination. 
 The Issuers may from time to time after the Issue Date issue Additional Securities under this Indenture in an unlimited principal amount, so long as (i) the Incurrence of the Indebtedness represented
by such Additional Securities is at such time permitted by Section 4.03 and Section 4.12 and (ii) such Additional Securities are issued in compliance with the other applicable provisions of this Indenture. With respect to any
Additional Securities issued after the Issue Date (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 2.07, 2.08, 2.09, 2.10, 3.06,
4.06(e), 4.08(c) or the Appendix), there shall be (a) established in or pursuant to a resolution of the Board of Directors and (b) (i) set forth or determined in the manner provided in an Officers’ Certificate or
(ii) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Securities: 
 (1) the aggregate principal amount of such Additional Securities which may be authenticated and delivered under this Indenture, 

(2) the issue price and issuance date of such Additional Securities, including the date from which interest on such
Additional Securities shall accrue; 
 (3) if applicable, that such Additional Securities shall be issuable in
whole or in part in the form of one or more Global Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities in addition to or in lieu of
those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.2 of the Appendix in which any such Global Security may be exchanged in whole or in part for Additional Securities
registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereof; and 

  
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 (4) if applicable, that such Additional Securities that are not Transfer
Restricted Securities shall not be issued in the form of Initial Securities as set forth in Exhibit A, but shall be issued in the form of Exchange Securities as set forth in Exhibit B. 

If any of the terms of any Additional Securities are established by action taken pursuant to a resolution of the Board of Directors, a
copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate or the indenture supplemental
hereto setting forth the terms of the Additional Securities. 
 The Securities, including any Additional Securities, shall be
treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase and the holders of the Original Securities and the Additional Securities will vote as one class
under this Indenture, provided that if any Additional Securities are not fungible with the Original Securities for United States Federal income tax purposes, such Additional Securities will have a separate CUSIP number. 

Section 2.02 Form and Dating. 
 Provisions relating to the Initial Securities and the Exchange Securities are set forth in the Appendix, which is hereby incorporated in and expressly made a part of this Indenture. The (i) Initial
Securities and the Trustee’s certificate of authentication and (ii) any Additional Securities (if issued as Transfer Restricted Securities) and the Trustee’s certificate of authentication shall each be substantially in the form of
Exhibit A hereto, which is hereby incorporated in and expressly made a part of this Indenture. The (i) Exchange Securities and the Trustee’s certificate of authentication and (ii) any Additional Securities issued other than as
Transfer Restricted Securities and the Trustee’s certificate of authentication shall each be substantially in the form of Exhibit B hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Securities may
have notations, legends or endorsements required by law, stock exchange rule, agreements to which any Issuer or any Guarantor is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the
Company). Each Security shall be dated the date of its authentication. The Securities shall be issuable only in registered form without interest coupons and in minimum denominations of $2,000 and any fully integral multiple of $1,000 in excess of
$2,000. 
 Section 2.03 Execution and Authentication. The Trustee shall authenticate and make available for delivery
upon a written order of each Issuer signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $271,573,000, (b) subject to the terms of this Indenture, Additional Securities in
an aggregate principal amount to be determined at the time of issuance and specified therein and (c) the Exchange Securities for issue in a Registered Exchange Offer pursuant to the Registration Agreement for a like principal amount of Initial
Securities exchanged pursuant thereto or otherwise pursuant to an effective registration statement under the Securities Act. Such order shall specify the amount of the Securities to be authenticated, the date on which the original issue of
Securities is to be authenticated and whether the Securities are to be Initial Securities or Exchange Securities. 

  
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 One Officer shall sign the Securities for each Issuer by manual or facsimile signature.

 If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the
Security, the Security shall be valid nevertheless. 
 A Security shall not be valid until an authorized signatory of the
Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. 

The Trustee may appoint one or more authenticating agents reasonably acceptable to the Company to authenticate the Securities. Any such
appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee
may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands. 

Section 2.04 Registrar and Paying Agent. (a) The Issuers shall maintain (i) an office or agency where Securities
may be presented for registration of transfer or for exchange (the “Registrar”) and (ii) an office or agency where Securities may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the
Securities and of their transfer and exchange. The Issuers may have one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrars. The term “Paying Agent” includes the Paying
Agent and any additional paying agents. The Issuers initially appoint the Trustee as Registrar, Paying Agent and the Securities Custodian with respect to the Global Securities. 

(b) The Issuers may enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which
shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers shall notify the Trustee of the name and address of any such agent. If the Issuers fail to maintain a
Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company or any of its domestically organized Wholly Owned Subsidiaries may act as Paying Agent or
Registrar. 
 (c) The Issuers may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and
to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers and such
successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve 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 Issuers and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as
Trustee in accordance with Section 7.08. 

  
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 Section 2.05 Paying Agent to Hold Money in Trust. Prior to each due date of the
principal of and interest on any Security, the Issuers shall deposit with each Paying Agent (or if the Company or a Wholly Owned Subsidiary is acting as Paying Agent, segregate and hold in trust for the benefit of the Persons entitled thereto) a sum
sufficient to pay such principal and interest when so becoming due. The Issuers shall require each Paying Agent (other than the Trustee) to agree in writing that a Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money
held by a Paying Agent for the payment of principal of and interest on the Securities, and shall notify the Trustee of any default by the Issuers in making any such payment. If the Company or a Wholly Owned Subsidiary of the Company acts as Paying
Agent, it shall segregate the money held by it as Paying Agent and hold it in trust for the benefit of Holders or the Trustee. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and to account for any funds
disbursed by such Paying Agent. Upon complying with this Section, a Paying Agent shall have no further liability for the money delivered to the Trustee. 
 Section 2.06 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 Holders. If the
Trustee is not the Registrar, the Company shall furnish, or cause the Registrar to furnish, to the Trustee, in writing at least five Business Days before each interest payment date and at such other times as the Trustee may request in writing, a
list in such form as the Trustee may reasonably require of the names and addresses of Holders as of such date. 

Section 2.07 Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the
surrender of a Security for registration of transfer and in compliance with the Appendix. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements
therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other authorized denominations, the Registrar shall make the exchange as requested if the same
requirements are met. To permit registration of transfers and exchanges, the Issuers shall execute and the Trustee shall authenticate Securities at the Registrar’s request. The Issuers may require payment of a sum sufficient to pay all taxes,
assessments or other authorized governmental charges in connection with any transfer or exchange pursuant to this Section. The Issuers shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected
for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. 

Prior to the due presentation for registration of transfer of any Security, the Issuers, the Guarantors, the Trustee, the Paying Agent
and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, on such Security and for all other purposes
whatsoever, whether or not such Security is overdue, and none of the Issuers, any Guarantor, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. 

  
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 Any Holder of a beneficial interest in a Global Security shall, by acceptance of such
beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a
beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. 
 All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities
surrendered upon such transfer or exchange. 
 Section 2.08 Replacement Securities. If a mutilated Security is
surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuers shall issue and, upon a written order of each Issuer signed by one Officer, the Trustee shall authenticate
a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) satisfies the Issuers or the Trustee within a reasonable time after such Holder has notice of such loss,
destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuers or the Trustee prior to the Security being acquired by a protected purchaser as defined in
Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other requirements of the Trustee. If required by the Trustee or the Issuers, such Holder shall furnish an indemnity bond sufficient in
the judgment of the Trustee to protect the Trustee, a Paying Agent and the Registrar, and sufficient in the judgment of the Issuers to protect the Issuers, from any loss that any of them may suffer if a Security is replaced. The Issuers and the
Trustee may charge the Holder for their expenses in replacing a Security (including without limitation, attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security
has become or is about to become due and payable, the Issuers in their discretion may pay such Security instead of issuing a new Security in replacement thereof. 
 Every replacement Security is an additional obligation of the Company. 
 The
provisions of this Section 2.08 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Securities. 

Section 2.09 Outstanding Securities. Securities outstanding at any time are all Securities authenticated by the Trustee
except for those canceled by it, those delivered to it for cancellation and those described in this Section as not outstanding. Subject to Section 13.06, a Security does not cease to be outstanding because the Company or an Affiliate of the
Company holds the Security. 

  
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 If a Security is replaced pursuant to Section 2.08 (other than a mutilated Security
surrendered for replacement), it ceases to be outstanding unless the Trustee and the Issuers receive proof satisfactory to them that the replaced Security is held by a protected purchaser. A mutilated Security ceases to be outstanding upon surrender
of such Security and replacement thereof pursuant to Section 2.08. 
 If a Paying Agent segregates and holds in trust, in
accordance with this Indenture, on a redemption date or maturity date, money sufficient to pay all principal and interest payable on that date with respect to the Securities (or portions thereof) to be redeemed or maturing, as the case may be, and
no Paying Agent is prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture, then on and after that date such Securities (or portions thereof) cease to be outstanding and interest on them ceases to
accrue. 
 Section 2.10 Temporary Securities. In the event that Definitive Securities are to be issued under the
terms of this Indenture, until such Definitive Securities are ready for delivery, the Issuers may prepare and, upon a written order of each Issuer signed by an Officer, the Trustee shall authenticate temporary Securities. Temporary Securities shall
be substantially in the form of Definitive Securities but may have variations that the Issuers consider appropriate for temporary Securities. Without unreasonable delay, the Issuers shall prepare, and upon a written order of each Issuer signed by an
Officer, the Trustee shall authenticate Definitive Securities and make them available for delivery in exchange for temporary Securities upon surrender of such temporary Securities at the office or agency of the Issuers, without charge to the Holder.
Until such exchange, temporary Securities shall be entitled to the same rights, benefits and privileges as Definitive Securities. 
 Section 2.11 Cancellation. The Issuers at any time may deliver Securities to the Trustee for cancellation. The Registrar and each Paying Agent shall forward to the Trustee any Securities
surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall cancel all Securities surrendered for registration of transfer, exchange, payment or cancellation and shall dispose of canceled Securities in
accordance with its customary procedures. The Issuers may not issue new Securities to replace Securities it has redeemed, paid or delivered to the Trustee for cancellation. The Trustee shall not authenticate Securities in place of canceled
Securities other than pursuant to the terms of this Indenture. 
 Section 2.12 Defaulted Interest. If the Issuers
default in a payment of interest on the Securities, the Issuers shall pay the defaulted interest then borne by the Securities (plus interest on such defaulted interest to the extent lawful) in any lawful manner. The Issuers may pay the defaulted
interest to the Persons who are Holders on a subsequent special record date. The Issuers shall fix or cause to be fixed any such special record date and payment date to the reasonable satisfaction of the Trustee and shall promptly mail or cause to
be mailed to each affected Holder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid. 

  
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 Section 2.13 CUSIP Numbers, ISINs, etc. The Issuers in issuing the Securities
may use CUSIP numbers, ISINs and “Common Code” numbers (if then generally in use) and, if so, the Trustee shall use CUSIP numbers, ISINs and “Common Code” numbers in notices of redemption as a convenience to Holders;
provided, however, that any such notice may state that no representation is made as to the correctness of such numbers, either as printed on the Securities or as contained in any notice of a redemption, that reliance may be placed only
on the other identification numbers printed on the Securities and that any such redemption shall not be affected by any defect in or omission of such numbers. The Company shall advise the Trustee of any change in the CUSIP numbers, ISINs and
“Common Code” numbers. 
 Section 2.14 Calculation of Principal Amount of Securities. The aggregate
principal amount of the Securities, at any date of determination, shall be the principal amount of the Securities at such date of determination. With respect to any matter requiring consent, waiver, approval or other action of the Holders of a
specified percentage of the principal amount of all the Securities, such percentage shall be calculated, on the relevant date of determination, by dividing (a) the principal amount, as of such date of determination, of Securities, the Holders
of which have so consented, by (b) the aggregate principal amount, as of such date of determination, of the Securities then outstanding, in each case, as determined in accordance with the preceding sentence, Section 2.09 and
Section 13.06 of this Indenture. Any such calculation made pursuant to this Section 2.14 shall be made by the Company and delivered to the Trustee pursuant to an Officers’ Certificate. 

ARTICLE 3 

REDEMPTION 
 Section 3.01 Optional Redemption. The Securities may be redeemed, in whole, or from time to time in part, subject to the conditions and at the redemption prices set forth in Paragraph 5 of the
form of Securities set forth in Exhibit A and Exhibit B hereto, which are hereby incorporated by reference and made a part of this Indenture, together with accrued and unpaid interest to the redemption date. 

Section 3.02 Applicability of Article. Redemption of Securities at the election of the Issuers or otherwise, as permitted or
required by any provision of this Indenture, shall be made in accordance with such provision and this Article. 

Section 3.03 Notices to Trustee. If the Issuers elect to redeem Securities pursuant to the optional redemption provisions of
Paragraph 5 of the applicable Security or is required to redeem Securities pursuant to the mandatory redemption provisions of Section 3.09, they shall notify the Trustee in writing of (i) the Section of this Indenture pursuant to which the
redemption shall occur, (ii) the redemption date, (iii) the principal amount of Securities to be redeemed and (iv) the redemption price. The Issuers shall give notice to the Trustee provided for in this paragraph at least 30 days


  
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but not more than 60 days before a redemption date unless a shorter period is acceptable to the Trustee in its discretion. Such notice shall be accompanied by an Officers’ Certificate and
Opinion of Counsel from the Company to the effect that such redemption will comply with the conditions herein. If fewer than all the Securities are to be redeemed, the record date relating to such redemption shall be selected by the Company and
given to the Trustee, which record date shall be not fewer than 15 days after the date of notice to the Trustee. Any such notice may be canceled at any time prior to notice of such redemption being mailed to any Holder and shall thereby be void and
of no effect. 
 Section 3.04 Selection of Securities to Be Redeemed. In the case of any partial redemption of
Securities, selection of Securities for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Securities are listed, or if the Securities are not so listed, on
a pro rata basis, by lot or by such other method as the Trustee shall deem fair and appropriate (and in such manner as complies with applicable legal requirements and the requirements of the Depository); provided that no Securities of $2,000
or less shall be redeemed in part. If any Securities are to be redeemed in part only, the notice of redemption relating to such Securities shall state the portion of the principal amount thereof to be redeemed. The Trustee shall make the selection
from outstanding Securities not previously called for redemption. The Trustee may select for redemption portions of the principal of Securities that have denominations larger than $2,000. Securities and portions of them the Trustee selects shall be
in amounts of $2,000 or any higher integral multiple of $1,000. Provisions of this Indenture that apply to Securities called for redemption also apply to portions of Securities called for redemption. The Trustee shall notify the Issuers promptly of
the Securities or portions of Securities to be redeemed. 
 Section 3.05 Notice of Redemption. (a) At least 30
days but not more than 60 days before a redemption date pursuant to Paragraph 5 of the applicable Security or Section 3.09, the Company shall mail or cause to be mailed by first-class mail a notice of redemption to each Holder (at their
registered address) whose Securities are to be redeemed. 
 Any such notice shall identify the Securities to be redeemed and
shall state: 
 (i) the redemption date; 

(ii) the redemption price and the amount of accrued interest to the redemption date; 

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

(iv) that Securities called for redemption must be surrendered to the Paying Agent to collect the redemption price, plus
accrued interest; 
 (v) if fewer than all the outstanding Securities are to be redeemed, the certificate numbers
and principal amounts of the particular Securities to be redeemed, the aggregate principal amount of Securities to be redeemed and the aggregate principal amount of Securities to be outstanding after such partial redemption; 

  
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 (vi) that, unless the Issuers default in making such redemption payment,
interest on Securities (or portion thereof) called for redemption ceases to accrue on and after the redemption date; 
 (vii) the CUSIP number, ISIN and/or “Common Code” number, if any, printed on the Securities being redeemed; and 

(viii) that no representation is made as to the correctness or accuracy of the CUSIP number or ISIN and/or “Common
Code” number, if any, listed in such notice or printed on the Securities. 
 (b) At the Company’s request, the Trustee
shall give the notice of redemption in the Issuers’ name and at the Issuers’ expense. In such event, the Company shall provide the Trustee with the information required by this Section at least five Business Days prior to the date of
giving such notice of redemption. 
 Section 3.06 Effect of Notice of Redemption. Once notice of redemption is
mailed in accordance with Section 3.05, Securities called for redemption become due and payable on the redemption date and at the redemption price stated in the notice, except as provided in paragraph 5 of the Securities. Upon surrender to the
Paying Agent, such Securities shall be paid at the redemption price stated in the notice, plus accrued interest, to, but not including, the redemption date; provided, however, that if the redemption date is after a regular record date
and on or prior to the interest payment date, the accrued interest shall be payable to the Holder of the redeemed Securities registered on the relevant record date. Failure to give notice or any defect in the notice to any Holder shall not affect
the validity of the notice to any other Holder. 
 Section 3.07 Deposit of Redemption Price. With respect to any
Securities, prior to 10:00 a.m., New York City time, on the redemption date, the Issuers shall deposit with the Paying Agent (or, if the Company or a Wholly Owned Subsidiary is the Paying Agent, shall segregate and hold in trust) in immediately
available funds money sufficient to pay the redemption price of and accrued interest on all Securities or portions thereof to be redeemed on that date other than Securities or portions of Securities called for redemption that have been delivered by
the Issuers to the Trustee for cancellation. On and after the redemption date, interest shall cease to accrue on Securities or portions thereof called for redemption so long as the Issuers have deposited with the Paying Agent funds sufficient to pay
the principal of, plus accrued and unpaid interest on, the Securities to be redeemed, unless the Paying Agent is prohibited from making such payment pursuant to the terms of this Indenture. 

  
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 Section 3.08 Securities Redeemed in Part. Upon surrender and cancellation of a
Security that is redeemed in part, the Issuers shall execute and, upon a written order of each Issuer signed by an Officer, the Trustee shall authenticate for the Holder (at the Company’s expense) a new Security equal in principal amount to the
unredeemed portion of the Security surrendered. 
 Section 3.09 Mandatory Redemption 

(a) Except as set forth in Section 3.09(b), the Issuers are not required to make mandatory redemption or sinking fund payments with
respect to the Securities. 
 (b) If the Securities would, but for the application of this Section 3.09(b), constitute
“applicable high yield discount obligations” (“AHYDOs”) within the meaning of Section 163(i)(1) of the Code, and as a result the Issuers would otherwise be subject to limitations on their deduction of interest in respect of
the Securities pursuant to Section 163(e)(5) of the Code, then on the last day of each “accrual period” (as defined in Treasury Regulations Section 1.1272-1(b)(1)(ii)) ending after the fifth anniversary of the “issue
date” of the Securities for U.S. federal income tax purposes (each a “Special Mandatory Redemption Date”), the Issuers shall make a mandatory prepayment of principal (any such prepayment a “Special Mandatory Redemption”) on
each of the Securities, without premium or penalty, in an amount necessary to ensure that the Securities will not be treated as AHYDOs within the meaning of Section 163(i)(1) of the Code together with accrued interest, if any, thereon to the
date of redemption. Such mandatory prepayment will be applied against and reduce the amount due under the applicable Securities outstanding at such time (and shall be treated by the Issuers and the Holders of the Securities first as a payment of
accrued interest (original issue discount) on such Security for federal income tax purposes). The Holders of the Securities and the Issuers intend that the Special Mandatory Redemptions be sufficient to prevent each Security from being treated as an
AHYDO within the meaning of Section 163(i)(1) of the Code, and this Section 3.09(b) shall be interpreted and applied in a manner consistent with such intent. No partial redemption or repurchase of the Securities prior to each Special
Mandatory Redemption Date pursuant to any other provisions of this Indenture will alter the Issuers’ obligation to make the Special Mandatory Redemption with respect to any Securities that remain outstanding on each Special Mandatory Redemption
Date. 
 (c) Any redemption of the Securities pursuant to this Section 3.09 shall be made pursuant to the provisions of
Sections 3.02 through 3.08. In the case of any Special Mandatory Redemption, the Issuers shall send notice of such redemption to the Trustee 60 days before the redemption date, which notice shall specify the amount of the Special Mandatory
Redemption. 
 ARTICLE 4 
 COVENANTS 
 Section 4.01 Payment of Securities. The Issuers
jointly and severally agree that they shall promptly pay the principal of and interest on the Securities on the dates and in the manner provided in the Securities and in 

  
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this Indenture. An installment of principal of or interest shall be considered paid on the date due if on such date the Trustee or the Paying Agent holds as of 12:00 p.m. New York City time money
sufficient to pay all principal and interest then due and the Trustee or the Paying Agent, as the case may be, is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture. 

The Issuers shall pay interest on overdue principal at the rate specified therefor in the Securities, and shall pay interest on overdue
installments of interest at the same rate borne by the Securities to the extent lawful. 
 Section 4.02 Reports and
Other Information. (a) Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual
and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Company shall file with the SEC (and provide the Trustee and Holders with copies thereof, without cost to the Trustee and each Holder, within 15 days after it
files them with the SEC), 
 (i) within the time period specified in the SEC’s rules and regulations, annual
reports on Form 10-K (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), 

(ii) within the time period specified in the SEC’s rules and regulations, reports on Form 10-Q (or any successor or
comparable form) containing the information required to be contained therein (or required in such successor or comparable form), 
 (iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations), such other
reports on Form 8-K (or any successor or comparable form), and 
 (iv) any other information, documents and other
reports which the Company would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; 

provided, however, that the Company shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in
which event the Company shall put such information on the primary website of the Company or its Subsidiaries in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time the Company would be
required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act. 
 (b) In the event that: 
 (i) the rules and regulations of the SEC
permit the Company and any direct or indirect parent of the Company to report at such parent entity’s level on a consolidated basis and 

  
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 (ii) such parent entity of the Company is not engaged in any business in any
material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Company, 
 such consolidated
reporting at such parent entity’s level in a manner consistent with that described in this Section 4.02 for the Company shall satisfy this Section 4.02. 
 (c) The Company shall make such information available to prospective investors upon request. In addition, the Company shall, for so long as any Securities remain outstanding during any period when it is
not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to the Holders of the Securities and to prospective investors,
upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. 
 (d)
Notwithstanding the foregoing, the Company will be deemed to have furnished such reports referred to above to the Trustee and the Holders if the Company has filed such reports with the SEC via the EDGAR filing system and such reports are publicly
available. 
 (e) In the event that any direct or indirect parent of the Company is or becomes a Guarantor of the Securities,
the Company may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Company by furnishing financial information relating to such direct or indirect parent; provided that the same is
accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Company and its Subsidiaries, on the one hand,
and the information relating to the Company, the Guarantors and the other Subsidiaries of the Company on a standalone basis, on the other hand. 
 (f) Delivery of reports, information and documents under this Section 4.02 to the Trustee is for information 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 Issuers’ compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article
7) on Officers’ Certificates). 
 Section 4.03 Limitation on Incurrence of Indebtedness and Issuance of
Disqualified Stock and Preferred Stock. (a) (i) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) or issue any shares of
Disqualified Stock; and (ii) the Company shall not permit any of its Restricted Subsidiaries (other than Finance Co. or a Guarantor) to issue any shares of Preferred Stock; provided, however, that any Issuer and any Restricted
Subsidiary that is a Guarantor or a Foreign Subsidiary may Incur Indebtedness (including Acquired Indebtedness) or issue shares of 

  
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Disqualified Stock and any Restricted Subsidiary may issue shares of Preferred Stock, in each case if the Fixed Charge Coverage Ratio of the Company for the most recently ended four full fiscal
quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is Incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 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. 
 (b) The limitations set forth in
Section 4.03(a) shall not apply to: 
 (i) the Incurrence by the Company or its Restricted Subsidiaries of
Indebtedness under the Credit Agreement 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 outstanding at any one time not to exceed: 
 (1) an amount
equal to the greater of (x) $200.0 million and (y) the Borrowing Base; plus 
 (2) the greater
of (x) $50.0 million and (y) an amount such that, on a pro forma basis after giving effect to the incurrence of such Indebtedness (and application of the net proceeds therefrom), the Consolidated Secured Debt Ratio would be no greater than
3.00 to 1.00; 
 (ii) the Incurrence by the Company and the Guarantors of Indebtedness represented by the
Original Securities (not including any Additional Securities) and the Note Guarantees, as applicable (including the Exchange Securities and related guarantees thereof); 

(iii)(1) Indebtedness existing on the Issue Date (other than Indebtedness described in clauses (i) and (ii) of
this Section 4.03(b)) and (2) Indebtedness under the 2019 First-Lien Notes outstanding on the Issue Date; 
 (iv)(1) Indebtedness (including Capitalized Lease Obligations) Incurred by the Company or any of its Restricted Subsidiaries, Disqualified Stock issued by the Company or any of its Restricted Subsidiaries
and Preferred Stock issued by any Restricted Subsidiaries of the Company to finance (whether prior to or within 270 days after) the purchase, lease, construction or improvement of property (real or personal) or equipment (whether through the direct
purchase of assets or the Capital Stock of any Person owning such assets (but no other material assets)) and (2) Acquired Indebtedness; in an aggregate principal amount which, when aggregated with the principal amount of all other Indebtedness,
Disqualified Stock and Preferred Stock then outstanding that was Incurred pursuant to this clause (iv), does not exceed the greater of $75.0 million and 5.0% of Total Assets at the time of Incurrence; 

  
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 (v) Indebtedness Incurred by the Company or any of its Restricted
Subsidiaries constituting reimbursement obligations with respect to letters of credit and bank guarantees issued in the ordinary course of business, including without limitation letters of credit in respect of workers’ compensation claims,
health, disability or other benefits to employees or former employees or their families or property, casualty or liability insurance or self-insurance, and letters of credit in connection with the maintenance of, or pursuant to the requirements of,
environmental or other permits or licenses from governmental authorities, or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims; 

(vi) Indebtedness arising from agreements of the Company or a Restricted Subsidiary providing for indemnification,
adjustment of purchase price or similar obligations, in each case, Incurred in connection with the Transactions or any acquisition or disposition of any business, assets or a Subsidiary of the Company in accordance with the terms of this Indenture,
other than guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Subsidiary for the purpose of financing such acquisition; 

(vii) Indebtedness of the Company to a Restricted Subsidiary; provided that any such Indebtedness owed to a
Restricted Subsidiary that is neither Finance Co. nor a Guarantor is subordinated in right of payment to the obligations of the Company under the Securities; provided, further, that any subsequent issuance or transfer of any Capital Stock or
any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Company or another Restricted Subsidiary) shall be deemed, in each case,
to be an Incurrence of such Indebtedness; 
 (viii) shares of Preferred Stock of a Restricted Subsidiary issued
to the Company or another Restricted Subsidiary; provided that any subsequent issuance or transfer of any Capital Stock or any other event which results in any Restricted Subsidiary that holds such shares of Preferred Stock of another
Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to the Company or another Restricted Subsidiary) shall be deemed, in each case, to be an issuance of shares of
Preferred Stock; 
 (ix) Indebtedness of a Restricted Subsidiary to the Company or another Restricted Subsidiary;
provided that if Finance Co. or a Guarantor Incurs such Indebtedness to a Restricted Subsidiary that is neither Finance Co. nor a Guarantor such Indebtedness is subordinated in right of payment to the Securities (in the case of Finance Co.)
or the Note Guarantee of such Guarantor, as applicable; provided, further, that any subsequent issuance or transfer of any Capital Stock or any other event which results in any Restricted Subsidiary holding such Indebtedness ceasing to
be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Company or another Restricted Subsidiary) shall be deemed, in each case, to be an Incurrence of such Indebtedness; 

  
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 (x) Hedging Obligations that are not Incurred for speculative purposes and:
(1) for the purpose of fixing or hedging interest rate risk with respect to any Indebtedness that is permitted by the terms of this Indenture to be outstanding; (2) for the purpose of fixing or hedging currency exchange rate risk with
respect to any currency exchanges; and/or (3) for the purpose of fixing or hedging commodity price risk with respect to any commodity purchases or sales; 
 (xi) obligations (including reimbursement obligations with respect to letters of credit and bank guarantees) in respect of performance, bid, appeal and surety bonds and completion guarantees provided by
the Company or any Restricted Subsidiary in the ordinary course of business; 
 (xii) Indebtedness or
Disqualified Stock of the Company or any Restricted Subsidiary of the Company and Preferred Stock of any Restricted Subsidiary of the Company not otherwise permitted hereunder in an aggregate principal amount, which when aggregated with the
principal amount or liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and Incurred pursuant to this clause (xii), does not exceed $100.0 million at any one time outstanding (it being understood
that any Indebtedness Incurred under this clause (xii) shall cease to be deemed Incurred or outstanding for purposes of this clause (xii) but shall be deemed Incurred for purposes of Section 4.03(a) from and after the first date on
which the Company, or the Restricted Subsidiary, as the case may be, could have Incurred such Indebtedness under Section 4.03(a) without reliance upon this clause (xii)); 

(xiii) any guarantee (or co-issuance in the case of Finance Co.) by an Issuer or a Guarantor of Indebtedness or other
obligations of the Company or any of its Restricted Subsidiaries so long as the Incurrence of such Indebtedness Incurred by such Issuer or such Restricted Subsidiary is permitted under the terms of this Indenture; provided that if such
Indebtedness is by its express terms subordinated in right of payment to the Securities or the Note Guarantee of such Restricted Subsidiary, as applicable, any such guarantee (or co-issuance in the case of Finance Co.) of such Issuer or such
Guarantor with respect to such Indebtedness shall be subordinated in right of payment to the Securities or such Guarantor’s Note Guarantee with respect to the Securities, as applicable, substantially to the same extent as such Indebtedness is
subordinated to the Securities or the Note Guarantee of such Restricted Subsidiary, as applicable; 
 (xiv) the
Incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness or Disqualified Stock or Preferred Stock of a Restricted Subsidiary of the Company which serves to refund, refinance or defease any Indebtedness Incurred or Disqualified
Stock or Preferred Stock issued as permitted under Section 4.03(a) and clauses (ii), (iii), (iv), (xiv), (xv), (xix) and/or (xx) of this Section 4.03(b) or any Indebtedness, Disqualified Stock or Preferred Stock Incurred to so
refund or refinance such Indebtedness, Disqualified Stock or Preferred Stock, including any Indebtedness, Disqualified Stock or Preferred Stock Incurred to pay premiums and fees in connection therewith (subject to the following proviso,
“Refinancing Indebtedness”) prior to its respective maturity; provided, however, that such Refinancing Indebtedness: 
 (1) has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is Incurred which is not less than the shorter of (x) the remaining Weighted Average Life to Maturity of the
Indebtedness, Disqualified Stock or Preferred Stock being refunded or refinanced and (y) the Weighted Average Life to Maturity that would result if all payments of principal on the Indebtedness, Disqualified Stock and Preferred Stock being
refunded or refinanced that were due on or after the date one year following the last maturity date of any Securities then outstanding were instead due on such date one year following the last date of maturity of the Securities; 

  
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 (2) has a Stated Maturity which is not earlier than the earlier of
(x) the Stated Maturity of the Indebtedness being refunded or refinanced or (y) 91 days following the maturity date of the Securities; 
 (3) to the extent such Refinancing Indebtedness refinances (x) Indebtedness junior to the Securities or the Note Guarantee of such Restricted Subsidiary, as applicable, such Refinancing Indebtedness
is junior to the Securities or the Note Guarantee of such Restricted Subsidiary, as applicable, or (y) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness is Disqualified Stock or Preferred Stock; 

(4) is Incurred in an aggregate amount (or if issued with original issue discount, an aggregate issue price) that is
equal to or less than the aggregate amount (or if issued with original issue discount, the aggregate accreted value) then outstanding of the Indebtedness being refinanced plus premium, fees and expenses Incurred in connection with such refinancing;

 (5) shall not include (x) Indebtedness of a Restricted Subsidiary of the Company that is neither Finance
Co. nor a Guarantor that refinances Indebtedness of an Issuer or a Restricted Subsidiary that is a Guarantor, or (y) Indebtedness of the Company or a Restricted Subsidiary that refinances Indebtedness of an Unrestricted Subsidiary; and

 (6) in the case of any Refinancing Indebtedness Incurred to refinance Indebtedness outstanding under clause
(iv) or (xix) of this Section 4.03(b), shall be deemed to have been Incurred and to be outstanding under such clause (iv) or (xix) of this Section 4.03(b), as applicable, and not this clause (xiv) for purposes of
determining amounts outstanding under such clauses (iv) or (xix) of this Section 4.03(b); 
 provided,
further, that (A) subclauses (1), (2) and (3) of this clause (xiv) shall not apply to any refunding or refinancing of the Securities or any Secured Indebtedness constituting First-Priority Lien Obligations and
(B) subclause (3) of this clause (xiv) will not apply to any refunding or refinancing of the Senior Subordinated Notes, to the extent such refunding or refinancing occurs within one year of the Stated Maturity thereof; 

  
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 (xv) Indebtedness, Disqualified Stock or Preferred Stock of (A) the
Company or any of its Restricted Subsidiaries, Incurred to finance an acquisition or (B) Persons that are acquired by the Company or any of its Restricted Subsidiaries or merged or amalgamated into the Company or a Restricted Subsidiary in
accordance with the terms of this Indenture; provided, however, that after giving pro forma effect to such acquisition and the Incurrence of such Indebtedness either: 

(1) the Company would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge
Coverage Ratio test set forth in the first sentence of Section 4.03(a); or 
 (2) the Fixed Charge Coverage
Ratio would be greater than immediately prior to such acquisition; 
 (xvi) Indebtedness Incurred by a
Receivables Subsidiary in a Qualified Receivables Financing that is not recourse to the Company or any Restricted Subsidiary other than a Receivables Subsidiary (except for Standard Securitization Undertakings); 

(xvii) 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; 

(xviii) Indebtedness of the Company or any Restricted Subsidiary supported by a letter of credit or bank guarantee issued
pursuant to the Credit Agreement, in a principal amount not in excess of the stated amount of such letter of credit; 
 (xix) Contribution Indebtedness; 
 (xx) Indebtedness of Foreign
Subsidiaries Incurred for working capital purposes; 
 (xxi) Indebtedness of the Company or any Restricted
Subsidiary consisting of (x) the financing of insurance premiums or (y) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; and 

(xxii) Indebtedness issued by the Company or a Restricted Subsidiary to current or former officers, directors and
employees thereof or any direct or indirect parent thereof, or their respective estates, spouses or former spouses, in each case to finance the purchase or redemption of Equity Interests of the Company or any of its direct or indirect parent
companies to the extent permitted under Section 4.04(b)(iv). 

  
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 For purposes of determining compliance with this Section 4.03, in the event that an
item, or a portion of such item, taken by itself, of Indebtedness, Disqualified Stock or Preferred Stock meets the criteria of more than one of the categories of permitted Indebtedness described in clauses (i) through (xxii) above or such
item is (or portion, taken by itself, would be) entitled to be Incurred pursuant to Section 4.03(a), the Company shall, in its sole discretion, divide, classify or reclassify, or later divide, classify or reclassify, such item of Indebtedness
or any portion thereof in any manner that complies (based on circumstances existing at the time of such division, classification or reclassification) with this Section 4.03; provided that all Indebtedness under the First-Lien Revolving
Facility or ABL Facility outstanding on the Issue Date shall be deemed to have been Incurred pursuant to clause (i) of Section 4.03(b) and the Company shall not be permitted to reclassify all or any portion of such Indebtedness outstanding
on the Issue Date until such Indebtedness is no longer outstanding. Accrual of interest, the accretion of accreted value, the payment of interest in the form of additional Indebtedness with the same terms, the payment of dividends on Preferred Stock
in the form of additional shares of Preferred Stock of the same class, accretion of original issue discount or liquidation preference and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of
currencies shall not be deemed to be an Incurrence of Indebtedness for purposes of this Section 4.03. Guarantees of, or obligations in respect of letters of credit relating to, Indebtedness which is otherwise included in the determination of a
particular amount of Indebtedness shall not be 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 4.03. 
 Any Indebtedness Incurred under an ABL Facility pursuant to Section 4.03(b)(i)
shall be deemed for purposes of this Section 4.03 to have been Incurred on the date such Indebtedness was first Incurred until such Indebtedness is actually repaid, other than pursuant to “cash sweep” provisions or any similar
provisions under any credit facility that provides that such Indebtedness is deemed to be repaid daily (or otherwise periodically). 
 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 or first Incurred (whichever yields the lower U.S. dollar equivalent), 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. 
 For the avoidance of doubt,
notwithstanding any other provision of this Section 4.03, the maximum amount of Indebtedness that the Company and its Restricted Subsidiaries may Incur pursuant to this Section 4.03 shall not be deemed to be exceeded, with respect to any
outstanding Indebtedness, solely as a result of fluctuations in the exchange rate of currencies. 

  
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 For the avoidance of doubt, the principal amount of any Indebtedness Incurred to refinance
other Indebtedness, if Incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in
effect on the date of such refinancing. 
 Section 4.04 Limitation on Restricted Payments. (a) The Company
shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: 
 (i) declare or
pay any dividend or make any distribution on account of the Company’s or any of its Restricted Subsidiaries’ Equity Interests, including any payment made in connection with any merger, amalgamation or consolidation involving the Company
(other than (A) dividends or distributions by the Company payable solely in Equity Interests (other than Disqualified Stock) of the Company; or (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any
dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, the Company or a Restricted Subsidiary receives at least its pro rata share of
such dividend or distribution in accordance with its Equity Interests in such class or series of securities); 

(ii) purchase or otherwise acquire or retire for value any Equity Interests of the Company or any direct or indirect
parent of the Company; 
 (iii) make any principal payment on, or redeem, repurchase, defease or otherwise
acquire or retire for value, in each case prior to any scheduled repayment or scheduled maturity, the Existing Fixed Rate Second-Lien Notes or any Subordinated Indebtedness of the Company or any of its Restricted Subsidiaries (other than the
payment, redemption, repurchase, defeasance, acquisition or retirement of (A) the Existing Fixed Rate Second-Lien Notes or any Subordinated Indebtedness in anticipation of satisfying a sinking fund obligation, principal installment or final
maturity, in each case due within one year of the date of such payment, redemption, repurchase, defeasance, acquisition or retirement and (B) Indebtedness permitted under clauses (vii) or (ix) of Section 4.03(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 or Event of 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 Company
could Incur $1.00 of additional Indebtedness under Section 4.03(a); and 

  
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 (3) such Restricted Payment, together with the aggregate amount of all other
Restricted Payments made by the Company and its Restricted Subsidiaries on or after August 1, 2006 (including Restricted Payments permitted by clauses (i), (iv) (only to the extent of one-half of the amounts paid pursuant to such clause),
(vi) and (viii) of Section 4.04(b), but excluding all other Restricted Payments permitted by Section 4.04(b)), is less than the amount equal to the Cumulative Credit. 

(b) The provisions of Section 4.04(a) shall not prohibit: 

(i) the payment of any dividend or distribution within 60 days after the date of declaration thereof, if at the date of
declaration such payment would have complied with the provisions of this Indenture; 
 (ii) (A) the repurchase,
retirement or other acquisition of any Equity Interests (“Retired Capital Stock”) of the Company or any direct or indirect parent of the Company, the Existing Fixed Rate Second-Lien Notes or any Subordinated Indebtedness of the Company,
any direct or indirect parent of the Company, Finance Co., or any Guarantor in exchange for, or out of the cash proceeds of, the substantially concurrent sale of, Equity Interests of the Company or any direct or indirect parent of the Company or
contributions to the equity capital of the Company (other than any Disqualified Stock or any Equity Interests sold to a Subsidiary of the Company or to an employee stock ownership plan or any trust established by the Company or any of its
Subsidiaries) (collectively, including any such contributions, “Refunding Capital Stock”); and 
 (B)
the declaration and payment of dividends on the Retired Capital Stock out of the proceeds of the substantially concurrent sale (other than to a Subsidiary of the Company or to an employee stock ownership plan or any trust established by the Company
or any of its Subsidiaries) of Refunding Capital Stock; 
 (iii) the redemption, repurchase, defeasance or other
acquisition or retirement of any Existing Fixed Rate Second-Lien Notes or Subordinated Indebtedness of any Issuer or any Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness of any Issuer
or a Guarantor which is Incurred in accordance with Section 4.03 so long as 
 (A) the principal amount of
such new Indebtedness does not exceed the principal amount plus any accrued and unpaid interest, of the Existing Fixed Rate Second-Lien Notes or Subordinated Indebtedness being so redeemed, repurchased, defeased, acquired or retired for value (plus
the amount of any premium required to be paid under the terms of the instrument governing the Existing Fixed Rate Second-Lien Notes or Subordinated Indebtedness being so redeemed, repurchased, acquired or retired plus any tender premiums, defeasance
costs or other fees and expenses incurred in connection therewith), 
 (B) (x) in the case of any redemption,
repurchase, defeasance or other acquisition or retirement of any Subordinated Indebtedness, such new 

  
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Indebtedness is subordinated to the Securities or the related Note Guarantee, as the case may be, at least to the same extent as such Subordinated Indebtedness so purchased, exchanged, redeemed,
repurchased, defeased, acquired or retired for value and (y) in the case of any redemption, repurchase, defeasance or other acquisition or retirement of any Existing Fixed Rate Second-Lien Notes, such new Indebtedness is not secured by any Lien
that is pari passu with, or senior in priority to, the Liens securing the Securities, 
 (C) such
Indebtedness has a final scheduled maturity date equal to or later than the earlier of (x) the final scheduled maturity date of the Existing Fixed Rate Second-Lien Notes or Subordinated Indebtedness being so redeemed, repurchased, acquired or
retired or (y) 91 days following the maturity date of the Securities, and 
 (D) such Indebtedness has a
Weighted Average Life to Maturity at the time Incurred which is not less than the shorter of (x) the remaining Weighted Average Life to Maturity of the Existing Fixed Rate Second-Lien Notes or Subordinated Indebtedness being so redeemed,
repurchased, defeased, acquired or retired and (y) the Weighted Average Life to Maturity that would result if all payments of principal on the Existing Fixed Rate Second-Lien Notes or Subordinated Indebtedness being redeemed, repurchased,
defeased, acquired or retired that were due on or after the date one year following the last maturity date of any Securities then outstanding were instead due on such date one year following the last date of maturity of the Securities; 

(iv) the redemption, repurchase, retirement or other acquisition (or dividends to any direct or indirect parent of the
Company to finance any such redemption, repurchase, retirement or other acquisition) for value of Equity Interests of the Company or any direct or indirect parent of the Company held by any future, present or former employee, director or consultant
of the Company or any direct or indirect parent of the Company or any Subsidiary of the Company pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or other agreement or arrangement;
provided, however, that the aggregate amounts paid under this clause (iv) do not exceed $15.0 million in any calendar year (with unused amounts in any calendar year being permitted to be carried over for the two succeeding
calendar years, subject to a maximum payment (without giving effect to the following proviso) of $15.0 million in any calendar year); provided, further, however, that such amount in any calendar year may be increased by an
amount not to exceed: 
 (A) the cash proceeds received by the Company or any of its Restricted Subsidiaries
from the sale of Equity Interests (other than Disqualified Stock) of the Company or any direct or indirect parent of the Company (to the extent contributed to the Company) to members of management, directors or consultants of the Company and its
Restricted Subsidiaries or any direct or indirect parent of the Company that occurs after August 1, 2006 (provided that the amount of such cash proceeds utilized for any such repurchase, retirement, other acquisition or dividend shall
not increase the amount available for Restricted Payments under Section 4.04(a)(3)); plus 

  
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 (B) the cash proceeds of key man life insurance policies received by the
Company or any direct or indirect parent of the Company (to the extent contributed to the Company) or the Company’s Restricted Subsidiaries after August 1, 2006; 
 provided that the Company may elect to apply all or any portion of the aggregate increase contemplated by clauses (A) and (B) above in any calendar year; 

(v) the declaration and payment of dividends or distributions to holders of any class or series of Disqualified Stock of
the Company or any of its Restricted Subsidiaries issued or incurred in accordance with Section 4.03; 

(vi) the declaration and payment of dividends or distributions (a) to holders of any class or series of Designated
Preferred Stock (other than Disqualified Stock) issued after August 1, 2006 and (b) to any direct or indirect parent of the Company, the proceeds of which will be used to fund the payment of dividends to holders of any class or series of
Designated Preferred Stock (other than Disqualified Stock) of any direct or indirect parent of the Company issued after August 1, 2006; provided, however, that, (A) for the most recently ended four full fiscal quarters for
which internal financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock, after giving effect to such issuance (and the payment of dividends or distributions) on a pro forma basis (including a
pro forma application of the net proceeds therefrom), the Company would have had a Fixed Charge Coverage Ratio of at least 2.00 to 1.00 and (B) the aggregate amount of dividends declared and paid pursuant to this clause (vi) does not
exceed the net cash proceeds actually received by the Company from any such sale of Designated Preferred Stock (other than Disqualified Stock) issued after August 1, 2006; 

(vii) Investments in Unrestricted Subsidiaries having an aggregate Fair Market Value, taken together with all other
Investments made pursuant to this clause (vii) on or after August 1, 2006, that are at that time outstanding, not to exceed $25.0 million 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); 
 (viii) the payment of dividends on the
Company’s common stock (or the payment of dividends to any direct or indirect parent of the Company, as the case may be, to fund the payment by such direct or indirect parent of the Company of dividends on such entity’s common stock) of up
to 6% per annum of the net proceeds received by the Company from any public offering of common stock of the Company or any direct or indirect parent of the Company; 

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

  
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 (x) other Restricted Payments in an aggregate amount not to exceed $50.0
million (with such Restricted Payments being solely available to redeem, repurchase, defease, exchange, retire or otherwise acquire for value the Senior Subordinated Notes while such Senior Subordinated Notes are outstanding); 

(xi) the distribution, as a dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed to the Company or a
Restricted Subsidiary of the Company by, Unrestricted Subsidiaries; 
 (xii) (a) with respect to each tax year or
portion thereof that the Company qualifies as a Flow Through Entity, the distribution by the Company to the holders of Equity Interests of the Company (or to any direct or indirect parent of the Company or holders of Equity Interests in such
parent); and 
 (b) with respect to any tax year or portion thereof that the Company does not qualify as a Flow Through Entity,
the payment of dividends or other distributions to any direct or indirect parent company of the Company that files a consolidated U.S. federal tax return that includes the Company and its subsidiaries; 

in each case, in an amount not to exceed the amount that the Company and its Restricted Subsidiaries would have been required to pay in
respect of federal, state or local taxes (as the case may be) in respect of such year if the Company and its Restricted Subsidiaries paid such taxes directly as a standalone taxpayer (or stand-alone group) (and deeming the Company to be a taxpaying
corporation and parent of a group if it is a Flow Through Entity); 
 (xiii) the payment of any Restricted
Payments, other distributions or other amounts or the making of loans or advances by the Company, if applicable: 
 (A) in amounts required for any direct or indirect parent of the Company, if applicable, to pay fees and expenses (including franchise or similar taxes) required to maintain its corporate existence,
customary salary, bonus and other benefits payable to, and indemnities provided on behalf of, officers and employees of any direct or indirect parent of the Company, if applicable, and general corporate overhead expenses of any direct or indirect
parent of the Company, if applicable, in each case to the extent such fees and expenses are attributable to the ownership or operation of the Company, if applicable, and its Subsidiaries; 

(B) in amounts required for any direct or indirect parent of the Company, if applicable, to pay interest and/or principal
on Indebtedness the proceeds of which have been contributed to the Company or any of its Restricted Subsidiaries and that has been guaranteed by, or is otherwise considered Indebtedness of, the Company Incurred in accordance with Section 4.03;
and 

  
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 (C) in amounts required for any direct or indirect parent of the Company to
pay fees and expenses, other than to Affiliates of the Company, related to any unsuccessful equity or debt offering of such parent; 
 (xiv) cash dividends or other distributions on the Company’s Capital Stock used to, or the making of loans to any direct or indirect parent of the Company to, fund the Transactions and the payment of
fees and expenses incurred in connection with the Transactions or in respect of amounts owed by the Company or any direct or indirect parent of the Company, as the case may be, or Restricted Subsidiaries of the Company to Affiliates, in each case to
the extent permitted by Section 4.07; 
 (xv) repurchases of Equity Interests deemed to occur upon exercise
of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants; 
 (xvi) purchases of receivables pursuant to a Receivables Repurchase Obligation in connection with a Qualified Receivables Financing and the payment or distribution of Receivables Fees; 

(xvii) Restricted Payments by the Company or any Restricted Subsidiary to allow the payment in good faith of cash in lieu
of the issuance of fractional shares upon the exercise of options or warrants or upon the conversion or exchange of Capital Stock of any such Person; 
 (xviii) the repurchase, redemption or other acquisition or retirement for value of the Existing Fixed Rate Second-Lien Notes or any Subordinated Indebtedness pursuant to the provisions similar to those
described under Sections 4.06 and 4.08; provided that all Securities 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; 

(xix) any payments made, including any such payments made to any direct or indirect parent of the Company to enable it to
make payments, in connection with the consummation of the Transactions or as contemplated by the Acquisition Documents (other than payments to any Permitted Holder or any Affiliate thereof); 

(xx) the repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness or any
dividend or distribution to any direct or indirect parent of the Company to fund any repurchase, redemption or other acquisition or retirement for value of any Indebtedness of such parent (a) in an aggregate amount not to exceed 50% of
so-called “black liquor” payment proceeds received after March 31, 2009, (b) in an aggregate amount not to exceed 50% of the net proceeds from the sale of Specified Non-Core Assets, and (c) in an aggregate amount not to
exceed $50.0 million; provided that in the case of clauses (a), (b) or (c), no such repurchases, redemption or other acquisitions or retirements may be made from Affiliates of the Company; provided, further, that in the
case of clauses (a) or 

  
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(c) on a pro forma basis after giving effect to such Restricted Payment, the Company’s Unrestricted Cash, together with committed and available borrowing capacity under its Credit
Agreements, is at least $75.0 million; or 
 (xxi) any “deemed dividend” resulting from, or in
connection with, the filing of a consolidated or combined tax return by a direct or indirect parent of the Company (and not involving any cash distribution from the Company); 
 provided, however, that at the time of, and after giving effect to, any Restricted Payment permitted under clauses (vi), (vii), (x) and (xi) of this Section 4.04(b), no
Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof. 
 In addition to the
foregoing provisions of this Section 4.04(b), (1) the Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, make any principal payment on, or redeem, repurchase, defease, exchange, retire or
otherwise acquire for value, in each case prior to any scheduled repayment or scheduled maturity, the Existing Fixed Rate Second-Lien Notes (except as permitted by the parenthetical in clause (iii) of Section 4.04(a)) except
(a) pursuant to clauses (ii), (iii), (ix) (but only to the extent the Senior Subordinated Notes no longer remain outstanding and only in respect of Excluded Contributions made after the Issue Date) or (xviii) of this
Section 4.04(b) or (b) so long as no Senior Subordinated Notes remain outstanding, to the extent permitted by Section 4.04(a)(3), but in an amount not to exceed the amount of Cumulative Credit generated beginning immediately after the
Issue Date (with such calculation of the Cumulative Credit excluding any exchange or contribution of Indebtedness of (x) any direct or indirect parent of the Company or (y) the Company or any Restricted Subsidiary, which Indebtedness under
this clause (y) is unsecured or secured by liens on the Collateral that rank junior to the Liens securing the Notes (“Excluded Equitizations”)), less the amount of Restricted Payments referred to in Section 4.04(a)(3) as reducing
the Cumulative Credit made after the Issue Date and (2) for so long as the Senior Subordinated Notes remain outstanding, the Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, (A) pay any
dividend or make any distribution on, or in respect of, the Company’s Equity Interests (other than dividends payable solely in Equity Interests (other than Disqualified Stock)) or purchase or otherwise acquire or retire for value any Equity
Interests of the Company or any direct or indirect parent of the Company, in each case by means of utilization of the Cumulative Credit pursuant to Section 4.04(a)(3) or the exceptions provided by clauses (v), (vi), (x) or (xi) of
this Section 4.04(b), or (B) make any Permitted Investment or Restricted Investment that would result in any Restricted Payment described in clauses (i) through (iii) of Section 4.04(a) that would otherwise be prohibited by
clauses (1) or (2)(A) of this paragraph, in each case other than in connection with the payment of any dividend or distribution to any direct or indirect parent of the Company to fund any repurchase, redemption or other acquisition or
retirement for value of any Indebtedness incurred under the Credit Agreement dated as of January 31, 2007, among Verso Paper Finance Holdings LLC and Verso Paper Finance Holdings Inc., as co-obligors, outstanding on the Issue Date. After the
Senior Subordinated Notes are no longer outstanding, payments of dividends, or distributions on, or in respect of, the Company’s Equity Interests (other than dividends payable solely in Equity Interests (other than Disqualified Stock)) or
purchases or other acquisitions or retirement for value of any Equity Interests of the Company or any direct or indirect parent of the Company pursuant to Section 4.04(a)(3) will only be permitted in an amount not to exceed the amount of


  
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Cumulative Credit generated beginning immediately after the Issue Date (but excluding any Excluded Equitizations), less the amount of Restricted Payments referred to in Section 4.04(a)(3) as
reducing the Cumulative Credit made after the Issue Date. For the avoidance of doubt, the preceding sentence will not prohibit any payment permitted by Section 4.04(b). 
 (c) As of the Issue Date, all of the Company’s Subsidiaries shall be Restricted Subsidiaries other than Subsidiaries designated as Unrestricted Subsidiaries as of the Issue Date pursuant to the
Company’s existing Indebtedness, consisting of (i) Bucksport Leasing LLC and (ii) Verso Quinnesec REP LLC. The Company shall not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the definition of
“Unrestricted Subsidiary.” For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Company and its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so
designated shall be deemed to be Restricted Payments in an amount determined as set forth in the last sentence of the definition of “Investments.” Such designation shall only be permitted if a Restricted Payment or Permitted Investment in
such amount would be permitted at such time and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. 
 Section 4.05 Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company 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 Restricted Subsidiary to: 
 (a) (i) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (1) on its Capital Stock; or (2) with respect to any other interest or participation
in, or measured by, its profits; or (ii) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; 
 (b) make loans or advances to the Company or any of its Restricted Subsidiaries; or 
 (c) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries; 
 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 a Credit Agreement and the other Senior Credit Documents and pursuant to the indentures governing the 2019
First-Lien Notes, Second-Lien Notes, Senior Subordinated Notes and the guarantees thereof; 
 (2) this Indenture,
the Securities (and any Exchange Securities and Note Guarantees thereof) and the Security Documents, the Secured Notes Intercreditor Agreement, the First-Priority Intercreditor Agreement, the Junior Lien Intercreditor Agreement or any Other
Intercreditor Agreement; 
 (3) applicable law or any applicable rule, regulation or order; 

  
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 (4) any agreement or other instrument relating to Indebtedness of a Person
acquired by the Company or any Restricted Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such
acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person or its subsidiaries, other than the Person or its subsidiaries, or the property or assets of the Person, so acquired;

 (5) contracts or agreements for the sale of assets, including any restriction with respect to a Restricted
Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; 

(6) Secured Indebtedness otherwise permitted to be Incurred pursuant to Sections 4.03 and 4.12 that limit the right of the
debtor to dispose of the assets securing such Indebtedness; 
 (7) restrictions on cash or other deposits or net
worth imposed by customers under contracts entered into in the ordinary course of business; 
 (8) customary
provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; 
 (9) purchase money obligations or Capitalized Lease Obligations, in each case for property so acquired or leased in the ordinary course of business that impose restrictions of the nature discussed in
clause (c) above on the property so acquired; 
 (10) customary provisions contained in leases, licenses and
other similar agreements entered into in the ordinary course of business that impose restrictions of the type described in clause (c) above on the property subject to such lease; 

(11) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables
Financing; provided, however, that such restrictions apply only to such Receivables Subsidiary; 

(12) other Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary of the Company (i) that
is Finance Co. or a Guarantor that is Incurred subsequent to the Issue Date pursuant to Section 4.03 or (ii) that is Incurred by any Restricted Subsidiary of the Company that is not a Guarantor subsequent to the Issue Date pursuant to
Section 4.03; 
 (13) any Restricted Investment not prohibited by Section 4.04 and any Permitted
Investment; or 
 (14) any encumbrances or restrictions of the type referred to in clauses (a), (b) and
(c) above 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 (13) above;
provided that 

  
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such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, no more restrictive with
respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

 For purposes of determining compliance with this Section 4.05, (i) the priority of any Preferred Stock in receiving
dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or
advances made to the Company or a Restricted Subsidiary of the Company to other Indebtedness Incurred by the Company or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances. 

Section 4.06 Asset Sales. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, cause
or make an Asset Sale, unless (x) the Company or any of its Restricted Subsidiaries, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value (as determined in good faith by the Company)
of the assets sold or otherwise disposed of, and (y) at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary, as the case may be, is in the form of Cash Equivalents; provided that the amount of:

 (i) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance
sheet or in the notes thereto) of the Company or any Restricted Subsidiary of the Company (other than liabilities that are by their terms subordinated to the Securities or any Note Guarantee) that are assumed by the transferee of any such assets or
that are otherwise cancelled or terminated in connection with the transaction with such transferee, 
 (ii) any
notes or other obligations or other securities or assets received by the Company or such Restricted Subsidiary of the Company from such transferee that are converted by the Company or such Restricted Subsidiary of the Company into cash within 180
days of the receipt thereof (to the extent of the cash received), and 
 (iii) any Designated Non-cash
Consideration received by the Company 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 pursuant to this clause (iii) that is
at that time outstanding, not to exceed the greater of 3.0% of Total Assets and $45.0 million 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) 
 shall be deemed to be Cash Equivalents for the
purposes of this Section 4.06(a). 

  
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 (b) Within 365 days after the Company’s or any Restricted Subsidiary of the
Company’s receipt of the Net Proceeds of any Asset Sale, the Company or such Restricted Subsidiary of the Company may apply the Net Proceeds from such Asset Sale, at its option: 

(i) (y) to repay Indebtedness constituting First-Priority Lien Obligations (and, if the Indebtedness repaid is revolving
credit Indebtedness, to correspondingly reduce commitments with respect thereto), the Securities, any Indebtedness of a Foreign Subsidiary or Pari Passu Indebtedness; provided that if any Issuer or any Guarantor shall so reduce Obligations
under Pari Passu Indebtedness (other than any First-Priority Lien Obligations), the Issuers shall equally and ratably reduce Obligations under the Securities through open market purchases (provided that such purchases are at or above 100% of
the principal amount thereof) and/or by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders to purchase at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid
interest and Additional Interest, if any, of the pro rata principal amount of Securities or Indebtedness of a Restricted Subsidiary that is not an Issuer or a Guarantor, in each case other than Indebtedness owed to the Company or an Affiliate of the
Company or (z) to repay ABL Obligations; 
 (ii) to make an investment in any one or more businesses
(provided that if such investment is in the form of the acquisition of Capital Stock of a Person, such acquisition results in such Person becoming a Restricted Subsidiary of the Company), assets, or property or capital expenditures, in each
case used or useful in a Similar Business; and/or 
 (iii) to make an investment in any one or more businesses
(provided that if such investment is in the form of the acquisition of Capital Stock of a Person, such acquisition results in such Person becoming a Restricted Subsidiary of the Company), properties or assets that replace the properties and
assets that are the subject of such Asset Sale. 
 In the case of Sections 4.06(b)(ii) and (iii), a binding commitment shall be
treated as a permitted application of the Net Proceeds from the date of such commitment; provided that (x) such investment is consummated within 545 days after receipt by the Company or any Restricted Subsidiary of the Net Proceeds of
any Asset Sale and (y) if such investment is not consummated within the period set forth in subclause (x), the Net Proceeds not so applied will be deemed to be Excess Proceeds (as defined below). 

Pending the final application of any such Net Proceeds, the Company or such Restricted Subsidiary of the Company may temporarily reduce
Indebtedness under a revolving credit facility, if any, or otherwise invest such Net Proceeds in any manner not otherwise prohibited by this Indenture. Any Net Proceeds from any Asset Sale that are not applied as provided and within 365 days after
the Company’s or any Restricted Subsidiary of the Company’s receipt of the Net Proceeds of any Asset Sale (it being understood that any portion of such Net Proceeds used to make an offer to purchase Securities, as described in clause
(i) of this Section 4.06(b), shall be deemed to have been invested whether or not such offer is accepted) shall be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $15.0


  
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million, the Issuers shall make an offer to all Holders of Securities (and, at the option of the Issuers, to holders of any Pari Passu Indebtedness) (an “Asset Sale Offer”) to purchase
the maximum principal amount of Securities (and such Pari Passu Indebtedness), that is at least $2,000 and an integral multiple of $1,000 in excess thereof that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal
to 100% of the principal amount thereof (or, in the event such Pari Passu Indebtedness was issued with significant original issue discount, 100% of the accreted value thereof), plus accrued and unpaid interest and Additional Interest, if any (or, in
respect of such Pari Passu Indebtedness, such lesser price, if any, as may be provided for by the terms of such Pari Passu Indebtedness), to the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture.
The Issuers shall commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceeds $15.0 million by mailing the notice required pursuant to the terms of Section 4.06(f), with a
copy to the Trustee. To the extent that the aggregate amount of Securities (and such Pari Passu Indebtedness) tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuers may use any remaining Excess Proceeds for general
corporate purposes. If the aggregate principal amount of Securities (and such Pari Passu Indebtedness) surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Securities to be purchased in the manner
described in Section 4.06(e). Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. The Company and its Restricted Subsidiaries may make an Asset Sale Offer under this Section 4.06 using Net
Proceeds prior to the time any such Net Proceeds become Excess Proceeds, in which case such Net Proceeds shall be deemed to have been applied within the time frame required by this Section 4.06. 

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

(d) Not later than the date upon which written notice of an Asset Sale Offer is delivered to the Trustee as provided above, the Company
shall deliver to the Trustee an Officers’ Certificate as to (i) the amount of the Excess Proceeds, (ii) the allocation of the Net Proceeds from the Asset Sales pursuant to which such Asset Sale Offer is being made and (iii) the
compliance of such allocation with the provisions of Section 4.06(b). On such date, the Company shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if the Company or a Wholly Owned Restricted Subsidiary is acting as the
Paying Agent, segregate and hold in trust) an amount equal to the Excess Proceeds to be invested in Cash Equivalents, as directed in writing by the Company, and to be held for payment in accordance with the provisions of this Section 4.06. Upon
the expiration of the period for which the Asset Sale Offer remains open (the “Offer Period”), the Company shall deliver to the Trustee for cancellation the Securities or portions thereof that have been properly tendered to and are to be
accepted by the Company. The Trustee (or the Paying Agent, if not the Trustee) shall, on the date of purchase, mail or deliver payment to each tendering Holder in the amount of the purchase price. In the event that the Excess Proceeds delivered by
the Company to the Trustee are greater than the 

  
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purchase price of the Securities tendered, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with
Section 4.06. 
 (e) Holders electing to have a Security purchased shall be required to surrender the Security, with an
appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the purchase date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later
than one Business Day prior to the Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered by the Holder for purchase and a statement that such
Holder is withdrawing his election to have such Security purchased. If at the end of the Offer Period more Securities (and such Pari Passu Indebtedness) are tendered pursuant to an Asset Sale Offer than the Issuers are required to purchase,
selection of such Securities for purchase shall be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which such Securities are listed, or if such Securities are not so listed, on a pro
rata basis, by lot or by such other method as the Trustee shall deem fair and appropriate (and in such manner as complies with applicable legal requirements and the requirements of the Depository, if applicable); provided that no Securities
of $2,000 or less shall be purchased in part. Selection of such Pari Passu Indebtedness shall be made pursuant to the terms of such Pari Passu Indebtedness. 
 (f) Notices of an Asset Sale Offer shall be mailed by first class mail, postage prepaid, at least 30 but not more than 60 days before the purchase date to each Holder of Securities at such Holder’s
registered address. If any Security is to be purchased in part only, any notice of purchase that relates to such Security shall state the portion of the principal amount thereof that has been or is to be purchased. 

Section 4.07 Transactions with Affiliates. (a) The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, 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 or series of
transactions, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Company (each of the foregoing, an “Affiliate Transaction”) involving aggregate consideration in excess of $10.0
million, unless: 
 (i) such Affiliate Transaction is on terms that are not materially less favorable to the
Company or the relevant Restricted Subsidiary than those that could have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person; and 

(ii) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate
consideration in excess of $20.0 million, the Company delivers to the Trustee a resolution adopted in good faith by the majority of the Board of Directors of the Company, approving such Affiliate Transaction and set forth in an Officers’
Certificate certifying that such Affiliate Transaction complies with clause (i) above. 

  
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 (b) The provisions of Section 4.07(a) shall not apply to the following: 

(i) (A) transactions between or among the Company and/or any of its Restricted Subsidiaries and (B) any merger of the
Company and any direct parent of the Company; provided that such parent shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Company and such merger is otherwise in
compliance with the terms of this Indenture and effected for a bona fide business purpose; 
 (ii) Restricted
Payments permitted by Section 4.04 and Permitted Investments; 
 (iii)(x) the entering into of any agreement
(and any amendment or modification of any such agreement) to pay, and the payment of, annual management, consulting, monitoring and advisory fees to the Sponsors in an aggregate amount in any fiscal year not to exceed the greater of (A) $2.5
million and (B) 2.0% of Adjusted EBITDA of the Company and its Restricted Subsidiaries for the immediately preceding fiscal year, and expense reimbursement; provided, however, that any payment not made in any fiscal year may be carried
forward and paid in the following two fiscal years and (y) the payment of the present value of all amounts payable pursuant to any agreement described in clause (iii)(x) of Section 4.07(b) in connection with the termination of such
agreement; 
 (iv) the payment of reasonable and customary fees and reimbursement of expenses paid to, and
indemnity provided on behalf of, officers, directors, employees or consultants of the Company or any Restricted Subsidiary or any direct or indirect parent of the Company; 

(v) payments by the Company or any of its Restricted Subsidiaries to the Sponsors made for any financial advisory,
financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures, which payments are (x) made pursuant to the agreements with the
Sponsors described in the Issuers’ offering circular dated May 28, 2009 or (y) approved by a majority of the Board of Directors of the Company in good faith; 

(vi) transactions in which the Company or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee
a letter from an Independent Financial Advisor stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (i) of Section 4.07(a); 

(vii) payments or loans (or cancellation of loans) to employees or consultants which are approved by a majority of the
Board of Directors of the Company in good faith; 

  
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 (viii) any agreement as in effect as of the Issue Date or any amendment
thereto (so long as any such agreement together with all amendments thereto, taken as a whole, is not more disadvantageous to the Holders of the Securities in any material respect than the original agreement as in effect on the Issue Date) or any
transaction contemplated thereby as determined in good faith by senior management or the Board of Directors of the Company; 
 (ix) the existence of, or the performance by the Company or any of its Restricted Subsidiaries of its obligations under the terms of the Acquisition Documents or 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 amendment thereto or similar agreements which it may enter into thereafter; provided, however, that the existence
of, or the performance by the Company or any of its Restricted Subsidiaries of its obligations under, any future amendment to any such existing agreement or under any similar agreement entered into after the Issue Date shall only be permitted by
this clause (ix) to the extent that the terms of any such existing agreement together with all amendments thereto, taken as a whole, or new agreement are not otherwise more disadvantageous to the Holders of the Securities in any material
respect than the original agreement as in effect on the Issue Date; 
 (x) the execution of the Transactions and
the payment of all fees and expenses related to the Transactions, including fees to the Sponsors, which are described in the Offering Memoranda (or in the documents incorporated by reference into the Offering Memoranda) or contemplated by the
Acquisition Documents; 
 (xi)(A) transactions with customers, clients, suppliers or purchasers or sellers of
goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture, which are fair to the Company and its Restricted Subsidiaries in the reasonable determination of the Board of Directors
or the senior management of the Company, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party or (B) transactions with joint ventures or Unrestricted Subsidiaries entered into in
the ordinary course of business; 
 (xii) any transaction effected as part of a Qualified Receivables Financing;

 (xiii) the issuance of Equity Interests (other than Disqualified Stock) of the Company to any Person;

 (xiv) the issuances of securities or other payments, awards or grants in cash, securities or otherwise
pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by the Board of Directors of the Company or any direct or indirect parent of the Company or of a Restricted
Subsidiary of the Company, as appropriate, in good faith; 

  
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 (xv) the entering into of any tax sharing agreement or arrangement and any
payments permitted by Section 4.04(b)(xii); 
 (xvi) any contribution to the capital of the Company;

 (xvii) transactions permitted by, and complying with, Section 5.01; 

(xviii) transactions between the Company or any of its Restricted Subsidiaries and any Person, a director of which is also
a director of the Company or any direct or indirect parent of the Company; provided, however, that such director abstains from voting as a director of the Company or such direct or indirect parent, as the case may be, on any matter
involving such other Person; 
 (xix) pledges of Equity Interests of Unrestricted Subsidiaries; 

(xx) any employment agreements entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of
business; and 
 (xxi) intercompany transactions undertaken in good faith (as certified by a responsible
financial or accounting officer of the Company in an Officers’ Certificate) for the purpose of improving the consolidated tax efficiency of the Company and its Subsidiaries and not for the purpose of circumventing any covenant set forth in this
Indenture. 
 Section 4.08 Change of Control. (a) Upon a Change of Control, each Holder shall have the right to
require the Issuers to repurchase all or any part of such Holder’s Securities at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase (subject to the right
of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date), in accordance with the terms contemplated in this Section 4.08; provided, however, that notwithstanding the
occurrence of a Change of Control, the Issuers shall not be obligated to purchase any Securities pursuant to this Section 4.08 in the event that they have exercised their right to redeem such Securities in accordance with Article 3 of this
Indenture. 
 (b) Within 30 days following any Change of Control, except to the extent that the Issuers have exercised their
right to redeem the Securities in accordance with Article 3 of this Indenture, the Company shall mail a notice (a “Change of Control Offer”) to each Holder with a copy to the Trustee stating: 

(i) that a Change of Control has occurred and that such Holder has the right to require the Issuers to repurchase such
Holder’s Securities at a repurchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the date of repurchase (subject to the right of the Holders of record on the
relevant record date to receive interest on the relevant interest payment date); 

  
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 (ii) the circumstances and relevant facts and financial information
regarding such Change of Control; 
 (iii) the repurchase date (which shall be no earlier than 30 days nor later
than 60 days from the date such notice is mailed); and 
 (iv) the instructions determined by the Issuers,
consistent with this Section 4.08, that a Holder must follow in order to have its Securities purchased. 
 (c) Holders
electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the purchase date. The Holders
shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the purchase date a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal
amount of the Security which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Security purchased. Holders whose Securities are purchased only in part shall be issued new Securities
equal in principal amount to the unpurchased portion of the Securities surrendered. 
 (d) On the purchase date, all Securities
purchased by the Company under this Section shall be delivered to the Trustee for cancellation, and the Company shall pay the purchase price plus accrued and unpaid interest to the Holders entitled thereto. 

(e) A Change of Control Offer may be made in advance of a Change of Control, and conditioned 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. 
 (f) Notwithstanding the
foregoing provisions of this Section, the Issuers shall not be required to make a Change of Control Offer upon 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 4.08 applicable to a Change of Control Offer made by the Issuers and purchases all Securities validly tendered and not withdrawn under such Change of Control Offer. 

(g) Securities repurchased by the Issuers pursuant to a Change of Control Offer will have the status of Securities issued but not
outstanding or will be retired and canceled at the option of the Issuers. Securities purchased by a third party pursuant to the preceding clause (f) will have the status of Securities issued and outstanding. 

(h) At the time the Company delivers Securities to the Trustee which are to be accepted for purchase, the Company shall also deliver an
Officers’ Certificate stating that such Securities are to be accepted by the Company pursuant to and in accordance with the terms of this Section 4.08. A Security shall be deemed to have been accepted for purchase at the time the Trustee,
directly or through an agent, mails or delivers payment therefor to the surrendering Holder. 

  
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 (i) Prior to any Change of Control Offer, the Company shall deliver to the Trustee an
Officers’ Certificate stating that all conditions precedent contained herein to the right of the Company to make such offer have been complied with. 
 (j) The Issuers shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of
Securities pursuant to this Section. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.08, the Issuers shall comply with the applicable securities laws and regulations and shall
not be deemed to have breached their obligations under this Section by virtue thereof. 
 Section 4.09 Compliance
Certificate. The Company shall deliver to the Trustee within 120 days after the end of each fiscal year of the Company, beginning with the fiscal year ending on December 31, 2012, an Officers’ Certificate stating that in the course of
the performance by the signers of their duties as Officers of the Company they would normally have knowledge of any Default and whether or not the signers know of any Default that occurred during such period. If they do, the certificate shall
describe the Default, its status and what action the Company is taking or proposes to take with respect thereto. The Company also shall comply with Section 314(a)(4) of the TIA. 

Section 4.10 Further Instruments and Acts. Upon request of the Trustee, the Company shall execute and deliver such further
instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture. 
 Section 4.11 Future Guarantors. The Company shall cause each Restricted Subsidiary that is a wholly-owned Domestic Subsidiary and that guarantees Indebtedness of the Company or any of the
Guarantors (unless such Subsidiary is Finance Co. or a Receivables Subsidiary) to execute and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit D pursuant to which such Subsidiary shall guarantee
payment of the Securities. 
 Section 4.12 Liens. The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, Incur or suffer to exist (i) any Lien on any asset or property of the Company or such Restricted Subsidiary securing Indebtedness (other than Permitted Liens) unless the Securities are equally
and ratably secured with (or on a senior basis to, in the case of obligations subordinated in right of payment to the Securities) the Indebtedness so secured until such time as such Indebtedness is no longer secured by such Lien other than a
Permitted Lien or (ii) any Lien securing any First-Priority Lien Obligation of any Issuer or any Guarantor without effectively providing that the Securities or the applicable Note Guarantee, as the case may be, shall be granted, on a basis no
less favorable to the Holders of the Securities than as provided for in the Security Documents, the Secured Notes Intercreditor Agreement or the Junior Lien Intercreditor Agreement, a junior priority security interest (subject to Permitted Liens)
upon the 

  
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assets or property constituting the collateral for such First-Priority Lien Obligations, except for Excluded Property or (iii) any Lien securing any ABL Obligation of any Issuer or any
Guarantor without effectively providing that the Securities or the applicable Note Guarantee, as the case may be, shall be granted, on a basis no less favorable to the Holders of the Securities than as provided for in the Security Documents, the
Secured Notes Intercreditor Agreement or the Junior Lien Intercreditor Agreement, a junior priority security interest (subject to Permitted Liens) upon the assets or property constituting the collateral for such ABL Obligations, except for Excluded
Property; provided, however, that (A) if granting any of the foregoing security interests requires the consent of a third party, the Company will use commercially reasonable efforts to obtain such consent with respect to such
security interests for the benefit of the Trustee on behalf of the Holders of the Securities; provided, further, however, that if such third party does not consent to the granting of such security interests after the use of
commercially reasonable efforts, the Issuers and the Guarantors will not be required to provide such security interests and (B) the foregoing clause (ii) or (iii) shall not apply in the case of any Lien on securities of any Affiliate
of the Company, which will not be pledged to secure the Securities and the Note Guarantees. Clause (i) of the first sentence of this paragraph will not require the Company or any Restricted Subsidiary to secure the Securities if the relevant
Lien consists of a Permitted Lien. Any Lien which is granted to secure the Securities or such Note Guarantee under clause (i) of the first sentence of this Section 4.12 (unless also granted pursuant to clause (ii) of the first
sentence of this Section 4.12) shall be automatically released and discharged at the same time as the release of the Lien that gave rise to the obligation to secure the Securities or such Note Guarantee under such clause (i). 

For purposes of determining compliance with this Section 4.12, (a) a Lien securing an item of Indebtedness need not be
permitted solely by reference to one category (or portion thereof) of Permitted Liens described in clauses (1) through (28) of the definition of “Permitted Liens” or pursuant to any portion of the first paragraph of this
Section 4.12 but may be permitted in part under any combination thereof and (b) in the event that a Lien securing an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) meets the criteria of one or more of
the categories of Permitted Liens described in clauses (1) through (28) of the definition of “Permitted Liens” or any portion of the first paragraph of this Section 4.12, the Company shall, in its sole discretion, divide,
classify or reclassify, or later divide, classify or reclassify, such Lien securing such item of Indebtedness (or any portion thereof) in any manner that complies (based on circumstances existing at the time of such division, classification or
reclassification) with this Section 4.12 and will only be required to include the amount and type of such Lien or such item of Indebtedness secured by such Lien in one of the clauses of the definition of “Permitted Liens” and such
Lien securing such item of Indebtedness will be treated as being Incurred or existing pursuant to only one of such clauses (or portion thereof) or pursuant to any portion of the first paragraph of this Section 4.12. 

With respect to any Lien securing Indebtedness that was permitted to secure such Indebtedness at the time of the Incurrence of such
Indebtedness, such Lien shall also be permitted to secure any Increased Amount of such Indebtedness. 
 Section 4.13
[Reserved]. 

  
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 Section 4.14 Maintenance of Office or Agency. (a) The Issuers shall
maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee or Registrar) where Securities may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Issuers in
respect of the Securities and this Indenture may be served. The Issuers shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any
such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the corporate trust office of the Trustee as set forth in Section 13.02.

 (b) The Issuers may also from time to time designate one or more other offices or agencies where the Securities may be
presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Issuers of their obligation to
maintain an office or agency for such purposes. The Issuers shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. 

(c) The Issuers hereby designate the corporate trust office of the Trustee or its Agent as such office or agency of the Issuers in
accordance with Section 2.04. 
 Section 4.15 Limitation on Business Activities of Finance Co. Finance Co.
shall not own any material assets or other property, other than Indebtedness or other obligations owing to Finance Co. by the Company and its Restricted Subsidiaries and Cash Equivalents, or engage in any trade or conduct any business other than
treasury, cash management, hedging and cash pooling activities and activities incidental thereto. Finance Co. shall not Incur any material liabilities or obligations other than the Note Obligations, the Obligations under the Credit Agreements, the
Second-Lien Notes Obligations, the Obligations under the Senior Subordinated Notes and other Indebtedness permitted to be Incurred by Finance Co. under Section 4.03 and liabilities and obligations pursuant to business activities permitted by
this Section 4.15. Finance Co. shall be a Wholly Owned Subsidiary of the Company at all times. 
 Section 4.16
Further Assurances; Collateral Inspections and Reports; Costs and Indemnification. (a) If any Issuer or any of the Guarantors at any time acquires First Priority After-Acquired Property, the Company will, or will cause Finance Co. or
such Guarantor to, concurrently: 
 (1) grant a Lien (subject to Permitted Liens, including First-Priority Liens)
on such property to the Collateral Agent for the benefit of the Holders of the Note Obligations and Other Pari Passu Obligations which Lien shall rank junior to the First-Priority Liens and senior to the Second-Priority Liens on terms no less
favorable to the Holders of the Securities than as provided for in the Security Documents, the Secured Notes Intercreditor Agreement or the Junior Lien Intercreditor Agreement, as applicable (and, to the extent such grant would require the execution
and delivery of a Security Document, the Company or such Guarantor shall execute and deliver a Security Document on substantially the same terms as the agreement or instrument executed and 

  
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delivered to secure the First-Priority Lien Obligations and/or the ABL Obligations, with such changes as may be necessary or advisable to reflect the relative priority of the Liens securing the
Note Obligations and Other Pari Passu Obligations and in a manner consistent with the changes in the Security Documents executed on the Issue Date compared to the similar agreements securing the First-Priority Lien Obligations and the ABL
Obligations); and 
 (2) cause the Lien granted in such Security Document to be duly perfected in any manner
permitted by law to the same extent as the First-Priority Liens are perfected (but junior to such First-Priority Liens pursuant to the Secured Notes Intercreditor Agreement). 
 If granting a security interest in such property requires the consent of a third party, the Company will use commercially reasonable efforts to obtain such consent with respect to the Liens securing the
Note Obligations for the benefit of the Collateral Agent on behalf of the Holders. If such third party does not consent to the granting of such Liens after the use of such commercially reasonable efforts, the applicable entity will not be required
to provide such security interest. 
 If the Company or such Guarantor delivers an Opinion of Counsel to the holders of
First-Priority Lien Obligations and ABL Obligations in respect of the validity or perfection of any Lien grant referred to in this clause (a), the Company or such Guarantor shall also deliver an Opinion of Counsel with respect to such matters to the
Trustee and Collateral Agent. 
 (b) Notwithstanding anything to the contrary set forth in clause (a) or elsewhere in this
Indenture or any Security Document, no Liens on securities of any Affiliate of the Company shall be granted to secure the Note Obligations. 
 (c) Upon request of the Collateral Agent at any time after an Event of Default has occurred and is continuing, the Company will, and will cause its Restricted Subsidiaries to, (i) permit the
Collateral Agent or any advisor, auditor, consultant, attorney or representative acting for the Collateral Agent, upon reasonable notice to the Company and during normal business hours, to visit and inspect any of the property of the Company and its
Restricted Subsidiaries, to review, make extracts from and copy the books and records of the Company and its Restricted Subsidiaries relating to any such property, and to discuss any matter pertaining to any such property with the officers and
employees of the Company and its Restricted Subsidiaries, and (ii) deliver to the Collateral Agent such reports, including valuations, relating to any such property or any Lien thereon as the Collateral Agent may reasonably request. 

(d) The Issuers will bear and pay all reasonable legal expenses, collateral audit and valuation costs, filing fees, insurance premiums
and other reasonable costs associated with the performance of the obligations of the Issuers and the Restricted Subsidiaries of the Company set forth in this Section 4.16 and also will pay, or promptly reimburse the Trustee and Collateral Agent
for, all costs and expenses incurred by the Trustee or Collateral Agent in connection therewith, including all reasonable fees and charges of any advisors, auditors, consultants, attorneys or representatives acting for the Trustee or for the
Collateral Agent. 

  
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 (e) On the Issue Date, the Issuers and the Guarantors shall execute the Security Agreement,
the Secured Notes Intercreditor Agreement and a joinder to the Junior Lien Intercreditor Agreement in order to provide a perfected lien, junior to the First-Priority Liens and senior to the Second-Priority Liens, on all assets pledged to secure the
First-Priority Lien Obligations and the ABL Obligations, other than Excluded Property and except as set forth in this Section 4.16. 
 (f) The Issuers and Guarantors shall use commercially reasonable efforts to complete the following within 90 days following the Issue Date, (i) execute mortgages (and any related Security Documents)
in form substantially similar to those granted to the holders of Existing Floating Rate Second-Lien Notes, with appropriate modifications (the “Mortgages”) for each parcel of Real Property held by the Issuers or any of the Guarantors to
the extent that such assets are subject to Mortgages that secure the First-Priority Lien Obligations and the ABL Obligations (each, a “Mortgaged Property”), such Mortgages to be in form suitable for recording or filing, (ii) cause
each Mortgage to be recorded or filed in such manner and such place as is required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent granted pursuant to the Mortgages and shall pay in full all taxes, fees
and other charges payable in connection therewith, (iii) provide Opinions of Counsel, delivered to the Collateral Agent, addressing customary matters (and containing customary exceptions, (iv) deliver confirmatory subordinations executed
by the trustee for the Existing Fixed Rate Second-Lien Notes and to the extent not exchanged, the Existing Floating Rate Second-Lien Notes and (v) provide a policy or policies paid for by the Company insuring the Lien of each Mortgage as a
valid Lien on the Mortgaged Property described therein, free of any Liens other than Liens permitted hereunder. 

Section 4.17 Suspension of Certain Covenants. (a) If on any date following the Issue Date: 

(i) the Securities have Investment Grade Ratings from both Rating Agencies; and 

(ii) no Default has occurred and is continuing under this Indenture 
 then, beginning on that day and continuing at all times thereafter (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a
“Covenant Suspension Event”) until the Reversion Date, if any, the covenants in Sections 4.03, 4.04, 4.05, 4.06, 4.07 and 5.01(a)(iv) (collectively, the “Suspended Covenants”) will not be applicable to the Securities. The period
of time between the Covenant Suspension Event and the Reversion Date (as defined below) is referred to as the “Suspension Period.” During the Suspension Period, the Liens securing the Note Obligations will permanently terminate (and the
Issuers or the relevant Subsidiary will not be required to reinstate such Liens even if a Reversion Date occurs). 
 (b) In the
event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of
the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Securities below an Investment Grade Rating, then the Company and its Restricted Subsidiaries will thereafter again be subject to the Suspended
Covenants under this Indenture with respect to future events. 

  
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 (c) On each Reversion Date, all Indebtedness Incurred, or Disqualified Stock or Preferred
Stock issued, during the Suspension Period will be classified as having been Incurred or issued pursuant to Section 4.03(a) or one of the clauses set forth in Section 4.03(b) (to the extent such Indebtedness or Disqualified Stock or
Preferred Stock would be permitted to be Incurred or issued thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such
Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be Incurred or issued pursuant to Sections 4.03(a) or 4.03(b), such Indebtedness or Disqualified Stock or Preferred Stock will be deemed to have been outstanding on
the Issue Date, so that it is classified as permitted under Section 4.03(b)(iii). Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 4.04 will be made as though
Section 4.04 had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under
Section 4.04(a). No Default or Event of Default will be deemed to have occurred on the Reversion Date as a result of any actions taken by the Company or its Restricted Subsidiaries during the Suspension Period. 

(d) For purposes of Section 4.06, on the Reversion Date, the unutilized Excess Proceeds amount will be reset to zero. 

ARTICLE 5 

SUCCESSOR COMPANY 
 Section 5.01 When Company May Merge or Transfer Assets. (a) The Company shall not, directly or indirectly, consolidate, amalgamate or merge with or into or wind up or convert into
(whether or not the Company is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to any Person unless: 

(i) the Company is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation, merger,
winding up or conversion (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation, partnership or limited liability company organized or existing under the
laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Company or such Person, as the case may be, being herein called the “Successor Company”); 

(ii) the Successor Company (if other than the Company) expressly assumes all the obligations of the Company under this
Indenture, the Securities and the Security Documents pursuant to supplemental indentures; 

  
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 (iii) immediately after giving effect to such transaction (and treating any
Indebtedness which becomes an obligation of the Company (including any Successor Company thereto) or any of its Restricted Subsidiaries as a result of such transaction as having been Incurred by the Company or such Restricted Subsidiary at the time
of such transaction) no Default or Event of Default shall have occurred and be continuing; 
 (iv) immediately
after giving pro forma effect to such transaction, as if such transaction had occurred at the beginning of the applicable four-quarter period (and treating any Indebtedness which becomes an obligation of the Company (including any Successor Company
thereto) or any of its Restricted Subsidiaries as a result of such transaction as having been Incurred by the Company or such Restricted Subsidiary at the time of such transaction), either 

(A) the Successor Company would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Fixed
Charge Coverage Ratio test set forth in Section 4.03(a); or 
 (B) the Fixed Charge Coverage Ratio for the
Company (including any Successor Company thereto) and its Restricted Subsidiaries would be greater than such ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction; 

(v) each Guarantor, unless it is the other party to the transactions described above, shall have by supplemental indenture
confirmed that its Note Guarantee shall apply to such Person’s obligations under this Indenture, the Securities and the Security Documents; and 
 (vi) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures (if
any) comply with this Indenture. 
 The Successor Company (if other than the Company) shall succeed to, and be substituted for,
the Company under this Indenture and the Securities, and in such event the Company will automatically be released and discharged from its obligations under this Indenture and the Securities. Notwithstanding the foregoing clauses (iii) and
(iv) of this Section 5.01, (a) any Restricted Subsidiary may merge, consolidate or amalgamate with or transfer all or part of its properties and assets to the Company or to another Restricted Subsidiary, and (b) the Company may
merge, consolidate or amalgamate with an Affiliate incorporated solely for the purpose of reincorporating the Company in another state of the United States, the District of Columbia or any territory of the United States, so long as the amount of
Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby. This Article 5 will not apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and its Restricted
Subsidiaries. 

  
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 (b) Finance Co. may not, directly or indirectly, consolidate, amalgamate or merge with or
into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person, unless: 

(i) Finance Co. is the surviving person or the Person formed by or surviving any such consolidation, amalgamation, merger,
winding up or conversion (if other than Finance Co.) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation organized or existing under the laws of the United States, any state
thereof, the District of Columbia, or any territory thereof (Finance Co. or such Person, as the case may be, being herein called a “Successor Co-Issuer”); 

(ii) the Successor Co-Issuer (if other than Finance Co.) expressly assumes all the obligations of Finance Co. under this
Indenture, the Securities and the Security Documents pursuant to supplemental indentures; 
 (iii) immediately
after such transaction, no Default or Event of Default will have occurred and be continuing; and 
 (iv) the
Successor Co-Issuer (if other than Finance Co.) shall have delivered or caused to be delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such
supplemental indenture (if any) comply with this Indenture. 
 (c) Subject to the provisions of Section 12.02(b) (which
govern the release of a Note Guarantee upon the sale or disposition of a Restricted Subsidiary of the Company that is a Guarantor), no Guarantor shall, and the Company shall not permit any Guarantor to, consolidate, amalgamate or merge with or into
or wind up into (whether or not such Guarantor is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person unless:

 (i) either (A) such Guarantor, as the case may be, is the surviving Person or the Person formed by or
surviving any such consolidation, amalgamation or merger (if other than such Guarantor, as the case may be) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation, partnership or
limited liability company organized or existing under 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
Guarantor,” in the case of a consolidation, amalgamation, merger, winding up or sale, assignment, transfer, lease, conveyance or other disposal of all or substantially all of the properties or assets of a Guarantor) and the Successor Guarantor
(if other than such Guarantor) expressly assumes all the obligations of such Guarantor under this Indenture, the Security Documents and, if applicable, such Guarantors’ Note Guarantee pursuant to a supplemental indenture, or (B) such sale
or disposition or consolidation, amalgamation or merger is not in violation of Section 4.06; and 

  
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 (ii) the Successor Guarantor (if other than such Guarantor) shall have
delivered or caused to be delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (if any) comply with this Indenture.

 Except as otherwise provided in this Indenture, the Successor Guarantor (if other than such Guarantor) will succeed to, and
be substituted for, such Guarantor, under this Indenture and, such Guarantor’s Note Guarantee, and such Guarantor, will automatically be released and discharged from its obligations under this Indenture and, such Guarantor’s Note
Guarantee. Notwithstanding the foregoing, (1) a Guarantor may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating such Guarantor in another state of the United States, the District of
Columbia or any territory of the United States or may convert into a limited liability company so long as the amount of Indebtedness of the Guarantor is not increased thereby and (2) a Guarantor may merge, amalgamate or consolidate with another
Guarantor or an Issuer. 
 In addition, notwithstanding the foregoing, any Guarantor may consolidate, amalgamate or merge with
or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets (collectively, a “Transfer”) to, any Restricted Subsidiary of the Company that is not Finance
Co. or a Guarantor; provided that at the time of each such Transfer the aggregate amount of all such Transfers since the Issue Date shall not exceed 5.0% of the consolidated assets of the Company, Finance Co. and the Guarantors as shown on
the most recent available balance sheet of the Company and the Restricted Subsidiaries after giving effect to each such Transfer and including all Transfers occurring from and after the Issue Date. 

ARTICLE 6 

DEFAULTS AND REMEDIES 
 Section 6.01 Events of Default. An “Event of Default” occurs if: 
 (a) the Issuers default in any payment of interest (including any Additional Interest) on any Security when the same becomes due and payable and such default continues for a period of 30 days, 

(b) the Issuers default in the payment of principal or premium, if any, of any Security when due at its Stated Maturity,
upon optional redemption, upon required repurchase, upon declaration or otherwise, 
 (c) either of the Issuers
or any of the Restricted Subsidiaries of the Company fails to comply with its obligations under Section 5.01, 
 (d) either of the Issuers or any of the Restricted Subsidiaries of the Company fails to comply with any of its agreements in the Securities or this Indenture (other than those referred to in clause (a),
(b) or (c) above) and such failure continues for 60 days after the notice specified below, 

  
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 (e) either of the Issuers or any Significant Subsidiary fails to pay any
Indebtedness (other than Indebtedness owing to either of the Issuers or a Restricted Subsidiary of the Company) within any applicable grace period after final maturity or the acceleration of any such Indebtedness by the holders thereof because of a
default, in each case, if the total amount of such Indebtedness unpaid or accelerated exceeds $20 million or its foreign currency equivalent, 
 (f) either of the Issuers or any Significant Subsidiary of the Company pursuant to or within the meaning of any Bankruptcy Law: 

(i) commences a voluntary case; 
 (ii) consents to the entry of an order for relief against it in an involuntary case; 
 (iii) consents to the appointment of a Custodian of it or for any substantial part of its property; or 
 (iv) makes a general assignment for the benefit of its creditors or takes any comparable action under any foreign laws relating to insolvency, 

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

(i) is for relief against either of the Issuers or any Significant Subsidiary of the Company in an involuntary case;

 (ii) appoints a Custodian of either of the Issuers or any Significant Subsidiary of the Company or for any
substantial part of its property; or 
 (iii) orders the winding up or liquidation of either of the Issuers or
any Significant Subsidiary of the Company; 
 or any similar relief is granted under any foreign laws and the order or decree
remains unstayed and in effect for 60 days, 
 (h) either of the Issuers or any Significant Subsidiary fails to
pay final judgments aggregating in excess of $20.0 million or its foreign currency equivalent (net of any amounts which are covered by enforceable insurance policies issued by solvent carriers), which judgments are not discharged, waived or stayed
for a period of 60 days following the entry thereof, 
 (i) any Note Guarantee of a Significant Subsidiary ceases
to be in full force and effect (except as contemplated by the terms thereof) or any Guarantor denies or disaffirms its obligations under this Indenture or any Note Guarantee and such Default continues for 10 days after the notice specified below,


  
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 (j) unless all of the Collateral has been released from the Liens in
accordance with the provisions of the Security Documents, any Issuer shall assert or any Guarantor shall assert, in any pleading in any court of competent jurisdiction, that any such security interest is invalid or unenforceable and, in the case of
any such Person that is a Subsidiary of the Company, the Company fails to cause such Subsidiary to rescind such assertions within 30 days after the Company has actual knowledge of such assertions, or 

(k) the failure by any Issuer or any Guarantor to comply for 60 days after notice with its other agreements contained in
the Security Documents except for a failure that would not be material to the holders of the Securities and would not materially affect the value of the Collateral taken as a whole (together with the defaults described in clauses (i) and
(j) the “security default provisions”). 
 The foregoing shall constitute Events of Default whatever the reason
for any such Event of Default and whether it is voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body.

 The term “Bankruptcy Law” means Title 11, United States Code, or any similar Federal or state law for the relief of
debtors. The term “Custodian” means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law. 
 A Default under clause (d) or (k) above shall not constitute an Event of Default until the Trustee notifies the Issuers, or the Holders of at least 25% in principal amount of the outstanding
Securities notify the Issuers and the Trustee of the Default and the Issuers do not cure such Default within the time specified in clause (d) and (k) above after receipt of such notice. Such notice must specify the Default, demand that it
be remedied and state that such notice is a “Notice of Default.” The Company shall deliver to the Trustee, within thirty (30) days after the occurrence thereof, written notice in the form of an Officers’ Certificate of any event
which is, or with the giving of notice or the lapse of time or both would become, an Event of Default, its status and what action the Issuers are taking or propose to take with respect thereto. 

Section 6.02 Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f) or
(g) with respect to either of the Issuers or a Significant Subsidiary) occurs and is continuing, the Trustee or Holders of at least 25% in principal amount of outstanding Securities, by notice to the Issuers and a copy to the Trustee may
declare that the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be due and payable. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified
in Section 6.01(f) or (g) with respect to either of the Issuers or a Significant Subsidiary occurs, the principal of, premium, if any, and interest on all the Securities shall ipso facto become and be immediately due and payable without
any declaration or other act on the 

  
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part of the Trustee or any Holders. The Holders of a majority in principal amount of the Securities, by notice to the Trustee, may rescind an acceleration and its consequences if the rescission
would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of acceleration. No such rescission shall affect any
subsequent Default or impair any right consequent thereto. 
 In the event of any Event of Default specified in
Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of the
Securities, if within 20 days after such Event of Default arose the Company delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or
(y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being
understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such events. 

Section 6.03 Other Remedies. If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy at
law or in equity to collect the payment of principal of or interest on the Securities or to enforce the performance of any provision of the Securities or this Indenture. 
 The Trustee may maintain a proceeding even if it does not possess any of the Securities or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder 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. No remedy is exclusive of any other remedy. To the extent required by law, all available
remedies are cumulative. 
 Section 6.04 Waiver of Past Defaults. Provided the Securities are not then due and
payable by reason of a declaration of acceleration, the Holders of a majority in principal amount of the Securities by written notice to the Trustee may waive an existing Default and its consequences except (a) a Default in the payment of the
principal of or interest on a Security, (b) a Default arising from the failure to redeem or purchase any Security when required pursuant to the terms of this Indenture or (c) a Default in respect of a provision that under Section 9.02
cannot be amended without the consent of each Holder affected. When a Default is waived, it is deemed cured and the Issuers, the Trustee and the Holders will be restored to their former positions and rights under this Indenture, but no such waiver
shall extend to any subsequent or other Default or impair any consequent right. 
 Section 6.05 Control by Majority.
The Holders of a majority in principal amount of the Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or 

  
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of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that
the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is
not inconsistent with such direction. Prior to taking any action under this Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such
action. 
 Section 6.06 Limitation on Suits. (a) Except to enforce the right to receive payment of principal,
premium (if any) or interest when due, no Holder may pursue any remedy with respect to this Indenture or the Securities unless: 
 (i) the Holder gives to the Trustee written notice stating that an Event of Default is continuing; 
 (ii) the Holders of at least 25% in principal amount of the Securities make a written request to the Trustee to pursue the remedy; 

(iii) such Holder or Holders offer to the Trustee security or indemnity satisfactory to it against any loss, liability or
expense; 
 (iv) the Trustee does not comply with the request within 60 days after receipt of the request and the
offer of security or indemnity; and 
 (v) the Holders of a majority in principal amount of the Securities do not
give the Trustee a direction inconsistent with the request during such 60-day period. 
 (b) A Holder may not use this Indenture
to prejudice the rights of another Holder or to obtain a preference or priority over another Holder. 
 Section 6.07
Rights of the Holders to Receive Payment. Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of principal of and interest on the Securities held by such Holder, on or after the respective due
dates expressed or provided for in the Securities, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder. 

Section 6.08 Collection Suit by Trustee. If an Event of Default specified in Section 6.01(a) or (b) occurs and is
continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Issuers or any other obligor on the Securities for the whole amount then due and owing (together with interest on overdue principal and (to
the extent lawful) on any unpaid interest at the rate provided for in the Securities) and the amounts provided for in Section 7.07. 

  
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 Section 6.09 Trustee May File Proofs of Claim. The Trustee may 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 compensation, expenses disbursements and advances of the Trustee (including counsel, accountants, experts or
such other professionals as the Trustee deems necessary, advisable or appropriate)) and the Holders allowed in any judicial proceedings relative to the Issuers or any Guarantor, their creditors or their property, shall be entitled to participate as
a member, voting or otherwise, of any official committee of creditors appointed in such matters and, unless prohibited by law or applicable regulations, may vote on behalf of the Holders in any election of a trustee in bankruptcy or other Person
performing similar functions, and any Custodian in any such judicial proceeding is hereby authorized by each Holder to make 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 it for the compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under Section 7.07. 

Section 6.10 Priorities. If the Trustee collects any money or property pursuant to this Article 6 (including upon realization
of any Lien upon the Collateral), it shall pay out the money or property in the following order: 
 FIRST: to the
Trustee for amounts due under Section 7.07; 
 SECOND: to the Holders for amounts due and unpaid on the
Securities for principal, premium, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Securities for principal and interest, respectively; and 

THIRD: to the Company or, to the extent the Trustee collects any amount for any Guarantor, to such Guarantor or to such
party as a court of competent jurisdiction shall direct. 
 The Trustee may fix a record date and payment date for any payment
to the Holders pursuant to this Section. At least 15 days before such record date, the Trustee shall mail to each Holder and the Issuers a notice that states the record date, the payment date and amount to be paid. 

Section 6.11 Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any
suit against the Trustee for any action taken or omitted by it as 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 does not apply to a
suit by the Trustee, a suit by a Holder pursuant to Section 6.07 or a suit by Holders of more than 10% in principal amount of the Securities. 

  
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 Section 6.12 Waiver of Stay or Extension Laws. Neither the Issuers nor any
Guarantor (to the extent it may lawfully do so) shall at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which
may affect the covenants or the performance of this Indenture; and the Issuers and each Guarantor (to the extent that it may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and shall not 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 had been enacted. 
 ARTICLE 7 
 TRUSTEE 

Section 7.01 Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise
the rights and powers vested in it by this Indenture and use the same degree of care and skill in its exercise as a reasonable 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 Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and
no implied covenants or obligations shall be read into this Indenture against the Trustee (it being agreed that the permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty); 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. The Trustee shall be under no duty to make any investigation as to any statement contained in
any such instance, but may accept the same as conclusive evidence of the truth and accuracy of such statement or the correctness of such opinions. However, in the case of certificates or opinions required by any provision hereof to be provided to
it, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. 
 (c) The Trustee may not be relieved from liability 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; 

  
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 (ii) the Trustee shall not be liable for any error of judgment made in good
faith by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; 

(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; and 
 (iv) no provision of this Indenture shall
require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers. 

(d) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this
Section. 
 (e) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in
writing with the Issuers. 
 (f) Money held in trust by the Trustee need not be segregated from other funds except to the extent
required by law. 
 (g) Every provision of this Indenture relating to the conduct or affecting the liability of or affording
protection to the Trustee shall be subject to the provisions of this Section and to the provisions of the TIA. 

Section 7.02 Rights of Trustee. (a) The Trustee may conclusively rely on any document believed by it to be genuine and
to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document. 
 (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take
in good faith in reliance on the Officers’ Certificate or Opinion of Counsel. 
 (c) The Trustee may act through agents and
shall not be responsible for the misconduct or negligence of any agent appointed with due care. 
 (d) The Trustee shall not be
liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the Trustee’s conduct does not constitute willful misconduct or negligence.

 (e) The Trustee may consult with counsel of its own selection and the advice or opinion of counsel with respect to legal
matters relating to this Indenture and the Securities shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or
opinion of such counsel. 

  
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 (f) The Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond, debenture, note or other paper or document unless requested in writing to do so by the Holders of not less than a
majority in principal amount of the Securities at the time outstanding, 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 Issuers, personally or by agent or attorney, at the expense of the Issuers and shall incur no liability of any kind by reason of such inquiry or
investigation. 
 (g) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this
Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might
be incurred by it in compliance with such request or direction. 
 (h) The rights, privileges, protections, immunities and
benefits given to the Trustee, including 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. 

(i) The Trustee shall not be liable for any action taken or omitted by it in good faith at the direction of the Holders of not less than
a majority in principal amount of the Securities as to the time, method and place of conducting any proceedings for any remedy available to the Trustee or the exercising of any power conferred by this Indenture. 

(j) Any action taken, or omitted to be taken, by the Trustee in good faith pursuant to this Indenture upon the request or authority or
consent of any person who, at the time of making such request or giving such authority or consent, is the Holder of any Security shall be conclusive and binding upon future Holders of Securities and upon Securities executed and delivered in exchange
therefor or in place thereof. 
 Section 7.03 Individual Rights of Trustee. The Trustee in its individual or any
other capacity may become the owner or pledgee of Securities and may otherwise deal with the Issuers or their Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent or Registrar may do the same with like rights.
However, the Trustee must comply with Sections 7.10 and 7.11. 
 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, any Note Guarantee or the Securities, it shall not be accountable for the Issuers’ use of the proceeds from the Securities, and it shall
not be responsible for any statement of the Issuers or any Guarantor in this Indenture or in any document issued in connection with the sale of the Securities or in the Securities other than the Trustee’s certificate of authentication. The
Trustee shall not be charged with knowledge of any Default or Event of Default under Sections 6.01(c), (d), (e), (f), (g), (h), (i), (j) or (k) or of the 

  
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identity of any Significant Subsidiary unless either (a) a Trust Officer shall have actual knowledge thereof or (b) the Trustee shall have received written notice thereof in accordance
with Section 13.02 hereof from the Issuers, any Guarantor or any Holder. In accepting the trust hereby created, the Trustee acts solely as Trustee for the Holders of the Securities and not in its individual capacity and all persons, including
without limitation the Holders of Securities and the Issuers having any claim against the Trustee arising from this Indenture shall look only to the funds and accounts held by the Trustee hereunder for payment except as otherwise provided herein.

 Section 7.05 Notice of Defaults. If a Default occurs and is continuing and if it is actually known to the
Trustee, the Trustee must mail to each Holder notice of the Default within the earlier of 90 days after it occurs or 30 days after it is actually known to a Trust Officer or written notice of it is received by the Trustee. Except in the case of a
Default in the payment of principal of, premium (if any) or interest on any Security, the Trustee may withhold the notice if and so long as a committee of its Trust Officers in good faith determines that withholding the notice is in the interests of
the Holders. 
 Section 7.06 Reports by Trustee to the Holders. As promptly as practicable after each May 31
beginning with the May 31 following the date of this Indenture, and in any event prior to August 30 in each year, the Trustee shall mail to each Holder a brief report dated as of such May 31 that complies with Section 313(a) of
the TIA if and to the extent required thereby. The Trustee shall also comply with Section 313(b) of the TIA. 
 A copy of
each report at the time of its mailing to the Holders shall be filed with the SEC and each stock exchange (if any) on which the Securities are listed. The Issuers agree to notify promptly the Trustee whenever the Securities become listed on any
stock exchange and of any delisting thereof. 
 Section 7.07 Compensation and Indemnity. The Issuers shall pay to
the Trustee from time to time compensation for its services. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers shall reimburse the Trustee upon request for all out-of-pocket
expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the compensation and expenses, disbursements and advances of the Trustee’s agents, counsel,
accountants and experts. The Issuers and each Guarantor, jointly and severally shall indemnify the Trustee against any and all loss, liability, claim, damage or expense (including attorneys’ fees and expenses) incurred by or 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 or Note Guarantee against the Issuers or a Guarantor (including this Section 7.07) and
defending itself against or investigating any claim (whether asserted by the Issuers, any Guarantor, any Holder or any other Person). The obligation to pay such amounts shall survive the payment in full or defeasance of


  
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the Securities or the removal or resignation of the Trustee. The Trustee shall notify the Issuers of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof;
provided, however, that any failure so to notify the Issuers shall not relieve the Issuers or any Guarantor of its indemnity obligations hereunder. The Issuers shall defend the claim and the indemnified party shall provide reasonable
cooperation at the Issuers’ expense in the defense. Such indemnified parties may have separate counsel and the Issuers and the Guarantors, as applicable shall pay the fees and expenses of such counsel; provided, however, that the
Issuers shall not be required to pay such fees and expenses if it assumes such indemnified parties’ defense and, in such indemnified parties’ reasonable judgment, there is no conflict of interest between the Issuers and the Guarantors, as
applicable, and such parties in connection with such defense. The Issuers need not reimburse any expense or indemnify against any loss, liability or expense incurred by an indemnified party through such party’s own willful misconduct,
negligence or bad faith. 
 To secure the Issuers’ and the Guarantors’ payment obligations in this Section, the
Trustee shall have a Lien prior to the Securities on all money or property held or collected by the Trustee other than money or property held in trust to pay principal of and interest on particular Securities. 

The Issuers’ and the Guarantors’ payment obligations pursuant to this Section shall survive the satisfaction or discharge of
this Indenture, any rejection or termination of this Indenture under any bankruptcy law or the resignation or removal of the Trustee. Without prejudice to any other rights available to the Trustee under applicable law, when the Trustee incurs
expenses after the occurrence of a Default specified in Section 6.01(f) or (g) with respect to the Issuers, the expenses are intended to constitute expenses of administration under the Bankruptcy Law. 

Section 7.08 Replacement of Trustee. (a) The Trustee may resign at any time by so notifying the Issuers. The Holders of
a majority in principal amount of the Securities may remove the Trustee by so notifying the Trustee and may appoint a successor Trustee. The Issuers shall remove the Trustee if: 

(i) the Trustee fails to comply with Section 7.10; 

(ii) the Trustee is adjudged bankrupt or insolvent; 

(iii) a receiver or other public officer takes charge of the Trustee or its property; or 

(iv) the Trustee otherwise becomes incapable of acting. 

(b) If the Trustee resigns, is removed by the Issuers or by the Holders of a majority in principal amount of the Securities and such
Holders do not reasonably promptly appoint a successor Trustee, or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuers shall promptly appoint a
successor Trustee. 

  
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 (c) A successor Trustee shall deliver a written acceptance of its appointment to the
retiring Trustee and to the Issuers. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor
Trustee shall mail a notice of its succession to the Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee under this Indenture and the Securities to the successor Trustee, subject to the Lien provided for in
Section 7.07. 
 (d) If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is
removed, the retiring Trustee or the Holders of 10% in principal amount of the Securities may petition at the expense of the Issuers any court of competent jurisdiction for the appointment of a successor Trustee. 

(e) If the Trustee fails to comply with Section 7.10, unless the Trustee’s duty to resign is stayed as provided in
Section 310(b) of the TIA, any Holder who has been a bona fide holder of a Security for at least six months may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. 

(f) Notwithstanding the replacement of the Trustee pursuant to this Section, the Issuers’ obligations under Section 7.07 shall
continue for the benefit of the retiring Trustee. 
 Section 7.09 Successor Trustee by Merger. If the Trustee
consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation without any further act shall
be the successor Trustee. 
 In case at the time such successor or successors by merger, conversion or consolidation to the
Trustee shall succeed to the trusts created by this Indenture any of the Securities shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee, and
deliver such Securities so authenticated; and in case at that time any of the Securities shall not have been authenticated, any successor to the Trustee may authenticate such Securities either in the name of any predecessor hereunder or in the name
of the successor to the Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Securities or in this Indenture provided that the certificate of the Trustee shall have. 

Section 7.10 Eligibility; Disqualification. The Trustee shall at all times satisfy the requirements of Section 310(a) of
the TIA. The Trustee shall have a combined capital and surplus of at least $100 million as set forth in its most recent published annual report of condition. The Trustee shall comply with Section 310(b) of the TIA, subject to its right to apply
for a stay of its duty to resign under the penultimate paragraph of Section 310(b) of the TIA; provided, however, that there shall be excluded from the operation of Section 310(b)(1) of the TIA any series of securities issued
under this Indenture and any indenture or indentures under which other securities or certificates of interest or participation in other securities of the Issuers are outstanding if the requirements for such exclusion set forth in
Section 310(b)(1) of the TIA are met. 

  
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 Section 7.11 Preferential Collection of Claims Against the Issuers. The Trustee
shall comply with Section 311(a) of the TIA, excluding any creditor relationship listed in Section 311(b) of the TIA. A Trustee who has resigned or been removed shall be subject to Section 311(a) of the TIA to the extent indicated.

 ARTICLE 8 
 DISCHARGE OF INDENTURE; DEFEASANCE 
 Section 8.01 Discharge of
Liability on Securities; Defeasance. This Indenture shall be discharged and shall cease to be of further effect (except as to surviving rights and immunities of the Trustee and rights of registration of transfer or exchange of Securities, as
expressly provided for in this Indenture) as to all outstanding Securities when: 
 (a) either (i) all the
Securities theretofore authenticated and delivered (other than Securities pursuant to Section 2.08 which have been replaced or paid and Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust
by the Issuers and thereafter repaid to the Issuers or discharged from such trust) have been delivered to the Trustee for cancellation or (ii) all of the Securities (a) have become due and payable, (b) will become due and payable at
their stated maturity within one year or (c) if redeemable at the option of the Issuers, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the
name, and at the expense, of the Issuers, and the Issuers have irrevocably deposited or caused to be deposited with the Trustee cash in U.S. Dollars, U.S. Government Obligations or a combination thereof in an amount sufficient in the written opinion
of a firm of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited) to pay and discharge the entire Indebtedness on the Securities not theretofore
delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Securities to the date of deposit together with irrevocable instructions from the Issuers directing the Trustee to apply such funds to the payment
thereof at maturity or redemption, as the case may be; 
 (b) the Issuers and/or the Guarantors have paid all
other sums payable under this Indenture; and 
 (c) the Issuers have delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with. 

Subject to Sections 8.01(c) and 8.02, the Issuers at any time may terminate (i) all of their obligations under the Securities and
this Indenture (“legal defeasance option”) or 

  
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(ii) their obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.11, 4.12, 4.13, 4.15 and 4.16 for the benefit of the Securities and the operation of Section 5.01
and Sections 6.01(c), 6.01(d), 6.01(e), 6.01(f) (with respect to Significant Subsidiaries of the Company only), 6.01(g) (with respect to Significant Subsidiaries of the Company only), 6.01(h), 6.01(i), 6.01(j) and 6.01(k) (but only to the extent
that those provisions relate to Defaults with respect to the Securities) (“covenant defeasance option”) for the benefit of the Securities. The Issuers may exercise their legal defeasance option notwithstanding their prior exercise of their
covenant defeasance option. In the event that the Issuers terminate all of their obligations under the Securities and this Indenture by exercising their legal defeasance option or their covenant defeasance option, the obligations of each Guarantor
under its Note Guarantee of such Securities and all obligations under the Security Documents shall be terminated simultaneously with the termination of such obligations. 
 If the Issuers exercise their legal defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default. If the Issuers exercise their covenant defeasance
option, payment of the Securities so defeased may not be accelerated because of an Event of Default specified in Section 6.01(c), 6.01(d), 6.01(e), 6.01(f), 6.01(g) (with respect to Significant Subsidiaries of the Company only), 6.01(h),
6.01(i), 6.01(j) or 6.01(k) or because of the failure of the Issuers to comply with Section 5.01. 
 Upon satisfaction of
the conditions set forth herein and upon request of the Issuers, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminate. 

(d) Notwithstanding clauses (a) and (b) above, the Issuers’ obligations in Sections 2.04, 2.05, 2.06, 2.07,
2.08, 2.09, 7.07, 7.08 and in this Article 8 and the rights and immunities of the Trustee under this Indenture shall survive until the Securities have been paid in full. Thereafter, the Issuers’ obligations in Sections 7.07, 8.05 and 8.06 and
the rights and immunities of the Trustee under this Indenture shall survive such satisfaction and discharge. 

Section 8.02 Conditions to Defeasance. (a) The Issuers may exercise their legal defeasance option or its covenant
defeasance option with respect to the Securities only if: 
 (i) the Issuers irrevocably deposit in trust with
the Trustee cash in U.S. Dollars, U.S. Government Obligations or a combination thereof in an amount sufficient or U.S. Government Obligations, the principal of and the interest on which will be sufficient, or a combination thereof sufficient, to pay
the principal of and premium (if any) and interest on the Securities when due at maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; 

(ii) the Issuers deliver to the Trustee a certificate from a nationally recognized firm of independent accountants
reasonably acceptable to the Trustee expressing their opinion in form and substance reasonably acceptable to the Trustee that the payments of principal and interest when due and without reinvestment on the deposited U.S.


  
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Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal, premium, if any, and interest when
due on all the Securities to maturity or redemption, as the case may be; 
 (iii) 91 days pass after the deposit
is made and during the 91-day period no Default specified in Section 6.01(f) or (g) with respect to the Issuers occurs which is continuing at the end of the period; 

(iv) the deposit does not constitute a default under any other agreement binding on the Issuers; 

(v) in the case of the legal defeasance option, the Issuers shall have delivered to the Trustee an Opinion of Counsel
stating that (1) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling, or (2) since the date of this Indenture there has been a change in the applicable Federal income tax law, in either
case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal
income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; 
 (vi) the defeasance does not impair the right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Securities on or after the due dates therefore or to
institute suit for the enforcement of any payment on or with respect to such holder’s Securities; 
 (vii)
in the case of the covenant defeasance option, the Issuers shall have delivered to the Trustee an Opinion of Counsel stating that the Holders will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and
defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; and 

(viii) the Issuers deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all
conditions precedent to the defeasance and discharge of the Securities to be so defeased and discharged as contemplated by this Article 8 have been complied with. 
 (b) Before or after a deposit, the Issuers may make arrangements satisfactory to the Trustee for the redemption of such Securities at a future date in accordance with Article 3. 

Section 8.03 Application of Trust Money. The Trustee shall hold in trust money or U.S. Government Obligations (including
proceeds thereof) deposited with it pursuant to this Article 8. It shall apply the deposited money and the money from U.S. Government Obligations through each Paying Agent and in accordance with this Indenture to the payment of principal of and
interest on the Securities so discharged or defeased. 

  
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 Section 8.04 Repayment to Company. Each of the Trustee and each Paying Agent
shall promptly turn over to the Issuers upon request any money or U.S. Government Obligations held by it as provided in this Article which, in the written opinion, in a form and substance reasonably acceptable to the Trustee, of a nationally
recognized firm of independent public accountants reasonably acceptable to the Trustee delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited), are in excess of the amount thereof which
would then be required to be deposited to effect an equivalent discharge or defeasance in accordance with this Article. 

Subject to any applicable abandoned property law, the Trustee and each Paying Agent shall pay to the Issuers upon written request any
money held by them for the payment of principal or interest that remains unclaimed for two years, and, thereafter, Holders entitled to the money must look to the Issuers for payment as general creditors, and the Trustee and each Paying Agent shall
have no further liability with respect to such monies. 
 Section 8.05 Indemnity for U.S. Government Obligations.
The Issuers shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against deposited U.S. Government Obligations or the principal and interest received on such U.S. Government Obligations. 

Section 8.06 Reinstatement. If the Trustee or any Paying Agent is unable to apply any money or U.S. Government Obligations in
accordance with this Article 8 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuers’ obligations under this
Indenture and the Securities so discharged or defeased shall be revived and reinstated as though no deposit had occurred pursuant to this Article 8 until such time as the Trustee or any Paying Agent is permitted to apply all such money or U.S.
Government Obligations in accordance with this Article 8; provided, however, that, if the Issuers have made any payment of principal of or interest on, any such Securities because of the reinstatement of their obligations, the Issuers
shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money or U.S. Government Obligations held by the Trustee or any Paying Agent. 

ARTICLE 9 

AMENDMENTS AND WAIVERS 
 Section 9.01 Without Consent of the Holders. (a) The Issuers, the Guarantors (as applicable) and the Trustee may amend the Secured Notes Intercreditor Agreement, the First-Priority
Intercreditor Agreement, the Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement and the Note Documents without notice to or consent of any Holder: 

(i) to cure any ambiguity, omission, defect or inconsistency; 

  
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 (ii) to provide for the assumption by a Successor Company or Successor
Co-Issuer of the obligations of the Issuers under this Indenture and the Securities; 
 (iii) to provide for the
assumption by a Successor Guarantor of the obligations of a Guarantor under this Indenture and its Note Guarantee; 
 (iv) to comply with Article 5; 
 (v) to provide for uncertificated
Securities in addition to or in place of certificated Securities; provided, however, that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code; 

(vi) to add additional assets as Collateral; 

(vii) to release Collateral from the Lien pursuant to this Indenture and the Security Documents when permitted or required
by this Indenture or the Security Documents; 
 (viii) to add additional Note Guarantees with respect to the
Securities or to secure the Securities; 
 (ix) to add to the covenants of the Issuers for the benefit of the
Holders or to surrender any right or power herein conferred upon the Issuers; 
 (x) to comply with any
requirement of the SEC in connection with the qualification or maintaining the qualification of this Indenture under the TIA to effect any provision of this Indenture; 

(xi) to make any change that does not adversely affect the rights of any Holder; or 

(xii) to provide for the issuance of the Exchange Securities or Additional Securities, which shall have terms
substantially identical in all material respects to the Initial Securities, and which shall be treated, together with any outstanding Initial Securities, as a single issue of securities. 

In addition, without notice to or consent of any Holder, the Secured Notes Intercreditor Agreement, the First-Priority Intercreditor
Agreement, the Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement and the Security Documents may be amended to reflect the addition of holders of additional Secured Indebtedness to the extent the grant of Liens to secure such
Indebtedness is permitted by this Indenture. 

  
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 (b) After an amendment under this Section 9.01 becomes effective, the Issuers shall
mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01. 

Section 9.02 With Consent of the Holders. (a) The Issuers, the Guarantors (as applicable) and the Trustee may amend the
Secured Notes Intercreditor Agreement, the First-Priority Intercreditor Agreement, the Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement and the Note Documents with the written consent of the Holders of at least a majority in
principal amount of the Securities then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Securities). However, without the consent of each Holder of an outstanding Security
affected, an amendment may not: 
 (i) reduce the amount of Securities whose Holders must consent to an
amendment, 
 (ii) reduce the rate of or extend the time for payment of interest on any Security, 

(iii) reduce the principal of or change the Stated Maturity of any Security, 

(iv) reduce the premium payable upon the redemption of any Security or change the time at which any Security may be
redeemed in accordance with Article 3, 
 (v) make any Security payable in money other than that stated in such
Security, 
 (vi) impair the right of any Holder to receive payment of principal of or premium, if any, and
interest on such Holder’s Securities 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 Securities, 

(vii) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02, 

(viii) except as expressly permitted by this Indenture, modify any Note Guarantees in any manner adverse to the Holders,

 (ix) expressly subordinate the Securities or any Note Guarantee in right of payment to any other Indebtedness
of the Issuers or any Guarantor, or 
 (x) make any change in the provisions in the Security Documents or this
Indenture dealing with the application of proceeds of Collateral that would adversely affect the holders of the Securities. 

  
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 Subject to Section 11.04, without the consent of the holders of at least two-thirds in
aggregate principal amount of the Securities then outstanding, no amendment or waiver may release all or substantially all of the Collateral from the Lien of this Indenture and the Security Documents. 

It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent approves the substance thereof. 
 After an amendment under this
Section 9.02 becomes effective, the Issuers shall mail to the Holders a notice briefly describing such amendment. However, the failure to give such notice to all Holders entitled to receive such notice, or any defect therein, shall not impair
or affect the validity of an amendment under this Section 9.02. 
 Section 9.03 Compliance with Trust Indenture
Act. From the date on which this Indenture is qualified under the TIA, every amendment, waiver or supplement to this Indenture or the Securities shall comply with the TIA as then in effect. 

Section 9.04 Revocation and Effect of Consents and Waivers. (a) A consent to an amendment or a waiver by a Holder of a
Security shall bind the Holder and every subsequent Holder of that Security or portion of the Security that evidences the same debt as the consenting Holder’s Security, even if notation of the consent or waiver is not made on the Security.
However, any such Holder or subsequent Holder may revoke the consent or waiver as to such Holder’s Security or portion of the Security if the Trustee receives the notice of revocation before the date on which the Trustee receives an
Officers’ Certificate from the Issuers certifying that the requisite principal amount of Securities have consented. After an amendment or waiver becomes effective, it shall bind every Holder. An amendment or waiver becomes effective upon the
(i) receipt by the Issuers, with copies of such consents provided to the Trustee, of consents by the Holders of the requisite principal amount of securities, (ii) satisfaction of conditions to effectiveness as set forth in this Indenture
and any indenture supplemental hereto containing such amendment or waiver and (iii) execution of such amendment or waiver (or supplemental indenture) by the Issuers and the Trustee. 

(b) The Issuers may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to give their
consent or take any other action described above or required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding the immediately preceding paragraph, those Persons who were Holders at such record date
(or their duly designated proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent previously given or to take any such action, 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. 

  
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 Section 9.05 Notation on or Exchange of Securities. If an amendment, supplement
or waiver changes the terms of a Security, the Issuers may require the Holder of the Security to deliver it to the Trustee. The Trustee may place an appropriate notation on the Security regarding the changed terms and return it to the Holder.
Alternatively, if the Issuers or the Trustee so determines, the Issuers in exchange for the Security shall issue and, upon a written order of each Issuer signed by an Officer, the Trustee shall authenticate a new Security that reflects the changed
terms. Failure to make the appropriate notation or to issue a new Security shall not affect the validity of such amendment, supplement or waiver. 
 Section 9.06 Trustee to Sign Amendments. The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article 9 if such amendment, supplement or waiver does not
adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may but need not sign it. In signing such amendment, supplement or waiver, the Trustee shall be entitled to receive indemnity satisfactory to it
and in all cases shall be provided with, and (subject to Section 7.01) shall be fully protected in relying upon, (i) an Officers’ Certificate, (ii) and an Opinion of Counsel stating that such amendment, supplement or waiver is
authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuers and the Guarantors, enforceable against them in accordance with its terms, subject to customary
exceptions, and complies with the provisions hereof (including Section 9.03), (iii) if requested by the Trustee, a copy of the Board Resolution, certified by the Secretary or Assistant Secretary of the Company, authorizing the execution of
such amendment, supplement or waiver and (iv) if such amendment, supplement or waiver is executed pursuant to Section 9.02, evidence reasonably satisfactory to the Trustee of the consent of the Holders required to consent thereto.

 Section 9.07 Payment for Consent. Neither the Issuers nor any Affiliate of the Issuers shall, directly or
indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Securities
unless such consideration is offered to be 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. 

Section 9.08 Additional Voting Terms; Calculation of Principal Amount. All Securities issued under this Indenture shall vote
and consent together on all matters (as to which any of such Securities may vote) as one class. Determinations as to whether Holders of the requisite aggregate principal amount of Securities have concurred in any direction, waiver or consent shall
be made in accordance with this Article 9 and Section 2.14. 

  
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 ARTICLE 10 
 RANKING OF NOTE LIENS 
 Section 10.01 Agreement for the Benefit of
Holders of First-Priority Liens and Parity Liens. The Trustee and the Collateral Agent agree, and each Holder by accepting a Security agrees, that: 
 (a) the Liens securing the Note Obligations (and, to the extent the Trustee, the Collateral Agent or any Holder has an interest therein, the Parity Liens) (the “Priority Liens”) upon any and all
Collateral are, to the extent and in the manner provided in the Secured Notes Intercreditor Agreement, subordinate in ranking to all present and future First-Priority Liens; and 

(b) the Priority Liens upon any and all Collateral will be of equal ranking with all present and future Parity Liens, and that such
agreements as to the ranking of the Priority Liens: 
 (i) are enforceable by the holders of First-Priority
Liens, for the benefit of the holders of First-Priority Lien Obligations and ABL Obligations secured thereby, and will be enforceable by the holders of Parity Liens, for the benefit of the holders of Other Pari Passu Obligations secured thereby;

 (ii) will remain enforceable by the holders of First-Priority Liens until the Discharge of Senior Lender
Claims (as defined in the Secured Notes Intercreditor Agreement) and the payment in full in cash of all other First-Priority Lien Obligations and ABL Obligations outstanding at the time of the Discharge of Senior Lender Claims (subject to
reinstatement as provided in the Secured Notes Intercreditor Agreement); and 
 (iii) will remain enforceable by
the holders of Parity Liens until the Discharge of Other Pari Passu Obligations; 
 (c) without the necessity of any consent of
or notice to the Trustee or any Holder of the Note Obligations, the Company, its Restricted Subsidiaries and the Administrative Agent under the Credit Agreement may amend, modify, supplement or terminate any Security Document, subject to the
limitations set forth in the Secured Notes Intercreditor Agreement; provided, that the Trustee shall be given notice within 30 Business Days of any such amendment, modification, supplement or termination; 

(d) as among the Trustee and the holders of the Note Obligations and the holders of the First-Priority Lien Obligations, the holders of
the First-Priority Lien Obligations and the “Senior-Priority Agent” (as defined in the Secured Notes Intercreditor Agreement) will have the sole ability to control and obtain remedies with respect to all Collateral without the necessity of
any consent of or notice to the Trustee or any such holder, as set forth in more detail in the Secured Notes Intercreditor Agreement; 

  
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 (e) any or all Liens as set forth in, and granted under the Security Documents for the
benefit of the Holders will be automatically released, without the necessity of any consent of the Trustee or any Holders, upon a release of the First-Priority Liens on such Collateral or upon payment in full of the First-Priority Lien Obligations,
subject to the exceptions set forth in the Secured Notes Intercreditor Agreement and Article 11 hereof; 
 (f) without the
necessity of any consent of or notice to the Trustee, the Collateral Agent or any holder of the Note Obligations, the Company may, on behalf of itself or any of its Restricted Subsidiaries, request and instruct the “Senior-Priority Agent”
(as defined in the Secured Notes Intercreditor Agreement) to, on behalf of each secured party under the Security Documents, (A) execute and deliver to the Company, for the benefit of any Person, such release documents as the Company may
reasonably request evidencing any such release of any Lien and such Person shall be entitled to rely conclusively on such release document, and (B) deliver any assets in which any Lien is so released that are in the possession of the
Administrative Agent to the Company; and 
 (g) this Indenture, the Securities, the Note Guarantees and the Security Documents
are subject to the Secured Notes Intercreditor Agreement. 
 Prior to the issuance of any Other Pari Passu Obligations, the
Company shall deliver an Officers’ Certificate to the Collateral Agent and the Trustee stating that the Company or the applicable Guarantor intends to Incur, on a date stated therein, Indebtedness that will constitute Other Pari Passu
Obligations. 
 Section 10.02 Securities, Note Guarantees and other Obligations with respect to the Securities not
Subordinated. The provisions of this Article 10 are intended solely to set forth the relative ranking, as Liens, of the Priority Liens (and, to the extent the Trustee, the Collateral Agent or any Holder has an interest therein, the Parity Liens)
as against the First-Priority Liens. The Securities and Note Guarantees are senior unsubordinated obligations of the Company and Guarantors. Neither the Securities, the Note Guarantees and other Note Obligations nor the exercise or enforcement of
any right or remedy for the payment or collection thereof (other than the exercise of rights and remedies of a secured party, which are subject to the Secured Notes Intercreditor Agreement) are intended to be, or will ever be by reason of the
provisions of this Article 10, in any respect subordinated, deferred, postponed, restricted or prejudiced. 
 Section 10.03
Relative Rights. The Secured Notes Intercreditor Agreement defines the relative rights, as lienholders, of holders of Priority Liens and holders of First-Priority Liens and Parity Liens. Nothing in this Indenture or the Secured Notes
Intercreditor Agreement will: 
 (a) impair, as between the Issuers and Holders, the obligation of the Issuers, which is
absolute and unconditional, to pay principal of, premium and interest on the Securities in accordance with their terms or to perform any other obligation of the Issuers or any other Obligor under this Indenture, the Securities, the Note Guarantees
and the Security Documents; 

  
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 (b) restrict the right of any Holder to sue for payments that are then due and owing, in a
manner not inconsistent with the provisions of the Secured Notes Intercreditor Agreement; 
 (c) prevent the Trustee, the
Collateral Agent or any Holder from exercising against the Issuers or any other obligor any of its other available remedies upon a Default or Event of Default (other than its rights as a secured party, which are subject to the Secured Notes
Intercreditor Agreement); or 
 (d) restrict the right of the Trustee, the Collateral Agent or any Holder: 

(i) to file and prosecute a petition seeking an order for relief in an involuntary bankruptcy case as to any Obligor or
otherwise to commence, or seek relief commencing, any insolvency or liquidation proceeding involuntarily against any Obligor; 
 (ii) to make, support or oppose any request for an order for dismissal, abstention or conversion in any insolvency or liquidation proceeding; 

(iii) to make, support or oppose, in any insolvency or liquidation proceeding, any request for an order extending or
terminating any period during which the debtor (or any other Person) has the exclusive right to propose a plan of reorganization or other dispositive restructuring or liquidation plan therein; 

(iv) to seek the creation of, or appointment to, any official committee representing creditors (or certain of the
creditors) in any insolvency or liquidation proceedings and, if appointed, to serve and act as a member of such committee without being in any respect restricted or bound by, or liable for, any of the obligations under this Article 10; 

(v) to seek or object to the appointment of any professional person to serve in any capacity in any insolvency or
liquidation proceeding or to support or object to any request for compensation made by any professional person or others therein; 
 (vi) to make, support or oppose any request for order appointing a trustee or examiner in any insolvency or liquidation proceedings; or 

(vii) otherwise to make, support or oppose any request for relief in any insolvency or liquidation proceeding that it is
permitted by law to make, support or oppose: 
 (x) if it were a holder of unsecured claims; or 

(y) as to any matter relating to any plan of reorganization or other restructuring or liquidation plan or as to any
matter relating to the administration of the estate or the disposition of the case or proceeding 
 (in each case except as set
forth in the Secured Notes Intercreditor Agreement). 

  
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 ARTICLE 11 
 COLLATERAL AND SECURITY 
 Section 11.01 Security Documents. The
payment of the principal of and interest and premium, if any, on the Securities when due, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Company pursuant to the Securities or
by any Guarantor pursuant to its Note Guarantees, the payment of all other Note Obligations and the performance of all other obligations of the Issuers and the Guarantors under this Indenture, the Securities, the Note Guarantees and the Security
Documents are secured as provided in the Security Documents which the Issuers and the Guarantors have entered into simultaneously with the execution of this Indenture and will be secured by Security Documents hereafter delivered as required or
permitted by this Indenture. 
 The Issuers and the Guarantors shall comply with all covenants and agreements contained in the
Security Documents. 
 Section 11.02 Collateral Agent. (a) The Collateral Agent is authorized and empowered to
appoint one or more co-Collateral Agents as it deems necessary or appropriate. 
 (b) Subject to Section 7.01, neither the
Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability,
effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any Priority Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose
or realize upon or otherwise enforce any of the Priority Liens or Security Documents or any delay in doing so. 
 (c) The
Collateral Agent will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture) and any other representatives of Pari Passu Obligations. Except as directed by the Trustee as
required or permitted by this Indenture and any other representatives, the Collateral Agent will not be obligated: 
 (i) to act upon directions purported to be delivered to it by any other Person; 
 (ii) to foreclose upon or otherwise enforce any Priority Lien; or 

(iii) to take any other action whatsoever with regard to any or all of the Priority Liens, Security Documents or
Collateral. 

  
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 (d) The Collateral Agent will be accountable only for amounts that it actually receives as a
result of the enforcement of the Priority Liens or Security Documents. 
 (e) In acting as Collateral Agent or Co-Collateral
Agent, the Collateral Agent and each Co-Collateral Agent may rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereof. 

(f) At all times when the Trustee is not itself the Collateral Agent, the Company will deliver to the Trustee copies of all Security
Documents delivered to the Collateral Agent and copies of all documents delivered to the Collateral Agent pursuant to this Indenture and the Security Documents. 
 (g) If the Issuers (i) Incur First-Priority Lien Obligations at any time when no intercreditor agreement is in effect or at any time when Indebtedness constituting First-Priority Lien Obligations
entitled to the benefit of an existing intercreditor agreement is concurrently retired, and (ii) deliver to the Collateral Agent an Officers’ Certificate so stating and requesting the Collateral Agent to enter into an intercreditor
agreement (on substantially the same terms as the Secured Notes Intercreditor Agreement in effect on the Issue Date) in favor of a designated agent or representative for the holders of the First-Priority Lien Obligations so Incurred, the Collateral
Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders on the terms set forth therein and perform and observe its obligations thereunder. 

Section 11.03 Authorization of Actions to Be Taken. (a) Each Holder, by its acceptance of Securities, consents and
agrees to the terms of each Security Document, the Secured Notes Intercreditor Agreement and the Junior Lien Intercreditor Agreement as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or
the terms of this Indenture, authorizes and directs the Trustee and the Collateral Agent to enter into the Security Documents to which it is a party and the Secured Notes Intercreditor Agreement and the Junior Lien Intercreditor Agreement, and
authorizes and empowers the Trustee and the Collateral Agent to bind the Holders and other holders of Note Obligations as set forth in the Security Documents to which it is a party and the Secured Notes Intercreditor Agreement and the Junior Lien
Intercreditor Agreement and to perform its obligations and exercise its rights and powers thereunder. 
 (b) The Collateral
Agent and the Trustee are authorized and empowered to receive for the benefit of the Holders any funds collected or distributed under the Security Documents to which the Collateral Agent or Trustee is a party and to make further distributions of
such funds to the Holders according to the provisions of this Indenture. 
 (c) Subject to the provisions of Section 7.01
and Section 7.02, Article 10 and the Secured Notes Intercreditor Agreement, the Trustee may, in its sole discretion and without the consent of the Holders, direct, on behalf of the Holders, the Collateral Agent to take all actions it deems
necessary or appropriate in order to: 
 (i) foreclose upon or otherwise enforce any or all of the Priority
Liens; 

  
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 (ii) enforce any of the terms of the Security Documents to which the
Collateral Agent or Trustee is a party; or 
 (iii) collect and receive payment of any and all Note Obligations.

 Subject to the Secured Notes Intercreditor Agreement, the Trustee is authorized and empowered to institute and maintain, or
direct the Collateral Agent to institute and maintain, such suits and proceedings as it may deem expedient to protect or enforce the Priority Liens or the Security Documents to which the Collateral Agent or Trustee is a party or to prevent any
impairment of Collateral by any acts that may be unlawful or in violation of the Security Documents to which the Collateral Agent or Trustee is a party or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem
expedient to preserve or protect its interests and the interests of the Holders in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental
enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of Holders, the
Trustee or the Collateral Agent. 
 Section 11.04 Release of Liens. (a) Subject to subsections (b) and
(c) of this Section 11.04, Collateral may be released from the Lien and security interest created by the Security Documents at any time or from time to time in accordance with the provisions of the Security Documents, the Secured Notes
Intercreditor Agreement or as provided hereby. Upon the request of the Issuers pursuant to an Officers’ Certificate certifying that all conditions precedent hereunder have been met, the Issuers and the Guarantors will be entitled to a release
of assets included in the Collateral from the Liens securing the Securities, and the Collateral Agent and the Trustee (if the Trustee is not then the Collateral Agent) shall release the same from such Liens at the Issuers’ sole cost and
expense, under one or more of the following circumstances: 
 (1) if all other Liens on such property or assets
securing First-Priority Lien Obligations (including all commitments and letters of credit thereunder) are released; provided, however, that if the Issuers or any Guarantor subsequently Incurs First-Priority Lien Obligations that are
secured by liens on property or assets of the Issuers or any Guarantor of the type constituting the Collateral and the related Liens are Incurred in reliance on clause (6)(C) of the definition of Permitted Liens, then the Company and its
Restricted Subsidiaries will be required to reinstitute the security arrangements with respect to the Collateral in favor of the Securities, which, in the case of any such subsequent First-Priority Lien Obligations, will be Liens on the Collateral
securing such First-Priority Lien Obligations that have the priority described in the Security Documents and to the same extent provided by the Security Documents and on the terms and conditions of the security documents relating to such
First-Priority Lien Obligations (except as set forth in Section 4.16), with the security interest held either by the administrative agent, collateral agent or other representative for such First-Priority Lien Obligations or by a collateral
agent or other representative designated by the Company to hold such security interest for the benefit of the holders of the Securities and subject to 

  
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one or more intercreditor agreements that provide the administrative agent or collateral agent substantially the same rights and powers as afforded under the Junior Lien Intercreditor Agreement
and the Secured Notes Intercreditor Agreement, as applicable; 
 (2) to enable the Issuers or any Guarantor to
consummate the disposition of such property or assets to the extent not prohibited under Section 4.06; 

(3) in the case of a Guarantor that is released from its Note Guarantee with respect to the Securities, the release of the
property and assets of such Guarantor; or 
 (4) as described under Article 9. 

If an Event of Default under this Indenture exists on the date on which the First-Priority Lien Obligations are repaid in full and
terminated (including all commitments and letters of credit thereunder), the Liens on the Collateral securing the Securities will not be released, except to the extent the Collateral or any portion thereof was disposed of in order to repay the
First-Priority Lien Obligations secured by the Collateral, and thereafter the Trustee (or another designated representative acting at the direction of the holders of a majority of outstanding principal amount of the Pari Passu Obligations) will have
the right to foreclose upon the Collateral (but in such event, the Liens on the Collateral securing the Securities will be released when such Event of Default and all other Events of Default under this Indenture cease to exist). 

Upon receipt of such Officers’ Certificate and any necessary or proper instruments of termination, satisfaction or release prepared
by the Issuers, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Indenture or the Security Documents or the Secured Notes
Intercreditor Agreement or the Junior Lien Intercreditor Agreement, as applicable. 
 (b) Except as otherwise provided in the
Secured Notes Intercreditor Agreement, no Collateral may be released from the Lien and security interest created by the Security Documents unless the Officers’ Certificate required by this Section 11.04, dated not more than five days prior
to the date of the application for such release, has been delivered to the Collateral Agent and the Trustee (if the Trustee is not then the Collateral Agent). 
 (c) At any time when a Default or Event of Default has occurred and is continuing and the maturity of the Securities has been accelerated (whether by declaration or otherwise) and the Trustee (if not then
the Collateral Agent) has delivered a notice of acceleration to the Collateral Agent, no release of Collateral pursuant to the provisions of this Indenture or the Security Documents will be effective as against the Holders, except as otherwise
provided in the Secured Notes Intercreditor Agreement. 
 Section 11.05 Filing, Recording and Opinions. (a) The
Company will comply with the provisions of Sections 314(b) and 314(d) of the TIA, in each case following qualification of this Indenture pursuant to the TIA. Any certificate or opinion required by Section 314(d) of the TIA may be made by an
Officer of the Company except in cases where Section 314(d) of the TIA requires that such certificate or 

  
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opinion be made by an independent engineer, appraiser or other expert, who shall be reasonably satisfactory to the Trustee. Notwithstanding anything to the contrary herein, the Issuers and the
Guarantors will not be required to comply with all or any portion of Section 314(d) of the TIA if they determine, in good faith based on advice of counsel (which may be internal counsel), that under the terms of that section and/or any
interpretation or guidance as to the meaning thereof of the Commission and its staff, including “no action” letters or exemptive orders, all or any portion of Section 314(d) of the TIA is inapplicable to the released Collateral.
Following such qualification, to the extent the Company is required to furnish to the Trustee an Opinion of Counsel pursuant to Section 314(b)(2) of the TIA, the Company will furnish such opinion not more than 60 but not less than 30 days prior
to each June 30. 
 Any release of Collateral permitted by Section 11.04 and this Section 11.05 hereof will be
deemed not to impair the Liens under this Indenture and the Security Documents in contravention thereof and any person that is required to deliver an Officers’ Certificate or Opinion of Counsel pursuant to Section 314(d) of the TIA, shall
be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion. The Trustee may, to the extent permitted by Section 7.01 and 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions
the appropriate statements contained in such documents and Opinion of Counsel. 
 (b) If any Collateral is released in
accordance with this Indenture or any Security Document at a time when the Trustee is not itself also the Collateral Agent and if the Company has delivered the certificates and documents required by the Security Documents and Section 11.04, the
Trustee will determine whether it has received all documentation required by Section 314(d) of the TIA in connection with such release and, based on such determination and the Opinion of Counsel delivered pursuant to Section 11.04, will,
upon request, deliver a certificate to the Collateral Agent setting forth such determination. 
 (c) For the avoidance of doubt,
under this Indenture, without complying with paragraphs (a) and (b) of this Section 11.05, the Guarantors may, among other things, without any release or consent by the Holders of the Securities or the Trustee, but otherwise in
compliance with the covenants of this Indenture and the Security Documents, conduct ordinary course activities with respect to the Collateral, including (i) selling or otherwise disposing of, in any transaction or series of related
transactions, any property subject to the Lien of the Security Documents which has become worn out, defective or obsolete or not used or useful in the business; (ii) abandoning, terminating, canceling, releasing or making alterations in or
substitutions of any leases or contracts subject to the Lien of the Security Documents; (iii) surrendering or modifying any franchise, license or permit subject to the Lien of the Security Documents which it may own or under which it may be
operating; (iv) altering, repairing, replacing, changing the location or position of and adding to its structures, machinery, systems, equipment, fixtures and appurtenances; (v) granting a license of any intellectual property;
(vi) selling, transferring or otherwise disposing of inventory in the ordinary course of business; (vii) collecting accounts receivable in the ordinary course of business or selling, liquidating, factoring or otherwise disposing of
accounts receivable in the ordinary course of business; (viii) making cash payments (including for the repayment of Indebtedness or interest and in connection with the Issuers’ cash management activities) from cash that is at any time part
of the Collateral in the ordinary course of business that are not otherwise prohibited by this Indenture and the Security 

  
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Documents; and (ix) abandoning any intellectual property which is no longer used or useful in the Issuers’ business. The Issuers shall deliver to the Trustee within 30 days following
the end of each six-month period (with the second such six-month period being the end of each fiscal year), an Officers’ Certificate to the effect that all releases and withdrawals during the preceding six-month period (or since the Issue Date,
in the case of the first such certificate) in connection with which no consent of the holders of the Notes or the Trustee was obtained pursuant to the foregoing provisions were made in the ordinary course of the Issuers’ or the respective
Guarantor’s business and such release and the use of proceeds in connection therewith were not prohibited by this Indenture. 
 Section 11.06 Purchaser Protected. In no event shall any purchaser in good faith of any property purported to be released hereunder be bound to ascertain the authority of the Collateral Agent
or the Trustee to execute the release or to inquire as to the satisfaction of any conditions required by the provisions hereof for the exercise of such authority or to see to the application of any consideration given by such purchaser or other
transferee; nor shall any purchaser or other transferee of any property or rights permitted by this Article 11 to be sold be under any obligation to ascertain or inquire into the authority of the Issuers or the applicable Guarantor to make any such
sale or other transfer. 
 Section 11.07 Powers Exercisable by Receiver or Trustee. In case the Collateral shall be
in the possession of a receiver or trustee, lawfully appointed, the powers conferred in this Article 11 upon the Issuers or a Guarantor with respect to the release, sale or other disposition of such property may be exercised by such receiver or
trustee, and an instrument signed by such receiver or trustee shall be deemed the equivalent of any similar instrument of the Issuers or a Guarantor or of any officer or officers thereof required by the provisions of this Article 11; and if the
Trustee shall be in the possession of the Collateral under any provision of this Indenture, then such powers may be exercised by the Trustee. 
 Section 11.08 Release Upon Termination of the Issuers’ Obligations. In the event (i) that the Issuers deliver to the Trustee, in form and substance acceptable to it, an
Officers’ Certificate certifying that all the obligations under this Indenture, the Securities and the Security Documents have been satisfied and discharged by the payment in full of the Issuers’ obligations under the Securities, this
Indenture and the Security Documents, and all such obligations have been so satisfied, or (ii) a legal defeasance or covenant defeasance of this Indenture occurs under Article 8, the Trustee shall deliver to the Issuers and the Collateral Agent
a notice stating that the Trustee, on behalf of the Holders, disclaims and gives up any and all rights it has in or to the Collateral, and any rights it has under the Security Documents, and upon receipt by the Collateral Agent of such notice, the
Collateral Agent shall be deemed not to hold a Lien in the Collateral on behalf of the Trustee and shall do or cause to be done all acts reasonably necessary and requested by the Issuers to release such Lien as soon as is reasonably practicable.

 Section 11.09 Designations. Except as provided in the next sentence, for purposes of the provisions hereof and
the Secured Notes Intercreditor Agreement requiring the Issuers to designate Indebtedness for the purposes of the term “First-Priority Lien Obligations” or any other such designations hereunder, any such designation shall be sufficient if
the relevant designation is set forth in writing, signed on behalf of the Issuers by an Officer and delivered to 

  
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the Trustee, the Collateral Agent and the Credit Agent. For all purposes hereof and the Secured Notes Intercreditor Agreement, (i) the Issuers hereby designate the Obligations pursuant to
the ABL Facility, the First-Lien Revolving Facility and the 2019 First-Lien Notes as “First-Priority Lien Obligations” and the Liens securing such Obligations are hereby designated as having been incurred pursuant to clause (6)(C) of
the definition of “Permitted Liens” and (ii) the 2019 First-Lien Notes Indenture is hereby designated as being included in the definition of “Credit Agreement.” For all purposes of the Second-Lien Notes Documents and the
Junior Lien Intercreditor Agreement, the Issuers hereby designate the Note Obligations as “First-Priority Lien Obligations” and “Senior Lender Claims,” as applicable. 

ARTICLE 12 

NOTE GUARANTEES 
 Section 12.01 Note Guarantees. (a) Each Guarantor hereby jointly and severally, irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, to each Holder
and to the Trustee and its successors and assigns (i) the full and punctual payment when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Issuers under this Indenture (including obligations
to the Trustee) and the Securities, whether for payment of principal of, premium, if any, or interest on in respect of the Securities and all other monetary obligations of the Issuers under this Indenture and the Securities and (ii) the full
and punctual performance within applicable grace periods of all other obligations of the Issuers whether for fees, expenses, indemnification or otherwise under this Indenture and the Securities (all the foregoing being hereinafter collectively
called the “Guaranteed Obligations”). Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, and that each such Guarantor
shall remain bound under this Article 12 notwithstanding any extension or renewal of any Guaranteed Obligation. 
 (b) Each
Guarantor waives presentation to, demand of payment from and protest to the Issuers of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Securities or the
Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (i) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuers or any other Person
under this Indenture, the Securities or any other agreement or otherwise; (ii) any extension or renewal of this Indenture, the Securities or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms
or provisions of this Indenture, the Securities or any other agreement; (iv) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any Guarantor; (v) the failure of any Holder or Trustee to
exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (vi) any change in the ownership of such Guarantor, except as provided in Section 12.02(b). 

(c) Each Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Guarantors,
such that such Guarantor’s 

  
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obligations would be less than the full amount claimed. Each Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuers first be used and depleted as payment
of the Issuers’ or such Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Guarantor hereunder. Each Guarantor hereby waives any right to which it may be entitled to require that the Issuers be sued
prior to an action being initiated against such Guarantor. 
 (d) Each Guarantor further agrees that its Note Guarantee herein
constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed
Obligations. 
 (e) [omitted] 
 (f) Except as expressly set forth in Sections 8.01(b), 12.02 and 12.06, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any
reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability
of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert
any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or
by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of any Guarantor as a matter of law or equity.

 (g) Each Guarantor agrees that its Note Guarantee shall remain in full force and effect until payment in full of all the
Guaranteed Obligations. Each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed
Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuers or otherwise. 
 (h) In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuers
to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor
hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Guaranteed
Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by applicable law) and (iii) all other monetary obligations of the Issuers to the Holders and the Trustee. 

  
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 (i) Each Guarantor agrees that it shall not be entitled to any right of subrogation in
relation to the Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other
hand, (i) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of any Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and
payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section 12.01. 
 (j) Each
Guarantor also agrees to pay any and all costs and expenses (including attorneys’ fees and expenses) Incurred by the Trustee or any Holder in enforcing any rights under this Section 12.01. 

(k) Each Guarantor may, and upon request of the Trustee, each Guarantor shall execute and deliver such further instruments and do such
further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture. 

Section 12.02 Limitation on Liability; Release. (a) Any term or provision of this Indenture to the contrary
notwithstanding, the maximum aggregate amount of the Guaranteed Obligations guaranteed hereunder by any Guarantor shall not exceed the maximum amount that can be hereby guaranteed without rendering this Indenture, as it relates to such Guarantor,
voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. 
 (b) A Note Guarantee as to any Guarantor shall terminate and be of no further force or effect and such Guarantor shall be deemed to be released from all obligations under this Article 12 upon: 

(i) the sale, disposition or other transfer (including through merger or consolidation) of the Capital Stock (including
any sale, disposition or other transfer following which the applicable Guarantor is no longer a Restricted Subsidiary) of the applicable Guarantor if such sale, disposition or other transfer is not prohibited by this Indenture, and such Guarantor is
released from its guarantees, if any, of, and all pledges and security, if any, granted in connection with, any Credit Agreement and any other Indebtedness of the Issuers or any Restricted Subsidiary of the Issuers, 

(ii) the Company designating such Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth
under Section 4.04 and the definition of “Unrestricted Subsidiary,” 
 (iii) in the case of any
Restricted Subsidiary that after the Issue Date is required to guarantee the Securities pursuant to Section 4.11, the release or discharge of the guarantee by such Restricted Subsidiary of Indebtedness of the Company or


  
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any Restricted Subsidiary of the Company or such Restricted Subsidiary or the repayment of the Indebtedness or Disqualified Stock, in each case, which resulted in the obligation to guarantee the
Securities, and 
 (iv) the Issuers’ exercise of their defeasance options under Article 8. 

A Note Guarantee shall be automatically released upon the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure
of any pledge or security interest securing First-Priority Lien Obligations, subject to, in each case, the application of the proceeds of such foreclosure in the manner described in the Secured Notes Intercreditor Agreement or First-Priority
Intercreditor Agreement, as applicable, or if such Subsidiary is released from its guarantees of, and all pledges and security interests granted in connection with, the Credit Agreement and any other Indebtedness of the Company or any Restricted
Subsidiary of the Company which results in the obligation to guarantee the Securities. 
 Section 12.03 Successors and
Assigns. This Article 12 shall be binding upon each Guarantor and its successors and assigns and shall inure to the benefit of the successors and assigns of the Trustee and the Holders and, in the event of any transfer or assignment of rights by
any Holder or the Trustee, the rights and privileges conferred upon that party in this Indenture and in the Securities shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions of this
Indenture. 
 Section 12.04 No Waiver. Neither a failure nor a delay on the part of either the Trustee or the
Holders in exercising any right, power or privilege under this Article 12 shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any right, power or privilege. The rights, remedies
and benefits of the Trustee and the Holders herein expressly specified are cumulative and not exclusive of any other rights, remedies or benefits which either may have under this Article 12 at law, in equity, by statute or otherwise. 

Section 12.05 Modification. No modification, amendment or waiver of any provision of this Article 12, nor the consent to any
departure by any Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Trustee, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which
given. No notice to or demand on any Guarantor in any case shall entitle such Guarantor to any other or further notice or demand in the same, similar or other circumstances. 
 Section 12.06 Execution of Supplemental Indenture for Future Guarantors. Each Subsidiary and other Person which is required to become a Guarantor pursuant to Section 4.11 shall promptly
execute and deliver to the Trustee a supplemental indenture in the form of Exhibit D hereto pursuant to which such Subsidiary or other Person shall become a Guarantor under this Article 12 and shall guarantee the Guaranteed Obligations.


  
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Concurrently with the execution and delivery of such supplemental indenture, the Issuers shall deliver to the Trustee, and the Trustee shall be fully protected in relying upon, an Opinion of
Counsel and an Officers’ Certificate to the effect that such supplemental indenture has been duly authorized, executed and delivered by such Subsidiary or other Person and that, subject to the application of bankruptcy, insolvency, moratorium,
fraudulent conveyance or transfer and other similar laws relating to creditors’ rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, the Note Guarantee of such Guarantor is a valid and
binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms and/or to such other matters as the Trustee may reasonably request. 
 Section 12.07 Non-Impairment. The failure to endorse a Note Guarantee on any Security shall not affect or impair the validity thereof. 

ARTICLE 13 

MISCELLANEOUS 
 Section 13.01 Trust Indenture Act Controls. If and to the extent that any provision of this Indenture limits, qualifies or conflicts with the duties imposed by, or with another provision (an
“incorporated provision”) included in this Indenture by operation of, Sections 310 to 318 of the TIA, inclusive, such imposed duties or incorporated provision shall control. 

Section 13.02 Notices. (a) Any notice or communication required or permitted hereunder shall be in writing and delivered
in person, via facsimile or mailed by first-class mail addressed as follows: 
 if to the Issuers or a Guarantor:

 Verso Paper Holdings LLC 

6775 Lenox Center Court, Suite 400 

Memphis, Tennessee 38115 
 Attention: Robert Mundy 
 Facsimile:  (901) 369-4197

 if to the Trustee: 
 Wilmington Trust, National Association 
 50 South Sixth Street,
Suite 1290 
 Minneapolis, MN 55402 

Attention of: Corporate Capital Markets – Verso Paper Administrator 

Facsimile: (612) 217-5651 

  
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 The Issuers or the Trustee by notice to the other may designate additional or different addresses for
subsequent notices or communications. 
 (b) Any notice or communication mailed to a Holder shall be mailed, first class mail,
to the Holder at the Holder’s address as it appears on the registration books of the Registrar and shall be sufficiently given if so mailed within the time prescribed. 
 (c) Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication is mailed in the manner provided
above, it is duly given, whether or not the addressee receives it, except that notices to the Trustee are effective only if received. 
 Section 13.03 Communication by the Holders with Other Holders. The Holders may communicate pursuant to Section 312(b) of the TIA with other Holders with respect to their rights under this
Indenture or the Securities. The Issuers, the Trustee, the Registrar and other Persons shall have the protection of Section 312(c) of the TIA. 
 Section 13.04 Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuers to the Trustee to take or refrain from taking any action under this Indenture,
the Issuers shall furnish to the Trustee at the request of the Trustee: 
 (a) an Officers’ Certificate in
form reasonably satisfactory to the Trustee stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and 

(b) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of
such counsel, all such conditions precedent have been complied with. 
 Section 13.05 Statements Required in Certificate
or Opinion. Each certificate or opinion with respect to compliance with a covenant or condition provided for in this Indenture (other than pursuant to Section 4.09) shall include: 

(a) a statement that the individual 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; 

  
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 (c) a statement that, in the opinion of such individual, he 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 individual, such covenant or condition has been complied
with; provided, however, that with respect to matters of fact an Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials. 

Section 13.06 When Securities Disregarded. In determining whether the Holders of the required principal amount of Securities
have concurred in any direction, waiver or consent, Securities owned by the Issuers, any Guarantor or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuers or any Guarantor
shall be disregarded and deemed not to be outstanding, except that, for the purpose of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Securities which the Trustee knows are so owned shall
be so disregarded. Subject to the foregoing, only Securities outstanding at the time shall be considered in any such determination. 
 Section 13.07 Rules by Trustee, Paying Agent and Registrar. The Trustee may make reasonable rules for action by or a meeting of the Holders. The Registrar and a Paying Agent may make
reasonable rules for their functions. 
 Section 13.08 Legal Holidays. If a payment date is not a Business Day,
payment shall be made on the next succeeding day that is a Business Day, and no interest shall accrue on any amount that would have been otherwise payable on such payment date if it were a Business Day for the intervening period. If a regular record
date is not a Business Day, the record date shall not be affected. 
 Section 13.09 GOVERNING LAW. THIS
INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 

Section 13.10 No Recourse Against Others. No director, officer, employee, manager, incorporator or holder of any Equity
Interests in the Issuers or of any Guarantor or any direct or indirect parent corporation, as such, shall have any liability for any obligations of the Issuers or the Guarantors under the Securities or this Indenture or for any claim based on, in
respect of, or by reason of, such obligations or their creation. Each Holder of Securities by accepting a Security waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Securities.


  
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 Section 13.11 Successors. All agreements of the Issuers and each Guarantor in
this Indenture and the Securities shall bind its successors. All agreements of the Trustee in this Indenture shall bind its successors. 
 Section 13.12 Multiple Originals. The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One
signed copy is enough to prove this Indenture. 
 Section 13.13 Table of Contents; Headings. The table of contents,
cross-reference sheet and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions
hereof. 
 Section 13.14 Indenture Controls. If and to the extent that any provision of the Securities limits,
qualifies or conflicts with a provision of this Indenture, such provision of this Indenture shall control. 
 Section 13.15
Severability. In case any provision in this Indenture 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 and such provision
shall be ineffective only to the extent of such invalidity, illegality or unenforceability. 
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left blank] 

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

					
	VERSO PAPER HOLDINGS LLC
		
	By:	 	 /s/ Robert P. Mundy

		 	Name:	 	Robert P. Mundy
		 	Title:	 	Senior Vice President and Chief Financial Officer
	
	VERSO PAPER INC.
		
	By:	 	 /s/ Robert P. Mundy

		 	Name:	 	Robert P. Mundy
		 	Title:	 	Senior Vice President and Chief Financial Officer



  
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	GUARANTORS:
	
	Verso Paper LLC
	Verso Androscoggin LLC
	Verso Bucksport LLC
	Verso Sartell LLC
	Verso Quinnesec LLC
	Verso Maine Energy LLC
	Verso Fiber Farm LLC
	VERSO QUINNESEC REP HOLDING INC.
	NexTier Solutions Corporation
		
	By:	 	 /s/ Robert P. Mundy

		 	Name:	 	Robert P. Mundy
		 	Title:	 	Senior Vice President and Chief Financial Officer
	
	WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
		
	By:	 	 /s/ Jane Schweiger

		 	Name:	 	 Jane Schweiger

		 	Title:	 	Vice President



  
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 APPENDIX A 
 PROVISIONS RELATING TO INITIAL SECURITIES, ADDITIONAL SECURITIES AND EXCHANGE SECURITIES 
 1. Definitions. 
 1.1 Definitions. 

For the purposes of this Appendix A the following terms shall have the meanings indicated below: 

“Additional Interest” has the meaning set forth in the Registration Agreement. 

“Dealer Manager Agreement” means (a) the Dealer Manager Agreement dated March 28, 2012, among the Issuers, the
Guarantors and the Dealer Managers and (b) any other similar dealer manager agreement relating to Additional Securities. 

“Dealer Managers” means Citigroup Global Markets Inc., Barclays Capital Inc., Credit Suisse Securities (USA) LLC and Goldman,
Sachs & Co., the dealer managers party to the Dealer Manager Agreement entered into in connection with the offer and sale of the Securities. 
 “Definitive Security” means a certificated Initial Security or Exchange Security (bearing the Restricted Securities Legend if the transfer of such Security is restricted by applicable law) that
does not include the Global Securities Legend. 
 “Depository” means The Depository Trust Company, its nominees and
their respective successors. 
 “Global Securities Legend” means the legend set forth under that caption in the
applicable Exhibit to this Indenture. 
 “IAI” means an institutional “accredited investor” as described in
Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act. 
 “Offering Memoranda” means
(i) the confidential offering memorandum and consent solicitation statement relating to the Issuers’ offer to exchange any and all of their outstanding Existing Floating Rate Second-Lien Notes for the Original Securities, dated
March 28, 2012 and (ii) the confidential offering memorandum and consent solicitation statement relating to the Issuers’ offer to exchange up to $157,500,000 of their outstanding Senior Subordinated Notes for the Original Securities,
dated April 25, 2012. 
 “QIB” means a “qualified institutional buyer” as defined in Rule 144A.

 “Registered Exchange Offer” means the offer by the Issuers, pursuant to the Registration Agreement, to certain
Holders of Initial Securities, to issue and deliver to such Holders, in exchange for their Initial Securities, a like aggregate principal amount of Exchange Securities registered under the Securities Act. 







 “Registration Agreement” means (a) the Registration Rights Agreement dated as
of May 11, 2012 among the Issuers, the Guarantors and the Dealer Managers relating to the Securities and (b) any other similar Registration Rights Agreement relating to Additional Securities. 

“Regulation D” means Regulation D under the Securities Act. 

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

“Regulation S Securities” means all Initial Securities offered and sold outside the United States in reliance on Regulation S.

 “Restricted Period,” with respect to any Securities, means the period of 40 consecutive days beginning on and
including the later of (a) the day on which such Securities are first offered to persons other than distributors (as defined in Regulation S under the Securities Act) in reliance on Regulation S, notice of which day shall be promptly given by
the Company to the Trustee, and (b) the Issue Date, and with respect to any Additional Securities that are Transfer Restricted Securities, it means the comparable period of 40 consecutive days. 

“Restricted Securities Legend” means the legend set forth in Section 2.2(f)(i) herein. 

“Rule 501” means Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act. 

“Rule 144A” means Rule 144A under the Securities Act. 
 “Rule 144A Securities” means all Initial Securities offered and sold to QIBs in reliance on Rule 144A. 
 “Securities Custodian” means the custodian with respect to a Global Security (as appointed by the Depository) or any successor person thereto, who shall initially be the Trustee. 

“Shelf Registration Statement” means a registration statement filed by the Company in connection with the offer and sale of
Initial Securities pursuant to the Registration Agreement. 
 “Transfer Restricted Global Security” means a Transfer
Restricted Security that is a Global Security. 
 “Transfer Restricted Securities” means Definitive Securities and any
other Securities that bear or are required to bear or are subject to the Restricted Securities Legend. 
 “Unrestricted
Global Security” means an Unrestricted Security that is a Global Security. 

  
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 “Unrestricted Security” means Definitive Securities and any other Securities that
are not required to bear, or are not subject to, the Restricted Securities Legend. 
 1.2 Other Definitions. 

 

			
	 Term:
	  	 Defined in Section:

		
	 Agent Members
	  	2.1(b)
	 Global Securities
	  	2.1(b)
	 Regulation S Global Securities
	  	2.1(b)
	 Rule 144A Global Securities
	  	2.1(b)
	 Regulation S Permanent Global Security
	  	2.1(b)
	 Regulation S Temporary Global Security
	  	2.1(b)

 2. The Securities. 
 2.1 Form and Dating; Global Securities. 
 (a) The Initial Securities issued
on the date hereof will be offered and sold by the Issuers initially only to (1) QIBs in reliance on Rule 144A, (2) IAIs in accordance with Rule 501 and (3) Persons other than U.S. Persons (as defined in Regulation S) in reliance on
Regulation S in accordance with the terms of the offer set forth in the Offering Memoranda. Such Initial Securities may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and, except as set forth below, IAIs in
accordance with Rule 501. Additional Securities offered after the date hereof may be offered and sold by the Issuers from time to time pursuant to one or more purchase agreements in accordance with applicable law. 

(b) Global Securities. (i) Rule 144A Securities initially shall be represented by one or more Securities in definitive, fully
registered, global form without interest coupons (collectively, the “Rule 144A Global Securities”). 
 Regulation S
Securities initially shall be represented by one or more Securities in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Security” and, together with the Regulation S Permanent Global
Security (defined below), the “Regulation S Global Securities”), which shall be registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear or Clearstream.

 The Restricted Period shall be terminated upon the receipt by the Trustee of an Officers’ Certificate certifying that
the Restricted Period may be terminated in accordance with Regulation S and that beneficial interests in the Regulation S Temporary Global Security are permitted to be exchanged for beneficial interests in the Regulation S Permanent Global Security.

 Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Security shall
be exchanged for beneficial interests in a permanent Global Security (the “Regulation S Permanent Global Security”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the


  
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Regulation S Permanent Global Security, the Trustee shall cancel the Regulation S Temporary Global Security. The aggregate principal amount of the Regulation S Temporary Global Security and the
Regulation S Permanent Global Security may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interest as hereinafter
provided. 
 The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions
Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global
Security and the Regulation S Permanent Global Security that are held by Participants through Euroclear or Clearstream. 
 The
term “Global Securities” means the Rule 144A Global Securities and the Regulation S Global Securities. The Global Securities shall bear the Global Security Legend. The Global Securities initially shall (i) be registered in the name of
the Depository or the nominee of such Depository, in each case for credit to an account of an Agent Member, (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear the Restricted Securities Legend. 

Members of, or direct or indirect participants in, the Depository (“Agent Members”) shall have no rights under this Indenture
with respect to any Global Security held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Securities. The Depository may be treated by the Issuers, the Trustee and any agent of the Issuers or the Trustee as the
absolute owner of the Global Securities for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Trustee or any agent of the Issuers or the Trustee from giving effect to any written certification,
proxy or other authorization furnished by the Depository, or impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Security. 

(ii) Transfers of Global Securities shall be limited to transfer in whole, but not in part, to the Depository, its successors or their
respective nominees. Interests of beneficial owners in the Global Securities may be transferred or exchanged for Definitive Securities only in accordance with the applicable rules and procedures of the Depository and the provisions of
Section 2.2. In addition, a Global Security shall be exchangeable for Definitive Securities if (x) the Depository (1) notifies the Company that it is unwilling or unable to continue as depository for such Global Security and the
Company thereupon fails to appoint a successor depository or (2) has ceased to be a clearing agency registered under the Exchange Act or (y) there shall have occurred and be continuing an Event of Default with respect to such Global
Security; provided that in no event shall the Regulation S Temporary Global Security be exchanged by the Issuers for Definitive Securities prior to (x) the expiration of the Restricted Period and (y) the receipt by the Registrar of
any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act. In all cases, Definitive Securities delivered in exchange for any Global Security or beneficial interests therein shall be registered in the names, and issued in
any approved denominations, requested by or on behalf of the Depository in accordance with its customary procedures. 

  
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 (iii) In connection with the transfer of a Global Security as an entirety to beneficial
owners pursuant to subsection (i) of this Section 2.1(b), such Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers shall execute, and, upon a written order of each Issuer signed by an Officer,
the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by the Depository in writing in exchange for its beneficial interest in such Global Security, an equal aggregate principal amount of Definitive
Securities of authorized denominations. 
 (iv) Any Transfer Restricted Security delivered in exchange for an interest in a
Global Security pursuant to Section 2.2 shall, except as otherwise provided in Section 2.2, bear the Restricted Securities Legend. 
 (v) Notwithstanding the foregoing, through the Restricted Period, a beneficial interest in such Regulation S Global Security may be held only through Euroclear or Clearstream unless delivery is made in
accordance with the applicable provisions of Section 2.2. 
 (vi) The Holder of any Global Security may grant proxies and
otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities. 

2.2 Transfer and Exchange. 
 (a) Transfer and Exchange of Global Securities. A Global Security may not be transferred as a whole except as set forth in Section 2.1(b). Global Securities will not be exchanged by the
Issuers for Definitive Securities except under the circumstances described in Section in Section 2.1(b)(ii). Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 and 2.10 of this Indenture.
Beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.2(b) or 2.2(g). 
 (b)
Transfer and Exchange of Beneficial Interests in Global Securities. The transfer and exchange of beneficial interests in the Global Securities shall be effected through the Depository, in accordance with the provisions of this Indenture and
the applicable rules and procedures of the Depository. Beneficial interests in Transfer Restricted Global Securities shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act.
Beneficial interests in Global Securities shall be transferred or exchanged only for beneficial interests in Global Securities. Transfers and exchanges of beneficial interests in the Global Securities 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 Security. Beneficial interests in any Transfer Restricted Global Security may be transferred to Persons who take delivery thereof in the form
of a beneficial interest in the same Transfer Restricted Global Security in accordance with the transfer restrictions set forth in the Restricted Securities Legend; provided, however, that prior to the expiration of the Restricted
Period, transfers of beneficial interests in a Regulation S Global Security may not be made to a U.S. Person or for the account or benefit of a U.S. Person. A beneficial interest 

  
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in an Unrestricted Global Security may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Security. No written orders or
instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.2(b)(i). 
 (ii) All Other Transfers and Exchanges of Beneficial Interests in Global Securities. In connection with all transfers and exchanges of beneficial interests in any Global Security that is not
subject to Section 2.2(b)(i), the transferor of such beneficial interest must deliver to the Registrar (1) a written order from an Agent Member given to the Depository in accordance with the applicable rules and procedures of the
Depository directing the Depository to credit or cause to be credited a beneficial interest in another Global Security in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with
the applicable rules and procedures of the Depository containing information regarding the Agent Member account to be credited with such increase. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in
Global Securities contained in this Indenture and the Securities or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Security pursuant to Section 2.2(g). 

(iii) Transfer of Beneficial Interests to Another Transfer Restricted Global Security. A beneficial interest in a
Transfer Restricted Global Security may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Transfer Restricted Global Security if the transfer complies with the requirements of
Section 2.2(b)(ii) above and the Registrar receives the following: 
 (A) if the transferee will take
delivery in the form of a beneficial interest in a Rule 144A Global Security, then the transferor must deliver a certificate in the form attached to the applicable Security; and 

(B) if the transferee will take delivery in the form of a beneficial interest in a Regulation S Global Security, then the
transferor must deliver a certificate in the form attached to the applicable Security. 
 (iv) Transfer and
Exchange of Beneficial Interests in a Transfer Restricted Global Security for Beneficial Interests in an Unrestricted Global Security. A beneficial interest in a Transfer Restricted Global Security may be exchanged by any holder thereof for a
beneficial interest in an Unrestricted Global Security or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Security if the exchange or transfer complies with the requirements of
Section 2.2(b)(ii) above and the Registrar receives the following: 
 (A) if the holder of such beneficial
interest in a Transfer Restricted Global Security proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Security, a certificate from such holder in the form attached to the applicable Security; or


  
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 (B) if the holder of such beneficial interest in a Transfer Restricted
Global Security 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 Security, a certificate from such holder in the form attached to the applicable
Security, 
 and, in each such case, if the Company or the Registrar so requests or if the applicable rules and procedures of the
Depository so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the
Restricted Securities Legend are no longer required in order to maintain compliance with the Securities Act. If any such transfer or exchange is effected pursuant to this subparagraph (iv) at a time when an Unrestricted Global Security has not
yet been issued, the Issuers shall issue and, upon receipt of an written order of each Issuer signed by an Officer, the Trustee shall authenticate one or more Unrestricted Global Securities in an aggregate principal amount equal to the aggregate
principal amount of beneficial interests transferred or exchanged pursuant to this subparagraph (iv). 
 (v)
Transfer and Exchange of Beneficial Interests in an Unrestricted Global Security for Beneficial Interests in a Transfer Restricted Global Security. Beneficial interests in an Unrestricted Global Security cannot be exchanged for, or
transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Transfer Restricted Global Security. 
 (c) Transfer and Exchange of Beneficial Interests in Global Securities for Definitive Securities. A beneficial interest in a Global Security may not be exchanged for a Definitive Security except
under the circumstances described in Section 2.1(b)(ii). A beneficial interest in a Global Security may not be transferred to a Person who takes delivery thereof in the form of a Definitive Security except under the circumstances described in
Section 2.1(b)(ii). In any case, beneficial interests in Global Securities shall be transferred or exchanged only for Definitive Securities. 
 (d) Transfer and Exchange of Definitive Securities for Beneficial Interests in Global Securities. Transfers and exchanges of beneficial interests in the Global Securities also shall require
compliance with either subparagraph (i), (ii) or (ii) below, as applicable: 
 (i) Transfer
Restricted Securities to Beneficial Interests in Transfer Restricted Global Securities. If any Holder of a Transfer Restricted Security proposes to exchange such Transfer Restricted Security for a beneficial interest in a Transfer Restricted
Global Security or to transfer such Transfer Restricted Security to a Person who takes delivery thereof in the form of a beneficial interest in a Transfer Restricted Global Security, then, upon receipt by the Registrar of the following
documentation: 
 (A) if the Holder of such Transfer Restricted Security proposes to exchange such Transfer
Restricted Security for a beneficial interest in a Transfer Restricted Global Security, a certificate from such Holder in the form attached to the applicable Security; 

  
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 (B) if such Transfer Restricted Security is being transferred to a Qualified
Institutional Buyer in accordance with Rule 144A under the Securities Act, a certificate from such Holder in the form attached to the applicable Security; 
 (C) if such Transfer Restricted Security is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904 under the Securities Act, a certificate from such
Holder in the form attached to the applicable Security; 
 (D) if such Transfer Restricted Security is being
transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate from such Holder in the form attached to the applicable Security; 

(E) if such Transfer Restricted Security is being transferred to an IAI in reliance on an exemption from the registration
requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate from such Holder in the form attached to the applicable Security, including the certifications, certificates and Opinion of
Counsel, if applicable; or 
 (F) if such Transfer Restricted Security is being transferred to the Company or a
Subsidiary thereof, a certificate from such Holder in the form attached to the applicable Security; 
 the Trustee shall cancel
the Transfer Restricted Security, and increase or cause to be increased the aggregate principal amount of the appropriate Transfer Restricted Global Security. 
 (ii) Transfer Restricted Securities to Beneficial Interests in Unrestricted Global Securities. A Holder of a Transfer Restricted Security may exchange such Transfer Restricted Security for a
beneficial interest in an Unrestricted Global Security or transfer such Transfer Restricted Security to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Security only if the Registrar receives the
following: 
 (A) if the Holder of such Transfer Restricted Security proposes to exchange such Transfer
Restricted Security for a beneficial interest in an Unrestricted Global Security, a certificate from such Holder in the form attached to the applicable Security; or 

(B) if the Holder of such Transfer Restricted Securities proposes to transfer such Transfer Restricted Security to a
Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Security, a certificate from such Holder in the form attached to the applicable Security, 

and, in each such case, if the Company or the Registrar so requests or if the applicable rules and procedures of the Depository so
require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in 

  
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compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Securities Legend are no longer required in order to maintain compliance with the
Securities Act. Upon satisfaction of the conditions of this subparagraph (ii), the Trustee shall cancel the Transfer Restricted Securities and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Security. If
any such transfer or exchange is effected pursuant to this subparagraph (ii) at a time when an Unrestricted Global Security has not yet been issued, the Issuers shall issue and, upon receipt of an written order of each Issuer signed by an
Officer, the Trustee shall authenticate one or more Unrestricted Global Securities in an aggregate principal amount equal to the aggregate principal amount of Transfer Restricted Securities transferred or exchanged pursuant to this subparagraph
(ii). 
 (iii) Unrestricted Securities to Beneficial Interests in Unrestricted Global Securities. A Holder
of an Unrestricted Security may exchange such Unrestricted Security for a beneficial interest in an Unrestricted Global Security or transfer such Unrestricted Security to a Person who takes delivery thereof in the form of a beneficial interest in an
Unrestricted Global Security at any time. Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted Security and increase or cause to be increased the aggregate principal amount of one of the
Unrestricted Global Securities. If any such transfer or exchange is effected pursuant to this subparagraph (iii) at a time when an Unrestricted Global Security has not yet been issued, the Issuers shall issue and, upon receipt of an written
order of each Issuer signed by an Officer, the Trustee shall authenticate one or more Unrestricted Global Securities in an aggregate principal amount equal to the aggregate principal amount of Unrestricted Securities transferred or exchanged
pursuant to this subparagraph (iii). 
 (iv) Unrestricted Securities to Beneficial Interests in Transfer
Restricted Global Securities. An Unrestricted Security cannot be exchanged for, or transferred to a Person who takes delivery thereof in the form of, a beneficial interest in a Transfer Restricted Global Security. 

(e) Transfer and Exchange of Definitive Securities for Definitive Securities. Upon request by a Holder of Definitive Securities
and such Holder’s compliance with the provisions of this Section 2.2(e), the Registrar shall register the transfer or exchange of Definitive Securities. Prior to such registration of transfer or exchange, the requesting Holder shall
present or surrender to the Registrar the Definitive Securities 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 2.2(e). 

(i) Transfer Restricted Securities to Transfer Restricted Securities. A Transfer Restricted Security may be
transferred to and registered in the name of a Person who takes delivery thereof in the form of a Transfer Restricted Security if the Registrar receives the following: 

(A) if the transfer will be made pursuant to Rule 144A under the Securities Act, then the transferor must deliver a
certificate in the form attached to the applicable Security; 

  
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 (B) if the transfer will be made pursuant to Rule 903 or Rule 904 under the
Securities Act, then the transferor must deliver a certificate in the form attached to the applicable Security; 

(C) if the transfer will be made pursuant to an exemption from the registration requirements of the Securities Act in
accordance with Rule 144 under the Securities Act, a certificate in the form attached to the applicable Security; 
 (D) if the transfer will be made to an IAI in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (A) through (D) above, a
certificate in the form attached to the applicable Security; and 
 (E) if such transfer will be made to the
Company or a Subsidiary thereof, a certificate in the form attached to the applicable Security. 
 (ii)
Transfer Restricted Securities to Unrestricted Securities. Any Transfer Restricted Security may be exchanged by the Holder thereof for an Unrestricted Security or transferred to a Person who takes delivery thereof in the form of an
Unrestricted Security if the Registrar receives the following: 
 (1) if the Holder of such Transfer Restricted
Security proposes to exchange such Transfer Restricted Security for an Unrestricted Security, a certificate from such Holder in the form attached to the applicable Security; or 

(2) if the Holder of such Transfer Restricted Security proposes to transfer such Securities to a Person who shall take
delivery thereof in the form of an Unrestricted Security, a certificate from such Holder in the form attached to the applicable Security, 
 and, in each such case, if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Company to the effect that such exchange or transfer is in compliance with the Securities
Act and that the restrictions on transfer contained herein and in the Restricted Securities Legend are no longer required in order to maintain compliance with the Securities Act. 

(iii) Unrestricted Securities to Unrestricted Securities. A Holder of an Unrestricted Security may transfer such
Unrestricted Securities to a Person who takes delivery thereof in the form of an Unrestricted Security at any time. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Securities pursuant to the
instructions from the Holder thereof. 

  
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 (iv) Unrestricted Securities to Transfer Restricted Securities. An
Unrestricted Security cannot be exchanged for, or transferred to a Person who takes delivery thereof in the form of, a Transfer Restricted Security. 
 At such time as all beneficial interests in a particular Global Security have been exchanged for Definitive Securities or a particular Global Security has been redeemed, repurchased or canceled in whole
and not in part, each such Global Security shall be returned to or retained and canceled by the Trustee in accordance with Section 2.11 of this Indenture. At any time prior to such cancellation, if any beneficial interest in a Global Security
is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Security or for Definitive Securities, the principal amount of Securities represented by such Global Security shall be
reduced accordingly and an endorsement shall be made on such Global Security by the Trustee or by the Depository 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 Security, such other Global Security shall be increased accordingly and an endorsement shall be made on such Global Security by the Trustee or by the
Depository at the direction of the Trustee to reflect such increase. 
 (f) Legend. 

(i) Except as permitted by the following paragraph (ii), (iii) or (iv), each Security certificate evidencing the Global Securities
and the Definitive Securities (and all Securities issued in exchange therefor or in substitution thereof) shall bear a legend in substantially the following form (each defined term in the legend being defined as such for purposes of the legend
only): 
 “THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED
STATES SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH HOLDER OF THIS NOTE IS HEREBY NOTIFIED
THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. 
 THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED STATES TO A PERSON WHOM THE
SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH
RULE 904 UNDER THE SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY 

  
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RULE 144 THEREUNDER (IF AVAILABLE), (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (V) TO EITHER OF THE ISSUERS OR ANY OF THEIR SUBSIDIARIES, OR (VI) TO AN
INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) THAT, PRIOR TO SUCH TRANSFER FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS
AND AGREEMENTS RELATING TO THE TRANSFER OF THE NEW NOTES AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NEW NOTES LESS THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUERS THAT SUCH TRANSFER IS IN COMPLIANCE WITH
THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (VI) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY HOLDER OF THIS NOTE
FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.” 
 Each Definitive Security shall bear the following additional legends:

 “IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER
INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.” 
 “THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY
NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED
ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT.” 
 (ii) Upon any sale or transfer of a
Transfer Restricted Security that is a Definitive Security, the Registrar shall permit the Holder thereof to exchange such Transfer Restricted Security for a Definitive Security that does not bear the legends set forth above and rescind any
restriction on the transfer of such Transfer Restricted Security if the Holder certifies in writing to the Registrar that its request for such exchange was made in reliance on Rule 144 (such certification to be in the form set forth on the reverse
of the Initial Security). 
 (iii) After a transfer of any Initial Securities during the period of the effectiveness of a Shelf
Registration Statement with respect to such Initial Securities, all 

  
 -12-









 
requirements pertaining to the Restricted Securities Legend on such Initial Securities shall cease to apply and the requirements that any such Initial Securities be issued in global form shall
continue to apply. 
 (iv) Upon the consummation of a Registered Exchange Offer with respect to the Initial Securities pursuant
to which Holders of such Initial Securities are offered Exchange Securities in exchange for their Initial Securities, all requirements pertaining to Initial Securities that Initial Securities be issued in global form shall continue to apply, and
Exchange Securities in global form without the Restricted Securities Legend shall be available to Holders that exchange such Initial Securities in such Registered Exchange Offer. 

(v) Upon a sale or transfer after the expiration of the Restricted Period of any Initial Security acquired pursuant to Regulation S, all
requirements that such Initial Security bear the Restricted Securities Legend shall cease to apply and the requirements requiring any such Initial Security be issued in global form shall continue to apply. 

(vi) Any Additional Securities sold in a registered offering shall not be required to bear the Restricted Securities Legend. 

(vii) To the extent required by Section 1275(c)(1)(A) of the Internal Revenue Code of 1986, as amended, and Treasury Regulation
Section 1.1275-3(b)(1), each Security issued at a discount to its stated redemption price at maturity shall bear a legend (the “OID Legend”) in substantially the following form (with any necessary amendments thereto to reflect any
amendments occurring after the Issue Date to the applicable sections): 
 “FOR THE PURPOSES OF SECTIONS 1272, 1273 AND 1275
OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, THIS NOTE IS BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT. YOU MAY CONTACT THE COMPANY AT 6775 LENOX CENTER COURT, SUITE 400, MEMPHIS TN 38115-4436, ATTENTION: MICHAEL NAUMANN, TREASURER, AND THE
COMPANY WILL PROVIDE YOU WITH THE ISSUE PRICE, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT, THE ISSUE DATE AND THE YIELD TO MATURITY OF THIS NOTE.” 
 To the extent that any Securities are issued at a discount to their stated redemption price at maturity and bear the OID Legend, each group of Securities bearing a given amount of original issue discount
shall be treated as a separate series only for purposes of the transfer and exchange provisions of this Appendix A and may trade under a separate CUSIP number. 
 (g) Cancellation or Adjustment of Global Security. At such time as all beneficial interests in a particular Global Security have been exchanged for Definitive Securities or a particular Global
Security has been redeemed, repurchased or canceled in whole and not in part, each such Global Security shall be returned to or retained and canceled by the Trustee in accordance with Section 2.11 of this Indenture. At any time prior to such
cancellation, if any beneficial interest in a Global Security is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Security or for Definitive Securities, the principal
amount of Securities represented by such Global Security shall be 

  
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reduced accordingly and an endorsement shall be made on such Global Security by the Trustee or by the Depository 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 Security, such other Global Security shall be increased accordingly and an endorsement shall be made on
such Global Security by the Trustee or by the Depository at the direction of the Trustee to reflect such increase. 
 (h)
Obligations with Respect to Transfers and Exchanges of Securities. 
 (i) To permit registrations of transfers and
exchanges, the Issuers shall execute and, upon a written order of each Issuer signed by an Officer, the Trustee shall authenticate, Definitive Securities and Global Securities at the Registrar’s request. 

(ii) No service charge shall be made for any registration of transfer or exchange, but the Issuers may require payment of a sum
sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charge payable upon exchanges pursuant to Sections 3.06, 4.06,
4.08 and 9.05 of this Indenture). 
 (iii) Prior to the due presentation for registration of transfer of any Security, the
Issuers, the Trustee, a Paying Agent or the Registrar may deem and treat the person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Security and
for all other purposes whatsoever, whether or not such Security is overdue, and none of the Issuers, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. 

(iv) All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall
be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange. 
 (i) No
Obligation of the Trustee. 
 (i) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global
Security, a member of, or a participant in the Depository or any other Person with respect to the accuracy of the records of the Depository or its nominee or of any participant or member thereof, with respect to any ownership interest in the
Securities or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depository) of any notice (including any notice of redemption or repurchase) or the payment of any amount, under or with respect
to such Securities. All notices and communications to be given to the Holders and all payments to be made to the Holders under the Securities shall be given or made only to the registered Holders (which shall be the Depository or its nominee in the
case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depository subject to the applicable rules and procedures of the Depository. The Trustee may rely and shall be fully protected in
relying upon information furnished by the Depository with respect to its members, participants and any beneficial owners. 

(ii) 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 

  
 -14-









 
applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Depository participants, members or beneficial owners in any Global Security)
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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 EXHIBIT A 
 [FORM OF FACE OF INITIAL SECURITY] 
 [Global Securities Legend] 

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
(“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS 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. 
 TRANSFERS OF THIS GLOBAL SECURITY SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. 
 [Restricted Securities Legend] 

THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF
1933 (THE “SECURITIES ACT”), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH HOLDER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE
MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. 
 THE
HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (III)
PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (V) TO EITHER OF THE ISSUERS OR


  
 A-1









 
ANY OF THEIR SUBSIDIARIES, OR (VI) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) THAT,
PRIOR TO SUCH TRANSFER FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE TRANSFER OF THE NEW NOTES AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NEW NOTES LESS THAN
$250,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUERS THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (VI) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND
(B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY HOLDER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE. 
 Each Temporary Regulation S Security shall bear the following additional legend: 

THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT, AND
MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS
USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT. 
 Each Definitive Security shall bear the following
additional legend: 
 IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH
CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. 

  
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 [FORM OF INITIAL SECURITY] 

 

			
	No.	  	$            

 11.75% Secured Notes due 2019 
 CUSIP No.         
 ISIN
No.            
 VERSO PAPER HOLDINGS LLC, a
Delaware limited liability corporation, and VERSO PAPER INC., a Delaware corporation, jointly and severally promise to pay to [        ], or its registered assigns, the principal sum of
[            ] Dollars [, or such other amount as is listed on the Schedule of Increases or Decreases in Global Security attached hereto]1 on January 15, 2019. 

Interest Payment Dates: January 15 and July 15, commencing July 15, 2012. 

Record Dates: January 1 and July 1 
 Additional provisions of this Security are set forth on the other side of this Security. 
 IN WITNESS WHEREOF, the parties have caused this instrument to be duly executed. 
  

			
	VERSO PAPER HOLDINGS LLC
		
	By:	 	  

		 	Name:
		 	Title:
	
	VERSO PAPER INC.
		
	By:	 	  

		 	Name:
		 	Title:


 Dated: 

 

	1 	 Use the Schedule of Increases and Decreases language if Security is in Global Form. 



  
 A-3










			
	 TRUSTEE’S CERTIFICATE OF
AUTHENTICATION

	
	 WILMINGTON TRUST, NATIONAL ASSOCIATION,
as Trustee, certifies that this is
one of the
Securities
referred to in the Indenture.



			
		
	By:	 	  

		 	Authorized Signatory
		
	Dated:	 	  


  

	*/	If the Security is to be issued in global form, add the Global Securities Legend and the attachment from Exhibit A captioned “TO BE ATTACHED TO GLOBAL SECURITIES -
SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY”. 


  
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 [FORM OF REVERSE SIDE OF INITIAL SECURITY] 

11.75% Secured Notes due 2019 
  

	1.	Interest 

 (a) VERSO PAPER
HOLDINGS LLC, a Delaware limited liability corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the “Company”) and VERSO PAPER INC., a Delaware corporation and
wholly-owned subsidiary of the Company (“Finance Co.” and, together with the Company, the “Issuers”), jointly and severally promise to pay interest on the principal amount of this Security at the rate per annum shown above. The
Issuers shall pay interest semiannually on January 15 and July 15 of each year, commencing July 15, 2012 and at maturity. Interest on the Securities shall accrue from the most recent date to which interest has been paid or duly
provided for or, if no interest has been paid or duly provided for, from May 11, 2012 until the principal hereof is
due.2 Interest shall be computed on the basis of a 360-day
year of twelve 30-day months. The Issuers shall pay interest on overdue principal at the rate borne by the Securities, and they shall pay interest on overdue installments of interest at the same rate to the extent lawful. 

(b) [Registration Rights Agreement. The Holder of this Security is entitled to the benefits of a Registration Rights Agreement,
dated as of [                    ], among the Issuers, the Guarantors and the Dealer Managers.]3 

 

	2.	Method of Payment 

 The
Issuers shall pay interest on the Securities (except defaulted interest) to the Persons who are registered Holders at the close of business on the January 1 or July 1 next preceding the interest payment date even if Securities are canceled
after the record date and on or before the interest payment date (whether or not a Business Day). Holders must surrender Securities to the Paying Agent to collect principal payments. The Issuers shall pay principal, premium, if any, and interest in
money of the United States of America that at the time of payment is legal tender for payment of public and private debts. Payments in respect of the Securities represented by a Global Security (including principal, premium, if any, and interest)
shall be made by wire transfer of immediately available funds to the accounts specified by The Depository Trust Company or any successor depositary. The Issuers shall make all payments in respect of a certificated Security (including principal,
premium, if any, and interest) at the office of the Paying Agent, except that, at the option of the Issuers, payment of interest may be made by mailing a check to the registered address of each Holder thereof; provided, however, that
payments on the Securities may also be made, in the case of a Holder of at least $1,000,000 aggregate principal amount of Securities, by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder
elects payment by wire transfer by giving written notice to the Trustee or Paying Agent to such effect designating such account no later than 30 days immediately preceding the relevant due date for payment (or such other date as the Trustee may
accept in its discretion). 
  

	2 	To the extent necessary, interest may accrue from the issue date of any Additional Securities. 


	3 	Insert if the Securities are subject to registration rights. 


  
 A-5










	3.	Paying Agent and Registrar 


Initially, Wilmington Trust, National Association (the “Trustee”) will act as Paying Agent and Registrar. The Issuers may
appoint and change any Paying Agent or Registrar without notice. The Company or any of its domestically incorporated Wholly Owned Subsidiaries may act as Paying Agent or Registrar. 

 

	4.	Indenture 

 The Issuers
issued the Securities under an Indenture dated as of May 11, 2012 (the “Indenture”), among the Issuers, the Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto
in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. In the event of any
conflict between the provisions of this Security and (a) the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Secured Notes Intercreditor Agreement or the
First-Priority Intercreditor Agreement, the Secured Notes Intercreditor Agreement or the First-Priority Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of
such Security Document shall govern and be controlling. 
 The Securities are senior secured obligations of the Issuers. This
Security is one of the Initial Securities referred to in the Indenture. The Securities include the Original Securities, any Additional Securities and any Exchange Securities issued in exchange for the Original Securities or any Additional Securities
pursuant to the Indenture. The Original Securities, any Additional Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and
its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and
distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The
Indenture also imposes limitations on the ability of the Issuers and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. 

To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers
under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally,
unconditionally guaranteed the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture. 

  
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	5.	Optional Redemption 


Except as set forth in the following three paragraphs, the Securities shall not be redeemable at the option of the Issuers prior to
January 15, 2015. On or after January 15, 2015, the Securities shall be redeemable at the option of the Issuers, in whole at any time or in part from time to time, upon not less than 30 nor more than 60 days’ prior notice mailed by
the Issuers by first-class mail to each Holder’s registered address, at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest and additional interest, if any, to the redemption date
(subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the periods set forth below: 

 

					
	 Period
	  	Redemption Price	 
	 January 15, 2015 through January 14, 2016
	  	 	108.813	% 
	 January 15, 2016 through January 14, 2017
	  	 	105.875	% 
	 January 15, 2017 through January 14, 2018
	  	 	102.938	% 
	 January 15, 2018 and thereafter
	  	 	100.000	% 

 In addition, prior to January 15, 2015, the Issuers may redeem the Securities at their option, in
whole at any time or in part from time to time, upon not less than 30 nor more than 60 days’ prior notice mailed by the Issuers by first-class mail to each Holder’s registered address, at a redemption price (expressed as a percentage of
principal amount thereof) equal to 100% of the principal amount of the Securities redeemed, plus the Applicable Premium as of, and accrued and unpaid interest and additional interest, if any, to, the applicable redemption date (subject to the right
of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date). 

Notwithstanding the foregoing, at any time and from time to time on or prior to January 15, 2015, the Issuers may redeem in the
aggregate up to 35% of the original aggregate principal amount of the Securities (calculated after giving effect to any issuance of Additional Securities), with the net cash proceeds of one or more Equity Offerings made after the Issue Date
(1) by the Company or (2) by any direct or indirect parent of the Company, in each case, to the extent the net cash proceeds thereof are contributed to the common equity capital of the Company or used to purchase Capital Stock (other than
Disqualified Stock) of the Company from it, at a redemption price equal to 111.75%, plus accrued and unpaid interest and additional interest, if any, to the redemption date (subject to the right of the Holders of record on the relevant record date
to receive interest due on the relevant interest payment date); provided, however, that at least 50% of the original aggregate principal amount of the Securities (calculated after giving effect to any issuance of Additional Securities)
must remain outstanding after each such redemption; and provided, further, that such redemption shall occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor


  
 A-7









 
more than 60 days’ notice mailed by the Issuers to each Holder being redeemed and otherwise in accordance with the procedures set forth in the Indenture. Notice of any redemption upon any
such Equity Offering may be given prior to the completion thereof, and any such redemption or notice may, at the Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related
Equity Offering. 
 In addition, at any time and from time to time prior to January 15, 2015, the Issuers may redeem during
each 12-month period commencing with the Issue Date up to 10% of the aggregate principal amount of the Securities issued under the Indenture, including any Additional Securities (but without duplication for Exchange Securities) at its option, from
time to time, upon not less than 30 nor more than 60 days’ prior notice mailed by the Issuers by first-class mail to each Holder’s registered address, at a redemption price equal to 103% of the principal amount of the Securities redeemed,
plus accrued and unpaid interest and additional interest, if any, to (but not including) the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date that is
on or prior to the redemption date). 
  

	6.	Mandatory Redemption 

 If
the Securities would, but for the application of the provision described in this paragraph, constitute “applicable high yield discount obligations” (“AHYDOs”) within the meaning of Section 163(i)(1) of the Code, and as a
result the Issuers would otherwise be subject to limitations on their deduction of interest in respect of the Securities pursuant to Section 163(e)(5) of the Code, then on the last day of each “accrual period” (as defined in Treasury
Regulations Section 1.1272-1(b)(1)(ii)) ending after the fifth anniversary of the “issue date” of the Securities for U.S. federal income tax purposes (each a “Special Mandatory Redemption Date”), the Issuers shall make a
mandatory prepayment of principal (any such prepayment a “Special Mandatory Redemption”) on each of the Securities, without premium or penalty, in an amount necessary to ensure that the Securities will not be treated as AHYDOs within the
meaning of Section 163(i)(1) of the Code together with accrued interest, if any, thereon to the date of redemption. Such mandatory prepayment will be applied against and reduce the amount due under the applicable Securities outstanding at such
time (and shall be treated by the Issuers and the Holders of the Securities first as a payment of accrued interest (original issue discount) on such Security for federal income tax purposes). The Holders of the Securities and the Issuers intend that
the Special Mandatory Redemptions be sufficient to prevent each Security from being treated as an AHYDO within the meaning of Section 163(i)(1) of the Code, and this provision shall be interpreted and applied in a manner consistent with such
intent. No partial redemption or repurchase of the Securities prior to each Special Mandatory Redemption Date pursuant to any other provisions of the Indenture will alter the Issuers’ obligation to make the Special Mandatory Redemption with
respect to any Securities that remain outstanding on each Special Mandatory Redemption Date. 
  

	7.	Sinking Fund 

 The
Securities are not subject to any sinking fund. 

  
 A-8










	8.	Notice of Redemption 


Notice of redemption will be mailed by first-class mail at least 30 days but not more than 60 days before the redemption date to each
Holder of Securities to be redeemed at his, her or its registered address. Securities in denominations larger than $2,000 may be redeemed in part but only in whole multiples of $1,000 in excess of $2,000. If money sufficient to pay the redemption
price of and accrued and unpaid interest on all Securities (or portions thereof) to be redeemed on the redemption date is deposited with a Paying Agent on or before the redemption date and certain other conditions are satisfied, on and after such
date, interest ceases to accrue on such Securities (or such portions thereof) called for redemption. 
  

	9.	Repurchase of Securities at the Option of the Holders upon Change of Control and Asset Sales 


Upon the occurrence of a Change of Control, each Holder shall have the right, subject to certain conditions specified in the Indenture, to
require the Issuers to repurchase all or any part of such Holder’s Securities, at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase (subject to the right
of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date), as provided in, and subject to the terms of, the Indenture. 

In accordance with Section 4.06 of the Indenture, the Issuers will be required to offer to purchase Securities upon the occurrence
of certain events. 
  

	10.	Ranking and Collateral 


These Securities and the Note Guarantees are secured by a security interest in the Collateral pursuant to certain Security Documents. The
Liens upon any and all Collateral securing the Note Obligations are, to the extent and in the manner provided in the Secured Notes Intercreditor Agreement, subordinate in ranking to all present and future First-Priority Liens and will be of equal
ranking with all present and future Liens securing Other Pari Passu Obligations as set forth in Article 10 of the Indenture and the Secured Notes Intercreditor Agreement and are, to the extent and in the manner provided in the Junior Lien
Intercreditor Agreement, senior in ranking to all present and future Liens securing Second-Lien Notes Obligations. 
  

	11.	Denominations; Transfer; Exchange 

 The Securities are in registered form, without coupons, in minimum denominations of $2,000 and any integral multiple of $1,000 in excess of $2,000. A Holder shall register the transfer of or exchange of
Securities in accordance with the Indenture. Upon any registration of transfer or exchange, the Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes
required by law or permitted by the Indenture. The Registrar need not register the transfer of or exchange any Securities selected for redemption (except, in the case of a Security to be redeemed in part, the portion of the Security not to be
redeemed) or to transfer or exchange any Securities for a period of 15 days prior to a selection of Securities to be redeemed. 

  
 A-9










	12.	Persons Deemed Owners 


The registered Holder of this Security shall be treated as the owner of it for all purposes. 

 

	13.	Unclaimed Money 

 If money
for the payment of principal or interest remains unclaimed for two years, the Trustee and a Paying Agent shall pay the money back to the Issuers at their written request unless an abandoned property law designates another Person. After any such
payment, the Holders entitled to the money must look to the Issuers for payment as general creditors and the Trustee and a Paying Agent shall have no further liability with respect to such monies. 

 

	14.	Discharge and Defeasance 


Subject to certain conditions, the Issuers at any time may terminate some of or all their obligations under the Securities and the
Indenture if the Issuers deposit with the Trustee money or U.S. Government Obligations for the payment of principal and interest on the Securities to redemption or maturity, as the case may be. 

 

	15.	Amendment; Waiver 


Subject to certain exceptions and the provisions of the Secured Notes Intercreditor Agreement, the Secured Notes Intercreditor Agreement,
the First-Priority Intercreditor Agreement, the Junior Lien Intercreditor Agreement, each Other Intercreditor Agreement and the Note Documents may be amended with the written consent of the Holders of at least a majority in aggregate principal
amount of the outstanding Securities and any past default or compliance with any provisions may be waived with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding. Subject to certain
exceptions set forth in the Indenture, without the consent of any Holder, the Issuers, Guarantors (as applicable) and the Trustee may amend the Secured Notes Intercreditor Agreement, the First-Priority Intercreditor Agreement, the Junior Lien
Intercreditor Agreement, each Other Intercreditor Agreement and the Note Documents (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to provide for the assumption by a Successor Company or Successor Co-Issuer of the
obligations of the Issuers under the Indenture and the Securities; (iii) to provide for the assumption by a Successor Guarantor of the obligations of a Guarantor under the Indenture and its Note Guarantee; (iv) to comply with Article 5 of
the Indenture; (v) to provide for uncertificated Securities in addition to or in place of certificated Securities (provided that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code;
(vi) to add additional assets as Collateral, (vii) to release Collateral from the Lien pursuant to the Indenture and the Security Documents when permitted or required by the Indenture or the Security Documents; (viii) except as
expressly permitted by the Indenture, to add additional Note Guarantees with respect to the Securities or to secure the Securities; (ix) to add additional covenants of the Issuers for the benefit of the Holders or to surrender any right or
power conferred in the Indenture upon the Issuers; (x) to comply with any requirement of the SEC in connection with qualifying, or maintaining the qualification of, the Indenture under the TIA; (xi) to make any change that does not
adversely affect the rights of any Holder; or (xii) to provide for the issuance of the Exchange 

  
 A-10









 
Securities or Additional Securities. In addition, without notice to or consent of any Holder, the Security Documents may be amended to reflect the addition of holders of additional Secured
Indebtedness to the extent the grant of Liens to secure such Indebtedness is permitted by the Indenture. 
  

	16.	Defaults and Remedies 

 If
an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Issuers or a Significant Subsidiary) with respect to the Securities and is continuing, the Trustee or the
Holders of at least 25% in principal amount of the outstanding Securities, in each case, by notice to the Issuers and a copy to the Trustee, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be
due and payable. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Issuers or a Significant Subsidiary
occurs, the principal of, premium, if any, and interest on all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a
majority in principal amount of the outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences. 
 If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders
unless such Holders have offered to the Trustee indemnity or security satisfactory to it against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if
any) or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Securities unless (i) such Holder has previously given the Trustee notice that an Event of Default is continuing, (ii) the Holders of at least
25% in principal amount of the outstanding Securities have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee security or indemnity satisfactory to it against any loss, liability or expense,
(iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities have not given
the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities are given the right to direct the time, method and place
of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee
determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its
sole discretion against all losses and expenses caused by taking or not taking such action. 
  

	17.	Trustee Dealings with the Issuers 

 Subject to certain limitations imposed by the TIA, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with and
collect obligations owed to it by the Issuers or their Affiliates and may otherwise deal with the Issuers or their Affiliates with the same rights it would have if it were not Trustee. 

  
 A-11










	18.	No Recourse Against Others 


No director, officer, employee, incorporator or holder of any Equity Interests in the Issuers or of any Guarantor or any direct or
indirect parent corporation, as such, shall have any liability for any obligations of the Issuers or the Guarantors under the Securities, the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation.
Each Holder of Securities by accepting a Security waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Securities. The waiver may not be effective to waive liabilities under the federal
securities laws. 
  

	19.	Authentication 

 This
Security shall not be valid until an authorized signatory of the Trustee (or an authenticating agent) manually signs the certificate of authentication on the other side of this Security. 

 

	20.	Abbreviations 

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

	21.	Governing Law 

 THIS
SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
  

	22.	CUSIP Numbers; ISINs 

 The
Issuers have caused CUSIP numbers and ISINs to be printed on the Securities and has directed the Trustee to use CUSIP numbers and ISINs in notices of redemption as a convenience to the Holders. No representation is made as to the accuracy of such
numbers either as printed on the Securities or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. 
 The Issuers will furnish to any Holder of Securities upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Security. 

  
 A-12









 ASSIGNMENT FORM 
 To assign this Security, fill in the form below: 
 I or we assign and transfer this Security to:

  
  

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

 
 (Insert assignee’s soc. sec.
or tax I.D. No.) 
 and irrevocably appoint
                                         agent to
transfer this Security on the books of the Issuers. The agent may substitute another to act for him. 
  

 
  

									
	Date:	 	  
	 		 	Your Signature:	 	  


  
  

 
 Sign exactly as your name appears on the other side
of this Security. 
  

							
	Signature Guarantee:	 		 	
				
	Date:	 	  
	 		 	  

	Signature must be guaranteed by a participant in a recognized signature guarantee medallion program or other signature guarantor program reasonably acceptable to the
Trustee	 		 	Signature of Signature Guarantee


  
 A-13









 CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR 

REGISTRATION OF TRANSFER RESTRICTED SECURITIES 
 This certificate relates to $             principal amount of Securities held in (check applicable space)      book-entry or
     definitive form by the undersigned. 
 The undersigned (check one box below): 

 

	 ̈	has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Security held by the Depository a Security or Securities in
definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Security (or the portion thereof indicated above); 


 

	 ̈	has requested the Trustee by written order to exchange or register the transfer of a Security or Securities. 


In connection with any transfer of any of the Securities evidenced by this certificate occurring prior to the expiration of the period referred to in
Rule 144(k) under the Securities Act, the undersigned confirms that such Securities are being transferred in accordance with its terms: 
 CHECK
ONE BOX BELOW 
  

					
	(1)	  	 ̈	  	to either of the Issuers; or
			
	(2)	  	 ̈	  	to the Registrar for registration in the name of the Holder, without transfer; or
			
	(3)	  	 ̈	  	pursuant to an effective registration statement under the Securities Act of 1933; or
			
	(4)	  	 ̈	  	inside the United States to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933) that purchases for its own account or for the
account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act of 1933; or
			
	(5)	  	 ̈	  	outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act in compliance with Rule 904 under the Securities Act of 1933 and
such Security shall be held immediately after the transfer through Euroclear or Clearstream until the expiration of the Restricted Period (as defined in the Indenture); or
			
	(6)	  	 ̈	  	to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act of 1933) that has furnished to the
Trustee a signed letter containing certain representations and agreements; or


  
 A-14










					
			
	(7)	  	 ̈	  	pursuant to another available exemption from registration provided by Rule 144 under the Securities Act of 1933.

 Unless one of the boxes is checked, the Trustee will refuse to register any of the Securities evidenced
by this certificate in the name of any Person other than the registered Holder thereof; provided, however, that if box (5), (6) or (7) is checked, the Issuers or the Trustee may require, prior to registering any such transfer
of the Securities, such legal opinions, certifications and other information as the Issuers or the Trustee have reasonably requested 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 of 1933. 
  

									
	Date:	 	  
	 		 	Your Signature:	 	  


  

							
	Signature Guarantee:	 		 	
				
	Date:	 	  
	 		 	  

	Signature must be guaranteed by a participant in a recognized signature guarantee medallion program or other signature guarantor program reasonably acceptable to the
Trustee	 		 	Signature of Signature Guarantee

  
  

  
 A-15









 TO BE COMPLETED BY PURCHASER IF (4) ABOVE IS CHECKED. 

The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it
exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule
144A and acknowledges that it has received such information regarding the Issuers as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the
undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. 
  

							
	Dated:	 	  
	 		 	  

		 		 		 	NOTICE: To be executed by an executive officer


  
 A-16









 [TO BE ATTACHED TO GLOBAL SECURITIES] 

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY 
 The initial principal amount of this Global Security is $            . The following increases or decreases in this Global Security have been
made: 
  

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

		  		  		  		  	


  
 A-17









 OPTION OF HOLDER TO ELECT PURCHASE 

If you want to elect to have this Security purchased by either of the Issuers pursuant to Section 4.06 (Asset Sale) or 4.08
(Change of Control) of the Indenture, check the box: 
  

			
	Asset Sale  ̈	  	Change of Control  ̈

 If you want to elect to have only part of this Security purchased by either of the Issuers pursuant to
Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, state the amount ($2,000 or an integral multiple of $1,000 in excess of $2,000): 
  

									
	$	 		 		 		 	
					
	Date:	 	  
	 		 	Your Signature:	 	  

		 		 		 		 	(Sign exactly as your name appears on the other side of this Security)

  

					
	Signature Guarantee:	  	  
	  	
		
	 Signature must be guaranteed by a participant in a recognized signature guarantee medallion program or other signature guarantor
program reasonably acceptable to the Trustee
	  	


  
 A-18









 EXHIBIT B 
 [FORM OF FACE OF EXCHANGE SECURITY] 
 [Global Securities Legend] 

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
(“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS 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. 
 TRANSFERS OF THIS GLOBAL SECURITY SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. 

  
 B-1










			
	No.	  	$            

 11.75% Secured Notes due 2019 
 CUSIP No.          
 ISIN
No.             
 VERSO PAPER HOLDINGS LLC, a Delaware limited
liability corporation, and VERSO PAPER INC., a Delaware corporation, jointly and severally promise to pay to [        ], or its registered assigns, the principal sum of
[            ] Dollars [, or such other amount as is listed on the Schedule of Increases or Decreases in Global Security attached hereto]4 on January 15, 2019. 

Interest Payment Dates: January 15 and July 15, commencing July 15, 2012. 

Record Dates: January 1 and July 1 
 Additional provisions of this Security are set forth on the other side of this Security. 
 IN WITNESS WHEREOF, the parties have caused this instrument to be duly executed. 
  

			
	VERSO PAPER HOLDINGS LLC
		
	By:	 	  

		 	Name:
		 	Title:
	
	VERSO PAPER INC.
		
	By:	 	  

		 	Name:
		 	Title:


 Dated: 

 

	4 	Use the Schedule of Increases and Decreases language if Security is in Global Form. 


  
 B-2










			
	 TRUSTEE’S CERTIFICATE OF
AUTHENTICATION

	
	 WILMINGTON TRUST, NATIONAL ASSOCIATION,
as Trustee, certifies that this is
one of the
Securities
referred to in the Indenture.



			
		
	By:	 	  

		 	Authorized Signatory
		
	Dated:	 	  


  

	*/	If the Security is to be issued in global form, add the Global Securities Legend and the attachment from Exhibit A captioned “TO BE ATTACHED TO GLOBAL SECURITIES -
SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY”. 


  
 B-3









 [FORM OF REVERSE SIDE OF EXCHANGE SECURITY] 

11.75% Secured Notes due 2019 
  

	1.	Interest 

 VERSO PAPER
HOLDINGS LLC, a Delaware limited liability corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the “Company”) and VERSO PAPER INC., a Delaware corporation and
wholly-owned subsidiary of the Company (“Finance Co.” and, together with the Company, the “Issuers”), jointly and severally promise to pay interest on the principal amount of this Security at the rate per annum shown above. The
Issuers shall pay interest semiannually on January 15 and July 15 of each year, commencing July 15, 2012 and at maturity. Interest on the Securities shall accrue from the most recent date to which interest has been paid or duly
provided for or, if no interest has been paid or duly provided for, from May 11, 2012 until the principal hereof is
due.5 Interest shall be computed on the basis of a 360-day
year of twelve 30-day months. The Issuers shall pay interest on overdue principal at the rate borne by the Securities, and they shall pay interest on overdue installments of interest at the same rate to the extent lawful. 

 

	2.	Method of Payment 

 The
Issuers shall pay interest on the Securities (except defaulted interest) to the Persons who are registered Holders at the close of business on the January 1 or July 1 next preceding the interest payment date even if Securities are canceled
after the record date and on or before the interest payment date (whether or not a Business Day). Holders must surrender Securities to the Paying Agent to collect principal payments. The Issuers shall pay principal, premium, if any, and interest in
money of the United States of America that at the time of payment is legal tender for payment of public and private debts. Payments in respect of the Securities represented by a Global Security (including principal, premium, if any, and interest)
shall be made by wire transfer of immediately available funds to the accounts specified by The Depository Trust Company or any successor depositary. The Issuers shall make all payments in respect of a certificated Security (including principal,
premium, if any, and interest) at the office of the Paying Agent, except that, at the option of the Issuers, payment of interest may be made by mailing a check to the registered address of each Holder thereof; provided, however, that
payments on the Securities may also be made, in the case of a Holder of at least $1,000,000 aggregate principal amount of Securities, by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder
elects payment by wire transfer by giving written notice to the Trustee or Paying Agent to such effect designating such account no later than 30 days immediately preceding the relevant due date for payment (or such other date as the Trustee may
accept in its discretion). 
  

	3.	Paying Agent and Registrar 


Initially, Wilmington Trust, National Association (the “Trustee”) will act as Paying Agent and Registrar. The Issuers may
appoint and change any Paying Agent or Registrar without notice. The Company or any of its domestically incorporated Wholly Owned Subsidiaries may act as Paying Agent or Registrar. 

 

	5 	To the extent necessary, interest may accrue from the issue date of any Additional Securities. 


  
 B-4










	4.	Indenture 

 The Issuers
issued the Securities under an Indenture dated as of May 11, 2012 (the “Indenture”), among the Issuers, the Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto
in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. In the event of any
conflict between the provisions of this Security and (a) the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling, (b) the provisions of the Secured Notes Intercreditor Agreement or the
First-Priority Intercreditor Agreement, the Secured Notes Intercreditor Agreement or the First-Priority Intercreditor Agreement (as applicable) shall govern and be controlling and (c) the provisions of any Security Document, the provisions of
such Security Document shall govern and be controlling. 
 The Securities are senior secured obligations of the Issuers. This
Security is one of the Initial Securities referred to in the Indenture. The Securities include the Original Securities, any Additional Securities and any Exchange Securities issued in exchange for the Original Securities or any Additional Securities
pursuant to the Indenture. The Original Securities, any Additional Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and
its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and
distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The
Indenture also imposes limitations on the ability of the Issuers and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. 

To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers
under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally,
unconditionally guaranteed the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture. 
  

	5.	Optional Redemption 


Except as set forth in the following three paragraphs, the Securities shall not be redeemable at the option of the Issuers prior to
January 15, 2015. On or after January 15, 2015, the Securities shall be redeemable at the option of the Issuers, in whole at any time or in part 

  
 B-5









 
from time to time, upon not less than 30 nor more than 60 days’ prior notice mailed by the Issuers by first-class mail to each Holder’s registered address, at the following redemption
prices (expressed as a percentage of principal amount), plus accrued and unpaid interest and additional interest, if any, to the redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on
the relevant interest payment date), if redeemed during the periods set forth below: 
  

					
	 Period
	  	Redemption Price	 
	 January 15, 2015 through January 14, 2016
	  	 	108.813	% 
	 January 15, 2016 through January 14, 2017
	  	 	105.875	% 
	 January 15, 2017 through January 14, 2018
	  	 	102.938	% 
	 January 15, 2018 and thereafter
	  	 	100.000	% 

 In addition, prior to January 15, 2015, the Issuers may redeem the Securities at their option, in
whole at any time or in part from time to time, upon not less than 30 nor more than 60 days’ prior notice mailed by the Issuers by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal
amount of the Securities redeemed, plus the Applicable Premium as of, and accrued and unpaid interest and additional interest, if any, to, the applicable redemption date (subject to the right of the Holders of record on the relevant record date to
receive interest due on the relevant interest payment date). 
 Notwithstanding the foregoing, at any time and from time to time
on or prior to January 15, 2015, the Issuers may redeem in the aggregate up to 35% of the original aggregate principal amount of the Securities (calculated after giving effect to any issuance of Additional Securities), with the net cash
proceeds of one or more Equity Offerings made after the Issue Date (1) by the Company or (2) by any direct or indirect parent of the Company, in each case, to the extent the net cash proceeds thereof are contributed to the common equity
capital of the Company or used to purchase Capital Stock (other than Disqualified Stock) of the Company from it, at a redemption price (expressed as a percentage of principal amount thereof) equal to 111.75%, plus accrued and unpaid interest and
additional interest, if any, to the redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 50% of the
original aggregate principal amount of the Securities (calculated after giving effect to any issuance of Additional Securities) must remain outstanding after each such redemption; and provided, further, that such redemption shall occur
within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days’ notice mailed by the Issuers to each Holder being redeemed and otherwise in accordance with the procedures set forth in
the Indenture. Notice of any redemption upon any such Equity Offering may be given prior to the completion thereof, and any such redemption or notice may, at the Issuers’ discretion, be subject to one or more conditions precedent, including,
but not limited to, completion of the related Equity Offering. 
 In addition, at any time and from time to time prior to
January 15, 2015, the Issuers may redeem during each 12-month period commencing with the Issue Date up to 10% of 

  
 B-6









 
the aggregate principal amount of the Securities issued under the Indenture, including any Additional Securities (but without duplication for Exchange Securities) at its option, from time to
time, upon not less than 30 nor more than 60 days’ prior notice mailed by the Issuers by first-class mail to each Holder’s registered address, at a redemption price equal to 103% of the principal amount of the Securities redeemed, plus
accrued and unpaid interest and additional interest, if any, to (but not including) the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date that is on
or prior to the redemption date). 
  

	6.	Mandatory Redemption 

 If
the Securities would, but for the application of the provision described in this paragraph, constitute “applicable high yield discount obligations” (“AHYDOs”) within the meaning of Section 163(i)(1) of the Code, and as a
result the Issuers would otherwise be subject to limitations on their deduction of interest in respect of the Securities pursuant to Section 163(e)(5) of the Code, then on the last day of each “accrual period” (as defined in Treasury
Regulations Section 1.1272-1(b)(1)(ii)) ending after the fifth anniversary of the “issue date” of the Securities for U.S. federal income tax purposes (each a “Special Mandatory Redemption Date”), the Issuers shall make a
mandatory prepayment of principal (any such prepayment a “Special Mandatory Redemption”) on each of the Securities, without premium or penalty, in an amount necessary to ensure that the Securities will not be treated as AHYDOs within the
meaning of Section 163(i)(1) of the Code together with accrued interest, if any, thereon to the date of redemption. Such mandatory prepayment will be applied against and reduce the amount due under the applicable Securities outstanding at such
time (and shall be treated by the Issuers and the Holders of the Securities first as a payment of accrued interest (original issue discount) on such Security for federal income tax purposes). The Holders of the Securities and the Issuers intend that
the Special Mandatory Redemptions be sufficient to prevent each Security from being treated as an AHYDO within the meaning of Section 163(i)(1) of the Code, and this provision shall be interpreted and applied in a manner consistent with such
intent. No partial redemption or repurchase of the Securities prior to each Special Mandatory Redemption Date pursuant to any other provisions of the Indenture will alter the Issuers’ obligation to make the Special Mandatory Redemption with
respect to any Securities that remain outstanding on each Special Mandatory Redemption Date. 
  

	7.	Sinking Fund 

 The
Securities are not subject to any sinking fund. 
  

	8.	Notice of Redemption 


Notice of redemption will be mailed by first-class mail at least 30 days but not more than 60 days before the redemption date to each
Holder of Securities to be redeemed at his, her or its registered address. Securities in denominations larger than $2,000 may be redeemed in part but only in whole multiples of $1,000 in excess of $2,000. If money sufficient to pay the redemption
price of and accrued and unpaid interest on all Securities (or portions thereof) to be redeemed on the redemption date is deposited with a Paying Agent on or before the redemption date and certain other conditions are satisfied, on and after such
date, interest ceases to accrue on such Securities (or such portions thereof) called for redemption. 

  
 B-7










	9.	Repurchase of Securities at the Option of the Holders upon Change of Control and Asset Sales 


Upon the occurrence of a Change of Control, each Holder shall have the right, subject to certain conditions specified in the Indenture, to
require the Issuers to repurchase all or any part of such Holder’s Securities, at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase (subject to the right
of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date), as provided in, and subject to the terms of, the Indenture. 

In accordance with Section 4.06 of the Indenture, the Issuers will be required to offer to purchase Securities upon the occurrence
of certain events. 
  

	10.	Ranking and Collateral 


These Securities and the Note Guarantees are secured by a security interest in the Collateral pursuant to certain Security Documents. The
Liens upon any and all Collateral securing the Note Obligations are, to the extent and in the manner provided in the Secured Notes Intercreditor Agreement, subordinate in ranking to all present and future First-Priority Liens and will be of equal
ranking with all present and future Liens securing Other Pari Passu Obligations as set forth in Article 10 of the Indenture and the Secured Notes Intercreditor Agreement and are, to the extent and in the manner provided in the Junior Lien
Intercreditor Agreement, senior in ranking to all present and future Liens securing Second-Lien Notes Obligations. 
  

	11.	Denominations; Transfer; Exchange 

 The Securities are in registered form, without coupons, in minimum denominations of $2,000 and any integral multiple of $1,000 in excess of $2,000. A Holder shall register the transfer of or exchange of
Securities in accordance with the Indenture. Upon any registration of transfer or exchange, the Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes
required by law or permitted by the Indenture. The Registrar need not register the transfer of or exchange any Securities selected for redemption (except, in the case of a Security to be redeemed in part, the portion of the Security not to be
redeemed) or to transfer or exchange any Securities for a period of 15 days prior to a selection of Securities to be redeemed. 
  

	12.	Persons Deemed Owners 


The registered Holder of this Security shall be treated as the owner of it for all purposes. 

 

	13.	Unclaimed Money 

 If money
for the payment of principal or interest remains unclaimed for two years, the Trustee and a Paying Agent shall pay the money back to the Issuers at their written request 

  
 B-8









 
unless an abandoned property law designates another Person. After any such payment, the Holders entitled to the money must look to the Issuers for payment as general creditors and the Trustee and
a Paying Agent shall have no further liability with respect to such monies. 
  

	14.	Discharge and Defeasance 


Subject to certain conditions, the Issuers at any time may terminate some of or all their obligations under the Securities and the
Indenture if the Issuers deposit with the Trustee money or U.S. Government Obligations for the payment of principal and interest on the Securities to redemption or maturity, as the case may be. 

 

	15.	Amendment; Waiver 


Subject to certain exceptions and the provisions of the Secured Notes Intercreditor Agreement, the Secured Notes Intercreditor Agreement,
the First-Priority Intercreditor Agreement, the Junior Lien Intercreditor Agreement, each Other Intercreditor Agreement and the Note Documents may be amended with the written consent of the Holders of at least a majority in aggregate principal
amount of the outstanding Securities and any past default or compliance with any provisions may be waived with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding. Subject to certain
exceptions set forth in the Indenture, without the consent of any Holder, the Issuers, Guarantors (as applicable) and the Trustee may amend the Secured Notes Intercreditor Agreement, the First-Priority Intercreditor Agreement, the Junior Lien
Intercreditor Agreement, each Other Intercreditor Agreement and the Note Documents (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to provide for the assumption by a Successor Company or Successor Co-Issuer of the
obligations of the Issuers under the Indenture and the Securities; (iii) to provide for the assumption by a Successor Guarantor of the obligations of a Guarantor under the Indenture and its Note Guarantee; (iv) to comply with Article 5 of
the Indenture; (v) to provide for uncertificated Securities in addition to or in place of certificated Securities (provided that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code;
(vi) to add additional assets as Collateral, (vii) to release Collateral from the Lien pursuant to the Indenture and the Security Documents when permitted or required by the Indenture or the Security Documents; (viii) except as
expressly permitted by the Indenture, to add additional Note Guarantees with respect to the Securities or to secure the Securities; (ix) to add additional covenants of the Issuers for the benefit of the Holders or to surrender any right or
power conferred in the Indenture upon the Issuers; (x) to comply with any requirement of the SEC in connection with qualifying, or maintaining the qualification of, the Indenture under the TIA; (xi) to make any change that does not
adversely affect the rights of any Holder; or (xii) to provide for the issuance of the Exchange Securities or Additional Securities. In addition, without notice to or consent of any Holder, the Security Documents may be amended to reflect the
addition of holders of additional Secured Indebtedness to the extent the grant of Liens to secure such Indebtedness is permitted by the Indenture. 
  

	16.	Defaults and Remedies 

 If
an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Issuers or a Significant Subsidiary) 

  
 B-9









 
with respect to the Securities and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities, in each case, by notice to the Issuers and a copy
to the Trustee, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be due and payable. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of
Default relating to certain events of bankruptcy, insolvency or reorganization of the Issuers or a Significant Subsidiary occurs, the principal of, premium, if any, and interest on all the Securities shall become immediately due and payable without
any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities may rescind any such acceleration with respect to the Securities and its
consequences. 
 If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of
the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee indemnity or security satisfactory to it against any loss, liability or expense and certain other conditions
are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Securities unless (i) such Holder has previously given
the Trustee notice that an Event of Default is continuing, (ii) the Holders of at least 25% in principal amount of the outstanding Securities have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the
Trustee security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the
Holders of a majority in principal amount of the outstanding Securities have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders of a majority in principal amount
of the outstanding Securities are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may
refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under
the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. 

 

	17.	Trustee Dealings with the Issuers 

 Subject to certain limitations imposed by the TIA, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with and
collect obligations owed to it by the Issuers or their Affiliates and may otherwise deal with the Issuers or their Affiliates with the same rights it would have if it were not Trustee. 

 

	18.	No Recourse Against Others 


No director, officer, employee, incorporator or holder of any Equity Interests in the Issuers or of any Guarantor or any direct or
indirect parent corporation, as such, shall have any liability for any obligations of the Issuers or the Guarantors under the Securities, the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their


  
 B-10









 
creation. Each Holder of Securities by accepting a Security waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Securities. The waiver
may not be effective to waive liabilities under the federal securities laws. 
  

	19.	Authentication 

 This
Security shall not be valid until an authorized signatory of the Trustee (or an authenticating agent) manually signs the certificate of authentication on the other side of this Security. 

 

	20.	Abbreviations 

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

	21.	Governing Law 

 THIS
SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
  

	22.	CUSIP Numbers; ISINs 

 The
Issuers have caused CUSIP numbers and ISINs to be printed on the Securities and has directed the Trustee to use CUSIP numbers and ISINs in notices of redemption as a convenience to the Holders. No representation is made as to the accuracy of such
numbers either as printed on the Securities or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. 
 The Issuers will furnish to any Holder of Securities upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Security. 

  
 B-11









 ASSIGNMENT FORM 
 To assign this Security, fill in the form below: 
 I or we assign and transfer this Security to:

  
  

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

 
 (Insert assignee’s soc. sec.
or tax I.D. No.) 
 and irrevocably appoint
                                         agent to
transfer this Security on the books of the Issuers. The agent may substitute another to act for him. 
  

 
  
  

									
	Date:	 	  
	 		 	Your Signature:	 	  


  
  

 
 Sign exactly as your name appears on the other side
of this Security. 
  

							
	Signature Guarantee:	 		 	
				
	Date:	 	  
	 		 	  

	Signature must be guaranteed by a participant in a recognized signature guarantee medallion program or other signature guarantor program reasonably acceptable to the
Trustee	 		 	Signature of Signature Guarantee


  
 B-12









 OPTION OF HOLDER TO ELECT PURCHASE 

If you want to elect to have this Security purchased by the Issuers pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of
Control) of the Indenture, check the box: 
  

			
	Asset Sale  ̈	  	Change of Control  ̈

 If you want to elect to have only part of this Security purchased by the Issuers pursuant to
Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, state the amount ($2,000 or an integral multiple of $1,000 in excess of $2,000): 
  

									
	$	 		 		 		 	
					
	Date:	 	  
	 		 	Your Signature:	 	  

		 		 		 		 	(Sign exactly as your name appears on the other side of this Security)

  

					
	Signature Guarantee:	 	  
	 	
		
	 Signature must be guaranteed by a participant in a recognized signature guarantee medallion program or other signature guarantor
program reasonably acceptable to the Trustee
	 	


  
 B-13









 [TO BE ATTACHED TO GLOBAL SECURITIES] 

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY 
 The initial principal amount of this Global Security is $            . The following increases or decreases in this Global Security have been
made: 
  

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

		  		  		  		  	


  
 B-14









 (2)   Do not delete; used to reset the auto numbering. 

EXHIBIT C 
 [FORM
OF] 
 TRANSFEREE LETTER OF REPRESENTATION 
 Verso Paper Holdings LLC 
 Verso Paper Inc. 

c/o Wilmington Trust, National Association 

Wilmington Trust, National Association 
 50 South
Sixth Street, Suite 1290 
 Minneapolis, MN 55402 
 Attention of: Corporate Capital Markets – Verso Paper Administrator 
 Facsimile:
(612) 217-5651 
 Ladies and Gentlemen: 
 This certificate is delivered to request a transfer of $[            ] principal amount of 11.75% Secured Notes due 2019 (the
“Securities”) of VERSO PAPER HOLDINGS LLC and VERSO PAPER INC. (together, the “Issuers”). 
 Upon transfer,
the Securities would be registered in the name of the new beneficial owner as follows: 
  

			
	Name:	 	  



			
		
	Address:	 	  



			
		
	Taxpayer ID Number:	 	  


 The undersigned represents and warrants to you that: 

1. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under
the Securities Act of 1933, as amended (the “Securities Act”)), purchasing for our own account or for the account of such an institutional “accredited investor” at least $100,000 principal amount of the Securities, and we are
acquiring the Securities not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act. We have such knowledge and experience in financial and business matters as to be capable of evaluating the
merits and risks of our investment in the Securities, and we invest in or purchase securities similar to the Securities in the normal course of our business. We, and any accounts for which we are acting, are each able to bear the economic risk of
our or its investment. 
 2. We understand that the Securities have not been registered under the Securities Act and, unless so
registered, may not be sold except as permitted in the following sentence. We agree on our own behalf and on behalf of any investor account for which we are purchasing Securities to offer, sell or otherwise transfer such Securities prior to the date
that is 

  
 C-1









 
two years after the later of the date of original issue and the last date on which either the Issuers or any affiliate of such Issuer was the owner of such Securities (or any predecessor thereto)
(the “Resale Restriction Termination Date”) only (a) in the United States to a person whom we reasonably believe is a qualified institutional buyer (as defined in rule 144A under the Securities Act) in a transaction meeting the
requirements of Rule 144A, (b) outside the United States in an offshore transaction in accordance with Rule 904 of Regulation S under the Securities Act, (c) pursuant to an exemption from registration under the Securities Act provided by
Rule 144 thereunder (if applicable) or (d) pursuant to an effective registration statement under the Securities Act, in each of cases (a) through (d) in accordance with any applicable securities laws of any state of the United States.
In addition, we will, and each subsequent holder is required to, notify any purchaser of the Security evidenced hereby of the resale restrictions set forth above. The foregoing restrictions on resale will not apply subsequent to the Resale
Restriction Termination Date. If any resale or other transfer of the Securities is proposed to be made to an institutional “accredited investor” prior to the Resale Restriction Termination Date, the transferor shall deliver a letter from
the transferee substantially in the form of this letter to the Issuers and the Trustee, which shall provide, among other things, that the transferee is an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2),
(3) or (7) of Regulation D under the Securities Act and that it is acquiring such Securities for investment purposes and not for distribution in violation of the Securities Act. Each purchaser acknowledges that the Issuers and the Trustee
reserve the right prior to the offer, sale or other transfer prior to the Resale Restriction Termination Date of the Securities pursuant to clause 2(b), 2(c) or 2(d) above to require the delivery of an opinion of counsel, certifications or other
information satisfactory to the Issuers and the Trustee. 
  

			
	Dated:	 	  


  

					
	TRANSFEREE:	 	  
	 	,


 
			
		
	By:	 	  




  
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 EXHIBIT D 
 [FORM OF SUPPLEMENTAL INDENTURE] 
 SUPPLEMENTAL INDENTURE (this “Supplemental
Indenture”) dated as of [                    ], among [GUARANTOR] (the “New Guarantor”), a subsidiary of VERSO PAPER HOLDINGS LLC (or
its successor), a Delaware limited liability corporation (the “Company”), the Company, VERSO PAPER INC., a Delaware corporation (“Finance Co.” and, together with the Company, the “Issuers”) and WILMINGTON TRUST,
NATIONAL ASSOCIATION, as trustee under the Indenture referred to below (the “Trustee”). 
 W I T N E S S E T H :

 WHEREAS the Issuers and the existing Guarantors have heretofore executed and delivered to the Trustee an indenture (as
amended, supplemented or otherwise modified, the “Indenture”) dated as of May 11, 2012, providing for the issuance of the Issuers’ 11.75% Secured Notes due 2019 (the “Securities”), initially in the aggregate principal
amount of $271,573,000; 
 WHEREAS Section 4.11 of the Indenture provides that under certain circumstances the Issuers are
required to cause the New Guarantor to execute and deliver to the Trustee a supplemental indenture pursuant to which the New Guarantor shall unconditionally guarantee all the Issuers’ obligations under the Securities pursuant to a Note
Guarantee on the terms and conditions set forth herein; and 
 WHEREAS pursuant to Section 9.01 of the Indenture, the
Trustee, the Issuers and the existing Guarantors are 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 New Guarantor, the Issuers and the Trustee mutually covenant and agree for the equal and ratable benefit of
the Holders of the Securities as follows: 
 1. Defined Terms. As used in this Supplemental Indenture, terms defined in
the Indenture or in the preamble or recital hereto are used herein as therein defined, except that the term “Holders” in this Supplemental Indenture shall refer to the term “Holders” as defined in the Indenture and the Trustee
acting on behalf of and for the benefit of such holders of Securities. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture
as a whole and not to any particular section hereof. 
 2. Agreement to Note Guarantee. The New Guarantor hereby agrees,
jointly and severally with all existing Guarantors (if any), to unconditionally guarantee the Issuers’ obligations under the Securities on the terms and subject to the conditions set forth in Article 12 of the Indenture and to be bound by all
other applicable provisions of the Indenture and the Securities and to perform all of the obligations and agreements of a Guarantor under the Indenture. 

  
 D-1









 3. Notices. All notices or other communications to the New Guarantor shall be given
as provided in Section 13.02 of the Indenture. 
 4. Ratification of Indenture; Supplemental Indentures Part of
Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of
the Indenture for all purposes, and every holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby. 
 5. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 

6. Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Supplemental
Indenture. 
 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. 
 8. Effect of Headings. The Section
headings herein are for convenience only and shall not effect the construction thereof. 

  
 D-2









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

			
	[NEW GUARANTOR]
		
	By:	 	  

		 	Name:
		 	Title:
	
	VERSO PAPER HOLDINGS LLC
		
	By:	 	  

		 	Name:
		 	Title:
	
	VERSO PAPER INC.
		
	By:	 	  

		 	Name:
		 	Title:
	
	WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE
		
	By:	 	  

		 	Name:
		 	Title:



  
 D-3