Indenture



  
 Exhibit 10.15

  
 EXECUTION COPY 
  

  
 K2 INC., 
  
 THE SUBSIDIARY GUARANTORS PARTIES 
 HERETO, 
  

AND 
  
 U.S. BANK NATIONAL ASSOCIATION 
  
 as Trustee 
  
 7 3/8% Senior Notes due 2014  
  

  
 INDENTURE 
  
 Dated as of July 1, 2004  

 

  








  
 CROSS-REFERENCE TABLE

  

					
	 TIA
Section

	 	 	  	Indenture
Section


	 310(a)(1)
	 	 	  	7.10
	       (a)(2)
	 	 	  	7.10
	       (a)(3)
	 	 	  	N.A.
	       (a)(4)
	 	 	  	N.A.
	       (b)
	 	 	  	7.8; 7.10
	       (c)
	 	 	  	N.A.
	 311(a)
	 	 	  	7.11
	       (b)
	 	 	  	7.11
	       (c)
	 	 	  	N.A.
	 312(a)
	 	 	  	2.5
	       (b)
	 	 	  	11.3
	       (c)
	 	 	  	11.3
	 313(a)
	 	 	  	7.6
	       (b)(1)
	 	 	  	N.A.
	       (b)(2)
	 	 	  	7.6
	       (c)
	 	 	  	7.6
	       (d)
	 	 	  	7.6
	 314(a)
	 	 	  	3.2; 11.2
	       (b)
	 	 	  	N.A.
	       (c)(1)
	 	 	  	11.4
	       (c)(2)
	 	 	  	11.4
	       (c)(3)
	 	 	  	N.A.
	       (d)
	 	 	  	N.A.
	       (e)
	 	 	  	11.5
	       (f)
	 	 	  	3.10
	 315(a)
	 	 	  	7.1
	       (b)
	 	 	  	7.5; 11.2
	       (c)
	 	 	  	7.1
	       (d)
	 	 	  	7.1
	       (e)
	 	 	  	6.11
	 316(a)(last sentence)
	 	 	  	11.6
	       (a)(1)(A)
	 	 	  	6.5
	       (a)(1)(B)
	 	 	  	6.4
	       (a)(2)
	 	 	  	N.A.
	       (b)
	 	 	  	6.7
	 317(a)(1)
	 	 	  	6.8
	       (a)(2)
	 	 	  	6.9
	       (b)
	 	 	  	2.4
	 318(a)
	 	 	  	11.1
	 N.A. means Not Applicable.
	  	 



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

  

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 TABLE OF CONTENTS

  

					
	 	  	 	  	Page


		
	 ARTICLE I Definitions and Incorporation by Reference
	  	1
			
	 SECTION 1.1.
	  	 Definitions
	  	1
	 SECTION 1.2.
	  	 Incorporation by Reference of Trust Indenture Act
	  	29
	 SECTION 1.3.
	  	 Rules of Construction
	  	30
		
	 ARTICLE II The Notes
	  	30
			
	 SECTION 2.1.
	  	 Form, Dating and Terms
	  	30
	 SECTION 2.2.
	  	 Execution and Authentication
	  	39
	 SECTION 2.3.
	  	 Registrar and Paying Agent
	  	40
	 SECTION 2.4.
	  	 Paying Agent To Hold Money in Trust
	  	40
	 SECTION 2.5.
	  	 Noteholder Lists
	  	41
	 SECTION 2.6.
	  	 Transfer and Exchange
	  	41
	 SECTION 2.7.
	  	 Form of Certificate to be Delivered in Connection with Transfers to Institutional Accredited Investors
	  	44
	 SECTION 2.8.
	  	 Form of Certificate to be Delivered in Connection with Transfers Pursuant to Regulation S
	  	46
	 SECTION 2.9.
	  	 Mutilated, Destroyed, Lost or Stolen Notes
	  	47
	 SECTION 2.10.
	  	 Outstanding Notes
	  	48
	 SECTION 2.11.
	  	 Temporary Notes
	  	48
	 SECTION 2.12.
	  	 Cancellation
	  	48
	 SECTION 2.13.
	  	 Payment of Interest; Defaulted Interest
	  	49
	 SECTION 2.14.
	  	 Computation of Interest
	  	50
	 SECTION 2.15.
	  	 CUSIP Numbers
	  	50
		
	 ARTICLE III Covenants
	  	50
			
	 SECTION 3.1.
	  	 Payment of Notes
	  	50
	 SECTION 3.2.
	  	 SEC Reports
	  	51
	 SECTION 3.3.
	  	 Limitation on Indebtedness
	  	51
	 SECTION 3.4.
	  	 Limitation on Restricted Payments
	  	56
	 SECTION 3.5.
	  	 Limitation on liens
	  	61
	 SECTION 3.6.
	  	 Limitation on Sale/Leaseback Transactions
	  	61
	 SECTION 3.7.
	  	 Limitation on Restrictions on Distributions from Restricted Subsidiaries
	  	62
	 SECTION 3.8.
	  	 Limitation on Sales of Assets and Subsidiary Stock
	  	63
	 SECTION 3.9.
	  	 Limitation on Transactions with Affiliates
	  	66

  

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	 SECTION 3.10.
	  	 Change of Control
	  	67
	 SECTION 3.11.
	  	 Future Subsidiary Guarantors
	  	69
	 SECTION 3.12.
	  	 Limitation on Lines of Business
	  	70
	 SECTION 3.13.
	  	 Payments for Consent
	  	70
	 SECTION 3.14.
	  	 Limitation on Sale of Capital Stock of Restricted Subsidiaries
	  	70
	 SECTION 3.15.
	  	 Effectiveness of Covenants
	  	71
	 SECTION 3.16.
	  	 Maintenance of Office or Agency
	  	71
	 SECTION 3.17.
	  	 Money for Note Payments to Be Held in Trust
	  	72
	 SECTION 3.18.
	  	 Corporate Existence
	  	73
	 SECTION 3.19.
	  	 Payment of Taxes and Other Claims
	  	73
	 SECTION 3.20.
	  	 Maintenance of Properties
	  	73
	 SECTION 3.21.
	  	 Compliance with Laws
	  	74
	 SECTION 3.22.
	  	 Compliance Certificate
	  	74
	 SECTION 3.23.
	  	 Additional Interest Notices
	  	74
		
	 ARTICLE IV Successor Company and Successor Subsidiary Guarantor
	  	74
			
	 SECTION 4.1.
	  	 Merger and Consolidation
	  	74
		
	 ARTICLE V Redemption of Notes
	  	76
			
	 SECTION 5.1.
	  	 Optional Redemption
	  	76
	 SECTION 5.2.
	  	 Applicability of Article
	  	76
	 SECTION 5.3.
	  	 Election to Redeem; Notice to Trustee
	  	76
	 SECTION 5.4.
	  	 Selection by Trustee of Notes to Be Redeemed
	  	76
	 SECTION 5.5.
	  	 Notice of Redemption
	  	77
	 SECTION 5.6.
	  	 Deposit of Redemption Price
	  	78
	 SECTION 5.7.
	  	 Notes Payable on Redemption Date
	  	78
	 SECTION 5.8.
	  	 Notes Redeemed in Part
	  	78
	 SECTION 5.9.
	  	 Mandatory Special Redemption
	  	79
		
	 ARTICLE VI Defaults and Remedies
	  	79
			
	 SECTION 6.1.
	  	 Events of Default
	  	79
	 SECTION 6.2.
	  	 Acceleration
	  	82
	 SECTION 6.3.
	  	 Other Remedies
	  	82
	 SECTION 6.4.
	  	 Waiver of Past Defaults
	  	82
	 SECTION 6.5.
	  	 Control by Majority
	  	83
	 SECTION 6.6.
	  	 Limitation on Suits
	  	83
	 SECTION 6.7.
	  	 Rights of Holders to Receive Payment
	  	83

  

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	 SECTION 6.8.
	  	 Collection Suit by Trustee
	  	84
	 SECTION 6.9.
	  	 Trustee May File Proofs of Claim
	  	84
	 SECTION 6.10.
	  	 Priorities
	  	84
	 SECTION 6.11.
	  	 Undertaking for Costs
	  	84
		
	 ARTICLE VII Trustee
	  	85
			
	 SECTION 7.1.
	  	 Duties of Trustee
	  	85
	 SECTION 7.2.
	  	 Rights of Trustee
	  	86
	 SECTION 7.3.
	  	 Individual Rights of Trustee
	  	87
	 SECTION 7.4.
	  	 Trustee’s Disclaimer
	  	88
	 SECTION 7.5.
	  	 Notice of Defaults
	  	88
	 SECTION 7.6.
	  	 Reports by Trustee to Holders
	  	88
	 SECTION 7.7.
	  	 Compensation and Indemnity
	  	88
	 SECTION 7.8.
	  	 Replacement of Trustee
	  	89
	 SECTION 7.9.
	  	 Successor Trustee by Merger
	  	90
	 SECTION 7.10.
	  	 Eligibility; Disqualification
	  	90
	 SECTION 7.11.
	  	 Preferential Collection of Claims Against Company
	  	90
		
	 ARTICLE VIII Discharge of Indenture; Defeasance
	  	90
			
	 SECTION 8.1.
	  	 Discharge of Liability on Notes; Defeasance
	  	90
	 SECTION 8.2.
	  	 Conditions to Defeasance
	  	92
	 SECTION 8.3.
	  	 Application of Trust Money
	  	93
	 SECTION 8.4.
	  	 Repayment to Company
	  	93
	 SECTION 8.5.
	  	 Indemnity for U.S. Government Obligations
	  	94
	 SECTION 8.6.
	  	 Reinstatement
	  	94
		
	 ARTICLE IX Amendments
	  	94
			
	 SECTION 9.1.
	  	 Without Consent of Holders
	  	94
	 SECTION 9.2.
	  	 With Consent of Holders
	  	95
	 SECTION 9.3.
	  	 Compliance with Trust Indenture Act
	  	96
	 SECTION 9.4.
	  	 Revocation and Effect of Consents and Waivers
	  	96
	 SECTION 9.5.
	  	 Notation on or Exchange of Notes
	  	97
	 SECTION 9.6.
	  	 Trustee To Sign Amendments
	  	97
		
	 ARTICLE X Subsidiary Guarantees
	  	97
			
	 SECTION 10.1.
	  	 Guarantees
	  	97
	 SECTION 10.2.
	  	 Limitation on Liability; Termination, Release and Discharge
	  	99

  

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	 SECTION 10.3.
	  	 Right of Contribution
	  	100
	 SECTION 10.4.
	  	 No Subrogation
	  	100
	 SECTION 10.5.
	  	 Execution and Delivery of Subsidiary Guarantee
	  	100
		
	 ARTICLE XI Miscellaneous
	  	101
			
	 SECTION 11.1.
	  	 Trust Indenture Act Controls
	  	101
	 SECTION 11.2.
	  	 Notices
	  	101
	 SECTION 11.3.
	  	 Communication by Holders with other Holders
	  	102
	 SECTION 11.4.
	  	 Certificate and Opinion as to Conditions Precedent
	  	102
	 SECTION 11.5.
	  	 Statements Required in Certificate or Opinion
	  	102
	 SECTION 11.6.
	  	 When Notes Disregarded
	  	103
	 SECTION 11.7.
	  	 Rules by Trustee, Paying Agent and Registrar
	  	103
	 SECTION 11.8.
	  	 Legal Holidays
	  	103
	 SECTION 11.9.
	  	 Governing Law
	  	103
	 SECTION 11.10.
	  	 No Recourse Against Others
	  	103
	 SECTION 11.11.
	  	 Successors
	  	103
	 SECTION 11.12.
	  	 Multiple Originals
	  	103
	 SECTION 11.13.
	  	 Variable Provisions
	  	103
	 SECTION 11.14.
	  	 Qualification of Indenture
	  	103
	 SECTION 11.15.
	  	 Table of Contents; Headings
	  	104

  
 EXHIBITS

  

			
	 EXHIBIT A
	  	Form of the Series A Note
	 EXHIBIT B
	  	Form of the Series B Note
	 EXHIBIT C
	  	Form of Notation of Guarantee
	 EXHIBIT D
	  	Form of Indenture Supplement to Add Subsidiary Guarantors

  

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 INDENTURE dated as of July
1, 2004 among K2 Inc., a Delaware corporation (the “Company”), the Subsidiary Guarantors (as defined herein) and U.S. Bank National Association, as trustee (the “Trustee”). 
  
 Recitals Of The Company 
  
 The Company has duly authorized the execution and delivery of this Indenture
to provide for the issuance of (i) the Company’s 7 3/8% Senior Notes, Series A, due 2014, issued on the
Issue Date (the “Initial Notes”) and the guarantee thereof by the Subsidiary Guarantors, (ii) if and when issued, an unlimited principal amount of additional 7 3/8% Senior Notes, Series A, due 2014 that may be offered from time to time subsequent to the Issue Date in a non-registered offering or 7 3/8% Senior Notes, Series B, due 2014 in a registered offering of the Company that may be offered from time to time
subsequent to the Issue Date (the “Additional Notes”) and the guarantee thereof by certain of the Company’s Subsidiaries and (iii) if and when issued, the Company’s 7 3/8% Senior Notes, Series B, due 2014 and the guarantees thereof by certain of the Company’s Subsidiaries that may be issued from time to time in
exchange for Initial Notes or Additional Notes pursuant to a Registration Rights Agreement (as hereinafter defined the “Exchange Notes” and together with the Initial Notes and Additional Notes, the “Notes”).
$200,000,000 in aggregate principal amount of Notes shall be initially issued on the date hereof. 
  
 Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of the Notes: 
  
 ARTICLE I 
  
 Definitions and Incorporation by Reference 
  
 SECTION 1.1. Definitions. 
  
 “Acquired Indebtedness” means Indebtedness (i) of a Person or any of its Subsidiaries existing at the time such Person becomes a
Restricted Subsidiary or (ii) assumed in connection with the acquisition of assets from such Person, in each case whether or not Incurred by such Person in connection with, or in anticipation or contemplation of, such Person becoming a Restricted
Subsidiary or such acquisition. Acquired Indebtedness shall be deemed to have been Incurred, with respect to clause (i) of the preceding sentence, on the date such Person becomes a Restricted Subsidiary and, with respect to clause (ii) of the
preceding sentence, on the date of consummation of such acquisition of assets. 
  
 “Additional Assets” means (i) any property or assets (other than Indebtedness and Capital Stock) to be used by the Company or a Restricted Subsidiary in a Related Business; (ii) the Capital Stock of a
Person that becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by the Company or a Restricted Subsidiary; or (iii) Capital Stock constituting a minority interest in any Person that at such time is a Restricted
Subsidiary; provided, however, that, in the case of clauses (ii) and (iii), such Restricted Subsidiary is primarily engaged in a Related Business. 
  









 “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 the purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies
of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing; provided that
beneficial ownership of 10% or more of the Voting Stock of a Person shall be deemed to be control if such beneficial ownership is accompanied by one or more designees on the board of directors (or equivalent governing body) of such Person or the
right to nominate one or more designees to such board of directors (or equivalent governing body). 
  
 “Applicable Premium” means, with respect to a Note at any redemption date, the greater of (i) 1.0% of the outstanding principal amount of
such Note and (ii) the excess of (A) the present value at such time of (1) the redemption price of such Note at July 1, 2009 (such redemption price being described in paragraph 5 of the form of Notes set forth in Exhibit A and Exhibit B hereto) plus
(2) all required interest payments due on such Note through July 1, 2009, computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points, over (B) the then outstanding principal amount of such Note.

  
 “Asset Disposition” means any direct or
indirect sale, lease (other than an operating lease entered into in the ordinary course of business), transfer, issuance or other disposition, or a series of related sales, leases, transfers, issuances or dispositions that are part of a common plan,
of shares of Capital Stock of a Subsidiary (other than directors’ qualifying shares), property or other assets (each referred to for the purposes of this definition as a “disposition”) by the Company or any of its Restricted
Subsidiaries, including any disposition by means of a merger, consolidation or similar transaction. 
  
 Notwithstanding the preceding, the following items shall not be deemed to be Asset Dispositions: (i) a disposition by a Restricted Subsidiary to the
Company or by the Company to a Wholly-Owned Subsidiary or by a Restricted Subsidiary to another Restricted Subsidiary; provided that in the case of a sale by a Restricted Subsidiary to another Restricted Subsidiary, the Company directly or
indirectly owns an equal or greater percentage of the Common Stock of the transferee than of the transferor; (ii) the sale of Cash Equivalents in the ordinary course of business; (iii) a disposition of inventory in the ordinary course of business;
(iv) a disposition of obsolete or worn out equipment or equipment that is no longer useful in the conduct of the business of the Company and its Restricted Subsidiaries and that is disposed of in each case in the ordinary course of business; (v)
transactions permitted under Article IV; (vi) an issuance of Capital Stock by a Restricted Subsidiary to the Company or to a Wholly-Owned Subsidiary; (vii) for purposes of Section 3.8 only, the making of a Permitted Investment or a
disposition subject to Section 3.4; (viii) dispositions of assets in a single transaction or series of related transactions with an aggregate fair market value in any calendar year of less than $2.5 million (with unused amounts in any
calendar year being carried over to the next succeeding calendar year subject to a maximum of $5.0 million in such next succeeding fiscal year); (ix) dispositions in connection with Permitted Liens; (x) dispositions of receivables in connection with
the compromise, settlement or collection thereof in the ordinary course of business or in 

  

 2 








 
bankruptcy or similar proceedings and exclusive of factoring or similar arrangements; (xi) the licensing or sublicensing of intellectual property or other
general intangibles and licenses, leases or subleases of other property in the ordinary course of business which do not materially interfere with the business of the Company and its Restricted Subsidiaries; (xii) foreclosure on assets; and (xiii)
any release of claims or rights in the ordinary course of business in connection with the loss or settlement of a bona fide lawsuit, dispute or controversy. 
  
 “Attributable Indebtedness” in respect of a Sale/Leaseback Transaction means, as at the time of
determination, the present value (discounted at the interest rate borne by the Notes, compounded semi-annually) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale/Leaseback
Transaction (including any period for which such lease has been extended). 
  
 “Average Life” means, as of the date of determination, with respect to any Indebtedness or Preferred Stock, the quotient obtained by dividing (i) the sum of the products of the numbers of years from
the date of determination to the dates of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Preferred Stock multiplied by the amount of such payment by (ii) the sum of all such
payments. 
  
 “Bankruptcy Law” means Title 11 of
the United States Code or any similar federal or state law for the relief of debtors. 
  
 “Board of Directors” means, as to any Person, the board of directors of such Person or any duly authorized committee thereof. 
  
 “Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of a
company to have been duly adopted by the Board of Directors of such company and to be in full force and effect on the date of such certification, and delivered to the Trustee. 
  
 “Borrowing Base” means, as of the date of determination, an amount equal to the sum, without duplication of
(i) 85% of the net book value of the Company’s and its Restricted Subsidiaries’ accounts receivable at such date and (ii) 65% of the net book value of the Company’s and its Restricted Subsidiaries’ inventories at such date. Net
book value shall be determined in accordance with GAAP and shall be that reflected on the most recent available balance sheet (it being understood that the accounts receivable and inventories of an acquired business or Person may be included if such
acquisition has been completed on or prior to the date of determination). 
  
 “Business Day” means each day that is not a Saturday, Sunday or other day on which banking institutions in New York, New York are authorized or required by law to close. 
  
 “Capital Stock” of any Person means any and all shares,
interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however 

  

 3 








 
designated) equity of such Person, including any Preferred Stock, but excluding any debt securities convertible into such equity. 
  
 “Capitalized Lease Obligations” means an obligation that is
required to be classified and accounted for as a capitalized lease for financial reporting purposes in accordance with GAAP, and the amount of Indebtedness represented by such obligation shall be the capitalized amount of such obligation at the time
any determination thereof is to be made as determined in accordance with GAAP, and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date such lease may be
terminated without penalty. 
  
 “Cash
Equivalents” means: (i) securities issued or directly and fully guaranteed or insured by the U.S. Government or any agency or instrumentality of the U.S. (provided that the full faith and credit of the U.S. is pledged in support
thereof), having maturities of not more than one year from the date of acquisition; (ii) marketable general obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality
thereof maturing within one year from the date of acquisition (provided that the full faith and credit of the U.S. is pledged in support thereof) and, at the time of acquisition, having a credit rating of “A” or better from either
S&P or Moody’s; (iii) certificates of deposit, time deposits, eurodollar time deposits, overnight bank deposits or bankers’ acceptances having maturities of not more than one year from the date of acquisition thereof issued by any
commercial bank the long-term debt of which is rated at the time of acquisition thereof at least “A” or the equivalent thereof by S&P, or “A” or the equivalent thereof by Moody’s, and having combined capital and surplus
in excess of $250 million; (iv) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (i), (ii) and (iii) entered into with any bank meeting the qualifications specified in clause
(iii) above; (v) commercial paper rated at the time of acquisition thereof at least “A-2” or the equivalent thereof by S&P or “P-2” or the equivalent thereof by Moody’s, or carrying an equivalent rating by a nationally
recognized rating agency, if both of the two named rating agencies cease publishing ratings of investments, and in any case maturing within one year after the date of acquisition thereof; (vi) interests in any investment company or money market fund
which invests 95% or more of its assets in instruments of the type specified in clauses (i) through (v) above; and (vii) foreign equivalents of the items described in clauses (i) through (vi) above. 
  
 “Change of Control” means: 
  
 (1) any “person” or “group” of related persons (as such
terms are used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that such person or group shall be deemed to have “beneficial ownership”
of all shares that any such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 35% of the total voting power of the Voting Stock of the
Company (or its successor by merger, consolidation or purchase of all or substantially all of its assets) (for the purposes of this clause, such person or group shall be deemed to beneficially own any Voting Stock of the Company held by a parent
entity, if such person or group “beneficially 

  

 4 








 
owns” (as defined above), directly or indirectly, more than 35% of the voting power of the Voting Stock of such parent entity); or 
  
 (2) the first day on which a majority of the members of the Board of
Directors of the Company are not Continuing Directors; or 
  
 (3)
the sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of the Company and its Restricted Subsidiaries taken as
a whole to any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act); or 
  
 (4) the adoption by the stockholders of the Company of a plan or proposal for the liquidation or dissolution of the Company. 
  
 “Clearstream” means Clearstream Banking,
société anonyme, or any successor securities clearing agency. 
  
 “Code” means the Internal Revenue Code of 1986, as amended. 
  
 “Common Stock” means with respect to any Person, any and all shares, interest or other participations in, and other equivalents (however
designated and whether voting or nonvoting) of such Person’s common stock whether or not outstanding on the Issue Date, and includes, without limitation, all series and classes of such common stock. 
  
 “Consolidated Coverage Ratio” means as of any date of
determination, with respect to any Person, the ratio of (x) the aggregate amount of Consolidated EBITDA of such Person for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination for which
financial statements are in existence to (y) Consolidated Interest Expense for such four fiscal quarters, provided, however, that: 
  
 (1) if the Company or any Restricted Subsidiary: 
  
 (a) has Incurred any Indebtedness since the beginning of such period that remains outstanding on such date of determination or if the
transaction giving rise to the need to calculate the Consolidated Coverage Ratio is an Incurrence of Indebtedness, Consolidated EBITDA and Consolidated Interest Expense for such period shall be calculated after giving effect on a pro forma basis to
such Indebtedness as if such Indebtedness had been Incurred on the first day of such period (except that in making such computation, the amount of Indebtedness under any revolving credit facility outstanding on the date of such calculation shall be
deemed to be (i) the average daily balance of such Indebtedness during such four fiscal quarters or such shorter period for which such facility was outstanding or (ii) if such facility was created after the end of such four fiscal quarters, the
average daily balance of such Indebtedness during the period from the date of creation of such facility to the date of such calculation) and the discharge of any other Indebtedness repaid, repurchased, defeased or otherwise 

  

 5 








 
discharged with the proceeds of such new Indebtedness as if such discharge had occurred on the first day of such period; or 
  
 (b) has repaid, repurchased, defeased or otherwise
discharged any Indebtedness since the beginning of the period that is no longer outstanding on such date of determination or if the transaction giving rise to the need to calculate the Consolidated Coverage Ratio involves a discharge of Indebtedness
(in each case other than Indebtedness Incurred under any revolving credit facility unless such Indebtedness has been permanently repaid and the related commitment terminated), Consolidated EBITDA and Consolidated Interest Expense for such period
shall be calculated after giving effect on a pro forma basis to such discharge of such Indebtedness, including with the proceeds of such new Indebtedness, as if such discharge had occurred on the first day of such period; 
  
 (2) if since the beginning of such period the Company or any Restricted
Subsidiary shall have made any Asset Disposition or disposed of any company, division, operating unit, segment, business, group of related assets or line of business or if the transaction giving rise to the need to calculate the Consolidated
Coverage Ratio is such an Asset Disposition: 
  
 (a) the Consolidated EBITDA for such period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) directly attributable to the assets which are the subject of such Asset Disposition for such period or increased by an
amount equal to the Consolidated EBITDA (if negative) directly attributable thereto for such period; and 
  
 (b) Consolidated Interest Expense for such period shall be reduced by an amount equal to the Consolidated Interest Expense directly
attributable to any Indebtedness of the Company or any Restricted Subsidiary repaid, repurchased, defeased or otherwise discharged with respect to the Company and its continuing Restricted Subsidiaries in connection with such Asset Disposition for
such period (or, if the Capital Stock of any Restricted Subsidiary is sold, the Consolidated Interest Expense for such period directly attributable to the Indebtedness of such Restricted Subsidiary to the extent the Company and its continuing
Restricted Subsidiaries are no longer liable for such Indebtedness after such sale); 
  
 (3) if since the beginning of such period any Person has become a Restricted Subsidiary or is merged with or into the Company, or the Company or any Restricted Subsidiary has acquired assets, including any acquisition
of assets occurring in connection with a transaction causing a calculation to be made hereunder, which constitute all or substantially all of a company, division, operating unit, segment, business, group of related assets or line of business,
Consolidated EBITDA and Consolidated Interest Expense for such period shall be calculated after giving pro forma effect thereto (including the Incurrence of any Indebtedness) as if such Person became a Restricted Subsidiary, or acquisition occurred,
on the first day of such period; and 
  

 6 








 (4) 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 Incurred any Indebtedness or discharged any Indebtedness, made any Asset Disposition or any Investment or acquisition of assets that
would have required an adjustment pursuant to clause (2) or (3) above if made by the Company or a Restricted Subsidiary during such period, Consolidated EBITDA and Consolidated Interest Expense for such period shall be calculated after giving pro
forma effect thereto as if such Asset Disposition or Investment or acquisition of assets occurred on the first day of such period. 
  
 For purposes of this definition, whenever pro forma effect is to be given to any calculation under this definition, the pro forma calculations shall be
determined in good faith by a responsible financial or accounting officer of the Company (including pro forma expense and cost reductions calculated on a basis consistent with Regulation S-X under the Securities Act). If any Indebtedness bears a
floating rate of interest and is being given pro forma effect, the interest expense on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into
account any Interest Rate Agreement applicable to such Indebtedness if such Interest Rate Agreement has a remaining term in excess of 12 months). If any Indebtedness that is being given pro forma effect bears an interest rate at the option of the
Company, the interest rate shall be calculated by applying such optional rate chosen by the Company. 
  
 “Consolidated EBITDA” for any period means, without duplication, the Consolidated Net Income for such period, plus the following to the
extent deducted in calculating such Consolidated Net Income: 
  
 (1) Consolidated Interest Expense; 
  
 (2) Consolidated
Income Taxes; 
  
 (3) consolidated depreciation expense;

  
 (4) consolidated amortization expense or impairment charges
recorded in connection with the application of Financial Accounting Standard No. 142 “Goodwill and Other Intangibles”; 
  
 (5) other non-cash charges reducing Consolidated Net Income (excluding any such non-cash charge to the extent it represents an accrual of or reserve for
cash charges in any future period or amortization of a prepaid cash expense that was paid in a prior period not included in the calculation); and 
  
 (6) expenses and charges related to any equity offering or incurrence of Indebtedness permitted to be Incurred or made by this Indenture. 
  

 7 








 Notwithstanding the preceding sentence, clauses (2) through (6) relating to amounts of a Restricted
Subsidiary of a Person shall be added to Consolidated Net Income to compute Consolidated EBITDA of such Person only to the extent (and in the same proportion) that the net income (loss) of such Restricted Subsidiary was included in calculating the
Consolidated Net Income of such Person and, to the extent the amounts set forth in clauses (2) through (6) are in excess of those necessary to offset a net loss of such Restricted Subsidiary or if such Restricted Subsidiary has net income for such
period included in Consolidated Net Income, only if a corresponding amount would be permitted at the date of determination to be dividended to the Company by such Restricted Subsidiary without prior approval (that has not been obtained), pursuant to
the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to that Restricted Subsidiary or its stockholders. 
  
 “Consolidated Income Taxes” means, with respect to any
Person for any period, taxes imposed upon such Person or other payments required to be made by such Person by any governmental authority which taxes or other payments are calculated by reference to the income or profits of such Person or such Person
and its Restricted Subsidiaries (to the extent such income or profits were included in computing Consolidated Net Income for such period), regardless of whether such taxes or payments are required to be remitted to any governmental authority.

  
 “Consolidated Interest Expense” means, for
any period, the total interest expense of the Company and its consolidated Restricted Subsidiaries, whether paid or accrued, plus, to the extent not included in such interest expense: 
  
 (1) interest expense attributable to Capitalized Lease Obligations and the interest portion of rent expense associated with
Attributable Indebtedness in respect of the relevant lease giving rise thereto, determined as if such lease were a capitalized lease in accordance with GAAP and the interest component of any deferred payment obligations; 
  
 (2) amortization of debt discount and debt issuance cost (provided
that any amortization of bond premium shall be credited to reduce Consolidated Interest Expense unless, pursuant to GAAP, such amortization of bond premium has otherwise reduced Consolidated Interest Expense); 
  
 (3) non-cash interest expense; 
  
 (4) commissions, discounts and other fees and charges owed with respect to
letters of credit and bankers’ acceptance financing; 
  
 (5)
the interest expense on Indebtedness of another Person that is Guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries if such Person is not current in the
payment of principal, interest or premium on such Indebtedness; 
  

 8 








 (6) costs associated with Hedging Obligations (including amortization of fees) provided,
however, that if Hedging Obligations result in net benefits rather than costs, such benefits shall be credited to reduce Consolidated Interest Expense unless, pursuant to GAAP, such net benefits are otherwise reflected in Consolidated Net
Income; 
  
 (7) the consolidated interest expense of such Person
and its Restricted Subsidiaries that was capitalized during such period; 
  
 (8) the product of (a) all dividends paid or payable, in cash, Cash Equivalents or Indebtedness or accrued during such period on any series of Disqualified Stock of such Person or on Preferred Stock of its Restricted
Subsidiaries payable to a party other than the Company or a Wholly-Owned Subsidiary, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state, provincial and local
statutory tax rate of such Person, expressed as a decimal, in each case, on a consolidated basis and in accordance with GAAP; 
  
 (9) Receivable Fees; and 
  
 (10) the cash contributions to any employee stock ownership plan or similar trust to the extent such contributions are made to such plan or trust to pay
interest or fees to any Person (other than the Company or any Restricted Subsidiary) in connection with Indebtedness Incurred by such plan or trust. 
  
 For the purpose of calculating the Consolidated Coverage Ratio in connection with the Incurrence of any Indebtedness described in the final paragraph of
the definition of “Indebtedness”, the calculation of Consolidated Interest Expense shall include all interest expense (including any amounts described in clauses (1) through (10) above) relating to any Indebtedness of the Company or any
Restricted Subsidiary described in the final paragraph of the definition of “Indebtedness”. 
  
 For purposes of the foregoing, total interest expense shall be determined (i) after giving effect to any net payments made or received by the Company and
its Subsidiaries with respect to Interest Rate Agreements and (ii) exclusive of amounts classified as other comprehensive income in the balance sheet of the Company. Notwithstanding anything to the contrary contained herein, commissions, discounts,
yield and other fees and charges Incurred in connection with any transaction pursuant to which the Company or its Restricted Subsidiaries may sell, convey or otherwise transfer or grant a security interest in any accounts receivable or related
assets shall be included in Consolidated Interest Expense. 
  

 9 








 “Consolidated Net Income” means, for any period, the net income (loss) of the Company
and its consolidated Restricted Subsidiaries determined in accordance with GAAP; provided, however, that there shall not be included in such Consolidated Net Income: 
  
 (1) any net income (loss) of any Person if such Person is not a Restricted Subsidiary, except that: 
  
 (a) subject to the limitations contained in clauses (3), (4)
and (5) below, the Company’s equity in the net income of any such Person for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash actually distributed by such Person during such period to the Company
or a Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution to a Restricted Subsidiary, to the limitations contained in clause (2) below); and 
  
 (b) the Company’s equity in a net loss of any such
Person (other than an Unrestricted Subsidiary) for such period shall be included in determining such Consolidated Net Income to the extent such loss has been funded with cash from the Company or a Restricted Subsidiary; 
  
 (2) any net income (but not loss) of any Restricted Subsidiary if such
Subsidiary is subject to restrictions, directly or indirectly, on the payment of dividends or the making of distributions by such Restricted Subsidiary, directly or indirectly, to the Company, except that: 
  
 (a) subject to the limitations contained in clauses (3), (4)
and (5) below, the Company’s equity in the net income of any such Restricted Subsidiary for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash that could have been distributed by such Restricted
Subsidiary during such period to the Company or another Restricted Subsidiary as a dividend (subject, in the case of a dividend to another Restricted Subsidiary, to the limitation contained in this clause); and 
  
 (b) the Company’s equity in a net loss of any such
Restricted Subsidiary for such period shall be included in determining such Consolidated Net Income; 
  
 (3) any gain (loss) realized upon the sale or other disposition of any property, plant or equipment of the Company or its consolidated Restricted
Subsidiaries (including pursuant to any Sale/Leaseback Transaction) which is not sold or otherwise disposed of in the ordinary course of business and any gain (loss) realized upon the sale or other disposition of any Capital Stock of any Person;

  
 (4) any extraordinary gain or loss; and 
  
 (5) the cumulative effect of a change in accounting principles. 

 
 “Consolidated Tangible Assets” of any Person as of any
date means the total amount of assets of such Person and its Subsidiaries (less applicable reserves) on a consolidated basis at the end of the fiscal quarter immediately preceding such date, as determined in accordance with GAAP, less (1) Intangible
Assets and (2) appropriate adjustments on account of minority interests of other Persons holding equity investments in Restricted Subsidiaries. 
  

 10 








 “Continuing Directors” means, as of any date of determination, any member of the Board
of Directors of the Company who: (1) was a member of such Board of Directors on the date of this Indenture; or (2) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were
members of such Board at the time of such nomination or election. 
  
 “Corporate Trust Office” means the principal office of the Trustee at which at any time its corporate trust business shall be administered, which office at the date hereof is located at 60 Livingston Avenue, Internal Mail
EP-MN-WS3C, St. Paul, MN 55107-2292, or such other address as the Trustee may designate from time to time by notice to the Holders and the Company, or the principal corporate trust office of any successor Trustee (or such other address as such
successor Trustee may designate from time to time by notice to the Holders and the Company). 
  
 “Contributed Cash Amount” means the aggregate Net Cash Proceeds received by the Company from the issue or sale of its Capital Stock (other than Disqualified Stock) or other capital contributions
subsequent to the Issue Date (other than Net Cash Proceeds received from an issuance or sale of such Capital Stock to a Subsidiary of the Company or an employee stock ownership plan, option plan or similar trust to the extent such sale to an
employee stock ownership plan or similar trust is financed by loans from or Guaranteed by the Company or any Restricted Subsidiary unless such loans have been repaid with cash on or prior to the date of determination). 
  
 “Credit Facility” means, with respect to the Company or any
Subsidiary Guarantor, one or more debt facilities (including, without limitation, the Senior Secured Credit Agreement) or commercial paper facilities with banks or other institutional lenders providing for revolving credit loans, term loans,
receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, in each case, as amended, restated, modified, renewed,
refunded, replaced or refinanced in whole or in part from time to time (and whether or not with the original administrative agent and lenders or another administrative agent or agents or other lenders and whether provided under the original Senior
Secured Credit Agreement or any other credit or other agreement or indenture). 
  
 “Currency Agreement” means in respect of a Person any foreign exchange contract, currency swap agreement, futures contract, option contract or other similar agreement as to which such Person is a
party or a beneficiary. 
  
 “Custodian” means any
receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law. 
  
 “Default” means any event which is, or after notice or passage of time or both would be, an Event of Default. 
  
 “Defaulted Interest” shall have the meaning set forth in
Section 2.13. 
  

 11 








 “Definitive Notes” means certificated securities. 
  
 “Depositary” means The Depository Trust Company, its
nominees and their respective successors and assigns, or such other depository institution hereinafter appointed by the Company. 
  
 “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 exchangeable) or upon the happening of any event: (1) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise; (2) is convertible or exchangeable for
Indebtedness or Disqualified Stock (excluding Capital Stock which is convertible or exchangeable solely at the option of the Company or a Restricted Subsidiary); or (3) is redeemable at the option of the holder of the Capital Stock in whole or in
part, in each case on or prior to the date that is 91 days after the earlier of the date (a) of the Stated Maturity of the Notes or (b) on which there are no Notes outstanding, provided 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 that any Capital Stock that would
constitute Disqualified Stock solely because the holders thereof have the right to require the Company to repurchase such Capital Stock upon the occurrence of a change of control or asset sale (each defined in a substantially identical manner to the
corresponding definitions in this Indenture) shall not constitute Disqualified Stock if the terms of such Capital Stock (and all such securities into which it is convertible or for which it is ratable or exchangeable) provide that the Company may
not repurchase or redeem any such Capital Stock (and all such securities into which it is convertible or for which it is ratable or exchangeable) pursuant to such provision prior to compliance by the Company with the provisions contained in
Sections 3.8 and 3.10 of this Indenture and such repurchase or redemption of such Notes complies with Section 3.4 of this Indenture. 
  
 “Domestic Subsidiary” means any Restricted Subsidiary other than a Foreign Subsidiary that is organized under the laws of the U. S. or
any state thereof or the District of Columbia. 
  
 “Escrow
Agreement” means that certain Escrow and Security Agreement dated as of July 1, 2004 among the Company, as pledgor, the Trustee, as trustee and securities intermediary and escrow agent, and the Initial Purchasers. 
  
 “Escrowed Funds” shall have the meaning set forth in the
Escrow Agreement. 
  
 “Euroclear” means Euroclear
Bank S.A./N.V. or any successor securities clearing agency. 
  
 “Exchange Act” means the Securities Exchange Act of 1934, as amended. 
  

 12 








 “Exchange Offer” shall have the meaning set forth in the Registration Rights Agreement.

  
 “Fiscal Year” means the fiscal year of the
Company ending on December 31 of each year or such other fiscal year as may be determined by the Company and the Board of Directors and of which the Trustee shall receive written notice pursuant to Section 3.23 hereof. 
  
 “Foreign Subsidiary” means any Restricted Subsidiary that is
not organized under the laws of the U.S. or any state thereof or the District of Columbia and any Subsidiary of such Restricted Subsidiary. 
  
 “GAAP” means generally accepted accounting principles in the U.S. of America as in effect as of the date of this Indenture, including
those 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 approved by a significant segment of the accounting profession. All ratios and computations based on GAAP contained in this Indenture shall be computed in conformity with GAAP. 
  
 “Guarantee” means any obligation, contingent or otherwise,
of any Person directly or indirectly guaranteeing any Indebtedness of any other Person and any obligation, direct or indirect, contingent or otherwise, of such Person: 
  
 (1) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness of such other Person
(whether arising by virtue of partnership arrangements, or by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise); or 
  
 (2) entered into for purposes of assuring in any other manner the obligee of
such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); 
  
 provided, however, that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The term
“Guarantee” used as a verb has a corresponding meaning. 
  
 “Subsidiary Guarantor Subordinated Obligation” means, with respect to a Subsidiary Guarantor, any Indebtedness of such Subsidiary Guarantor (whether outstanding on the Issue Date or thereafter Incurred) which is expressly
subordinate in right of payment to the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee pursuant to a written agreement. 
  
 “Hedging Obligations” of any Person means the obligations of such Person pursuant to any Interest Rate Agreement or Currency Agreement.

  

 13 








 “Holder” means a Person in whose name a Note is registered on the Registrar’s
books. 
  
 “Incur” means issue, create, 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 Restricted Subsidiary (whether by merger, consolidation, acquisition or
otherwise) shall be deemed to be Incurred by such Restricted Subsidiary at the time it becomes a Restricted Subsidiary; and the terms “Incurred” and “Incurrence” have meanings correlative to the foregoing. 
  
 “Indebtedness” means, with respect to any Person on any date
of determination (without duplication): (i) the principal of and premium (if any) in respect of indebtedness of such Person for borrowed money; (ii) the principal of and premium (if any) in respect of obligations of such Person evidenced by bonds,
debentures, notes or other similar instruments; (iii) the principal component of all obligations of such Person in respect of letters of credit, bankers’ acceptances or other similar instruments (including reimbursement obligations with respect
thereto except to the extent such reimbursement obligation relates to a trade payable and such obligation is satisfied within 30 days of Incurrence); (iv) the principal component of all obligations of such Person to pay the deferred and unpaid
purchase price of property (except trade payables), which purchase price is due more than six months after the date of placing such property in service or taking delivery and title thereto; (v) Capitalized Lease Obligations and all Attributable
Indebtedness of such Person; (vi) the principal component or liquidation preference of all obligations of such Person with respect to the redemption, repayment or other repurchase of any Disqualified Stock or, with respect to any Subsidiary that is
not a Subsidiary Guarantor, any Preferred Stock, in each case, excluding accrued dividends; (vii) the principal component of all Indebtedness of other Persons secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed
by such Person; provided, however, that the amount of such Indebtedness shall 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 Persons; (viii) the
principal component of Indebtedness of other Persons to the extent Guaranteed by such Person; and (ix) to the extent not otherwise included in this definition, net obligations of such Person under Currency Agreements and Interest Rate Agreements
(the amount of any such obligations to be equal at any time to the termination value of such agreement or arrangement giving rise to such obligation that would be payable by such Person at such time). 
  
 The amount of Indebtedness of any Person at any date shall be the outstanding balance at such
date of all unconditional obligations as described above and the maximum liability, upon the occurrence of the contingency giving rise to the obligation, of any contingent obligations at such date. Notwithstanding the foregoing, money borrowed and
set aside at the time of the Incurrence of any Indebtedness in order to pre-fund the payment of interest on such Indebtedness shall not be deemed to be “Indebtedness” provided that such money is held to secure the payment of such
interest. 
  

 14 








 In addition, “Indebtedness” of any Person shall include Indebtedness described in the preceding
paragraph that would not appear as a liability on the balance sheet of such Person if: 
  
 (1) such Indebtedness is the obligation of a partnership or joint venture that is not a Restricted Subsidiary (a “Joint Venture”); 
  
 (2) such Person or a Restricted Subsidiary of such Person is a general partner of the Joint Venture (a “General
Partner”); and 
  
 (3) there is recourse, by contract or
operation of law, with respect to the payment of such Indebtedness to property or assets of such Person or a Restricted Subsidiary of such Person; and then such Indebtedness shall be included in an amount not to exceed: 
  
 (a) the lesser of (i) the net assets of the General Partner
and (ii) the amount of such obligations to the extent that there is recourse, by contract or operation of law, to the property or assets of such Person or a Restricted Subsidiary of such Person; or 
  
 (b) if less than the amount determined pursuant to clause
(a) immediately above, the actual amount of such Indebtedness that is recourse to such Person or a Restricted Subsidiary of such Person, if the Indebtedness is evidenced by a writing and is for a determinable amount. 
  
 “Indenture” means this Indenture as amended or supplemented
from time to time. 
  
 “Intangible Assets” means
all unamortized debt discount and expense, unamortized deferred charges, goodwill, patents, trademarks, service marks, trade names, copyrights, write-ups of assets over their carrying value at the Issue Date or the date of acquisition, if acquired
subsequent thereto, and all other items which would be treated as intangibles on the consolidated balance sheet of such Person prepared in accordance with GAAP. 
  

“Interest Rate Agreement” means, with respect to any Person, any interest rate protection agreement, interest rate future agreement,
interest rate option agreement, interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedge agreement or other similar agreement or arrangement as to which such Person is party or a beneficiary.

  
 “Investment” means, with respect to any
Person, all investments by such Person in other Persons (including Affiliates) in the form of any direct or indirect advance, loan (other than advances or extensions of credit to customers in the ordinary course of business) or other extensions of
credit (including by way of Guarantee or similar arrangement, but excluding any debt or extension of credit represented by a bank deposit other than a time deposit) or capital contribution to (by means of any transfer of cash or other property to
others or any payment for property or services for the account or use of others), or any purchase or acquisition of Capital Stock, Indebtedness or other similar instruments issued by, such Person and all other items that 

  

 15 








 
are or would be classified as investments on a balance sheet prepared in accordance with GAAP; provided that none of the following shall be deemed to
be an Investment: 
  
 (1) Hedging Obligations entered into in the
ordinary course of business and in compliance with this Indenture; 
  
 (2) endorsements of negotiable instruments and documents in the ordinary course of business; and 
  
 (3) an acquisition of assets, Capital Stock or other securities by the Company or a Subsidiary for consideration to the extent such consideration consists
of Capital Stock (other than Disqualified Stock) of the Company. 
  
 For purposes of Section 3.4, (i) “Investment” shall include the portion (proportionate to the Company’s equity interest in a Restricted Subsidiary to be designated as an Unrestricted Subsidiary) of the fair market
value of the net assets of such Restricted Subsidiary at the time that such Restricted Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the
Company shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to (a) the Company’s “Investment” in such Subsidiary at the time of such redesignation less
(b) the portion (proportionate to the Company’s equity interest in such Subsidiary) of the fair market value of the net assets (as conclusively determined by the Board of Directors of the Company in good faith) of such Subsidiary at the time
that such Subsidiary is so re-designated a Restricted Subsidiary; and (ii) 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. 
  
 “Investment
Grade Rating” means a rating equal to or higher than Baa3 by Moody’s and BBB- by S&P, in each case with at least a stable outlook; provided, however, that if (a) either Moody’s or S&P changes its rating
system, such ratings shall be the equivalent ratings after such changes or (b) if S&P or Moody’s or both shall not make a rating of the Notes publicly available, the references above to S&P or Moody’s or both, as the case may be,
shall be to a nationally recognized U.S. rating agency or agencies, as the case may be, selected by the Company and the references to the ratings categories above shall be to the corresponding rating categories of such rating agency or rating
agencies, as the case may be. 
  
 “Issue Date”
means July 1, 2004. 
  
 “Legal Holiday” has the
meaning ascribed to it in Section 11.8. 
  
 “Lien” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof). 
  
 “Moody’s” means Moody’s Investors Service, Inc.
and its successors. 
  

 16 








 “Net Available Cash” from an Asset Disposition means cash payments received (including
any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise and net proceeds from the sale or other disposition of any securities received as consideration, but only as and when
received, but excluding any other consideration received in the form of assumption by the acquiring person of Indebtedness or other obligations relating to the properties or assets that are the subject of such Asset Disposition or received in any
other non-cash form) therefrom, in each case net of: 
  
 (1) all
legal, accounting, investment banking, title and recording tax expenses, commissions and other fees and expenses Incurred, and all Federal, state, provincial, foreign and local taxes required to be paid or accrued (or reasonably estimated to be
payable) as a liability under GAAP (after taking into account any available tax credits or deductions and any tax sharing agreements), as a consequence of such Asset Disposition; 
  
 (2) all payments made on any Indebtedness which is secured by any assets subject to such Asset Disposition, in accordance
with the terms of any Lien upon such assets, or which must by its terms, or in order to obtain a necessary consent to such Asset Disposition, or by applicable law be repaid out of the proceeds from such Asset Disposition; 
  
 (3) all distributions and other payments required to be made to minority
interest holders in Subsidiaries or joint ventures as a result of such Asset Disposition; and 
  
 (4) the deduction of appropriate amounts (as determined or reasonably estimated by the seller thereof) to be provided by the seller as a reserve, in accordance with GAAP, against any liabilities associated with the
assets disposed of in such Asset Disposition and retained by the Company or any Restricted Subsidiary after such Asset Disposition. 
  
 “Net Cash Proceeds” with respect to any issuance or sale of Capital Stock, means the cash proceeds of such issuance or sale net of
attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, listing fees, discounts or commissions and brokerage, consultant and other fees and charges actually Incurred in connection with such issuance or sale
and net of taxes paid or payable as a result of such issuance or sale (after taking into account any available tax credit or deductions and any tax sharing arrangements). 
  
 “Non-Recourse Debt” means Indebtedness of a Person: 
  
 (1) as to which neither the Company nor any Restricted Subsidiary (a)
provides any Guarantee or credit support of any kind (including any undertaking, guarantee, indemnity, agreement or instrument that would constitute Indebtedness) or (b) is directly or indirectly liable (as a guarantor or otherwise); 
  
 (2) no default with respect to which (including any rights that the holders
thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit (upon notice, lapse of time or both) any holder of any other Indebtedness of the Company or any 

  

 17 








 
Restricted Subsidiary to declare a default under such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated
maturity; and 
  
 (3) the explicit terms of which provide there is
no recourse against any of the assets of the Company or its Restricted Subsidiaries. 
  
 “Notes” means the Notes issued under this Indenture. 
  
 “Notes Custodian” means the custodian with respect to the Global Notes (as appointed by the Depositary), or any successor Person thereto
and shall initially be the Trustee. 
  
 “Note
Register” means the register of Notes, maintained by the Trustee, pursuant to Section 2.3. 
  
 “Offering Memorandum” means the Offering Memorandum for the Company’s 7 3/8% Senior Notes due 2014 dated June 24, 2004. 
  
 “Officer” means the Chairman of the Board, the Chief Executive Officer, the President, the Chief Financial
Officer, any Vice President, the Treasurer or the Secretary of the Company. Officer of any Subsidiary Guarantor has a correlative meaning. 
  
 “Officers’ Certificate” means a certificate signed by two Officers or by an Officer and either a Senior Vice President –
Finance, an Assistant Treasurer or an Assistant Secretary of the Company. 
  
 “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. 
  
 “Pari Passu Indebtedness” means Indebtedness that ranks
equally in right of payment to the Notes. 
  
 “Permitted
Investment” means an Investment by the Company or any Restricted Subsidiary in: 
  
 (1) a Restricted Subsidiary or a Person which shall, upon the making of such Investment, become a Restricted Subsidiary; provided, however, that the primary business of such Restricted Subsidiary is a
Related Business; 
  
 (2) another Person if as a result of such
Investment such other Person is merged or consolidated with or into, or transfers or conveys all or substantially all its assets to, the Company or a Restricted Subsidiary; provided, however, that such Person’s primary business is
a Related Business; 
  
 (3) cash and Cash Equivalents; 

 

 18 








 (4) receivables owing to the Company or any Restricted Subsidiary created or acquired in the ordinary
course of business and payable or dischargeable in accordance with customary trade terms; provided, however, that such trade terms may include such concessionary trade terms as the Company or any such Restricted Subsidiary deems
reasonable under the circumstances; 
  
 (5) payroll, travel,
moving and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business; 
  
 (6) to the extent permitted by law, loans or advances to employees made in
the ordinary course of business consistent with past practices of the Company or such Restricted Subsidiary; 
  
 (7) Capital Stock, obligations or securities received in settlement of debts created in the ordinary course of business and owing to the Company or any
Restricted Subsidiary or in satisfaction of judgments or pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of a debtor; 
  
 (8) Investments made as a result of the receipt of non-cash consideration from an Asset Disposition that was made pursuant
to and in compliance with Section 3.8; 
  
 (9) (i) Investments in
existence on the Issue Date or (ii) made pursuant to legally binding commitments in existence on the Issue Date as described in the Offering Memorandum; 
  
 (10) Currency Agreements, Interest Rate Agreements and related Hedging Obligations, which transactions or obligations are Incurred in compliance with
Section 3.3; 
  
 (11) Investments by the Company or any of its
Restricted Subsidiaries, together with all other Investments pursuant to this clause (11), in an aggregate amount at the time of such Investment not to exceed $10.0 million outstanding at any one time (with the fair market value of such Investment
being measured at the time made and without giving effect to subsequent changes in value); 
  
 (12) Guarantees issued in accordance with Section 3.3; and 
  
 (13) Investments constituting prepayments or credits made to customers or suppliers in the ordinary course of business and consistent with past practice. 
  
 “Permitted Liens” means, with respect to any Person: 
  
 (1) Liens securing Indebtedness and other obligations under a Credit Facility
and related Hedging Obligations and liens on assets of Restricted Subsidiaries securing Guarantees of Indebtedness and other obligations of the Company under a Credit Facility permitted to be Incurred pursuant to clause (1) of Section 3.3(b);

  

 19 








 (2) Liens securing Indebtedness and related Hedging Obligations of Foreign Subsidiaries permitted to be
Incurred pursuant to clause (11) of Section 3.3(b); 
  
 (3)
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 or customs duties or for the payment of rent, in each case Incurred in the ordinary course of business; 
  
 (4) Liens imposed by law, including carriers’, warehousemen’s and mechanics’ Liens; 
  
 (5) Liens for taxes, assessments or other governmental charges not yet
subject to penalties for non-payment or which are being contested in good faith by appropriate proceedings provided appropriate reserves required pursuant to GAAP have been made in respect thereof; 
  
 (6) Liens in favor of issuers of surety or performance bonds or letters of
credit or bankers’ acceptances issued pursuant to the request of and for the account of such Person in the ordinary course of its business; provided, however, that such letters of credit do not constitute Indebtedness; 

 
 (7) encumbrances, ground leases, 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, building codes or other restrictions (including, without limitation, minor defects or irregularities in title and
similar encumbrances) as to the use of real properties or liens incidental to the conduct of the business of such Person or to the ownership of its properties which 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; 
  
 (8) Liens securing Hedging Obligations so long as the related Indebtedness is, and is permitted to be under this Indenture, secured by a Lien on the same property securing such Hedging Obligation; 
  
 (9) leases, licenses, subleases and sublicenses of assets (including, without
limitation, real property and intellectual property rights) which do not materially interfere with the ordinary conduct of the business of the Company or any of its Restricted Subsidiaries; 
  
 (10) judgment Liens not giving rise to an Event of Default; 
  
 (11) Liens for the purpose of securing the payment of all or a part of the
purchase price of, or Capitalized Lease Obligations, purchase money obligations or other 

  

 20 








 
payments Incurred to finance the acquisition, improvement or construction of, assets or property acquired or constructed in the ordinary course of business
provided that; 
  
 (a) the aggregate principal
amount of Indebtedness secured by such Liens is otherwise permitted to be Incurred under this Indenture and does not exceed the cost of the assets or property so acquired or constructed; and 
  
 (b) such Liens are created within 180 days of construction
or acquisition of such assets or property and do not encumber any other assets or property of the Company or any Restricted Subsidiary other than such assets or property and assets affixed or appurtenant thereto; 
  
 (12) Liens not securing Indebtedness for borrowed money that constitute
banker’s Liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a depositary institution; provided that: 
  
 (a) such deposit account is not a dedicated cash collateral account and is not subject to restrictions
against access by the Company in excess of those set forth by regulations promulgated by the Federal Reserve Board; and 
  
 (b) such deposit account is not intended by the Company or any Restricted Subsidiary to provide collateral to the depository institution;

  
 (13) 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; 
  
 (14) Liens existing on the Issue Date; 
  
 (15) Liens on property or shares of stock of a Person at the time such Person becomes a Restricted Subsidiary; provided, however, that such
Liens are not created, Incurred or assumed in connection with, or in contemplation of, such other Person becoming a Restricted Subsidiary; provided further, however, that any such Lien may not extend to any other property owned by the
Company or any Restricted Subsidiary; 
  
 (16) Liens on property
at the time the Company or a Restricted Subsidiary acquired the property, including any acquisition by means of a merger or consolidation with or into the Company or any Restricted Subsidiary; provided, however, that such Liens are not
created, Incurred or assumed in connection with, or in contemplation of, such acquisition; provided further, however, that such Liens may not extend to any other property owned by the Company or any Restricted Subsidiary; 

 
 (17) Liens securing Indebtedness or other obligations of a Restricted
Subsidiary owing to the Company or a Wholly-Owned Subsidiary; 
  
 (18) Liens securing the Notes and Subsidiary Guarantees; 
  

 21 








 (19) Liens securing Refinancing Indebtedness Incurred to refinance Indebtedness that was previously so
secured, provided that any such Lien is limited to all or part of the same property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof) that secured (or, under the written arrangements under which the
original Lien arose, could secure) the Indebtedness being refinanced or is in respect of property that is the security for a Permitted Lien hereunder; 
  
 (20) any interest or title of a lessor under any Capitalized Lease Obligation or operating lease; 
  
 (21) Liens securing Indebtedness (other than Subordinated Obligations and
Subsidiary Guarantor Subordinated Obligations) in an aggregate principal amount outstanding at any one time not to exceed 10% of the Company’s Consolidated Tangible Assets; 
  
 (22) Liens in favor of customs and revenue authorities to secure payment of customs duties in connection with the
importation of goods; and 
  
 (23) Liens securing the obligations
under the Escrow Agreement. 
  
 “Person” means
any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company, government or any agency or political subdivision thereof or any other entity. 
  
 “Preferred Stock” as applied to the Capital Stock of any
corporation, means Capital Stock of any class or classes (however designated) which is preferred as to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such corporation,
over shares of Capital Stock of any other class of such corporation. 
  
 “Public Equity Offering” means a public offering for cash by the Company of its Common Stock, or options, warrants or rights with respect to its Common Stock made pursuant to a registration statement that has been declared
effective by the SEC, other than public offerings with respect to the Company’s Common Stock, or options, warrants or rights, registered on Form S-4 or S-8. 
  
 “QIB” means any “qualified institutional buyer” (as defined in Rule 144A under the Securities
Act). 
  
 “Receivable” means a right to receive
payment arising from a sale or lease of goods or the performance of services by a Person pursuant to an arrangement with another Person pursuant to which such other Person is obligated to pay for goods or services under terms that permit the
purchase of such goods and services on credit and shall include, in any event, any items of property that would be classified as an “account,” “chattel paper,” “payment intangible” or “instrument” under the
Uniform Commercial Code as in effect in the State of New York and any “supporting obligations” as so defined. 
  

 22 








 “Receivable Fees” means any fees or interest paid to purchasers or lenders providing the
financing in connection with a factoring agreement or other similar agreement, including any such amounts paid by discounting the face amount of Receivables or participations therein transferred in connection with a factoring agreement or other
similar arrangement, regardless of whether any such transaction is structured as on-balance sheet or off-balance sheet or through a Restricted Subsidiary or an Unrestricted Subsidiary. 
  
 “Refinancing Indebtedness” means Indebtedness that is Incurred to refund, refinance, replace, exchange,
renew, repay or extend (including pursuant to any defeasance or discharge mechanism) (collectively, “refinance,” “refinances,” and “refinanced” shall have a correlative meaning) any Indebtedness existing on the date of
this Indenture or Incurred in compliance with this Indenture (including Indebtedness of the Company that refinances Indebtedness of any Restricted Subsidiary and Indebtedness of any Restricted Subsidiary that refinances Indebtedness of another
Restricted Subsidiary) including Indebtedness that refinances Refinancing Indebtedness, provided, however, that: 
  
 (1) (a) if the Stated Maturity of the Indebtedness being refinanced is earlier than the Stated Maturity of the Notes, the Refinancing Indebtedness has a
Stated Maturity no earlier than the Stated Maturity of the Indebtedness being refinanced or (b) if the Stated Maturity of the Indebtedness being refinanced is later than the Stated Maturity of the Notes, the Refinancing Indebtedness has a Stated
Maturity at least 91 days later than the Stated Maturity of the Notes; 
  
 (2) the Refinancing Indebtedness has an Average Life at the time such Refinancing Indebtedness is Incurred that is equal to or greater than the Average Life of the Indebtedness being refinanced; 
  
 (3) such Refinancing Indebtedness is Incurred in an aggregate principal
amount (or if issued with original issue discount, an aggregate issue price) that is equal to or less than the sum of the aggregate principal amount (or if issued with original issue discount, the aggregate accreted value) then outstanding of the
Indebtedness being refinanced (plus, without duplication, any additional Indebtedness Incurred to pay interest or premiums required by the instruments governing such existing Indebtedness and fees Incurred in connection therewith); and 

 
 (4) if the Indebtedness being refinanced is subordinated in right of
payment to the Notes or the Subsidiary Guarantee, such Refinancing Indebtedness is subordinated in right of payment to the Notes or the Subsidiary Guarantee on terms at least as favorable to the Holders of the Notes as those contained in the
documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded. 
  
 “Registration Rights Agreement” means that certain registration rights agreement dated as of the date of this Indenture by and among the
Company, the Subsidiary Guarantors and the initial purchasers set forth therein, and, with respect to any Additional Notes, one or more substantially similar registration rights agreements among the Company and the other parties 

  

 23 








 
thereto, in each case, as such agreements may be amended, supplemented or otherwise modified from time to time. 
  
 “Related Business” means any business which is the same as
or related, ancillary or complementary to any of the businesses of the Company and its Restricted Subsidiaries on the date of this Indenture. 
  
 “Responsible Officer” shall mean, when used with respect to the Trustee, any officer within the corporate trust department of the
Trustee, including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the Persons who at the time
shall be such officers, respectively, or to whom any corporate trust matter is referred because of such person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this
Indenture. 
  
 “Restricted Investment” means any
Investment other than a Permitted Investment. 
  
 “Restricted Period” means, in relation to the Initial Notes, the 40 consecutive days beginning on and including the later of (A) the day on which the Initial Notes are offered to persons other than distributors (as defined
in Regulation S under the Securities Act) and (B) the Issue Date and, in relation to any Additional Notes that are Restricted Notes, it means the comparable period of 40 consecutive days. 
  
 “Restricted Note” means a Note that constitutes a “restricted security” within the meaning of
Rule 144(a)(3) under the Securities Act; provided, however, that the Trustee shall be entitled to request and conclusively rely on an opinion of counsel with respect to whether any Note constitutes a Restricted Note. 
  
 “Restricted Notes Legend” means the Private Placement Legend
set forth in clause (A) of Section 2.1(d) or the Regulation S Legend set forth in clause (B) of Section 2.1(d), as applicable. 
  
 “Restricted Subsidiary” means any Subsidiary of the Company other than an Unrestricted Subsidiary. 
  
 “Sale/Leaseback Transaction” means an arrangement relating
to property now owned or hereafter acquired whereby the Company or a Restricted Subsidiary transfers such property to a Person and the Company or a Restricted Subsidiary leases it from such Person. 
  
 “S&P” means Standard & Poor’s Ratings Services,
a division of The McGraw-Hill Companies, and its successors. 
  
 “SEC” means the United States Securities and Exchange Commission. 
  
 “Securities Act” means the Securities Act of 1933, as amended. 
  

 24 








 “Senior Secured Credit Agreement” means the Credit Agreement, dated as of July 1, 2004,
among the Company, certain of the Company’s subsidiaries party thereto, the lending institutions from time to time party thereto, JPMorgan Chase Bank, as Administrative Agent, Bank One, NA, as Collateral Agent, and acting through its London
branch as the U.K. Security Trustee, as the same may be amended, supplemented or otherwise modified from time to time. 
  
 “Shelf Registration Statement” shall have the meaning set forth in the Registration Rights Agreement. 
  
 “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. 
  
 “Stated Maturity” means, with respect to any security, the date specified in such security as the fixed date on which the payment of
principal of such security is due and payable, including pursuant to any mandatory redemption provision, but shall not include any contingent obligations to repay, redeem or repurchase any such principal prior to the date originally scheduled for
the payment thereof. 
  
 “Subordinated
Obligation” means any Indebtedness of the Company (whether outstanding on the Issue Date or thereafter Incurred) which is subordinate or junior in right of payment to the Notes pursuant to a written agreement. 
  
 “Subsidiary” of any Person means (a) any corporation,
association or other business entity (other than a partnership, joint venture, limited liability company or similar entity) of which more than 50% of the total ordinary 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 (or persons performing similar functions) or (b) any partnership, joint venture, limited liability company or similar entity of which more than 50% of
the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, is, in the case of clauses (a) and (b), at the time owned or controlled, directly or indirectly, by (1) such
Person, (2) such Person and one or more Subsidiaries of such Person or (3) one or more Subsidiaries of such Person. Unless otherwise specified herein, each reference to a Subsidiary shall refer to a Subsidiary of the Company. 
  
 “Subsidiary Guarantee” means, individually, any Guarantee of
payment of the Notes and Exchange Notes by a Subsidiary Guarantor pursuant to the terms of this Indenture and any supplemental indenture thereto, and, collectively, all such Guarantees. Each such Subsidiary Guarantee shall be executed and delivered
pursuant to the terms of this Indenture and any supplemental indenture (including pursuant to Exhibit C). 
  
 “Subsidiary Guarantor” means each current or future Domestic Subsidiary of the Company that Guarantees any Indebtedness of the Company or
any other Restricted Subsidiary. 
  

 25 








 “Successor Company” shall have the meaning assigned thereto in clause (i) of Section
4.1. 
  
 “TIA” or “Trust Indenture
Act” means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb), as in effect from time to time. 
  
 “Treasury Rate” means, as of the applicable redemption date, the yield to maturity, as of such redemption date, of U.S. Treasury
securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) which has become publicly available at least two business days prior to the redemption date (or, if such Statistical
Release is no longer published, any publicly available source or similar market data)) most nearly equal to the period from the redemption date to July 1, 2009; provided, however, that if the period from the redemption date to July 1,
2009 is not equal to the constant maturity of a U.S. Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average
yields of U.S. Treasury securities for which such yields are given, except that if the period from the redemption date to July 1, 2009 is less than one year, the weekly average yield on actually traded U.S. Treasury securities adjusted to a constant
maturity of one year shall be used. 
  
 “Trustee”
means the party named as such in this Indenture until a successor replaces it and, thereafter, means such successor. 
  
 “Uniform Commercial Code” means the New York Uniform Commercial Code as in effect from time to time. 
  
 “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 the Company 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 or a Person
becoming a Subsidiary through merger or consolidation or Investment therein) to be an Unrestricted Subsidiary only if: 
  
 (1) such Subsidiary or any of its Subsidiaries does not own any Capital Stock or Indebtedness of or have any Investment in, or own or hold any Lien on any
property of, any other Subsidiary of the Company which is not a Subsidiary of the Subsidiary to be so designated or otherwise an Unrestricted Subsidiary; 
  
 (2) all the Indebtedness of such Subsidiary and its Subsidiaries shall, at the date of designation, and shall at all times thereafter, consist of
Non-Recourse Debt; 
  

 26 








 (3) such designation and the Investment of the Company in such Subsidiary complies with Section
3.4; 
  
 (4) such Subsidiary, either alone or in the aggregate
with all other Unrestricted Subsidiaries, does not operate, directly or indirectly, all or substantially all of the business of the Company and its Subsidiaries; 
  
 (5) such Subsidiary is a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any
direct or indirect obligation: 
  
 (a) to
subscribe for additional Capital Stock of such Person; or 
  
 (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and 
  
 (6) on the date such Subsidiary is designated an Unrestricted Subsidiary, such Subsidiary is not a party to any agreement,
contract, arrangement or understanding with the Company or any Restricted Subsidiary with terms substantially less favorable to the Company than those that might have been obtained from Persons who are not Affiliates of the Company. 
  
 Any such designation by the Board of Directors of the Company shall be
evidenced to the Trustee by filing with the Trustee a resolution of the Board of Directors of the Company giving effect to such designation and an Officers’ Certificate certifying that such designation complies with the foregoing conditions.
If, at any time, any Unrestricted Subsidiary would fail to meet the foregoing requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such
Subsidiary shall be deemed to be Incurred as of such date. 
  
 The
Board of Directors of the Company may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that immediately after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing
or would occur as a consequence thereof and the Company could Incur at least $1.00 of additional Indebtedness under the first paragraph of Section 3.3 on a pro forma basis taking into account such designation. 
  
 “U.S. Government Obligations” means securities that are (a)
direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged or (b) 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 of the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also
include a depositary 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 depositary receipt; provided that (except as required by law) such 

  

 27 








 
custodian is not authorized to make any deduction from the amount payable to the holder of such depositary 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 depositary receipt. 
  
 “Völkl and Marker Acquisitions” means (i) the acquisition by the Company of Völkl Sports Holding
AG and its subsidiaries (collectively, “Völkl”) pursuant to the Stock and Loan Purchase Agreement among the Company, Clarance S.à.r.l., Caroma L.P. and the stockholders of Völkl, dated as of June 15, 2004 and (ii) the
acquisition by the Company of CT Sports Holding AG and its subsidiaries (collectively, “Marker”) pursuant to the Stock and Loan Purchase Agreement among the Company, Clarance S.à.r.l., Caroma L.P., Tecnica S.p.A. and the
stockholders of Marker, dated as of June 15, 2004. 
  
 “Voting Stock” of a corporation means all classes of Capital Stock of such corporation then outstanding and normally entitled to vote in the election of directors. 
  
 “Wholly-Owned Subsidiary” means a Restricted Subsidiary, all
of the Capital Stock of which (other than directors’ qualifying shares) is owned by the Company or another Wholly-Owned Subsidiary. 
  
 Other Definitions. 
  

			
	 Term

	  	Defined in
Section


	 “Additional Notes”
	  	Recitals
	 “Additional Restricted Notes”
	  	2.1(b)
	 “Affiliate Transaction”
	  	3.9     
	 “Agent Members”
	  	2.1(e)
	 “Asset Disposition Offer”
	  	3.8     
	 “Asset Disposition Offer Amount”
	  	3.8     
	 “Asset Disposition Offer Period”
	  	3.8     
	 “Asset Disposition Purchase Date”
	  	3.8     
	 “Authenticating Agent”
	  	2.2     
	 “Bankruptcy Law”
	  	6.1     
	 “Change of Control Offer”
	  	3.10   
	 “Change of Control Payment”
	  	3.10   
	 “Change of Control Payment Date”
	  	3.10   
	 “Company Order”
	  	2.2     
	 “covenant defeasance option”
	  	8.1(b)
	 “Custodian”
	  	6.1     
	 “Event of Default”
	  	6.1     
	 “Exchange Notes”
	  	Recitals
	 “Excess Proceeds”
	  	3.8     
	 “Global Notes”
	  	2.1(b)
	 “IAI”
	  	2.1(b)

  

 28 









			
	 “Initial Notes”
	  	Recitals
	 “Institutional Accredited Investor Global Note”
	  	2.1(b)  
	 “Institutional Accredited Investor Notes”
	  	2.1(b)  
	 “legal defeasance option”
	  	8.1(b)  
	 “Pari Passu Notes”
	  	3.8       
	 “Paying Agent”
	  	2.3       
	 “Purchase Agreement”
	  	2.1(b)  
	 “Private Placement Legend”
	  	2.1(d)  
	 “Registrar”
	  	2.3       
	 “Regulation S”
	  	2.1(b)  
	 “Regulation S Global Note”
	  	2.1(b)  
	 “Regulation S Legend”
	  	2.1(d)  
	 “Regulation S Notes”
	  	2.1(b)  
	 “Resale Restriction Termination Date”
	  	2.6(a)  
	 “Restricted Payment”
	  	3.4       
	 “Rule 144A Global Note”
	  	2.1(b)  
	 “Rule 144A Note”
	  	2.1(b)  
	 “Notes”
	  	Recitals
	 “Series B Global Note”
	  	2.1(b)  
	 “Special Interest Payment Date”
	  	2.13(a)
	 “Special Record Date”
	  	2.13(a)
	 “Suspended Covenants”
	  	3.14     

  
 SECTION 1.2.
Incorporation by Reference of Trust Indenture Act. This Indenture is subject to the mandatory provisions of the TIA which are incorporated by reference in and made a part of this Indenture. The following TIA terms have the following meanings:

  
 “Commission” means the SEC. 
  
 “indenture notes” means the Notes. 
  
 “indenture security holder” means a Noteholder. 
  
 “indenture to be qualified” means this Indenture. 
  
 “indenture trustee” or “institutional trustee” means the
Trustee. 
  
 “obligor” on the indenture securities means
the Company and any other obligor on the indenture securities. 
  
 All other TIA terms used in this Indenture that are defined by the TIA, defined by the TIA reference to another statute or defined by SEC rule have the meanings assigned to them by such definitions. 
  

 29 








 SECTION 1.3. Rules of Construction. Unless the context otherwise requires: 
  
 (1) a term has the meaning assigned to it; 
  
 (2) an accounting term not otherwise defined has the meaning assigned to it
in accordance with GAAP; 
  
 (3) “or” is not exclusive;

  
 (4) “including” means including without limitation;

  
 (5) words in the singular include the plural and words in the
plural include the singular; 
  
 (6) unsecured Indebtedness shall
not be deemed to be subordinate or junior to secured Indebtedness merely by virtue of its nature as unsecured Indebtedness; 
  
 (7) the principal amount of any noninterest 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 GAAP; and 
  
 (8) 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. 
  
 ARTICLE II 
  
 The Notes 
  
 SECTION 2.1. Form, Dating and Terms. (a) The aggregate principal amount of Notes that may be authenticated and
delivered under this Indenture is unlimited. The Initial Notes issued on the date hereof will be in an aggregate principal amount of $200,000,000. In addition, the Company may issue, from time to time in accordance with the provisions of this
Indenture, including, without limitation, Section 3.3(a) hereof, Additional Notes and Exchange Notes. Furthermore, Notes may be authenticated and delivered upon registration or transfer, or in lieu of, other Notes pursuant to Section
2.6, 2.9, 2.11 or 9.5 or in connection with an Asset Disposition Offer pursuant to Section 3.8 or a Change of Control Offer pursuant to Section 3.10. 
  
 The Initial Notes shall be known and designated as “7 3/8% Senior Notes, Series A, due 2014” of the Company. Additional Notes issued as Restricted Notes shall be known
and designated as “7 3/8% Senior Notes, Series A, due 2014” of the Company. Additional Notes issued
other than as Restricted Notes shall be known and designated as “7 3/8% Senior Notes, Series B, due
2014” of the Company, and Exchange Notes shall be known and designated as “7 3/8% Senior Notes, Series
B, due 2014” of the Company. 
  

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 With respect to any Additional Notes, the Company shall set forth in (a) a Board Resolution and (b)(i) an
Officers’ Certificate or (ii) one or more indentures supplemental hereto, the following information: 
  
 (i) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; 
  
 (ii) the issue price and the issue date of such Additional
Notes; and 
  
 (iii) whether such Additional
Notes shall be Restricted Notes issued in the form of Exhibit A hereto and/or shall be issued in the form of Exhibit B hereto. 
  
 The Initial Notes, the Additional Notes and the Exchange Notes shall be considered collectively as a single class for all purposes of this Indenture.
Holders of the Initial Notes, the Additional Notes and the Exchange Notes shall vote and consent together on all matters to which such Holders are entitled to vote or consent as one class, and none of the Holders of the Initial Notes, the Additional
Notes or the Exchange Notes shall have the right to vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent. 
  
 (b) The Initial Notes are being offered and sold by the Company pursuant to a Purchase Agreement, dated June 24, 2004, among the Company, the Subsidiary
Guarantors, J.P. Morgan Securities Inc. and Banc of America Securities LLC (the “Purchase Agreement”). The Initial Notes and any Additional Notes (if issued as Restricted Notes) (“Additional Restricted Notes”) shall
be resold initially only to (A) QIBs and (B) Persons other than U.S. Persons (as defined in Regulations S under the Securities Act (“Regulation S”)) in reliance on Regulation S. Such Initial Notes and Additional Restricted Notes may
thereafter be transferred to among others, QIBs, purchasers in reliance on Regulation S and institutional “accredited investors” (as defined in Rules 501(a)(1), (2), (3) and (7) under the Securities Act) who are not QIBs
(“IAIs”) in accordance with Rule 501 of the Securities Act in accordance with the procedure described herein. Additional Notes offered after the date hereof may be offered and sold by the Company from time to time pursuant to one or
more purchase agreements in accordance with applicable law. 
  
 Initial Notes and Additional Restricted Notes offered and sold to QIBs in the United States of America in reliance on Rule 144A (the “Rule 144A Notes”) shall be issued in the form of a permanent global Note substantially in
the form of Exhibit A, which is hereby incorporated by reference and made a part of this Indenture including appropriate legends as set forth in Section 2.1(d) (the “Rule 144A Global Note”), deposited with the Trustee, as
custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by the Depositary’s rules regarding
the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for
the Depositary or its nominee, as hereinafter provided. 
  

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 Initial Notes and any Additional Restricted Notes offered and sold outside the United States of America
(the “Regulation S Notes”) in reliance on Regulation S shall initially be issued in the form of a permanent global Note substantially in the form of Exhibit A including appropriate legends as set forth in Section 2.1(d) (the
“Regulation S Global Note”). The Regulation S Note shall be deposited upon issuance with, or on behalf of, the Trustee, as custodian for the Depositary in the manner described in this Article II for credit to the respective
accounts of the purchasers (or to such other accounts as they may direct), including, but not limited to, accounts at Euroclear or Clearstream. 
  
 Investors may hold their interests in the Regulation S Global Note directly through Euroclear or Clearstream, if they are participants in such systems, or
indirectly through organizations that are participants in such systems. Investors may also hold such interests through organizations other than Euroclear or Clearstream that are participants in the Depositary’s system. If interests in the
Regulation S Global Note are held through Euroclear or Clearstream, Euroclear and Clearstream shall hold such interests in the Regulation S Global Note through the Depositary on behalf of their participants through customers’ securities
accounts in their respective names on the books of their respective depositaries. Such depositaries, in turn, shall hold such interests in the applicable Regulation S Global Note in customers’ securities accounts in the depositaries’ names
on the books of the Depositary. The Regulation S Global Note may be represented by more than one certificate, if so required by the Depositary’s rules regarding the maximum principal amount to be represented by a single certificate. The
aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. 
  
 Initial Notes and any Additional Restricted Notes resold to IAIs (the
“Institutional Accredited Investor Notes”) in the United States of America shall be issued in the form of a permanent global Note substantially in the form of Exhibit A including appropriate legends as set forth in Section
2.1(d) (the “Institutional Accredited Investor Global Note”) deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Institutional
Accredited Investor Global Note may be represented by more than one certificate, if so required by the Depositary’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the
Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. 
  
 Exchange Notes exchanged for interests in the Rule 144A Note, the Regulation
S Note and the Institutional Accredited Investor Note, as the case may be, shall be issued in the form of a permanent global Note substantially in the form of Exhibit B hereto, which is hereby incorporated by reference and made a part of this
Indenture, deposited with the Trustee as hereinafter provided, including the appropriate legend set forth in Section 2.1(d) hereof (the “Exchange Global Note”). The Exchange Global Note may be represented by more than one
certificate, if so required by the Depositary’s rules regarding the maximum principal amount to be represented by a single certificate. 
  

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 Any Additional Notes issued other than as Restricted Notes shall be issued in the form of one or more
permanent global Notes substantially in the form of Exhibit B (each, a “Series B Global Note”) deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter
provided. A Series B Global Note may be represented by more than one certificate, if so required by the Depositary’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the
Series B Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. 
  
 The Rule 144A Global Note, the Regulation S Global Note, the Institutional
Accredited Investor Global Note, the Exchange Global Note, and the Series B Global Notes are sometimes collectively herein referred to as the “Global Notes.” 
  
 The principal of (and premium, if any) and interest on the Notes shall be payable at the office or agency of the Company
maintained for such purpose in The City of New York, or at such other office or agency of the Company as may be maintained for such purpose pursuant to Section 2.3; provided, however, that, at the option of the Company, each
installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or (ii) wire transfer or to an account located in the United States maintained by the payee.
Payments in respect of Notes represented by a Global Note (including principal, premium and interest) shall be made by wire transfer of immediately available funds to the accounts specified by the Depositary. Payments in respect of Notes represented
by Definitive Notes (including principal, premium, if any, and interest) held by a Holder of at least $1,000,000 aggregate principal amount of Notes represented by Definitive Notes shall be made 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 the Paying Agent to such effect designating such account no later than 15 days immediately preceding the relevant
due date for payment (or such other date as the Trustee may accept in its discretion). 
  
 The Exchange Notes shall be in the form of Exhibit B. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on Exhibits A and
B and in Section 2.1(d). The Company and the Trustee shall approve the forms of the Notes and any notation, endorsement or legend on them. Each Note shall be dated the date of its authentication. The terms of the Notes set forth in
Exhibit A and Exhibit B are part of the terms of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms. 
  
 (c) Denominations. The Notes shall be issuable only in fully
registered form, without coupons, and only in denominations of $1,000 and any integral multiple thereof. 
  
 (d) Restrictive Legends. Unless and until (i) an Initial Note or an Additional Note issued as a Restricted Note is sold under an effective
registration statement or (ii) an Initial 

  

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Note or an Additional Note issued as a Restricted Note is exchanged for an Exchange Note in connection with an effective registration statement, in each case
pursuant to the Registration Rights Agreement, (A) such Rule 144A Global Note and the Institutional Accredited Investor Global Note shall bear the following legend (the “Private Placement Legend”) on the face thereof: 
  
 “THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR
ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE
LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT
PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE
MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE
SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION
WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER,
SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE 

  

 34 








 
DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE
HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. 
  
 BY ITS
ACQUISITION OF THIS SECURITY THE HOLDER HEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (I) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE AND HOLD THIS SECURITY CONSTITUTES THE ASSETS OF AN EMPLOYEE BENEFIT PLAN THAT IS
SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), PLAN, ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”), OR PROVISIONS UNDER ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAWS”), OR OF ANY ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO
INCLUDE “PLAN ASSETS” OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT, OR (II) THE ACQUISITION AND HOLDING OF THIS SECURITY WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A
VIOLATION UNDER ANY APPLICABLE SIMILAR LAW.” 
  
 (B) the
Regulation S Global Note shall bear the following legend (the “Regulation S Legend”) on the face thereof: 
  
 “THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT
BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING
FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT (“REGULATION S”), (2) BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER
SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS 40 DAYS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS
SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE
144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A 

  

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“QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO
AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN
INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT,
OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO
REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. AS USED HEREIN, THE TERMS
“OFFSHORE TRANSACTION”, “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. 
  
 BY ITS ACQUISITION OF THIS SECURITY THE HOLDER HEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (I) NO
PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE AND HOLD THIS SECURITY CONSTITUTES THE ASSETS OF AN EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
PLAN, ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR PROVISIONS UNDER ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO
SUCH PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAWS”), OR OF ANY ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT, OR (II) THE ACQUISITION AND HOLDING OF THIS
SECURITY WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION UNDER ANY APPLICABLE SIMILAR LAW.” 
  

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 (C) The Global Notes, whether or not an Initial Note, shall bear the following legend on the face
thereof: 
  
 “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 IN 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.” 
  
 (e) Book-Entry Provisions. (i) This Section 2.1(e) shall apply
only to Global Notes deposited with the Trustee, as custodian for the Depositary. 
  
 (ii) Each Global Note initially shall (x) be registered in the name of the Depositary for such Global Note or the nominee of such Depositary, (y) be delivered to the Trustee as custodian for such Depositary and (z)
bear legends as set forth in Section 2.1(d). 
  
 (iii)
Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary or by the Trustee as the custodian of the Depositary
or under such Global Note, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein
shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members,
the operation of customary practices of the Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. 
  
 (iv) The registered Holder of a Global Note 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 Notes. 
  

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 (v) In connection with any transfer of a portion of the beneficial interest in a Global Note pursuant to
subsection (f) of this Section 2.1 to beneficial owners who are required to hold Definitive Notes, the Trustee shall reflect on its books and records the date and a decrease in the principal amount of such Global Note in an amount equal to
the principal amount of the beneficial interest in the Global Note to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Definitive Notes of like tenor and amount. 
  
 (vi) In connection with the transfer of an entire Global Note to beneficial
owners pursuant to subsection (e) of this Section, such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified
by the Depositary in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. 
  
 (vii) Any Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in
such Global Note may be effected only through a book-entry system maintained by (a) the Holder of such Global Note (or its agent) or (b) any Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such
Global Note shall be required to be reflected in a book entry. 
  
 (f) Definitive Notes. Except as provided below, owners of beneficial interests in Global Notes shall not be entitled to receive Definitive Notes. If required to do so pursuant to any applicable law or regulation, beneficial owners
may obtain Definitive Notes in exchange for their beneficial interests in a Global Note upon written request in accordance with the Depositary’s and the Registrar’s procedures. In addition, Definitive Notes shall be transferred to all
beneficial owners in exchange for their beneficial interests in a Global Note if (i) the Depositary notifies the Company that it is unwilling or unable to continue as depositary for such Global Note or the Depositary ceases to be a clearing agency
registered under the Exchange Act, at a time when the Depositary is required to be so registered in order to act as Depositary, and in each case a successor depositary is not appointed by the Company within 90 days of such notice or, (ii) the
Company executes and delivers to the Trustee and Registrar an Officers’ Certificate stating that such Global Note shall be so exchangeable or (iii) an Event of Default has occurred and is continuing and the Registrar has received a request from
the Depositary. 
  
 (g) Any Definitive Note delivered in exchange
for an interest in a Global Note pursuant to Section 2.1(e)(v) or (vi) shall, except as otherwise provided by paragraph (c) of Section 2.6, bear the applicable legend regarding transfer restrictions applicable to the Definitive
Note set forth in Section 2.1(d). 
  
 (h) In connection
with the exchange of a portion of a Definitive Note for a beneficial interest in a Global Note, the Trustee shall cancel such Definitive Note, and the Company shall execute, and the Trustee shall authenticate and deliver, to the transferring Holder
a new Definitive Note representing the principal amount not so transferred. 
  

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 SECTION 2.2. Execution and Authentication. Two Officers shall sign the Notes for the Company by
manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. 
  
 A Note shall not be valid until an authorized signatory of the Trustee manually authenticates the Note. The signature of the
Trustee on a Note shall be conclusive evidence that such Note has been duly and validly authenticated and issued under this Indenture. A Note shall be dated the date of its authentication. 
  
 At any time and from time to time after the execution and delivery of this
Indenture, the Trustee shall authenticate and make available for delivery: (1) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $200,000,000, (2) subject to the terms of this Indenture, Additional Notes for
original issue in an unlimited principal amount and (3) Exchange Notes for issue only in an Exchange Offer pursuant to a Registration Rights Agreement or upon resale under an effective Shelf Registration Statement, and only in exchange for Initial
Notes or Additional Notes, as the case may be, of an equal principal amount, in each case upon a written order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company (the
“Company Order”). Such Company Order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes, Additional Notes
or Exchange Notes. 
  
 The Trustee may appoint an agent (the
“Authenticating Agent”) reasonably acceptable to the Company to authenticate the Notes. Unless limited by the terms of such appointment, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each
reference in this Indenture to authentication by the Trustee includes authentication by such agent. 
  
 In case the Company or any Subsidiary Guarantor (if any), pursuant to Article IV or Section 10.2 shall be consolidated or merged with or
into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which
the Company or such Subsidiary Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant
to Article IV, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes
executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon
Company Order of the successor Person, shall authenticate and deliver Notes as specified in such order for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this
Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the 

  

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Holders but without expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in such new
name. 
  
 SECTION 2.3. Registrar and Paying Agent. The
Company shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange (the “Registrar”) and an office or agency where Notes may be presented for payment (the “Paying
Agent”). The Company shall cause each of the Registrar and the Paying Agent to maintain an office or agency in the Borough of Manhattan, The City of New York. The Registrar shall keep a register of the Notes and of their transfer and
exchange (the “Note Register”). The Company may have one or more co-registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent and the term “Registrar”
includes any co-registrar. 
  
 The Company shall 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 Company shall
notify the Trustee in writing of the name and address of each such agent. If the Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section
7.7. The Company or any of its Wholly-Owned Subsidiaries that is a Domestic Subsidiary may act as Paying Agent, Registrar or transfer agent. 
  
 The Company initially appoints the Trustee as Registrar and Paying Agent for the Notes. The Company 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) acceptance of any appointment by a successor as evidenced by an appropriate agreement entered into by the
Company 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 Company and the Trustee. 
  
 SECTION 2.4. Paying Agent To Hold Money in Trust. By at least 10:00 a.m. (New York City time) on the date on which any principal of or interest on
any Note is due and payable, the Company shall deposit with the Paying Agent a sum sufficient in immediately available funds to pay such principal or interest when due. The Company shall require each Paying Agent (other than the Trustee) to agree in
writing that such Paying Agent shall hold in trust for the benefit of Noteholders or the Trustee all money held by such Paying Agent for the payment of principal of or interest on the Notes and shall notify the Trustee in writing of any default by
the Company or any Subsidiary Guarantor in making any such payment. If the Company or a Subsidiary acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Company at any time may
require a Paying Agent (other than the Trustee) 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, the Paying Agent (if other than the Company or a Subsidiary)
shall have no further liability for the money delivered to the 

  

 40 








 
Trustee. Upon any bankruptcy, reorganization or similar proceeding with respect to the Company, the Trustee shall serve as Paying Agent for the Notes.

  
 SECTION 2.5. Noteholder 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 Noteholders and shall otherwise comply with TIA § 312(a). If the Trustee is not the Registrar or to the extent
otherwise required under the TIA, the Company, on its own behalf and on behalf of each Subsidiary Guarantor, shall furnish to the Trustee, in writing at least seven Business Days before each interest payment date and at such other times as the
Trustee may request in writing within 15 days, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Noteholders and the Company shall otherwise comply with TIA § 312(a). 
  
 SECTION 2.6. Transfer and Exchange. 
  
 (a) The following provisions shall apply with respect to any proposed
transfer of a Rule 144A Note or an Institutional Accredited Investor Note prior to the date which is two years after the later of the date of its original issue and the last date on which the Company or any Affiliate of the Company was the owner of
such Notes (or any predecessor thereto) (the “Resale Restriction Termination Date”): 
  
 (i) a transfer of a Rule 144A Note or an Institutional Accredited Investor Note or a beneficial interest therein to a QIB shall be made
upon the representation of the transferee in the form as set forth on the reverse of the Note that it is purchasing the Note 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, 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 Company as it 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 its foregoing representations in order to claim the exemption from registration provided by Rule 144A;

  
 (ii) a transfer of a Rule 144A Note or an
Institutional Accredited Investor Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 hereof from the proposed transferee
and, if requested by the Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and 
  
 (iii) a transfer of a Rule 144A Note or an Institutional Accredited Investor Note or a beneficial interest
therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 hereof from the proposed transferee and, if requested by the Company or the Trustee, the
delivery of an opinion of counsel, certification and/or other information satisfactory to each of them. 
  

 41 








 (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Note
prior to the expiration of the Restricted Period: 
  
 (i) a transfer of a Regulation S Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment on the reverse of the certificate, that it is purchasing the Note 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, 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 Company 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 its foregoing representations in order to claim the exemption from registration provided by Rule 144A; 
  
 (ii) a transfer of a Regulation S Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent
of a certificate substantially in the form set forth in Section 2.7 hereof from the proposed transferee and, if requested by the Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information
satisfactory to each of them; and 
  
 (iii) a
transfer of a Regulation S Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 hereof from the proposed
transferee and, if requested by the Company or the Trustee, receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them. 
  
 After the expiration of the Restricted Period, interests in the Regulation S
Note may be transferred in accordance with applicable law without requiring the certification set forth in Section 2.8 or any additional certification. 
  

(c) Restricted Notes Legend. Upon the transfer, exchange or replacement of Notes not bearing a Restricted Notes Legend, the Registrar shall
deliver Notes that do not bear a Restricted Notes Legend. Upon the transfer, exchange or replacement of Notes bearing a Restricted Notes Legend, the Registrar shall deliver only Notes that bear such Restricted Notes Legend unless (i) Initial Notes
are being exchanged for Exchange Notes in a Exchange Offer in which case the Exchange Notes shall not bear a Restricted Notes Legend, (ii) an Initial Note is being transferred pursuant to an effective registration statement or (iii) there is
delivered to the Registrar an Opinion of Counsel to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act. Any Additional Notes sold in a
registered offering shall not be required to bear the Restricted Notes Legend. 
  
 (d) The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.1 or this Section 2.6. The Company shall have 

  

 42 








 
the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable
written notice to the Registrar. 
  
 (e) Obligations with
Respect to Transfers and Exchanges of Notes. 
  
 (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article II, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the
Registrar’s request. 
  
 (ii) No service
charge shall be made to a Holder for any registration of transfer or exchange, but the Company 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 charges payable upon exchange or transfer pursuant to Sections 3.10 or 9.5). 
  
 (iii) The Registrar shall not be required to register the transfer of or exchange of any Note for a period beginning (1) 15 Business Days
before the mailing of a notice of an offer to repurchase Notes and ending at the close of business on the day of such mailing or (2) 15 Business Days before an interest payment date and ending on such interest payment date. 
  
 (iv) Prior to the due presentation for registration of
transfer of any Note, the Company, the Trustee, the Paying Agent or the Registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest
on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. 
  
 (v) All Notes 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 Notes surrendered upon such transfer or exchange. 
  
 (f) No Obligation of the Trustee. (i) The Trustee shall have no responsibility or obligation to any beneficial owner
of a Global Note, a member of, or a participant in, the Depositary or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest in the
Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depositary) of any notice or the payment of any amount or delivery of any Notes (or other security or property) under or with respect
to such Notes. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Notes shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its
nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully
protected in relying 

  

 43 








 
upon information furnished by the Depositary 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 applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary
participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this
Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. 
  
 SECTION 2.7. Form of Certificate to be Delivered in Connection with Transfers to Institutional Accredited Investors. 
  
 [Date] 
  
 K2 Inc. 
 c/o U.S. Bank National Association 
 60 Livingston Avenue 
 Internal Mail EP-MN-WS3C 
 St. Paul, MN 55107-2292 
  
 Attention: Corporate Trust Department 
  
 Dear Sirs: 
  
 This certificate is delivered to request a transfer of $ principal amount of the 7 3/8% Senior Notes due 2014 (the “Notes”) of K2 Inc. (the “Company”). 
  
 Upon transfer, the Notes 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) 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 $250,000 principal
amount of the Notes, and we are acquiring the Notes not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act. We have 

  

 44 








 
such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risk of our investment in the Notes and we
invest in or purchase securities similar to the Notes 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 Notes 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 Notes to offer, sell or otherwise transfer such Notes prior to
the date that is two years after the later of the date of original issue and the last date on which the Company or any affiliate of the Company was the owner of such Notes (or any predecessor thereto) (the “Resale Restriction Termination
Date”) only (a) to the Company, (b) pursuant to a registration statement which has been declared effective under the Securities Act, (c) in a transaction complying with the requirements of Rule 144A under the Securities Act (“Rule
144A”), to a person we reasonably believe is a qualified institutional buyer under Rule 144A (a “QIB”) that purchases for its own account or for the account of a QIB and to whom notice is given that the transfer is being made in
reliance on Rule 144A, (d) pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act, (e) to an institutional “accredited investor” within the meaning of Rule 501(a)(1),
(2), (3) or (7) under the Securities Act that is purchasing for its own account or for the account of such an institutional “accredited investor,” in each case in a minimum principal amount of Notes of $250,000 or (f) pursuant to any other
available exemption from the registration requirements of the Securities Act, subject in each of the foregoing cases to any requirement of law that the disposition of our property or the property of such investor account or accounts be at all times
within our or their control and in compliance with any applicable state securities laws. The foregoing restrictions on resale shall not apply subsequent to the Resale Restriction Termination Date. If any resale or other transfer of the Notes is
proposed to be made pursuant to clause (e) above 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 Company 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) under the Securities Act) and that it is acquiring such Notes for investment purposes and not
for distribution in violation of the Securities Act. Each purchaser acknowledges that the Company and the Trustee reserve the right prior to any offer, sale or other transfer prior to the Resale Termination Date of the Notes pursuant to clauses (d),
(e) or (f) above to require the delivery of an opinion of counsel, certifications and/or other information satisfactory to the Company and the Trustee. 
  

			
		
	 TRANSFEREE:
	 	 



			
		
	 BY
	 	 


  

 45 








 
SECTION 2.8. Form of Certificate to be Delivered in Connection with Transfers Pursuant to Regulation S. 
  
 [Date] 
  
 K2 Inc. 
 c/o U.S. Bank National Association 
 60 Livingston Avenue 
 Internal Mail EP-MN-WS3C 
 St. Paul, MN 55107-2292 
  
 Attention: Corporate Trust Department 
  

					
	 Re:
	  	K2 Inc.
	 	  	7 3/8%
Senior Notes due 2014 (the “Notes”)	  	 

  
 Ladies and Gentlemen: 
  
 In connection with our proposed sale of
$                 aggregate principal amount of the Notes, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the
United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that: 
  
 (a) the offer of the Notes was not made to a person in the United States; 
  
 (b) either (i) at the time the buy order was originated, the transferee was outside the United States or we and any person
acting on our behalf reasonably believed that the transferee was outside the United States or (ii) the transaction was executed in, on or through the facilities of a designated off-shore securities market and neither we nor any person acting on our
behalf knows that the transaction has been pre-arranged with a buyer in the United States; 
  
 (c) no directed selling efforts have been made in the United States in contravention of the requirements of Rule 903(a)(2) or Rule 904(a)(2) of Regulation S, as applicable; and 
  
 (d) the transaction is not part of a plan or scheme to evade the registration
requirements of the Securities Act. 
  
 In addition, if the sale
is made during a restricted period and the provisions of Rule 903(b)(2) or Rule 904(b)(1) of Regulation S are applicable thereto, we confirm that such sale has been made in accordance with the applicable provisions of Rule 903(b)(2) or Rule
904(b)(1), as the case may be. 
  
 You and the Company are
entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or 

  

 46 








 
legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this certificate have the meanings set forth in Regulation S.

  

			
	 Very truly yours,

	
	 [Name of Transferor]

		
	By:	 	 
	 	 	 Authorized Signature


  
 SECTION 2.9.
Mutilated, Destroyed, Lost or Stolen Notes. If a mutilated Note is surrendered to the Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee, upon
Company Order, shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met such that the Noteholder (a) notifies the Company and the Trustee within a reasonable time after such Noteholder has
notice of such loss, destruction or wrongful taking and the Registrar has not registered a transfer prior to receiving such notification, (b) makes such request to the Company prior to the Company having notice that the Note has been acquired by a
protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Company and the Trustee. Such Holder shall furnish an indemnity bond
sufficient in the judgment of the Company and the Trustee to protect the Company, the Trustee, the Paying Agent and the Registrar from any loss which any of them may suffer if a Note is replaced, then, in the absence of notice to the Company, any
Subsidiary Guarantor or the Trustee that such Note has been acquired by a protected purchaser, the Company shall execute and upon Company Order the Trustee shall authenticate and deliver, in exchange for any such mutilated Note or in lieu of any
such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding. 
  
 In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company in its discretion may, instead of
issuing a new Note, pay such Note. 
  
 Upon the issuance of any
new Note under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) in
connection therewith. 
  
 Every new Note issued pursuant to this
Section in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, any Subsidiary Guarantor and any other obligor upon the Notes, whether or not the mutilated, destroyed,
lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder. 
  

 47 








 The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights
and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes. 
  
 SECTION 2.10. Outstanding Notes. Notes outstanding at any time are all Notes authenticated by the Trustee except for those canceled by it, those
paid pursuant to Section 2.9, those delivered to it for cancellation and those described in this Section as not outstanding. A Note does not cease to be outstanding in the event the Company or an Affiliate of the Company holds the Note except that
the Company or an Affiliate of the Company shall not obtain voting rights with respect to such Note. 
  
 If a Note is replaced pursuant to Section 2.9, it ceases to be outstanding unless the Trustee and the Company receive proof satisfactory to them
that the replaced Note is held by a bona fide purchaser. 
  
 If
the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a maturity date money sufficient to pay all principal and interest payable on that date with respect to the Notes maturing and the Paying Agent is not prohibited
from paying such money to the Noteholders on that date pursuant to the terms of this Indenture, then on and after that date such Notes cease to be outstanding and interest on them ceases to accrue. 
  
 SECTION 2.11. Temporary Notes. In the event that Definitive Notes are
to be issued under the terms of this Indenture, until such Definitive Notes are ready for delivery, the Company may prepare and the Trustee shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of Definitive Notes
but may have variations that the Company considers appropriate for temporary Notes. Without unreasonable delay, the Company shall prepare and the Trustee shall authenticate Definitive Notes. After the preparation of Definitive Notes, the temporary
Notes shall be exchangeable for Definitive Notes upon surrender of the temporary Notes at any office or agency maintained by the Company for that purpose and such exchange shall be without charge to the Holder. Upon surrender for cancellation of any
one or more temporary Notes, the Company shall execute, and the Trustee shall authenticate and make available for delivery in exchange therefor, one or more Definitive Notes representing an equal principal amount of Notes. Until so exchanged, the
Holder of temporary Notes shall in all respects be entitled to the same benefits under this Indenture as a Holder of Definitive Notes. 
  
 SECTION 2.12. Cancellation. The Company at any time may deliver Notes to the Trustee for cancellation. The Registrar and the Paying Agent shall
forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall cancel and return to the Company all Notes surrendered for registration of transfer, exchange, payment or
cancellation. The Company may not issue new Notes to replace Notes it has paid or delivered to the Trustee for cancellation. 
  
 At such time as all beneficial interests in a Global Note have either been exchanged for Definitive Notes, transferred, redeemed, repurchased or canceled,
such Global Note shall be returned by the Depositary to the Trustee for cancellation or retained and canceled 

  

 48 








 
by the Trustee. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for Definitive Notes, transferred in
exchange for an interest in another Global Note, redeemed, repurchased or canceled, the principal amount of Notes represented by such Global Note shall be reduced and an adjustment shall be made on the Global Note and on the books and records of the
Trustee (if it is then the Notes Custodian for such Global Note) with respect to such Global Note, by the Trustee or the Notes Custodian, to reflect such reduction. 
  
 SECTION 2.13. Payment of Interest; Defaulted Interest. Interest on any Note which is payable, and is
punctually paid or duly provided for, on any interest payment date shall be paid to the Person in whose name such Note (or one or more predecessor Notes) is registered at the close of business on the regular record date for such interest at the
office or agency of the Company maintained for such purpose pursuant to Section 2.3. 
  
 Any interest on any Note which is payable, but is not paid when the same becomes due and payable and such nonpayment continues for a period of 30 days shall forthwith cease to be payable to the Holder on the regular
record date by virtue of having been such Holder, and such defaulted interest and (to the extent lawful) interest on such defaulted interest at the rate borne by the Notes (such defaulted interest and interest thereon herein collectively called
“Defaulted Interest”) shall be paid by the Company, at its election in each case, as provided in clause (a) or (b) below: 
  
 (a) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Notes (or their respective
predecessor Notes) are registered at the close of business on a Special Record Date (as defined below) for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the
amount of Defaulted Interest proposed to be paid on each Note and the date (not less than 30 days after such notice) of the proposed payment (the “Special Interest Payment Date”), and at the same time the Company shall deposit with
the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when
deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a record date (the “Special Record Date”) for the payment of such Defaulted
Interest, which shall be not more than 15 days and not less than 10 days prior to the Special Interest Payment Date and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify
the Company of such Special Record Date, and in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date and Special Interest Payment Date therefor to be given in
the manner provided for in Section 11.2, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date and Special Interest Payment Date therefor having been so
given, such Defaulted Interest shall be paid on the Special Interest Payment Date to the Persons in whose names the Notes (or their respective 

  

 49 








 
Predecessor Notes) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following clause (b).

  
 (b) The Company may make payment of any
Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the
Trustee of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee. 
  
 Subject to the foregoing provisions of this Section, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in
lieu of any other Note shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Note. 
  
 SECTION 2.14. Computation of Interest. Interest on the Notes shall be computed on the basis of a 360-day year of twelve 30-day months. 

 
 SECTION 2.15. CUSIP Numbers. The Company in issuing the Notes may
use “CUSIP” numbers (if then generally in use). The Trustee shall not be responsible for the use of CUSIP numbers, and the Trustee makes no representation as to their correctness as printed on any Note or notice to Noteholders and that
reliance may be placed only on the other identification numbers printed on the Notes, and any redemption shall not be affected by any defect in or omission of such CUSIP numbers. The Company shall promptly notify the Trustee in writing of any change
in the CUSIP numbers. 
  
 ARTICLE III 
  
 Covenants 
  
 SECTION 3.1. Payment of Notes. The Company shall promptly pay the principal of and interest on the Notes on the dates
and in the manner provided in the Notes and in this Indenture. Principal and interest shall be considered paid on the date due if on such date the Trustee or the Paying Agent holds in accordance with this Indenture 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 Noteholders on that date pursuant to the terms of this Indenture. 
  
 The Company shall pay interest on overdue principal at the rate specified
therefor in the Notes, and it shall pay interest on overdue installments of interest at the same rate to the extent lawful. 
  
 Notwithstanding anything to the contrary contained in this Indenture, the Company may, to the extent it is required to do so by law, deduct or withhold
income or other 

  

 50 








 
similar taxes imposed by the United States of America from principal or interest payments hereunder. 
  
 SECTION 3.2. SEC Reports. Notwithstanding that the Company may not be
subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, to the extent permitted by the Exchange Act, the Company shall file with the SEC, and make available to the Trustee and the registered holders of the Notes, the annual
reports and the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) that are specified in Sections 13 and 15(d) of the Exchange Act within the time periods
specified therein. In the event that the Company is not permitted to file such reports, documents and information with the SEC pursuant to the Exchange Act, the Company shall nevertheless make available such Exchange Act information to the Trustee
and the holders of the Notes as if the Company were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act within the time periods specified therein. The Company shall also comply with the other provisions of TIA §
314(a). 
  
 If the Company has designated any of its Subsidiaries
as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the
financial statements and in Management’s Discussion and Analysis of Results of Operations and Financial Condition, of the financial condition and results of operations of the Company and its Restricted Subsidiaries. 
  
 SECTION 3.3. Limitation on Indebtedness. (a) The Company shall not,
and shall not permit any of its Restricted Subsidiaries to, Incur any Indebtedness (including Acquired Indebtedness); provided, however, that the Company and the Subsidiary Guarantors may Incur Indebtedness if on the date thereof:

  
 (1) the Consolidated Coverage Ratio for the
Company and its Restricted Subsidiaries is at least 2.00 to 1.00; and 
  
 (2) no Default or Event of Default shall have occurred or be continuing or shall occur as a consequence of Incurring the Indebtedness or transactions relating to such Incurrence. 
  
 (b) The foregoing paragraph (a) shall not prohibit the Incurrence of the
following Indebtedness: 
  
 (1) Indebtedness of
the Company or any of the Subsidiary Guarantors Incurred pursuant to a Credit Facility in an aggregate amount up to the greater of (a) the Borrowing Base, less the aggregate principal amount of Indebtedness outstanding at any one time under clause
(11), and (b) $300.0 million less the aggregate principal amount of repayments with the proceeds from Asset Dispositions that are required under this Indenture to reduce permanently the revolving commitments under a Credit Facility (and 

  

 51 








 
Guarantees of Restricted Subsidiaries in respect of the Indebtedness Incurred pursuant to a Credit Facility under this clause (1)); 
  
 (2) Guarantees by the Company or any Subsidiary Guarantor of
Indebtedness Incurred in accordance with the provisions of this Indenture; provided that in the event such Indebtedness that is being Guaranteed is a Subordinated Obligation or a Subsidiary Guarantor Subordinated Obligation, then the related
Guarantee shall be subordinated in right of payment to the Notes or the Subsidiary Guarantee, as the case may be; 
  
 (3) Indebtedness of the Company owing to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owing to and
held by the Company or any other Restricted Subsidiary; provided, however, 
  
 (a) if the Company is the obligor on such Indebtedness, such Indebtedness is expressly subordinated to the prior payment in full in cash
of all obligations with respect to the Notes; 
  
 (b) if a Subsidiary Guarantor is the obligor on such Indebtedness and the Company or a Subsidiary Guarantor is not the obligee, such Indebtedness is subordinated in right of payment to the Subsidiary Guarantees of such Subsidiary Guarantor;
and 
  
 (c) (i) any subsequent issuance or
transfer of Capital Stock or any other event which results in any such Indebtedness being beneficially held by a Person other than the Company or a Restricted Subsidiary of the Company; and 
  
 (ii) any sale or other transfer of any such Indebtedness to
a Person other than the Company or a Restricted Subsidiary of the Company 
  
 shall be deemed, in each case, to constitute an Incurrence of such Indebtedness by the Company or such Subsidiary, as the case may be. 
  
 (4) (a) Indebtedness represented by the Notes and the Subsidiary Guarantees issued on the Issue Date and the exchange notes and exchange
guarantees issued in a registered exchange offer pursuant to the Registration Rights Agreement, (b) any Indebtedness (other than the Indebtedness described in clauses (1), (2), (3), (6), (7), (8), (9), (10), (11) and (13)) outstanding on the Issue
Date and (c) any Refinancing Indebtedness Incurred in respect of any Indebtedness described in this clause (4) or clause (5) or Incurred pursuant to Section 3.3(a); 
  
 (5) Indebtedness of a Subsidiary Guarantor Incurred and outstanding on the date on which such Subsidiary
Guarantor was acquired by the Company or another Restricted Subsidiary and Indebtedness of a Foreign Subsidiary Incurred and outstanding on the date on which such Foreign Subsidiary was acquired by the Company or another Restricted Subsidiary (other
than Indebtedness Incurred (a) to provide all or any portion 

  

 52 








 
of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Subsidiary Guarantor or Foreign Subsidiary, as
the case may be, became a Subsidiary Guarantor or Foreign Subsidiary, as the case may be, or was otherwise acquired by the Company or (b) otherwise in connection with, or in contemplation of, such acquisition); provided, however, that at the
time such Restricted Subsidiary is acquired by the Company or such other Restricted Subsidiary, the Company would have been able to Incur $1.00 of additional Indebtedness pursuant to Section 3.3(a) after giving effect to the Incurrence of
such Indebtedness pursuant to this clause (5) or, in the case of an acquisition of a Foreign Subsidiary, such Foreign Subsidiary would have been able to Incur $1.00 of additional Indebtedness pursuant to clause (11) after giving effect to the
Incurrence of such Indebtedness pursuant to this clause (5); 
  
 (6) Indebtedness under Currency Agreements and Interest Rate Agreements; provided, that in the case of Currency Agreements, such Currency Agreements are related to business transactions of the Company or its
Restricted Subsidiaries entered into in the ordinary course of business or in the case of Currency Agreements and Interest Rate Agreements, such Currency Agreements and Interest Rate Agreements are entered into for bona fide hedging purposes of the
Company or its Restricted Subsidiaries (as determined in good faith by the Board of Directors or senior management of the Company) and substantially correspond in terms of notional amount, duration, currencies and interest rates, as applicable, to
Indebtedness of the Company or its Restricted Subsidiaries Incurred without violation of this Indenture; 
  
 (7) the Incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness represented by Capitalized Lease Obligations,
mortgage financings or purchase money obligations with respect to assets other than Capital Stock or other Investments, in each case Incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvements
of property used in the business of the Company or such Restricted Subsidiary, and any refinancing indebtedness in respect thereof, in an aggregate principal amount not to exceed $10.0 million at any time outstanding; 
  
 (8) Indebtedness Incurred in respect of workers’
compensation claims, self-insurance obligations, performance, surety and similar bonds and completion guarantees provided by the Company or a Restricted Subsidiary in the ordinary course of business; 
  
 (9) 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 or assumed in connection with the acquisition or disposition of any business, assets or Capital Stock of a Restricted
Subsidiary, provided that, in the case of a disposition, the maximum aggregate liability in respect of all such Indebtedness shall at no time exceed the gross proceeds (including all cash and non-cash proceeds) actually received by the
Company and its Restricted Subsidiaries in connection with such disposition; 
  

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 (10) Indebtedness arising from the honoring by a bank or other financial institution of a
check, draft or similar instrument (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business, provided, however, that such Indebtedness is extinguished within five Business Days of
Incurrence; 
  
 (11) Indebtedness of Foreign
Subsidiaries in an amount at any one time outstanding up to the greater of (a) 65.0% of such Foreign Subsidiaries’ Consolidated Tangible Assets or (b) $75.0 million; 
  
 (12) Indebtedness of the Company or any Restricted Subsidiary to the extent that the net proceeds thereof
are used substantially contemporaneously (i) to redeem the Notes (and any Additional Notes, if any) in full or (ii) to defease or discharge the Notes (and any Additional Notes, if any) in full, in each case in accordance with the terms of this
Indenture; and 
  
 (13) in addition to the items
referred to in clauses (1) through (12) above, Indebtedness of the Company and its Subsidiary Guarantors in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to
this clause (13) and then outstanding, shall not exceed $25.0 million at any time outstanding. 
  
 (c) The Company shall not Incur any Indebtedness under the preceding paragraph if the proceeds thereof are used, directly or indirectly, to refinance any Subordinated Obligations of the Company unless such
Indebtedness shall be subordinated to the Notes to at least the same extent as such Subordinated Obligations. No Subsidiary Guarantor shall Incur any indebtedness under the preceding paragraph if the proceeds thereof are used, directly or
indirectly, to refinance any Subsidiary Guarantor Subordinated Obligations of such Subsidiary Guarantor unless such Indebtedness shall be subordinated to the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee to at least the
same extent as such Subsidiary Guarantor Subordinated Obligations. No Restricted Subsidiary may Incur any Indebtedness if the proceeds are used to refinance Indebtedness of the Company or any Subsidiary Guarantor. 
  
 (d) The Company shall not, directly or indirectly, incur, or permit any
Subsidiary Guarantor to incur, any Indebtedness which by its terms (or by the terms of any agreement governing such Indebtedness) is expressly subordinated in right of payment to any other Indebtedness of the Company or such Subsidiary Guarantor, as
the case may be, unless such Indebtedness is also by its terms (or the by the terms of any agreement governing such Indebtedness) made expressly subordinate to the Notes, in the case of the Company, or the Subsidiary Guarantee, in the case of a
Subsidiary Guarantor, to the same extent and the same manner as such Indebtedness is subordinated to other Indebtedness of the Company or such Subsidiary Guarantor. For purposes of the foregoing, no Indebtedness shall be deemed to be subordinated in
right of payment to any other Indebtedness solely by virtue of such Indebtedness being unsecured or by virtue of the fact that the holders of such Indebtedness have entered into one or more intercreditor agreements giving one or more of such holders
priority over the other holders in the collateral held by them. 
  

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 (e) For purposes of determining compliance with, and the outstanding principal amount of any particular
Indebtedness Incurred pursuant to and in compliance with, this Section 3.3: 
  
 (1) in the event that Indebtedness meets the criteria of more than one of the types of Indebtedness described in paragraphs (a) and (b) of
this Section 3.3, the Company, in its sole discretion, may classify such item of Indebtedness on the date of Incurrence, or later classify or reclassify all or a portion of such Indebtedness, in any manner that complies with this Section
3.3; provided that, the Company shall not be able to reclassify Indebtedness Incurred under clause (1) of paragraph (b) of this Section 3.3; 
  

(2) all Indebtedness outstanding on the date of this Indenture under the Senior Secured Credit Agreement shall be deemed initially
Incurred on the Issue Date under clause (1) of paragraph (b) of this Section 3.3 and not paragraph (a) or clause (4) of paragraph (b) of this Section 3.3; 
  
 (3) 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; 
  
 (4) if obligations in respect of letters of credit are Incurred pursuant to a Credit Facility and are being treated as Incurred pursuant
to clause (1) of paragraph (b) of this Section 3.3 and the letters of credit relate to other Indebtedness, then such other Indebtedness shall not be included; 
  

(5) the principal amount of any Disqualified Stock of the Company or a Restricted Subsidiary, or Preferred Stock of a Restricted
Subsidiary that is not a Subsidiary Guarantor, shall be equal to the greater of the maximum mandatory redemption or repurchase price (not including, in either case, any redemption or repurchase premium) or the liquidation preference thereof;

  
 (6) Indebtedness permitted by this Section
3.3 need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this Section 3.3 permitting such Indebtedness;
and 
  
 (7) the amount of Indebtedness issued at
a price that is less than the principal amount thereof shall be equal to the amount of the liability in respect thereof determined in accordance with GAAP. 
  
 (f) Accrual of interest, accrual of dividends, the accretion of accreted value, the payment of interest in the form of additional Indebtedness and the
payment of dividends in the form of additional shares of Preferred Stock or Disqualified Stock shall not be deemed to be an Incurrence of Indebtedness for purposes of this Section 3.3. The amount of any Indebtedness outstanding as of any date
shall be (i) the accreted value thereof in the case of any Indebtedness 

  

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issued with original issue discount and (ii) the principal amount or liquidation preference thereof, together with any interest thereon that is more than 30
days past due, in the case of any other Indebtedness. 
  
 (g) In
addition, the Company shall not permit any of its Unrestricted Subsidiaries to Incur any Indebtedness or issue any shares of Disqualified Stock, other than Non-Recourse Debt. If at any time an Unrestricted Subsidiary becomes a Restricted Subsidiary,
any Indebtedness of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary as of such date (and, if such Indebtedness is not permitted to be Incurred as of such date under this Section 3.3, the Company shall be in Default
of this Section 3.3). 
  
 (h) 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 Indebtedness, or first committed, in the case of revolving credit Indebtedness; 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-dominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S.
dollar-dominated 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. Notwithstanding any other provision
of this Section 3.3, the maximum amount of Indebtedness that the Company or a Restricted Subsidiary may Incur pursuant to this Section 3.3 shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of
currencies. 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 Refinancing Indebtedness is denominated that is in effect on the date of such refinancing. 
  
 SECTION 3.4. Limitation on Restricted Payments. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries, directly or
indirectly, to: 
  
 (1) declare or pay any
dividend or make any distribution on or in respect of its Capital Stock (including any payment in connection with any merger or consolidation involving the Company or any of its Restricted Subsidiaries) except: 
  
 (a) dividends or distributions payable in Capital Stock of
the Company (other than Disqualified Stock) or in options, warrants or other rights to purchase such Capital Stock of the Company; and 
  
 (b) dividends or distributions payable to the Company or a Restricted Subsidiary (and if such Restricted Subsidiary is not a Wholly-Owned
Subsidiary, to its other holders of common Capital Stock on a pro rata basis); 
  

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 (2) purchase, redeem, retire or otherwise acquire for value any Capital Stock of the
Company or any direct or indirect parent of the Company held by Persons other than the Company or a Restricted Subsidiary (other than in exchange for Capital Stock of the Company (other than Disqualified Stock)); 
  
 (3) purchase, repurchase, redeem, defease or otherwise
acquire or retire for value, prior to scheduled maturity, scheduled repayment or scheduled sinking fund payment, any Subordinated Obligations or Subsidiary Guarantor Subordinated Obligations (other than (i) the purchase, repurchase, redemption,
defeasance or other acquisition or retirement of Subordinated Obligations or Subsidiary Guarantor Subordinated Obligations purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due
within one year of the date of purchase, repurchase, redemption, defeasance or other acquisition or retirement and (ii) any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries Incurred in accordance with
this Indenture); or 
  
 (4) make any Restricted
Investment in any Person; 
  
 (any such dividend, distribution, purchase,
redemption, repurchase, defeasance, other acquisition, retirement or Restricted Investment referred to in clauses (1) through (4) shall be referred to herein as a “Restricted Payment”), if at the time the Company or such Restricted
Subsidiary makes such Restricted Payment: 
  
 (a)
a Default shall have occurred and be continuing (or would result therefrom); or 
  
 (b) the Company is not able to Incur an additional $1.00 of Indebtedness pursuant to paragraph (a) of Section 3.3 after giving
effect, on a pro forma basis, to such Restricted Payment; or 
  
 (c) the aggregate amount of such Restricted Payment and all other Restricted Payments declared or made subsequent to the Issue Date would exceed the sum of: 
  
 (i) 50% of Consolidated Net Income for the period (treated
as one accounting period) from the beginning of the fiscal quarter during which the issuance of the Notes occurs to the end of the most recent fiscal quarter ending prior to the date of such Restricted Payment for which financial statements are in
existence (or, in case such Consolidated Net Income is a deficit, minus 100% of such deficit); 
  
 (ii) 100% of the Contributed Cash Amount; 
  
 (iii) the amount by which Indebtedness of the Company or its Restricted Subsidiaries is reduced on the Company’s balance sheet upon


  

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the conversion or exchange (other than by a Subsidiary of the Company) subsequent to the Issue Date of any Indebtedness of the Company or its Restricted
Subsidiaries convertible or exchangeable for Capital Stock (other than Disqualified Stock) of the Company (less the amount of any cash, or the fair market value of any other property, distributed by the Company upon such conversion or exchange); and

  
 (iv) the amount equal to the net reduction
in Restricted Investments made by the Company or any of its Restricted Subsidiaries in any Person resulting from: 
  
 (A) repurchases or redemptions of such Restricted Investments by such Person, proceeds realized upon the sale of such Restricted
Investment to an unaffiliated purchaser, repayments of loans or advances or other transfers of assets (including by way of dividend or distribution) by such Person to the Company or any Restricted Subsidiary; or 
  
 (B) the redesignation of Unrestricted Subsidiaries as
Restricted Subsidiaries (valued in each case as provided in the definition of “Investment”) not to exceed, in the case of any Unrestricted Subsidiary, the amount of Investments previously made by the Company or any Restricted Subsidiary in
such Unrestricted Subsidiary, 
  
 which amount in each case
under this clause (iv) was included in the calculation of the amount of Restricted Payments; provided, however, that no amount shall be included under this clause (iv) to the extent it is already included in Consolidated Net Income.

  
 The provisions of the preceding paragraph shall not prohibit:

  
 (1) any purchase, repurchase, redemption,
defeasance or other acquisition or retirement of Capital Stock, Disqualified Stock or Subordinated Obligations of the Company or Subsidiary Guarantor Subordinated Obligations of any Subsidiary Guarantor made by exchange for, or out of the proceeds
of the substantially concurrent sale of, Capital Stock of the Company (other than Disqualified Stock and other than Capital Stock issued or sold to a Subsidiary or an employee stock ownership plan or similar trust to the extent such sale to an
employee stock ownership plan or similar trust is financed by loans from or Guaranteed by the Company or any Restricted Subsidiary unless such loans have been repaid with cash on or prior to the date of determination); provided, however, that
(a) such purchase, repurchase, redemption, defeasance, acquisition or retirement shall be excluded in subsequent calculations of the amount of Restricted Payments made after the Issue Date and (b) the Net Cash Proceeds from such sale of Capital
Stock shall be excluded from clause (c)(ii) of the preceding paragraph; 
  

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 (2) any purchase, repurchase, redemption, defeasance or other acquisition or retirement
of Subordinated Obligations of the Company or Subsidiary Guarantor Subordinated Obligations of any Subsidiary Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, Subordinated Obligations of the Company or
any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Subsidiary Guarantor Subordinated Obligations made by exchange for or out of the proceeds of the substantially concurrent sale of Subsidiary Guarantor
Subordinated Obligations that, in each case, is permitted to be Incurred pursuant to Section 3.3 and that in each case constitutes Refinancing Indebtedness; provided, however, that such purchase, repurchase, redemption,
defeasance, acquisition or retirement shall be excluded in subsequent calculations of the amount of Restricted Payments made after the Issue Date; 
  
 (3) any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Disqualified Stock of the Company or a
Restricted Subsidiary made by exchange for or out of the proceeds of the substantially concurrent sale of Disqualified Stock of the Company or such Restricted Subsidiary, as the case may be, that, in each case, is permitted to be Incurred pursuant
to Section 3.3 and that in each case constitutes Refinancing Indebtedness; provided, however, that such purchase, repurchase, redemption, defeasance, acquisition or retirement shall be excluded in subsequent calculations of the
amount of Restricted Payments made after the Issue Date; 
  
 (4) so long as no Default or Event of Default has occurred and is continuing, any purchase or redemption of Subordinated Obligations or Subsidiary Guarantor Subordinated Obligations of a Subsidiary Guarantor from Net
Available Cash to the extent permitted under Section 3.8; provided, however, that such purchase or redemption shall be excluded in subsequent calculations of the amount of Restricted Payments made after the Issue Date;

  
 (5) dividends paid within 60 days after the
date of declaration if at such date of declaration such dividend would have complied with this provision; provided, however, that such dividends shall be included in subsequent calculations of the amount of Restricted Payments made
after the Issue Date; 
  
 (6) so long as no
Default or Event of Default has occurred and is continuing, 
  
 (a) the purchase, redemption or other acquisition, cancellation or retirement for value of Capital Stock, or options, warrants, equity appreciation rights or other rights to purchase or acquire Capital Stock of the
Company or any Restricted Subsidiary or any parent of the Company held by any existing or former employees or management of the Company or any Subsidiary of the Company or their assigns, estates or heirs, in each case in connection with the
repurchase provisions under employee stock option or stock purchase agreements or other agreements to compensate management employees; provided that such redemptions or repurchases pursuant to this clause shall not exceed $2.5 million in the
aggregate during any calendar year (with any unused amounts in any calendar year being available to be so utilized in the succeeding calendar years) and $15.0 million 

  

 59 








 
in the aggregate for all such redemptions and repurchases; provided, however, that the amount of any such repurchase or redemption shall be included
in subsequent calculations of the amount of Restricted Payments; and 
  
 (b) to the extent permitted by law, loans or advances to employees or directors of the Company or any Subsidiary of the Company the proceeds of which are used to purchase Capital Stock of the Company, in an aggregate
amount not in excess of $2.5 million at any one time outstanding; provided, however, that the amount of such loans and advances shall be included in subsequent calculations of the amount of Restricted Payments made after the Issue
Date; 
  
 (7) so long as no Default or Event of
Default has occurred and is continuing, the declaration and payment of dividends to holders of any class or series of Disqualified Stock of the Company issued in accordance with the terms of this Indenture to the extent such dividends are included
in the definition of “Consolidated Interest Expense”; provided that the payment of such dividends shall be excluded from the calculation of Restricted Payments made after the Issue Date; 
  
 (8) repurchases of Capital Stock deemed to occur upon the
exercise of stock options, warrants or other convertible securities if such Capital Stock represents a portion of the exercise price thereof; provided, however, that such repurchases shall be excluded from subsequent calculations of
the amount of Restricted Payments made after the Issue Date; 
  
 (9) any payments made by the Company as described in the Offering Memorandum under the caption “Use of proceeds”; provided, however, that such amounts shall be excluded in the calculation of
the amount of Restricted Payments made after the Issue Date; 
  
 (10) the purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of any Subordinated Obligation (i) at a purchase price not greater than 101% of the principal amount of such
Subordinated Obligation in the event of a Change of Control in accordance with provisions similar to Section 3.10 or (ii) at a purchase price not greater than 100% of the principal amount thereof in accordance with provisions similar to
Section 3.8; provided that, prior to or simultaneously with such purchase, repurchase, redemption, defeasance or other acquisition or retirement, the Company has made the Change of Control Offer or Asset Disposition Offer, as
applicable, as provided in Section 3.10 or Section 3.8, respectively, with respect to the Notes and has completed the repurchase or redemption of all Notes validly tendered for payment in connection with such Change of Control Offer or
Asset Disposition Offer; provided, however, that such payment shall be included in subsequent calculations of the amount of Restricted Payments made after the Issue Date; and 
  

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 (11) Restricted Payments in an amount not to exceed $25.0 million; provided that
the amount of such Restricted Payments shall be included in the calculation of the amount of Restricted Payments made after the Issue Date. 
  
 The amount of all Restricted Payments (other than cash) shall be the fair market value on the date of such Restricted Payment of the asset(s) or securities proposed to be
paid, transferred or issued by the Company or such Restricted Subsidiary, as the case may be, pursuant to such Restricted Payment. The fair market value of any cash Restricted Payment shall be its face amount and of any non-cash Restricted Payment
shall be determined conclusively by the Board of Directors of the Company acting in good faith whose resolution with respect thereto shall be delivered to the Trustee, such determination to be based upon an opinion or appraisal issued by an
accounting, appraisal or investment banking firm of national standing if such fair market value is estimated in good faith by the Board of Directors of the Company to exceed $15.0 million. Not later than the date of making any Restricted Payment,
the Company shall deliver to the Trustee an Officers’ Certificate stating that such Restricted Payment is permitted and setting forth the basis upon which the calculations required by Section 3.4 were computed, together with a copy of
any fairness opinion or appraisal required by this Indenture. 
  
 SECTION 3.5. Limitation on liens. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, Incur or suffer to exist any Lien (other than Permitted Liens) upon any of its
property or assets (including Capital Stock of Restricted Subsidiaries), whether owned on the date of this Indenture or acquired after that date, which Lien secures any Indebtedness, unless contemporaneously with the Incurrence of such Liens
effective provision is made to secure the obligations under this Indenture and the Indebtedness represented by the Notes or, in respect of Liens on any Restricted Subsidiary’s property or assets, any Subsidiary Guarantee of such Restricted
Subsidiary, equally and ratably with (or prior to in the case of Liens with respect to Subordinated Obligations or Subsidiary Guarantor Subordinated Obligations, as the case may be) the Indebtedness secured by such Lien for so long as such
Indebtedness is so secured. 
  
 SECTION 3.6. Limitation on
Sale/Leaseback Transactions. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, enter into any Sale/Leaseback Transaction unless: (i) the Company or such Restricted Subsidiary, as the case may be, receives
consideration at the time of such Sale/Leaseback Transaction at least equal to the fair market value (as evidenced by a resolution of the Board of Directors of the Company) of the property subject to such transaction; (ii) the Company or such
Restricted Subsidiary could have Incurred Indebtedness in an amount equal to the Attributable Indebtedness in respect of such Sale/Leaseback Transaction pursuant to Section 3.3; (iii) the Company or such Restricted Subsidiary would be
permitted under Section 3.5 to create a Lien on the property subject to such Sale/Leaseback Transaction without securing the Notes; and (iv) the Sale/Leaseback Transaction is treated as an Asset Disposition and all of the conditions of this
Indenture described in Section 3.8 (including the provisions concerning the application of Net Available Cash) are satisfied with respect to such Sale/Leaseback Transaction, treating all of the consideration received in such Sale/Leaseback
Transaction as Net Available Cash for purposes of Section 3.8. 
  

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 SECTION 3.7. Limitation on Restrictions on Distributions from Restricted Subsidiaries. (a) The
Company shall not, and shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (1) pay
dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligations owed to the Company or any Restricted Subsidiary (it being understood that 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); (2) make any loans or advances to the Company or any
Restricted Subsidiary (it being understood that the subordination of loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary shall not be deemed a restriction on
the ability to make loans or advances); or (3) transfer any of its property or assets to the Company or any Restricted Subsidiary. 
  
 (b) The provisions of paragraph (a) of this Section 3.7 shall not prohibit: (i) any encumbrance or restriction pursuant to an agreement in effect at or
entered into on the date of this Indenture and described in the Offering Memorandum, including, without limitation, this Indenture, the Senior Secured Credit Agreement in effect on the Issue Date and, to the extent disclosed in the Offering
Memorandum, the purchase agreements entered into by the Company and its subsidiaries in respect of the Völkl and Marker Acquisitions; (ii) any encumbrance or restriction with respect to a Foreign Subsidiary pursuant to any agreement relating to
Indebtedness Incurred by such Foreign Subsidiary under clause (11) of paragraph (b) of Section 3.3; (iii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Capital Stock or
Indebtedness Incurred by a Restricted Subsidiary on or before the date on which such Restricted Subsidiary was acquired by the Company (other than Capital Stock or Indebtedness Incurred as consideration in, or to provide all or any portion of the
funds utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company or in contemplation of the transaction) and outstanding on
such date provided, that any such encumbrance or restriction shall not extend to any assets or property of the Company or any other Restricted Subsidiary other than the assets and property so acquired; (iv) any encumbrance or restriction with
respect to a Restricted Subsidiary pursuant to an agreement effecting a refunding, replacement or refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (i), (ii) or (iii) of this paragraph or this clause (iv) or
contained in any amendment to an agreement referred to in clause (i), (ii) or (iii) of this paragraph or this clause (iv); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any
such agreement are no less favorable in any material respect, when taken as a whole, to the holders of the Notes than the encumbrances and restrictions contained in such agreements referred to in clauses (i), (ii) or (iii) of this paragraph on the
Issue Date or the date such Restricted Subsidiary became a Restricted Subsidiary, whichever is applicable; (v) in the case of clause (3) of Section 3.7(a), any encumbrance or restriction: (a) that restricts in a customary manner the
subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license or 

  

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other contract; (b) contained in mortgages, pledges or other security agreements permitted under this Indenture securing Indebtedness of the Company or a
Restricted Subsidiary to the extent such encumbrances or restrictions restrict the transfer of the property subject to such mortgages, pledges or other security agreements; or (c) pursuant to customary provisions restricting dispositions of real
property interests set forth in any reciprocal easement agreements of the Company or any Restricted Subsidiary; (vi) (a) purchase money obligations for property acquired in the ordinary course of business and (b) Capitalized Lease Obligations
permitted under this Indenture, in each case, that impose encumbrances or restrictions of the nature described in clause (3) of Section 3.7(a) on the property so acquired; (vii) any restriction with respect to a Restricted Subsidiary imposed
pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the Capital Stock of such Restricted Subsidiary pending the closing of such sale or disposition; provided that such restriction
applies solely to the property or assets of such Restricted Subsidiary; (viii) any restriction with respect to the property or assets of a Restricted Subsidiary imposed pursuant to an agreement entered into for the direct or indirect sale or
disposition of such property or assets pending the closing of such sale or disposition; provided that such restriction applies solely to the property or assets included in such sale or disposition; (ix) customary provisions in joint venture
agreements relating to joint ventures that are not Restricted Subsidiaries and other similar agreements entered into in the ordinary course of business; (x) net worth provisions in leases and other agreements entered into by the Company or any
Restricted Subsidiary in the ordinary course of business; (xi) encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, regulation or order; and (xii) any other agreement, instrument or document relating
to or governing Indebtedness incurred in compliance with this Indenture; provided that the terms and conditions of the encumbrances or restrictions set forth in any such agreement, instrument or document are not, as determined by the Board of
Directors, materially more restrictive, taken as a whole, than those contained in the Senior Secured Credit Agreement or this Indenture, in each case as in effect on the Issue Date; and (xiii) customary restrictions imposed on the transfer of, or in
licenses related to, copyrights, patents or other intellectual property and contained in agreements entered into in the ordinary course of business. 
  
 SECTION 3.8. Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries
to, make any Asset Disposition unless: (1) the Company or such Restricted Subsidiary, as the case may be, receives consideration at least equal to the fair market value (such fair market value to be determined on the date of contractually agreeing
to such Asset Disposition), as determined in good faith by the Board of Directors (including as to the value of all non-cash consideration), of the shares and assets subject to such Asset Disposition; (2) at least 75% of the consideration from such
Asset Disposition received by the Company or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company
or such Restricted Subsidiary, as the case may be: (a) first, to the extent the Company or any Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Indebtedness), to prepay, repay or purchase Indebtedness of
the Company (other than any Disqualified Stock or Subordinated Obligations) or Indebtedness of a Wholly-Owned Subsidiary (other than any Disqualified Stock or Subsidiary 

  

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Guarantor Subordinated Obligation of a Wholly-Owned Subsidiary Guarantor) (in each case other than Indebtedness owed to the Company or an Affiliate of the
Company) within 360 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; provided, however, that, in connection with any prepayment, repayment or purchase of Indebtedness pursuant to this clause
(a), the Company or such Restricted Subsidiary shall retire such Indebtedness and shall cause the related commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; and (b)
second, to the extent of the balance of such Net Available Cash after application in accordance with clause (a), to the extent the Company or such Restricted Subsidiary elects, to acquire Additional Assets within 360 days from the later of
the date of such Asset Disposition or the receipt of such Net Available Cash; provided that pending the final application of any such Net Available Cash in accordance with clause (a) or clause (b) above, the Company and its Restricted
Subsidiaries may temporarily reduce Indebtedness or otherwise invest such Net Available Cash in any manner not prohibited by this Indenture. 
  
 (b) Any Net Available Cash from Asset Dispositions that are not applied or invested as provided in the preceding paragraph (a) shall be deemed to
constitute “Excess Proceeds.” On the 361st day after an Asset Disposition, if the aggregate amount
of Excess Proceeds exceeds $10.0 million, the Company shall be required to make an offer (“Asset Disposition Offer”) to all Holders of Notes and to the extent required by the terms of other Pari Passu Indebtedness, to all holders of
other Pari Passu Indebtedness outstanding with similar provisions requiring the Company to make an offer to purchase such Pari Passu Indebtedness with the proceeds from any Asset Disposition (“Pari Passu Notes”), to purchase the
maximum principal amount of Notes and any such Pari Passu Notes to which the Asset Disposition Offer applies 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 of the Notes
and Pari Passu Notes plus accrued and unpaid interest to the date of purchase, in accordance with the procedures set forth in this Indenture or the agreements governing the Pari Passu Notes, as applicable, in each case in integral multiples of
$1,000. To the extent that the aggregate amount of Notes and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds
for general corporate purposes, subject to the other covenants contained in this Indenture. If the aggregate principal amount of Notes surrendered by holders thereof and other Pari Passu Notes surrendered by holders or lenders, collectively, exceeds
the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Notes to be purchased on a pro rata basis on the basis of the aggregate principal amount of tendered Notes and Pari Passu Notes. Upon completion of such Asset
Disposition Offer, the amount of Excess Proceeds shall be reset at zero. 
  
 (c) The Asset Disposition Offer shall remain open for a period of 20 Business Days following its commencement, except to the extent that a longer period is required by applicable law (the “Asset Disposition
Offer Period”). No later than five Business Days after the termination of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Company shall purchase the principal amount of Notes and Pari Passu
Notes required to be purchased pursuant to this Section 3.8 (the “Asset Disposition Offer Amount”) or, if less than the 

  

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Asset Disposition Offer Amount has been so validly tendered, all Notes and Pari Passu Notes validly tendered in response to the Asset Disposition Offer.

  
 (d) If the Asset Disposition Purchase Date is on or after an
interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be
payable to holders who tender Notes pursuant to the Asset Disposition Offer. 
  
 (e) On or before the Asset Disposition Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Asset Disposition Offer Amount of Notes and Pari
Passu Notes or portions of Notes and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to the Asset Disposition Offer, or if less than the Asset Disposition Offer Amount has been validly tendered and not properly withdrawn,
all Notes and Pari Passu Notes so validly tendered and not properly withdrawn, in each case in integral multiples of $1,000. The Company shall deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were
accepted for payment by the Company in accordance with the terms of this Section 3.8 and, in addition, the Company shall deliver all certificates and notes required, if any, by the agreements governing the Pari Passu Notes. The Company or the
Paying Agent, as the case may be, shall promptly (but in any case not later than five Business Days after termination of the Asset Disposition Offer Period) mail or deliver to each tendering holder of Notes or holder or lender of Pari Passu Notes,
as the case may be, an amount equal to the purchase price of the Notes or Pari Passu Notes so validly tendered and not properly withdrawn by such holder or lender, as the case may be, and accepted by the Company for purchase, and the Company shall
promptly issue a new Note, and the Trustee, upon delivery of an Officers’ Certificate from the Company, shall authenticate and mail or deliver such new Note to such holder, in a principal amount equal to any unpurchased portion of the Note
surrendered; provided that each such new Note shall be in a principal amount of $1,000 or an integral multiple of $1,000. In addition, the Company shall take any and all other actions, if any, required by the agreements governing the Pari
Passu Notes. Any Note not so accepted shall be promptly mailed or delivered by the Company to the holder thereof. The Company shall publicly announce the results of the Asset Disposition Offer on the Asset Disposition Purchase Date. 
  
 (f) For the purposes of this Section 3.8, the following shall be
deemed to be cash: (x) the assumption by the transferee of Indebtedness (other than Subordinated Obligations or Disqualified Stock) of the Company or Indebtedness of a Wholly-Owned Subsidiary (other than Subsidiary Guarantor Subordinated Obligations
or Disqualified Stock of any Wholly-Owned Subsidiary that is a Subsidiary Guarantor) and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition (in which case the
Company shall, without further action, be deemed to have applied such deemed cash to Indebtedness in accordance with clause (a) of Section 3.8 above); and (y) securities, notes or other obligations received by the Company or any Restricted
Subsidiary from the transferee that are promptly converted by the Company or such Restricted Subsidiary into cash. 
  

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 (g) The Company 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 Notes pursuant to this Section 3.8. To the extent that the provisions of any securities laws or regulations conflict with provisions of this
Section 3.8, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture by virtue of any conflict. 
  
 (h) For the purposes of this Section 3.8, Holders electing to have a
Note purchased shall be required to surrender the Note, 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. Each Holder shall be entitled to withdraw
its election if the Company receives, not later than one Business Day prior to the purchase date, a telegram, telex, facsimile transmission or letter from such Holder setting forth the name of such Holder, the principal amount of the Note or Notes
which were delivered for purchase by such Holder and a statement that such Holder is withdrawing his election to have such Note or Notes purchased. 
  
 SECTION 3.9. Limitation on Transactions with Affiliates. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to,
directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company (an “Affiliate Transaction”)
unless: (1) the terms of such Affiliate Transaction are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction in
arm’s-length dealings with a Person who is not such an Affiliate; (2) in the event such Affiliate Transaction involves an aggregate consideration in excess of $5.0 million, the terms of such transaction have been approved by a majority of the
members of the Board of Directors of the Company (or a duly constituted committee thereof) and by a majority of the members of such Board (or a duly constituted committee thereof comprised of the members of such Board having no personal stake in
such transaction) having no personal stake in such transaction, if any (and such majority or majorities, as the case may be, determines that such Affiliate Transaction satisfies the criteria in clause (1) above); and (3) in the event such Affiliate
Transaction involves an aggregate consideration in excess of $10.0 million, the Company has received a written opinion from an independent investment banking, accounting or appraisal firm of nationally recognized standing that such Affiliate
Transaction is not materially less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate. 
  
 (b) The provisions of the foregoing paragraph (a) of this Section 3.9 shall
not apply to: (1) any Restricted Payment (other than a Restricted Investment) permitted to be made pursuant to Section 3.4; (2) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or
the funding of, employment agreements and other compensation arrangements, options to purchase Capital Stock of the Company, restricted stock plans, long-term incentive plans, stock appreciation rights plans, participation plans or similar employee
benefits plans and/or indemnity provided on behalf of officers and employees approved by the Board of Directors; (3) to the extent permitted by law, loans or advances to 

  

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employees or directors in the ordinary course of business of the Company or any of its Restricted Subsidiaries but in any event not to exceed $2.5 million in
the aggregate outstanding at any one time with respect to all loans or advances made since the Issue Date; (4) any transaction (i) between the Company and a Restricted Subsidiary or between Restricted Subsidiaries or (ii) Guarantees issued by the
Company or a Restricted Subsidiary for the benefit of the Company or a Restricted Subsidiary, as the case may be, in accordance with Section 3.3; (5) the payment of reasonable and customary fees paid to, and indemnity provided on behalf of,
employees or directors of the Company or any Restricted Subsidiary in connection with providing services to the Company or any Restricted Subsidiary; (6) the performance of obligations of the Company or any of its Restricted Subsidiaries under the
terms of any agreement to which the Company or any of its Restricted Subsidiaries is a party as of or on the Issue Date as described in the Offering Memorandum as these agreements may be amended, modified, supplemented, extended or renewed from time
to time; provided, however, that any future amendment, modification, supplement, extension or renewal entered into after the Issue Date shall be permitted to the extent that its terms are not more disadvantageous in any material respect, when
taken as a whole, to the holders of the Notes than the terms of the agreements in effect on the Issue Date; and (7) any transaction with a customer or supplier of the Company or a Restricted Subsidiary so long as such transaction is in the ordinary
course of business and the terms of such transaction are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction in arm’s
length dealings with a Person who is not an Affiliate; provided that, if such transaction or a series of related transactions exceeds $5.0 million, the terms of such transaction must be approved by a majority of the members of such Board (or
a duly constituted committee thereof) and by a majority of the members of such Board (or a duly constituted committee thereof comprised of the members of such Board having no personal stake in such transaction) having no personal stake in such
transaction. 
  
 SECTION 3.10. Change of Control. (a) Upon
the occurrence of a Change of Control, each Holder shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000) of such Holder’s Notes at a purchase price in cash equal to 101% of
the aggregate principal amount thereof, plus accrued and unpaid interest and additional interest, if any, to the date of repurchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant
interest payment date) (the “Change of Control Offer”); provided, however that notwithstanding the foregoing, the Company shall not be obligated to repurchase Notes pursuant to this Section 3.10 if the Company
has previously exercised its right to redeem Notes pursuant to Section 5.1. 
  
 (b) Within 30 days following any Change of Control, the Company shall mail a notice to each Holder (with a copy to the Trustee) describing the transaction or transactions that constitute the Change of Control and
offering to repurchase Notes on the Change of Control payment date specified in the notice, and such notice shall otherwise include: 
  
 (1) that a Change of Control has occurred and that such Holder has the right to require the Company to purchase such Holder’s Notes
at a purchase price in cash equal to 101 % of the principal amount of such Notes plus accrued and unpaid interest, if any, to 

  

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the date of purchase (subject to the right of Holders of record on a record date to receive interest on the relevant interest payment date) (the
“Change of Control Payment”); 
  
 (2) the circumstances and relevant facts and financial information regarding such Change of Control; 
  
 (3) the repurchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed) (the
“Change of Control Payment Date”); 
  
 (4) that any Note not tendered shall continue to accrue interest pursuant to its terms; 
  
 (5) that, unless the Company defaults in the payment of the purchase price, any Note accepted for payment pursuant to the Change of
Control Offer shall cease to accrue interest on and after the Change of Control Payment Date; and 
  
 (6) the instructions determined by the Company, consistent with this Section 3.10, that a Holder must follow in order to have its
Notes purchased or to cancel such order of purchase. 
  
 (c)
Holders electing to have a Note purchased shall be required to surrender the Note, 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. Each Holder
shall be entitled to withdraw its election if the Company receives, not later than one Business Day prior to the purchase date, a telegram, telex, facsimile transmission or letter from such Holder setting forth the name of such Holder, the principal
amount of the Note or Notes which were delivered for purchase by such Holder and a statement that such Holder is withdrawing his election to have such Note or Notes purchased. 
  
 (d) Prior to mailing a Change of Control Offer, and as a condition to such mailing (i) the requisite holders of each issue
of Indebtedness issued under an indenture or other agreement that may be violated by such payment shall have consented to such Change of Control Offer being made and waived the event of default, if any, caused by the Change of Control or (ii) the
Company shall repay all outstanding Indebtedness issued under an indenture or other agreement that may be violated by a payment to the holders of Notes under a Change of Control Offer or (iii) the Company must offer to repay all such Indebtedness,
and make payment to the holders of such Indebtedness that accept such offer, and obtain waivers of any event of default from the remaining holders of such Indebtedness. The Company covenants to effect such repayment or obtain such consent within 30
days following any Change of Control, it being a default of the Change of Control provisions of this Indenture if the Company fails to comply with this Section 3.10. 
  
 (e) On or before the Change of Control Payment Date, the Company shall: (i) accept for payment Notes or portions thereof (in
integral multiples of $1,000) tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent money sufficient to pay the purchase 

  

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price of all Notes or portions thereof so accepted and (iii) deliver, or cause to be delivered, to the Trustee, all Notes or portions thereof so accepted
together with an Officers’ Certificate specifying the Notes or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail, to the Holders of Notes so accepted, payment in an amount equal to the purchase price,
and the Trustee shall promptly authenticate and deliver (or cause to be transferred by book entry) to such Holders a new Note equal in principal amount to any unpurchased portion of the Notes surrendered; provided that each Note purchased and
each new Note issued shall be in a principal amount of $1,000 or integral multiples thereof. 
  
 (f) If the Change of Control Payment Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest, if any, shall be paid to the person in whose name a
Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender pursuant to the Change of Control Offer. 
  
 (g) The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the
Change of Control Payment Date. 
  
 (h) The Company 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 Indenture applicable to a Change
of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. 
  
 (i) The Company 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 Notes pursuant to this Section 3.10. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 3.10, the Company shall comply with
the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture by virtue thereof. 
  
 SECTION 3.11. Future Subsidiary Guarantors. The Company shall not permit any current or future Domestic Subsidiary to Guarantee the payment of any
Indebtedness of the Company or any other Restricted Subsidiary or otherwise become an obligor, including as a co-borrower, under a Credit Facility, unless (i) such Domestic Subsidiary simultaneously executes and delivers a supplemental indenture to
this Indenture, substantially in the form attached as Exhibit D hereto, providing for a Subsidiary Guarantee of such Domestic Subsidiary pursuant to which such Domestic Subsidiary shall unconditionally Guarantee, on a joint and several basis, all of
the obligations of the Company and the other Subsidiary Guarantors under this Indenture, including the full and prompt payment of the principal of, premium, if any and interest on the Notes on a senior basis and all other obligations under this
Indenture; provided that if such Indebtedness is by its express terms subordinated in right of payment to the Notes or the Subsidiary Guarantees, as the case may be, any such Guarantee of such Domestic Subsidiary with respect to such
Indebtedness shall be subordinated in right of payment to such Domestic Subsidiary’s Subsidiary Guarantee with respect to the Notes substantially to the same extent as 

  

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such Indebtedness is subordinated to the Notes; (ii) such Domestic Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or
advantage of, any rights or reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Domestic Subsidiary under its Subsidiary Guarantee of the Notes so long
as any of the Notes remain outstanding; and (iii) such Domestic Subsidiary shall deliver to the Trustee an opinion of counsel to the effect that (A) such Subsidiary Guarantee has been duly executed and authorized and (B) such Subsidiary Guarantee
constitutes a valid, binding and enforceable obligation of such Domestic Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent
transfers) and except insofar as enforcement thereof is subject to general principles of equity. 
  
 (b) The foregoing notwithstanding, in the event a Subsidiary Guarantor is released and discharged from all of its obligations (other than contingent
indemnification obligations) (1) under Guarantees of Indebtedness and other obligations under a Credit Facility and all other Indebtedness of the Company and its Restricted Subsidiaries, and (2) as an obligor, including as a co-borrower, under a
Credit Facility, then the Subsidiary Guarantee of such Subsidiary Guarantor shall be automatically and unconditionally released and discharged. 
  
 SECTION 3.12. Limitation on Lines of Business. The Company shall not, and shall not permit any Restricted Subsidiary to, engage in any business
other than a Related Business. 
  
 SECTION 3.13. Payments for
Consent. Neither the Company nor any of its Restricted Subsidiaries shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fees or otherwise, to any holder of any Notes for or as an inducement to
any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid or is paid to all holders of the Notes that consent, waive or agree to amend in the time frame set
forth in the solicitation documents relating to such consent, waiver or amendment. 
  
 SECTION 3.14. Limitation on Sale of Capital Stock of Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, transfer, convey, sell, lease or otherwise dispose of any
Voting Stock of any Restricted Subsidiary or to issue any of the Voting Stock of a Restricted Subsidiary (other than, if necessary, shares of its Voting Stock constituting directors’ qualifying shares) to any Person except: 
  
 (1) to the Company or a Wholly-Owned Subsidiary; or

  
 (2) in compliance with Section 3.8 and
immediately after giving effect to such issuance or sale, such Restricted Subsidiary would continue to be a Restricted Subsidiary. 
  
 (b) Notwithstanding the preceding paragraph, the Company or any Restricted Subsidiary may sell all the Voting Stock of a Restricted Subsidiary as long as
the Company complies with the terms of Section 3.8. 
  

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 SECTION 3.15. Effectiveness of Covenants. Following the first Business Day on which: 

 
 (a) the Notes have an Investment Grade Rating; and 
  
 (b) no Default has occurred and is continuing under this Indenture;

  
 the Company and its Restricted Subsidiaries shall no longer be subject to the
provisions described in Sections 3.3, 3.4, 3.7, 3.8, 3.9, 3.14 and 4.1(iii) (the “Suspended Covenants”). If at any time the Notes’ credit rating is downgraded from an Investment
Grade Rating, then the Suspended Covenants shall thereafter be reinstated as if such covenants had never been suspended and be enforceable pursuant to the terms of this Indenture (including in connection with performing any calculation or assessment
to determine compliance with the terms of this Indenture), unless and until the Notes subsequently attain Investment Grade Rating (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes maintain Investment
Grade Rating); provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist under this Indenture, the Notes or the Subsidiary Guarantees with respect to the Suspended Covenants based on, and none
of the Company or any of its Subsidiaries shall bear any liability for, any actions taken or events occurring after the Notes attain Investment Grade Rating and before any reinstatement of such Suspended Covenants as provided above, or any actions
taken at any time pursuant to any contractual obligation arising prior to such reinstatement, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period.

  
 SECTION 3.16. Maintenance of Office or Agency. The
Company shall maintain in The City of New York, an office or agency where the Notes may be presented or surrendered for payment, where, if applicable, the Notes may be surrendered for registration of transfer or exchange and where notices and
demands to or upon the Company in respect of the Notes and this Indenture may be served. The office of the Trustee, at 100 Wall Street, New York, NY 10005, shall be such office or agency of the Company for payment, unless the Company shall designate
and maintain some other office or agency for one or more of such purposes. The Company shall give prompt written notice to the Trustee of any change in the location of any 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, and the Company hereby appoints the
Trustee as its agent to receive all such presentations, surrenders, notices and demands. 
  
 The Company may also from time to time designate one or more other offices or agencies (in or outside of The City of New York) where the Notes may be presented or surrendered for any or all such purposes and may from
time to time rescind any such designation; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in The City of New York for such purposes. The
Company shall give prompt written notice to the Trustee of any such designation or rescission and any change in the location of any such other office or agency. 
  


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 SECTION 3.17. Money for Note Payments to Be Held in Trust. If the Company shall at any time act as
its own Paying Agent, it shall, on or before each due date of the principal of (or premium, if any) or interest on any of the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal of
(or premium, if any) or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and shall promptly notify the Trustee in writing of its action or failure to so act. 
  
 Whenever the Company shall have one or more Paying Agents for the Notes, it
shall, on or before each due date of the principal of (or premium, if any) or interest on any Notes, deposit with any Paying Agent a sum in same day funds (or New York Clearing House funds if such deposit is made prior to the date on which such
deposit is required to be made) that shall be available to the Trustee by 10:00 a.m. New York City time on such due date sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit
of the Persons entitled to such principal, premium or interest, and (unless such Paying Agent is the Trustee) the Company shall promptly notify the Trustee in writing of such action or any failure to so act. 
  
 The Company shall cause each Paying Agent (other than the Trustee) to execute
and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent shall: 
  
 (a) hold all sums held by it for the payment of the principal of (and premium, if any) or interest on Notes in trust for the
benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided; 
  
 (b) give the Trustee prompt written notice of any default by the Company (or any other obligor upon the Notes) in the making of any payment of principal
(and premium, if any) or interest; and 
  
 (c) at any time during
the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. 
  
 The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company
Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent;
and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such sums. 
  
 Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of (or premium, if any)
or interest on any Note and remaining unclaimed for two years after such principal, premium or interest has become due and payable shall be paid to the Company on Company Order, or (if then held by the Company) shall be discharged from such trust;
and the Holder of such Note shall thereafter, as 

  

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an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment to the Company, shall at the expense of the Company
cause to be published once, in a leading daily newspaper (if practicable, The Wall Street Journal (Eastern Edition)) printed in the English language and of general circulation in New York City, notice that such money remains unclaimed and
that, after a date specified therein, which shall not be less than 30 days from the date of such publication nor shall it be later than two years after such principal (or premium, if any) or interest shall have become due and payable, any unclaimed
balance of such money then remaining shall be repaid to the Company. 
  
 SECTION 3.18. Corporate Existence. Subject to Article IV, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence and that of each Restricted
Subsidiary and the corporate rights (charter and statutory) licenses and franchises of the Company and each Restricted Subsidiary; provided, however, that the Company shall not be required to preserve any such existence (except the Company),
right, license or franchise if the Board of Directors of the Company shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and each of its Restricted Subsidiaries, taken as a whole, and
that the loss thereof is not, and shall not be, disadvantageous in any material respect to the Holders. 
  
 SECTION 3.19. Payment of Taxes and Other Claims. The Company shall pay or discharge or cause to be paid or discharged, before the same shall become
delinquent, (i) all material taxes, assessments and governmental charges levied or imposed upon the Company or any Subsidiary or upon the income, profits or property of the Company or any Subsidiary and (ii) all lawful claims for labor, materials
and supplies, which, if unpaid, might by law become a material liability or lien upon the property of the Company or any Subsidiary; provided, however, that the Company shall not be required to pay or discharge or cause to be paid or
discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings and for which appropriate reserves, if necessary (in the good faith judgment of management of
the Company) are being maintained in accordance with GAAP. 
  
 SECTION 3.20. Maintenance of Properties. The Company shall cause all material properties owned by the Company or any Restricted Subsidiary or used or held for use in the conduct of its business or the business of any Restricted
Subsidiary to be maintained and kept in normal condition, repair and working order and shall cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company may be necessary
so that the business carried on in connection therewith may be properly conducted at all times; provided, however, that nothing in this Section shall prevent the Company or any of its Restricted Subsidiaries from discontinuing the maintenance
of any of such properties if such discontinuance is, in the judgment of the Company, desirable in the conduct of its business or the business of any Restricted Subsidiary and not adverse in any material respect to the Holders. 
  

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 SECTION 3.21. Compliance with Laws. The Company shall comply, and shall cause each of its
Restricted Subsidiaries to comply, with all applicable statutes, rules, regulations, orders and restrictions of the United States of America, all states and municipalities thereof, and of any governmental regulatory authority, in respect of the
conduct of their respective businesses and the ownership of their respective properties, except for such noncompliances as would not in the aggregate have a material adverse effect on the financial condition or results of operations of the Company
and its Restricted Subsidiaries, taken as a whole. 
  
 SECTION
3.22. Compliance Certificate. The Company shall deliver to the Trustee within 120 days after the end of each Fiscal Year of the Company a certificate executed by the Company’s principal executive officer, principal accounting officer or
principal financial officer stating that in the course of the performance by the signer of his or her duties as such officer he or she would normally have knowledge of any Default or Event of Default and whether or not the signer knows of any
Default or Event of Default that occurred during such period. If he or she does, the certificate shall describe the Default or Event of Default, its status and what action the Company is taking or proposes to take with respect thereto. The Company
also shall comply with TIA § 314(a)(4). An Officer’s Certificate shall also notify the Trustee should the then current Fiscal Year be changed to end on any date other than on the date as herein defined. 
  
 SECTION 3.23. Additional Interest Notices. In the event that the
Company is required to pay additional interest to Holders of Notes pursuant to the Registration Rights Agreement, the Company shall provide written notice (“Additional Interest Notice”) to the Trustee of its obligation to pay additional
interest no later than five Business Days prior to the proposed payment date set for the amount of additional interest, and the Additional Interest Notice shall set forth the amount of additional interest to be paid by the Company on such Payment
Date. The Trustee shall not at any time be under any duty or responsibility to any holder of Notes to determine the additional interest, or with respect to the nature, extent, or calculation of the amount of additional interest when made, or with
respect to the method employed in such calculation of the additional interest. 
  
 ARTICLE IV 
  
 Successor Company
and Successor Subsidiary Guarantor 
  
 SECTION 4.1. Merger
and Consolidation. The Company shall not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person, unless: 
  
 (i) the resulting, surviving or transferee Person (the “Successor Company”) shall be a
corporation organized and existing under the laws of the U.S., any State of the U.S. or the District of Columbia and the Successor Company (if not the Company) shall expressly assume, 

  

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by supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the Notes and
this Indenture; 
  
 (ii) immediately after giving
effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Company or any Subsidiary of the Successor Company as a result of such transaction as having been Incurred by the Successor Company or such
Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; 
  
 (iii) immediately after giving effect to such transaction, the Successor Company would be able to Incur at least an additional $1.00 of
Indebtedness pursuant to paragraph (a) of Section 3.3; 
  
 (iv) each Subsidiary Guarantor (unless it is the other party to the transactions above, in which case clause (i) shall apply) shall have by supplemental indenture confirmed that its Subsidiary Guarantee shall apply to
such Person’s obligations in respect of this Indenture and the Notes and its obligations under the Registration Rights Agreement shall continue to be in effect; and 
  
 (v) 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 indenture (if any) comply with this Indenture. 
  
 For purposes of this Article IV, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the
properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a
consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. 
  
 The Successor Company shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, but, in the
case of a lease of all or substantially all its assets, the predecessor Company shall not be released from the obligation to pay the principal of and interest on the Notes. 
  
 Notwithstanding the preceding clause (iii), (x) any Restricted Subsidiary may consolidate with, merge into or transfer all
or part of its properties and assets to the Company and (y) the Company may merge with an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction to realize tax benefits; provided that, in the case
of a Restricted Subsidiary that mergers into the Company, the Company shall not be required to comply with the preceding clause (v). 
  
 In addition, the Company shall not permit any Subsidiary Guarantor to consolidate with or merge with or into any person (other than the Company or another
Subsidiary Guarantor) and shall not permit the sale, conveyance, transfer or lease of all or substantially all of the assets of 

  

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any Subsidiary Guarantor to any Person (other than the Company or another Subsidiary Guarantor) unless: (i) (a) the resulting, surviving or transferee
Person shall be a corporation, partnership, trust or limited liability company organized and existing under the laws of the U.S., any State of the U.S. or the District of Columbia and such Person (if not such Subsidiary Guarantor) shall expressly
assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee; (b) immediately after giving effect to such transaction (and treating any Indebtedness (other
than Indebtedness of such Subsidiary Guarantor existing immediately prior to such transaction) that becomes an obligation of the resulting, surviving or transferee Person or any Restricted Subsidiary as a result of such transaction as having been
Incurred by such Person or such Restricted Subsidiary at the time of such transaction), no Default of Event of Default shall have occurred and be continuing; and (c) 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 indenture (if any) comply with this Indenture; or (ii) the transaction is made in compliance with Section 3.8. 
  
 ARTICLE V 
  
 Redemption of Notes 
  
 SECTION 5.1. Optional Redemption. The Notes may be redeemed, as a whole or from time to time in part, subject to the conditions and at the
redemption prices specified in paragraph 5 of the form of Notes 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 5.2. Applicability of Article. Redemption
of Notes at the election of the Company or otherwise, as permitted or required by any provision of this Indenture, shall be made in accordance with such provision and this Article. 
  
 SECTION 5.3. Election to Redeem; Notice to Trustee. The election of the Company to redeem any Notes pursuant to
Section 5.1 shall be evidenced by a Board Resolution. In case of any redemption at the election of the Company, the Company shall, upon not later than the earlier of the date that is 45 days prior to the Redemption Date fixed by the Company
or the date on which notice is given to the Holders (except as provided in Section 5.5 or unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date and of the principal amount of Notes to be
redeemed and shall deliver to the Trustee such documentation and records as shall enable the Trustee to select the Notes to be redeemed pursuant to Section 5.4. Any such notice may be cancelled at any time prior to notice of such redemption
being mailed to any Holder and shall thereby be void and of no effect. 
  
 SECTION 5.4. Selection by Trustee of Notes to Be Redeemed. If less than all the Notes are to be redeemed at any time pursuant to an optional redemption, the particular Notes to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the 

  

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Trustee, from the outstanding Notes not previously called for redemption, in compliance with the requirements of the principal securities exchange, if any,
on which such Notes are listed, or, if such Notes are not so listed, on a pro rata basis among the classes of Notes, 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 which may provide for the selection for redemption of portions of the principal of the Notes; provided, however, that no such partial redemption shall reduce the portion of the principal amount of a Note not
redeemed to less than $1,000. 
  
 The Trustee shall promptly
notify the Company in writing of the Notes selected for redemption and, in the case of any Notes selected for partial redemption, the method it has chosen for the selection of Notes and the principal amount thereof to be redeemed. 
  
 For all purposes of this Indenture, unless the context otherwise requires,
all provisions relating to redemption of Notes shall relate, in the case of any Note redeemed or to be redeemed only in part, to the portion of the principal amount of such Note which has been or is to be redeemed. 
  
 SECTION 5.5. Notice of Redemption. Notice of redemption shall be given
in the manner provided for in Section 11.2 not less than 30 nor more than 60 days prior to the Redemption Date, to each Holder of Notes to be redeemed. At the Company’s request, the Trustee shall give notice of redemption in the
Company’s name and at the Company’s expense; provided, however, that the Company shall deliver to the Trustee, at least 35 days prior to the Redemption Date, an Officers’ Certificate requesting that the Trustee give such notice
at the Company’s expense and setting forth the information to be stated in such notice as provided in the following items. 
  
 All notices of redemption shall state: 
  
 (i) the Redemption Date, 
  
 (ii) the redemption price and the amount of accrued interest to the Redemption Date payable as provided in Section 5.7, if any,

  
 (iii) if less than all outstanding Notes are
to be redeemed, the method for selecting the Notes to be redeemed, as well as the aggregate principal amount of Notes to be redeemed and the aggregate principal amount of Notes to be outstanding after such partial redemption, 
  
 (iv) in case any Note is to be redeemed in part only, the
notice which relates to such Note shall state that on and after the Redemption Date, upon surrender of such Note, the Holder shall receive, without charge, a new Note or Notes of authorized denominations for the principal amount thereof remaining
unredeemed, 
  
 (v) that on the Redemption Date
the redemption price (and accrued interest, if any, to the Redemption Date payable as provided in Section 5.7) shall become due and payable upon each such Note, or the portion thereof, to be redeemed, and, unless the Company defaults in 

  

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making the redemption payment, that interest on Notes called for redemption (or the portion thereof) shall cease to accrue on and after said date,

  
 (vi) the place or places where such Notes are
to be surrendered for payment of the redemption price and accrued interest, if any, 
  
 (vii) the name and address of the Paying Agent, 
  

(viii) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price, 
  
 (ix) the CUSIP number, that no representation is made as to
the accuracy or correctness of the CUSIP number, if any, listed in such notice or printed on the Notes, and any redemption shall not be affected by any defect in such CUSIP numbers, and 
  
 (x) the paragraph of the Notes pursuant to which the Notes are to be redeemed. 
  
 SECTION 5.6. Deposit of Redemption Price. Prior to any Redemption
Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 2.4) an amount of money sufficient to pay the redemption price
of, and accrued interest on, all the Notes which are to be redeemed on that date, other than Notes or portions of Notes called for redemption that are beneficially owned by the Company and have been delivered by the Company to the Trustee for
cancellation. 
  
 SECTION 5.7. Notes Payable on Redemption
Date. Notice of redemption having been given as aforesaid, the Notes or portions of Notes so to be redeemed shall, on the Redemption Date, become due and payable at the redemption price therein specified (together with accrued interest, if any,
to the Redemption Date), and from and after such date (unless the Company shall default in the payment of the redemption price and accrued interest) such Notes shall cease to bear interest. Upon surrender of any such Note for redemption in
accordance with said notice, such Note shall be paid by the Company at the redemption price, together with accrued interest, if any, to the Redemption Date (subject to the rights of Holders of record on the relevant record date to receive interest
due on the relevant interest payment date). 
  
 If any Note called
for redemption shall not be so paid upon surrender thereof for redemption, the principal (and premium, if any) shall, until paid, bear interest from the Redemption Date at the rate borne by the Notes. 
  
 SECTION 5.8. Notes Redeemed in Part. Any Note which is to be redeemed
only in part (pursuant to the provisions of this Article) shall be surrendered at the office or agency of the Company maintained for such purpose pursuant to Section 3.16 (with, if the Company or the Trustee so requires, due endorsement by,
or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing), and the Company shall execute, and the Trustee 

  

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shall authenticate and make available for delivery to the Holder of such Note at the expense of the Company, a new Note or Notes, of any authorized
denomination as requested by such Holder, in an aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Note so surrendered, provided, that each such new Note shall be in a principal amount of
$1,000 or integral multiple thereof. 
  
 SECTION 5.9. Mandatory
Special Redemption. In the event that the Völkl and Marker Acquisitions are not consummated on or prior to August 11, 2004, the Company shall redeem (the “Special Redemption”) the Notes, in whole but not in part, on or
prior to August 13, 2004, at a redemption price (the “Special Redemption Price”) in cash equal to 101.0% of the principal amount of the Notes on the Special Redemption Date, plus accrued and unpaid interest thereon to the Special
Redemption Date. The “Special Redemption Date” means the earlier of the date specified by the Company in an Officers’ Certificate delivered in accordance with the Escrow Agreement and August 13, 2004. The Trustee shall deliver
to each Holder a written notice (specifying the information specified in Section 5.5) of the Special Redemption one Business Day prior to the Special Redemption Date. 
  
 ARTICLE VI 
  
 Defaults and Remedies 
  
 SECTION 6.1. Events of Default. Each of the following is an “Event of Default”: 
  
 (1) default in any payment of interest or additional
interest (as required by the Registration Rights Agreement) on any Note when due, continued for 30 days; 
  
 (2) default in the payment of principal of or premium, if any, on any Note when due at its Stated Maturity, upon optional redemption,
required repurchase, upon declaration or otherwise; 
  
 (3) failure by the Company or any Subsidiary Guarantor to comply with its obligations under Article IV; 
  
 (4) failure by the Company to comply for 30 days after notice with any of its obligations pursuant to Section 3.2 through
Section 3.14 inclusive (in each case, other than a failure to purchase Notes which shall constitute an Event of Default under clause (2) above and other than a failure to comply with Article IV which is covered by clause (3)); 
  
 (5) failure by the Company to comply for 60 days after
notice with its other agreements in this Indenture or under the Notes (other than those referred to in (1), (2), (3) or (4) above); 
  
 (6) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any
Indebtedness for money borrowed by 

  

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the Company or any of its Restricted Subsidiaries (or the payment of which is Guaranteed by the Company or any of its Restricted Subsidiaries), other than
Indebtedness owed to the Company or a Restricted Subsidiary, whether such Indebtedness or Guarantee now exists, or is created after the date of this Indenture, which default: 
  
 (a) is caused by a failure to pay at the final Stated Maturity the stated principal amount on such
Indebtedness prior to the expiration of the grace period provided in such Indebtedness (“payment default”) or 
  
 (b) results in the acceleration of such Indebtedness prior to its maturity (the “cross acceleration provision”);

  
 and, in each case, the principal amount of any such Indebtedness, together
with the principal amount of any other such Indebtedness under which there bas been a payment default or the maturity of which has been so accelerated, aggregates $10.0 million or more; 
  
 (7) the Company or a Significant Subsidiary or a group of Restricted Subsidiaries that, taken together (as
of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries) would constitute a Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law: 
  
 (A) commences a voluntary case or proceeding; 
  
 (B) consents to the entry of a judgment, decree or order for
relief against it in an involuntary case or proceeding; 
  
 (C) consents to the appointment of a Custodian of it or for any substantial part of its property; 
  
 (D) makes a general assignment for the benefit of its creditors; 
  
 (E) consents to or acquiesces in the institution of a bankruptcy or an insolvency proceeding against it;

  
 (F) takes any corporate action to authorize
or effect any of the foregoing; or 
  
 (G) takes
any comparable action under any foreign laws relating to insolvency; 
  
 (8) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: 
  
 (A) is for relief in an involuntary case against the Company or any Significant Subsidiary or a group of Restricted Subsidiaries that,
taken together (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary pursuant to or within the meaning of the Bankruptcy Law; 
  

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 (B) appoints a Custodian for all or substantially all of the property of the Company or
any Significant Subsidiary or a group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries) would constitute a Significant Subsidiary pursuant to
or within the meaning of the Bankruptcy Law; 
  
 (C) orders the winding up or liquidation of the Company or any Significant Subsidiary or a group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company and its Restricted
Subsidiaries) would constitute a Significant Subsidiary pursuant to or within the meaning of the Bankruptcy Law; and 
  
 (D) in each case, the order, decree or relief remains unstayed and in effect for 60 days; 
  
 (9) failure by the Company or any Significant Subsidiary or
group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary to pay final judgments aggregating in
excess of $10.0 million (net of any amounts that a reputable and creditworthy insurance company has acknowledged liability for in writing), which judgments are not paid, discharged or stayed for a period of 60 days (the “judgment default
provision”); or 
  
 (10) any Subsidiary
Guarantee of a Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary
ceases to be in full force and effect (except as contemplated by the terms of this Indenture) or is declared null and void in a judicial proceeding or any Subsidiary Guarantor denies or disaffirms its obligations under this Indenture or its
Subsidiary Guarantee. 
  
 However, a default under clauses (4) and (5) of this
paragraph shall not constitute an Event of Default until the Trustee or the Holders of 25% in principal amount of the outstanding Notes provide written notice to the Company of the default and the Company does not cure such default within the time
specified in clauses (4) and (5) of this paragraph after receipt of such notice. 
  
 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 Company shall deliver to the Trustee, promptly, but in no event later than 30 days after, a senior officer becomes aware of any events which would
constitute an Event of Default under clauses (3), (4), (5), (6), (7), (8), (9) or (10) of this Section 6.1 in the form of an Officers’ Certificate, which Officers’ Certificate shall provide their status and what action the Company
is taking or proposing to take in respect thereof. 
  

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 SECTION 6.2. Acceleration. If an Event of Default (other than an Event of Default described in
clauses (7) and (8) of Section 6.1) occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the outstanding Notes by written notice to the Company and the Trustee, may, and the
Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued and unpaid interest, if any, on all the Notes to be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid
interest shall be due and payable immediately. 
  
 In the event of
a declaration of acceleration of the Notes because an Event of Default described in clause (6) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default
or payment default triggering such Event of Default pursuant to clause (6) of Section 6.1 shall be remedied or cured by the Company or a Restricted Subsidiary or waived by the holders of the relevant Indebtedness within 20 days after the
declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment
of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. 
  
 If an Event of Default described in clauses (7) and (8) of Section 6.1 occurs and is continuing, the principal of, premium, if any, and accrued and
unpaid interest on all the Notes shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. 
  

SECTION 6.3. Other Remedies. If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy by proceeding at law
or in equity to collect the payment of principal of (or premium, if any) or interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture. 
  
 The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the
proceeding. A delay or omission by the Trustee or any Noteholder 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. All available remedies are cumulative. 
  
 SECTION 6.4. Waiver of Past Defaults. The Holders of a majority in principal amount of the Notes by notice to the Trustee may waive (including, without limitation, consents obtained in connection with a purchase of, or tender offer
or exchange offer for, Notes) an existing Default or Event of Default and its consequences except (i) a Default or Event of Default in the payment of the principal of or interest on a Note or (ii) a Default or Event of Default in respect of a
provision that under Section 9.2 cannot be amended without the consent of each Noteholder affected. When a Default or Event of Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or Event
of Default or impair any consequent right. 
  

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 SECTION 6.5. Control by Majority. The Holders of a majority in principal amount of the outstanding
Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts
with law or this Indenture or, subject to Sections 7.1 and 7.2, that the Trustee determines is unduly prejudicial to the rights of other Noteholders or 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 hereunder, 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 6.6. Limitation on Suits. Subject to the provisions of this Indenture relating to the duties of the Trustee, 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 this Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. 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 Notes unless: 
  
 (1) such Holder has previously given the Trustee notice that an Event of Default is continuing; 
  
 (2) Holders of at least 25% in principal amount of the
outstanding Notes have requested the Trustee to pursue the remedy; 
  
 (3) such Holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense; 
  
 (4) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity;
and 
  
 (5) the Holders of a majority in
principal amount of the outstanding Notes have not given the Trustee a direction that, in the opinion of the Trustee, is inconsistent with such request within such 60-day period. 
  
 A Noteholder may not use this Indenture to prejudice the rights of another Noteholder or to obtain a preference or priority
over another Noteholder. 
  
 SECTION 6.7. Rights of Holders to
Receive Payment. Notwithstanding any other provision of this Indenture (including, without limitation, Section 6.6), the right of any Holder to receive payment of principal of, premium, if any, or interest on the Notes held by such
Holder, on or after the respective due dates expressed in the Notes, 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. 
  

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 SECTION 6.8. Collection Suit by Trustee. If an Event of Default specified in clauses (1) or (2) of
Section 6.1 occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Company for the whole amount then due and owing (together with interest on any unpaid interest to the extent
lawful) and the amounts provided for in Section 7.7. 
  
 SECTION 6.9. 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 the
reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Noteholders allowed in any judicial proceedings relative to the Company, its Subsidiaries or its or their respective creditors or
properties and, unless prohibited by law or applicable regulations, may be entitled and empowered to participate as a member of any official committee of creditors appointed in such matter and 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 reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee hereunder.
Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any
Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding. 
  
 SECTION 6.10. Priorities. If the Trustee collects any money or property pursuant to this Article VI, it shall pay out the money or property
in the following order: 
  
 First: to the Trustee
for amounts due under Section 7.7; 
  
 Second: to Noteholders for amounts due and unpaid on the Notes for principal and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal and interest, respectively;
and 
  
 Third: to the Company. 
  
 The Trustee may fix a record date and payment date for any payment to
Noteholders pursuant to this Section. At least 15 days before such record date, the Company shall mail to each Noteholder and the Trustee 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 

  

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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 the Company, a suit by a Holder pursuant to Section 6.7 or a suit by Holders of more than 10% in outstanding principal amount of the Notes. 
  
 ARTICLE VII 
  
 Trustee 
  
 SECTION 7.1. 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 their exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs; provided that 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 this Indenture at the request or direction of any of the Holders unless such Holders have offered the Trustee indemnity or security
reasonably satisfactory to the Trustee against loss, liability or expense. 
  
 (b) Except during the continuance of an Event of Default: 
  
 (1) 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; and 
  
 (2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of
the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provisions hereof are specifically
required to be furnished to the Trustee, the Trustee shall examine such certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical
calculations or other facts stated therein). 
  
 (c) The Trustee
may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: 
  
 (1) this paragraph does not limit the effect of paragraph (b) of this Section; 
  
 (2) the Trustee shall not be liable for any error of
judgment made in good faith by a Responsible Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and 
  
 (3) the Trustee 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 6.5. 
  

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 (d) The Trustee shall not be liable for interest on any money received by it except as the Trustee may
agree in writing with the Company. 
  
 (e) Money held in trust by
the Trustee need not be segregated from other funds except to the extent required by law. 
  
 (f) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of
its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. 
  
 (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. 
  
 (h) 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 unless such Holders shall have offered to the
Trustee security or indemnity satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction. 
  
 SECTION 7.2. Rights of Trustee. (a) The Trustee may conclusively rely
and shall be protected in acting or refraining from acting upon any paper or document believed by it to be genuine and to have been signed or presented by the proper Person or Persons. 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. 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 its attorneys and agents and shall not be
responsible for the misconduct or negligence of any attorney or 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 selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in
respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. 
  
 (f) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument,
opinion, notice, request, direction, 

  

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consent, order, bond or other paper or document; but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or
matters as it may see fit and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company at reasonable times and in a reasonable manner, personally or
by agent or attorney at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. 
  
 (g) The Trustee shall not be deemed to have knowledge of any Default or Event of Default except (i), during any period it is
serving as Registrar and Paying Agent for the Notes, any Event of Default occurring pursuant to Section 6.1(1) and 6.1(2), or (ii) any Default or Event of Default of which a Responsible Officer shall have received written notification or obtained
“actual knowledge.” “Actual knowledge” shall mean the actual fact or statement of knowing by a Responsible Officer without independent investigation with respect thereto. 
  
 (h) Delivery of the reports, information and documents to the Trustee
pursuant to Section 3.2 is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the
Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). 
  
 (i) In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but
not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. 
  
 (j) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its
right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder. 
  
 (k) The Trustee may request that the Company deliver an Officers’
Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person authorized to sign an
Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded. 
  
 SECTION 7.3. Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may
otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent, Registrar, co-registrar or co-paying agent may do the same with like rights. However, the Trustee must comply with
Sections 7.10 and 7.11. In addition, the Trustee shall be permitted to engage in transactions with the Company; provided, however, that if the Trustee acquires any conflicting interest the Trustee must (i) eliminate such
conflict within 90 days of acquiring such conflicting interest, (ii) apply to the SEC for permission to continue acting as Trustee or (iii) resign. 
  

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 SECTION 7.4. Trustee’s Disclaimer. The Trustee shall not be responsible for and makes no
representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Company’s use of the Notes or the proceeds from the Notes, and it shall not be responsible for any statement of the Company in
this Indenture or in any document issued in connection with the sale of the Notes or in the Notes other than the Trustee’s certificate of authentication or for the use or application of any funds received by any Paying Agent other than the
Trustee. 
  
 SECTION 7.5. Notice of Defaults. If a Default
or Event of Default occurs and is continuing and if a Responsible Officer has actual knowledge thereof, the Trustee shall mail to each Noteholder notice of the Default or Event of Default within 90 days after it occurs. Except in the case of a
Default or Event of Default in payment of principal of, premium (if any), or interest on any Note (including payments pursuant to the required repurchase provisions of such Note, if any), the Trustee may withhold the notice if and so long as its
board of directors, a committee of its board of directors or a committee of its Responsible Officers and/or a Responsible Officer in good faith determines that withholding the notice is in the interests of Noteholders. 
  
 SECTION 7.6. Reports by Trustee to Holders. As promptly as practicable
after each May 15 beginning with the May 15 following the date of this Indenture, and in any event prior to July 15 in each year, the Trustee shall mail to each Noteholder a brief report dated as of such May 15 that complies with TIA § 313(a),
if and to the extent such report may be required by the TIA. The Trustee also shall comply with TIA § 313(b). The Trustee shall also transmit by mail all reports required by TIA § 313(c). 
  
 A copy of each report at the time of its mailing to Noteholders shall be
filed with the SEC and each stock exchange (if any) on which the Notes are listed. The Company agrees to notify promptly the Trustee in writing whenever the Notes become listed on any stock exchange and of any delisting thereof. 
  
 SECTION 7.7. Compensation and Indemnity. The Company shall pay to the
Trustee from time to time such compensation for its services as the parties shall agree in writing from time to time. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall
reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred or made by it, including, but not limited to, costs of collection, costs of preparing and reviewing reports, certificates and other documents, costs of preparation
and mailing of notices to Noteholders and reasonable costs of counsel retained by the Trustee in connection with the delivery of an Opinion of Counsel or otherwise, in addition to the compensation for its services. Such expenses shall include the
reasonable compensation and expenses, disbursements and advances of the Trustee’s agents, counsel, accountants and experts. The Company shall indemnify the Trustee, and each of its officers, directors, counsel and agents, against any and all
loss, liability or expense (including, but not limited to, reasonable attorneys’ fees and expenses) incurred by it in connection with the administration of this trust and the performance of its duties hereunder, including the costs and expenses
of enforcing this Indenture (including this Section 7.7) and of defending itself against any claims (whether asserted by any 

  

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Noteholder, the Company or otherwise). The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to
so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee may have separate counsel and the Company shall pay the fees and expenses of such counsel. The Company need not
reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee’s own willful misconduct, negligence or bad faith, subject to the exceptions contained in Section 7.1(c) hereof.

  
 To secure the Company’s payment obligations in this
Section, the Trustee shall have a lien prior to the Notes 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 Notes. The Trustee’s right to receive
payment of any amounts due under this Section 7.7 shall not be subordinate to any other liability or indebtedness of the Company. 
  
 The Company’s payment obligations pursuant to this Section and any lien arising hereunder shall survive the discharge of this Indenture and the
resignation or removal of the Trustee. When the Trustee incurs expenses after the occurrence of a Default specified in Section 6.1(7) or (8) with respect to the Company, the expenses are intended to constitute expenses of
administration under any Bankruptcy Law. 
  
 SECTION 7.8.
Replacement of Trustee. The Trustee may resign at any time by so notifying the Company. The Holders of a majority in principal amount of the Notes may remove the Trustee by so notifying the Company and the Trustee in writing and may appoint a
successor Trustee. The Company shall remove the Trustee if: 
  
 (1) the Trustee fails to comply with Section 7.10; 
  
 (2) the Trustee is adjudged bankrupt or insolvent; 
  
 (3) a receiver or other public officer takes charge of the Trustee or its property; or 
  
 (4) the Trustee otherwise becomes incapable of acting.

  
 If the Trustee resigns or is removed by the Company or by the
Holders of a majority in principal amount of the Notes 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 Company shall promptly appoint a successor Trustee. 
  
 A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. 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 Noteholders. The retiring Trustee shall promptly transfer all property held by it as
Trustee to the successor Trustee, subject to the lien provided for in Section 7.7. 
  

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 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 Notes may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Trustee. 
  
 If the Trustee fails to comply with Section 7.10, unless the
Trustee’s duty to resign is stayed as provided in TIA § 310(b), any Noteholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. 
  
 Notwithstanding the replacement of the Trustee pursuant to this Section
7.8, the Company’s obligations under Section 7.7 shall continue for the benefit of the retiring Trustee. 
  
 SECTION 7.9. 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 Notes 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 Notes so authenticated; and in case at that time any of the Notes shall not have been authenticated, any successor to the Trustee may authenticate such Notes 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 Notes 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 TIA § 310(a). The Trustee shall have a combined capital and surplus of at least $50 million as set forth in its most recent filed annual report of condition. The Trustee shall comply with TIA § 310(b).

  
 SECTION 7.11. Preferential Collection of Claims Against
Company. If and when the Trustee shall be or become a creditor of the Company, the Trustee shall comply with TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be
subject to TIA § 311(a) to the extent indicated. 
  
 ARTICLE
VIII 
  
 Discharge of Indenture; Defeasance 
  
 SECTION 8.1. Discharge of Liability on Notes; Defeasance. (a) Subject
to Section 8.1(c), when (i)(x) the Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.9) for cancellation or (y) all outstanding Notes not 

  

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theretofore delivered for cancellation have become due and payable at maturity, whether at maturity or upon redemption or shall become due and payable within
one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption pursuant to Article V hereof and the Company or any Subsidiary Guarantor irrevocably deposits or
causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollars, non-callable U.S. Government Obligations, or a combination thereof, in such amounts as shall be sufficient without
consideration of any reinvestment of interest to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or
redemption; (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit shall not result in a breach or violation of, or constitute a default
under, any other instrument to which the Company or any Subsidiary Guarantor is a party or by which the Company or any Subsidiary Guarantor is bound; (iii) the Company or any Subsidiary Guarantor has paid or cause to be paid all sums payable under
this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then
the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the
satisfaction and discharge of this Indenture have been complied with) at the cost and expense of the Company. 
  
 (b) Subject to Sections 8.1(c) and 8.2, the Company at its option and at any time may terminate (i) all the obligations of the Company and
any Subsidiary Guarantor under the Notes and this Indenture (“legal defeasance option”), and after giving effect to such legal defeasance, any omission to comply with such obligations shall no longer constitute a Default or Event of
Default or (ii) the obligations of the Company and any Subsidiary Guarantor under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13,
3.14 and 4.1(iii) and the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant or provision, whether directly or indirectly, by reason of any reference
elsewhere herein to any such covenant or provision or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply with such covenants or provisions shall no longer constitute a
Default or an Event of Default under Section 6.1(3) , 6.1(4), 6.1(5), 6.1(6), 6.1(7) (but only with respect to a Significant Subsidiary or a group of Restricted Subsidiaries that would constitute a Significant
Subsidiary), 6.1(8) (but only with respect to a Significant Subsidiary or group of Restricted Subsidiaries that would constitute a Significant Subsidiary) and 6.1(9) (“covenant defeasance option”), but except as
specified above, the remainder of this Indenture and the Notes shall be unaffected thereby. The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. 
  
 If the Company exercises its legal defeasance option, payment of the Notes
may not be accelerated because of an Event of Default, and the Subsidiary Guarantees in effect at such time shall terminate. If the Company exercises its covenant defeasance option, payment of the Notes 

  

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may not be accelerated because of an Event of Default specified in Sections 6.1(3) (but only as it relates to an Event of Default as a result of a
default under Section 4.1(iii), 6.1(4) (as such Section relates to Sections 3.2, 3.3, 3.4, 3.5,3.6, 3.7,3.8,3.9, 3.10, 3.11, 3.12 and 3.13),
6.1(5), 6.1(6), 6.1(7) (but only with respect to a Significant Subsidiary or a group of Restricted Subsidiaries that would constitute a Significant Subsidiary), 6.1(8) (but only with respect to a Significant Subsidiary or
a group of Restricted Subsidiaries that would constitute a Significant Subsidiary), 6.1(9) and 6.1(10) or because of the failure to comply with clause (iii) of Article IV. 
  
 Upon satisfaction of the conditions set forth herein and upon request of the
Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates. 
  
 (c) Notwithstanding the provisions of Sections 8.1(a) and (b), the Company’s obligations in Sections 2.3, 2.4,
2.5, 2.6, 2.7, 2.8, 2.9, 7.1, 7.2, 7.7, 7.8, 8.4, 8.5 and 8.6 shall survive until the Notes have been paid in full. Thereafter, the Company’s obligations in
Sections 7.7, 8.4 and 8.5 shall survive. 
  
 SECTION 8.2. Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option only if: 
  
 (1) the Company irrevocably deposits in trust with the Trustee for the benefit of the Holders money in U.S. dollars or U.S. Government
Obligations or a combination thereof the principal of and interest (without reinvestment) on which shall be sufficient, or a combination thereof sufficient, for the payment of principal of and interest on the Notes to maturity; 
  
 (2) the Company delivers to the Trustee a certificate from a
nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment
shall provide cash at such times and in such amounts as shall be sufficient to pay principal and interest when due on all the Notes to maturity; 
  
 (3) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of
Default with respect to this Indenture resulting from the incurrence of Indebtedness, all or a portion of which shall be used to defease the Notes concurrently with such incurrence); 
  
 (4) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute
a Default under this Indenture or any other material agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; 
  
 (5) the Company shall have delivered to the Trustee an
Opinion of Counsel to the effect that (A) the Notes and (B) assuming no intervening bankruptcy of the Company between the date of deposit and the 91st day following the deposit and that no Holder of the Notes is an 

  

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insider of the Company, after the 91st day following the deposit, the trust funds shall not be subject to the effect of any applicable bankruptcy,
insolvency, reorganization or similar laws affecting creditors’ right generally; 
  
 (6) the deposit does not constitute a default under any other agreement binding on the Company; 
  
 (7) the Company delivers to the Trustee an Opinion of
Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940; 
  
 (8) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion
of Counsel in the United States stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) 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 Noteholders shall not recognize income, gain or loss for federal income tax purposes as a result of such legal defeasance and shall be
subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred; 
  
 (9) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an
Opinion of Counsel in the United States to the effect that the Noteholders shall not recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance and shall be subject to federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred; and 
  
 (10) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions
precedent to the defeasance and discharge of the Notes and this Indenture as contemplated by this Article VIII have been complied with. 
  
 SECTION 8.3. Application of Trust Money. The Trustee shall hold in trust money or U.S. Government Obligations deposited with it pursuant to this
Article VIII. It shall apply the deposited money and the money from U.S. Government Obligations through the Paying Agent and in accordance with this Indenture to the payment of principal of and interest on the Notes. 
  
 SECTION 8.4. Repayment to Company. Anything herein to the contrary
notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Order any money or U.S. Government Obligations held by it as provided in this Article VIII which, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect legal defeasance or covenant defeasance, as
applicable, provided that the Trustee shall not be required to liquidate any U.S. Government Obligations in order to comply with the provisions of this paragraph. 
  

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 Subject to any applicable abandoned property law, the Trustee and the Paying Agent shall pay to the
Company upon written request any money held by them for the payment of principal of or interest on the Notes that remains unclaimed for two years, and, thereafter, Noteholders entitled to the money must look to the Company for payment as general
creditors. 
  
 SECTION 8.5. Indemnity for U.S. Government
Obligations. The Company 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 8.6. Reinstatement. If the Trustee
or Paying Agent is unable to apply any money or U.S. Government Obligations in accordance with this Article VIII 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 obligations of the Company under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to this Article VIII until such time as the
Trustee or Paying Agent is permitted to apply all such money or U.S. Government Obligations in accordance with this Article VII; provided, however, that, if the Company has made any payment of interest on or principal of any Notes
because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or U.S. Government Obligations held by the Trustee or Paying Agent. 
  
 ARTICLE IX 
  
 Amendments 
  
 SECTION 9.1. Without Consent of Holders. The Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, a
Subsidiary Guarantee or the Notes without notice to or consent of any Noteholder to: 
  
 (1) cure any ambiguity, omission, defect or inconsistency; 
  
 (2) provide for the assumption by a successor corporation of the obligations of the Company or any
Subsidiary Guarantor under this Indenture; 
  
 (3) provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code or in a manner
such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code; 
  
 (4) add Guarantees with respect to the Notes or release a Subsidiary Guarantor upon its designation as an Unrestricted Subsidiary;
provided, however, that the designation is in accordance with the applicable provisions of this Indenture; 
  
 (5) secure the Notes; 
  

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 (6) to evidence and provide for successor trustees; 
  
 (7) add to the covenants of the Company for the benefit of
the Holders or surrender any right or power conferred upon the Company; 
  
 (8) make any change that does not adversely affect the rights of any Holder; 
  
 (9) comply with any requirement of the SEC in connection with the qualification of this Indenture under the TIA; 
  
 (10) provide for the issuance of the Exchange Notes which
shall have terms substantially identical in all respects to the Notes (except that the transfer restrictions contained in the Notes shall be modified or eliminated, as appropriate) and which shall be treated, together with any outstanding Notes, as
a single class of securities. 
  
 After an amendment or supplement
under this Section becomes effective, the Company shall mail to Noteholders a notice briefly describing such amendment or supplement. The failure to give such notice to all Noteholders, or any defect therein, shall not impair or affect the validity
of an amendment or supplement under this Section. 
  
 SECTION 9.2.
With Consent of Holders. The Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, a Subsidiary Guarantee or the Notes without notice to any Noteholder but with the written consent of the Holders of at
least a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Any past default or compliance with any provision
of this Indenture, a Subsidiary Guarantee or the Notes may be waived with the written consent of the Holders of a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a
purchase of, or tender offer or exchange offer for, Notes). However, without the consent of each Noteholder affected, an amendment, supplement or waiver may not (with respect to any Notes held by a non-consenting Holder of Notes): 
  
 (1) reduce the principal amount of Notes outstanding whose
Holders must consent to an amendment; 
  
 (2)
reduce the stated rate of or extend the stated time for payment of interest or additional interest on any Note; 
  
 (3) reduce the principal of or extend the Stated Maturity of any Note; 
  
 (4) reduce the premium payable upon the redemption or repurchase of any Note or change the time at which any
Note may or shall be redeemed or repurchased as described under Section 3.8, Section 3.10 or Article V or any similar provision, whether through an amendment or waiver of Section 3.8, Section 3.10 or Article
V, related definitions or otherwise; 
  

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 (5) make any Note payable in money other than that stated in the Note; 
  
 (6) impair the right of any Holder to receive payment of,
premium, if any, principal of and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; 
  
 (7) make any change to the amendment provisions which
require each Holder’s consent or to the waiver provisions; 
  
 (8) modify the Subsidiary Guarantees in any manner adverse to the Holders; 
  
 (9) prior to the release of the Escrowed Funds, release or modify in any respect the Lien of the Escrow Agent on the Escrowed Funds; or

  
 (10) release any Subsidiary Guarantor, if
any, from any of its obligations under its Subsidiary Guarantee or this Indenture, except in compliance with the terms thereof. 
  
 It shall not be necessary for the consent of the Holders under this Section 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 becomes effective, the Company shall mail to Noteholders a notice briefly describing such amendment. The failure to give such notice to all Noteholders, or any defect therein, shall not impair or affect
the validity of an amendment under this Section. 
  
 SECTION 9.3.
Compliance with Trust Indenture Act. Every amendment or supplement to this Indenture, a Subsidiary Guarantee or the Notes shall comply with the TIA as then in effect. 
  
 SECTION 9.4. Revocation and Effect of Consents and Waivers. A consent to an amendment, supplement or a waiver by a
Holder of a Note shall bind the Holder and every subsequent Holder of that Note or portion of the Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent or waiver is not made on the Note. Any such
Holder or subsequent Holder may revoke the consent or waiver as to such Holder’s Note or portion of the Note if the Trustee receives the notice of revocation before the date the amendment, supplement or waiver becomes effective or otherwise in
accordance with any related solicitation documents. After an amendment, supplement or waiver becomes effective, it shall bind every Noteholder unless it makes a change described in any of clauses (1) through (8) of Section 9.2, in which case
the amendment, supplement, waiver or other action shall bind each Noteholder who has consented to it and every subsequent Noteholder that evidences the same debt as the consenting Holder’s Notes. An amendment, supplement or waiver shall become
effective upon receipt by the Trustee of the requisite number of written consents under Section 9.1 or 9.2 as applicable. 
  

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 The Company may, but shall not be obligated to, fix a record date for the purpose of determining the
Noteholders 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 Noteholders 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 become valid or effective more than 120 days after such record date. 
  
 SECTION 9.5. Notation on or Exchange of Notes. If an amendment, supplement or waiver changes the terms of a Note, the Trustee may require the
Holder of the Note to deliver it to the Trustee. The Trustee may place an appropriate notation on the Note regarding the changed terms and return it to the Holder. Alternatively, if the Company or the Trustee so determine, the Company in exchange
for the Note shall issue and the Trustee shall authenticate a new Note that reflects the changed terms. Failure to make the appropriate notation or to issue a new Note shall not affect the validity of such amendment. 
  
 SECTION 9.6. Trustee To Sign Amendments. The Trustee shall sign any
amendment, supplement or waiver authorized pursuant to this Article IX if the 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 reasonably satisfactory to it and to receive, and (subject to Sections 7.1 and 7.2) shall be fully protected in relying upon an
Officers’ Certificate 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
Company and any Subsidiary Guarantors, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof (including Section 9.3). 
  
 ARTICLE X 
  
 Subsidiary Guarantees 
  
 SECTION 10.1. Guarantees. The Subsidiary Guarantors hereby unconditionally guarantee, on a senior unsecured basis and as primary obligor and not
merely as surety, jointly and severally with each other Subsidiary Guarantor, to each Holder of the Notes and the Trustee the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of,
premium, if any, and interest on the Notes and all other obligations and liabilities of the Company under this Indenture (including without limitation interest accruing after the filing of any petition in bankruptcy, or the commencement of any
insolvency, reorganization or like proceeding, relating to the Company or any Subsidiary Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) (all the foregoing being hereinafter collectively
called the “Obligations”). The Obligations of Subsidiary Guarantors under the Subsidiary Guarantees shall rank equally in right of payment with other 

  

 97 








 
Indebtedness of such Subsidiary Guarantor, except to the extent such other Indebtedness is expressly subordinate to the obligations arising under the
Subsidiary Guarantee. Each Subsidiary Guarantor further agrees (to the extent permitted by law) that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, and that it shall remain bound under this
Article X notwithstanding any extension or renewal of any Obligation. 
  
 Each Subsidiary Guarantor waives presentation to, demand of payment from and protest to the Company of any of the Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice
of any default under the Notes or the Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (a) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Company or
any other person under this Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes
or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any of them; (e) the failure of any Holder to exercise any right or remedy against any other Subsidiary Guarantor; or (f) any change in
the ownership of the Company. 
  
 Each Subsidiary Guarantor
further agrees that its Guarantee herein constitutes a Guarantee of payment when due (and not a Guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Obligations.

  
 The obligations of each Subsidiary Guarantor hereunder shall
not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), 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 Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each
Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Indenture, the Notes 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 Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. 
  
 Each Subsidiary Guarantor agrees that its Guarantee herein shall remain in full force and effect until payment in full of all the Obligations or such
Subsidiary Guarantor is released from its Guarantee upon the merger or the sale of all the Capital Stock or assets of the Subsidiary Guarantor in compliance with Section 10.2. Each Subsidiary Guarantor further agrees that its 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 of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or
reorganization of the Company or otherwise. 
  

 98 








 In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or
in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Subsidiary
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 an amount equal to the sum of (i) the unpaid amount of such Obligations then due and owing and (ii)
accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law). 
  
 Each Subsidiary Guarantor further agrees that, as between such Subsidiary Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity
of the Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations
guaranteed hereby and (y) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantor for the purposes of this
Guarantee. 
  
 Each Subsidiary Guarantor also agrees to pay any
and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or the Holders in enforcing any rights under this Section. 
  
 SECTION 10.2. Limitation on Liability; Termination, Release and Discharge. 
  
 (a) The obligations of each Subsidiary Guarantor hereunder shall be limited
to the maximum amount as shall, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any guarantees under the Senior Secured Credit Agreement) and after giving effect to any
collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture,
result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law and not otherwise being void or voidable under any similar laws
affecting the rights of creditors generally. 
  
 (b) In the event
a Subsidiary Guarantor is sold or disposed of (whether by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by lease)) and whether or not the Subsidiary Guarantor is the surviving
corporation in such transaction to a Person which is not the Company or a Restricted Subsidiary of the Company, such Subsidiary Guarantor shall be released (without any further action on the part of any Person) from its obligations under this
Indenture, its Subsidiary Guarantee and the Registration Rights Agreement if: (1) the sale or other disposition is in compliance with this Indenture, including Section 3.8 and Section 3.14; and (2) all the obligations of such
Subsidiary Guarantor under all Credit Facilities and related documentation and any other agreements 

  

 99 








 
relating to any other Indebtedness of the Company or its Restricted Subsidiaries terminate upon consummation of such transaction. 
  
 (c) Each Subsidiary Guarantor shall be deemed released from all its
obligations under this Indenture, its Subsidiary Guarantee and the Registration Rights Agreement and such Subsidiary Guarantee shall terminate upon the legal defeasance or covenant defeasance of the Notes pursuant to the provisions of Article
VIII hereof. 
  
 (d) Any Subsidiary Guarantor shall be deemed
released from all of its obligations under this Indenture, its Subsidiary Guarantee and the Registration Rights Agreement and such Subsidiary Guarantee shall terminate in the event that such Subsidiary Guarantor is designated an Unrestricted
Subsidiary of the Company in accordance with the terms of this Indenture by the Company’s Board of Directors 
  
 SECTION 10.3. Right of Contribution. Each Subsidiary Guarantor hereby agrees that to the extent that any Subsidiary Guarantor shall have paid more
than its proportionate share of any payment made on the obligations under the Subsidiary Guarantees, such Subsidiary Guarantor shall be entitled to seek and receive contribution from and against the Company or any other Subsidiary Guarantor who has
not paid its proportionate share of such payment. The provisions of this Section 10.3 shall in no respect limit the obligations and liabilities of each Subsidiary Guarantor to the Trustee and the Holders and each Subsidiary Guarantor shall
remain liable to the Trustee and the Holders for the full amount guaranteed by such Subsidiary Guarantor hereunder. 
  
 SECTION 10.4. No Subrogation. Notwithstanding any payment or payments made by each Subsidiary Guarantor hereunder, no Subsidiary Guarantor shall be
entitled to be subrogated to any of the rights of the Trustee or any Holder against the Company or any other Subsidiary Guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder for the payment of the
Obligations, nor shall any Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Subsidiary Guarantor in respect of payments made by such Subsidiary Guarantor hereunder, until all amounts
owing to the Trustee and the Holders by the Company on account of the Obligations are paid in full. If any amount shall be paid to any Subsidiary Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have
been paid in full, such amount shall be held by such Subsidiary Guarantor in trust for the Trustee and the Holders, segregated from other funds of such Subsidiary Guarantor, and shall, forthwith upon receipt by such Subsidiary Guarantor, be turned
over to the Trustee in the exact form received by such Subsidiary Guarantor (duly indorsed by such Subsidiary Guarantor to the Trustee, if required), to be applied against the Obligations. 
  
 SECTION 10.5. Execution and Delivery of Subsidiary Guarantee. To
evidence its Subsidiary Guarantee set forth in Section 10.1, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially in the form included in Exhibit C shall be endorsed by an Officer of such
Subsidiary Guarantor on each Note authenticated and delivered 

  

 100 








 
by the Trustee and that this Indenture shall be executed on behalf of such Subsidiary Guarantor by an Officer. 
  
 Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set
forth in Section 10.1 shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Subsidiary Guarantee. 
  

If an Officer whose signature is on this Indenture or on the Subsidiary Guarantee no longer holds that office at the time the Trustee authenticates the
Note on which a Subsidiary Guarantee is endorsed, the Subsidiary Guarantee shall be valid nevertheless. 
  
 The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Subsidiary Guarantee set forth
in this Indenture on behalf of the Subsidiary Guarantors. 
  
 ARTICLE XI 
  
 Miscellaneous 
  
 SECTION 11.1. Trust Indenture Act Controls. If any provision of this
Indenture limits, qualifies or conflicts with another provision which is required to be included in this Indenture by the TIA, the provision required by the TIA shall control. 
  
 SECTION 11.2. Notices. Any notice or communication shall be in writing and delivered in person or mailed by
first-class mail addressed as follows: 
  
 if to the Company:

  
 K2 Inc. 
 2051 Palomar Airport Road 
 Carlsbad, CA 92009

 Attention: General Counsel 
 Facsimile No.: (760) 494-1099 
  
 if to the Trustee:

  
 U.S. Bank National Association 
 60 Livingston Avenue 
 Internal Mail
EP-MN-WS3C 
 St. Paul, MN 55107-2292 
  
 The Company or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications. 
  

 101 








 Any notice or communication mailed to a Noteholder shall be mailed to the Noteholder at the
Noteholder’s address as it appears on the registration books of the Registrar and shall be sufficiently given if so mailed within the time prescribed. 
  
 Failure to mail a notice or communication to a Noteholder or any defect in it shall not affect its sufficiency with respect to other Noteholders. If a
notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it. 
  
 SECTION 11.3. Communication by Holders with other Holders. Noteholders may communicate pursuant to TIA § 312(b) with other Noteholders with
respect to their rights under this Indenture or the Notes. The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c). 
  
 SECTION 11.4. Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to
the Trustee to take or refrain from taking any action under this Indenture, except upon the initial issuance of Notes hereunder, the Company shall furnish to the Trustee: 
  
 (1) an Officers’ Certificate in form and substance 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 
  
 (2) 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
11.5. Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a covenant or condition provided for in this Indenture shall include: 
  
 (1) a statement that the individual making such certificate
or opinion has read such covenant or condition; 
  
 (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; 
  
 (3) a statement that, in the opinion of such 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 
  
 (4) a statement as to whether or not, in the opinion of such individual, such covenant or condition has been complied with. 
  

 102 








 In giving such Opinion of Counsel, counsel may rely as to factual matters on an Officers’
Certificate or on certificates of public officials. 
  
 SECTION
11.6. When Notes Disregarded. In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Company or by any of its Affiliates, except that, for the
purpose of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes which a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. Also, subject to the
foregoing, only Notes outstanding at the time shall be considered in any such determination. 
  
 SECTION 11.7. Rules by Trustee, Paying Agent and Registrar. The Trustee may make reasonable rules for action by, or a meeting of, Noteholders. The Registrar and the Paying Agent may make reasonable rules for
their functions. 
  
 SECTION 11.8. Legal Holidays. A
“Legal Holiday” is a Saturday, a Sunday or other day on which commercial banking institutions are authorized or required to be closed in New York City. If a payment date is a Legal Holiday, payment shall be made on the next succeeding day
that is not a Legal Holiday, and no interest shall accrue for the intervening period. If a regular record date is a Legal Holiday, the record date shall not be affected. 
  
 SECTION 11.9. Governing Law. This Indenture, the Subsidiary Guarantees and the Notes shall be governed by, and
construed in accordance with, the laws of the State of New York. 
  
 SECTION 11.10. No Recourse Against Others. An incorporator, director, officer, employee, stockholder or controlling person, as such, of the Company shall not have any liability for any obligations of the Company under the Notes or
the Subsidiary Guarantees or this Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Note, each Noteholder shall waive and release all such liability. The waiver and release shall be
part of the consideration for the issue of the Notes. 
  
 SECTION
11.11. Successors. All agreements of the Company in this Indenture and the Notes shall bind their respective successors. All agreements of the Trustee in this Indenture shall bind its successors. 
  
 SECTION 11.12. 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 11.13. Variable Provisions. The Company initially appoints the Trustee as Paying Agent and Registrar and
custodian with respect to any Global Notes. 
  
 SECTION 11.14.
Qualification of Indenture. The Company shall qualify this Indenture under the TIA in accordance with the terms and conditions of the Registration Rights 

  

 103 








 
Agreement and shall pay all reasonable costs and expenses (including attorneys’ fees and expenses for the Company and the Trustee) incurred in
connection therewith, including, but not limited to, costs and expenses of qualification of this Indenture and the Notes and printing this Indenture and the Notes. The Trustee shall be entitled to receive from the Company any such Officers’
Certificates, Opinions of Counsel or other documentation as it may reasonably request in connection with any such qualification of this Indenture under the TIA. 
  

SECTION 11.15. 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. 
  

 104 








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

			
	K2 INC.
		
	By:	 	 
	 	 	 Name:

	 	 	 Title:

	
	[GUARANTORS]
		
	By	 	 
	 	 	 Name:

	 	 	 Title:

	
	 U.S. BANK NATIONAL ASSOCIATION,
 as
Trustee

		
	By:	 	 
	 	 	 Name:

	 	 	 Title:



  









  
 EXHIBIT A 
  
 [FORM OF FACE OF SERIES A NOTE] 
  
 [Applicable Restricted Notes Legend] 
 [Depositary Legend, if applicable] 
  

 A-1 








  

			
	No. [        ]	 	Principal Amount $[                    ],
as revised by the Schedule
of Increases
and Decreases in the Global Note attached hereto
		
	 	 	CUSIP NO.                     

  
 K2 INC. 
  
 7 3/8% Senior Note, Series A, due 2014 
  
 K2 Inc., a Delaware corporation, promises to pay to
[                    ], or registered assigns, the principal sum of
[                                ] Dollars, as revised by the Schedule of
Increases and Decreases in the Global Note attached hereto, on         , 2014. 
  
 Interest Payment Dates: July 1 and January 1. 
  
 Record Dates: June 15 and December 15. 
  
 Additional provisions of this Note are set forth on the other side of this Note. 
  

			
	K2 INC.
		
	By:	 	 
		
	By:	 	 


  
 TRUSTEE’S CERTIFICATE OF
AUTHENTICATION 
  
 Dated: 
  
 U.S. BANK NATIONAL ASSOCIATION 
  
 as Trustee, certifies 
 that this is one of

 the Notes referred 
 to in the Indenture. 
  

			
		
	By	 	 
	 	 	 Authorized Signatory


  

 A-2 








  
 [FORM OF REVERSE SIDE OF
SERIES A NOTE] 
  
 7 3/8% Senior Note, Series A, due 2014 
  

	1.	Interest 

  
 K2 Inc., a Delaware corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the
“Company”), promises to pay interest on the principal amount of this Note at the rate per annum shown above. 
  
 The Company shall pay interest semiannually on July 1 and January 1 of each year. Interest on the Notes shall accrue from the most recent date to which
interest has been paid on the Notes or, if no interest has been paid, from July 1, 2004. The Company shall pay interest on overdue principal or premium, if any (plus interest on such interest to the extent lawful), at the rate borne by the Notes to
the extent lawful. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. 
  

	2.	Method of Payment 

  
 By no later than 10:00 a.m. (New York City time) on the date on which any principal of or interest on any Note is due and payable, the Company shall
irrevocably deposit with the Trustee or the Paying Agent money sufficient to pay such principal, premium, if any, and/or interest. The Company shall pay interest (except Defaulted Interest) to the Persons who are registered Holders of Notes at the
close of business on the June 15 and December 15 next preceding the interest payment date even if Notes are cancelled or repurchased after the record date and on or before the interest payment date. Holders must surrender Notes to a Paying Agent to
collect principal payments. The Company shall pay principal and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts. Payments in respect of Notes represented by a Global Note
(including principal, premium, if any, and interest) shall be made by the transfer of immediately available funds to the accounts specified by the Depositary. The Company shall make all payments in respect of a Definitive Note (including principal,
premium, if any, and interest) by mailing a check to the registered address of each Holder thereof as such address shall appear on the Note Register; provided, however, that payments on the Notes may also be made, in the case of a
Holder of at least $1,000,000 aggregate principal amount of Notes, 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 the Paying Agent to such effect designating such account no later than 15 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, U.S. Bank National Association, the trustee under the Indenture (“Trustee”), shall act as Paying Agent and Registrar. The Company may
appoint and change any Paying Agent, Registrar or co-registrar without notice to any Noteholder. The Company or any Wholly-Owned Subsidiary that is a Domestic Subsidiary may act as Paying Agent, Registrar or co-registrar. 
  

 A-3 









	4.	Indenture 

  
 The Company issued the Notes under an Indenture dated as of July 1, 2004 (as it may be amended or supplemented from time to time in accordance with the
terms thereof, the “Indenture”), among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of
1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect from time to time (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such
terms, and Noteholders are referred to the Indenture and the Act for a statement of those terms. 
  
 The Notes are general unsecured senior obligations of the Company. The aggregate principal amount of Notes which may be authenticated and delivered under
the Indenture is unlimited. This Note is one of the 7 3/8% Senior Notes, Series A, due 2014 referred to in the
Indenture. The Notes include (i) $200,000,000 aggregate principal amount of the Company’s 7 3/8% Senior
Notes, Series A, due 2014 issued under the Indenture on July 1, 2004 (herein called “Initial Notes”), (ii) if and when issued, additional 7 3/8% Senior Notes, Series A, due 2014 or 7 3/8% Senior Notes, Series
B, due 2014 of the Company that may be issued from time to time under the Indenture subsequent to July 1, 2004 (herein called “Additional Notes”) and (iii) if and when issued, the Company’s 7 3/8% Senior Notes, Series B, due 2014 that may be issued from time to time under the Indenture in exchange for Initial
Notes or Additional Notes in an offer registered under the Securities Act as provided in a Registration Rights Agreement. The Initial Notes, Additional Notes and Exchange Notes are treated as a single class of securities under the Indenture. The
Indenture imposes, among other things, certain limitations on the Incurrence of Indebtedness by the Company and its Subsidiaries, the payment of dividends and other distributions on the Capital Stock of the Company and its Subsidiaries, the purchase
or redemption of Capital Stock of the Company and Capital Stock of such Subsidiaries, certain purchases or redemptions of Subordinated Obligations, the sale or transfer of assets and Capital Stock of Subsidiaries, certain Sale/Leaseback Transactions
involving the Company or any Restricted Subsidiary, the incurrence of certain Liens, transactions with Affiliates, mergers and consolidations, payments for consent, the business activities and investments of the Company and its Subsidiaries and the
sale of Capital Stock of Restricted Subsidiaries, provided, however, certain of such limitations shall no longer be in effect if the Company attains an Investment Grade Rating. In addition, the Indenture limits the ability of the
Company and its Subsidiaries to enter into agreements that restrict distributions and dividends from Subsidiaries and requires the Company to make available SEC information to the Holders as well as requiring certain Restricted Subsidiaries to
guarantee the obligations under the Notes and the Indenture. 
  

	5.	Redemption 

  
 Except as described below, the Notes are not redeemable until July 1, 2009. On and after July 1, 2009, the Company may redeem all or, from time to time, a
part of the Notes upon not less than 30 nor more than 60 days’ notice, at the following redemption prices (expressed as a percentage of principal amount) plus accrued and unpaid interest on the Notes, if any, to the applicable 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), if redeemed during the twelve-month period beginning on July 1 of the years indicated below: 
  

				
	 Year

	  	Percentage

	 
	 2009
	  	103.688	%
	 2010
	  	102.458	%
	 2011
	  	101.229	%
	 2012 and thereafter
	  	100.000	%

  

 A-4 








 Prior to July 1, 2007, the Company may on any one or more occasions redeem up to 35% of the original
principal amount of the Notes with the Net Cash Proceeds of one or more Public Equity Offerings at a redemption price of 107.375% of the principal amount thereof, plus accrued and unpaid interest, if any, to 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); provided that: 
  

	 	(1)	at least 65% of the original principal amount of the Notes remains outstanding after each such redemption; and 

  

	 	(2)	the redemption occurs within 60 days after the closing of such Public Equity Offering. 

  
 If the optional redemption date is on or after an interest record date and on or before the related interest payment date,
the accrued and unpaid interest, if any, shall be paid to the Person in whose name the Note is registered at the close of business, on such record date, and no additional interest shall be payable to holders whose Notes shall be subject to
redemption by the Company. 
  
 In the case of any partial
redemption, selection of the Notes for redemption shall be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not listed, then on a pro
rata basis, by lot or by such other method as the Trustee in its sole discretion shall deem to be fair and appropriate, although no Note of $1,000 in original principal amount or less shall be redeemed in part. If any Note is to be redeemed in part
only, the notice of redemption relating to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof shall be issued in the name of the holder thereof
upon cancellation of the original Note. 
  
 In addition, at any
time prior to July 1, 2009, the Company may redeem all or, from time to time, a part of the Notes upon not less than 30 nore more than 60 days prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price
equal to 100% of the principal amount of the Notes to be redemed plus the Applicable Premium plus accrued an unpaid interest, if any, to 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). The notice of redemption shall state the redemption date. 
  
 The Company is not required to make mandatory redemption payments or sinking fund payments with respect to the Notes, other than with respect to the
Special Redemption. The 

  

 A-5 








 
Company may at any time and from time to time purchase Notes through open market purchases, negotiated purchases, tender offers or otherwise. 
  

	6.	Special Mandatory Redemption 

  
 In the event that the Völkl and Marker Acquisitions are not consummated on or prior to August 11, 2004, the Company shall redeem (the “Special
Redemption”) the Notes, in whole but not in part, on or prior to August 13, 2004, at a redemption price (the “Special Redemption Price”) in cash equal to 101.0% of the principal amount of the Notes on the Special Redemption Date plus
accrued and unpaid interest thereon to the Special Redemption Date. The “Special Redemption Date” means the earlier of the date specified by the Company in an Officers’ Certificate delivered in accordance with the Escrow Agreement and
August 13, 2004. The Trustee shall deliver to each Holder a written notice (specifying the information specified in Section 5.5 of the Indenture) of the Special Redemption one Business Day prior to the Special Redemption Date. 
  

	7.	Put Provisions 

  
 Upon the occurrence of a Change of Control, any Holder of Notes shall have the right to require the Company to repurchase all or any part of the Notes of
such Holder 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 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. The Company shall be required to make an Asset Disposition Offer in certain circumstances described in the Indenture. 
  

	8.	Denominations; Transfer; Exchange 

  
 The Notes are in registered form without coupons in denominations of principal amount of $1,000 and whole multiples of $1,000. A Holder may transfer or
exchange Notes in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The
Registrar need not register the transfer of or exchange any Notes for a period beginning 15 days before an interest payment date and ending on such interest payment date. 
  

	9.	Persons Deemed Owners 

  
 The registered Holder of this Note may be treated as the owner of it for all purposes. 
  

	10.	Unclaimed Money 

  
 If money for the payment of the principal of or premium, if any, or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the
money back to the Company at its written request unless an abandoned property law designates another person. After any such payment, Holders entitled to the money must look only to the Company and not to the Trustee for payment. 
  

 A-6 









	11.	Defeasance 

  
 Subject to certain conditions set forth in the Indenture, the Company at any time may terminate some or all of its obligations under the Notes and the
Indenture if the Company deposits with the Trustee money or U.S. Government Obligations for the payment of principal and interest on the Notes to maturity. 
  

	12.	Amendment, Waiver 

  
 Subject to certain exceptions set forth in the Indenture, (i) the Indenture and the Notes may be amended with the written consent of the Holders of at
least a majority in principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and (ii) subject to certain exceptions, any past
default (other than with respect to nonpayment) or noncompliance with any provision may be waived with the written consent of the Holders of a majority in principal amount of the then outstanding Notes (including, without limitation, consents
obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Subject to certain exceptions set forth in the Indenture, without the consent of any Noteholder, the Company, the Subsidiary Guarantors and the Trustee may
amend the Indenture or the Notes to cure any ambiguity, omission, defect or inconsistency, to comply with Article IV or Article X in respect of the assumption by a Successor Company of an obligation of the Company or any Subsidiary
Guarantor under the Indenture, to provide for uncertificated Notes in addition to or in place of certificated Notes, to add Subsidiary Guarantees with respect to the Notes or release a Subsidiary Guarantor upon its designation as an Unrestricted
Subsidiary or in accordance with the Indenture, to secure the Notes, to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not materially adversely affect the legal rights under the
Indenture of any such Holder; to comply with any requirement of the SEC in order to effect or maintain the qualification of the Indenture under the TIA, or to provide for the issuance of the Exchange Notes or to provide for successor trustees.

  

	13.	Defaults and Remedies 

  
 Under the Indenture, Events of Default include (each of which are more specifically described in the Indenture) (i) default for 30 days in payment of
interest when due on the Notes; (ii) default in payment of principal or premium, if any, on the Notes at Stated Maturity, upon required repurchase or upon optional redemption pursuant to paragraph 5 or 6 hereof, upon declaration or otherwise; (iii)
the failure by the Company or any Subsidiary Guarantor to comply with its obligations under Article IV of the Indenture; (iv) failure by the Company to comply for 30 days after written notice with any of their obligations under the covenants
described under Sections 3.2 through 3.14 inclusive of the Indenture (in each case, other than a failure to purchase Notes when required under the Indenture, which failure shall constitute an Event of Default under clause (ii) above); (v) the
failure by the Company to comply for 60 days after written notice with their other agreements contained in the Indenture or under the Notes (other than those referred to in (i), (ii), (iii) or (iv) above); (vi) default under any mortgage, indenture
or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its


  

 A-7 








 
Restricted Subsidiaries or is recourse to the Company or its Restricted Subsidiaries, by contract or operation of law), other than Indebtedness owed to the
Company or a Restricted Subsidiary, whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, which default (a) is caused by a failure to pay at the final Stated Maturity the stated principal amount on such
Indebtedness prior to the expiration of the grace period provided in such Indebtedness (“payment default”) or (b) results in the acceleration of such Indebtedness prior to its final maturity (the “cross acceleration
provision”) and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a payment default or the maturity of which has been so accelerated,
aggregates $10.0 million or more; (vii) certain events of bankruptcy, insolvency or reorganization of the Company or a Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial
statements for the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law (the “bankruptcy provisions”); (viii) failure by the Company or any
Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary to pay final
judgments aggregating in excess of $10.0 million (net of any amounts that a reputable and creditworthy insurance company has acknowledged liability for in writing), which judgments are not paid, discharged, waived or stayed for a period of 60 days
(the “judgment default provision”); or (ix) any Subsidiary Guarantee ceases to be in full force and effect (except as contemplated by the terms of the Indenture) or is declared null and void in a judicial proceeding or any
Subsidiary Guarantor denies or disaffirms its obligations under the Indenture or its Subsidiary Guarantee. However, a default under clauses (iv) and (v) will not constitute an Event of Default until the Trustee or the Holders of at least 25% in
principal amount of the outstanding Notes notify the Company of the default and the Company does not cure such default within the time specified in clauses (iv) and (v) hereof after receipt of such notice. 
  
 If an Event of Default (other than an Event of Default described in (vii)
hereof) occurs and is continuing, the Trustee by notice to the Company or the Holders of at least 25% in principal amount of the outstanding Notes may declare all the Notes to be due and payable immediately. If an Event of Default described in (vii)
hereof occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders.

  
 Noteholders may not enforce the Indenture or the Notes except
as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Notes may direct the
Trustee in its exercise of any trust or power. The Trustee may withhold from Noteholders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that
withholding notice is in their interest. 
  

 A-8 









	14.	Trustee Dealings with the Company 

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

	15.	No Recourse Against Others 

  
 A director, officer, employee or stockholder, as such, of the Company shall not have any liability for any obligations of the Company under the Notes or
the Indenture or the Subsidiary Guarantee or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Note, each Noteholder waives and releases all such liability. The waiver and release are part of
the consideration for the issue of the Notes. 
  

	16.	Authentication 

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

	17.	Abbreviations 

  
 Customary abbreviations may be used in the name of a Noteholder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entirety),
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). 
  

	18.	CUSIP Numbers 

  
 Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures the Company has caused CUSIP numbers to be printed
on the Notes. No representation is made as to the accuracy of such numbers as printed on the Notes and reliance may be placed only on the other identification numbers placed thereon. 
  

	19.	Governing Law 

  
 This Note shall be governed by, and construed in accordance with, the laws of the State of New York. 
  
 The Company shall furnish to any Noteholder upon written request and without
charge to the Noteholder a copy of the Indenture, which has in it the text of this Note in larger type. Requests may be made to: 
  
 K2 Inc. 
 2051 Palomar Airport Road

 Carlsbad, CA 92009 
 Attention:
General Counsel 
 Facsimile No.: (760) 494-1099 
  

 A-9 








 ASSIGNMENT FORM 
  

To assign this Note, fill in the form below: 
  
 I or we assign and transfer this Note 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 Note on the books of the Company. The agent may substitute another to act for him. 
  
                                       
                                        
                                        
                                        
                                        
                                        
                    
  

									
					
	 Date:
	 	 	 	 	 	 Your Signature:
	 	 


									
					
	 Signature Guarantee:
	 	 	 	 	 	 	 	 
	 	 	(Signature must be guaranteed)	 	 	 	 	 	 

  
                                       
                                        
                                        
                                        
                                        
                                        
                    
 Sign exactly as your name appears on
the other side of this Note. 
  
 The signature(s) should be guaranteed by an
eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to S.E.C. Rule 17Ad-15. 
  
 In connection with any transfer or exchange of any of the Notes evidenced by
this certificate occurring prior to the date that is two years after the later of the date of original issuance of such Notes and the last date, if any, on which such Notes were owned by the Company or any Affiliate of the Company, the undersigned
confirms that such Notes are being: 
  
 CHECK ONE
BOX BELOW: 
  

					
	1	  	 ̈	  	acquired for the undersigned’s own account, without transfer; or
			
	2	  	 ̈	  	transferred to the Company; or
			
	3	  	 ̈	  	transferred pursuant to and in compliance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”); or
			
	4	  	 ̈	  	transferred pursuant to an effective registration statement under the Securities Act; or
			
	5	  	 ̈	  	transferred pursuant to and in compliance with Regulation S under the Securities Act; or

  

 A-10 









					
			
	6	  	 ̈	  	transferred to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act), that has furnished to the Trustee a signed letter
containing certain representations and agreements (the form of which letter appears as Section 2.7 of the Indenture); or
			
	7	  	 ̈	  	transferred pursuant to another available exemption from the registration requirements of the Securities Act of 1933.

  
 Unless one of the boxes is checked,
the Trustee shall refuse to register any of the Notes 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 Trustee or the Company may
require, prior to registering any such transfer of the Notes, in their sole discretion, such legal opinions, certifications and other information as the Trustee or the Company may reasonably request 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, such as the exemption provided by Rule 144 under such Act. 
  

					
	 	 	 	 	 
	 	 	 	 	 Signature

	 Signature Guarantee:
	 	 	 	 
			
	  	 	 	 	  
	 (Signature must be guaranteed)
	 	 	 	 Signature


  
 The signature(s) should be guaranteed
by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to S.E.C. Rule 17Ad-15. 
  
 TO BE COMPLETED BY PURCHASER IF (1) OR (3) ABOVE IS CHECKED.

  
 The undersigned represents and warrants that it is purchasing
this Note 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, as
amended, 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 Company 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-11 








 [TO BE ATTACHED TO GLOBAL NOTES] 
  
 SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE 
  
 The following increases or decreases in this Global Note have been made: 
  

									
	 Date of
Exchange

	  	 Amount of
decrease in
Principal Amount
of this Global
Note

	  	 Amount of
increase in
Principal Amount
of this Global
Note

	  	 Principal Amount
of this Global
Note following
such decrease
or increase

	  	 Signature of
authorized
signatory of
Trustee or Notes
Custodian



  

 A-12 








 OPTION OF HOLDER TO ELECT PURCHASE 
  
 If you want to elect to have this Note purchased by the Company pursuant to Section 3.8 or 3.10 of the
Indenture, check the box: 
  
 If you want to elect to have only
part of this Note purchased by the Company pursuant to Section 3.8 or 3.10 of the Indenture, state the amount in principal amount (must be integral multiple of $1,000): $ 
  

									
					
	 Date:
	 	 	 	 	 	 Your Signature:
	 	 
	 	 	 	 	 	 	 (Sign exactly as your name appears on the other side of the Note)



									
				
	 Signature Guarantee:
	 	 	 	 	 	 
	 	 	 (Signature must be guaranteed)
	 	 	 	 

  
 The signature(s) should be guaranteed
by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to S.E.C. Rule 17Ad-15. 
  

 A-13 








  
 EXHIBIT B 
  
 [FORM OF FACE OF SERIES B NOTE] 
  
 [Depositary Legend, if applicable] 
  

 B-1 









			
	 No. [            ]
	  	Principal Amount
$[                                ]
	 	  	as revised by the Schedule of Increases
	 	  	and Decreases in the Global Note attached hereto
		
	 	  	CUSIP NO.                     

  
 K2 INC. 
  
 7 3/8% Senior Notes, Series B, due 2014 
  
 K2 Inc., a Delaware corporation, promises to pay to
[                        ], or registered assigns, the principal sum of
[                        ] Dollars, as revised by the Schedule of Increases and Decreases in the Global Note attached
hereto, on             , 2014. 
  
 Interest Payment Dates: July 1 and January 1. 
  
 Record Dates: June 15 and December 15. 
  
 Additional provisions of this Note are set forth on the other side of this Note. 
  

			
	K2 INC.
		
	By:	 	 
		
	By:	 	 


  

			
	 TRUSTEE’S CERTIFICATE OF
AUTHENTICATION

	
	 Dated:

	
	 U.S. BANK NATIONAL ASSOCIATION

	
	 as Trustee, certifies
 that this is one
of
 the Notes referred
 to in the Indenture.

		
	By:	 	 
	 	 	 Authorized Signatory


  

 B-2 








 [FORM OF REVERSE SIDE OF SERIES B NOTE] 
  
 7 3/8% Senior Note, Series B, due 2014 
  

	1.	Interest 

  
 K2 Inc., a Delaware corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the
“Company”), promises to pay interest on the principal amount of this Note at the rate per annum shown above. 
  
 The Company shall pay interest semiannually on July 1 and January 1 of each year. Interest on the Notes shall accrue from the most recent date to which
interest has been paid on the Notes or, if no interest has been paid, from July 1, 2004. The Company shall pay interest on overdue principal or premium, if any (plus interest on such interest to the extent lawful), at the rate borne by the Notes to
the extent lawful. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. 
  

	2.	Method of Payment 

  
 By no later than 10:00 a.m. (New York City time) on the date on which any principal of or interest on any Note is due and payable, the Company shall
irrevocably deposit with the Trustee or the Paying Agent money sufficient to pay such principal, premium, if any, and/or interest. The Company shall pay interest (except Defaulted Interest) to the Persons who are registered Holders of Notes at the
close of business on the June 15 and December 15 next preceding the interest payment date even if Notes are cancelled or repurchased after the record date and on or before the interest payment date. Holders must surrender Notes to a Paying Agent to
collect principal payments. The Company shall pay principal and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts. Payments in respect of Notes represented by a Global Note
(including principal, premium, if any, and interest) shall be made by the transfer of immediately available funds to the accounts specified by the Depositary. The Company shall make all payments in respect of a Definitive Note (including principal,
premium, if any, and interest) by mailing a check to the registered address of each Holder thereof as such address shall appear on the Note Register; provided, however, that payments on the Notes may also be made, in the case of a
Holder of at least $1,000,000 aggregate principal amount of Notes, 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 the Paying Agent to such effect designating such account no later than 15 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, U.S. Bank National Association, the trustee under the Indenture (“Trustee”), shall act as Paying Agent and Registrar. The Company may
appoint and change any Paying Agent, Registrar or co-registrar without notice to any Noteholder. The Company or any Wholly-Owned Subsidiary that is a Domestic Subsidiary may act as Paying Agent, Registrar or co-registrar. 
  

 B-3 









	4.	Indenture 

  
 The Company issued the Notes under an Indenture dated as of July 1, 2004 (as it may be amended or supplemented from time to time in accordance with the
terms thereof, the “Indenture”), among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of
1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect from time to time (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such
terms, and Noteholders are referred to the Indenture and the Act for a statement of those terms. 
  
 The Notes are general unsecured senior obligations of the Company. The aggregate principal amount of Notes which may be authenticated and delivered under
the Indenture is unlimited. This Note is one of the 7 3/8% Senior Notes, Series A, due 2014 referred to in the
Indenture. The Notes include (i) $200,000,000 aggregate principal amount of the Company’s 7 3/8% Senior
Notes, Series A, due 2014 issued under the Indenture on July 1, 2004 (herein called “Initial Notes”), (ii) if and when issued, additional 7 3/8% Senior Notes, Series A, due 2014 or 7 3/8% Senior Notes, Series
B, due 2014 of the Company that may be issued from time to time under the Indenture subsequent to July 1, 2004 (herein called “Additional Notes”) and (iii) if and when issued, the Company’s 7 3/8% Senior Notes, Series B, due 2014 that may be issued from time to time under the Indenture in exchange for Initial
Notes or Additional Notes in an offer registered under the Securities Act as provided in a Registration Rights Agreement. The Initial Notes, Additional Notes and Exchange Notes are treated as a single class of securities under the Indenture. The
Indenture imposes, among other things, certain limitations on the Incurrence of Indebtedness by the Company and its Subsidiaries, the payment of dividends and other distributions on the Capital Stock of the Company and its Subsidiaries, the purchase
or redemption of Capital Stock of the Company and Capital Stock of such Subsidiaries, certain purchases or redemptions of Subordinated Obligations, the sale or transfer of assets and Capital Stock of Subsidiaries, certain Sale/Leaseback Transactions
involving the Company or any Restricted Subsidiary, the incurrence of certain Liens, transactions with Affiliates, mergers and consolidations, payments for consent, the business activities and investments of the Company and its Subsidiaries and the
sale of Capital Stock of Restricted Subsidiaries, provided, however, certain of such limitations shall no longer be in effect if the Company attains an Investment Grade Rating. In addition, the Indenture limits the ability of the
Company and its Subsidiaries to enter into agreements that restrict distributions and dividends from Subsidiaries and requires the Company to make available SEC information to the Holders as well as requiring certain Restricted Subsidiaries to
guarantee the obligations under the Notes and the Indenture. 
  

	5.	Redemption 

  
 Except as described below, the Notes are not redeemable until July 1, 2009. On and after July 1, 2009, the Company may redeem all or, from time to time, a
part of the Notes upon not less than 30 nor more than 60 days’ notice, at the following redemption prices (expressed as a percentage of principal amount) plus accrued and unpaid interest on the Notes, if any, to the applicable 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), if redeemed during the twelve-month period beginning on July 1 of the years indicated below: 
  

				
	 Year

	  	Percentage

	 
	 2009
	  	103.688	%
	 2010
	  	102.458	%
	 2011
	  	101.229	%
	 2012 and thereafter
	  	100.000	%

  

 B-4 








 Prior to July 1, 2007, the Company may on any one or more occasions redeem up to 35% of the original
principal amount of the Notes with the Net Cash Proceeds of one or more Public Equity Offerings at a redemption price of 107.375% of the principal amount thereof, plus accrued and unpaid interest, if any, to 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); provided that: 
  

	 	(1)	at least 65% of the original principal amount of the Notes remains outstanding after each such redemption; and 

  

	 	(2)	the redemption occurs within 60 days after the closing of such Public Equity Offering. 

  
 If the optional redemption date is on or after an interest record date and on or before the related interest payment date,
the accrued and unpaid interest, if any, shall be paid to the Person in whose name the Note is registered at the close of business, on such record date, and no additional interest shall be payable to holders whose Notes shall be subject to
redemption by the Company. 
  
 In the case of any partial
redemption, selection of the Notes for redemption shall be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not listed, then on a pro
rata basis, by lot or by such other method as the Trustee in its sole discretion shall deem to be fair and appropriate, although no Note of $1,000 in original principal amount or less shall be redeemed in part. If any Note is to be redeemed in part
only, the notice of redemption relating to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof shall be issued in the name of the holder thereof
upon cancellation of the original Note. 
  
 In addition, at any
time prior to July 1, 2009, the Company may redeem all or, from time to time, a part of the Notes upon not less than 30 nore more than 60 days prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price
equal to 100% of the principal amount of the Notes to be redemed plus the Applicable Premium plus accrued an unpaid interest, if any, to 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). The notice of redemption shall state the redemption date. 
  
 The Company is not required to make mandatory redemption payments or sinking fund payments with respect to the Notes, other than with respect to the
Special Redemption. The 

  

 B-5 








 
Company may at any time and from time to time purchase Notes through open market purchases, negotiated purchases, tender offers or otherwise. 
  

	6.	Special Mandatory Redemption 

  
 In the event that the Völkl and Marker Acquisitions are not consummated on or prior to August 11, 2004, the Company shall redeem (the “Special
Redemption”) the Notes, in whole but not in part, on or prior to August 13, 2004, at a redemption price (the “Special Redemption Price”) in cash equal to 101.0% of the principal amount of the Notes on the Special Redemption Date plus
accrued and unpaid interest thereon to the Special Redemption Date. The “Special Redemption Date” means the earlier of the date specified by the Company in an Officers’ Certificate delivered in accordance with the Escrow Agreement and
August 13, 2004. The Trustee shall deliver to each Holder a written notice (specifying the information specified in Section 5.5 of the Indenture) of the Special Redemption one Business Day prior to the Special Redemption Date. 
  

	7.	Put Provisions 

  
 Upon the occurrence of a Change of Control, any Holder of Notes shall have the right to require the Company to repurchase all or any part of the Notes of
such Holder 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 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. The Company shall be required to make an Asset Disposition Offer in certain circumstances described in the Indenture. 
  

	8.	Denominations; Transfer; Exchange 

  
 The Notes are in registered form without coupons in denominations of principal amount of $1,000 and whole multiples of $1,000. A Holder may transfer or
exchange Notes in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The
Registrar need not register the transfer of or exchange any Notes for a period beginning 15 days before an interest payment date and ending on such interest payment date. 
  

	9.	Persons Deemed Owners 

  
 The registered Holder of this Note may be treated as the owner of it for all purposes. 
  

	10.	Unclaimed Money 

  
 If money for the payment of the principal of or premium, if any, or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the
money back to the Company at its written request unless an abandoned property law designates another person. After any such payment, Holders entitled to the money must look only to the Company and not to the Trustee for payment. 
  

 B-6 









	11.	Defeasance 

  
 Subject to certain conditions set forth in the Indenture, the Company at any time may terminate some or all of its obligations under the Notes and the
Indenture if the Company deposits with the Trustee money or U.S. Government Obligations for the payment of principal and interest on the Notes to maturity. 
  

	12.	Amendment, Waiver 

  
 Subject to certain exceptions set forth in the Indenture, (i) the Indenture and the Notes may be amended with the written consent of the Holders of at
least a majority in principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and (ii) subject to certain exceptions, any past
default (other than with respect to nonpayment) or noncompliance with any provision may be waived with the written consent of the Holders of a majority in principal amount of the then outstanding Notes (including, without limitation, consents
obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Subject to certain exceptions set forth in the Indenture, without the consent of any Noteholder, the Company, the Subsidiary Guarantors and the Trustee may
amend the Indenture or the Notes to cure any ambiguity, omission, defect or inconsistency, to comply with Article IV or Article X in respect of the assumption by a Successor Company of an obligation of the Company or any Subsidiary
Guarantor under the Indenture, to provide for uncertificated Notes in addition to or in place of certificated Notes, to add Subsidiary Guarantees with respect to the Notes or release a Subsidiary Guarantor upon its designation as an Unrestricted
Subsidiary or in accordance with the Indenture, to secure the Notes, to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not materially adversely affect the legal rights under the
Indenture of any such Holder; to comply with any requirement of the SEC in order to effect or maintain the qualification of the Indenture under the TIA, or to provide for the issuance of the Exchange Notes or to provide for successor trustees.

  

	13.	Defaults and Remedies 

  
 Under the Indenture, Events of Default include (each of which are more specifically described in the Indenture) (i) default for 30 days in payment of
interest when due on the Notes; (ii) default in payment of principal or premium, if any, on the Notes at Stated Maturity, upon required repurchase or upon optional redemption pursuant to paragraph 5 or 6 hereof, upon declaration or otherwise; (iii)
the failure by the Company or any Subsidiary Guarantor to comply with its obligations under Article IV of the Indenture; (iv) failure by the Company to comply for 30 days after written notice with any of their obligations under the covenants
described under Sections 3.2 through 3.14 inclusive of the Indenture (in each case, other than a failure to purchase Notes when required under the Indenture, which failure shall constitute an Event of Default under clause (ii) above); (v) the
failure by the Company to comply for 60 days after written notice with their other agreements contained in the Indenture or under the Notes (other than those referred to in (i), (ii), (iii) or (iv) above); (vi) default under any mortgage, indenture
or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its


  

 B-7 








 
Restricted Subsidiaries or is recourse to the Company or its Restricted Subsidiaries, by contract or operation of law), other than Indebtedness owed to the
Company or a Restricted Subsidiary, whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, which default (a) is caused by a failure to pay at the final Stated Maturity the stated principal amount on such
Indebtedness prior to the expiration of the grace period provided in such Indebtedness (“payment default”) or (b) results in the acceleration of such Indebtedness prior to its final maturity (the “cross acceleration
provision”) and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a payment default or the maturity of which has been so accelerated,
aggregates $10.0 million or more; (vii) certain events of bankruptcy, insolvency or reorganization of the Company or a Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial
statements for the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law (the “bankruptcy provisions”); (viii) failure by the Company or any
Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary to pay final
judgments aggregating in excess of $10.0 million (net of any amounts that a reputable and creditworthy insurance company has acknowledged liability for in writing), which judgments are not paid, discharged, waived or stayed for a period of 60 days
(the “judgment default provision”); or (ix) any Subsidiary Guarantee ceases to be in full force and effect (except as contemplated by the terms of the Indenture) or is declared null and void in a judicial proceeding or any
Subsidiary Guarantor denies or disaffirms its obligations under the Indenture or its Subsidiary Guarantee. However, a default under clauses (iv) and (v) will not constitute an Event of Default until the Trustee or the Holders of at least 25% in
principal amount of the outstanding Notes notify the Company of the default and the Company does not cure such default within the time specified in clauses (iv) and (v) hereof after receipt of such notice. 
  
 If an Event of Default (other than an Event of Default described in (vii)
hereof) occurs and is continuing, the Trustee by notice to the Company or the Holders of at least 25% in principal amount of the outstanding Notes may declare all the Notes to be due and payable immediately. If an Event of Default described in (vii)
hereof occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders.

  
 Noteholders may not enforce the Indenture or the Notes except
as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Notes may direct the
Trustee in its exercise of any trust or power. The Trustee may withhold from Noteholders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that
withholding notice is in their interest. 
  

 B-8 









	14.	Trustee Dealings with the Company 

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

	15.	No Recourse Against Others 

  
 A director, officer, employee or stockholder, as such, of the Company shall not have any liability for any obligations of the Company under the Notes or
the Indenture or the Subsidiary Guarantee or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Note, each Noteholder waives and releases all such liability. The waiver and release are part of
the consideration for the issue of the Notes. 
  

	16.	Authentication 

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

	17.	Abbreviations 

  
 Customary abbreviations may be used in the name of a Noteholder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entirety),
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). 
  

	18.	CUSIP Numbers 

  
 Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures the Company has caused CUSIP numbers to be printed
on the Notes. No representation is made as to the accuracy of such numbers as printed on the Notes and reliance may be placed only on the other identification numbers placed thereon. 
  

	19.	Governing Law 

  
 This Note shall be governed by, and construed in accordance with, the laws of the State of New York. 
  
 The Company shall furnish to any Noteholder upon written request and without
charge to the Noteholder a copy of the Indenture, which has in it the text of this Note in larger type. Requests may be made to: 
  
 K2 Inc. 
 2051 Palomar Airport Road

 Carlsbad, CA 92009 
 Attention:
General Counsel 
 Facsimile No.: (760) 494-1099 
  

 B-9 








  
 ASSIGNMENT FORM 

 
 To assign this Note, fill in the form below: 
  
 I or we assign and transfer this Note 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 Note on the books of the Company. The agent may substitute another to act for him. 
  
                                       
                                        
                                        
                                        
                                        
                                        
                    
  

									
					
	 Date:
	 	 	 	 	 	 Your Signature
	 	 
	 	 	 	 	 	 	 	 	 

  

			
		
	 Signature Guarantee:
	 	 
	 	 	(Signature must be guaranteed)

  
                                       
                                        
                                        
                                        
                                        
                                        
                    
 Sign exactly as your name appears on
the other side of this Note. 
  
 The signature(s) should be guaranteed by an
eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to S.E.C. Rule 17Ad-15. 
  

 B-10 








  
 [TO BE ATTACHED TO GLOBAL
NOTES] 
  
 SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE

  
 The following increases or decreases in this Global Note have
been made: 
  

									
	 Date of Exchange

	 	 Amount of decrease in
Principal Amount of this
Global Note

	 	 Amount of increase in
Principal Amount of this
Global Note

	  	Principal Amount of this
Global Note following
such decrease or increase

	  	Signature of authorized
signatory of Trustee or
Notes Custodian



  

 B-11 








  
 OPTION OF HOLDER TO ELECT
PURCHASE 
  
 If you want to elect to have this Note purchased by
the Company pursuant to Section 3.8 or 3.10 of the Indenture, check the box: 
  
  ̈ 
  
 If you want to elect to have only part of this Note purchased by the Company pursuant to Section 3.8 or 3.10 of the Indenture, state the
amount in principal amount (must be integral multiple of $1,000): $ 
  

									
					
	 Date:
	 	 	 	 	 	Your Signature:	 	 
	 	 	 	 	 	 	(Sign exactly as your name appears on the other side of the Note)

  

			
		
	Signature Guarantee:	 	 
	 	 	(Signature must be guaranteed)

  
 The signature(s) should be guaranteed
by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to S.E.C. Rule 17Ad-15. 
  

 B-12 








  
 EXHIBIT C 
  
 FORM OF NOTATION OF GUARANTEE 
  
 For value received, each Subsidiary Guarantor (which term includes any
successor Person under the Indenture) has, jointly and severally, unconditionally guaranteed, to the extent set forth in the Indenture and subject to the provisions in the Indenture dated as of July 1, 2004 (the “Indenture”) among
K2 Inc., the Subsidiary Guarantors listed on the signature pages thereto and U.S. Bank National Association, as trustee (the “Trustee”), (a) the full and punctual payment when due, whether at maturity, by acceleration, by redemption
or otherwise, of the principal of, premium, if any, and interest on the Notes and all other obligations and liabilities of the Company under the Indenture (including without limitation interest accruing after the filing of any petition in
bankruptcy, or the commencement of any insolvency, reorganization or like proceedings, relating to the Company or any Subsidiary Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding). The
obligations of the Subsidiary Guarantors to the Holders of Notes and to the Trustee pursuant to the Subsidiary Guarantee and the Indenture are expressly set forth in Article X of the Indenture and reference is hereby made to the Indenture for the
precise terms of the Guarantee, which terms are incorporated herein by reference. 
  

			
	 BRASS EAGLE, LLC

	 EX OFFICIO LLC

	 K2 EYEWEAR, LLC

	 WGP, LLC

		
	By:	 	 K2 Inc., its sole Member

		
	By:	 	 
	 	 	 Name:

	 	 	 Title:

	
	 HILTON CORPORATE CASUALS, LLC

	 SHAKESPEARE COMPANY, LLC

	 SHAKESPEARE CONDUCTIVE FIBERS, LLC

	 WORTH, LLC

		
	By:	 	 K2 Inc., its Manager

		
	By:	 	 
	 	 	 Name:

	 	 	 Title:



  










			
	 EARTH PRODUCTS, INC.

	 J. DEBEER & SON, INC.

	 K2 BIKE, INC.

	 K-2 CORPORATION

	 K-2 INTERNATIONAL, INC.

	 K2 LICENSING & PROMOTIONS, INC.

	 K2 MERCHANDISING, INC.

	 K2 SNOWSHOES, INC.

	 KATIN, INC.

	 MORROW SNOWBOARDS, INC.

	 RAWLINGS SPORTING GOODS COMPANY

	 RIDE, INC.

	 RIDE SNOWBOARD COMPANY

	 SHAKESPEARE INDUSTRIES, INC.

	 SITCA CORPORATION

	 SMCA, INC.

	 STEARNS INC.

	 WORTH ACCESSORIES, INC.

	 WORTH BAT COMPANY, INC.

		
	By:	 	 
	 	 	 Name:

	 	 	 Title:



  

 D-2 









			
	 BRASS EAGLE CHALLENGE PARK, INC.

		
	By:	 	 
	 	 	 Name:

	 	 	 Title:

	
	 BRASS EAGLE MISSISSIPPI LLC

		
	By:	 	 
	 	 	 Name:

	 	 	 Title:

	
	 JT PROTECTIVE GEAR LLC

		
	By:	 	 
	 	 	 Name:

	 	 	 Title:

	
	 JT USA LLC

		
	By:	 	 
	 	 	 Name:

	 	 	 Title:



  

 D-3 









			
	 SATV, LLC

		
	By:	 	 Stearns Inc., as sole Member

		
	By:	 	 
	 	 	 Name:

	 	 	 Title:

	
	 SHAKESPEARE ALL STAR ACQUISITION LLC

		
	By:	 	 Shakespeare Company, LLC, as sole Member

		
	By:	 	 K2 Inc., its Manager

		
	By:	 	 
	 	 	 Name:

	 	 	 Title:



  

 D-4 








  
 EXHIBIT D 
  
 FORM OF INDENTURE SUPPLEMENT TO ADD SUBSIDIARY GUARANTORS TO

 GUARANTEE NOTES 
  
 This Supplemental Indenture and Subsidiary Guarantee, dated as of
[                     ], 20     (this “Supplemental Indenture” or
“Guarantee”), among [name of future Subsidiary Guarantor] (the “Subsidiary Guarantor”), K2 Inc. (together with its successors and assigns, the “Company”), and each other then existing
Subsidiary Guarantor under the Indenture referred to below, and U.S. Bank National Association, as Trustee under the Indenture referred to below. 
  
 W I T N E S S E T H: 
  
 WHEREAS, the Company, the Subsidiary Guarantors and the Trustee have heretofore executed and delivered an Indenture, dated as of July 1, 2004 (as amended,
supplemented, waived or otherwise modified, the “Indenture”), providing for the issuance of an unlimited aggregate principal amount of 7 3/8% Senior Notes due 2014 of the Company (the “Notes”); 
  
 WHEREAS, Section 3.11 of the Indenture provides that the Company is required to case each Domestic Subsidiary created or acquired by the Company or
one or more of its Restricted Subsidiaries that guarantees the payment of any Indebtedness of the Company or any other Restricted Subsidiary or otherwise becomes an obligor, including as a co-borrower, under a Credit Facility to execute and deliver
to the Trustee a Subsidiary Guarantee pursuant to which such Subsidiary Guarantor shall unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any and interest on the Notes on a senior
basis; and 
  
 WHEREAS, pursuant to Section 10.1 of the
Indenture, the Trustee and the Company are authorized to execute and deliver this Supplemental Indenture to amend the Indenture, without the consent of any Noteholder; 
  
 NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is
hereby acknowledged, the Subsidiary Guarantor, the Company and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 
  
 ARTICLE I 
  
 Definitions 
  
 SECTION 1.1 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 Guarantee shall refer to the term “Holders” as defined in the Indenture and the Trustee acting on behalf or for the benefit of such Holders. The words
“herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental 

  

 D-5 








 
Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof. 
  
 ARTICLE II 
  
 Agreement to be Bound; Guarantee 
  
 SECTION 2.1 Agreement to be Bound. The Subsidiary Guarantor hereby becomes a party to the Indenture as a Subsidiary
Guarantor and as such shall have all of the rights and be subject to all of the obligations and agreements of a Subsidiary Guarantor under the Indenture. The Subsidiary Guarantor agrees to be bound by all of the provisions of the Indenture
applicable to a Subsidiary Guarantor and to perform all of the obligations and agreements of a Subsidiary Guarantor under the Indenture. 
  
 SECTION 2.2 Guarantee. The Subsidiary Guarantor hereby fully, unconditionally and irrevocably guarantees, as primary obligor and not merely as a
surety, jointly and severally with each other Subsidiary Guarantor, to each Holder of the Notes and the Trustee, the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the Obligations pursuant to
Article X of the Indenture. 
  
 ARTICLE III 
  
 Miscellaneous 
  
 SECTION 3.1 Notices. All notices and other communications to the
Subsidiary Guarantor shall be given as provided in the Indenture to the Subsidiary Guarantor, at its address set forth below, with a copy to the Company as provided in the Indenture for notices to the Company. 
  
 SECTION 3.2 Parties. Nothing expressed or mentioned herein is intended
or shall be construed to give any Person, firm or corporation, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture or the Indenture or any provision herein or
therein contained. 
  
 SECTION 3.3 Governing Law. This
Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York. 
  
 SECTION 3.4 Severability Clause. In case any provision in this Supplemental 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. 
  
 SECTION 3.5 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 

  

 D-6 








 
Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. The Trustee makes no representation or warranty as to the validity
or sufficiency of this Supplemental Indenture. 
  
 SECTION 3.6
Counterparts. The parties hereto may sign one or more copies of this Supplemental Indenture in counterparts, all of which together shall constitute one and the same agreement. 
  
 SECTION 3.7 Headings. The headings of the Articles and the sections in this Guarantee are for convenience of
reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof. 
  

 D-7 








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

			
	 [SUBSIDIARY GUARANTOR],

	 as a Subsidiary Guarantor

		
	By:	 	 
	 	 	 Name:

	 	 	 Title:

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

	 	 	 Title:

	
	 K2 INC.

		
	By:	 	 
	 	 	 Name:

	 	 	 Title:

	
	 [INSERT OTHER SUBSIDIARY GUARANTORS]

		
	By	 	 
	 	 	 Name:

	 	 	 Title



  

 D-8