EX-4.1



 Exhibit 4.1 

EXECUTION VERSION 
  

 
 BMC STOCK
HOLDINGS, INC., 
 as Parent Guarantor 

BMC EAST, LLC, 
 as Issuer 

the GUARANTORS party hereto from time to time 

AND 
 WILMINGTON TRUST, NATIONAL
ASSOCIATION, 
 as Trustee and Notes Collateral Agent 

5.50% Senior Secured Notes due 2024 
  

 
 INDENTURE 

Dated as of September 15, 2016 
  

 








							
		  	Table of Contents	  			
			
		  	ARTICLE I	  			
			
		  	DEFINITIONS AND INCORPORATION BY REFERENCE	  			
			
	SECTION 1.1.	  	Definitions	  	 	1	 
	 SECTION 1.2.
	  	Other Definitions	  	 	43	  
	 SECTION 1.3.
	  	Rules of Construction	  	 	45	  
			
		  	ARTICLE II	  			
			
		  	THE NOTES	  			
			
	SECTION 2.1.	  	Form, Dating and Terms	  	 	46	  
	SECTION 2.2.	  	Execution and Authentication	  	 	51	  
	SECTION 2.3.	  	Registrar and Paying Agent	  	 	52	  
	SECTION 2.4.	  	Paying Agent to Hold Money in Trust	  	 	52	  
	SECTION 2.5.	  	Holder Lists	  	 	52	  
	SECTION 2.6.	  	Transfer and Exchange.	  	 	52	  
	SECTION 2.7.	  	Form of Certificate to be Delivered in Connection with Transfers Pursuant to Regulation S	  	 	56	  
	SECTION 2.8.	  	Mutilated, Destroyed, Lost or Stolen Notes	  	 	57	  
	SECTION 2.9.	  	Outstanding Notes	  	 	57	  
	SECTION 2.10.	  	Temporary Notes	  	 	58	  
	SECTION 2.11.	  	Cancellation	  	 	58	  
	SECTION 2.12.	  	Payment of Interest; Defaulted Interest	  	 	58	  
	SECTION 2.13.	  	CUSIP and ISIN Numbers	  	 	59	  
			
		  	ARTICLE III	  			
			
		  	COVENANTS	  			
			
	 SECTION 3.1.
	  	Payment of Notes	  	 	59	  
	 SECTION 3.2.
	  	Limitation on Indebtedness	  	 	59	  
	 SECTION 3.3.
	  	Limitation on Restricted Payments	  	 	65	  
	 SECTION 3.4.
	  	Limitation on Restrictions on Distributions from Restricted Subsidiaries	  	 	71	  
	 SECTION 3.5.
	  	Limitation on Sales of Assets and Subsidiary Stock	  	 	73	  
	 SECTION 3.6.
	  	Limitation on Liens	  	 	76	  
	 SECTION 3.7.
	  	Limitation on Guarantees	  	 	77	  
	 SECTION 3.8.
	  	Limitation on Affiliate Transactions	  	 	78	  
	 SECTION 3.9.
	  	Change of Control	  	 	80	  
	 SECTION 3.10.
	  	Reports	  	 	82	  
	 SECTION 3.11.
	  	[Reserved]	  	 	85	  
	 SECTION 3.12.
	  	Maintenance of Office or Agency	  	 	85	  
	 SECTION 3.13.
	  	Corporate Existence	  	 	85	  
	 SECTION 3.14.
	  	Payment of Taxes	  	 	85	  
	 SECTION 3.15.
	  	[Reserved]	  	 	85	  
	 SECTION 3.16.
	  	Compliance Certificate	  	 	85	  
	 SECTION 3.17.
	  	Further Instruments and Acts; Information Regarding Collateral; Further Assurances; After-Acquired Property	  	 	86	  
	 SECTION 3.18.
	  	Statement by Officers as to Default	  	 	86	  
	 SECTION 3.19.
	  	Designation of Restricted and Unrestricted Subsidiaries	  	 	86	  
	 SECTION 3.20.
	  	Suspension of Certain Covenants on Achievement of Investment Grade Status	  	 	87	  









							
	 	  	 	  	Page	 
		  	ARTICLE IV	  			
			
		  	SUCCESSOR COMPANY; SUCCESSOR PERSON	  			
			
	 SECTION 4.1.
	  	Merger, Amalgamation and Consolidation	  	 	88	 
			
		  	ARTICLE V	  			
			
		  	REDEMPTION OF SECURITIES	  			
			
	 SECTION 5.1.
	  	Notices to Trustee	  	 	90	 
	 SECTION 5.2.
	  	Selection of Notes to Be Redeemed or Purchased	  	 	90	 
	 SECTION 5.3.
	  	Notice of Redemption	  	 	91	 
	 SECTION 5.4.
	  	[Reserved]	  	 	91	 
	 SECTION 5.5.
	  	Deposit of Redemption or Purchase Price	  	 	92	 
	 SECTION 5.6.
	  	Notes Redeemed or Purchased in Part	  	 	92	 
	 SECTION 5.7.
	  	Optional Redemption	  	 	92	 
	 SECTION 5.8.
	  	Mandatory Redemption	  	 	93	 
			
		  	ARTICLE VI	  			
			
		  	DEFAULTS AND REMEDIES	  			
			
	 SECTION 6.1.
	  	Events of Default	  	 	93	 
	 SECTION 6.2.
	  	Acceleration	  	 	96	 
	 SECTION 6.3.
	  	Other Remedies	  	 	96	 
	 SECTION 6.4.
	  	Waiver of Past Defaults	  	 	96	 
	 SECTION 6.5.
	  	Control by Majority	  	 	97	 
	 SECTION 6.6.
	  	Limitation on Suits	  	 	97	 
	 SECTION 6.7.
	  	Rights of Holders to Receive Payment	  	 	97	 
	 SECTION 6.8.
	  	Collection Suit by Trustee	  	 	98	 
	 SECTION 6.9.
	  	Trustee May File Proofs of Claim	  	 	98	 
	 SECTION 6.10.
	  	Priorities	  	 	98	 
	 SECTION 6.11.
	  	Undertaking for Costs	  	 	98	 
			
		  	ARTICLE VII	  			
			
		  	TRUSTEE	  			
			
	 SECTION 7.1.
	  	Duties of Trustee	  	 	99	 
	 SECTION 7.2.
	  	Rights of Trustee	  	 	100	 
	 SECTION 7.3.
	  	Individual Rights of Trustee	  	 	101	 
	 SECTION 7.4.
	  	Trustee’s Disclaimer	  	 	101	 
	 SECTION 7.5.
	  	Notice of Defaults	  	 	101	 
	 SECTION 7.6.
	  	[Reserved]	  	 	101	 
	 SECTION 7.7.
	  	Compensation and Indemnity	  	 	101	 
	 SECTION 7.8.
	  	Replacement of Trustee	  	 	102	 
	 SECTION 7.9.
	  	Successor Trustee by Merger	  	 	103	 
	 SECTION 7.10.
	  	Eligibility; Disqualification	  	 	103	 
	 SECTION 7.11.
	  	[Reserved]	  	 	103	 
	 SECTION 7.12.
	  	Trustee’s Application for Instruction from the Issuer	  	 	103	 


  
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		  	ARTICLE VIII	  	
			
		  	LEGAL DEFEASANCE AND COVENANT DEFEASANCE	  	
	 	  	 	  	Page
			
	SECTION 8.1.	  	Option to Effect Legal Defeasance or Covenant Defeasance; Defeasance	  	103
	SECTION 8.2.	  	Legal Defeasance and Discharge	  	103
	SECTION 8.3.	  	Covenant Defeasance	  	104
	SECTION 8.4.	  	Conditions to Legal or Covenant Defeasance	  	104
	 SECTION 8.5.
	  	 Deposited Money and U.S. Government Obligations to be Held in Trust; Other Miscellaneous
Provisions
	  	105
	SECTION 8.6.	  	Repayment to the Issuer	  	106
	SECTION 8.7.	  	Reinstatement	  	106
			
		  	ARTICLE IX	  	
			
		  	AMENDMENTS	  	
			
	SECTION 9.1.	  	Without Consent of Holders	  	106
	SECTION 9.2.	  	With Consent of Holders	  	107
	SECTION 9.3.	  	Compliance with this Indenture	  	109
	SECTION 9.4.	  	Revocation and Effect of Consents and Waivers	  	109
	SECTION 9.5.	  	Notation on or Exchange of Notes	  	109
	SECTION 9.6.	  	Trustee to Sign Amendments	  	109
			
		  	ARTICLE X	  	
			
		  	GUARANTEE	  	
			
	SECTION 10.1.	  	Guarantee	  	110
	SECTION 10.2.	  	Limitation on Liability; Termination, Release and Discharge	  	111
	SECTION 10.3.	  	Right of Contribution	  	112
	SECTION 10.4.	  	No Subrogation	  	112
			
		  	ARTICLE XI	  	
			
		  	SATISFACTION AND DISCHARGE	  	
			
	SECTION 11.1.	  	Satisfaction and Discharge	  	112
	SECTION 11.2.	  	Application of Trust Money	  	113
			
		  	ARTICLE XII	  	
			
		  	MISCELLANEOUS	  	
			
	SECTION 12.1.	  	Notices	  	114
	SECTION 12.2.	  	Certificate and Opinion as to Conditions Precedent	  	115
	SECTION 12.3.	  	Statements Required in Certificate or Opinion	  	115
	SECTION 12.4.	  	When Notes Disregarded	  	115
	SECTION 12.5.	  	Rules by Trustee, Paying Agent and Registrar	  	115
	SECTION 12.6.	  	Legal Holidays	  	115
	SECTION 12.7.	  	Governing Law	  	115
	SECTION 12.8.	  	Jurisdiction	  	116
	SECTION 12.9.	  	Waivers of Jury Trial	  	116
	SECTION 12.10.	  	USA PATRIOT Act	  	116
	SECTION 12.11.	  	No Recourse Against Others	  	116
	SECTION 12.12.	  	Successors	  	116
	SECTION 12.13.	  	Multiple Originals	  	116
	SECTION 12.14.	  	Table of Contents; Headings	  	116
	SECTION 12.15.	  	Force Majeure	  	116


  
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	 	  	 	  	Page	 
			
	 SECTION 12.16.
	  	 Severability
	  	 	117	  
			
		  	ARTICLE XIII	  			
			
		  	COLLATERAL	  			
	 SECTION 13.1.
	  	 Security Documents
	  	 	117	  
	 SECTION 13.2.
	  	 Non-Impairment of Liens
	  	 	117	  
	 SECTION 13.3.
	  	 Release of Collateral
	  	 	117	  
	 SECTION 13.4.
	  	 Suits to Protect the Collateral
	  	 	118	  
	 SECTION 13.5.
	  	 Authorization of Receipt of Funds by the Trustee Under the Security Documents
	  	 	119	  
	 SECTION 13.6.
	  	 Purchaser Protected
	  	 	119	  
	 SECTION 13.7.
	  	 Powers Exercisable by Receiver or Trustee
	  	 	119	  
	 SECTION 13.8.
	  	 Release Upon Termination of the Issuer’s Obligations
	  	 	119	  
	 SECTION 13.9.
	  	 Notes Collateral Agent
	  	 	119	  
	 SECTION 13.10.
	  	 Designations
	  	 	127	  
	 SECTION 13.11.
	  	 Limitations on Certain Collateral and Perfection Items
	  	 	127	  


  
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 INDENTURE dated as of September 15, 2016, among BMC STOCK HOLDINGS, INC. (the “Parent
Guarantor”), BMC EAST, LLC (the “Issuer”), the other Guarantors party hereto from time to time and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”) and
collateral agent (the “Notes Collateral Agent”). 

W I T N E S S E T H 

WHEREAS, the Issuer has duly authorized the execution and delivery of this Indenture to provide for the issuance of (i) its 5.50% Senior
Secured Notes due 2024 issued on the date hereof (the “Initial Notes”) and (ii) any additional Notes (“Additional Notes” and, together with the Initial Notes, the “Notes”) that may be issued
after the Issue Date. 
 WHEREAS, the Guarantors have duly authorized the execution and delivery of this Indenture; 

WHEREAS, all things necessary (i) to make the Notes, when executed and duly issued by the Issuer and authenticated and delivered
hereunder, the valid obligations of the Issuer and the Guarantors, and (ii) to make this Indenture a valid agreement of the Issuer and the Guarantors have been done; and 

NOW, THEREFORE, in consideration of the premises and the purchase of the Notes by the Holders thereof, it is mutually covenanted and agreed,
for the equal and proportionate benefit of all Holders, as follows: 
 ARTICLE I 

DEFINITIONS AND INCORPORATION BY REFERENCE 

SECTION 1.1.    Definitions. 

“ABL Administrative Agent” means the administrative agent under the ABL Credit Agreement, which, on the Issue Date, will be
Wells Fargo Capital Finance, LLC. 
 “ABL Collateral” means the portion of the Collateral as to which the Notes and the
Note Guarantees have a second-priority security interest, subject to Permitted Liens, as defined as “ABL Priority Collateral” in the ABL-Notes Intercreditor Agreement.

“ABL Collateral Agent” means the ABL Administrative Agent, in its capacity as collateral agent, or any other Person
designated as collateral agent under the ABL Credit Agreement, which, on the Issue Date, will be Wells Fargo Capital Finance, LLC, or, if the ABL Credit Agreement is no longer outstanding, the “Successor ABL Collateral Agent.” 

“ABL Credit Agreement” means the Second Amended and Restated ABL Credit Agreement, dated as of December 1, 2015, by and among
the Parent Guarantor, the Subsidiaries of the Parent Guarantor party thereto, Wells Fargo Capital Finance, LLC, as administrative and collateral agent and the lenders party thereto from time to time, as amended by Amendment Number One, dated as of
January 28, 2016, as amended by Amendment Number Two on or prior to the Issue Date, and as amended, modified, supplemented, substituted, replaced, restated or refinanced, in whole or in part, from time to time (whether with the original
administrative agent and lenders or other agents and lenders or otherwise and whether provided under the original ABL Credit Agreement or another credit agreement, indenture, instrument, other document or otherwise, unless such credit agreement,
indenture, instrument or document expressly provides that it is not an ABL Credit Agreement). For the avoidance of doubt, an ABL Credit Agreement is not limited to a single agreement, indenture, instrument or other document and multiple agreements,
indentures, instruments or other documents may constitute the ABL Credit Agreement. 
 “ABL Lender” means any lender or
holder or agent or arranger of Indebtedness under the ABL Credit Agreement (or any Credit Facility permitted under this Indenture). 







 “ABL-Notes Intercreditor Agreement” means the Amended and Restated Intercreditor
Agreement, dated as of the Issue Date, by and among, inter alios, the ABL Collateral Agent and the Notes Collateral Agent, and acknowledged by the Issuer and each Guarantor, as amended, modified, supplemented, substituted, replaced or restated, in
whole or in part, from time to time, to which the Notes Collateral Agent shall become a party. 
 “ABL Obligations” means
any obligation to pay any unpaid principal and interest on loans made under the ABL Credit Agreement, any letter of credit reimbursement obligations owing under the ABL Credit Agreement, obligations under any Secured Hedge Agreement, Banking Product
Obligations and all other Obligations of the Parent Guarantor and any guarantor or other co-obligor under the ABL Credit Agreement to any ABL Lender, whether direct or indirect, absolute or contingent, due or to become due, or now existing or
hereafter incurred, which may arise under, out of or in connection with, the ABL Credit Agreement (or any Credit Facility permitted under this Indenture) and the related loan documentation, in each case, whether on account of principal, interest,
guarantee obligations, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, fees and disbursements of counsel of any ABL Lender that are required to be paid by the Issuer or any guarantor or
co-obligor pursuant to the terms of the relevant loan documentation). 
 “Acquired Indebtedness” means with respect to any
Person (x) Indebtedness of any other Person or any of its Subsidiaries existing at the time such other Person becomes a Restricted Subsidiary or merges or amalgamates with or into or consolidates or otherwise combines with the Parent Guarantor or
any Restricted Subsidiary and (y) Indebtedness secured by a Lien encumbering any asset acquired by such Person. Acquired Indebtedness shall be deemed to have been Incurred, with respect to clause (x) of the preceding sentence, on the date such
Person becomes a Restricted Subsidiary or on the date of the relevant merger, amalgamation, consolidation, acquisition or other combination. 

“Acquisition” means the transactions contemplated by the Agreement and Plan of Merger. 

“Acquisition Transaction Expenses” means any fees or expenses incurred or paid by the Parent Guarantor or any Restricted
Subsidiary in connection with the Acquisition Transactions, including, without limitation, any fees, costs and expenses associated with settling any claims or actions arising from a dissenting stockholder exercising its appraisal rights in respect
of the Acquisition. 
 “Acquisition Transactions” means the transactions contemplated by the Agreement and Plan of Merger
and other related transactions, in each case, as described in the offering memorandum related to the offering of the Notes. 

“Additional Assets” means: 

(1)    any property or assets (other than Capital Stock) used or to be used by the Parent Guarantor, a
Restricted Subsidiary or otherwise useful in a Similar Business (it being understood that capital expenditures on property or assets already used in a Similar Business or to replace any property or assets that are the subject of such Asset
Disposition shall be deemed an investment in Additional Assets); 
 (2)    the Capital Stock of a Person
that is engaged in a Similar Business and becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by the Parent Guarantor or a Restricted Subsidiary; or 

(3)    Capital Stock constituting a minority interest in any Person that at such time is a Restricted
Subsidiary. 
 “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. 

  
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 “Agreement and Plan of Merger” means the Agreement and Plan of Merger, dated as
of June 2, 2015, among Stock Building Supply Holdings, Inc. and Building Materials Holding Corporation, Inc., as amended on or prior to December 1, 2015. 

“AHYDO Catch-Up Payment” means payment in respect of an Indebtedness necessary in order to avoid such Indebtedness being
characterized as “applicable high yield discount obligation” within the meaning of Section 163(I) of the Code and only in an amount necessary for this purpose. 

“Alternative Currency” means any currency (other than U.S. dollars) that is a lawful currency (other than U.S. dollars) that
is readily available and freely transferable and convertible into U.S. dollars (as determined in good faith by the Parent Guarantor). 

“Applicable Authorized Representative” has the meaning given to such term in the Pari Passu Intercreditor Agreement. 

“Applicable Premium” means the greater of (A) 1.0% of the principal amount of such Note and (B) on any redemption
date, the excess (to the extent positive) of: 
 (a)    the present value at such redemption date of
(i) the redemption price of such Note at October 1, 2019 (such redemption price (expressed in percentage of principal amount) being set forth in the table under Section 5.7(d) (excluding accrued but unpaid interest, if
any)), plus (ii) all required interest payments due on such Note to and including such date set forth in clause (i) (excluding accrued but unpaid interest, if any), computed upon the redemption date using a discount rate equal to the
Applicable Treasury Rate at such redemption date plus 50 basis points; over 
 (b)    the outstanding
principal amount of such Note; 
 in each case, as calculated by the Issuer or on behalf of the Issuer by such Person as the Issuer shall designate. The
Trustee shall have no duty to calculate or verify the calculations of the Applicable Premium. 
 “Applicable Treasury Rate”
means the yield to maturity at the time of computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) which has become publicly available at
least two Business Days prior to the redemption date (or, if such statistical release is not so published or available, any publicly available source of similar market data selected by the Issuer in good faith)) most nearly equal to the period from
the redemption date to October 1, 2019; provided, however, that if the period from the redemption date to October 1, 2019 is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is
given, the Applicable Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the
period from the redemption date to such applicable date is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used. 

“Asset Disposition” means: 

(a)    the voluntary sale, conveyance, transfer or other disposition, whether in a single transaction or a
series of related transactions, of property or assets (including by way of a Sale and Leaseback Transaction) of the Parent Guarantor or any of its Restricted Subsidiaries (in each case other than Capital Stock of the Parent Guarantor) (each referred
to in this definition as a “disposition”); or 
 (b)    the issuance or sale of Capital Stock
of any Restricted Subsidiary (other than Preferred Stock or Disqualified Stock of Restricted Subsidiaries issued in compliance with [Section 3.2] hereof or directors’ qualifying shares and shares issued to foreign
nationals as required under applicable law), whether in a single transaction or a series of related transactions; 

  
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 in each case, other than: 

(1)    a disposition by the Parent Guarantor or a Restricted Subsidiary to the Parent Guarantor or by the
Parent Guarantor or a Restricted Subsidiary; 
 (2)    a disposition of cash, Cash Equivalents or
Investment Grade Securities; 
 (3)    a disposition of inventory or other assets (including Settlement
Assets) in the ordinary course of business or consistent with past practice or held for sale or no longer used in the ordinary course of business; 

(4)    a disposition of obsolete, worn out, uneconomic, damaged or surplus property, equipment or other
assets or property, equipment or other assets that are no longer economically practical or commercially desirable to maintain or used or useful in the business of the Parent Guarantor and its Restricted Subsidiaries whether now or hereafter owned or
leased or acquired in connection with an acquisition or used or useful in the conduct of the business of the Parent Guarantor and its Restricted Subsidiaries (including by ceasing to enforce, allowing the lapse, abandonment or invalidation of or
discontinuing the use or maintenance of or putting into the public domain any intellectual property that is, in the reasonable judgment of the Parent Guarantor or the Restricted Subsidiaries, no longer used or useful, or economically practicable to
maintain, or in respect of which the Parent Guarantor or any Restricted Subsidiary determines in its reasonable business judgment that such action or inaction is desirable); 

(5)    transactions permitted under Section 4.1 hereof or a transaction that constitutes a Change of
Control; 
 (6)    an issuance of Capital Stock by a Restricted Subsidiary to the Parent Guarantor or to
another Restricted Subsidiary or as part of or pursuant to an equity incentive or compensation plan approved by the Board of Directors; 

(7)    any dispositions of Capital Stock, properties or assets in a single transaction or series of related
transactions with a fair market value (as determined in good faith by the Parent Guarantor) of less than $25.0 million; 

(8)    any Restricted Payment that is permitted to be made, and is made, under Section 3.3 and the
making of any Permitted Payment or Permitted Investment or, solely for purposes of Section 3.5(a)(3), asset sales, the proceeds of which are used to make such Restricted Payments or Permitted Investments; 

(9)    dispositions in connection with Permitted Liens; 

(10)    dispositions of receivables in connection with the compromise, settlement or collection thereof in
the ordinary course of business or consistent with past practice or in bankruptcy or similar proceedings and exclusive of factoring or similar arrangements; 

(11)    conveyances, sales, transfers, licenses or sub-licenses or other dispositions of intellectual
property, software or other general intangibles and licenses, sub-licenses, leases or subleases of other property, in each case, in the ordinary course of business or consistent with past practice or pursuant to a research or development agreement
in which the counterparty to such agreement receives a license in the intellectual property or software that results from such agreement; 

(12)    the lease, assignment, license, sub-lease or sub-license of any real or personal property in the
ordinary course of business; 
 (13)    foreclosure, condemnation or any similar action with respect to
any property or other assets; 
 (14)    the sale or discount (with or without recourse, and on customary
or commercially reasonable terms and for credit management purposes) of accounts receivable or notes receivable arising in the ordinary course of business or consistent with past practice, or the conversion or exchange of accounts receivable for
notes receivable; 

  
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 (15)    any issuance or sale of Capital Stock in, or
Indebtedness or other securities of, an Unrestricted Subsidiary or any other disposition of Capital Stock, Indebtedness or other securities of an Unrestricted Subsidiary or an Immaterial Subsidiary; 

(16)    any disposition of Capital Stock of a Restricted Subsidiary pursuant to an agreement or other
obligation with or to a Person (other than the Parent Guarantor or a Restricted Subsidiary) from whom such Restricted Subsidiary was acquired, or from whom such Restricted Subsidiary acquired its business and assets (having been newly formed in
connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition; 

(17)    (i) dispositions of property to the extent that such property is exchanged for credit against the
purchase price of similar replacement property that is promptly purchased, (ii) dispositions of property to the extent that the proceeds of such disposition are promptly applied to the purchase price of such replacement property (which replacement
property is actually promptly purchased), and (iii) to the extent allowable under Section 1031 of the Code, any exchange of like property (excluding any boot thereon) for use in a Similar Business; 

(18)    sales of accounts receivable, or participations therein, in connection with any Receivables
Facility, or the disposition of an account receivable in connection with the collection or compromise thereof in the ordinary course of business or consistent with past practice; 

(19)    any financing transaction with respect to property constructed, acquired, replaced, repaired or
improved (including any reconstruction, refurbishment, renovation and/or development of real property) by the Parent Guarantor or any Restricted Subsidiary after the Issue Date, including Sale and Leaseback Transactions and asset securitizations,
permitted by this Indenture; 
 (20)    dispositions of Investments in joint ventures or similar entities
to the extent required by, or made pursuant to customary buy/sell arrangements between, the parties to such joint venture set forth in joint venture arrangements and similar binding arrangements; 

(21)    any surrender or waiver of contractual rights or the settlement, release, surrender or waiver of
contractual, tort, litigation or other claims of any kind; 
 (22)    the unwinding of any Cash
Management Services or Hedging Obligations; and 
 (23)    dispositions of non-core assets. 

In the event that a transaction (or any portion thereof) meets the criteria of a permitted Asset Disposition and would also be a Permitted
Investment or an Investment permitted under Section 3.3, the Parent Guarantor, in its sole discretion, will be entitled to divide and classify such transaction (or a portion thereof) as an Asset Disposition and/or one or more of the types of
Permitted Investments or Investments permitted under Section 3.3. 
 “Associate” means (i) any Person engaged in a
Similar Business of which the Parent Guarantor or its Restricted Subsidiaries are the legal and beneficial owners of between 20.0% and 50.0% of all outstanding Voting Stock and (ii) any joint venture entered into by the Parent Guarantor or any
Restricted Subsidiary of the Parent Guarantor. 
 “Banking Product Obligations” means, with respect to the Issuer or any
Guarantor, any obligations of the Issuer or such Guarantor owed to any Person in respect of treasury management services (including, without limitation, services in connection with operating, collections, payroll, trust, or other depository or
disbursement accounts, including automated clearinghouse, e-payable, electronic funds transfer, wire transfer, controlled disbursement, 

  
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overdraft, depositary, information reporting, lock-box and stop payment services), commercial credit card and merchant card services, stored value card services, other cash management services,
or lock-box leases and other banking products or services related to any of the foregoing that (a) is entered into by the Issuer or any Guarantor and any Person that is an agent or lender under the ABL Credit Agreement and (b) is secured by the ABL
Collateral pursuant to the loan documentation relating to the ABL Credit Agreement. 
 “Bankruptcy Code” means Title 11 of
the United States Code, as amended. 
 “Bankruptcy Law” means the Bankruptcy Code and any similar federal, state or foreign
law for the relief of debtors. 
 “Board of Directors” means (a) with respect to the Parent Guarantor or any
corporation, the board of directors or managers, as applicable, of the corporation, or any duly authorized committee thereof; (b) with respect to any partnership, the board of directors or other governing body of the general partner, as
applicable, of the partnership or any duly authorized committee thereof; (c) with respect to the Issuer or any limited liability company, the managing member or members or any duly authorized controlling committee thereof; and (d) with respect
to any other Person, the board or any duly authorized committee of such Person serving a similar function. Whenever any provision requires any action or determination to be made by, or any approval of, a Board of Directors, such action,
determination or approval shall be deemed to have been taken or made if approved by a majority of the directors on any such Board of Directors (whether or not such action or approval is taken as part of a formal board meeting or as a formal board
approval). Unless the context otherwise requires, “Board of Directors” shall refer to the Board of Directors of the Parent Guarantor. 

“Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of a Person to have been
duly adopted by the Board of Directors of such Person and to be in full force and effect on the date of such certification, and delivered to the Trustee. 

“Borrowing Base” at any given time means an amount equal to: 

 

	 	(a)	85.0% of the face amount of all accounts receivable owned by the Parent Guarantor and its Restricted Subsidiaries as of the end of the most recent fiscal quarter preceding the date of determination; plus 


  

	 	(b)	90.0% of the book value of all inventory owned by the Parent Guarantor and its Restricted Subsidiaries as of the end of the most recent fiscal quarter preceding the date of determination; plus 


 

	 	(c)	90.0% of the face amount of all credit card receivables owned by the Parent Guarantor and its Restricted Subsidiaries as of the end of the most recent fiscal quarter preceding the date of determination; plus


  

	 	(d)	the lesser of (i) $15.0 million or (ii) 85.0% of the face amount of all unbilled receivables owned by the Parent Guarantor and its Restricted Subsidiaries as of the end of the most recent fiscal quarter preceding the
date of determination; plus 

  

	 	(e)	the lesser of (i) $15.0 million or (ii) 65.0% of the face amount of all billings owned by the Parent Guarantor and its Restricted Subsidiaries as of the end of the most recent fiscal quarter preceding the date of
determination; plus 

  

	 	(f)	100.0% of all cash held in a deposit account either (x) maintained with the administrative agent under the ABL Credit Agreement or (y) over which the administrative agent under the ABL Credit Agreement has a perfected
security interest. 


  
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 The Borrowing Base shall be calculated on a pro forma basis to (i) include any accounts
receivable, inventory, credit card receivables, unbilled receivables and billings owned by an entity that is to be merged with or into the Parent Guarantor or a Restricted Subsidiary or is to become a Restricted Subsidiary on (or has so merged or
become a Restricted Subsidiary prior to) the date of determination and (ii) exclude any accounts receivable, inventory, credit card receivables, unbilled receivables and billings owned by the Parent Guarantor or a Restricted Subsidiary that is to be
sold or otherwise disposed of on (or has been sold or otherwise disposed of 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, United States or in the jurisdiction of the place of payment are authorized or required by law to close. 

“Business Successor” means (a) any former Subsidiary of the Parent Guarantor and (b) any Person that, after the Issue Date,
has acquired, merged or consolidated with a Subsidiary of the Parent Guarantor (that results in such Subsidiary ceasing to be a Subsidiary of the Parent Guarantor), or acquired (in one transaction or a series of transactions) all or substantially
all of the property and assets or business of a Subsidiary or assets constituting a business unit, line of business or division of a Subsidiary of the Parent Guarantor. 

“Capital Stock” of any Person means any and all shares of, rights to purchase or acquire, warrants, options or depositary
receipts for, or other equivalents of or partnership or other interests in (however designated), equity of such Person, including any Preferred Stock, but excluding any debt securities convertible into or exchangeable for 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 on the basis of GAAP. The amount of Indebtedness represented by such obligation will be the capitalized amount of such obligation at the time any determination thereof is to be made as determined on the basis
of GAAP, and the Stated Maturity thereof will 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: 
  

	 	(1)	(a) U.S. dollars, Canadian dollars, Swiss Francs, United Kingdom pounds, Euro or any national currency of any member state of the European Union; or (b) any other foreign currency held by the Parent Guarantor and
the Restricted Subsidiaries in the ordinary course of business; 

  

	 	(2)	securities issued or directly and fully Guaranteed or insured by the United States, Canadian, Swiss or United Kingdom governments, a member state of the European Union on the Issue Date or, in each case, any agency or
instrumentality thereof (provided that the full faith and credit of such country or such member state is pledged in support thereof), having maturities of not more than two years from the date of acquisition; 


 

	 	(3)	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
lender or by any bank or trust company (a) whose commercial paper is rated at least “A-2” or the equivalent thereof by S&P or at least “P-2” or the equivalent thereof by Moody’s (or if at the time neither is issuing
comparable ratings, then a comparable rating of another Nationally Recognized Statistical Rating Organization) or (b) (in the event that the bank or trust company does not have commercial paper which is rated) having combined capital and
surplus in excess of $100.0 million; 

  

	 	(4)	repurchase obligations for underlying securities of the types described in clauses (2), (3) and (7) entered into with any bank meeting the qualifications specified in clause (3) above; 


 

	 	(5)	securities with maturities of one year or less from the date of acquisition backed by standby letters of credit issued by any Person referenced in clause (3) above; 


 

	 	(6)	 commercial paper and variable or fixed rate notes issued by a bank meeting the qualifications specified in
clause (3) above (or by the parent company thereof) maturing within one year after the date of creation thereof or any commercial paper and variable or fixed rate note issued by, or




  
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guaranteed by a corporation rated at least (A) “A-1” or higher by S&P or “P-1” or higher by Moody’s (or, if at the time, neither is issuing comparable ratings,
then a comparable rating of another Nationally Recognized Statistical Rating Organization selected by the Parent Guarantor) maturing within two years after the date of creation thereof or (B) “A-2” or higher by S&P or
“P-2” or higher by Moody’s (or, if at the time, neither is issuing comparable ratings, then a comparable rating of another Nationally Recognized Statistical Rating Organization selected by the Parent Guarantor) maturing within one
year after the date of creation thereof, or, in each case, if no rating is available in respect of the commercial paper or variable or fixed rate notes, the issuer of which has an equivalent rating in respect of its long-term debt;


  

	 	(7)	marketable short-term money market and similar securities having a rating of at least “P-2” or “A-2” from either S&P or Moody’s, respectively (or, if at the time, neither is issuing
comparable ratings, then a comparable rating of another Nationally Recognized Statistical Rating Organization selected by the Parent Guarantor), and in each case maturing within 24 months after the date of creation or acquisition thereof;


  

	 	(8)	readily marketable direct obligations issued by any state, province, commonwealth or territory of the United States of America, Canada, Switzerland, the United Kingdom, any member state of the European Union on the
Issue Date or any political subdivision, taxing authority or public instrumentality thereof, in each case, having one of the two highest ratings categories obtainable from either Moody’s or S&P (or, if at the time, neither is issuing
comparable ratings, then a comparable rating of another Nationally Recognized Statistical Rating Organization selected by the Parent Guarantor) with maturities of not more than two years from the date of creation or acquisition; 


 

	 	(9)	readily marketable direct obligations issued by any foreign government or any political subdivision, taxing authority or public instrumentality thereof, in each case, having one of the two highest ratings categories
obtainable by S&P or Moody’s (or, if at the time, neither is issuing comparable ratings, then a comparable rating of another Nationally Recognized Statistical Rating Organization selected by the Parent Guarantor) with maturities of not more
than two years from the date of acquisition; 

  

	 	(10)	Investments with average maturities of 12 months or less from the date of acquisition in money market funds rated within the three highest ratings categories by S&P or Moody’s (or, if at the time, neither is
issuing comparable ratings, then a comparable rating of another Nationally Recognized Statistical Rating Organization selected by the Parent Guarantor); 

  

	 	(11)	with respect to any Foreign Subsidiary: (i) obligations of the national government of the country in which such Foreign Subsidiary maintains its chief executive office and principal place of business
provided such country is a member of the Organization for Economic Cooperation and Development, in each case maturing within one year after the date of investment therein, (ii) certificates of deposit of, bankers acceptance of, or time
deposits with, any commercial bank which is organized and existing under the laws of the country in which such Foreign Subsidiary maintains its chief executive office and principal place of business provided such country is a member of the
Organization for Economic Cooperation and Development, and whose short-term commercial paper rating from S&P is at least “A-2” or the equivalent thereof or from Moody’s is at least “P-2” or the equivalent thereof (any
such bank being an “Approved Foreign Bank”), and in each case with maturities of not more than 270 days from the date of acquisition and (iii) the equivalent of demand deposit accounts which are maintained with an Approved
Foreign Bank; 

  

	 	(12)	Indebtedness or Preferred Stock issued by Persons with a rating of “BBB-” or higher from S&P or “Baa3” or higher from Moody’s (or, if at the time, neither is issuing comparable ratings, then
a comparable rating of another Nationally Recognized Statistical Rating Organization selected by the Parent Guarantor) with maturities of 24 months or less from the date of acquisition; 


  
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	 	(13)	bills of exchange issued in the United States, Canada, Switzerland, the United Kingdom, a member state of the European Union on the Issue Date or Japan eligible for rediscount at the relevant central bank and accepted
by a bank (or any dematerialized equivalent); 

  

	 	(14)	investments in money market funds access to which is provided as part of “sweep” accounts maintained with any bank meeting the qualifications specified in clause (3) above; 


 

	 	(15)	investments in industrial development revenue bonds that (i) “re-set” interest rates not less frequently than quarterly, (ii) are entitled to the benefit of a remarketing arrangement with an established broker
dealer and (iii) are supported by a direct pay letter of credit covering principal and accrued interest that is issued by any bank meeting the qualifications specified in clause (3) above; 


 

	 	(16)	investments in pooled funds or investment accounts consisting of investments in the nature described in the foregoing clause (15); 

  

	 	(17)	Cash Equivalents or instruments similar to those referred to in clauses (1) through (16) above denominated in U.S. dollars or any Alternative Currency; 


 

	 	(18)	interests in any investment company, money market, enhanced high yield fund or other investment fund which invests 90.0% or more of its assets in instruments of the types specified in clauses (1) through
(17) above; and 

  

	 	(19)	for purposes of clause (2) of the definition of “Asset Disposition,” any marketable securities portfolio owned by the Parent Guarantor and its Subsidiaries on the Issue Date. 


In the case of Investments by any Foreign Subsidiary that is a Restricted Subsidiary or Investments made in a country outside the United States of America,
Cash Equivalents shall also include (a) investments of the type and maturity described in clauses (1) through (19) above of foreign obligors, which Investments or obligors (or the parents of such obligors) have ratings described in such clauses or
equivalent ratings from comparable foreign rating agencies and (b) other short-term investments utilized by Foreign Subsidiaries that are Restricted Subsidiaries in accordance with normal investment practices for cash management in investments
analogous to the foregoing investments in clauses (1) through (19) and in this paragraph. Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clause (1) above,
provided that such amounts are converted into any currency listed in clause (1) as promptly as practicable and in any event within 10 Business Days following the receipt of such amounts. For the avoidance of doubt, any items identified
as Cash Equivalents under this definition (other than clause (19) above) will be deemed to be Cash Equivalents for all purposes under this Indenture regardless of the treatment of such items under GAAP. 

“Cash Management Services” means any of the following to the extent not constituting a line of credit (other than an
overnight draft facility that is not in default): automated clearing house transactions, treasury, depository, credit or debit card, purchasing card, stored value card, electronic fund transfer services and/or cash management services, including,
without limitation, controlled disbursement services, overdraft facilities, foreign exchange facilities, deposit and other accounts and merchant services or other cash management arrangements in the ordinary course of business or consistent with
past practice. 
 “CFC” means any Person that is a controlled foreign corporation within the meaning of Section 957 of the
Code. 
 “Change of Control” means: 
  

	 	(1)	 the Parent Guarantor becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of
the Exchange Act, proxy, vote, written notice or otherwise) any “person” or “group” of related persons (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act as in effect on the Issue Date), other than one or
more Permitted Holders, is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Issue Date), directly or indirectly, of more than 50.0% of the total voting power of the
Voting Stock of 



  
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the Parent Guarantor other than in connection with any transaction or series of transactions in which the Parent Guarantor shall become the wholly-owned subsidiary of a Parent Entity so long as
no person or group, as noted above, other than a Permitted Holder, holds more than 50.0% of the total voting power of the Voting Stock of such Parent Entity; or 

  

	 	(2)	the sale, lease, transfer, conveyance or other disposition (other than by way of merger, amalgamation, consolidation or other business combination transaction), in one or a series of related transactions, of all or
substantially all of the assets of the Parent Guarantor and its Restricted Subsidiaries taken as a whole to a Person, other than the Parent Guarantor or any of its Restricted Subsidiaries or one or more Permitted Holders. 


Notwithstanding the foregoing, the right to acquire Voting Stock (so long as such Person does not have the right to direct the voting of the
Voting Stock subject to such right) or any veto power in connection with the acquisition or disposition of Voting Stock will not cause a party to be a beneficial owner. 

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

“Collateral” means all the assets and properties subject to the Liens created by the Security Documents. 

“Collateral Account” means one or more deposit accounts or securities accounts under the control of the Trustee or the Notes
Collateral Agent holding only the proceeds of any sale or disposition of any Notes Collateral. 
 “Consolidated Depreciation and
Amortization Expense” means, with respect to any Person for any period, the total amount of depreciation and amortization expense, including amortization or write-off of (i) intangibles and non-cash organization costs,
(ii) deferred financing fees or costs and (iii) capitalized expenditures, customer acquisition costs and incentive payments, conversion costs and contract acquisition costs, the amortization of original issue discount resulting from the
issuance of Indebtedness at less than par and amortization of favorable or unfavorable lease assets or liabilities, of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with
GAAP and any write-down of assets or asset value carried on the balance sheet. 
 “Consolidated EBITDA” means, with respect
to any Person for any period, the Consolidated Net Income of such Person for such period: 
  

	 	(1)	increased (without duplication) by: 

  

	 	(a)	any (x) Acquisition Transaction Expenses and (y) any fees, costs, expenses or charges (other than Consolidated Depreciation and Amortization Expense) related to any actual, proposed or contemplated Equity
Offering (including any expense relating to enhanced accounting functions or other transactions costs associated with becoming a public company), Permitted Investment, acquisition, disposition, recapitalization or the incurrence of Indebtedness
permitted to be incurred by this Indenture (including a refinancing thereof) (whether or not successful), including (i) such fees, expenses or charges related to the offering of the Notes, the ABL Credit Agreement, any other Credit Facilities
and any Receivables Fees, and (ii) any amendment, waiver or other modification of the Notes, the ABL Credit Agreement, Receivables Facilities, any other Credit Facilities, any Receivables Fees, any other Indebtedness permitted to be Incurred
under this Indenture or any Equity Offering, in each case, whether or not consummated, to the extent the same were deducted (and not added back) in computing Consolidated Net Income; plus  


 

	 	(b)	provision for taxes based on income or profits, revenue or capital, including, without limitation, federal, state, provincial, territorial, local, foreign, unitary, excise, property, franchise and similar taxes and
foreign withholding and similar taxes of such Person paid or accrued during such period, including any penalties and interest relating to any tax examinations (including, without limitation, any additions to such taxes, and any penalties and
interest with respect thereto), deducted (and not added back) in computing Consolidated Net Income; plus  


  
 -10- 









	 	(c)	any other non-cash charges, write-downs, expenses, losses or items reducing Consolidated Net Income for such period including any impairment charges or the impact of purchase accounting (provided that if any such
non-cash charge, write-down or item to the extent it represents an accrual or reserve for a cash expenditure for a future period then the cash payment in such future period shall be subtracted from Consolidated EBITDA when paid); plus 


  

	 	(d)	(i) the amount of any restructuring charge, accrual or reserve (and adjustments to existing reserves), integration cost or other business optimization expense or cost (including charges directly related to the
implementation of cost-savings initiatives) that is deducted (and not added back) in such period in computing Consolidated Net Income, including any one-time costs incurred in connection with acquisitions or divestitures after the Issue Date,
including, without limitation, those related to any severance, retention, signing bonuses, relocation, recruiting and other employee related costs, internal costs in respect of strategic initiatives and curtailments or modifications to pension and
post-retirement employment benefit plans (including any settlement of pension liabilities), systems development and establishment costs, future lease commitments and costs related to the opening and closure and/or consolidation of facilities and to
exiting lines of business and consulting fees incurred with respect to any of the foregoing and (ii) fees, costs and expenses associated with acquisition related litigation and settlements thereof; plus  


 

	 	(e)	any net loss included in the Consolidated Net Income attributable to non-controlling interests pursuant to the application of Accounting Standards Codification Topic 810-10-45 (“Topic 810”); plus
 

  

	 	(f)	the amount of board of director fees, management, monitoring, advisory, consulting, refinancing, subsequent transaction, advisory and exit fees (including termination fees) and related indemnities and expenses paid or
accrued in such period to any member of the Board of Directors of the Parent Guarantor, any Permitted Holder or any Affiliate of a Permitted Holder to the extent permitted under Section 3.8; plus  


 

	 	(g)	net realized losses from Hedging Obligations or embedded derivatives that require similar accounting treatment and the application of Accounting Standard Codification Topic 815 (“Topic 815”) and related
pronouncements; plus  

  

	 	(h)	cash receipts (or any netting arrangements resulting in reduced cash expenditures) not representing Consolidated EBITDA or Consolidated Net Income in any period to the extent non-cash gains relating to such income were
deducted in the calculation of Consolidated EBITDA pursuant to clause (2) below for any previous period and not added back; plus  

  

	 	(i)	any costs or expense incurred by the Parent Guarantor or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement, any severance
agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of the Parent Guarantor or net cash proceeds of an issuance of Capital Stock (other than
Disqualified Stock) of the Parent Guarantor solely to the extent that such net cash proceeds are excluded from the calculation set forth in Section 3.3(a)(iii); plus  


 

	 	(j)	any net pension or other post-employment benefit costs representing amortization of unrecognized prior service costs, actuarial losses, including amortization of such amounts arising in prior periods, amortization of
the unrecognized net obligation (and loss or cost) existing at the date of the initial application of Accounting Standards Codification Topic 715, and any other items of a similar nature; plus 


  
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	 	(k)	the amount of loss or discount on sale of receivables and related assets to the Receivables Subsidiary in connection with a Receivables Facility; plus 


 

	 	(l)	earn-out and contingent consideration obligations (including to the extent accounted for as bonuses or otherwise) and adjustments thereof and purchase price adjustments, in each case in connection with acquisitions or
an Investment; plus 

  

	 	(m)	the amount of “run rate” cost savings (including, without limitation, cost savings with respect to salary, benefit and other direct savings resulting from workforce reductions and facility, benefit and
insurance savings), operating expense reductions, other operating improvements and initiatives and synergies projected by the Parent Guarantor in good faith to be reasonably anticipated to be realizable or a plan for realization shall have been
established within twenty four (24) months of the date thereof (which will be added to Consolidated EBITDA as so projected until fully realized and calculated on a pro forma basis as though such cost savings (including, without limitation,
cost savings with respect to salary, benefit and other direct savings resulting from workforce reductions and facility, benefit and insurance savings), operating expense reductions, other operating improvements and initiatives and synergies had been
realized on the first day of such period), net of the amount of actual benefits realized prior to or during such period from such actions; provided that all steps have been taken, or are reasonably expected to be taken, in good faith, for
realizing such cost savings and such cost savings are reasonably identifiable and factually supportable (in the good faith determination of the Parent Guarantor); plus  


 

	 	(n)	Fixed Charges of such Person for such period (including (x) net losses on any Hedging Obligations or other derivative instruments entered into for the purpose of hedging interest rate, currency or commodities risk,
(y) bank fees and (z) costs of surety bonds in connection with financing activities, plus amounts excluded from the definition of “Consolidated Interest Expense” pursuant to clauses (s) through (z) in clause
(1) thereof), to the extent the same were deducted (and not added back) in calculating such Consolidated Net Income; plus  

  

	 	(o)	Consolidated Depreciation and Amortization Expense of such Person for such period to the extent the same were deducted (and not added back) in computing Consolidated Net Income; plus  


 

	 	(p)	the amount of any minority interest expense consisting of Subsidiary income attributable to minority equity interests of third parties in any non-wholly owned Subsidiary; plus 


 

	 	(q)	realized foreign exchange losses resulting from the impact of foreign currency changes on the valuation of assets or liabilities on the balance sheet of the Parent Guarantor and its Restricted Subsidiaries; plus 


  

	 	(r)	the amount of expenses relating to payments made to option holders of the Parent Guarantor or any Parent Entity in connection with, or as a result of, any distribution being made to equityholders of such Person or its
Parent Entities, which payments are being made to compensate such option holders as though they were equityholders at the time of, and entitled to share in, such distribution, in each case to the extent permitted under this Indenture; plus



  
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	 	(s)	losses, expenses or charges (including all fees and expenses or charges related thereto) (i) from abandoned, closed, disposed or discontinued operations and any losses on disposal of abandoned, closed or discontinued
operations and (ii) attributable to business dispositions or asset dispositions (other than in the ordinary course of business) as determined in good faith; plus 


 

	 	(t)	cost related to the implementation of operational and reporting systems and technology initiatives; plus 

  

	 	(u)	adjustments of the nature used in connection with the calculation of “Adjusted EBITDA” as set forth in footnote (4) of “Summary—Summary Historical Financial and Other Data” contained in the
Offering Memorandum applied in good faith to the extent such adjustments continue to be applicable during the period in which Consolidated EBITDA is being calculated; and 


 

	 	(2)	decreased (without duplication) by: 

  

	 	(a)	non-cash gains increasing Consolidated Net Income of such Person for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced
Consolidated EBITDA in any prior period; plus  

  

	 	(b)	any net income included in Consolidated Net Income attributable to non-controlling interests pursuant to the application of Topic 810. 


“Consolidated Interest Expense” means, with respect to any Person for any period, without duplication, the sum
of: 
 (1)    consolidated interest expense of such Person and its Restricted Subsidiaries for such
period, to the extent such expense was deducted (and not added back) in computing Consolidated Net Income (including (a) amortization of original issue discount or premium resulting from the issuance of Indebtedness at less than par,
(b) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers acceptances, (c) non-cash interest payments (but excluding any non-cash interest expense attributable to the movement in the mark
to market valuation of any Hedging Obligations or other derivative instruments pursuant to GAAP), (d) the interest component of Capitalized Lease Obligations, and (e) net payments, if any, pursuant to interest rate Hedging Obligations with
respect to Indebtedness, and excluding (s) Receivables Fees; (t) penalties and interest relating to taxes, (u) any additional cash interest owing pursuant to any registration rights agreement, (v) accretion or accrual of discounted
liabilities other than Indebtedness, (w) any expense resulting from the discounting of any Indebtedness in connection with the application of purchase accounting in connection with the Acquisition Transactions or any acquisition,
(x) amortization or write-off of deferred financing fees, debt issuance costs, debt discount or premium, terminated hedging obligations and other commissions, financing fees and expenses and, adjusted, to the extent included, to exclude any
refunds or similar credits received in connection with the purchasing or procurement of goods or services under any purchasing card or similar program, (y) any expensing of bridge, commitment and other financing fees and (z) interest with
respect to Indebtedness of any parent of such Person appearing upon the balance sheet of such Person solely by reason of push-down accounting under GAAP); plus 

(2)    consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period,
whether paid or accrued; less 
 (3)    interest income for such period. 

For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by such Person
to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. 

  
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 “Consolidated First Lien Leverage Ratio” means, as of any date of determination,
the ratio of (x) the sum of (a) Consolidated Total Indebtedness secured by a Lien (other than a Lien that is junior to the Lien securing the Notes) as of such date and (b) the Reserved Indebtedness Amount secured by a Lien (other than a Lien that is
junior to the Lien securing the Notes) as of such date to (y) LTM EBITDA. For the avoidance of doubt, indebtedness outstanding under the ABL Credit Agreement shall not be included in clause (x). 

“Consolidated Net Income” means, with respect to any Person for any period, the net income (loss) of such Person and its
Restricted Subsidiaries for such period determined on a consolidated basis on the basis of GAAP before any reduction in respect of Preferred Stock dividends; provided, however, that there will not be included in such Consolidated Net
Income: 
 (1)    any extraordinary, exceptional, unusual or nonrecurring, loss, charge or expense
(including Acquisition Transaction Expenses or any charges, expenses or reserves in respect of any restructuring, redundancy or severance expense or relocation costs, integration (including compliance with the requirements of the Sarbanes-Oxley Act
of 2002 and the rules and regulations promulgated in connection therewith, including with respect to the Acquisition Transactions) and facilities’ opening costs and other business optimization expenses and operating improvements (including
related to new product introductions), systems development and establishment costs, restructuring charges, accruals or reserves (including restructuring and integration costs related to acquisitions after the Issue Date and adjustments to existing
reserves), whether or not classified as restructuring expense on the consolidated financial statements, signing costs, retention or completion bonuses, transition costs, costs related to closure/consolidation of facilities, internal costs in respect
of strategic initiatives and curtailments or modifications to pension and post-retirement employee benefit plans (including any settlement of pension liabilities), contract terminations and professional and consulting fees incurred with any of the
foregoing; 
 (2)    the cumulative effect of a change in law, regulation or accounting principles,
including any impact resulting from an election by the Parent Guarantor to apply IFRS at any time following the Issue Date; 

(3)    any costs associated with the Acquisition Transactions; 

(4)    any fees and expenses (including any transaction or retention bonus or similar payment) incurred
during such period, or any amortization thereof for such period, in connection with any acquisition, Investment, asset disposition, issuance or repayment of Indebtedness, issuance of Capital Stock, refinancing transaction or amendment or
modification of any debt instrument (in each case, including any such transaction consummated prior to the Issue Date and any such transaction undertaken but not completed) and any charges or non-recurring merger costs incurred during such period as
a result of any such transaction, in each case whether or not successful (including, for avoidance of doubt, the effects of expensing all transaction-related expenses in accordance with Financial Accounting Standards Codification No. 805 and gains
or losses associated with Financial Accounting Standards Codification No. 460); 
 (5)    all deferred
financing costs written off and premiums paid or other expenses incurred directly in connection with any early extinguishment of Indebtedness and any net gain (loss) from any write-off or forgiveness of Indebtedness; 

(6)    accruals and reserves that are established or adjusted (including any adjustment of estimated
payouts on existing earn-outs) that are so required to be established as a result of the Acquisition Transactions in accordance with GAAP, or changes as a result of adoption or modification of accounting policies; 

(7)    any (i) non-cash compensation charge or expense arising from any grant of stock, stock options
or other equity based awards and any non-cash deemed finance charges in respect of any pension liabilities or other provisions or on the re-valuation of any benefit plan obligation and (ii) income (loss) attributable to deferred compensation
plans or trusts; 

  
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 (8)    any net income (loss) of any Person if such Person is
not a Restricted Subsidiary (including any net income (loss) from investments recorded in such Person under equity method accounting), except that the Parent Guarantor’s equity in the net income of any such Person for such period will be
included in such Consolidated Net Income up to the aggregate amount of cash or Cash Equivalents actually distributed or that (as reasonably determined by an Officer of the Parent Guarantor) could have been distributed by such Person during such
period to the Parent Guarantor or a Restricted Subsidiary as a dividend or other distribution or return on investment (subject, in the case of a dividend or other distribution or return on investment to a Restricted Subsidiary, to the limitations
contained in clause (2) below); 
 (9)    solely for the purpose of determining the amount available
for Restricted Payments under Section 3.3(a)(iii)(B) hereof, any net income (loss) of any Restricted Subsidiary (other than the Issuer and the Guarantors) 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 Issuer or a Guarantor by operation of the terms of such Restricted Subsidiary’s articles, charter or any
agreement, instrument, judgment, decree, order, statute or governmental rule or regulation applicable to such Restricted Subsidiary or its shareholders (other than (a) restrictions that have been waived or otherwise released, (b) restrictions
pursuant to the ABL Credit Agreement, the Notes or this Indenture, and (c) restrictions specified in Section 3.4(b)(14)(i)), except that the Parent Guarantor’s equity in the net income of any such Restricted Subsidiary for such period
will be included in such Consolidated Net Income up to the aggregate amount of cash or Cash Equivalents actually distributed or that could have been distributed by such Restricted Subsidiary during such period to the Parent Guarantor or another
Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend to another Restricted Subsidiary, to the limitation contained in this clause); 

(10)    any gain (or loss), together with any related provisions for taxes on any such gain (or the tax
effect of any such loss), realized upon the sale or other disposition of any asset (including pursuant to any Sale and Leaseback Transaction) or disposed or discontinued operations of the Parent Guarantor or any Restricted Subsidiary which is not
sold or otherwise disposed of in the ordinary course of business (as determined in good faith by an Officer or the Board of Directors of the Parent Guarantor); 

(11)    any unrealized gains or losses in respect of any Hedging Obligations or any ineffectiveness
recognized in earnings related to qualifying hedge transactions or the fair value of changes therein recognized in earnings for derivatives that do not qualify as hedge transactions, in each case, in respect of any Hedging Obligations; 

(12)    any unrealized foreign currency translation increases or decreases or transaction gains or losses
in respect of Indebtedness of any Person denominated in a currency other than the functional currency of such Person, including those related to currency remeasurements of Indebtedness (including any net loss or gain resulting from Hedging
Obligations for currency exchange risk) or other obligations of the Parent Guarantor or any Restricted Subsidiary owing to the Parent Guarantor or any Restricted Subsidiary and any unrealized foreign exchange gains or losses relating to translation
of assets and liabilities denominated in foreign currencies; 
 (13)    any unrealized or realized gain
or loss due solely to fluctuations in currency values and the related tax effects, determined in accordance with GAAP; 

(14)    any purchase accounting effects, including, but not limited to, adjustments to inventory, property
and equipment, software and other intangible assets and deferred revenue in component amounts required or permitted by GAAP and related authoritative pronouncements (including the effects of such adjustments pushed down to the Parent Guarantor and
its Restricted Subsidiaries), as a result of any consummated acquisition (including the Acquisition Transaction), or the amortization or write-off of any amounts thereof (including any write-off of in process research and development); 
 (15)    any
impairment charge, write-off or write-down, including impairment charges, write-offs or write- downs related to intangible assets, long-lived assets, goodwill, investments in debt or equity securities (including any losses with respect to the
foregoing in bankruptcy, insolvency or similar proceedings) and the amortization of intangibles arising pursuant to GAAP; 

  
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 (16)    any after-tax effect of income (loss) from the early
extinguishment or cancellation of Indebtedness or any Hedging Obligations or other derivative instruments; 

(17)    any net unrealized gains and losses resulting from Hedging Obligations or embedded derivatives that
require similar accounting treatment and the application of Topic 815 and related pronouncements or mark to market movement of other financial instruments pursuant to Accounting Standards Codification 825 and related pronouncements; and 

(18)    any non-cash expenses, accruals or reserves related to adjustments to historical tax exposures and
any deferred tax expense associated with tax deductions or net operating losses arising as a result of the Acquisition Transactions, or the release of any valuation allowances related to such item. 

In addition, to the extent not already included in the Consolidated Net Income of such Person and its Restricted Subsidiaries, notwithstanding
anything to the contrary in the foregoing, Consolidated Net Income shall include (i) any expenses and charges that are reimbursed by indemnification or other reimbursement provisions in connection with any investment or any sale, conveyance,
transfer or other disposition of assets permitted hereunder, or, so long as the Parent Guarantor has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed and only to the extent that such amount is
(A) not denied by the applicable payor in writing within 180 days and (B) in fact reimbursed within 365 days of the date of such evidence (with a deduction for any amount so added back to the extent not so reimbursed within 365 days) and (ii) to the
extent covered by insurance (including business interruption insurance) and actually reimbursed, or, so long as the Parent Guarantor has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the
insurer and only to the extent that such amount is (A) not denied by the applicable carrier in writing within 180 days and (B) in fact reimbursed within 365 days of the date of such evidence (with a deduction for any amount so added back to the
extent not so reimbursed within 365 days), expenses with respect to liability or casualty events or business interruption. 

“Consolidated Secured Leverage Ratio” means, as of any date of determination, the ratio of (x) the sum of (a) Consolidated
Total Indebtedness secured by a Lien as of such date and (b) the Reserved Indebtedness Amount secured by a Lien as of such date to (y) LTM EBITDA. 

“Consolidated Total Indebtedness” means, as of any date of determination, (a) the aggregate principal amount of
Indebtedness for borrowed money (excluding Indebtedness with respect to Cash Management Services, intercompany Indebtedness, Subordinated Indebtedness and Indebtedness outstanding under the ABL Credit Agreement that was used to finance seasonal
working capital needs of the Parent Guarantor and its Restricted Subsidiaries (as determined by the Parent Guarantor in its reasonable discretion) as of such date), plus (b) the aggregate principal amount of Capitalized Lease Obligations, Purchase
Money Obligations and unreimbursed drawings under letters of credit of the Parent Guarantor and its Restricted Subsidiaries outstanding on such date minus (c) the aggregate amount of cash and Cash Equivalents included in the consolidated
balance sheet of the Parent Guarantor and its Restricted Subsidiaries as of the end of the most recent fiscal period for which internal financial statements of the Parent Guarantor are available (provided that the cash proceeds of any
proposed Incurrence of Indebtedness shall not be included in this clause (c) for purposes of calculating the Consolidated Total Leverage Ratio, the Consolidated Secured Leverage Ratio or the Consolidated First Lien Leverage Ratio, as applicable),
with such pro forma adjustments as are consistent with the pro forma adjustments set forth in the definition of “Fixed Charge Coverage Ratio.” For the avoidance of doubt, “Consolidated Total Indebtedness” shall exclude
Indebtedness in respect of any Receivables Facility. 
 “Consolidated Total Leverage Ratio” means, as of any date of
determination, the ratio of (x) the sum of (i) Consolidated Total Indebtedness and (ii) the Reserved Indebtedness Amount, each as of such date to (y) LTM EBITDA. 

  
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 “Contingent Obligations” means, with respect to any Person, any obligation of
such Person guaranteeing in any manner, whether directly or indirectly, any operating lease, dividend or other obligation that does not constitute Indebtedness (“primary obligations”) of any other Person (the “primary
obligor”), including any obligation of such Person, whether or not contingent: 
 (1)    to
purchase any such primary obligation or any property constituting direct or indirect security therefor; 

(2)    to advance or supply funds: 

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

(b)    to maintain the working capital or equity capital of the primary obligor or otherwise to maintain
the net worth or solvency of the primary obligor; or 
 (3)    to purchase property, securities or
services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof. 

“Controlled Investment Affiliate” means, as to any Person, any other Person, which directly or indirectly is in control of,
is controlled by, or is under common control with such Person and is organized by such Person (or any Person controlling such Person) primarily for making direct or indirect equity or debt investments in the Parent Guarantor and/or other companies.

 “Covenant Suspension” means, during any period of time following the issuance of the Notes, that (i) the Notes have
achieved Investment Grade Status, and (ii) no Default or Event of Default has occurred and is continuing under this Indenture. 

“Credit Facility” means, with respect to the Parent Guarantor or any of its Subsidiaries, one or more debt facilities
(including the ABL Credit Agreement), indentures or other arrangements, commercial paper facilities and overdraft facilities with banks, other financial institutions or investors providing for revolving credit loans, term loans, notes, receivables
financing (including through the sale of receivables to such institutions or to special purpose entities formed to borrow from such institutions against such receivables), letters of credit or other Indebtedness, in each case, as amended, restated,
modified, renewed, refunded, replaced, restructured, refinanced, repaid, increased or extended in whole or in part from time to time (and whether in whole or in part and whether or not with the original administrative agent and lenders or another
administrative agent or agents or other banks or institutions and whether provided under the original ABL Credit Agreement or one or more other credit or other agreements, indentures, financing agreements or otherwise) and in each case including all
agreements, instruments and documents executed and delivered pursuant to or in connection with the foregoing (including any notes and letters of credit issued pursuant thereto and any Guarantee and collateral agreement, patent and trademark security
agreement, mortgages or letter of credit applications and other Guarantees, pledges, agreements, security agreements and collateral documents). Without limiting the generality of the foregoing, the term “Credit Facility” shall include any
agreement or instrument (1) changing the maturity of any Indebtedness Incurred thereunder or contemplated thereby, (2) adding Subsidiaries of the Parent Guarantor as additional borrowers or guarantors thereunder, (3) increasing the
amount of Indebtedness Incurred thereunder or available to be borrowed thereunder or (4) otherwise altering the terms and conditions thereof. 

“Custodian” means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law. 

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default;
provided that any Default that results solely from the taking of an action that would have been permitted but for the continuation of a previous Default will be deemed to be cured if such previous Default is cured prior to becoming an Event
of Default. 
 “Definitive Notes” means certificated Notes. 

  
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 “Designated Non-Cash Consideration”
means the fair market value (as determined in good faith by the Parent Guarantor) of non-cash consideration received by the Parent Guarantor or one of its Restricted Subsidiaries in connection with an Asset
Disposition that is so designated as Designated Non-Cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, less the amount of cash or Cash Equivalents received
in connection with a subsequent payment, redemption, retirement, sale or other disposition of such Designated Non-Cash Consideration. A particular item of Designated
Non-Cash Consideration will no longer be considered to be outstanding when and to the extent it has been paid, redeemed or otherwise retired or sold or otherwise disposed of in compliance with
Section 3.5 hereof. 
 “Designated Preferred Stock” means Preferred Stock of the Parent Guarantor
or a Parent Entity (other than Disqualified Stock) that is issued for cash (other than to the Parent Guarantor or a Subsidiary of the Parent Guarantor or an employee stock ownership plan or trust established by the Parent Guarantor or any such
Subsidiary for the benefit of their employees to the extent funded by the Parent Guarantor or such Subsidiary) and that is designated as “Designated Preferred Stock” pursuant to an Officer’s Certificate of the Parent Guarantor at or
prior to the issuance thereof, the Net Cash Proceeds of which are excluded from the calculation set forth in Section 3.3(a)(iii)(C) hereof. 

“Discharge” means, with respect to any Collateral, the date on which such Obligations are no longer secured by such
Collateral. The term “Discharged” shall have a corresponding meaning. 
 “Discharge of the ABL Obligations” means
(1) the payment in full in cash of all principal of, accrued (but unpaid) interest, fees and premium, if any, on all ABL Obligations (other than outstanding letters of credit, Secured Hedge Agreements, Banking Product Obligations and contingent
indemnification obligations for which no underlying claim has been asserted), (2) the termination or expiration of all commitments, if any, to extend credit that would constitute ABL Obligations, (3) with respect to letters of credit outstanding and
Banking Product Obligations, delivery of cash collateral or back stop letters of credit in respect thereof in compliance with the ABL Credit Agreement, and (4) with respect to Obligations under any Secured Hedge Agreement, the payment of the then
applicable termination amount under such Secured Hedge Agreement; provided that the Discharge of the ABL Obligations shall not be deemed to have occurred in connection with an exchange, replacement, refunding, refinancing, extension, renewal,
restatement, amendment, supplement or modification of such ABL Obligations with Indebtedness secured by the ABL Collateral on a first-priority basis under an agreement that has been designated in writing by a Successor ABL Collateral Agent in a
writing delivered to the Notes Collateral Agent in accordance with the terms of the ABL-Notes Intercreditor Agreement. 

“Disinterested Director” means, with respect to any Affiliate Transaction, a member of the Board of Directors of the Parent
Guarantor having no material direct or indirect financial interest in or with respect to such Affiliate Transaction. A member of the Board of Directors of the Parent Guarantor shall be deemed not to have such a financial interest by reason of such
member’s holding Capital Stock of the Parent Guarantor or any options, warrants or other rights in respect of such Capital Stock. 

“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 for cash or in exchange for Indebtedness pursuant to a sinking
fund obligation or otherwise; or 
 (2)    is or may become (in accordance with its terms) upon the
occurrence of certain events or otherwise redeemable or repurchasable for cash or in exchange for Indebtedness at the option of the holder of the Capital Stock in whole or in part, 

in each case on or prior to the earlier of (a) the Stated Maturity of the Notes or (b) the date on which there are no Notes outstanding;
provided, however, that (i) 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 will be
deemed to be Disqualified Stock and (ii) any Capital Stock that would constitute Disqualified Stock solely because the holders thereof have the right to require the Parent Guarantor to repurchase such Capital Stock upon the occurrence of a
change of control or asset sale (howsoever defined or referred to) shall not constitute Disqualified 

  
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Stock if any such redemption or repurchase obligation is subject to compliance by the relevant Person with Section 3.3 hereof; provided, however, that if
such Capital Stock is issued to any future, current or former employee, director, officer, manager, contractor or consultant (or their respective Controlled Investment Affiliates (excluding the Permitted Holders (but not excluding any future,
current or former employee, director, officer, manager, contractor or consultant)) or Immediate Family Members), of the Parent Guarantor, any of its Subsidiaries, any Parent Entity or any other entity in which the Parent Guarantor or a Restricted
Subsidiary has an Investment and is designated in good faith as an “affiliate” by the board of directors of the Parent Guarantor (or the compensation committee thereof) or any other plan for the benefit of current, former or future
employees (or their respective Controlled Investment Affiliates or Immediate Family Members) of the Parent Guarantor or its Subsidiaries or by any such plan to such employees (or their respective Controlled Investment Affiliates or Immediate Family
Members), such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Parent Guarantor or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations. 

“Domestic Subsidiary” means, with respect to any Person, any Restricted Subsidiary of such Person other than a Foreign
Subsidiary. 
 “DTC” means The Depository Trust Company or any successor securities clearing agency. 

“Equity Offering” means a sale of Capital Stock (other than through the issuance of Disqualified Stock or Designated
Preferred Stock or through an Excluded Contribution) other than (a) offerings registered on Form S-8 (or any successor form) under the Securities Act or any similar offering in other jurisdictions or other securities of the Parent Guarantor or
any Parent Entity and (b) issuances of Capital Stock to any Subsidiary of the Parent Guarantor. 
 “Euro” means the single
currency of participating member states of the economic and monetary union as contemplated in the Treaty on European Union. 

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC
promulgated thereunder, as amended. 
 “Excluded Assets” means, unless otherwise required to be Collateral by the terms of
the ABL Credit Agreement or any other Credit Facilities then in existence, (i) any governmental licenses or state or local franchises, charters or authorizations, to the extent a security interest in any such licenses, franchise, charter or
authorization would be prohibited or restricted thereby (including any legally effective prohibition or restriction), (ii) pledges and security interests prohibited by applicable law, rule or regulation (including any legally effective requirement
to obtain the consent of any governmental authority), (iii) margin stock and, to the extent prohibited by the terms of any applicable organizational documents, joint venture agreement or shareholders’ agreement, equity interests in any person
other than Wholly-Owned Domestic Subsidiaries, (iv) assets to the extent a security interest in such assets would result in material adverse tax consequences as reasonably determined by the Issuer in good faith, (v) any intent-to-use trademark
application prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, (vi) any lease, license or other agreement or any property subject to a purchase money security interest or similar
arrangement to the extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement or purchase money arrangement or create a right of termination in favor of any other party thereto (other than the
Parent Guarantor or its Subsidiaries) after giving effect to the applicable anti-assignment provisions of the UCC or other similar applicable law, other than proceeds and receivables thereof, the assignment of which is expressly deemed effective
under the UCC or other similar applicable law notwithstanding such prohibition, (vii) any Excluded Real Property, (viii) any rolling stock, (ix) any vehicle subject to a certificate of title statute, (x) any property or assets of any CFC (whether
held directly or indirectly), (xi) deposit accounts the balance of which consists exclusively of (a) withheld income taxes and federal, state or local employment taxes and (b) amounts required to be paid over to an employee benefit plan, (xii) all
segregated deposit accounts constituting (and the balance of which consists solely of funds set aside for the purpose of managing) disbursement, tax accounts, payroll accounts, and trust accounts; (xiii) cash collateral and other deposits permitted
under clause (11) of the definition of Permitted Investments, to the extent that the grant of a security interest therein shall constitute or result in a breach or termination pursuant to the terms of, or a default under, any agreement governing
such cash collateral, pledge, endorsement or deposit, and (xiv) any Excluded Capital Stock. 

  
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 “Excluded Capital Stock” means (a) any of the outstanding Voting Stock of any
CFC or Foreign Holding Company in excess of 65% of the outstanding Voting Stock of such CFC or Foreign Holding Company, (b) any equity or other voting ownership interests in any Subsidiary that is not a first tier Subsidiary of the Issuer or a
Guarantor, (c) any Capital Stock to the extent the pledge thereof would be prohibited or limited by any applicable law, rule or regulation existing on the Issue Date or on the date such Capital Stock is acquired by the Issuer or a Guarantor or on
the date the issuer of such Capital Stock is created, (d) the Capital Stock of a Subsidiary (other than a Wholly-Owned Subsidiary) the pledge of which would violate a contractual obligation to the owners of the other Capital Stock of such Subsidiary
(other than any such owners that are the Parent Guarantor or Affiliates of the Parent Guarantor) that is binding on or relating to such Capital Stock and (e) the Capital Stock of any Unrestricted Subsidiaries. 

“Excluded Contribution” means Net Cash Proceeds or property or assets received by the Parent Guarantor as capital
contributions to the equity (other than through the issuance of Disqualified Stock or Designated Preferred Stock) of the Parent Guarantor after the Issue Date or from the issuance or sale (other than to a Restricted Subsidiary or an employee stock
ownership plan or trust established by the Parent Guarantor or any Subsidiary of the Parent Guarantor for the benefit of their employees to the extent funded by the Parent Guarantor or any Restricted Subsidiary) of Capital Stock (other than
Disqualified Stock or Designated Preferred Stock) of the Parent Guarantor, in each case, to the extent designated as an Excluded Contribution pursuant to an Officer’s Certificate of the Parent Guarantor. 

“Excluded Real Property” means (a) any parcel of owned real property with a purchase price (in the case of real property
acquired after the Issue Date) or fair-market value (in the case of real property owned as of the Issue Date, with fair-market value determined as of the Issue Date) of less than $5.0 million, individually and all real property leasehold interests,
(b) any real property that is subject to a Lien permitted by clause (12), (19), (20) or (22) of the definition of “Permitted Liens,” (c) any real property with respect to which, in the reasonable judgment of the Parent Guarantor (confirmed
by notice to the Trustee) the cost (including as a result of adverse tax consequences) or providing a mortgage on such real property in favor of the secured parties under the Security Documents shall be excessive in view of the benefits to be
obtained by the Holders therefrom, and (d) any real property to the extent providing a mortgage on such real property would (i) be prohibited or limited by any applicable law, rule or regulation, (ii) violate a contractual obligation to the owners
of such real property (other than any such owners that are the Parent Guarantor or Affiliates of the Parent Guarantor) that is binding on or relating to such real property (other than customary nonassignment provisions which are ineffective under
the UCC) or (iii) give any other party (other than the Parent Guarantor or a wholly-owned Subsidiary) to any contract, agreement, instrument or indenture governing such real property the right to terminate its obligations thereunder (other than
customary non-assignment provisions which are ineffective under the UCC or other applicable law). 
 “fair market value”
may be conclusively established by means of an Officer’s Certificate or resolutions of the Board of Directors of the Parent Guarantor setting out such fair market value as determined by such Officer or such Board of Directors in good faith.

 “Fitch” means Fitch Ratings, Inc. or any of its successors or assigns that is a Nationally Recognized Statistical Rating
Organization. 
 “Fixed Charge Coverage Ratio” means, with respect to any Person on any determination date, the ratio of
Consolidated EBITDA of such Person for the most recent four consecutive fiscal quarters ending immediately prior to such determination date (the “reference period”) for which internal consolidated financial statements are available
to the Fixed Charges of such Person for reference period. In the event that the Parent Guarantor or any Restricted Subsidiary Incurs, assumes, Guarantees, redeems, defeases, retires or extinguishes any Indebtedness (other than Indebtedness incurred
under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) or has caused any Reserved Indebtedness Amount to be deemed to be incurred during such period or issues or redeems Disqualified Stock
or Preferred Stock subsequent to the commencement of the reference period but prior to or simultaneously with the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Fixed Charge Coverage Ratio Calculation
Date”), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such Incurrence, deemed incurrence, assumption, Guarantee, redemption, defeasance, retirement or extinguishment of Indebtedness, or such issuance or
redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period; provided, however, that for purposes of the pro forma calculation under Section 3.2(a) such
calculation shall not give effect to any Indebtedness Incurred on such determination date pursuant to the provisions described in Section 3.2(b) (other than Section 3.2(b)(5)(ii)). 

  
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 For purposes of making the computation referred to above, any Investments, acquisitions,
dispositions, mergers, amalgamations, consolidations and disposed operations that have been made by the Parent Guarantor or any of its Restricted Subsidiaries, during the reference period or subsequent to the reference period and on or prior to or
simultaneously with the Fixed Charge Coverage Ratio Calculation Date shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, amalgamations, consolidations and disposed or discontinued
operations (and the change in any associated fixed charge obligations and the change in Consolidated EBITDA resulting therefrom) had occurred on the first day of the reference period. If since the beginning of such period any Person that
subsequently became a Restricted Subsidiary or was merged or amalgamated with or into the Parent Guarantor or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, acquisition, disposition, merger,
amalgamation, consolidation or disposed or discontinued operation that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such
Investment, acquisition, disposition, merger, amalgamation, consolidation or disposed operation had occurred at the beginning of the applicable reference period. 

For purposes of this definition, whenever pro forma effect is to be given to a transaction, the pro forma calculations shall be made in good
faith by a responsible financial or chief accounting officer of the Parent Guarantor (including cost savings and synergies). If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness
shall be calculated as if the rate in effect on the Fixed Charge Coverage Ratio Calculation Date had been the applicable rate for the entire reference period (taking into account any Hedging Obligations applicable to such Indebtedness). Interest on
a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Parent Guarantor to be the rate of interest implicit in such Capitalized Lease Obligation in
accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed with a pro forma basis shall be computed based upon the average daily balance of such
Indebtedness during the reference period except as set forth in the first paragraph of this definition. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency
interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Parent Guarantor may designate. 

“Fixed Charges” means, with respect to any Person for any period, the sum of: 

(1)    Consolidated Interest Expense of such Person for such Period; 

(2)    all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any
series of Preferred Stock of any Restricted Subsidiary of such Person during such period; and 

(3)    all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any
series of Disqualified Stock during this period. 
 “Foreign Holding Company” means any Person substantially all of the
assets of which consists (or is treated as consisting) of equity interests in one or more CFCs. 
 “Foreign Subsidiary”
means, with respect to any Person, any Subsidiary of such Person that is not organized or existing under the laws of the United States, any state thereof or the District of Columbia and any Subsidiary of such Subsidiary. 

“GAAP” means generally accepted accounting principles in the United States of America as in effect on the date of any
calculation or determination required hereunder. Except as otherwise set forth in this Indenture, all ratios and calculations based on GAAP contained in this Indenture shall be computed in accordance with GAAP as in effect on the Issue Date. At any
time after the Issue Date, the Parent Guarantor may elect to establish that GAAP shall mean the GAAP as in effect on or prior to the date of such election; provided that any such election, once made, shall be irrevocable. At any time after
the Issue Date, the Parent Guarantor may elect to apply IFRS accounting 

  
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principles in lieu of GAAP and, upon any such election, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Indenture), including as to the
ability of the Parent Guarantor to make an election pursuant to the previous sentence; provided that any such election, once made, shall be irrevocable; provided, further, that any calculation or determination in this Indenture
that require the application of GAAP for periods that include fiscal quarters ended prior to the Parent Guarantor’s election to apply IFRS shall remain as previously calculated or determined in accordance with GAAP; provided, further
again, that the Parent Guarantor may only make such election if it also elects to report any subsequent financial reports required to be made by the Parent Guarantor, including pursuant to Section 13 or Section 15(d) of the Exchange
Act and Section 3.10 hereof, in IFRS. The Parent Guarantor shall give notice of any such election made in accordance with this definition to the Trustee and the Holders. 

“Governmental Authority” means any nation, sovereign or government, any state, province, territory or other political
subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank, stock exchange or other entity or authority exercising executive, legislative, judicial, taxing, regulatory, self-regulatory
or administrative powers or functions of or pertaining to government. 
 “Grantor” means the Issuer and the Guarantors.

 “Guarantee” means, any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any
Indebtedness of any other Person, including any such 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 agreements 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 primarily 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” will not include (x) endorsements for collection or deposit in the ordinary course of business or consistent with past practice and (y) standard contractual indemnities or product warranties provided in the ordinary course
of business, and provided, further, that the amount of any Guarantee shall be deemed to be the lower of (i) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee is made and
(ii) the maximum amount for which such guaranteeing Person may be liable pursuant to the terms of the instrument embodying such Guarantee or, if such Guarantee is not an unconditional guarantee of the entire amount of the primary obligation and such
maximum amount is not stated or determinable, the amount of such guaranteeing Person’s maximum reasonably anticipated liability in respect thereof as determined by such Person in good faith. The term “Guarantee” used as a verb has a
corresponding meaning. 
 “Guarantor” means the Parent Guarantor and any Restricted Subsidiary that Guarantees the Notes,
until such Note Guarantee is released in accordance with the terms of this Indenture. 
 “Hedging Obligations” means, with
respect to any Person, the obligations of such Person under any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, commodity swap agreement, commodity cap agreement, commodity collar agreement, foreign
exchange contracts, currency swap agreement or similar agreement providing for the transfer or mitigation of interest rate, commodity price or currency risks either generally or under specific contingencies. 

“Holder” means each Person in whose name the Notes are registered on the Registrar’s books, which shall initially be the
respective nominee of DTC. 
 “IFRS” means the international financial reporting standards, as issued by the International
Accounting Standards Board as in effect from time to time. 

  
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 “Immaterial Subsidiary” means, at any date of determination, each Restricted
Subsidiary of the Parent Guarantor that (i) has not guaranteed any other Indebtedness of the Parent Guarantor and (ii) has Total Assets and revenues of less than 5.0% of Total Assets and, together with all other Immaterial Subsidiaries (as
determined in accordance with GAAP), has Total Assets and revenues of less than 10.0% of Total Assets, in each case, measured at the end of the most recent fiscal period for which internal financial statements are available and revenues on a pro
forma basis giving effect to any acquisitions or dispositions of companies, divisions or lines of business since such balance sheet date or the start of such four quarter period, as applicable, and on or prior to the date of acquisition of such
Subsidiary. 
 “Immediate Family Members” means, with respect to any individual, such individual’s child, stepchild,
grandchild or more remote descendant, parent, stepparent, grandparent, spouse, former spouse, qualified domestic partner, sibling, mother-in-law, father-in-law, son-in-law and daughter-in-law (including adoptive relationships) and any trust,
partnership or other bona fide estate-planning vehicle the only beneficiaries of which are any of the foregoing individuals or any private foundation or fund that is controlled by any of the foregoing individuals or any donor-advised fund of which
any such individual is the donor. 
 “Incur” means issue, create, assume, enter into any Guarantee of, incur, extend 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, amalgamation, consolidation, acquisition or
otherwise) will 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 and any Indebtedness
pursuant to any revolving credit or similar facility shall only be “Incurred” at the time any funds are borrowed thereunder. 

“Indebtedness” means, with respect to any Person on any date of determination (without duplication): 

(1)    the principal of Indebtedness of such Person for borrowed money; 

(2)    the principal of obligations of such Person evidenced by bonds, debentures, notes or other similar
instruments; 
 (3)    all reimbursement obligations of such Person in respect of letters of credit,
bankers’ acceptances or other similar instruments (the amount of such obligations being equal at any time to the aggregate then undrawn and unexpired amount of such letters of credit or other instruments plus the aggregate amount of drawings
thereunder that have not been reimbursed) (except to the extent such reimbursement obligations relate to trade payables and such obligations are satisfied within 30 days of Incurrence); 

(4)    the principal component of all obligations of such Person to pay the deferred and unpaid purchase
price of property (except trade payables or similar obligations, including accrued expenses owed, to trade creditors), which purchase price is due more than one year after the date of placing such property in service or taking final delivery and
title thereto; 
 (5)    Capitalized Lease Obligations of such Person; 

(6)    the principal component of all obligations, or liquidation preference, of such Person with respect
to any Disqualified Stock or, with respect to any Restricted Subsidiary, any Preferred Stock (but excluding, in each case, any accrued dividends); 

(7)    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 will be the lesser of (a) the fair market value of such asset at such date of determination (as determined
in good faith by the Parent Guarantor) and (b) the amount of such Indebtedness of such other Persons; 

  
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 (8)    Guarantees by such Person of the principal component
of Indebtedness of the type referred to in clauses (1), (2), (3), (4), (5) and (9) of other Persons to the extent Guaranteed by such Person; and 

(9)    to the extent not otherwise included in this definition, net obligations of such Person under
Hedging Obligations (the amount of any such obligations to be equal at any time to the net payments under such agreement or arrangement giving rise to such obligation that would be payable by such Person at the termination of such agreement or
arrangement); 
 with respect to clauses (1), (2), (4) and (5) above, if and to the extent that any of the foregoing Indebtedness (other than letters of
credit and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP 

The amount of Indebtedness of any Person at any time in the case of a revolving credit or similar facility shall be the total amount of funds
borrowed and then outstanding. The amount of any Indebtedness outstanding as of any date shall be (a) the accreted value thereof in the case of any Indebtedness issued with original issue discount and (b) the principal amount of Indebtedness, or
liquidation preference thereof, in the case of any other Indebtedness. Indebtedness shall be calculated without giving effect to the effects of Topic 815 and related interpretations to the extent such effects would otherwise increase or decrease an
amount of Indebtedness for any purpose under this Indenture as a result of accounting for any embedded derivatives created by the terms of such Indebtedness. 

Notwithstanding the above provisions, in no event shall the following constitute Indebtedness: 

(i)    Contingent Obligations Incurred in the ordinary course of business or consistent with past practice,
other than Guarantees or other assumptions of Indebtedness; 
 (ii)    Obligations under or in respect of
Receivables Facilities; 
 (iii)    Cash Management Services; 

(iv)    any lease, concession or license of property (or Guarantee thereof) which would be considered an
operating lease under GAAP as in effect on the Issue Date or any prepayments of deposits received from clients or customers in the ordinary course of business or consistent with past practice; 

(v)    obligations under any license, permit or other approval (or Guarantees given in respect of such
obligations) incurred prior to the Issue Date or in the ordinary course of business or consistent with past practice; 

(vi)    in connection with the purchase by the Parent Guarantor or any Restricted Subsidiary of any
business, any post-closing payment adjustments to which the seller may become entitled to the extent such payment is determined by a final closing balance sheet or such payment depends on the performance of
such business after the closing; provided, however, that, at the time of closing, the amount of any such payment is not determinable and, to the extent such payment thereafter becomes fixed and determined, the amount is paid in a
timely manner; 
 (vii)    for the avoidance of doubt, any obligations in respect of workers’
compensation claims, early retirement or termination obligations, pension fund obligations or contributions or similar claims, obligations or contributions or social security or wage Taxes; 

(viii)    Indebtedness of any Parent Entity appearing on the balance sheet of the Parent Guarantor solely
by reason of push down accounting under GAAP; 
 (ix)    Capital Stock (other than Disqualified Stock);
or 

  
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 (x)    amounts owed to dissenting stockholders pursuant to
applicable law (including in connection with, or as a result of, exercise of appraisal rights and the settlement of any claims or action (whether actual, contingent or potential)), pursuant to or in connection with a consolidation, merger or
transfer of all or substantially all of the assets of the Parent Guarantor and its Restricted Subsidiaries, taken as a whole, that complies with Section 4.1. 

“Indenture” means this Indenture as amended or supplemented from time to time. 

“Independent Financial Advisor” means an accounting, appraisal, investment banking firm or consultant to Persons engaged in
Similar Businesses of nationally recognized standing; provided, however, that such firm or appraiser is not an Affiliate of the Parent Guarantor. 

“Initial Notes” has the meaning ascribed to it in the second introductory paragraph of this Indenture. 

“Insolvency Proceeding” means (a) any voluntary or involuntary case or proceeding under any Bankruptcy Law with respect to
the Issuer or any other Grantor; (b) any receivership, liquidation or other similar case or proceeding with respect to the Issuer or any other Grantor or with respect to a material portion of its assets; (c)    any other
liquidation, dissolution, or winding up of Issuer or any other Grantor whether voluntary or involuntary and whether or not involving an Insolvency Proceeding; or (d) any assignment for the benefit of creditors or any other marshaling of assets or
liabilities of the Issuer or any other Grantor. 
 “Intercreditor Agreements” means, collectively, the ABL-Notes
Intercreditor Agreement and the Pari Passu Intercreditor Agreement. 
 “Investment” means, with respect to any Person, all
investments by such Person in other Persons (including Affiliates) in the form of advances, loans or other extensions of credit (other than advances or extensions of credit to customers, suppliers, directors, officers or employees of any Person in
the ordinary course of business or consistent with past practice, and 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 the Incurrence of a Guarantee of any obligation of, or any purchase or acquisition of Capital Stock, Indebtedness or other similar instruments issued by, such
other Persons and all other items that are or would be classified as investments on a balance sheet prepared on the basis of GAAP; provided, however, that endorsements of negotiable instruments and documents in the ordinary course of
business or consistent with past practice will not be deemed to be an Investment. If the Parent Guarantor or any Restricted Subsidiary issues, sells or otherwise disposes of any Capital Stock of a Person that is a Restricted Subsidiary such that,
after giving effect thereto, such Person is no longer a Restricted Subsidiary, any Investment by the Parent Guarantor or any Restricted Subsidiary in such Person remaining after giving effect thereto will be deemed to be a new Investment at such
time. 
 For purposes of Section 3.3 and Section 3.19 hereof: 

(1)    “Investment” will include the portion (proportionate to the Parent Guarantor’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 of the Parent Guarantor 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 Parent Guarantor will be deemed to continue to have a permanent “Investment” in an Unrestricted
Subsidiary in an amount (if positive) equal to (a) the Parent Guarantor’s “Investment” in such Subsidiary at the time of such redesignation less (b) the portion (proportionate to the Parent Guarantor’s equity interest
in such Subsidiary) of the fair market value of the net assets (as determined by the Parent Guarantor) of such Subsidiary at the time that such Subsidiary is so re-designated a Restricted Subsidiary; and 

(2)    any property transferred to or from an Unrestricted Subsidiary will be valued at its fair market
value at the time of such transfer, in each case as determined by the Parent Guarantor. 

  
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 “Investment Grade Securities” means: 

(1)    securities issued or directly and fully Guaranteed or insured by the United States or Canadian
government or any agency or instrumentality thereof (other than Cash Equivalents); 
 (2)    securities
issued or directly and fully guaranteed or insured by a member of the European Union or the United Kingdom, or any agency or instrumentality thereof (other than Cash Equivalents); 

(3)    debt securities or debt instruments with a rating of
“A-” or higher from S&P or “A3” or higher by Moody’s or the equivalent of such rating by such rating organization or, if no rating of Moody’s or S&P then exists, the
equivalent of such rating by any other Nationally Recognized Statistical Ratings Organization, but excluding any debt securities or instruments constituting loans or advances among the Parent Guarantor and its Subsidiaries; and 

(4)    investments in any fund that invests exclusively in investments of the type described in
clauses (1), (2) and (3) above which fund may also hold cash and Cash Equivalents pending investment or distribution. 

“Investment Grade Status” shall occur when the Notes receive two of the following: 

(1)    a rating of “BBB-” or higher from S&P; 

(2)    a rating of “Baa3” or higher from Moody’s; or 

(3)    a rating of “BBB-” or higher from Fitch; 

or, if no rating of Moody’s, S&P or Fitch then exists, the equivalent of such rating by any other Nationally Recognized Statistical Ratings
Organization. 
 “Issue Date” means September 15, 2016. 

“Issuer” means BMC East, LLC, a North Carolina limited liability company. 

“Junior Lien Priority” means, relative to specified Indebtedness, having a junior Lien priority on specified Collateral and
the holders of which are subject to the ABL-Notes Intercreditor Agreement on a basis that is no more favorable than the provisions applicable to the holders of the ABL Obligations (in the case of Notes Collateral) or subject to intercreditor
agreements providing holders of such Indebtedness with Junior Lien Priority with substantially the same rights and obligations (or lesser rights and greater obligations) as the holders of the ABL Obligations (in the case of other Collateral) have
pursuant to the ABL-Notes Intercreditor Agreement as to the specified Collateral. 
 “Lien” means any mortgage, pledge,
security interest, encumbrance, lien, hypothecation or charge of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof); provided that in no event shall an operating lease to be deemed to
constitute a Lien. 
 “LTM EBITDA” means Consolidated EBITDA of the Parent Guarantor measured for the period of the most
recent four consecutive fiscal quarters ending prior to the date of such determination for which internal consolidated financial statements of the Parent Guarantor are available, in each case with such pro forma adjustments giving effect to such
Indebtedness, acquisition or Investment, as applicable, since the start of such four quarter period and as are consistent with the pro forma adjustments set forth in the definition of “Fixed Charge Coverage Ratio.” 

  
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 “Management Advances” means loans or advances made to, or Guarantees with
respect to loans or advances made to, directors, officers, employees, contractors or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members) of any Parent Entity, the Parent Guarantor or any Restricted
Subsidiary: 
 (1)    (a) in respect of travel, entertainment or moving related expenses Incurred in
the ordinary course of business or consistent with past practice or (b) for purposes of funding any such person’s purchase of Capital Stock (or similar obligations) of the Parent Guarantor, its Subsidiaries or any Parent Entity with (in
the case of this sub-clause (b)) the approval of the Board of Directors; 

(2)    in respect of moving related expenses Incurred in connection with any closing or consolidation of
any facility or office; or 
 (3)    not exceeding $15.0 million in the aggregate outstanding at any
time. 
 “Management Stockholders” means the members of management of the Parent Guarantor y (or any Parent Entity) or its
Subsidiaries who are holders of Capital Stock of the Parent Guarantor or of any Parent Entity on the Issue Date. 
 “Market
Capitalization” means an amount equal to (i) the total number of issued and outstanding shares of common Capital Stock of the Parent Guarantor or any Parent Entity on the date of the declaration of a Restricted Payment permitted pursuant
Section 3.3(b)(10) multiplied by (ii) the arithmetic mean of the closing prices per share of such common Capital Stock on the principal securities exchange on which such common Capital Stock are traded for the 30 consecutive trading days
immediately preceding the date of declaration of such Restricted Payment. 
 “Moody’s” means Moody’s Investors
Service, Inc. or any of its successors or assigns that is a Nationally Recognized Statistical Rating Organization. 
 “Nationally
Recognized Statistical Rating Organization” means a nationally recognized statistical rating organization within the meaning of Rule 436 under the Securities Act. 

“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 Taxes paid, reasonably estimated to be actually payable or accrued as a liability under GAAP (including, for the
avoidance of doubt, any income, withholding and other Taxes payable as a result of the distribution of such proceeds to the Parent Guarantor and after taking into account any available tax credits or deductions and any tax sharing agreements), as a
consequence of such Asset Disposition, including distributions for Related Taxes; 
 (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 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 (other than
any Parent Entity, the Parent Guarantor or any of its respective Subsidiaries) in Subsidiaries or joint ventures as a result of such Asset Disposition; 

(4)    the deduction of appropriate amounts required to be provided by the seller as a reserve, on the
basis of GAAP, against any liabilities associated with the assets disposed of in such Asset Disposition and retained by the Parent Guarantor or any Restricted Subsidiary after such Asset Disposition; and 

  
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 (5)    any funded escrow established pursuant to the
documents evidencing such sale or disposition to secure any indemnification obligations or adjustments to the purchase price associated with any 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 reasonably estimated to be actually payable as a result of such issuance or sale (including, for the avoidance of doubt, any income, withholding and other Taxes payable as a result of the distribution of such proceeds
to the Parent Guarantor and after taking into account any available tax credit or deductions and any tax sharing agreements, and including distributions for Related Taxes). 

“Non-Guarantor Subsidiary” means any Restricted Subsidiary of the Parent Guarantor that is not the Issuer or a Guarantor.

 “Non-U.S. Person” means a Person who is not a U.S. Person (as defined in Regulation S). 

“Note Documents” means the Notes (including Additional Notes), the Note Guarantees, the Security Documents, the ABL-Notes
Intercreditor Agreement, the Pari Passu Intercreditor Agreement and this Indenture. 
 “Noteholder Secured Parties” means
the Holders, the Trustee, the Notes Collateral Agent and the beneficiaries of each indemnification obligation undertaken by the Issuer or any Guarantor under this Indenture, the Notes or the Security Documents and the successors and assigns of each
of the foregoing. 
 “Notes Collateral” means the portion of the Collateral as to which the Notes and the Note Guarantees
have a first-priority security interest (subject to any Permitted Liens). 
 “Notes Collateral Agent” means Wilmington
Trust, National Association together with its successors and assigns. 
 “Obligations” means any principal, interest
(including Post-Petition Interest and fees accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Issuer or any Guarantor whether or not a claim for Post-Petition Interest or fees is allowed in such
proceedings), penalties, fees, indemnifications, reimbursements (including, without limitation, reimbursement obligations with respect to letters of credit and bankers’ acceptances), damages and other liabilities payable under the documentation
governing any Indebtedness. 
 “Offering Memorandum” means the final offering memorandum, dated September 8, 2016 relating
to the offering by the Issuer of $350.0 million principal amount of 5.50% Senior Secured Notes due 2024. 
 “Officer”
means, with respect to any Person, (a) the Chairman of the Board of Directors, the Chief Executive Officer, the President, the Chief Financial Officer, any Vice President, the Treasurer, any Managing Director, the Secretary or any Assistant
Secretary (1) of such Person or (2) if such Person is owned or managed by a single entity, of such entity, or (b) any other individual designated as an “Officer” for the purposes of this Indenture by the Board of Directors
of such Person. 
 “Officer’s Certificate” means, with respect to any Person, a certificate signed by one Officer of
such Person. 
 “Opinion of Counsel” means a written opinion from legal counsel that is reasonably satisfactory to the
Trustee. The counsel may be an employee of or counsel to the Parent Guarantor or its Subsidiaries. 
 “Other Pari Passu Lien
Obligations” means any Indebtedness or other Obligations (including Hedging Obligations) having Pari Passu Lien Priority relative to the Notes with respect to the Collateral; provided that an authorized representative of the holders
of such Indebtedness shall have executed a joinder to the Security Documents, the ABL-Notes Intercreditor Agreement and a joinder to the Pari Passu Intercreditor Agreement or the Pari Passu Intercreditor Agreement. 

  
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 “Parent Entity” means any direct or indirect parent of the Parent Guarantor.

 “Parent Entity Expenses” means: 

(1)    costs (including all professional fees and expenses) Incurred by any Parent Entity in connection
with reporting obligations under or otherwise Incurred in connection with compliance with applicable laws, rules or regulations of any governmental, regulatory or self-regulatory body or stock exchange, this Indenture or any other agreement or
instrument relating to the Notes, the Guarantees or any other Indebtedness of the Parent Guarantor or any Restricted Subsidiary, including in respect of any reports filed or delivered with respect to the Securities Act, Exchange Act or the
respective rules and regulations promulgated thereunder; 
 (2)    customary indemnification obligations
of any Parent Entity owing to directors, officers, employees or other Persons under its articles, charter, by-laws, partnership agreement or other organizational documents or pursuant to written agreements with any such Person to the extent relating
to the Parent Guarantor and its Subsidiaries; 
 (3)    obligations of any Parent Entity in respect of
director and officer insurance (including premiums therefor) to the extent relating to the Parent Guarantor and its Subsidiaries; 

(4)    (x) general corporate overhead expenses, including professional fees and expenses and
(y) other operational expenses of any Parent Entity related to the ownership or operation of the business of the Parent Guarantor or any of its Restricted Subsidiaries; 

(5)    expenses Incurred by any Parent Entity in connection with (i) any offering, sale, conversion or
exchange of Capital Stock or Indebtedness; and (ii) any related compensation paid to officers, directors and employees of any Parent Entity; and 

(6)    amounts to finance Investments that would otherwise be permitted to be made pursuant to Section
3.3 hereof if made by the Parent Guarantor; provided, that (A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment, (B) such direct or indirect parent company shall, immediately following
the closing thereof, cause (1) all property acquired (whether assets or Capital Stock) to be contributed to the capital of the Parent Guarantor or one of its Restricted Subsidiaries or (2) the merger, consolidation or amalgamation of the Person
formed or acquired into the Parent Guarantor or one of its Restricted Subsidiaries (to the extent not prohibited by Section 4.1 hereof) in order to consummate such Investment, (C) such direct or indirect parent company and its Affiliates
(other than the Parent Guarantor or a Restricted Subsidiary) receives no consideration or other payment in connection with such transaction except to the extent the Parent Guarantor or a Restricted Subsidiary could have given such consideration or
made such payment in compliance with this Indenture and such consideration or other payment is included as a Restricted Payment under this Indenture, (D) any property received by the Parent Guarantor shall not increase amounts available for
Restricted Payments pursuant to Section 3.3(a)(iii) and (E) such Investment shall be deemed to be made by the Parent Guarantor or such Restricted Subsidiary pursuant to another provision of this covenant or pursuant to the definition of
“Permitted Investment.” 
 “Parent Guarantor” means BMC Stock Holdings, Inc., a Delaware corporation. 

“Pari Passu Indebtedness” means Indebtedness of the Parent Guarantor which ranks equally in right of payment to the Notes or
of any Guarantor if such Indebtedness ranks equally in right of payment to the Guarantees of the Notes. 
 “Pari Passu Intercreditor
Agreement” means an intercreditor agreement substantially in the form attached as Exhibit C to this Indenture. 

  
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 “Pari Passu Lien Priority” means, relative to specified Indebtedness, having
equal Lien priority on specified Collateral and the holders of which are subject to a Pari Passu Intercreditor Agreement or, in the case of ABL Obligations, the ABL-Notes Intercreditor Agreement. 

“Paying Agent” means any Person authorized by the Issuer to pay the principal of (and premium, if any) or interest on any
Note on behalf of the Issuer. 
 “Permitted Asset Swap” means the concurrent purchase and sale or exchange of assets used
or useful in a Similar Business or a combination of such assets and cash, Cash Equivalents between the Parent Guarantor or any of its Restricted Subsidiaries and another Person; provided that any cash or Cash Equivalents received in excess of
the value of any cash or Cash Equivalents sold or exchanged must be applied in accordance with Section 3.5 hereof. 

“Permitted Holders” means, collectively, (a) any one or more Persons, together with such Persons’ Affiliates, whose
beneficial ownership constitutes or results in a Change of Control in respect of which a Change of Control Offer is made in accordance with the requirements of this Indenture, (b) the Management Stockholders, (c) any Person who is acting
solely as an underwriter in connection with a public or private offering of Capital Stock of any Parent Entity or the Parent Guarantor, acting in such capacity and (d) any group (within the meaning of Section 13(d)(3) or
Section 14(d)(2) of the Exchange Act or any successor provision) of which any of the foregoing are members; provided that, in the case of such group and without giving effect to the existence of such group or any other group, Persons
referred to in clauses (a) through (c), collectively, have beneficial ownership of more than 50.0% of the total voting power of the Voting Stock of the Parent Guarantor or any Parent Entity held by such group. 

“Permitted Investment” means (in each case, by the Parent Guarantor or any of its Restricted Subsidiaries): 

(1)    Investments in (a) a Restricted Subsidiary (including the Capital Stock of a Restricted
Subsidiary) or the Parent Guarantor or (b) a Person (including the Capital Stock of any such Person) that will, upon the making of such Investment, become a Restricted Subsidiary; 

(2)    Investments in another Person if such Person is engaged in any Similar Business and as a result of
such Investment such other Person is merged, amalgamated, consolidated or otherwise combined with or into, or transfers or conveys all or substantially all its assets to, the Parent Guarantor or a Restricted Subsidiary; 

(3)    Investments in cash, Cash Equivalents or Investment Grade Securities; 

(4)    Investments in receivables owing to the Parent Guarantor or any Restricted Subsidiary created or
acquired in the ordinary course of business or consistent with past practice; 
 (5)    Investments in
payroll, travel 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 or consistent with past practice;

 (6)    Management Advances; 

(7)    Investments received in settlement of debts created in the ordinary course of business or consistent
with past practice and owing to the Parent Guarantor or any Restricted Subsidiary or in exchange for any other Investment or accounts receivable held by the Parent Guarantor or any such Restricted Subsidiary, or as a result of foreclosure,
perfection or enforcement of any Lien, or in satisfaction of judgments or pursuant to any plan of reorganization or similar arrangement including upon the bankruptcy or insolvency of a debtor or otherwise with respect to any secured Investment or
other transfer of title with respect to any secured Investment in default; 
 (8)    Investments made as
a result of the receipt of non-cash consideration from a sale or other disposition of property or assets, including an Asset Disposition; 

  
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 (9)    Investments existing or pursuant to agreements or
arrangements in effect on the Issue Date and any modification, replacement, renewal or extension thereof; provided that the amount of any such Investment may not be increased except (a) as required by the terms of such Investment as in
existence on the Issue Date or (b) as otherwise permitted under this Indenture; 
 (10)    Hedging
Obligations, which transactions or obligations are Incurred in compliance with Section 3.2 hereof; 

(11)    endorsements for collection or deposit, prepaid expenses, negotiable instruments held for
collection and pledges or deposits with respect to leases, utilities or workers’ compensation provided to third parties in the ordinary course of business or Liens otherwise described in the definition of “Permitted Liens” or made in
connection with Liens permitted under Section 3.6 hereof; 
 (12)    any
Investment to the extent made using Capital Stock of the Parent Guarantor (other than Disqualified Stock) or Capital Stock of any Parent Entity as consideration; 

(13)    any transaction to the extent constituting an Investment that is permitted and made in accordance
with Section 3.8(b) hereof (except those described in Sections 3.8(b)(1), (3), (6), (7), (8), (9), (12) and (14)); 

(14)    Investments consisting of purchases and acquisitions of inventory, supplies, materials and
equipment or licenses or leases of intellectual property, in any case, in the ordinary course of business and in accordance with this Indenture; 

(15)    (i) Guarantees of Indebtedness not prohibited by Section 3.2 hereof
and (other than with respect to Indebtedness) guarantees, keepwells and similar arrangements in the ordinary course of business and (ii) performance guarantees with respect to obligations that are permitted by this Indenture; 

(16)    Investments consisting of earnest money deposits required in connection with a purchase agreement,
or letter of intent, or other acquisitions to the extent not otherwise prohibited by this Indenture; 

(17)    Investments of a Restricted Subsidiary acquired after the Issue Date or of an entity merged or
amalgamated into the Parent Guarantor or merged or amalgamated into or consolidated with a Restricted Subsidiary after the Issue Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition,
merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger, amalgamation or consolidation; 

(18)    Investments consisting of licensing or contribution of intellectual property pursuant to joint
marketing arrangements with other Persons; 
 (19)    contributions to a “rabbi” trust for the
benefit of employees or other grantor trust subject to claims of creditors in the case of a bankruptcy of the Parent Guarantor; 

(20)    Investments in joint ventures and similar entities and Unrestricted Subsidiaries having an
aggregate fair market value, when taken together with all other Investments made pursuant to this clause that are at the time outstanding, not to exceed the greater of $50.0 million and 25.0% of LTM EBITDA at the time of such Investment (with the
fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value), plus the amount of any returns (including dividends, payments, interest, distributions, returns of principal, profits on
sale, repayments, income and similar amounts) in respect of such Investments (without duplication for purposes of Section 3.3 of any amounts applied pursuant to Section 3.3(a)(4)(iii)) with the fair market value of each Investment being measured at
the time made and without giving effect to subsequent changes in value; provided, however, that if any Investment pursuant to this clause is made in any Person that is not the Parent Guarantor or a Restricted Subsidiary at the date of
the making of such Investment and such person becomes the Parent Guarantor or a Restricted Subsidiary after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) or (2) above and shall cease to have been made
pursuant to this clause for so long as such Person continues to be the Parent Guarantor or a Restricted Subsidiary; 

  
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 (21)    additional Investments having an aggregate fair
market value, taken together with all other Investments made pursuant to this clause (21) that are at that time outstanding, not to exceed the greater of $100.0 million and 50.0% of LTM EBITDA (with the fair market value of each Investment being
measured at the time made and without giving effect to subsequent changes in value), plus the amount of any returns (including dividends, payments, interest, distributions, returns of principal, profits on sale, repayments, income and similar
amounts) in respect of such Investments (without duplication for purposes of Section 3.3 of any amounts applied pursuant to Section 3.3(a)(4)(iii)) with the fair market value of each Investment being measured at the time made and without giving
effect to subsequent changes in value; provided, however, that if any Investment pursuant to this clause is made in any Person that is not the Parent Guarantor or a Restricted Subsidiary at the date of the making of such Investment and
such person becomes the Parent Guarantor or a Restricted Subsidiary after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) or (2) above and shall cease to have been made pursuant for so long as such
Person continues to be the Parent Guarantor or a Restricted Subsidiary; 
 (22)    any Investment in a
Similar Business having an aggregate fair market value, taken together with all other Investments made pursuant to this clause that are at that time outstanding, not to exceed the greater of $50.0 million and 25.0% of LTM EBITDA (with the fair
market value of each Investment being measured at the time made and without giving effect to subsequent changes in value), plus the amount of any returns (including dividends, payments, interest, distributions, returns of principal, profits on sale,
repayments, income and similar amounts) in respect of such Investments (without duplication for purposes of Section 3.3 of any amounts applied pursuant to Section 3.3(a)(4)(iii)) with the fair market value of each Investment being measured at the
time made and without giving effect to subsequent changes in value; provided, however, that if any Investment pursuant to this clause is made in any Person that is not the Parent Guarantor or a Restricted Subsidiary at the date of the
making of such Investment and such person becomes the Parent Guarantor or a Restricted Subsidiary after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) or (2) above and shall cease to have been made
pursuant to this clause for so long as such Person continues to be the Parent Guarantor or a Restricted Subsidiary; 

(23)    Investments relating to a Receivables Subsidiary that, in the good faith determination of the
Parent Guarantor, are necessary or advisable to effect any Receivables Facility or any repurchase in connection therewith; 

(24)    Investments in connection with the Acquisition Transactions; 

(25)    repurchases of Notes; 

(26)    Investments by an Unrestricted Subsidiary entered into prior to the day such Unrestricted
Subsidiary is redesignated as a Restricted Subsidiary as described under Section 3.19; and 
 (27)
    guaranty and indemnification obligations arising in connection with surety bonds issued in the ordinary course of business; 

(28)     Investments consisting of purchases and acquisitions of assets or services in the ordinary course
of business or consistent with past practice; and 
 (29)    transactions entered into in order to
consummate a Permitted Tax Restructuring. 
 “Permitted Liens” means, with respect to any Person: 

(1)    Liens on assets or property of a Restricted Subsidiary that is not a Guarantor securing Indebtedness
of any Restricted Subsidiary that is not a Guarantor; 

  
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 (2)    pledges, deposits or Liens under workmen’s
compensation laws, payroll taxes, unemployment insurance laws, social security laws or similar legislation, or insurance related obligations (including pledges or deposits securing liability to insurance carriers under insurance or self-insurance arrangements), or in connection with bids, tenders, completion guarantees, contracts (other than for borrowed money) or leases, or to secure utilities, licenses, public or statutory obligations, or to
secure the performance of bids, trade contracts, government contracts and leases, statutory obligations, surety, stay, indemnity, judgment, customs, appeal or performance bonds, return-of-money bonds, bankers’ acceptance facilities (or other
similar bonds, instruments or obligations), obligations in respect of letters of credit, bank guarantees or similar instruments that have been posted to support the same or as security for contested taxes or import or customs duties or for the
payment of rent, or other obligations of like nature, in each case Incurred in the ordinary course of business; 

(3)    Liens with respect to outstanding motor vehicle fines and Liens imposed by law, including
carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s, construction contractors’ or other like Liens, in each case for sums not yet overdue for a period of more than 60 days or that are
bonded or being contested in good faith by appropriate proceedings; 
 (4)    Liens for Taxes,
assessments or governmental charges which are not overdue for a period of more than 60 days or which are being contested in good faith by appropriate proceedings diligently conducted; provided that appropriate reserves required pursuant to
GAAP (or other applicable accounting principles) have been made in respect thereof; 

(5)    encumbrances, charges, ground leases, easements (including reciprocal easement agreements), survey
exceptions, restrictions, encroachments, protrusions, by-law, regulation, zoning restrictions 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 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 the Parent Guarantor and its Restricted
Subsidiaries or to the ownership of their properties, including servicing agreements, development agreements, site plan agreements, subdivision agreements, facilities sharing agreements, cost sharing agreement and other agreements, 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 the Parent Guarantor and its Restricted Subsidiaries; 

(6) Liens (a) on assets or property of the Parent Guarantor or any Restricted Subsidiary securing Hedging Obligations or Cash
Management Services permitted under this Indenture; (b) that are contractual rights of set-off or, in the case of clause (i) or (ii) below, other bankers’ Liens (i) relating to treasury, depository and cash management services or any automated
clearing house transfers of funds in the ordinary course of business and not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred
in the ordinary course of business of the Parent Guarantor or any Subsidiary or (iii) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor or any Restricted Subsidiary in the ordinary course of
business; (c) on cash accounts securing Indebtedness incurred under Section 3.2(b)(8)(v) with financial institutions; (d) encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading
accounts or other brokerage accounts incurred in the ordinary course of business, consistent with past practice and not for speculative purposes; and/or (e) (i) of a collection bank arising under Section 4-210 of the UCC on items in the course of
collection and (ii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) arising in the ordinary course of business in connection with the maintenance of such accounts and (iii) arising
under customary general terms of the account bank in relation to any bank account maintained with such bank and attaching only to such account and the products and proceeds thereof, which Liens, in any event, do not secure any Indebtedness; 

(7) leases, licenses, subleases and sublicenses of assets (including real property and intellectual property rights), in each
case entered into in the ordinary course of business or consistent with past practice; 

  
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 (8) Liens securing or otherwise arising out of judgments, decrees, attachments,
orders or awards not giving rise to an Event of Default so long as (a) any appropriate legal proceedings which may have been duly initiated for the review of such judgment, decree, order or award have not been finally terminated, (b) the
period within which such proceedings may be initiated has not expired or (c) no more than 60 days have passed after (i) such judgment, decree, order or award has become final or (ii) such period within which such proceedings may be
initiated has expired; 
 (9) Liens (i) on assets or property of the Parent Guarantor or any Restricted Subsidiary for the
purpose of securing Capitalized Lease Obligations or Purchase Money Obligations, or securing the payment of all or a part of the purchase price of, or securing other Indebtedness Incurred to finance or refinance 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 (b) any such Liens may not extend to any assets or property of the Parent Guarantor or any Restricted Subsidiary other than assets or property acquired, improved, constructed or leased with the proceeds of such Indebtedness and any improvements
or accessions to such assets and property and (ii) on any interest or title of a lessor under any Capitalized Lease Obligations or operating lease; 

(10) Liens perfected or evidenced by UCC financing statement filings, including precautionary UCC financing statements (or
similar filings in other applicable jurisdictions) regarding operating leases entered into by the Parent Guarantor and its Restricted Subsidiaries in the ordinary course of business; 

(11) Liens existing on the Issue Date, including Liens securing the Notes issued on the Issue Date, but excluding Liens
securing the ABL Credit Agreement; 
 (12) Liens on property, other assets or shares of stock of a Person at the time such
Person becomes a Restricted Subsidiary (or at the time the Parent Guarantor or a Restricted Subsidiary acquires such property, other assets or shares of stock, including any acquisition by means of a merger, amalgamation, consolidation or other
business combination transaction with or into the Parent Guarantor or any Restricted Subsidiary); provided, however, that such Liens are not created, Incurred or assumed in anticipation of or in connection with such other Person becoming a
Restricted Subsidiary (or such acquisition of such property, other assets or stock); provided, further, that such Liens are limited to all or part of the same property, other assets or stock (plus improvements, accession, proceeds or dividends or
distributions in connection with the original property, other assets or stock) that secured (or, under the written arrangements under which such Liens arose, could secure) the obligations to which such Liens relate; 

(13) Liens on assets or property of the Parent Guarantor or any Restricted Subsidiary securing Indebtedness or other
obligations of the Parent Guarantor or such Restricted Subsidiary owing to the Parent Guarantor or another Restricted Subsidiary, or Liens in favor of the Parent Guarantor or any Restricted Subsidiary; 

(14) Liens securing Refinancing Indebtedness Incurred to refinance Indebtedness that was previously so secured, and permitted
to be secured under this Indenture; 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 or could be the security for or subject to a Permitted Lien hereunder; 

(15) (a) mortgages, liens, security interests, restrictions, encumbrances or any other matters of record that have been placed
by any government, statutory or regulatory authority, developer, landlord or other third party on property over which the Parent Guarantor or any Restricted Subsidiary of the Parent Guarantor has easement rights or on any leased property and
subordination or similar arrangements relating thereto and (b) any condemnation or eminent domain proceedings affecting any real property; 

(16) any encumbrance or restriction (including put and call arrangements) with respect to Capital Stock of any joint venture or
similar arrangement pursuant to any joint venture or similar agreement; 

  
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 (17) Liens on property or assets under construction (and related rights) in favor
of a contractor or developer or arising from progress or partial payments by a third party relating to such property or assets; 

(18) Liens arising out of conditional sale, title retention, hire purchase, consignment or similar arrangements for the sale of
goods entered into in the ordinary course of business; 
 (19) Liens securing Indebtedness permitted to be Incurred pursuant
to Section 3.2(b)(1) (provided that (a) in the case of subclause (X) thereof, such Liens, in the case of subclause (X)(I)(b)(i), shall have Pari Passu Lien Priority or, in the case of subclause (X)(I)(b)(ii), if such debt is secured by a Lien
on Collateral, such Lien shall have Junior Lien Priority in respect of the Collateral relative to the Notes and (b) in the case of subclause (Y) thereof, such Liens shall have Pari Passu Lien Priority in respect of the ABL Collateral relative to the
ABL Obligations and Junior Lien Priority in respect of the Notes Collateral relative to the Notes), (4)(i), (14) or (19) (provided that, in the case of Section 3.2(b)(19), such Liens are limited to all or part of the equipment acquired with
the proceeds of such Indebtedness); 
 (20) Liens to secure Indebtedness permitted by Section 3.2(b)(5); provided that
such Liens shall only be permitted if (x) such Liens are limited to all or part of the same property or assets, including Capital Stock (plus improvements, accessions, proceeds or dividends or distributions in respect thereof, or replacements of any
thereof) acquired, or of any Person acquired or merged, consolidated or amalgamated with or into the Parent Guarantor or any Restricted Subsidiary, in any transaction to which such Indebtedness relates or (y) on the date of the Incurrence of such
Indebtedness after giving effect to such Incurrence, (A) the Consolidated First Lien Leverage Ratio would equal or be less than the Consolidated First Lien Leverage Ratio immediately prior to giving effect thereto, in which case such Liens shall
have Pari Passu Lien Priority in respect of the Collateral relative to the Notes or (B) the Consolidated Secured Leverage Ratio would equal or be less than the Consolidated Secured Leverage Ratio immediately prior to giving effect thereto, in which
case such Liens shall have Junior Lien Priority in respect of the Collateral relative to the Notes; 
 (21) Liens Incurred to
secure Obligations in respect of any Indebtedness permitted by Section 3.2(b)(7); 
 (22) Liens to secure Indebtedness of any
Non-Guarantor covering only the assets of such Subsidiary; 
 (23) Liens on Capital Stock or other securities or assets of
any Unrestricted Subsidiary that secure Indebtedness of such Unrestricted Subsidiary; 
 (24) any security granted over the
marketable securities portfolio described in clause (19) of the definition of “Cash Equivalents” in connection with the disposal thereof to a third party; 

(25) Liens on (i) goods the purchase price of which is financed by a documentary letter of credit issued for the account of the
Parent Guarantor or any Restricted Subsidiary or Liens on bills of lading, drafts or other documents of title arising by operation of law or pursuant to the standard terms of agreements relating to letters of credit, bank guarantees and other
similar instruments and (ii) specific items of inventory of other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the
purchase, shipment or storage of such inventory or other goods; 
 (26) Liens on equipment of the Parent Guarantor or any
Restricted Subsidiary and located on the premises of any client or supplier in the ordinary course of business; 
 (27) Liens
on assets or securities deemed to arise in connection with and solely as a result of the execution, delivery or performance of contracts to sell such assets or securities if such sale is otherwise permitted by this Indenture; 

  
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 (28) Liens arising by operation of law or contract on insurance policies and the
proceeds thereof to secure premiums thereunder, and Liens, pledges and deposits in the ordinary course of business securing liability for premiums or reimbursement or indemnification obligations of (including obligations in respect of letters of
credit or bank guarantees for the benefits of) insurance carriers; 
 (29) Liens solely on any cash earnest money deposits
made in connection with any letter of intent or purchase agreement permitted under this Indenture; 
 (30) Liens (i) on cash
advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Permitted Investments to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to sell any property in an
asset sale permitted under Section 3.5, in each case, solely to the extent such Investment or asset sale, as the case may be, would have been permitted on the date of the creation of such Lien; 

(31) Liens securing Indebtedness and other obligations in an aggregate principal amount not to exceed the greater of $50.0
million and 25.0% of LTM EBITDA at any one time outstanding; 
 (32) Liens then existing with respect to assets of an
Unrestricted Subsidiary on the day such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary pursuant to Section 3.19; 

(33) Liens Incurred to secure Obligations in respect of any Indebtedness permitted to be Incurred pursuant to the covenant
described under Section 3.2; provided that with respect to liens securing obligations permitted under this clause, at the time of Incurrence and after giving pro forma effect thereto, (a) the Consolidated First Lien
Leverage Ratio would be no greater than 4.00 to 1.00, in which case such Liens may have Pari Passu Lien Priority in respect of the Collateral relative to the Notes or (b) the Consolidated Secured Leverage Ratio would be no greater than 5.00 to 1.00,
in which case such Liens may either (i) be over assets or property of the Parent Guarantor or any Restricted Subsidiary other than the Collateral or (ii) have Junior Lien Priority in respect of the Collateral relative to the Notes; 

(34) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 3.2 provided that
such Liens do not extend to any assets other than those that are the subject of such repurchase agreement; 
 (35) Liens on
accounts receivable and related assets incurred in connection with a Receivables Facility; 
 (36) Settlement Liens; 

(37) rights of recapture of unused real property in favor of the seller of such property set forth in customary purchase
agreements and related arrangements with any government, statutory or regulatory authority; 
 (38) the rights reserved
to or vested in any Person or government, statutory or regulatory authority by the terms of any lease, license, franchise, grant or permit held by the Parent Guarantor or any Restricted Subsidiary or by a statutory provision, to terminate any such
lease, license, franchise, grant or permit, or to require annual or periodic payments as a condition to the continuance thereof; 

(39) restrictive covenants affecting the use to which real property may be put; 

(40) Liens or covenants restricting or prohibiting access to or from lands abutting on controlled access highways or covenants
affecting the use to which lands may be put; provided that such Liens or covenants do not interfere with the ordinary conduct of the business of the Parent Guarantor or any Restricted Subsidiary; 

  
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 (41) agreements to subordinate any interest of the Parent Guarantor or any
Restricted Subsidiary in any accounts receivable or other proceeds arising from inventory consigned by the Parent Guarantor or any Restricted Subsidiary pursuant to an agreement entered into in the ordinary course of business; or 

(42) Liens arising in connection with any Permitted Tax Restructuring. 

In the event that a Permitted Lien meets the criteria of more than one of the types of Permitted Liens (at the time of incurrence or at a
later date), the Parent Guarantor in its sole discretion may divide, classify or from time to time reclassify all or any portion of such Permitted Lien in any manner that complies with Section 3.6 hereof and such Permitted Lien shall be
treated as having been made pursuant only to the clause or clauses of the definition of “Permitted Lien” to which such Permitted Lien has been classified or reclassified. 

“Permitted Tax Distribution” means: 

(a)    if and for so long as the Parent Guarantor is a member of a group filing a consolidated or combined
tax return with any Parent Entity, any dividends or other distributions to fund any income Taxes for which such Parent Entity is liable up to an amount not to exceed with respect to such Taxes the amount of any such Taxes that the Parent Guarantor
and its Subsidiaries would have been required to pay on a separate company basis or on a consolidated basis calculated as if the Parent Guarantor and its Subsidiaries had paid Tax on a consolidated, combined, group, affiliated or unitary basis on
behalf of an affiliated group consisting only of the Parent Guarantor and its Subsidiaries; and 

(b)    for any taxable year (or portion thereof) ending after the Issue Date for which the Parent Guarantor
is treated as a disregarded entity, partnership, or other flow-through entity for federal, state, provincial, territorial, and/or local income Tax purposes, the payment of dividends or other distributions to the Parent Guarantor’s direct
owner(s) to fund the income Tax liability of such owner(s) (or, if a direct owner is a pass-through entity, of the indirect owner(s)) for such taxable year (or portion thereof) attributable to the operations and activities of the Parent Guarantor
and its direct and indirect Subsidiaries, in an aggregate amount not the exceed the product of (x) the highest combined marginal federal and applicable state, provincial, territorial, and/or local statutory income Tax rate (after taking into
account the deductibility of U.S. state and local income Tax for U.S. federal income Tax purposes) and (y) the taxable income of the Parent Guarantor for such taxable year (or portion thereof). 

“Permitted Tax Restructuring” means any reorganizations and other activities related to tax planning and tax reorganization
(as determined by the Parent Guarantor in good faith) entered into prior to, on or after the Issue Date so long as such Permitted Tax Restructuring is not materially adverse to the beneficial owners of the Notes. 

“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. 

“Post-Petition Interest” means any interest or entitlement to fees or expenses or other charges that accrue after the
commencement of any bankruptcy or insolvency proceeding, whether or not allowed or allowable as a claim in any such bankruptcy or insolvency proceeding. 

“Predecessor Note” of any particular Note means every previous Note evidencing all or a portion of the same debt as that
evidenced by such particular Note; and, for the purposes of this definition, any Note authenticated and delivered under Section 2.8 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Note shall be deemed
to evidence the same debt as the mutilated, destroyed, lost or stolen Note. 
 “Preferred Stock,” as applied to the Capital
Stock of any Person, 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 Person,
over shares of Capital Stock of any other class of such Person. 

  
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 “Purchase Money Obligations” means any Indebtedness Incurred to finance or
refinance the acquisition, leasing, construction or improvement of property (real or personal) or assets (including Capital Stock), and whether acquired through the direct acquisition of such property or assets or the acquisition of the Capital
Stock of any Person owning such property or assets, or otherwise. 
 “QIB” means any “qualified institutional
buyer” as such term is defined in Rule 144A. 
 “Receivables Facility” means any of one or more receivables financing
facilities as amended, supplemented, modified, extended, renewed, restated or refunded from time to time, the Obligations of which are non-recourse (except for customary representations, warranties, covenants and indemnities made in connection with
such facilities) to the Parent Guarantor or any of its Restricted Subsidiaries (other than a Receivables Subsidiary) pursuant to which the Parent Guarantor or any of its Restricted Subsidiaries sells its accounts receivable to either (a) a Person
that is not a Restricted Subsidiary or (b) a Receivables Subsidiary that in turn sells its accounts receivable to a Person that is not a Restricted Subsidiary. 

“Receivables Fees” means distributions or payments made directly or by means of discounts with respect to any accounts
receivable or participation interest therein issued or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Receivables Facility. 

“Receivables Subsidiary” means any Subsidiary formed for the purpose of, and that solely engages only in one or more
Receivables Facilities and other activities reasonably related thereto. 
 “Refinance” means refinance, refund, replace,
renew, repay, modify, restate, defer, substitute, supplement, reissue, resell, extend or increase (including pursuant to any defeasance or discharge mechanism) and the terms “refinances,” “refinanced” and
“refinancing” as used for any purpose in this Indenture shall have a correlative meaning. 
 “Refinancing
Indebtedness” means Indebtedness that is Incurred to refund, refinance, replace, exchange, renew, repay or extend (including pursuant to any defeasance or discharge mechanism) any Indebtedness existing on the Issue Date or Incurred in
compliance with this Indenture (including Indebtedness of the Parent Guarantor that refinances Indebtedness of any Restricted Subsidiary and Indebtedness of any Restricted Subsidiary that refinances Indebtedness of the Parent Guarantor or another
Restricted Subsidiary) including Indebtedness that refinances Refinancing Indebtedness; provided, however, that: 

(1)    (a) such Refinancing Indebtedness has a Weighted Average Life to Maturity at the time such
Refinancing Indebtedness is Incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock being refunded or refinanced; and (b) to the extent such Refinancing
Indebtedness refinances Subordinated Indebtedness, Disqualified Stock or Preferred Stock, such Refinancing Indebtedness is Subordinated Indebtedness, Disqualified Stock or Preferred Stock, respectively, and, in the case of Subordinated Indebtedness,
is subordinated to the Notes on terms at least as favorable to the Holders as those contained in the documentation governing the Indebtedness being refinanced; 

(2)    Refinancing Indebtedness shall not include: 

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

(ii)    Indebtedness, Disqualified Stock or Preferred Stock of the Parent Guarantor or a Restricted
Subsidiary that refinances Indebtedness, Disqualified Stock or Preferred Stock of an Unrestricted Subsidiary; and 

(3)    such Refinancing Indebtedness has an aggregate principal amount (or if Incurred with original issue discount, an
aggregate issue price) that is equal to or less than the aggregate principal amount (or if Incurred with original issue discount, the aggregate accreted value) then outstanding (plus fees and expenses, including any premium and defeasance costs)
under the Indebtedness being Refinanced. 

  
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 Refinancing Indebtedness in respect of any Credit Facility or any other Indebtedness may be
Incurred from time to time after the termination, discharge or repayment of any such Credit Facility or other Indebtedness. 

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

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

“Related Taxes” means: 

(1)    any Taxes, including sales, use, transfer, rental, ad valorem, value added, stamp, property,
consumption, franchise, license, capital, registration, business, customs, net worth, gross receipts, excise, occupancy, intangibles or similar Taxes and other similar fees and expenses (other than (x) Taxes measured by income and
(y) withholding Taxes), required to be paid (provided such Taxes are in fact paid) by any Parent Entity by virtue of its: 

(a)    being organized or having Capital Stock outstanding (but not by virtue of owning stock or other
equity interests of any corporation or other entity other than, directly or indirectly, the Parent Guarantor or any of the Parent Guarantor’s Subsidiaries) or otherwise maintain its existence or good standing under applicable law; 

(b)    being a holding company parent, directly or indirectly, of the Parent Guarantor or any of the Parent
Guarantor’s Subsidiaries; 
 (c)    receiving dividends from or other distributions in respect of
the Capital Stock of, directly or indirectly, the Parent Guarantor or any of the Parent Guarantor’s Subsidiaries; or 

(d)    having made any payment in respect to any of the items for which the Parent Guarantor is permitted
to make payments to any Parent Entity pursuant to Section 3.3; or 
 (2)    any Permitted Tax
Distribution.
 “Reserved Indebtedness Amount” has the meaning set forth in Section 3.2. 

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

“Restricted Notes” means Initial Notes and Additional Notes bearing one of the restricted legends described in Section
2.1(d). 
 “Restricted Notes Legend” means the legend set forth in Section 2.1(d)(1). 

“Restricted Subsidiary” means any Subsidiary of the Parent Guarantor other than an Unrestricted Subsidiary. 

“Reversion Date” means, during any period of time during which the Company and the Restricted Subsidiaries are not subject to
Sections 3.2, 3.3, 3.4, 3.5, 3.7, 3.8, 4.1(a)(3) and 4.1(f)(3)(iv) (collectively, the “Suspended Covenants”) as a result of a Covenant Suspension, the date on which the
Notes cease to have Investment Grade Status, and after which date the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended and such Suspended Covenants will be applicable 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). 

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

  
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 “S&P” means Standard & Poor’s Investors Ratings Services or any of
its successors or assigns that is a Nationally Recognized Statistical Rating Organization. 
 “Sale and Leaseback
Transaction” means any arrangement providing for the leasing by the Parent Guarantor or any of its Restricted Subsidiaries of any real or tangible personal property, which property has been or is to be sold or transferred by the Parent
Guarantor or such Restricted Subsidiary to a third Person in contemplation of such leasing. 
 “SEC” means the U.S.
Securities and Exchange Commission or any successor thereto. 
 “Secured Hedge Agreement” means any agreement with respect
to Hedging Obligations that (a) is entered into by the Parent Guarantor and any Person that, at the time such Person entered into such Hedge Agreement, was an agent or lender under the ABL Credit Agreement and (b) is secured by the ABL Collateral
pursuant to the loan documentation relating to the ABL Credit Agreement. 
 “Secured Indebtedness” means any Indebtedness
secured by a Lien. 
 “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the
SEC promulgated thereunder, as amended. 
 “Security Documents” means, collectively, any security agreements, hypotecs,
intellectual property security agreements, mortgages, collateral assignments, security agreement supplements, pledge agreements, bond or any similar agreements, guarantees and each of the other agreements, instruments or documents that creates or
purports to create a Lien or guarantee in favor of the Notes Collateral Agent for its benefit and the benefit of the Trustee and the Holders of the Notes in all or any portion of the Collateral, as amended, extended, renewed, restated, refunded,
replaced, refinanced, supplemented, modified or otherwise changed from time to time. 
 “Settlement” means the transfer of
cash or other property with respect to any credit or debit card charge, check or other instrument, electronic funds transfer, or other type of paper-based or electronic payment, transfer, or charge transaction for which a Person acts as a processor,
remitter, funds recipient or funds transmitter in the ordinary course of its business. 
 “Settlement Asset” means any
cash, receivable or other property, including a Settlement Receivable, due or conveyed to a Person in consideration for a Settlement made or arranged, or to be made or arranged, by such Person or an Affiliate of such Person. 

“Settlement Indebtedness” means any payment or reimbursement obligation in respect of a Settlement Payment. 

“Settlement Lien” means any Lien relating to any Settlement or Settlement Indebtedness (and may include, for the avoidance of
doubt, the grant of a Lien in or other assignment of a Settlement Asset in consideration of a Settlement Payment, Liens securing intraday and overnight overdraft and automated clearing house exposure, and similar Liens). 

“Settlement Payment” means the transfer, or contractual undertaking (including by automated clearing house transaction) to
effect a transfer, of cash or other property to effect a Settlement. 
 “Settlement Receivable” means any general
intangible, payment intangible, or instrument representing or reflecting an obligation to make payments to or for the benefit of a Person in consideration for a Settlement made or arranged, or to be made or arranged, by such Person. 

“Significant Subsidiary” means any Restricted Subsidiary that would be a “significant subsidiary” as defined in
Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the Issue Date. 

  
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 “Similar Business” means (a) any businesses, services or activities engaged
in by the Parent Guarantor or any of its Subsidiaries or any Associates on the Issue Date and (b) any businesses, services and activities engaged in by the Parent Guarantor or any of its Subsidiaries or any Associates that are related,
complementary, incidental, ancillary or similar to any of the foregoing or are extensions or developments of any thereof. 
 “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 Indebtedness” means, with respect to any person, any Indebtedness (whether outstanding on the Issue Date or
thereafter Incurred) which is expressly subordinated in right of payment to the Notes pursuant to a written agreement. 

“Subsidiary” means, with respect to any Person: 

(1)    any corporation, association, or other business entity (other than a partnership, joint venture,
limited liability company or similar entity) of which more than 50.0% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees
thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof; or 

(2)    any partnership, joint venture, limited liability company or similar entity of which: 

(a)    more than 50.0% of the capital accounts, distribution rights, total equity and voting interests or
general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general,
special or limited partnership interests or otherwise; and 
 (b)    such Person or any Subsidiary of
such Person is a controlling general partner or otherwise controls such entity. 
 “Subsidiary Guarantor” means a Guarantor
that is a Subsidiary of the Parent Guarantor. 
 “Successor ABL Collateral Agent” means, in the event that the ABL Credit
Agreement is no longer outstanding, the “ABL Collateral Agent” (or other collateral agent, representative or trustee) designated pursuant to the terms of the documentation relating to the ABL Obligations. 

“Taxes” means all present and future taxes, levies, imposts, deductions, charges, duties and withholdings and any charges of
a similar nature (including interest, penalties and other liabilities with respect thereto) that are imposed by any government or other taxing authority. 

“TIA” means the Trust Indenture Act of 1939, as amended. 

“Total Assets” means, as of any date, the total consolidated assets of the Parent Guarantor and its Restricted Subsidiaries
on a consolidated basis, as shown on the most recent consolidated balance sheet of the Parent Guarantor and its Restricted Subsidiaries, determined on a pro forma basis in a manner consistent with the pro forma basis contained in the
definition of “Fixed Charge Coverage Ratio.” 
 “Transactions” means the issuance of the Notes, the redemption of
all of the Parent Guarantor’s outstanding 9.0% Senior Secured Notes due 2018 and, if applicable, the satisfaction and discharge thereof, and other related transactions and use of proceeds, in each case, as described in the Offering Memorandum.


  
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 “Trust Officer” means, when used with respect to the Trustee, any officer within
the corporate trust department of the Trustee, including any vice president, assistant vice president, 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 relating to this Indenture is referred because of such Person’s knowledge of and familiarity with the particular subject and
who, in each case, shall have direct responsibility for the administration of this Indenture and when used with respect to the Notes Collateral Agent, any officer within the corporate trust department of the Notes Collateral Agent, including any
vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Notes Collateral Agent 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 relating to this Indenture and the Collateral Documents is referred because of such Person’s knowledge of and familiarity with the particular subject and who, in each case,
shall have direct responsibility for the administration of this Indenture and the Collateral Documents. 
 “Trustee” means
Wilmington Trust, National Association together with its successors and assigns. 
 “UCC” means the Uniform Commercial Code
as in effect from time to time in the State of New York; provided, however, that at any time, if by reason of mandatory provisions of law, any or all of the perfection or priority of a collateral agent’s security interest in any
item or portion of the collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform Commercial Code as in effect, at such time, in such other
jurisdiction for purposes of the provisions hereof relating to such perfection or priority and for purposes of definitions relating to such provisions. 

“Unrestricted Subsidiary” means: 

(1)    any Subsidiary (other than the Parent Guarantor, the Issuer or any direct or indirect parent entity
of the Issuer) of the Parent Guarantor that at the time of determination is an Unrestricted Subsidiary (as designated by the Issuer in the manner provided below); and 

(2)    any Subsidiary of an Unrestricted Subsidiary. 

The Issuer may designate any Subsidiary of the Parent Guarantor (other than the Issuer or any direct or indirect parent entity of the Issuer),, respectively
(including any newly acquired or newly formed Subsidiary or a Person becoming a Subsidiary through merger, consolidation or other business combination transaction, 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 own
or hold any Lien on any property of, the Parent Guarantor or any other Subsidiary of the Parent Guarantor which is not a Subsidiary of the Subsidiary to be so designated or otherwise an Unrestricted Subsidiary; and 

(2)    such designation and the Investment of the Parent Guarantor in such Subsidiary complies with
Section 3.3 hereof. 
 “U.S. Dollars” or “$” means the lawful currency of the
United States of America. 
 “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 issuers 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 custodian is not authorized to make any deduction from the amount payable to the holder of


  
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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. 
 “Voting Stock” of a Person means all classes of Capital Stock of such
Person then outstanding and normally entitled to vote in the election of directors. 
 “Weighted Average Life to Maturity”
means, when applied to any Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing: 

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

(2)    the sum of all such payments. 

“Wholly-Owned Domestic Subsidiary” means a Domestic Subsidiary of the Parent Guarantor, all of the Capital Stock of which is
owned by the Issuer or a Guarantor. 
 SECTION 1.2.    Other Definitions. 

 

			
	 Term
	  	 Defined in

Section

		
	 “Acceptable Commitment”
	  	3.5(a)(3)(ii)
		
	 “Additional Restricted Notes”
	  	2.1(b)
		
	 “Affiliate Transaction”
	  	3.8(a)
		
	 “Agent Members”
	  	2.1(e)(2)
		
	 “Approved Foreign Bank”
	  	“Cash Equivalents”
		
	 “Asset Disposition Offer”
	  	3.5(b)
		
	 “Authenticating Agent”
	  	2.2
		
	 “Automatic Exchange”
	  	2.6(e)
		
	 “Automatic Exchange Date”
	  	2.6(e)
		
	 “Automatic Exchange Notice”
	  	2.6(e)
		
	 “Automatic Exchange Notice Date”
	  	2.6(e)
		
	 “Change of Control Offer”
	  	3.9(a)
		
	 “Change of Control Payment”
	  	3.9(a)
		
	 “Change of Control Payment Date”
	  	3.9(a)(2)
		
	 “Clearstream”
	  	2.1(b)


  
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	 Term
	  	 Defined in

Section

		
	 “Covenant Defeasance”
	  	8.3
		
	 “Defaulted Interest”
	  	2.12
		
	 “Euroclear”
	  	2.1(b)
		
	 “Event of Default”
	  	6.1
		
	 “Excess Proceeds”
	  	3.5(b)
		
	 “Foreign Disposition”
	  	3.5(d)(i)
		
	 “Global Notes”
	  	2.1(b)
		
	 “Guaranteed Obligations”
	  	10.1
		
	 “Increased Amount”
	  	3.6
		
	 “Initial Default”
	  	6.1(b)
		
	 “Issuer Order”
	  	2.2
		
	 “Legal Defeasance”
	  	8.2
		
	 “Legal Holiday”
	  	12.6
		
	 “Note Guarantees”
	  	10.1
		
	 “Notes Register”
	  	2.3
		
	 “Other Guarantee”
	  	10.2(b)(5)
		
	 “protected purchaser”
	  	2.8
		
	 “Redemption Date”
	  	5.7(a)
		
	 “Registrar”
	  	2.3
		
	 “Regulation S Global Note”
	  	2.1(b)
		
	 “Regulation S Notes”
	  	2.1(b)
		
	 “Resale Restriction Termination Date”
	  	2.6(b)
		
	 “Restricted Global Note”
	  	2.6(e)
		
	 “Restricted Payments”
	  	3.3(a)
		
	 “Restricted Period”
	  	2.1(b)


  
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	 Term
	  	 Defined in

Section

		
	 “Rule 144A Global Note”
	  	2.1(b)
		
	 “Rule 144A Notes”
	  	2.1(b)
		
	 “Second Commitment”
	  	3.5(a)(3)(ii)
		
	 “Special Interest Payment Date”
	  	2.12(a)
		
	 “Special Record Date”
	  	2.12(a)
		
	 “Subject Lien”
	  	3.6
		
	 “Successor Company”
	  	4.1(a)(1)
		
	 “Successor Guarantor”
	  	4.1(f)(3)(ii)
		
	 “Suspension Period”
	  	3.21
		
	 “Topic 810”
	  	“Consolidated EBITDA”
		
	 “Unrestricted Global Note”
	  	2.6(e)

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

(7)    the principal amount of any non-interest bearing or other
discount security at any date shall be the principal amount thereof that would be shown on a balance sheet of the issuer dated such date prepared in accordance with GAAP; 

(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; 

(9)    all amounts expressed in this Indenture or in any of the Notes in terms of money refer to the lawful
currency of the United States of America; 

  
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 (10)    the words “herein,” “hereof” and
“hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision; and 

(11)    unless otherwise specifically indicated, the term “consolidated” with respect to any
Person refers to such Person consolidated with its Restricted Subsidiaries, and excludes from such consolidation any Unrestricted Subsidiary as if such Unrestricted Subsidiary were not an Affiliate of such Person. 

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 $350,000,000. In addition, the Issuer may issue, from time to time in accordance with the provisions of this Indenture, Additional Notes (as provided herein).
Furthermore, Notes may be authenticated and delivered upon registration of transfer, exchange or in lieu of, other Notes pursuant to Sections 2.2, 2.6, 2.10, 2.11, 5.6 or 9.5, in
connection with an Asset Disposition Offer pursuant to Section 3.5 or in connection with a Change of Control Offer pursuant to Section 3.9. 

Notwithstanding anything to the contrary contained herein, the Issuer may not issue any Additional Notes, unless such issuance is in
compliance with Section 3.2 and Section 3.6. 
 With respect to any Additional Notes, the Issuer shall set
forth in (1) a Board Resolution and (2) (i) an Officer’s Certificate and (ii) one or more indentures supplemental hereto, the following information: 

(A)    the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant
to this Indenture; 
 (B)    the issue price and the issue date of such Additional Notes, including the
date from which interest shall accrue; and 
 (C)    whether such Additional Notes shall be Restricted
Notes. 
 In authenticating and delivering Additional Notes, the Trustee shall be entitled to receive and shall be fully protected in
relying upon, in addition to the Opinion of Counsel and Officer’s Certificate required by Section 12.2, an Opinion of Counsel as to the due authorization, execution, delivery, validity and enforceability of such
Additional Notes. 
 The Initial Notes and the Additional Notes shall be considered collectively as a single class for all purposes of this
Indenture. Holders of the Initial Notes and the Additional Notes will 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 or the Additional 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. 
 If any
of the terms of any Additional Notes are established by action taken pursuant to a Board Resolution of the Issuer, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and
delivered to the Trustee at or prior to the delivery of the Officer’s Certificate and the indenture supplemental hereto setting forth the terms of the Additional Notes. 

(b)    The Initial Notes are being offered and sold by the Issuer pursuant to a Purchase Agreement, dated September 8,
2016, among the Issuer, the guarantors named therein and Barclays Capital Inc., as representative for the several initial purchasers party thereto. The Initial Notes and any Additional Notes (if issued as Restricted Notes) (the “Additional
Restricted Notes”) will be resold initially only to (A) Persons they reasonably believe to be 

  
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QIBs in reliance on Rule 144A and (B) Non-U.S. Persons in reliance on Regulation S. Such Initial Notes and Additional Restricted Notes may
thereafter be transferred to, among others, QIBs and purchasers in reliance on Regulation S, in each case, in accordance with the procedure described herein. Additional Notes offered after the date hereof may be offered and sold by the Issuer
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 DTC, duly executed by the Issuer 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 DTC’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 DTC or its nominee, as hereinafter provided. 
 Initial Notes and any Additional Restricted
Notes offered and sold to non-U.S. Persons outside the United States of America (the “Regulation S Notes”) in reliance on Regulation S 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 “Regulation S Global Note”). Each Regulation S Global Note will be deposited upon issuance with, or on behalf of,
the Trustee as custodian for DTC in the manner described in this Article II. Prior to the 40th day after the later of the commencement of the offering of the Initial Notes and the Issue Date (such period through and
including such 40th day, the “Restricted Period”), interests in the Regulation S Global Note may only be transferred to non-U.S. persons pursuant to Regulation S, unless exchanged
for interests in a Global Note in accordance with the transfer and certification requirements described herein. 
 Investors may hold their
interests in the Regulation S Global Note through organizations other than Euroclear Bank S.A./N.V. (“Euroclear”) or Clearstream Banking, société anonyme (“Clearstream”) that are participants in
DTC’s system or directly through Euroclear or Clearstream, if they are participants in such systems, or indirectly through organizations which are participants in such systems. If such interests are held through Euroclear or Clearstream,
Euroclear and Clearstream will hold such interests in the applicable Regulation S Global Note on behalf of their participants through customers’ securities accounts in their respective names on the books of their respective depositaries.
Such depositaries, in turn, will hold such interests in the applicable Regulation S Global Note in customers’ securities accounts in the depositaries’ names on the books of DTC. 

The Regulation S Global Note may be represented by more than one certificate, if so required by DTC’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 DTC
or its nominee, as hereinafter provided. 
 The Rule 144A Global Note and the Regulation S Global Note 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 Paying Agent designated by the Issuer maintained for such purpose (which shall initially be the office of the Trustee maintained for such purpose), or at such other office or agency of the Issuer as may be
maintained for such purpose pursuant to Section 2.3; provided, however, that, at the option of the Paying Agent, 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 Notes Register or (ii) wire transfer to an account located in the United States maintained by the payee, subject to the last sentence of this paragraph. Payments in respect of Notes
represented by a Global Note (including principal, premium, if any, and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. 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 will be made in accordance with the Notes Register, or 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). 

  
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 The Notes may have notations, legends or endorsements required by law, stock exchange rule or
usage, in addition to those set forth on Exhibit A and in Section 2.1(d). The Issuer shall approve any notation, endorsement or legend on the Notes. Each Note shall be dated the date of its
authentication. The terms of the Notes set forth in Exhibit A are part of the terms of this Indenture and, to the extent applicable, the Issuer, the Guarantors 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 in minimum denominations of $2,000 and any integral multiple of $1,000 in excess 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) the Issuer receives an Opinion of Counsel satisfactory to it 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: 
 (1)    the Rule 144A Global Note
and the Regulation S Global Note shall bear the following legend on the face thereof: 
 THE NOTES HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE 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, REGISTRATION AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)), OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION, (2) AGREES TO OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER SUCH NOTE PRIOR TO THE EXPIRATION
OF THE HOLDING PERIOD THEN IMPOSED BY RULE 144 UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION) ONLY (A) TO THE ISSUER, THE GUARANTORS OR THEIR RESPECTIVE SUBSIDIARIES, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE
UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER 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) OUTSIDE THE UNITED STATES PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS IN AN OFFSHORE TRANSACTION PURSUANT TO REGULATION S UNDER THE
SECURITIES ACT IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND REGISTRAR’S
RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO THE ISSUER. THIS LEGEND WILL BE REMOVED UPON THE WRITTEN REQUEST OF THE
HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. 
 IN THE CASE OF THE REGULATION S GLOBAL NOTE: BY ITS ACQUISITION HEREOF, THE HOLDER
HEREOF 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. 

  
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 BY ITS ACQUISITION OF THIS SECURITY THE HOLDER AND ANY SUBSEQUENT TRANSFEREE HEREOF WILL BE
DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (I) THE PURCHASER IS NOT ACQUIRING OR HOLDING SUCH NOTE OR AN INTEREST THEREIN WITH THE ASSETS OF (A) AN “EMPLOYEE BENEFIT PLAN” (AS DEFINED IN SECTION 3(3) OF ERISA) THAT
IS SUBJECT TO ERISA, (B) A “PLAN” DESCRIBED IN SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), (C) ANY ENTITY DEEMED TO HOLD “PLAN ASSETS” OF ANY OF THE FOREGOING BY
REASON OF AN EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN SUCH ENTITY OR (D) A GOVERNMENTAL PLAN OR CHURCH PLAN SUBJECT TO SUCH PROVISIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, “SIMILAR
LAWS”) OR (II) THE ACQUISITION AND HOLDING OF SUCH NOTE BY THE PURCHASER, THROUGHOUT THE PERIOD THAT IT HOLDS SUCH NOTE AND THE DISPOSITION OF SUCH NOTE OR AN INTEREST THEREIN WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, A BREACH OF FIDUCIARY DUTY UNDER ERISA OR A VIOLATION OF ANY PROVISIONS OF ANY APPLICABLE SIMILAR LAW. 

(2)    Each Global Note, 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 ISSUER 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 NOTE 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 NOTE 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 DTC, and for which the applicable procedures of DTC shall govern. 

(1)    Each Global Note initially shall (x) be registered in the name of DTC or the nominee of DTC,
(y) be delivered to the Notes Custodian for DTC and (z) bear legends as set forth in Section 2.1(d). Transfers of a Global Note (but not a beneficial interest therein) will be limited to transfers thereof in
whole, but not in part, to the DTC, its successors or its respective nominees, except as set forth in Section 2.1(e)(4) and 2.1(f). If a beneficial interest in a Global Note is transferred or exchanged for a
beneficial interest in another Global Note, the Notes Custodian will (x) record a decrease in the principal amount of the Global Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record
a like increase in the principal amount of the other Global Note. Any beneficial interest in one Global Note that is transferred to a Person who takes delivery in the form of an interest in another Global Note, or exchanged for an interest in
another Global Note, will, upon transfer or exchange, cease to be an interest in such Global Note and become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and
other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest. 

(2)    Members of, or participants in, DTC (“Agent Members”) shall have no rights under
this Indenture with respect to any Global Note held on their behalf by DTC or by the Notes Custodian as the custodian of DTC or under such Global Note, and DTC may be treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee as
the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer 

  
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or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices
of DTC governing the exercise of the rights of a holder of a beneficial interest in any Global Note. 

(3)    In connection with any transfer of a portion of the beneficial interest in a Global Note pursuant to
Section 2.1(f) to beneficial owners who are required to hold Definitive Notes, the Notes Custodian 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 Issuer shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Notes of like tenor and amount.

 (4)    In connection with the transfer of an entire Global Note to beneficial owners pursuant to
Section 2.1(f), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner
identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. 

(5)    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. 

(6)    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 (i) the Holder of such Global Note (or its agent) or (ii) 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 will not be
entitled to receive Definitive Notes. Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (A) DTC notifies the Issuer that it is unwilling or unable to continue as
depositary for such Global Note or DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and in each case a successor depositary is not appointed by
the Issuer within 90 days of such notice, (B) the Issuer in its sole discretion executes and deliver to the Trustee and Registrar an Officer’s Certificate stating that such Global Note shall be so exchangeable or (C) an Event of
Default has occurred and is continuing and the Registrar has received a written request from DTC. In the event of the occurrence of any of the events specified in the second preceding sentence or in clause (A), (B) or (C) of the preceding
sentence, the Issuer shall promptly make available to the Registrar a reasonable supply of Definitive Notes. In addition, any Note transferred to an affiliate (as defined in Rule 405 under the Securities Act) of the Issuer or evidencing a Note
that has been acquired by an affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuer or any affiliate of the Issuer was an owner of the Note, be in
the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.1(d). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes in
exchange for their beneficial interests in a Global Note upon written request in accordance with DTC’s and the Registrar’s procedures. 

(1)    Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to
Section 2.1(e) shall, except as otherwise provided by Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in
Section 2.1(d). 
 (2)    If a Definitive Note is transferred or exchanged for
a beneficial interest in a Global Note, the Trustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the
event that such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, to the transferring Holder a new
Definitive Note representing the principal amount not so transferred. 

  
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 (3)    If a Definitive Note is transferred or exchanged for
another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in
authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the canceled Definitive Note (in the case of an exchange),
registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Issuer shall execute, and the Trustee shall
authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Definitive Notes,
registered in the name of the Holder thereof. 
 (4)    Notwithstanding anything to the contrary in this
Indenture, in no event shall a Definitive Note be delivered upon exchange or transfer of a beneficial interest in the Regulation S Global Note prior to the end of the Restricted Period. 

SECTION 2.2.    Execution and Authentication. One Officer shall sign the Notes for the Issuer by manual or
facsimile signature. If the 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 officer 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 $350,000,000, (2) subject to the terms of this Indenture, Additional Notes for original issue in an unlimited principal amount and (3)
under the circumstances set forth in Section 2.6(e), Initial Notes in the form of an Unrestricted Global Note, in each case upon a written order of the Issuer signed by one Officer (the “Issuer Order”).
Such Issuer Order shall specify whether the Notes will be in the form of Definitive Notes or Global Notes, the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, the Holder of the Notes and
whether the Notes are to be Initial Notes or Additional Notes. 
 The Trustee may appoint an agent (the “Authenticating
Agent”) reasonably acceptable to the Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. 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 the Authenticating Agent. An Authenticating Agent has the
same rights as any Registrar, Paying Agent or agent for service of notices and demands. 
 In case the Issuer or any Guarantor, pursuant to
Article IV or Section 10.2, as applicable, 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 Issuer or any 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 (but shall not be required), 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 to reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon the Issuer Order of the successor
Person, shall authenticate and make available for delivery 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 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. 

  
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 SECTION 2.3.    Registrar and Paying Agent. The Issuer shall
maintain an office or agency where Notes may be presented for registration of transfer or for exchange (the “Registrar”) and an office or agency where Notes may be presented for payment. The Registrar shall keep a register of the
Notes and of their transfer and exchange (the “Notes Register”). The Issuer 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 Issuer shall enter into an appropriate agency agreement with any Registrar or
Paying Agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee in writing of the name and address of each such agent. If the Issuer 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 Issuer or any Guarantor may act as Paying Agent, Registrar or
transfer agent. 
 The Issuer initially appoints the Trustee as Registrar and Paying Agent for the Notes. The Issuer may change any
Registrar or Paying Agent without prior notice to the Holders, but upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) acceptance of
any appointment by a successor as evidenced by an appropriate agreement entered into by the Issuer and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee and the passage of any waiting or notice periods
required by DTC procedures or (ii) written notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may
resign at any time upon written notice to the Issuer and the Trustee. 
 SECTION 2.4.    Paying Agent to Hold Money
in Trust. By no later than 11:00 a.m. (Eastern time) on the date on which any principal of, premium, if any, or interest on any Note is due and payable, the Issuer shall deposit with the Paying Agent a sum sufficient in immediately
available funds to pay such principal, premium or interest when due. The Issuer 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 Holders or the Trustee all
money held by such Paying Agent for the payment of principal of, premium, if any, or interest on the Notes (whether such assets have been distributed to it by the Issuer or other obligors on the Notes), shall notify the Trustee in writing of any
default by the Issuer or any Guarantor in making any such payment and shall during the continuance of any default by the Issuer (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of
the Trustee, forthwith deliver to the Trustee all sums held in trust by such Paying Agent for payment in respect of the Notes together with a full accounting thereof. If the Issuer or a Subsidiary of the Issuer acts as Paying Agent, it shall
segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Issuer 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 or assets
disbursed by such Paying Agent. Upon complying with this Section 2.4, the Paying Agent (if other than the Issuer or a Subsidiary of the Issuer) shall have no further liability for the money delivered to the Trustee. Upon
any bankruptcy, reorganization or similar proceeding with respect to the Issuer, the Trustee shall serve as Paying Agent for the Notes. 

SECTION 2.5.    Holder Lists. The Trustee shall preserve in as current a form as is reasonably practicable the
most recent list available to it of the names and addresses of Holders. If the Trustee is not the Registrar, the Issuer, on its own behalf and on behalf of each of the Guarantors, shall furnish or cause the Registrar to furnish to the Trustee, in
writing at least five Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Holders.

 SECTION 2.6.    Transfer and Exchange. 

(a)    A Holder may transfer a Note (or a beneficial interest therein) to another Person or exchange a Note (or a
beneficial interest therein) for another Note or Notes of any authorized denomination by presenting to the Registrar a written request therefor stating the name of the proposed transferee or requesting such an exchange, accompanied by any
certification, opinion or other document required by this Section 2.6. The Registrar will promptly register any transfer or exchange that meets the requirements of this Section 2.6 by noting the
same in the Notes Register maintained by the Registrar for the purpose, and no transfer or exchange will be effective until it is registered in such Notes Register. The transfer or exchange of any Note (or a beneficial interest therein) may only


  
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be made in accordance with this Section 2.6 and Section 2.1(e) and 2.1(f), as applicable, and, in the case of a Global Note (or a
beneficial interest therein), the applicable rules and procedures of DTC, Euroclear and Clearstream. The Registrar shall refuse to register any requested transfer or exchange that does not comply with this paragraph. 

(b)    Transfers of Rule 144A Notes. The following provisions shall apply with respect to
any proposed registration of transfer of a Rule 144A Note prior to the date that is one year after the later of the date of its original issue and the last date on which the Issuer or any Affiliate of the Issuer was the owner of such Notes (or
any predecessor thereto) (the “Resale Restriction Termination Date”): 
 (1)    a
registration of transfer of a Rule 144A 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 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 Issuer 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; provided that no such written representation or other written certification shall be required in connection with the
transfer of a beneficial interest in the Rule 144A Global Note to a transferee in the form of a beneficial interest in that Rule 144A Global Note in accordance with this Indenture and the applicable procedures of DTC; 

(2)    [reserved]; and 

(3)    a registration of transfer of a Rule 144A Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Registrar or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and the delivery of
an Opinion of Counsel, certification and/or other information satisfactory to the Issuer. 
 (c)    Transfers of
Regulation S Notes. The following provisions shall apply with respect to any proposed transfer of a Regulation S Note prior to the expiration of the Restricted Period: 

(1)    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, 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 Issuer 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; 
 (2)    [reserved]; and 

(3)    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 Registrar or its agent of a certificate substantially in the form set forth in Section 2.7 hereof from the proposed transferee and receipt
by the Registrar or its agent of an Opinion of Counsel, certification and/or other information satisfactory to the Issuer. 
 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 2.7 or any additional certification.

 (d)    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


  
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Notes that bear a Restricted Notes Legend unless (1) an Initial Note is being transferred pursuant to an effective registration statement, (2) Initial Notes are being exchanged for Notes
that do not bear the Restricted Notes Legend in accordance with Section 2.6(e) or (3) there is delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the Issuer 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.

 (e)    Automatic Exchange from Global Note Bearing Restricted Notes Legend to Global Note Not Bearing Restricted
Notes Legend. Upon the Issuer’s satisfaction that the Restricted Notes Legend shall no longer be required in order to maintain compliance with the Securities Act, beneficial interests in a Global Note bearing the Restricted Notes
Legend (a “Restricted Global Note”) may be automatically exchanged into beneficial interests in a Global Note not bearing the Restricted Notes Legend (an “Unrestricted Global Note”) without any action required by or
on behalf of the Holder (the “Automatic Exchange”) at any time on or after the date that is the 366th calendar day after (1) with respect to the Notes issued on the Issue Date, the Issue Date or (2) with respect to
Additional Notes, if any, the issue date of such Additional Notes, or, in each case, if such day is not a Business Day, on the next succeeding Business Day (the “Automatic Exchange Date”). Upon the Issuer’s satisfaction that
the Restricted Notes Legend shall no longer be required in order to maintain compliance with the Securities Act, the Issuer shall (i) provide written notice to DTC and the Trustee at least fifteen (15) calendar days prior to the Automatic
Exchange Date, instructing DTC to exchange all of the outstanding beneficial interests in a particular Restricted Global Note to the Unrestricted Global Note, which the Issuer shall have previously otherwise made eligible for exchange with the DTC,
(ii) provide prior written notice (the “Automatic Exchange Notice”) to each Holder at such Holder’s address appearing in the register of Holders at least fifteen (15) calendar days prior to the Automatic Exchange Date
(the “Automatic Exchange Notice Date”), which notice must include (w) the Automatic Exchange Date, (x) the section of this Indenture pursuant to which the Automatic Exchange shall occur, (y) the “CUSIP”
number of the Restricted Global Note from which such Holder’s beneficial interests will be transferred and (z) the “CUSIP” number of the Unrestricted Global Note into which such Holder’s beneficial interests will be
transferred, and (iii) on or prior to the Automatic Exchange Date, deliver to the Trustee for authentication one or more Unrestricted Global Notes, duly executed by the Issuer and an Issuer Order requesting the Trustee to authenticate, in an
aggregate principal amount equal to the aggregate principal amount of Restricted Global Notes to be exchanged into such Unrestricted Global Notes. At the Issuer’s written request on no less than five (5) calendar days’ notice prior to
the Automatic Exchange Notice Date, the Trustee shall deliver, in the Issuer’s name and at its expense, the Automatic Exchange Notice to each Holder at such Holder’s address appearing in the register of Holders; provided that the
Issuer has delivered to the Trustee the information required to be included in such Automatic Exchange Notice. 
 Notwithstanding anything
to the contrary in this Section 2.6(e), during the fifteen (15) calendar day period prior to the Automatic Exchange Date, no transfers or exchanges other than pursuant to this Section 2.6(e)
shall be permitted without the prior written consent of the Issuer. As a condition to any Automatic Exchange, the Issuer shall provide, and the Trustee shall be entitled to conclusively rely upon, an Officer’s Certificate and Opinion of Counsel
to the Issuer to the effect that the Automatic Exchange shall be effected in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes Legend shall no longer be required in order to
maintain compliance with the Securities Act and that the aggregate principal amount of the particular Restricted Global Note is to be transferred to the particular Unrestricted Global Note by adjustment made on the records of the Trustee, as
custodian for the depositary to reflect the Automatic Exchange. Upon such exchange of beneficial interests pursuant to this Section 2.6(e), the aggregate principal amount of the Global Notes shall be increased or decreased
by adjustments made on the records of the Trustee, as custodian for the depositary, to reflect the relevant increase or decrease in the principal amount of such Global Note resulting from the applicable exchange. The Restricted Global Note from
which beneficial interests are transferred pursuant to an Automatic Exchange shall be cancelled following the Automatic Exchange. 

(f)    Retention of Written Communications. 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 Issuer shall have 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 prior written notice to the Registrar. 

  
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 (g)    Obligations with Respect to Transfers and Exchanges of
Notes. To permit registrations of transfers and exchanges, the Issuer 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
Issuer’s and Registrar’s written request. 
 No service charge shall be made to a Holder for any registration of transfer or
exchange, but the Issuer may require the Holder to pay 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 2.2, 2.6, 2.8, 2.10, 3.5, 5.6 or 9.5). 

The Issuer (and the Registrar) shall not be required to register the transfer of or exchange of any Note (A) for a period beginning
(1) 15 calendar days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 calendar days before an interest payment date and ending on
such interest payment date or (B) called for redemption, except the unredeemed portion of any Note being redeemed in part. 
 Prior to
the due presentation for registration of transfer of any Note, the Issuer, the Trustee, the Paying Agent or the Registrar may deem and treat the person in whose name a Note is registered as the owner of such Note for the purpose of receiving payment
of principal of, premium, if any, and (subject to paragraph 2 of the forms of Notes attached hereto as Exhibits A, B and C) interest on such Note and for all other purposes whatsoever, including without
limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the Issuer, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. 

Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(f) shall, except
as otherwise provided by Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(d). 

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. 
 (h)    No
Obligation of the Trustee. (1) Neither the Trustee nor the Registrar shall have any responsibility or obligation to any beneficial owner of a Global Note, a member of, or a participant in, DTC or other Person with respect to the accuracy of
the records of DTC 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 DTC) of any
notice (including any notice of redemption or purchase) 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 DTC or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note
shall be exercised only through DTC subject to the applicable rules and procedures of DTC. The Trustee may rely and shall be fully protected in relying upon information furnished by DTC with respect to its members, participants and any beneficial
owners. 
 Neither the Trustee nor the Registrar shall have any 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 DTC 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. Neither the Trustee nor any of its agents shall have any responsibility for any actions taken or not taken by DTC. 

  
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 SECTION 2.7.    Form of Certificate to be Delivered in Connection with
Transfers Pursuant to Regulation S. 
 [Date] 

BMS Stock Holdings, Inc. 
 Two Lakeside Commons 

980 Hammond Drive NE, Suite 500 
 Atlanta, George 30328 

Facsimile: (208) 331-4477 
 Attention: General Counsel

 Wilmington Trust, National Association, as Trustee 
 50
South Sixth St., Suite 1290 
 Minneapolis, Minnesota 55402 

Attention: BMC Stock Holdings, Inc. Administrator 

Telecopy: 612-217-5651 
 Re:    BMC
East, LLC (the “Issuer”) 
 5.50% Senior Secured Notes due 2024 (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), Rule 903(b)(3) 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), Rule 903(b)(3) or Rule 904(b)(1), as the case may be. 
 We also hereby certify that we [are][are not] an
Affiliate of the Issuer and, to our knowledge, the transferee of the Notes [is][is not] an Affiliate of the Issuer. 
 The Trustee and the
Issuer are entitled to conclusively rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters
covered hereby. Terms used in this certificate have the meanings set forth in Regulation S. 
  

			
	Very truly yours,
	
	[Name of Transferor]

		
	By:	 	  

		 	Authorized Signature



  
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 SECTION 2.8.    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 Issuer shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) satisfies the
Issuer and the Trustee that such Note has been lost, destroyed or wrongfully taken within a reasonable time after such Holder 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 Issuer and the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a
“protected purchaser”), (c) satisfies any other reasonable requirements of the Trustee and (d) provides an indemnity bond, as more fully described below; provided, however, if after the delivery of such
replacement Note, a protected purchaser of the Note for which such replacement Note was issued presents for payment or registration such replaced Note, the Trustee and/or the Issuer shall be entitled to recover such replacement Note from the Person
to whom it was issued and delivered or any Person taking therefrom, except a protected purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the
Issuer or the Trustee in connection therewith. Such Holder shall furnish an indemnity bond sufficient in the judgment of the (i) Trustee to protect the Trustee and (ii) the Issuer to protect the Issuer, the Trustee, the Paying Agent and
the Registrar, from any loss which any of them may suffer if a Note is replaced, and, in the absence of notice to the Issuer, any Guarantor or the Trustee that such Note has been acquired by a protected purchaser, the Issuer shall execute, and upon
receipt of an Issuer Order, the Trustee shall authenticate and make available for delivery, 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 Issuer in its discretion may, instead of issuing a new Note, pay such Note. 
 Upon the issuance of any new Note under this
Section 2.8, the Issuer may require that such Holder pay 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
counsel and of the Trustee) in connection therewith. 
 Subject to the proviso in the initial paragraph of this
Section 2.8, every new Note issued pursuant to this Section 2.8, in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the
Issuer, any Guarantor (if applicable) 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. 
 The provisions of this Section 2.8 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 2.9.    Outstanding Notes. Notes outstanding at any time are all Notes authenticated by the Trustee
except for those cancelled by it, those delivered to it for cancellation, those paid pursuant to Section 2.8 and those described in this Section 2.9 as not outstanding. A Note does not cease to be outstanding in the event the Issuer or an Affiliate
of the Issuer holds the Note; provided, however, that (i) for purposes of determining which are outstanding for consent or voting purposes hereunder, the provisions of Section 12.4 shall apply and
(ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented
to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Officer of the Trustee actually knows to
be held by the Issuer or an Affiliate of the Issuer shall not be considered outstanding. 
 If a Note is replaced pursuant to
Section 2.8 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee and the Issuer receive proof satisfactory to them that the replaced Note is held by a protected
purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement pursuant to Section 2.8. 

  
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 If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a
Redemption Date or maturity date, money sufficient to pay all principal, premium, if any, and accrued interest payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent
is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue. 

SECTION 2.10.    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 Issuer may prepare and the Trustee shall authenticate temporary Notes. Temporary Notes shall be substantially in the form, and shall carry all rights, of Definitive Notes but may
have variations that the Issuer considers appropriate for temporary Notes. Without unreasonable delay, the Issuer 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 Issuer 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 Issuer shall execute, and the Trustee shall, upon receipt of an Issuer Order, 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 2.11.    Cancellation. The Issuer 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 all Notes surrendered for registration of transfer, exchange,
payment or cancellation and dispose of such Notes in accordance with its internal policies and customary procedures (subject to the record retention requirements of the Exchange Act and the Trustee). If the Issuer or any Guarantor acquires any of
the Notes, such acquisition shall not operate as a redemption or satisfaction of the Indebtedness represented by such Notes unless and until the same are surrendered to the Trustee for cancellation pursuant to this
Section 2.11. The Issuer may not issue new Notes to replace Notes it has paid or delivered to the Trustee for cancellation for any reason other than in connection with a transfer or exchange. 

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 DTC to the Trustee for cancellation or retained and canceled 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 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 2.12.    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 payment at the
office or agency of the Issuer 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, 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 Issuer, at its election, as
provided in clause (a) or (b) below: 
 (a)    The Issuer 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 Issuer 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 Issuer 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 

  
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as in this Section 2.12(a). Thereupon the Issuer shall fix a record date (the “Special Record Date”) for the payment of such Defaulted Interest, which
date shall be not more than 20 calendar days and not less than 15 calendar days prior to the Special Interest Payment Date and not less than 10 calendar days after the receipt by the Trustee of the notice of the proposed payment.
The Issuer shall promptly notify the Trustee in writing of such Special Record Date, and in the name and at the expense of the Issuer, the Trustee 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 12.1, not less than 10 calendar 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 predecessor
Notes) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the provisions in Section 2.12(b). 

(b)    The Issuer 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 written notice given by the Issuer to the Trustee of the proposed payment pursuant to this
Section 2.12(b), such manner of payment shall be deemed practicable by the Trustee. 
 Subject to the foregoing
provisions of this Section 2.12, each Note delivered under this Indenture upon registration of, transfer of or in exchange for or in lieu of any other Note shall carry the rights to interest accrued and unpaid, and to
accrue, which were carried by such other Note. 
 SECTION 2.13.    CUSIP and ISIN Numbers. 

The Issuer in issuing the Notes may use “CUSIP” and “ISIN” numbers and, if so, the Trustee shall use “CUSIP and
“ISIN” numbers in notices of redemption or purchase as a convenience to Holders; provided, however, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the
Notes or as contained in any notice of a redemption or purchase and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption or purchase shall not be affected by any defect in or omission of
such CUSIP and ISIN numbers. The Issuer shall promptly notify the Trustee in writing of any change in the CUSIP and ISIN numbers. 
 ARTICLE
III 
 COVENANTS 

SECTION 3.1.    Payment of Notes. The Issuer shall promptly pay the principal of, premium, if any, and
interest on the Notes on the dates and in the manner provided in the Notes and in this Indenture. Principal, premium, if any, and interest shall be considered paid on the date due if by 11:00 a.m. Eastern time on such date the Trustee or the Paying
Agent holds in accordance with this Indenture money sufficient to pay all principal, premium, if any, and interest then due and the Trustee or the Paying Agent, as the case may be, is not prohibited from paying such money to the Holders on that date
pursuant to the terms of this Indenture. 
 The Issuer 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 Issuer may, to the extent it is required to do so by law, deduct or withhold income or other similar taxes imposed by the United States of America from principal or interest payments hereunder. 

SECTION 3.2.    Limitation on Indebtedness. 

(a)    The Parent Guarantor shall not, and shall not permit any of its Restricted Subsidiaries to, Incur any Indebtedness
(including Acquired Indebtedness); provided, however, that the Parent Guarantor and any of its 

  
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Restricted Subsidiaries may Incur Indebtedness (including Acquired Indebtedness) if on the date of such Incurrence and after giving pro forma effect thereto (including pro forma
application of the proceeds thereof), the Fixed Charge Coverage Ratio for the Parent Guarantor and its Restricted Subsidiaries is greater than 2.00 to 1.00; provided, further, that Non-Guarantors may not Incur Indebtedness under this
Section 3.2(a) if, after giving pro forma effect to such Incurrence (including a pro forma application of the net proceeds therefrom), more than an aggregate of the greater of (a) $150.0 million and (b) 75.0% of LTM EBITDA of
Indebtedness of Non-Guarantors would be outstanding pursuant to this paragraph at such time. 
 (b)    The first
paragraph of this covenant shall not prohibit the Incurrence of the following Indebtedness: 
 (1)    (X)
Indebtedness Incurred under any Credit Facility (other than the ABL Credit Agreement) by the Parent Guarantor or any of its Restricted Subsidiaries (including letters of credit or bankers’ acceptances issued or created under any Credit
Facility) and Guarantees in respect of such Indebtedness, up to an aggregate principal amount equal to the sum of (I) the greater of (a) $300.0 million and (b) the maximum amount of Indebtedness that the Parent Guarantor and its Restricted
Subsidiaries could incur such that either (i) in the case of Indebtedness with Pari Passu Lien Priority relative to the Notes, the Consolidated First Lien Leverage Ratio is equal to or less than 4.00 to 1.00 on a pro forma basis (provided
that, for purposes of determining the amount that may be Incurred under this clause (I)(b)(i), all Indebtedness incurred under this clause (I)(b)(i) shall be deemed to be secured by Liens that are not junior to the Liens Securing the Notes) or (ii)
in the case of Indebtedness with Junior Lien Priority relative to the Notes or Secured Indebtedness not secured by a Lien on any Collateral, the Consolidated Secured Leverage Ratio is equal to or less than 5.00 to 1.00 on a pro forma basis
(provided that, for the purposes of determining the amount that may be Incurred under this clause (I)(b)(ii), all Indebtedness incurred under this clause (I)(b) shall be deemed to be secured by Liens) plus (II) $175.0 million, in each case,
outstanding at any one time, (Y) Indebtedness Incurred under the ABL by the Parent Guarantor or any of its Restricted Subsidiaries (including letters of credit or bankers’ acceptances issued or created under any Credit Facility) and Guarantees
in respect of such Indebtedness, up to an aggregate principal amount outstanding at any one time not to exceed the greater of (a) $500.0 million and (b) the Borrowing Base as of the date of such incurrence, and (Z) in the case of any refinancing of
any Indebtedness permitted under this clause or any portion thereof, the aggregate amount of fees, underwriting discounts, accrued and unpaid interest, premiums (including, without limitation, tender premiums) and other costs and expenses
(including, without limitation, original issue discount, upfront fees or similar fees) Incurred in connection with such refinancing, and any Refinancing Indebtedness in respect thereof; 

(2)    (i) Guarantees by the Parent Guarantor or any Restricted Subsidiary of Indebtedness or other
obligations of the Parent Guarantor or any Restricted Subsidiary so long as the Incurrence of such Indebtedness or other obligation is not prohibited by the terms of this Indenture; 

(3)    Indebtedness of the Parent Guarantor owing to and held by any Restricted Subsidiary or Indebtedness
of a Restricted Subsidiary owing to and held by the Parent Guarantor or any Restricted Subsidiary; provided, however, that: 

(i)    any subsequent issuance or transfer of Capital Stock or any other event which results in any such
Indebtedness being held by a Person other than the Parent Guarantor or a Restricted Subsidiary; and 

(ii)    any sale or other transfer of any such Indebtedness to a Person other than the Parent Guarantor or
a Restricted Subsidiary; 
 shall be deemed, in each case, to constitute an Incurrence of such Indebtedness by the Parent Guarantor or such
Restricted Subsidiary, as the case may be; 
 (4)    Indebtedness represented by (i) the Notes
(other than any Additional Notes), including any Guarantee thereof, (ii) any Indebtedness (other than Indebtedness incurred pursuant to clauses (1), (2) and (4)(i) above) outstanding on the Issue Date and any Guarantee thereof,
(iii) Refinancing Indebtedness 

  
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(including, with respect to the Notes, any Guarantee thereof) Incurred in respect of any Indebtedness described in this clause or clauses (2), (5) or (19) of this
Section 3.2(b) or Incurred pursuant to Section 3.2(a), and (iv) Management Advances; 

(5)    Indebtedness of (x) the Parent Guarantor or any Restricted Subsidiary Incurred or issued to
finance an acquisition or (y) Persons that are acquired by the Parent Guarantor or any Restricted Subsidiary or merged into, amalgamated or consolidated with the Parent Guarantor or any Restricted Subsidiary in accordance with the terms of this
Indenture; provided that such Indebtedness is in an aggregate amount not to exceed (a) the greater of $50.0 million and 25.0% of LTM EBITDA at any time outstanding plus (b) unlimited additional Indebtedness if after giving effect to
such acquisition, merger, amalgamation or consolidation, either 
 (i)    the Parent Guarantor would be
permitted to Incur at least $1.00 of additional Indebtedness pursuant to Section 3.2(a); 

(ii)    either the Fixed Charge Coverage Ratio of the Parent Guarantor and the Restricted Subsidiaries
would not be lower or the Consolidated Total Leverage Ratio of the Parent Guarantor and its Restricted Subsidiaries would not be higher, in each case, than immediately prior to such acquisition, merger or consolidation; or 

(iii)    such Indebtedness constitutes Acquired Indebtedness (other than Indebtedness Incurred in
contemplation of the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary or was otherwise acquired by the Parent Guarantor or a Restricted Subsidiary); provided, that the only obligors
with respect to such Indebtedness shall be those Persons who were obligors of such Indebtedness prior to such acquisition, merger or consolidation; 

(6)    Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes); 

(7)    Indebtedness (i) represented by Capitalized Lease Obligations or Purchase Money Obligations, in
an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause (7) and then outstanding, does not exceed the greater of (x) $50.0 million and
(y) 25.0% of LTM EBITDA and any Refinancing Indebtedness in respect thereof and (ii) arising out of Sale and Leaseback Transactions; 

(8)    Indebtedness in respect of (i) workers’ compensation claims, self-insurance obligations, customer guarantees, performance, indemnity, surety, judgment, appeal, advance payment (including progress premiums), customs, value added or other tax or other guarantees or other
similar bonds, instruments or obligations and completion guarantees and warranties provided by the Parent Guarantor or a Restricted Subsidiary or relating to liabilities, obligations or guarantees Incurred in the ordinary course of business or
consistent with past practice, (ii) the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or consistent with past practice;
provided, however, that such Indebtedness is extinguished within five Business Days of Incurrence; (iii) customer deposits and advance payments (including progress premiums) received in the ordinary course of business or consistent
with past practice from customers for goods or services purchased in the ordinary course of business or consistent with past practice; (iv) letters of credit, bankers’ acceptances, warehouse receipts, guarantees or other similar instruments or
obligations issued or relating to liabilities or obligations Incurred in the ordinary course of business or consistent with past practice, (v) any customary treasury, depositary, cash management, automatic clearinghouse arrangements, overdraft
protections, credit or debit card, purchase card, electronic funds transfer, cash pooling or netting or setting off arrangements or similar arrangements in the ordinary course of business or consistent with past practice, and (vi) Settlement
Indebtedness; 

  
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 (9)    Indebtedness arising from agreements providing for
guarantees, indemnification, obligations in respect of earn-outs or other adjustments of purchase price or, in each case, similar obligations, in each case, Incurred or assumed in connection with the
acquisition or disposition of any business or assets or Person or any Capital Stock of a Subsidiary (other than Guarantees of Indebtedness Incurred by any Person acquiring or disposing of such business or assets or such Subsidiary for the purpose of
financing such acquisition or disposition); provided that the maximum liability of the Parent Guarantor and its Restricted Subsidiaries in respect of all such Indebtedness in connection with a disposition shall at no time exceed the gross
proceeds, including the fair market value of non-cash proceeds (measured at the time received and without giving effect to any subsequent changes in value), actually received by the Parent Guarantor and its
Restricted Subsidiaries in connection with such disposition; 
 (10)    Indebtedness in an aggregate
outstanding principal amount which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause (10) and then outstanding, will not exceed 100.0% of the Net Cash Proceeds received by the Parent
Guarantor from the issuance or sale (other than to a Restricted Subsidiary) of its Capital Stock or otherwise contributed to the equity (in each case, other than through the issuance of Disqualified Stock, Designated Preferred Stock or an Excluded
Contribution) of the Parent Guarantor, in each case, subsequent to the Issue Date and any Refinancing Indebtedness in respect thereof; provided, however, that (i) any such Net Cash Proceeds that are so received or contributed
shall not increase the amount available for making Restricted Payments to the extent the Parent Guarantor and its Restricted Subsidiaries Incur Indebtedness in reliance thereon and (ii) any Net Cash Proceeds that are so received or contributed shall
be excluded for purposes of Incurring Indebtedness pursuant to this clause (10) to the extent such Net Cash Proceeds or cash have been applied to make Restricted Payments; 

(11)    Indebtedness of Non-Guarantors in an aggregate amount not to exceed the greater of (a) $50.0
million and (b) 25.0% of LTM EBITDA at any time outstanding and any Refinancing Indebtedness in respect thereof; 

(12)    Indebtedness consisting of promissory notes issued by the Parent Guarantor or any of its
Subsidiaries to any future, present or former employee, director, contractor or consultant of the Parent Guarantor, any of its Subsidiaries or any Parent Entity (or permitted transferees, assigns, estates, or heirs of such employee, director,
contractor or consultant), to finance the purchase or redemption of Capital Stock of the Parent Guarantor or any Parent Entity that is permitted by Section 3.3; 

(13)    Indebtedness of the Parent Guarantor or any of its Restricted Subsidiaries consisting of
(i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements, in each case Incurred in the ordinary course of
business or consistent with past practice; 
 (14)    Indebtedness in an aggregate outstanding principal
amount which when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause (14) and then outstanding will not exceed the greater of (a) $150.0 million and (b) 70.0% of LTM EBITDA and any
Refinancing Indebtedness in respect thereof; 
 (15)    Indebtedness in respect of a Receivables
Facility; 
 (16)    Indebtedness of the Parent Guarantor or any of its Restricted Subsidiaries arising
pursuant to any Permitted Tax Restructuring; 
 (17)    Indebtedness to the seller of any business or
assets permitted to be acquired by the Parent Guarantor or any Restricted Subsidiary under this Indenture; provided that the aggregate amount of Indebtedness Incurred pursuant to this clause and then outstanding will not exceed $25.0 million; 

(18)    any obligation, or guaranty of any obligation, of the Parent Guarantor or any Restricted Subsidiary
to reimburse or indemnify a Person extending credit to customers of the Parent Guarantor or a Restricted Subsidiary incurred in the ordinary course of business or consistent with past practice for all or any portion of the amounts payable by such
customers to the Person extending such credit; 

  
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 (19)    Indebtedness to a customer to finance the acquisition
of any equipment necessary to perform services for such customer; provided that the terms of such Indebtedness are consistent with those entered into with respect to similar Indebtedness prior to the Issue Date, including that (1) the
repayment of such Indebtedness is conditional upon such customer ordering a specific volume of goods and (2) such Indebtedness does not bear interest or provide for scheduled amortization or maturity; and 

(20)    obligations in respect of Disqualified Stock in an amount not to exceed $15.0 million outstanding
at any time. 
 (c)    For purposes of determining compliance with, and the outstanding principal amount of any
particular Indebtedness Incurred pursuant to and in compliance with, this Section 3.2: 

(1)    subject to clause (3) below, in the event that all or any portion of any item of Indebtedness meets
the criteria of more than one of the types of Indebtedness described in the first and second paragraphs of this covenant, the Issuer, in its sole discretion, shall classify, and may from time to time reclassify, such item of Indebtedness and only be
required to include the amount and type of such Indebtedness in Section 3.2(a) or one of the clauses of Section 3.2(b); 

(2)    additionally, all or any portion of any item of Indebtedness may later be reclassified as having
been Incurred pursuant to any type of Indebtedness described in Section 3.2(a) or (b) so long as such Indebtedness is permitted to be Incurred pursuant to such provision and any related Liens are permitted to be
Incurred at the time of reclassification; 
 (3)    all Indebtedness outstanding on the Issue Date under
the ABL Credit Agreement and shall be deemed to have been Incurred on the Issue Date under Section 3.2(b)(1)(Y); 

(4)    in the case of any Refinancing Indebtedness, when measuring the outstanding amount of such
Indebtedness, such amount shall not include the aggregate amount of fees, underwriting discounts, accrued and unpaid interest, premiums (including, without limitation, tender premiums) and other costs and expenses (including, without limitation,
original issue discount, upfront fees or similar fees) Incurred in connection with such refinancing; 

(5)    Guarantees of, or obligations in respect of letters of credit, bankers’ acceptances or other
similar instruments relating to, or Liens securing, Indebtedness that is otherwise included in the determination of a particular amount of Indebtedness shall not be included; 

(6)    if obligations in respect of letters of credit, bankers’ acceptances or other similar
instruments are Incurred pursuant to any Credit Facility and are being treated as incurred pursuant to Section 3.2(a) or any clause of Section 3.2(b) and the letters of credit, bankers’ acceptances or other
similar instruments relate to other Indebtedness, then such other Indebtedness shall not be included; 

(7)    the principal amount of any Disqualified Stock of the Parent Guarantor or a Restricted Subsidiary,
or Preferred Stock of a Restricted Subsidiary, will 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; 

(8)    Indebtedness permitted by this covenant 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 covenant permitting such Indebtedness; 

(9)    in the event that the Parent Guarantor or a Restricted Subsidiary enters into or increases
commitments under a revolving credit facility, enters into any commitment to Incur or issue Indebtedness, Disqualified Stock or Preferred Stock or commits to Incur any Lien pursuant to clause (32) of the definition of “Permitted Liens,”
the incurrence or issuance thereof for all purposes under this Indenture, including without limitation for purposes of calculating the Fixed Charge Coverage Ratio, the Consolidated First Lien 

  
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Leverage Ratio, the Consolidated Secured Leverage Ratio or the Consolidated Total Leverage Ratio, as applicable, or usage of clauses (1) through (20) of Section 3.2(b) (if any) for borrowings and
reborrowings thereunder (and including issuance and creation of letters of credit and bankers’ acceptances thereunder) will, at the Issuer’s option, either (a) be determined on the date of such revolving credit facility or such entry into
or increase in commitments (assuming that the full amount thereof has been borrowed as of such date) or other Indebtedness, Disqualified Stock or Preferred Stock, and, if such Fixed Charge Coverage Ratio, the Consolidated Secured Leverage Ratio or
the Consolidated Total Leverage Ratio, as applicable, test or other provision of this Indenture referred to above is satisfied with respect thereto at such time, any borrowing or reborrowing thereunder (and the issuance and creation of letters of
credit and bankers’ acceptances thereunder) will be permitted irrespective of the Fixed Charge Coverage Ratio, the Consolidated First Lien Leverage Ratio, the Consolidated Secured Leverage Ratio or the Consolidated Total Leverage Ratio, as
applicable, or other provision of this Indenture at the time of any borrowing or reborrowing (or issuance or creation of letters of credit or bankers’ acceptances thereunder) (the committed amount permitted to be borrowed or reborrowed (and the
issuance and creation of letters of credit and bankers’ acceptances) on a date pursuant to the operation of this clause (a) shall be the “Reserved Indebtedness Amount” as of such date for purposes of the Fixed Charge Coverage
Ratio, the Consolidated Secured Leverage Ratio or the Consolidated Total Leverage Ratio, as applicable) or (b) be determined on the date such amount is borrowed pursuant to any such facility or increased commitment; 

(10)    in the event that the Parent Guarantor or a Restricted Subsidiary (x) incurs Indebtedness to
finance an acquisition or (y) assumes Indebtedness of Persons that are acquired by the Parent Guarantor or any Restricted Subsidiary or merged into the Parent Guarantor or a Restricted Subsidiary in accordance with the terms of this Indenture, the
date of determination of the Fixed Charge Coverage Ratio, the Consolidated First Lien Leverage Ratio, the Consolidated Secured Leverage Ratio or the Consolidated Total Leverage Ratio, as applicable, shall, at the option of the Issuer, be (a) the
date that a definitive agreement for such acquisition is entered into and the Fixed Charge Coverage Ratio, the Consolidated First Lien Leverage Ratio, the Consolidated Secured Leverage Ratio or the Consolidated Total Leverage Ratio, as applicable,
shall be calculated giving pro forma effect to such acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) consistent with the definition of the
Fixed Charge Coverage Ratio, the Consolidated First Lien Leverage Ratio, the Consolidated Secured Leverage Ratio or the Consolidated Total Leverage Ratio, as applicable, and, for the avoidance of doubt, (A) if any such ratios are exceeded as a
result of fluctuations in such ratio (including due to fluctuations in the EBITDA of the Parent Guarantor or the target company) at or prior to the consummation of the relevant acquisition, such ratios will not be deemed to have been exceeded as a
result of such fluctuations solely for purposes of determining whether such acquisition and any related transactions are permitted hereunder and (B) such ratios shall not be tested at the time of consummation of such acquisition or related
transactions; provided, further, that if the Issuer elects to have such determinations occur at the time of entry into such definitive agreement, (i) any such transaction shall be deemed to have occurred on the date the definitive agreement
is entered into and to be outstanding thereafter for purposes of calculating any ratios under this Indenture after the date of such agreement and before the earlier of the date of consummation of such acquisition or the date such agreement is
terminated or expires without consummation of such acquisition and (ii) to the extent any covenant baskets were utilized in satisfying any covenants, such baskets shall be deemed utilized until the earlier of the date of consummation of such
acquisition or the date such agreement is terminated or expires without consummation of such acquisition, but any calculation of Consolidated Net Income or Consolidate EBITDA for purposes of other incurrences of Indebtedness or Liens or making of
Restricted Payments (not related to such acquisition) shall not reflect such acquisition until it has been consummated, or (b) the date such Indebtedness is Incurred or assumed; 

(11)    notwithstanding anything in this covenant to the contrary, in the case of any Indebtedness incurred
to refinance Indebtedness initially incurred in reliance on a clause of the second paragraph of this covenant measured by reference to a percentage of LTM EBITDA at the time of Incurrence, if such refinancing would cause the percentage of LTM EBITDA
restriction to be exceeded if calculated based on the percentage of LTM EBITDA on the date of such refinancing, such percentage of LTM EBITDA restriction shall not be deemed to be exceeded so long as the principal amount of such refinancing
Indebtedness does not exceed the principal amount of such Indebtedness being refinanced, plus premiums (including tender premiums), defeasance, costs and fees in connection with such refinancing; and 

  
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 (12)    the amount of Indebtedness issued at a price that is
less than the principal amount thereof will be equal to the amount of the liability in respect thereof determined on the basis of GAAP. 

Accrual of interest, accrual of dividends, the accretion of accreted value, the accretion or amortization of original issue discount, the
payment of interest in the form of additional Indebtedness, the payment of dividends in the form of additional shares of Preferred Stock or Disqualified Stock or the reclassification of commitments or obligations not treated as Indebtedness due to a
change in GAAP, will not be deemed to be an Incurrence of Indebtedness for purposes of this Section 3.2. 
 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 of the Parent Guarantor as of such date (and, if such Indebtedness is not permitted to
be Incurred as of such date under this Section 3.2, the Parent Guarantor, shall be in default of this Section 3.2). 

For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar
equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was Incurred, in the case of term debt, or first committed, in the
case of revolving credit debt; provided, that if such Indebtedness is Incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be
exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing
Indebtedness does not exceed (a) the principal amount of such Indebtedness being refinanced plus (b) the aggregate amount of fees, underwriting discounts, accrued and unpaid interest, premiums (including, without limitation, tender premiums) and
other costs and expenses (including, without limitation, original issue discount, upfront fees or similar fees) Incurred in connection with such refinancing. 

Notwithstanding any other provision of this Section 3.2, the maximum amount of Indebtedness that the Parent
Guarantor or a Restricted Subsidiary may Incur pursuant to this Section 3.2 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. 
 The Parent Guarantor shall not, and shall not permit the Issuer or any
Subsidiary Guarantor to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) that is subordinated or junior in right of payment to any Indebtedness of the Parent Guarantor, the Issuer or such Subsidiary Guarantor, as the
case may be, unless such Indebtedness is expressly subordinated in right of payment to the Notes or such Guarantor’s Note Guarantee to the extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of the Parent
Guarantor, the Issuer or such Subsidiary Guarantor, as the case may be; provided that for purposes of this Indenture, (1) unsecured Indebtedness shall not be treated as subordinated or junior to Secured Indebtedness merely because it is
unsecured and (2) senior Indebtedness shall not be treated as subordinated or junior to any other senior Indebtedness merely because it has a junior priority with respect to the same collateral or is secured by different collateral or because
it is guaranteed by different obligors. 
 SECTION 3.3.    Limitation on Restricted Payments. 

(a)    The Parent Guarantor 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 the Parent
Guarantor’s or any Restricted Subsidiary’s Capital Stock (including, without limitation, any such payment in connection with any merger or consolidation involving the Parent Guarantor or any of its Restricted Subsidiaries) except: 

(i)    dividends or distributions payable in Capital Stock of the Parent Guarantor (other than Disqualified
Stock) or in options, warrants or other rights to purchase such Capital Stock of the Parent Guarantor; or 

  
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 (ii)    dividends or distributions payable to the Parent
Guarantor or a Restricted Subsidiary (and, in the case of the Parent Guarantor or any such Restricted Subsidiary making such dividend or distribution, to holders of its Capital Stock other than the Parent Guarantor or another Restricted Subsidiary
on no more than a pro rata basis); 
 (2)    purchase, repurchase, redeem, retire or otherwise
acquire or retire for value any Capital Stock of the Parent Guarantor or any Parent Entity held by Persons other than the Parent Guarantor or a Restricted Subsidiary; 

(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 Indebtedness of the Parent Guarantor or a Restricted Subsidiary (other than (i) any such purchase, repurchase, redemption, defeasance or other acquisition or
retirement 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 Indebtedness Incurred pursuant to Section 3.2(b)(3)); or 

(4)    make any Restricted Investment; 

(any such dividend, distribution, purchase, redemption, repurchase, defeasance, other acquisition, retirement or Restricted Investment referred
to in clauses (1) through (4) are referred to herein as a “Restricted Payment”), if at the time the Parent Guarantor or such Restricted Subsidiary makes such Restricted Payment: 

(i)    an Event of Default shall have occurred and be continuing (or would immediately thereafter result
therefrom); 
 (ii)    except in the case of a Restricted Investment, the Parent Guarantor is not able to
Incur an additional $1.00 of Indebtedness pursuant to Section 3.2(a) immediately after giving effect, on a pro forma basis, to such Restricted Payment; or 

(iii)    the aggregate amount of such Restricted Payment and all other Restricted Payments made subsequent
to the Issue Date (and not returned or rescinded) (including Permitted Payments made pursuant to Sections 3.3(b)(1) (without duplication) and (10), but excluding all other Restricted Payments permitted by
Section 3.3(b)) would exceed the sum of (without duplication): 
 (A)    $50.0
million; 
 (B)    50.0% of Consolidated Net Income for the period (treated as one accounting period)
from July 1, 2016 to the end of the most recent fiscal quarter ending prior to the date of such Restricted Payment for which internal consolidated financial statements of the Parent Guarantor are available (or, in the case such Consolidated Net
Income is a deficit, minus 100.0% of such deficit); 
 (C)    100.0% of the aggregate cash, and
the fair market value of property or assets or marketable securities, received by the Parent Guarantor from the issue or sale of its Capital Stock or as the result of a merger or consolidation with another Person subsequent to the Issue Date or
otherwise contributed to the equity (other than through the issuance of Disqualified Stock or Designated Preferred Stock) of the Parent Guarantor subsequent to the Issue Date (other than (x) Net Cash Proceeds or property or assets or marketable
securities received from an issuance or sale of such Capital Stock to a Restricted 

  
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Subsidiary or an employee stock ownership plan or trust established by the Parent Guarantor or any Subsidiary of the Parent Guarantor for the benefit of its employees to the extent funded by the
Parent Guarantor or any Restricted Subsidiary, (y) cash or property or assets or marketable securities to the extent that any Restricted Payment has been made from such proceeds in reliance on Section 3.3(b)(6) and
(z) Excluded Contributions); 
 (D)    100.0% of the aggregate amount of cash, and the fair market
value of property or assets or marketable securities, received by the Parent Guarantor or any Restricted Subsidiary from the issuance or sale (other than to the Parent Guarantor or a Restricted Subsidiary of the Parent Guarantor or an employee stock
ownership plan or trust established by the Parent Guarantor or any Subsidiary of the Parent Guarantor for the benefit of their employees to the extent funded by the Parent Guarantor or any Restricted Subsidiary) by the Parent Guarantor or any
Restricted Subsidiary subsequent to the Issue Date of any Indebtedness, Disqualified Stock or Designated Preferred Stock that has been converted into or exchanged for Capital Stock of the Parent Guarantor (other than Disqualified Stock or Designated
Preferred Stock) plus, without duplication, the amount of any cash, and the fair market value of property or assets or marketable securities, received by the Parent Guarantor or any Restricted Subsidiary upon such conversion or exchange; 

(E)    100.0% of the aggregate amount received in cash and the fair market value, as determined in good
faith by the Parent Guarantor, of marketable securities or other property received by means of: (i) the sale or other disposition (other than to the Parent Guarantor or a Restricted Subsidiary) of Restricted Investments made by the Parent
Guarantor or its Restricted Subsidiaries and repurchases and redemptions of such Restricted Investments from the Parent Guarantor or its Restricted Subsidiaries and repayments of loans or advances, and releases of guarantees, which constitute
Restricted Investments by the Parent Guarantor or its Restricted Subsidiaries, in each case after the Issue Date or (ii) the sale (other than to the Parent Guarantor or a Restricted Subsidiary) of the stock of an Unrestricted Subsidiary or a
distribution from an Unrestricted Subsidiary (other than to the extent of the amount of the Investment that constituted a Permitted Investment or was made pursuant to Section 3.3(b)(16) and will increase the amount available under the
applicable clause of the definition of “Permitted Investment” or Section 3.3(b)(16), as the case may be) or a dividend from an Unrestricted Subsidiary after the Issue Date; and 

(F)    in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary or the
merger, amalgamation or consolidation of an Unrestricted Subsidiary into the Parent Guarantor or a Restricted Subsidiary or the transfer of all or substantially all of the assets of an Unrestricted Subsidiary to the Parent Guarantor or a Restricted
Subsidiary after the Issue Date, the fair market value of the Investment in such Unrestricted Subsidiary (or the assets transferred), as determined in good faith by the Parent Guarantor at the time of the redesignation of such Unrestricted
Subsidiary as a Restricted Subsidiary or at the time of such merger, amalgamation or consolidation or transfer of assets (after taking into consideration any Indebtedness associated with the Unrestricted Subsidiary so designated or merged,
amalgamated or consolidated or Indebtedness associated with the assets so transferred), other than to the extent of the amount of the Investment that constituted a Permitted Investment or was made pursuant to Section 3.3(b)(16) and will
increase the amount available under the applicable clause of the definition of “Permitted Investment” or Section 3.3(b)(16), as the case may be. 

(b)    The foregoing provisions of Section 3.3(a) will not prohibit any of the following (collectively,
“Permitted Payments”): 
 (1)    the payment of any dividend or distribution within 60
days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of this Indenture 

  
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or the redemption, repurchase or retirement of Indebtedness if, at the date of any redemption notice, such payment would have complied with the provisions of this Indenture as if it were and is
deemed at such time to be a Restricted Payment at the time of such notice; 
 (2)    (a) any purchase,
repurchase, redemption, defeasance or other acquisition or retirement of Capital Stock (“Treasury Capital Stock”) or Subordinated Indebtedness made by exchange (including any such exchange pursuant to the exercise of a conversion
right or privilege in connection with which cash is paid in lieu of the issuance of fractional shares) for, or out of the proceeds of the substantially concurrent sale of, Capital Stock of the Parent Guarantor (other than Disqualified Stock or
Designated Preferred Stock) (“Refunding Capital Stock”) or a substantially concurrent contribution to the equity (other than through the issuance of Disqualified Stock or Designated Preferred Stock or through an Excluded
Contribution) of the Parent Guarantor; provided, however, that to the extent so applied, the Net Cash Proceeds, or fair market value of property or assets or of marketable securities, from such sale of Capital Stock or such
contribution will be excluded from Section 3.3(a)(iii) and (b) if immediately prior to the retirement of Treasury Capital Stock, the declaration and payment of dividends thereon was permitted under Section
3.3(b)(13), the declaration and payment of dividends on the Refunding Capital Stock (other than Refunding Capital Stock the proceeds of which were used to redeem, repurchase, retire or otherwise acquire any Capital Stock of a Parent Entity) in
an aggregate amount per year no greater than the aggregate amount of dividends per annum that were declarable and payable on such Treasury Capital Stock immediately prior to such retirement; 

(3)    any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Subordinated
Indebtedness made by exchange for, or out of the proceeds of the substantially concurrent sale of, Refinancing Indebtedness permitted to be Incurred pursuant to Section 3.2; 

(4)    any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Preferred
Stock of the Parent Guarantor or a Restricted Subsidiary made by exchange for or out of the proceeds of the substantially concurrent sale of Preferred Stock of the Parent Guarantor or a Restricted Subsidiary, as the case may be, that, in each case,
is permitted to be Incurred pursuant to Section 3.2; 
 (5)    any purchase,
repurchase, redemption, defeasance or other acquisition or retirement of Subordinated Indebtedness or Disqualified Stock or Preferred Stock of a Restricted Subsidiary: 

(i)    from Net Available Cash to the extent permitted under Section 3.5, but
only if the Parent Guarantor shall have first complied with the terms described under Section 3.5 and purchased all Notes tendered pursuant to any offer to repurchase all the Notes required thereby, prior to purchasing,
repurchasing, redeeming, defeasing or otherwise acquiring or retiring such Subordinated Indebtedness, Disqualified Stock or Preferred Stock; or 

(ii)    to the extent required by the agreement governing such Subordinated Indebtedness, Disqualified
Stock or Preferred Stock following the occurrence of (i) a Change of Control (or other similar event described therein as a “change of control”) or (ii) an Asset Disposition (or other similar event described therein as an “asset
disposition” or “asset sale,” but only if the Parent Guarantor shall have first complied with Section 3.5 or Section 3.9, as applicable, and purchased all Notes tendered pursuant to the offer to
repurchase all the Notes required thereby, prior to purchasing, repurchasing, redeeming, defeasing or otherwise acquiring or retiring such Subordinated Indebtedness, Disqualified Stock or Preferred Stock; or 

(iii)    consisting of Acquired Indebtedness (other than Indebtedness Incurred (A) to provide all or
any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary or was otherwise acquired by the Parent Guarantor or a Restricted Subsidiary or
(B) otherwise in connection with or contemplation of such acquisition); 

  
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 (6)    a Restricted Payment to pay for the repurchase,
retirement or other acquisition or retirement for value of Capital Stock (other than Disqualified Stock) of the Parent Guarantor or of any Parent Entity held by any future, present or former employee, director, contractor or consultant of the Parent
Guarantor, any of its Subsidiaries or of any Parent Entity (or permitted transferees, assigns, estates, trusts or heirs of such employee, director, contractor or consultant) either pursuant to any management equity plan or stock option plan or any
other management or employee benefit plan or agreement or upon the termination of such employee, director or consultant’s employment or directorship; provided, however, that the aggregate Restricted Payments made under this
clause (6) do not exceed $15.0 million in any calendar year (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum of $30.0 million in any calendar year); provided further
that such amount in any calendar year may be increased by an amount not to exceed: 
 (i)    the cash
proceeds from the sale of Capital Stock (other than Disqualified Stock or Designated Preferred Stock) of the Parent Guarantor and, to the extent contributed to the capital of the Parent Guarantor (other than through the issuance of Disqualified
Stock or Designated Preferred Stock or an Excluded Contribution), Capital Stock of any Parent Entity, in each case to members of management, directors or consultants of the Parent Guarantor, any of its Subsidiaries or any Parent Entity that occurred
after the Issue Date, to the extent the cash proceeds from the sale of such Capital Stock have not otherwise been applied to the payment of Restricted Payments by virtue of Section 3.3(a)(iii); plus 

(ii)    the cash proceeds of key man life insurance policies received by the Parent Guarantor and its
Restricted Subsidiaries after the Issue Date; less 
 (iii)    the amount of any Restricted
Payments made in previous calendar years pursuant to clauses (i) and (ii) of this clause (6); 
 and provided further that
cancellation of Indebtedness owing to the Parent Guarantor or any Restricted Subsidiary from any future, present or former members of management, directors, employees, contractors or consultants of the Parent Guarantor or Restricted Subsidiaries or
any Parent Entity in connection with a repurchase of Capital Stock of the Parent Guarantor or any Parent Entity will not be deemed to constitute a Restricted Payment for purposes of this covenant or any other provision of this Indenture; 

(7)    the declaration and payment of dividends on Disqualified Stock, or Preferred Stock of a Restricted
Subsidiary, Incurred in accordance with Section 3.2; 
 (8)    purchases,
repurchases, redemptions, defeasances or other acquisitions or retirements of Capital Stock deemed to occur upon the exercise, conversion or exchange of stock options, warrants or other rights in respect thereof if such Capital Stock represents a
portion of the exercise price thereof or withholding or similar taxes in respect thereof and payments in respect of withholding or similar taxes payable upon exercise or vesting thereof; 

(9)    dividends, loans, advances or distributions to any Parent Entity or other payments by the Parent
Guarantor or any Restricted Subsidiary in amounts equal to (without duplication): 
 (i)    the amounts
required for any Parent Entity to pay any Parent Entity Expenses or any Related Taxes; 
 (ii)    amounts
constituting or to be used for purposes of making payments to the extent specified in Sections 3.8(b)(2), (3), (5) and (11); and 

(iii)    up to $12.5 million per calendar year; 

(10)    (a) the declaration and payment by the Parent Guarantor of dividends on the common stock or common
equity interests of the Parent Guarantor or any Parent Entity (and any equivalent declaration and payment of a distribution of any security exchangeable for such common stock or common equity interests to the extent required by the terms of any such
exchangeable securities) in an aggregate amount 

  
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per annum not to exceed the sum of (i) 6.0% of the proceeds received by or contributed to the Parent Guarantor in or from any public offering of such common stock or common equity interests (or
such exchangeable securities, as applicable) and (ii) 5.0% of Market Capitalization or (b) in lieu of all or a portion of the dividends permitted by subclause (a), repurchases of the Parent Guarantor’s Capital Stock (and any equivalent
declaration and payment of a distribution with respect to any security exchangeable for such common stock or common equity interests to the extent required by the terms of any such exchangeable securities, and any Restricted Payment to any such
Parent Entity to fund the payment by such Parent Entity of dividends on such entity’s Capital Stock) for aggregate consideration that, when take together with dividends permitted by subclause (a), does not exceed the amount contemplated by
subclause (a); 
 (11)    payments by the Parent Guarantor, or loans, advances, dividends or
distributions to any Parent Entity to make payments, to holders of Capital Stock of the Parent Guarantor or any Parent Entity in lieu of the issuance of fractional shares of such Capital Stock; provided, however, that any such payment,
loan, advance, dividend or distribution shall not be for the purpose of evading any limitation of this covenant or otherwise to facilitate any dividend or other return of capital to the holders of such Capital Stock (as determined in good faith by
the Board of Directors); 
 (12)    Restricted Payments that are made with Excluded Contributions; 

(13)    (i) the declaration and payment of dividends on Designated Preferred Stock of the Parent
Guarantor issued after the Issue Date; (ii) the declaration and payment of dividends to a Parent Entity in an amount sufficient to allow the Parent Entity to pay dividends to holders of its Designated Preferred Stock issued after the Issue Date; and
(iii) the declaration and payment of dividends on Refunding Capital Stock that is Preferred Stock; provided, however, that, in the case of clauses (i) and (ii), the amount of all dividends declared or paid to a Person
pursuant to such clauses shall not exceed the cash proceeds received by the Parent Guarantor or the aggregate amount contributed in cash to the equity of the Parent Guarantor (other than through the issuance of Disqualified Stock or an Excluded
Contribution of the Parent Guarantor), from the issuance or sale of such Designated Preferred Stock; provided further, in the case of clauses (i), (ii) and (iii), that for the most recently ended four fiscal quarters for which internal
financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock or declaration of such dividends on such Refunding Capital Stock, after giving effect to such payment on a pro forma basis the Parent
Guarantor would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the test set forth in Section 3.2(a); 

(14)    distributions by dividend or otherwise, or other transfer or disposition of shares of Capital Stock
of, equity interests in, or Indebtedness owed to the Parent Guarantor or a Restricted Subsidiary by, Unrestricted Subsidiaries (unless the Unrestricted Subsidiary’s principal asset is cash or Cash Equivalents) or proceeds therefrom; 

(15)    distributions or payments of Receivables Fees; 

(16)    so long as no Event of Default has occurred and is continuing (or would result therefrom), (i)
Restricted Payments (including loans or advances) in an aggregate amount outstanding at the time made not to exceed the greater of $50.0 million and 25.0% of LTM EBITDA at such time, and (ii) any Restricted Payments, so long as, immediately after
giving pro forma effect to the payment of any such Restricted Payment and the Incurrence of any Indebtedness the net proceeds of which are used to make such Restricted Payment, the Consolidated Total Leverage Ratio shall be no greater than 3.50 to
1.00; 
 (17)    mandatory redemptions of Disqualified Stock issued as a Restricted Payment or as
consideration for a Permitted Investment; and 
 (18)    the redemption, defeasance, repurchase, exchange
or other acquisition or retirement of Subordinated Indebtedness of the Issuer or any Guarantor in an aggregate amount at any one time outstanding taken together with all other redemptions, defeasances, repurchases, exchanges or other acquisitions or
retirements of Subordinated Indebtedness made pursuant to this clause (18) not to exceed the greater of (x) $30.0 million and (y) 20.0% of LTM EBITDA at the time of such redemption, defeasance, repurchase, exchange or other acquisition or retirement
of Subordinated Indebtedness. 

  
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 For purposes of determining compliance with this Section 3.3, in the event that a Restricted
Payment (or portion thereof) meets the criteria of more than one of the categories of Permitted Payments described in Sections 3.3(b)(1) through (18) above, or is permitted pursuant to Section 3.3(a) and/or one or more of the
clauses contained in the definition of “Permitted Investment,” the Parent Guarantor will be entitled to classify such Restricted Payment (or portion thereof) on the date of its payment or later reclassify (based on circumstances existing
on the date of such reclassification) such Restricted Payment or Investment (or portion thereof) in any manner that complies with this Section 3.3, including as an Investment pursuant to one or more of the clauses contained in the definition
of “Permitted Investment.” 
 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 Parent Guarantor 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 the fair market value of any non-cash Restricted Payment, property or assets other than cash shall be determined conclusively by the Parent Guarantor acting in
good faith. 
 For the avoidance of doubt, this covenant shall not restrict the making of any “AHYDO Catch-Up Payment” with
respect to, and required by the terms of, any Indebtedness of the Parent Guarantor or any of its Restricted Subsidiaries permitted to be Incurred under this Indenture. 

SECTION 3.4.    Limitation on Restrictions on Distributions from Restricted Subsidiaries. 

(a)    The Parent Guarantor 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 in cash or otherwise on its Capital Stock or pay any
Indebtedness or other obligations owed to the Parent Guarantor or any Restricted Subsidiary; 

(2)    make any loans or advances to the Parent Guarantor or any Restricted Subsidiary; or 

(3)    sell, lease or transfer any of its property or assets to the Parent Guarantor or any Restricted
Subsidiary; 
 provided that (x) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or
liquidating distributions being paid on common stock and (y) the subordination of (including the application of any standstill requirements to) loans or advances made to the Parent Guarantor or any Restricted Subsidiary to other Indebtedness
Incurred by the Parent Guarantor or any Restricted Subsidiary shall not be deemed to constitute such an encumbrance or restriction. 

(b)    The provisions of Section 3.4(a) shall not prohibit: 

(1)    any encumbrance or restriction pursuant to (i) any Credit Facility or (ii) any other
agreement or instrument, in each case, in effect at or entered into on the Issue Date; 
 (2)    any
encumbrance or restriction pursuant to this Indenture, the Notes, the Security Documents, the ABL Notes Intercreditor Agreement or the Note Guarantees; 

(3)    any encumbrance or restriction pursuant to applicable law, rule, regulation or order; 

(4)    any encumbrance or restriction pursuant to an agreement or instrument of a Person or relating to any
Capital Stock or Indebtedness of a Person, entered into on or before the date on which such Person was acquired by or merged, consolidated or otherwise combined with or into the Parent Guarantor 

  
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or any Restricted Subsidiary, or was designated as a Restricted Subsidiary or on which such agreement or instrument is assumed by the Parent Guarantor or any Restricted Subsidiary in connection
with an acquisition of assets (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
Person became a Restricted Subsidiary or was acquired by the Parent Guarantor or was merged, consolidated or otherwise combined with or into the Parent Guarantor or any Restricted Subsidiary or entered into in contemplation of or in connection with
such transaction) and outstanding on such date; provided that, for the purposes of this clause, if another Person is the Successor Parent Guarantor, any Subsidiary thereof or agreement or instrument of such Person or any such Subsidiary shall
be deemed acquired or assumed by the Parent Guarantor or any Restricted Subsidiary when such Person becomes the Successor Parent Guarantor; 

(5)    any encumbrance or restriction: (i) 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 agreement, or the assignment or transfer of any lease, license or other contract or agreement; (ii) contained in mortgages, pledges,
charges or other security agreements permitted under this Indenture or securing Indebtedness of the Parent Guarantor or a Restricted Subsidiary permitted under this Indenture to the extent such encumbrances or restrictions restrict the transfer or
encumbrance of the property or assets subject to such mortgages, pledges, charges or other security agreements; contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which the Parent
Guarantor or any of its Restricted Subsidiaries is a party entered into in the ordinary course of business or consistent with past practice; provided that such agreement prohibits the encumbrance of solely the property or assets of the Parent
Guarantor or such Restricted Subsidiary that are the subject of such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Parent Guarantor or such Restricted Subsidiary or
the assets or property of another Restricted Subsidiary; or (iv) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Parent Guarantor or any Restricted
Subsidiary; 
 (6)    any encumbrance or restriction pursuant to Purchase Money Obligations and
Capitalized Lease Obligations permitted under this Indenture, in each case, that impose encumbrances or restrictions on the property so acquired; 

(7)    any encumbrance or restriction imposed pursuant to an agreement entered into for the direct or
indirect sale or disposition to a Person of all or substantially all the Capital Stock or assets of the Parent Guarantor or any Restricted Subsidiary (or the property or assets that are subject to such restriction) not prohibited by the Indenture
pending the closing of such sale or disposition; 
 (8)    customary provisions in leases, licenses,
shareholder agreements, joint venture agreements and other similar agreements, organizational documents and instruments; 

(9)    encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule,
regulation or order, or required by any regulatory authority; 
 (10)    any encumbrance or restriction
on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business or consistent with past practice; 

(11)    any encumbrance or restriction pursuant to Hedging Obligations; 

(12)    other Indebtedness, Disqualified Stock or Preferred Stock of Foreign Subsidiaries permitted to be
Incurred or issued subsequent to the Issue Date pursuant Section 3.2 that impose restrictions solely on the Foreign Subsidiaries party thereto or their Subsidiaries; 

(13)    restrictions created in connection with any Receivables Facility that, in the good faith
determination of the Parent Guarantor, are necessary or advisable to effect such Receivables Facility; 

  
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 (14)    any encumbrance or restriction arising pursuant to an
agreement or instrument relating to any Indebtedness permitted to be Incurred subsequent to the Issue Date pursuant to Section 3.2 if the encumbrances and restrictions contained in any such agreement or instrument taken as
a whole are not materially less favorable to the Holders than (i) the encumbrances and restrictions contained in the ABL Credit Agreement (as in effect on the Issue Date), together with the security documents associated therewith as in effect
on the Issue Date or (ii) in comparable financings (as determined in good faith by the Parent Guarantor) and where, in the case of clause(ii), either (A) the Parent Guarantor determines at the time of entry into such agreement or
instrument that such encumbrances or restrictions will not adversely affect, in any material respect, the Issuer’s ability to make principal or interest payments on the Notes or (B) such encumbrance or restriction applies only during the
continuance of a default relating to such agreement or instrument; 
 (15)    any encumbrance or
restriction existing by reason of any lien permitted under Section 3.6; or 

(16)    any encumbrance or restriction pursuant to an agreement or instrument effecting a refinancing of
Indebtedness Incurred pursuant to, or that otherwise refinances, an agreement or instrument referred to in clauses (1) to (15) of this Section 3.4(b) or this clause (16) (an “Initial Agreement”)
or contained in any amendment, supplement or other modification to an agreement referred to in clauses (1) to (15) of this Section 3.4(b) or this clause (16); provided, however, that the encumbrances
and restrictions with respect to such Restricted Subsidiary contained in any such agreement or instrument are no less favorable in any material respect to the Holders taken as a whole than the encumbrances and restrictions contained in the Initial
Agreement or Initial Agreements to which such refinancing or amendment, supplement or other modification relates (as determined in good faith by the Parent Guarantor). 

SECTION 3.5.    Limitation on Sales of Assets and Subsidiary Stock. 

(a)    The Parent Guarantor shall not, and shall not permit any of its Restricted Subsidiaries to, make any Asset
Disposition unless: 
 (1)    the Parent Guarantor or such Restricted Subsidiary, as the case may be,
receives consideration (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) 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 Parent Guarantor, of the shares and assets subject to such Asset Disposition (including, for the avoidance of doubt, if such Asset Disposition is a Permitted Asset
Swap); 
 (2)    in any such Asset Disposition, or series of related Asset Dispositions (except to the
extent the Asset Disposition is a Permitted Asset Swap), at least 75.0% of the consideration from such Asset Disposition, together with all other Asset Dispositions since the Issue Date (on a cumulative basis) (including by way of relief from, or by
any other Person assuming responsibility for, any liabilities, contingent or otherwise), received by the Parent Guarantor or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; and 

(3)    an amount equal to 100.0% of the Net Available Cash from such Asset Disposition is applied: 

(i)    to the extent the Parent Guarantor or any Restricted Subsidiary, as the case may be, elects (or is
required by the terms of any Indebtedness), (A) to prepay, repay or purchase any Indebtedness of a Non-Guarantor (in each case, other than Indebtedness owed to the Parent Guarantor or any Restricted Subsidiary) or any Secured Indebtedness; including
Indebtedness under the ABL Credit Agreement (or any Refinancing Indebtedness in respect thereof) within 450 days from the later of (a) the date of such Asset Disposition and (b) the receipt of such Net Available Cash;
provided, however, that, in connection with any prepayment, repayment or purchase of Indebtedness pursuant to this clause (i), the Parent Guarantor or such Restricted Subsidiary will retire such Indebtedness and will cause the
related commitment (if any) to be reduced in an amount equal to 

  
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the principal amount so prepaid, repaid or purchased; or (B) to prepay, repay or purchase Indebtedness with Pari Passu Lien Priority relative to the Notes; provided further that, to
the extent the Parent Guarantor redeems, repays or repurchases such Indebtedness with Pari Passu Lien Priority relative to the Notes pursuant to clause (A) or (B), the Issuer shall equally and ratably reduce Obligations under the Notes as
provided under Section 5.7, through open-market purchases (to the extent such purchases are at or above 100.0% of the principal amount thereof) or by making an offer (in accordance
with the procedures set forth below for an Asset Disposition Offer) to all Holders to purchase their Notes at 100.0% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the amount of Notes that would otherwise
be prepaid; provided further that, notwithstanding the foregoing, the Net Available Cash from an Asset Disposition of Collateral may not be applied pursuant to Section 3.5(a)(3)(i)(A) to (1) prepay, repay or purchase any unsecured
Indebtedness or Indebtedness with Junior Lien Priority in respect of the Collateral relative to the Notes or (2) if the Collateral is Notes Collateral, repay Indebtedness under the ABL Credit Agreement; 

(ii)    to the extent the Parent Guarantor or any Restricted Subsidiary elects, to invest in or commit to
invest in Additional Assets (including by means of an investment in Additional Assets by a Restricted Subsidiary equal to the amount of Net Available Cash received by the Parent Guarantor or another Restricted Subsidiary) within 450 days from the
later of (A) the date of such Asset Disposition and (B) the receipt of such Net Available Cash; provided, however, that a binding agreement shall be treated as a permitted application of Net Available Cash from the date of
such commitment with the good faith expectation that an amount equal to Net Available Cash will be applied to satisfy such commitment within 180 days of such commitment (an “Acceptable Commitment”) and, in the event of any
Acceptable Commitment is later cancelled or terminated for any reason before such amount is applied in connection therewith, the Parent Guarantor or such Restricted Subsidiary enters into another Acceptable Commitment (a “Second
Commitment”) within 180 days of such cancellation or termination; provided further that if any Second Commitment is later cancelled or terminated for any reason before such amount is applied, then such Net Available Cash shall
constitute Excess Proceeds; and 
 (iii)    if such Asset Disposition involves the disposition of
Collateral, the Parent Guarantor or such Subsidiary has complied with the provisions of this Indenture and the Security Documents. 
 provided that,
pending the final application of the amount of any such Net Available Cash in accordance with clause (i) or clause (ii) above, the Parent Guarantor and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise use such
Net Available Cash in any manner not prohibited by this Indenture. 
 (b)    The amount of any Net Available Cash from
Asset Dispositions that is not applied or invested or committed to be applied or invested as provided in the preceding paragraph will be deemed to constitute “Excess Proceeds” under this Indenture. On the 451st day after the later
of an Asset Disposition or the receipt of such Net Available Cash, if the aggregate amount of Excess Proceeds under this Indenture exceeds $50.0 million, the Issuer will within 10 Business Days be required to make an offer (“Asset
Disposition Offer”) to all Holders of Notes issued under this Indenture and, to the extent the Issuer elects, to all holders of other outstanding Pari Passu Indebtedness with Pari Passu Lien Priority in respect of the Collateral relative to
the Notes, to purchase the maximum principal amount of Notes and any such Pari Passu Indebtedness to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds, at an offer price in respect of the Notes in an amount
equal to 100.0% of the principal amount of the Notes and such Pari Passu Indebtedness, in each case, plus accrued and unpaid interest, if any, to, but not including, the date of purchase, in accordance with the procedures set forth in this Indenture
or the agreements governing such Pari Passu Indebtedness, as applicable, and, with respect to the Notes, in minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof. The Issuer will deliver notice of such Asset
Disposition Offer electronically or by first-class mail, with a copy to the Trustee, the Paying Agent and each Holder of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the applicable procedures
of DTC, describing the transaction or transactions that constitute the Asset Disposition and offering to repurchase the Notes for the specified purchase price on the date specified in the notice, which date will be no earlier than 30 days and no
later than 60 days from the date such notice is delivered, pursuant 

  
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to the procedures required by this Indenture and described in such notice. The Issuer may satisfy the foregoing obligations with respect to any Net Available Cash from an Asset Disposition by
making an Asset Disposition Offer with respect to all Net Available Cash prior to the expiration of the relevant 450 days (or such longer period provided above) or with respect to any unapplied Excess Proceeds. 

(c)    To the extent that the aggregate amount of Notes and Pari Passu Indebtedness with Pari Passu Lien Priority in
respect of the collateral relative to the Notes so validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the Issuer may use any remaining Excess Proceeds for any purpose not prohibited
in this Indenture. If the aggregate principal amount of the Notes surrendered in any Asset Disposition Offer by Holders and other Pari Passu Indebtedness with Pari Passu Lien Priority in respect of the collateral relative to the Notes surrendered by
holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Issuer shall allocate the Excess Proceeds among the Notes and such Pari Passu Indebtedness to be purchased on a pro rata basis on the basis of the aggregate principal
amount of tendered Notes and such Pari Passu Indebtedness; provided that no Notes or other such Pari Passu Indebtedness will be selected and purchased in an unauthorized denomination. Upon completion of any Asset Disposition Offer, the amount
of Excess Proceeds shall be reset at zero. Additionally, the Issuer may, at its option, make an Asset Disposition Offer using proceeds from any Asset Disposition at any time after the consummation of such Asset Disposition. Upon consummation or
expiration of any Asset Disposition Offer, any remaining Net Available Cash shall not be deemed Excess Proceeds and the Issuer may use such Net Available Cash for any purpose not prohibited by this Indenture. To the extent that any portion of Net
Available Cash payable in respect of the Notes is denominated in a currency other than U.S. dollars, the amount thereof payable in respect of the Notes shall not exceed the net amount of funds in U.S. dollars that is actually received by the Issuer
upon converting such portion into U.S. dollars. 
 (d)    Notwithstanding any other provisions of this
Section 3.5, 
 (i)    to the extent that any of or all the Net Available Cash
of any Asset Disposition by a Foreign Subsidiary (a “Foreign Disposition”) is (x) prohibited or delayed by applicable local law, (y) restricted by applicable organizational documents or any agreement or (z) subject to other onerous
organizational or administrative impediments from being repatriated to the United States, the portion of such Net Available Cash so affected will not be required to be applied in compliance with this covenant, and such amounts may be retained by the
applicable Foreign Subsidiary so long, but only so long, as the applicable local law documents or agreements will not permit repatriation to the United States (the Parent Guarantor hereby agreeing to use reasonable efforts (as determined in the
Parent Guarantor’s reasonable business judgment) to otherwise cause the applicable Foreign Subsidiary to within one year following the date on which the respective payment would otherwise have been required, promptly take all actions reasonably
required by the applicable local law, applicable organizational impediments or other impediment to permit such repatriation), and if within one year following the date on which the respective payment would otherwise have been required such
repatriation of any of such affected Net Available Cash is permitted under the applicable local law, applicable organizational impediment or other impediment, such repatriation will be promptly effected and such repatriated Net Available Cash will
be promptly (and in any event not later than five (5) Business Days after such repatriation could be made) applied (net of additional Taxes payable or reserved against as a result thereof) (whether or not such repatriation actually occurs) in
compliance with this Section 3.5; and 
 (ii)    to the extent that the Parent Guarantor has
determined in good faith that repatriation of any of or all the Net Available Cash of any Foreign Disposition would have an adverse Tax consequence (which for the avoidance of doubt, includes, but is not limited to, any prepayment whereby doing so
the Parent Guarantor, any Restricted Subsidiary, or any of their respective affiliates and/or equity owners would incur a tax liability, including a tax dividend, deemed dividend pursuant to Code Section 956 or a withholding tax, the Net Available
Cash so affected may be retained by the applicable Foreign Subsidiary. The non-application of any prepayment amounts as a consequence of the foregoing provisions will not, for the avoidance of doubt, constitute a Default or an Event of Default. 


  
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 (e)    For the purposes of Section 3.5(a)(2)
hereof, the following will be deemed to be cash: 
 (1)    the assumption by the transferee of
Indebtedness or other liabilities contingent or otherwise of the Parent Guarantor or a Restricted Subsidiary (other than Subordinated Indebtedness of the Parent Guarantor or a Guarantor) and the release of the Parent Guarantor or such Restricted
Subsidiary from all liability on such Indebtedness or other liability in connection with such Asset Disposition; 

(2)    securities, notes or other obligations received by the Parent Guarantor or any Restricted Subsidiary
of the Parent Guarantor from the transferee that are converted by the Parent Guarantor or such Restricted Subsidiary into cash or Cash Equivalents within 180 days following the closing of such Asset Disposition; 

(3)    Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of
such Asset Disposition, to the extent that the Parent Guarantor and each other Restricted Subsidiary are released from any Guarantee of payment of such Indebtedness in connection with such Asset Disposition; 

(4)    consideration consisting of Indebtedness of the Parent Guarantor (other than Subordinated
Indebtedness) received after the Issue Date from Persons who are not the Parent Guarantor or any Restricted Subsidiary; and 

(5)    any Designated Non-Cash Consideration received by the Parent Guarantor or any Restricted Subsidiary
in such Asset Dispositions having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this covenant that is at that time outstanding, not to
exceed the greater of $60.0 million and 5.0% of Total Assets (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to
subsequent changes in value). 
 (f)    To the extent that the provisions of any securities laws, rules or regulations,
including Rule 14e-1 under the Exchange Act, conflict with the provisions of this Indenture, the Issuer will comply with the applicable securities laws, rules and regulations and shall not be deemed to have breached its obligations described in this
Indenture by virtue thereof. 
 (g)    The provisions of this Indenture relative to the Issuer’s obligation to make
an offer to repurchase the Notes as a result of an Asset Disposition may be waived or modified with the written consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes. 

(h)    The ABL Credit Agreement may prohibit or limit, and future credit agreements or other agreements to which the
Issuer becomes a party may prohibit or limit, the Issuer from purchasing any Notes pursuant to this covenant. In the event the Issuer is prohibited from purchasing the Notes, the Issuer could seek the consent of its lenders to the purchase of the
Notes or could attempt to refinance the borrowings that contain such prohibition. If the Issuer does not obtain such consent or repay such borrowings, it will remain prohibited from purchasing the Notes. In such case, the Issuer’s failure to
purchase tendered Notes would constitute an Event of Default under this Indenture. 
 SECTION 3.6.    Limitation on
Liens. The Parent Guarantor shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create, Incur or suffer to exist any Lien (except Permitted Liens) (each, a “Subject Lien”) that secures
Obligations under any Indebtedness on any asset or property of the Parent Guarantor or any Restricted Subsidiary, unless in the case of Subject Liens on any asset or property that does not constitute Collateral, the Notes and the Note Guarantees are
equally and ratably secured with (or on a senior basis to, in the case such Subject Lien secures any Subordinated Indebtedness) the Obligations secured by such Subject Lien.

Any Lien created for the benefit of the Holders pursuant to the preceding paragraph shall provide by its terms that such Lien shall be
automatically and unconditionally released and discharged upon the release and discharge of the Subject Lien that gave rise to the obligation to so secure the Notes and the Note Guarantees (which release and discharge in the case of any sale of any
such asset or property shall not affect any Lien that the Notes Collateral Agent may otherwise have on the proceeds from such sale). 

  
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 Any reference to a “Permitted Lien” is not intended to subordinate or postpone, and
shall not be interpreted as subordinating or postponing, or as any agreement to subordinate or postpone, any Lien in favor of the Notes Collateral Agent in respect of the Notes Collateral or the ABL Collateral. 

With respect to any Lien securing Indebtedness that was permitted to secure such Indebtedness at the time of the Incurrence of such
Indebtedness, such Lien shall also be permitted to secure any Increased Amount of such Indebtedness. The “Increased Amount” of any Indebtedness shall mean any increase in the amount of such Indebtedness in connection with any
accrual of interest, the accretion of accreted value, the amortization of original issue discount, the payment of interest in the form of additional Indebtedness with the same terms, accretion of original issue discount or liquidation preference and
increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies or increases in the value of property securing Indebtedness. 

SECTION 3.7.    Limitation on Guarantees. 

(a)    The Parent Guarantor shall not permit any of its Wholly-Owned Domestic Subsidiaries that are Restricted Subsidiaries
(and non-Wholly-Owned Domestic Subsidiaries if such non-Wholly-Owned Domestic Subsidiaries guarantee, or are a co-issuer of, other capital markets debt securities of the Parent Guarantor or any Restricted Subsidiary or guarantee all or a portion of,
or are a co-borrower under, the Credit Agreement), other than the Issuer or a Guarantor, to guarantee the payment of any Indebtedness of the Issuer or any Guarantor unless: 

(1)    such Restricted Subsidiary within 60 days (i) executes and delivers a supplemental indenture to this
Indenture providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Parent Guarantor, the Issuer or any Guarantor, if such Indebtedness is by its express terms subordinated in right of
payment to the Notes or such Guarantor’s Note Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such
Indebtedness is subordinated to the Notes or such Guarantor’s Guarantee of the Notes and (ii) executes and delivers a supplement or joinder to the Security Documents or new Security Documents and takes all actions required thereunder to perfect
the Liens created thereunder; provided that if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Note Guarantee, any such Guarantee by such Restricted Subsidiary with respect to such
Indebtedness shall be subordinated in right of payment to such Note Guarantee with respect to the Notes substantially to the same extent as such Indebtedness is subordinated to the Notes or such Guarantor’s Guarantee of the Notes; and 

(2)    such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or
advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Parent Guarantor or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee until payment in
full of Obligations under this Indenture. 
 provided that this Section 3.7 shall not be applicable (i) to any guarantee of
any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary, or (ii) in the event that the Guarantee of
the Issuer’s obligations under the Notes or this Indenture by such Subsidiary would not be permitted under applicable law. 

(b)    The Parent Guarantor may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to
be a Guarantor to become a Guarantor, in which case, such Subsidiary shall not be required to comply with the 60-day period described in Section 3.7(a). 

(c)    If any Subsidiary Guarantor becomes an Immaterial Subsidiary, the Parent Guarantor shall have the right, by
execution and delivery of a supplemental indenture to the Trustee, to cause such Immaterial Subsidiary to cease to be a Guarantor, subject to the requirement described in the first paragraph above that such Subsidiary shall be required to become a
Guarantor if it ceases to be an Immaterial Subsidiary (except that if such Subsidiary has been properly designated as an Unrestricted Subsidiary it shall not be so required to become a Guarantor or execute a supplemental indenture); provided,
further, that such Immaterial Subsidiary shall not be permitted to Guarantee the Credit Agreement or other Indebtedness of the Parent Guarantor, the Issuer or the Subsidiary Guarantors, unless it again becomes a Guarantor. 

  
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 SECTION 3.8.    Limitation on Affiliate Transactions. 

(a)    The Parent Guarantor shall not, and shall not permit any Restricted Subsidiary to 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 Parent Guarantor (an “Affiliate Transaction”) involving aggregate value in excess of
$15.0 million, unless: 
 (1)    the terms of such Affiliate Transaction taken as a whole are not
materially less favorable to the Parent Guarantor 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 or the execution of the agreement providing for such
transaction in arm’s length dealings with a Person who is not such an Affiliate; and 
 (2)    in
the event such Affiliate Transaction involves an aggregate value in excess of $25.0 million, the terms of such transaction have been approved by a majority of the members of the Board of Directors. 

Any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in clause (2) of this Section 3.8(a) if
such Affiliate Transaction is approved by a majority of the Disinterested Directors, if any. 
 (b)    The provisions of
this Section 3.8(a) above shall not apply to: 
 (1)    any Restricted Payment
permitted to be made pursuant to Section 3.3, or any Permitted Investment; 

(2)    any issuance or sale of Capital Stock, options, other
equity-related interests or other securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, or entering into, or maintenance of, any employment,
consulting, collective bargaining or benefit plan, program, agreement or arrangement, related trust or other similar agreement and other compensation arrangements, options, warrants or other rights to purchase Capital Stock of the Parent Guarantor,
any Restricted Subsidiary or any Parent Entity, restricted stock plans, long-term incentive plans, stock appreciation rights plans, participation plans or similar employee benefits or consultants’ plans
(including valuation, health, insurance, deferred compensation, severance, retirement, savings or similar plans, programs or arrangements) or indemnities provided on behalf of officers, employees, directors or consultants approved by the Board of
Directors of the Parent Guarantor, in each case in the ordinary course of business or consistent with past practice; 

(3)    any Management Advances and any waiver or transaction with respect thereto; 

(4)    (a) any transaction between or among the Parent Guarantor and any Restricted Subsidiary (or entity
that becomes a Restricted Subsidiary as a result of such transaction), or between or among Restricted Subsidiaries and (b) any merger, amalgamation or consolidation with any Parent Entity, provided that such Parent Entity shall have no
material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Parent Guarantor and such merger, amalgamation or consolidation is otherwise consummated in compliance with this Indenture; 

(5)    the payment of compensation, fees and reimbursement of expenses to, and customary indemnities
(including under customary insurance policies) and employee benefit and pension expenses provided on behalf of future, current or former directors, officers, consultants or employees of the Parent Guarantor, any Parent Entity or any Restricted
Subsidiary (whether directly or indirectly and including through any Controlled Investment Affiliate of such directors, officers, consultants or employees); 

(6)    the entry into and performance of obligations of the Parent Guarantor or any of its Restricted
Subsidiaries under the terms of any transaction arising out of, and any payments pursuant to or for purposes of funding, any agreement or instrument in effect as of or on the Issue Date, as these agreements and instruments may be amended, modified,
supplemented, extended, renewed or refinanced from time to time in accordance with the other terms of this covenant or to the extent not more disadvantageous to the Holders in any material respect; 

  
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 (7)    sales of accounts receivable, or participations
therein, in connection with any Receivables Facility; 
 (8)    transactions with customers, clients,
joint venture partners, suppliers, contractors, distributors or purchasers or sellers of goods or services, in each case in the ordinary course of business or consistent with past practice, which are fair to the Parent Guarantor or the relevant
Restricted Subsidiary in the reasonable determination of the Board of Directors or the senior management of the Parent Guarantor or the relevant Restricted Subsidiary, or are on terms no less favorable than those that could reasonably have been
obtained at such time from an unaffiliated party; 
 (9)    any transaction between or among the Parent
Guarantor or any Restricted Subsidiary and any Person that is an Affiliate of the Parent Guarantor or an Associate or similar entity solely because the Parent Guarantor or a Restricted Subsidiary or any Affiliate of the Parent Guarantor or a
Restricted Subsidiary or any Affiliate of any Permitted Holder owns an equity interest in or otherwise controls such Affiliate, Associate or similar entity; 

(10)    issuances or sales of Capital Stock (other than Disqualified Stock or Designated Preferred Stock)
of the Parent Guarantor or options, warrants or other rights to acquire such Capital Stock and the granting of registration and other customary rights in connection therewith or any contribution to capital of the Parent Guarantor or any Restricted
Subsidiary; 
 (11)    payment to any Permitted Holder of all out of pocket expenses Incurred by such
Permitted Holder in connection with its direct or indirect investment in the Parent Guarantor and its Subsidiaries; 

(12)    the Transactions and the payment of all costs and expenses (including all legal, accounting and
other professional fees and expenses) related to the Transactions); 
 (13)    transactions in which the
Parent Guarantor or any Restricted Subsidiary, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Parent Guarantor or such Restricted Subsidiary from a financial
point of view or meets the requirements of Section 3.8(a)(1); 
 (14)    the
existence of, or the performance by the Parent Guarantor or any Restricted Subsidiary of its obligations under the terms of, any equityholders agreement (including any registration rights agreement or purchase agreements related thereto) to which it
is party as of the Issue Date and any similar agreement that it may enter into thereafter; provided, however, that the existence of, or the performance by the Parent Guarantor or any Restricted Subsidiary of its obligations under any
future amendment to the equityholders’ agreement or under any similar agreement entered into after the Issue Date will only be permitted under this clause (15) to the extent that the terms of any such amendment or new agreement are not
otherwise disadvantageous to the Holders in any material respect; 
 (15)    any purchase by the Parent
Guarantor’s Affiliates of Indebtedness or Disqualified Stock of the Parent Guarantor or any of their Restricted Subsidiaries the majority of which Indebtedness or Disqualified Stock is purchased by Persons who are not the Parent
Guarantor’s Affiliates; provided that such purchases by the Parent Guarantor’s Affiliates are on the same terms as such purchases by such Persons who are not the Parent Guarantor’s Affiliates; 

(16)    (i) investments by Affiliates in securities of the Parent Guarantor or any of its Restricted
Subsidiaries (and payment of reasonable out-of-pocket expenses incurred by such Affiliates in connection therewith) so long as the investment is being offered by the Parent Guarantor or such Restricted Subsidiary generally to other non-affiliated
third party investors on the same or more favorable terms and (ii) payments to Affiliates in respect of securities of the Parent Guarantor or any of its Restricted Subsidiaries contemplated in the foregoing subclause (i) or that were acquired
from Persons other than the Parent Guarantor and its Restricted Subsidiaries, in each case, in accordance with the terms of such securities; 

  
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 (17)    payments by the Parent Guarantor (and any Parent
Entity) and its Restricted Subsidiaries pursuant to any tax sharing agreements or other equity agreements in respect of “Related Taxes” among the Parent Guarantor (and any such Parent Entity) and its Restricted Subsidiaries on customary
terms to the extent attributable to the ownership or operation of the Parent Guarantor and its Subsidiaries; 

(18)    payments, Indebtedness and Disqualified Stock (and cancellation of any thereof) of the Parent
Guarantor and its Restricted Subsidiaries and Preferred Stock (and cancellation of any thereof) of any Restricted Subsidiary to any future, current or former employee, director, officer, manager or consultant (or their respective Controlled
Investment Affiliates or Immediate Family Members) of the Parent Guarantor, any of its Subsidiaries or any of its direct or indirect parent companies pursuant to any management equity plan or stock option plan or any other management or employee
benefit plan or agreement or any stock subscription or shareholder agreement; and any employment agreements, stock option plans and other compensatory arrangements (and any successor plans thereto) and any supplemental executive retirement benefit
plans or arrangements with any such employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members) that are, in each case, approved by the board of directors of the Parent
Guarantor in good faith; 
 (19)    employment and severance arrangements between the Parent Guarantor or
its Restricted Subsidiaries and their respective officers and employees in the ordinary course of business; 

(20)    any transition services arrangement, supply arrangement or similar arrangement entered into in
connection with or in contemplation of the disposition of assets or Capital Stock in any Restricted Subsidiary permitted under Section 3.5 or entered into with any Business Successor, in each case, that the Parent Guarantor determines in good
faith is either fair to the Parent Guarantor or otherwise on customary terms for such type of arrangements in connection with similar transactions; 

(21)    transactions entered into by an Unrestricted Subsidiary with an Affiliate prior to the day such
Unrestricted Subsidiary is redesignated as a Restricted Subsidiary pursuant to Section 3.19 and pledges of Capital Stock of Unrestricted Subsidiaries; 

(22)    any agreement between any Person and an Affiliate of such Person existing at the time such Person
is acquired or merged into the Parent Guarantor or a Restricted Subsidiary; provided that such agreement was not entered into in contemplation of such acquisition or merger, and any amendment thereto to the extent that the terms of any such
amendment or new agreement are not otherwise disadvantageous to the Holders in any material respect; 

(23)    the payment of out-of-pocket costs and expenses related to registration rights and customary
indemnities provided to shareholders under any shareholder agreement; and 
 (24)    any Permitted Tax
Restructuring. 
 SECTION 3.9.    Change of Control. 

(a)    If a Change of Control occurs, unless the Issuer has previously or substantially concurrently therewith delivered a
redemption notice with respect to all of the outstanding Notes as set forth under Section 5.7(a) or Section 5.7(d), the Issuer shall make an offer to purchase all of the Notes pursuant to the offer
(the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101.0% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to but excluding the date of
repurchase, provided that if the repurchase date is on or after the record date and on or before the corresponding interest payment date, then Holders in whose name the Notes are registered at the close of business on such record date will receive
interest on the repurchase date. Within 30 days following any Change of Control, the Issuer will deliver or cause to be delivered notice of such Change of Control Offer electronically in accordance with the procedures of DTC or by first-class
mail, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register, with the following information: 

(1)    that a Change of Control Offer is being made pursuant to this Section 3.9,
and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer; 

  
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 (2)    the purchase price and the purchase date, which will
be no earlier than 30 days nor later than 60 days from the date such notice is delivered (the “Change of Control Payment Date”); 

(3)    that any Note not properly tendered will remain outstanding and continue to accrue interest; 

(4)    that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted
for payment pursuant to the Change of Control Offer will cease to accrue interest, on the Change of Control Payment Date; 

(5)    that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be
required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of
business on the third Business Day preceding the Change of Control Payment Date; 
 (6)    that Holders
will be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes; provided that the Paying Agent receives, not later than the close of business on the second Business Day prior to the
expiration date of the Change of Control Offer, a telegram, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its
tendered Notes and its election to have such Notes purchased; 
 (7)    that Holders whose Notes are
being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to at least $2,000 or any integral
multiple of $1,000 in excess of $2,000; 
 (8)    if such notice is delivered prior to the occurrence of
a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control; and 

(9)    the other instructions, as determined by the Issuer, consistent with this
Section 3.9, that a Holder must follow. 
 The Paying Agent will promptly deliver to each Holder of the Notes
tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any
unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Issuer will publicly announce the results of the
Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. 
 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 will be paid on the relevant interest payment date to the Person in whose name a Note is registered at the close of business on
such record date. 

  
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 (b)    On the Change of Control Payment Date, the Issuer will, to the extent
permitted by law, 
 (1)    accept for payment all Notes issued by it or portions thereof properly
tendered pursuant to the Change of Control Offer, 
 (2)    deposit with the Paying Agent an amount equal
to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered, and 

(3)    deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together
with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer. 

(c)    The Issuer will not be required to make a Change of Control Offer following a Change of Control if (x) 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 Issuer and purchases all Notes validly tendered and
not withdrawn under such Change of Control Offer or (y) a notice of redemption of all outstanding Notes has been given pursuant to Section 5.7 hereof unless and until there is a default in the payment of the redemption
price on the applicable redemption date or the redemption is not consummated due to the failure of a condition precedent contained in the applicable redemption notice to be satisfied. 

(d)    Notwithstanding anything to the contrary in this Section 3.9, a Change of Control Offer
may be made in advance of a Change of Control, conditional upon such Change of Control. 
 (e)    The provisions of this
Indenture relative to the Issuer’s obligation to make an offer to repurchase the Notes as a result of a Change of Control may, to the extent permitted by Article IX hereof, be waived or modified with the written consent of the Holders of a
majority in principal amount of the then outstanding Notes. 
 (f)    While the Notes are in global form and the Issuer
makes an offer to purchase all of the Notes pursuant to the Change of Control Offer, a Holder may exercise its option to elect for the purchase of the Notes through the facilities of DTC, subject to its rules and regulations. 

(g)    The Issuer will comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act
and any other securities laws, rules and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to a Change of Control Offer. To the extent that the provisions of any
securities laws, rules or regulations conflict with the provisions of this Indenture, the Issuer will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in this Indenture by
virtue thereof. 
 SECTION 3.10.    Reports. 

(a)    Notwithstanding that the Parent Guarantor may not be subject to the reporting requirements of Section 13 or 15(d) of
the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, from and after the Issue Date, the Parent Guarantor shall
furnish to the Trustee: 
 (1)    within 100 days after the end of each fiscal year, all financial
information that would be required to be contained in an annual report on Form 10-K, or any successor or comparable form, filed with the SEC, including a “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” and a report on the annual financial statements by the Parent Guarantor’s independent registered public accounting firm; 

(2)    within 55 days after the end of each of the first three fiscal quarters of each fiscal year,
all financial information that would be required to be contained in a quarterly report on Form 10-Q, or any successor or comparable form, filed with the SEC, including (A) a “Management’s Discussion and Analysis of Financial Condition and
Results of Operations,” and (B) financial statements prepared in accordance with GAAP; and 

  
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 (3)    within 15 days after the occurrence of any of the
following events, all current reports that would be required to be filed with the SEC on Form 8-K or any successor or comparable form (if the Parent Guarantor had been a reporting company under Section 15(d) of the Exchange Act); provided,
that the foregoing shall not obligate the Parent Guarantor to make available (i) any information otherwise required to be included on a Form 8-K regarding the occurrence of any such events if the Parent Guarantor determines in its good faith
judgment that such event that would otherwise be required to be disclosed is not material to the Holders or the business, assets, operations, financial positions or prospects of the Parent Guarantor and its Restricted Subsidiaries taken as a whole,
(ii) a summary of the terms of, any employment or compensatory arrangement, agreement, plan or understanding between the Parent Guarantor (or any of its Subsidiaries) and any director, manager or executive officer of the Parent Guarantor (or any of
its Subsidiaries) or (iii) copies of any agreements, financial statements or other items that would be required to be filed as exhibits to a current report on Form 8-K (except for (x) material Indebtedness and (y) historical and pro forma
financial statements to the extent reasonably available): 
 (A)    the entry into or termination of
material agreements; 
 (B)    significant acquisitions or dispositions; 

(C)    bankruptcy; 

(D)    cross-default under direct material financial obligations; 

(E)    a change in the Parent Guarantor’s certifying independent auditor; 

(F)    the appointment or departure of directors or executive officers; 

(G)    non-reliance on previously issued financial statements; and 

(H)    change of control transactions, 

in each case, in a manner that complies in all material respects with the requirements specified in such form, except as described above or below and subject
to exceptions consistent with the presentation of information in the Offering Memorandum; provided, however, that the Parent Guarantor shall not be required to (i) comply with Regulation G under the Exchange Act or Item 10(e) of
Regulation S-K with respect to any “non-GAAP” financial information contained therein, (ii) provide any information that is not otherwise similar to information currently included in the Offering Memorandum or (iii) provide separate
financial statements or other information contemplated by Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X, or in each case any successor provisions or any schedules required by Regulation S-X. In addition, notwithstanding the foregoing, the
Parent Guarantor will not be required to (i) comply with Sections 302, 906 and 404 of the Sarbanes-Oxley Act of 2002, as amended, or (ii) otherwise furnish any information, certificates or reports required by Items 307 or 308 of Regulation
S-K. To the extent any such information is not so filed or furnished, as applicable, within the time periods specified above and such information is subsequently filed or furnished, as applicable, the Parent Guarantor will be deemed to have
satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights of the Holders under Section 6.1
hereof if Holders of at least 30.0% in aggregate principal amount of the then total outstanding Notes have declared the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable
immediately and such declaration shall not have been rescinded or cancelled prior to such cure. In addition, to the extent not satisfied by the foregoing, the Parent Guarantor shall agree that, for so long as any Notes are outstanding, it shall
furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. 

(b)    If the Parent Guarantor has designated any of its Subsidiaries as Unrestricted Subsidiaries and such Unrestricted
Subsidiaries hold in the aggregate more than 5.0% of the Total Assets of the Parent Guarantor, then the annual and quarterly financial information required by Section 3.10(a)(1) and (2) will include a reasonably detailed presentation,
either on the face of the financial statements or in the footnotes thereto, and in “Management’s 

  
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Discussion and Analysis of Financial Condition and Results of Operations,” of the financial condition and results of operations of the Parent Guarantor and its Restricted Subsidiaries
separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Parent Guarantor. 

(c)    Substantially concurrently with the furnishing or making such information available to the Trustee pursuant to the
immediately preceding paragraph, the Parent Guarantor shall also use its commercially reasonable efforts to post copies of such information required by the immediately preceding paragraph on a website (which may be nonpublic and may be maintained by
the Parent Guarantor or a third party) to which access will be given to the Holders, prospective investors in the Notes (which prospective investors shall be limited to “qualified institutional buyers” within the meaning of Rule 144A of
the Securities Act or non-U.S. persons (as defined in Regulation S under the Securities Act) that certify their status as such to the reasonable satisfaction of the Parent Guarantor), and securities analysts and market making financial institutions
that are, in the case of securities analysts and market making financial institutions, reasonably satisfactory to the Parent Guarantor. To the extent the Parent Guarantor determines in good faith that it cannot make such reports available in the
manner described in the preceding sentence after the use of its commercially reasonable efforts, the Parent Guarantor shall furnish such reports to the Holders of the Notes, upon their request. The Parent Guarantor may condition the delivery of any
such reports to such Holders, prospective investors in the Notes, and securities analysts and market making financial institutions on the agreement of such Persons to (i) treat all such reports (and the information contained therein) and information
as confidential, (ii) not use such reports and the information contained therein for any purpose other than their investment or potential investment in the Notes and (iii) not publicly disclose any such reports (and the information contained
therein) and information. 
 (d)    The Parent Guarantor will also hold quarterly conference calls for the Holders of
Notes, prospective investors in the Notes and securities analysts and market making financial institutions, to discuss financial information for the previous quarter (it being understood that such quarterly conference call may be the same conference
call as with the Parent Guarantor’s (or as applicable, any of any Parent Entity’s) equity investors and analysts). The conference call will be following the last day of each fiscal quarter of the Parent Guarantor and not later than 15
Business Days from the time that the Parent Guarantor distributes the financial information as set forth in the third preceding paragraph. No fewer than two days prior to the conference call, the Parent Guarantor will issue a press release or
otherwise announce the time and date of such conference call and providing instructions for Holders, securities analysts, prospective investors and market making financial institutions to obtain access to such call. 

(e)    The Parent Guarantor may satisfy its obligations pursuant to this Section 3.10 with
respect to financial information relating to the Parent Guarantor by furnishing financial information relating to a Parent Entity; provided that the same is accompanied by consolidating information that explains in reasonable detail the
differences between the information relating to a Parent Entity (and other direct or indirect Parent Entities included in such information, if any), on the one hand, and the information relating to the Parent Guarantor and its Restricted
Subsidiaries on a standalone basis, on the other hand. For the avoidance of doubt, the consolidating information referred to in the proviso in the preceding sentence need not be audited. 

(f)    Notwithstanding anything to the contrary set forth in this Section 3.10, if the Parent Guarantor or any
Parent Entity of the Parent Guarantor has furnished to the Holders of Notes or filed with the SEC the reports described in the preceding paragraphs with respect to the Parent Guarantor or any Parent Entity, the Parent Guarantor shall be deemed to be
in compliance with the provisions of this Section 3.10. 
 Delivery of reports, information and documents to the Trustee is for
informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Parent Guarantor’s compliance
with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). 

  
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 SECTION 3.11.    [Reserved]. 

SECTION 3.12.    Maintenance of Office or Agency. 

The Issuer will maintain 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. The corporate trust office of the Trustee, which initially shall be located at Wilmington Trust, National Association, 50 South Sixth St. Suite 1290, Minneapolis, Minnesota 55402 Attention:
BMC Stock Holdings, Inc. Administrator, shall be such office or agency of the Issuer, unless the Issuer shall designate and maintain some other office or agency for one or more of such purposes. The Issuer will give prompt written notice to the
Trustee of any change in the location of any such office or agency. If at any time the Issuer shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations and surrenders
may be made or served at the corporate trust office of the Trustee, and the Issuer hereby appoints the Trustee as its agent to receive all such presentations and surrenders. 

The Issuer may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any
or all such purposes and may from time to time rescind any such designation. The Issuer will 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. The
office of the Trustee shall not be an office or agency of the Issuer for the purposes of service of legal process on the Issuer or any Guarantor. 

SECTION 3.13.    Corporate Existence. Except as otherwise provided in this
Article III, Article IV and Section 10.2(b), the Parent Guarantor will do or cause to be done all things necessary to preserve and keep in full force and effect its
existence, corporate or otherwise, and the corporate, partnership, limited liability company or other existence of each Restricted Subsidiary and the rights (charter and statutory), licenses and franchises of the Parent Guarantor and each Restricted
Subsidiary; provided, however, that the Parent Guarantor shall not be required to preserve any such right, license or franchise or the corporate, partnership, limited liability company or other existence of any Restricted Subsidiary if
the respective Board of Directors or, with respect to a Restricted Subsidiary that is not a Significant Subsidiary (or group of Restricted Subsidiaries that taken together would not be a Significant Subsidiary), senior management of the Parent
Guarantor determines that the preservation thereof is no longer desirable in the conduct of the business of the Parent Guarantor and each of its Restricted Subsidiaries, taken as a whole, and that the loss thereof is not, and will not be,
disadvantageous in any material respect to the Holders. 
 SECTION 3.14.    Payment of Taxes. The Issuer
shall pay or discharge or cause to be paid or discharged, before the same shall become delinquent, all material taxes, assessments and governmental charges levied or imposed upon the Issuer or any Subsidiary; provided, however, that
the Issuer shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim the amount, applicability or validity of which 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 Issuer), are being maintained in accordance with GAAP or where the failure to effect such payment will not be disadvantageous to the Holders.  
 SECTION 3.15.    [Reserved]. 

SECTION 3.16.    Compliance Certificate. The Issuer shall deliver to the Trustee within 120 days after the
end of each fiscal year of the Issuer an Officer’s Certificate, one of the signers of which shall be the principal executive officer, principal financial officer or principal accounting officer of the Issuer, stating that in the course of the
performance by the signer of his or her duties as an Officer of the Issuer 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 the
previous fiscal year; provided that no such Officer’s Certificate shall be required for any fiscal year ended prior to the Issue Date. If such Officer does have such knowledge, the certificate shall describe the Default or Event of
Default, its status and the action the Issuer is taking or proposes to take with respect thereto. 

  
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 SECTION 3.17.    Further Instruments and Acts; Information
Regarding Collateral; Further Assurances; After-Acquired Property. 
 (a)    Upon request of the Trustee or as
necessary to comply with future developments or requirements, the Issuer will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

 (b)    The Issuer shall furnish to the Notes Collateral Agent, with respect to the Issuer or any Guarantor, prompt
written notice, but in any event within 10 days, of any change in such Person’s (i) name, (ii) jurisdiction of organization or formation, (iii) registration as an organization (or any new such registration) or (iv) identity or organizational
structure in any manner which might make any financing statement filed hereunder incorrect or misleading; provided that neither the Issuer nor any Guarantor shall change its jurisdiction of organization or formation to a jurisdiction outside
of the United States. To the extent required by the Issuer and the Guarantors shall make all filings under the Uniform Commercial Code or equivalent statutes, or otherwise that are required by applicable law in order for the Notes Collateral Agent
to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral (subject to Permitted Liens and to the terms of the Intercreditor Agreements and the Security Documents, as applicable). 

(c)    Subject to the applicable limitations set forth in the Security Documents and this Indenture (including with
respect to Excluded Assets), the Issuer and the Guarantors shall execute any and all further documents, financing statements, applications for registration, agreements and instruments, and take all further action that may be required under
applicable law, or that the Notes Collateral Agent may reasonably request, in order to grant, preserve, protect and perfect the validity and priority of the security interests created or intended to be created by the Security Documents in the
Collateral. Subject to the applicable limitations set forth in the Security Documents and this Indenture (including with respect to Excluded Assets), if, after the Issue Date, the Issuer or a Guarantor acquires property that is not automatically
subject to a perfected security interest under the Security Documents and such property constitutes or would constitute Collateral (including, without limitation, any asset of the Issuer or a Guarantor that becomes Collateral subsequent to the Issue
Date as a result of such asset ceasing to be an Excluded Asset) or an entity becomes a Guarantor, then the Issuer or such Guarantor shall, as soon as practicable, but in any event, within 90 days, provide for security over such property (or, in the
case of a new Guarantor, its assets of the type that would constitute Collateral under the Security Documents) in favor of the Notes Collateral Agent and deliver certain joinder agreements or supplements as required by this Indenture and the
Security Documents. In any event, with respect to the perfection of security interests otherwise created in any personal property Collateral pursuant to the terms of the Security Documents, unless otherwise required by the ABL Credit Agreement or
any other Credit Facilities then in existence, the only perfection actions required in respect of personal property Collateral shall be (i) the periodic filing of appropriate financing statements under the Uniform Commercial Code and (ii) the
periodic filing with the United States Patent and Trademark Office and/or the United States Copyright Office of appropriate notices of security interests in any registered intellectual property of the Issuer or any Guarantor. 

(d)    To the extent any security interests in the real property that constitute Collateral have not been perfected on the
Issue Date, to the extent required by the Security Documents, the Issuer shall use commercially reasonable efforts promptly following the Issue Date to do or cause to be done all acts and things that may be required to have all such security
interests in the real property that constitute Collateral to be duly created, enforceable and perfected, and all such security interests in the real property Collateral will have been duly created and be enforceable and perfected to the extent
required by the Security Documents, no later than the later of (a) 90 days after the Issue Date and (b) the date such security interests in the real property that constitute Collateral are required to be duly created and enforceable and perfected
under the Security Documents (after giving effect to any waiver or extension obtained from the Notes Collateral Agent acting at the direction of the majority of the Holders of the Notes thereunder). 

SECTION 3.18.    Statement by Officers as to Default. The Issuer shall deliver to the Trustee, as soon
as possible and in any event within 30 days after the Issuer becomes aware of the occurrence of any Default or Event of Default, an Officer’s Certificate setting forth the details of such Event of Default or Default, its status and the
actions which the Issuer is taking or proposes to take with respect thereto. 
 SECTION 3.19.    Designation of
Restricted and Unrestricted Subsidiaries. The Parent Guarantor may designate any Restricted Subsidiary (other than the Issuer) to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is
designated as an Unrestricted Subsidiary, the aggregate fair market 

  
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value of all outstanding Investments owned by the Parent Guarantor and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be an Investment
made as of the time of the designation and will reduce the amount available for Restricted Payments as described in Section 3.3 herein or under one or more clauses of the definition of Permitted Investments, as determined by the Parent
Guarantor. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Parent Guarantor may redesignate any Unrestricted
Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. 
 Any designation of a Subsidiary of the Parent
Guarantor as an Unrestricted Subsidiary will be evidenced to the Trustee by an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 3.3 herein. If, at any time, any
Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to
be incurred by a Restricted Subsidiary of the Parent Guarantor as of such date and, if such Indebtedness is not permitted to be incurred as of such date by Section 3.2 herein, the Parent Guarantor will be in default of such covenant. 

The Parent Guarantor may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Parent Guarantor;
provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Parent Guarantor of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted
if (1) such Indebtedness is permitted under Section 3.2 herein (including pursuant to clause 5(b) thereof treating such redesignation as an acquisition for the purpose of such clause), calculated on a pro forma basis as if such
designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Parent Guarantor shall be evidenced to the Trustee by
an Officer’s Certificate certifying that such designation complies with the preceding conditions. 
 SECTION
3.20.    Suspension of Certain Covenants on Achievement of Investment Grade Status. Following the first day the Notes have achieved Investment Grade Status and no Default or Event of Default has occurred and is
continuing under this Indenture, the beginning on that day and ending on a Reversion Date (such period a “Suspension Period”), the Parent Guarantor and its Restricted Subsidiaries will not be subject to
Sections 3.2, 3.3, 3.4, 3.5, 3.7, 3.8, 4.1(a)(3) and 4.1(f)(3)(iv). 

On the Reversion Date, all Indebtedness Incurred during the Suspension Period will be deemed to have been outstanding on the Issue Date, so
that it is classified as permitted under Section 3.2(b)(4)(ii). On and after the Reversion Date, all Liens created during the Suspension Period will be considered Permitted Liens. Calculations made after the Reversion Date
of the amount available to be made as Restricted Payments under Section 3.3 will be made as though Section 3.3 had been in effect since the Issue Date and prior to, but not during, the Suspension
Period. Accordingly, Restricted Payments made during the Suspension Period will not reduce the amount available to be made as Restricted Payments under Section 3.3(a). On the Reversion Date, the amount of Excess Proceeds
shall be reset at zero. Any Affiliate Transaction entered into after the Reversion Date pursuant to an agreement entered into during any Suspension Period will be deemed to have been outstanding on the Issue Date, so that it is classified as
permitted under Section 3.8(b)(6). Any encumbrance or restriction on the ability of any Restricted Subsidiary to take any action described in Section 3.4(a)(1) through (3) that becomes effective during the Suspension
Period will be deemed to have existed on the Issue Date, so that it is classified as permitted under Section 3.4(b)(1). In addition, any future obligation to grant further Guarantees shall be released. All such further obligations to grant
Guarantees shall be reinstated on the Reversion Date. As described above, however, no Default, Event of Default or breach of any kind shall be deemed to have occurred as a result of the Reversion Date occurring on the basis of any actions taken or
the continuance of any circumstances resulting from actions taken or the performance of obligations under agreements entered into by the Parent Guarantor or any of the Restricted Subsidiaries during the Suspension Period (other than agreements to
take actions after the Reversion Date that would not be permitted outside of the Suspension Period entered into in contemplation of the Reversion Date). 

The Issuer, in an Officer’s Certificate, shall provide the Trustee notice of any Covenant Suspension or Reversion Date. The Trustee will
have no obligation to (i) independently determine or verify if such events have occurred or (ii) make any determination regarding the impact of actions taken during the Suspension Period on the Issuer’s future compliance with its
covenants. In addition, the Trustee shall have no duty to monitor the ratings of the Notes, shall not be deemed to have any knowledge of the ratings of 

  
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the Notes and shall have no duty to notify Holders if the Notes achieve Investment Grade Status. The Issuer shall notify the Trustee of any commencement of a Suspension Period or occurrence of a
Reversion Date. 
 ARTICLE IV 

SUCCESSOR COMPANY; SUCCESSOR PERSON 

SECTION 4.1.    Merger, Amalgamation and Consolidation. 

(a)    The Issuer will not consolidate with or merge or amalgamate with or into or convey, transfer or lease all or
substantially all its assets, in one transaction or a series of related transactions to any Person, unless: 

(1)    the resulting, surviving or transferee Person (the “Successor Company”) will be a
Person organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and the Successor Company (if not the Issuer) will expressly assume, by supplemental indenture, executed and
delivered to the Trustee, all the obligations of the Issuer under the Notes, the Security Documents and this Indenture; 

(2)    immediately after giving effect to such transaction (and treating any Indebtedness that becomes an
obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no
Default or Event of Default shall have occurred and be continuing; 
 (3)    immediately after giving
effect to such transaction, either (a) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) hereof, (b) the Fixed Charge Coverage Ratio of
the Parent Guarantor and the Restricted Subsidiaries would not be lower than it was immediately prior to giving effect to such transaction or (c) the Consolidated Total Leverage Ratio of the Parent Guarantor and the Restricted Subsidiaries would be
no higher than it was immediately prior to giving effect to such transaction; and 
 (4)    the Issuer
shall have delivered to the Trustee and the Notes Collateral Agent an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, amalgamation or transfer and such supplemental indenture (if any) comply with
this Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal, valid and binding agreement enforceable against the Successor Company; provided that
in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of clauses (2) and (3) above. 

(b)    [Reserved]. 

(c)    The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the
Issuer under the Notes, the Security Documents and this Indenture. 
 (d)    Notwithstanding the preceding
clauses (a)(2), (a)(3) and (a)(4) and clauses (iii), (iv), and (v) of Section 4.1(f)(3) (which do not apply to transactions referred to in this sentence), (i) any Restricted Subsidiary of the Parent Guarantor may consolidate or
otherwise combine with, merge or amalgamate into or transfer all or part of its properties and assets to the Parent Guarantor or the Issuer, (ii) any Restricted Subsidiary may consolidate or otherwise combine with, merge or amalgamate into or
transfer all or part of its properties and assets to any other Restricted Subsidiary and (iii) the Parent Guarantor and its Restricted Subsidiaries may complete any Permitted Tax Restructuring. Notwithstanding the preceding clauses (a)(2) and
(a)(3) and clauses (iii), (iv), and (v) of Section 4.1(f)(3) (which do not apply to the transactions referred to in this sentence), the Issuer and Parent Guarantor may consolidate or otherwise combine with or merge or amalgamate
into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Issuer and Parent Guarantor, reincorporating the Issuer and Parent Guarantor in another jurisdiction, or changing the legal form of the Issuer and
Parent Guarantor. 

  
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 (e)    The foregoing provisions (other than the requirements of
clause (a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary of the Parent Guarantor. 

(f)    The Parent Guarantor may not: 

(1)    consolidate with or merge or amalgamate with or into any Person; or 

(2)    sell, convey, transfer or dispose of, all or substantially all its assets, in one transaction or a
series of related transactions, to any Person; or 
 (3)    permit any Person to merge or amalgamate with
or into the Parent Guarantor; unless: 
 (i)    the Parent Guarantor is the continuing Person, or 

(ii)    the resulting, surviving or transferee Person (the “Successor Guarantor”) is
organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and expressly assumes all of the obligations of the Parent Guarantor under the Parent Guarantee, the Security Documents
and the Indenture; and 
 (iii)    immediately after giving effect to such transaction (and treating any
Indebtedness that becomes an obligation of the Successor Guarantor or any Subsidiary of the Successor Guarantor as a result of such transaction as having been Incurred by the Successor Guarantor or such Subsidiary at the time of such transaction),
no Default or Event of Default shall have occurred and be continuing; 
 (iv)    immediately after giving
effect to such transaction, either (a) the Successor Guarantor would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a), (b) the Fixed Charge Coverage Ratio of the Successor Guarantor and the Restricted
Subsidiaries would not be lower than it was immediately prior to giving effect to such transaction or (c) the Consolidated Total Leverage Ratio of the Successor Guarantor and the Restricted Subsidiaries would be no higher than it was immediately
prior to giving effect to such transaction; and 
 (v)    the Issuer shall have delivered to the Trustee
an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, amalgamation or transfer and such supplemental indenture (if any) comply with the Indenture and an Opinion of Counsel stating that such
supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal, valid and binding agreement enforceable against the Successor Guarantor, provided that in giving an Opinion of Counsel, counsel may rely on an
Officer’s Certificate as to any matters of fact, including as to satisfaction of clauses (iii) and (iv) above. 

(g)    The Successor Guarantor will succeed to, and be substituted for, and may exercise every right and power of, the
Parent Guarantor under the Notes, the Security Documents and this Indenture. 
 (h)    No Subsidiary Guarantor may: 

(1)    consolidate with or merge or amalgamate with or into any Person; or 

(2)    sell, convey, transfer or dispose of, all or substantially all its assets, in one transaction or a
series of related transactions, to, any Person; or 
 (3)    permit any Person to merge or amalgamate
with or into such Guarantor, unless 

  
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 (i)    the other Person is the Parent Guarantor, the Issuer
or any Restricted Subsidiary that is a Subsidiary Guarantor or becomes a Subsidiary Guarantor concurrently with the transaction; or 

(ii)    (A) either (x) the Issuer or a Guarantor is the continuing Person or (y) the resulting,
surviving or transferee Person expressly assumes all of the obligations of the Subsidiary Guarantor under its Subsidiary Guarantee, the Security Documents and this Indenture; and 

(B)    immediately after giving effect to the transaction, no Default has occurred and is continuing; or

 (iii)    the transaction constitutes a sale or other disposition (including by way of consolidation,
merger or amalgamation) of the Subsidiary Guarantor or the sale or disposition of all or substantially all the assets of the Subsidiary Guarantor (in each case other than to the Parent Guarantor or a Restricted Subsidiary) otherwise permitted by
this Indenture. 
 ARTICLE V 

REDEMPTION OF SECURITIES 

SECTION 5.1.    Notices to Trustee. If the Issuer elects to redeem Notes pursuant to the optional redemption
provisions of Section 5.7 hereof, it must furnish to the Trustee, at least 15 days but not more than 60 days before a redemption date, an Officer’s Certificate setting forth: 

(1)    the clause of this Indenture pursuant to which the redemption shall occur; 

(2)    the redemption date; 

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

(4)    the redemption price. 

Any optional redemption referenced in such Officer’s Certificate may be cancelled by the Issuer at any time prior to notice of redemption
being sent to any Holder and thereafter shall be null and void. 
 SECTION 5.2.    Selection of Notes to Be Redeemed
or Purchased. If less than all of the Notes are to be redeemed pursuant to Section 5.7 or purchased in an Asset Disposition Offer pursuant to Section 3.5 or a redemption pursuant to
Section 5.9, the Trustee will select Notes for redemption or purchase (a) if the Notes are in global form, on a pro rata basis or such similar method in accordance with the applicable procedures of DTC and (b) if
the Notes are in definitive form, on a pro rata basis (subject to adjustments to maintain the authorized Notes denomination requirements) except: 

(1)    if the Notes are listed on any national securities exchange, in compliance with the requirements of
the principal national securities exchange on which the Notes are listed; or 
 (2)    if otherwise
required by law. 
 No Notes in an unauthorized denomination or of $2,000 in aggregate principal amount or less shall be redeemed in part.
In the event of partial redemption, the particular Notes to be redeemed or purchased will be selected, unless otherwise provided herein, not less than 15 days nor more than 60 days prior to the redemption or purchase date by the Trustee
from the outstanding Notes not previously called for redemption or purchase; provided that the Issuer shall provide the Trustee with sufficient notice of such partial redemption to enable the Trustee to select the Notes for partial
redemption. 

  
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 The Trustee will promptly notify the Issuer in writing of the Notes selected for redemption or
purchase and, in the case of any Note selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Notes and portions of Notes selected will be in amounts of $2,000 or whole multiples of $1,000; except that
if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed or purchased. Except as provided in the preceding sentence, provisions
of this Indenture that apply to Notes called for redemption or purchase also apply to portions of Notes called for redemption or purchase. 

SECTION 5.3.    Notice of Redemption. At least 15 days but not more than 60 days before a redemption
date, the Issuer will send or cause to be sent, by electronic delivery or by first class mail postage prepaid, a notice of redemption to each Holder (with a copy to the Trustee) whose Notes are to be redeemed at the address of such Holder appearing
in the security register or otherwise in accordance with the procedures of DTC, except that redemption notices may be sent more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a
satisfaction and discharge of this Indenture pursuant to Articles VIII or XI hereof. 
 The notice will identify the Notes (including
the CUSIP or ISIN number) to be redeemed and will state: 
 (1)    the redemption date; 

(2)    the redemption price; 

(3)    if any Note is being redeemed in part, the portion of the principal amount of such Note to be
redeemed and that, after the redemption date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion will be issued upon cancellation of the original Note; 

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

(5)    that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption
price; 
 (6)    that, unless the Issuer defaults in making such redemption payment, interest on Notes
called for redemption ceases to accrue on and after the redemption date; 
 (7)    the paragraph of the
Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed; and 

(8)    that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed
in such notice or printed on the Notes. 
 At the Issuer’s request, the Trustee will give the notice of redemption in the Issuer’s
name and at its expense; provided, however, that the Issuer has delivered to the Trustee, at least 30 days prior to the redemption date (or such shorter period as the Trustee may agree), an Officer’s Certificate requesting
that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph. 

Notice of any redemption of the Notes may, at the Issuer’s discretion, be given prior to the completion of a transaction (including but
not limited to an Equity Offering, an incurrence of Indebtedness, a Change of Control or other transaction) and any redemption notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited
to, completion of a related transaction. If such redemption or purchase is so subject to satisfaction of one or more conditions precedent such notice shall describe each such condition, and if applicable, shall state that, in the Issuer’s
discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not
have been satisfied by the redemption date, or by the redemption date as so delayed. In addition, the Issuer may provide in such notice that payment of the redemption price and performance of the Issuer’s obligations with respect to such
redemption may be performed by another Person. 
 SECTION 5.4.    [Reserved] 

  
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 SECTION 5.5.    Deposit of Redemption or Purchase Price. Prior to
11:00 a.m. Eastern Time on the redemption or purchase date, the Issuer will deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption or purchase price of and accrued interest on, all Notes to be redeemed or
purchased on that date. The Trustee or the Paying Agent will promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the redemption or purchase price of, and
accrued interest, on, all Notes to be redeemed or purchased. 
 If the Issuer complies with the provisions of the preceding paragraph, on
and after the redemption or purchase date, interest will cease to accrue on the Notes or the portions of Notes called for redemption or purchase. If a Note is redeemed or purchased on or after an interest record date but on or prior to the related
interest payment date, then any accrued and unpaid interest up to the redemption date shall be paid to the Person in whose name such Note was registered at the close of business on such record date. If any Note called for redemption or purchase is
not so paid upon surrender for redemption or purchase because of the failure of the Issuer to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption or purchase date until such principal is paid, and
to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 3.1 hereof. 

SECTION 5.6.    Notes Redeemed or Purchased in Part. Upon surrender of a Note that is redeemed or
purchased in part, the Issuer will issue and, upon receipt of an Issuer Order, the Trustee will authenticate for the Holder at the expense of the Issuer a new Note equal in principal amount to the unredeemed or unpurchased portion of the Note
surrendered; provided, that each such new Note will be in a minimum principal amount of $2,000 or integral multiple of $1,000 in excess thereof. 

SECTION 5.7.    Optional Redemption. 

(a)    At any time prior to October 1, 2019, the Issuer may redeem the Notes in whole or in part, at its option, upon not
less than 15 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, at a redemption price (expressed as percentages of principal amount of the
Notes to be redeemed) equal to 100.000% of the principal amount of Notes redeemed plus the relevant Applicable Premium as of, and accrued and unpaid interest, to but excluding the date of redemption (the
“Redemption Date”), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date. 

(b)    At any time and from time to time prior to October 1, 2019, the Issuer may, on one or more occasions, upon not less
than 15 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 40.0% of the original aggregate principal amount of Notes issued
under this Indenture at a redemption price (expressed as percentages of principal amount of the Notes to be redeemed) equal to 105.50% of the aggregate principal amount thereof, plus accrued and unpaid interest, to but excluding the applicable
Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds received by the Parent Guarantor of one or more Equity
Offerings; provided that not less than 50.0% of the original aggregate principal amount of Notes initially issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (excluding Notes held by the
Parent Guarantor or any of its Restricted Subsidiaries); provided further that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be
purchased in the manner described under Sections 5.1 through 5.6. 
 (c)    Except
pursuant to clauses (a), (b) and (e) of this Section 5.7, the Notes will not be redeemable at the Issuer’s option prior to October 1, 2019. 

(d)    At any time and from time to time on or after October 1, 2019, the Issuer may redeem the Notes, in whole or in
part, upon not less than 15 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of
principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest thereon, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the
relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on October 1 of each of the years indicated in the table below:

  

					
	 Period
	  	Percentage	 
	 2019
	  	 	104.125	% 
	 2020
	  	 	102.750	% 
	 2021
	  	 	101.375	% 
	 2022 and thereafter
	  	 	100.000	% 


  
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 (e)    At any time and from time to time to time during the 36 month period
following the Issue Date, the Issuer may, upon not less than 15 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 10.0% of
the aggregate principal amount of the Notes issued under this Indenture (including any Additional Notes) during each twelve-month period beginning on the Issue Date at a redemption price of 103.0% of the aggregate principal amount thereof, plus
accrued and unpaid interest, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date. 

(f)    Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control
Offer or Asset Disposition Offer, if Holders of not less than 90.0% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Issuer, or any third party making such tender offer
in lieu of the Issuer, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third party shall have the right upon not less than 15 nor more than 60 days’ prior notice, with a copy to the Trustee, to
each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 15 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price
offered to each other Holder in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to but not including, the date of such redemption. 

(g)    Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or
portions thereof called for redemption on the applicable Redemption Date. 
 (h)    Any redemption pursuant to this
Section 5.7 shall be made pursuant to the provisions of Sections 5.1 through 5.6. 

SECTION 5.8.    Mandatory Redemption. The Issuer is not required to make mandatory redemption or sinking fund
payments with respect to the Notes; provided however, that under certain circumstances, the Issuer may be required to offer to purchase Notes under Section 3.5 and Section 3.9. The Issuer may at any time and from time to time
purchase Notes in the open market or otherwise. 
 ARTICLE VI 

DEFAULTS AND REMEDIES 

SECTION 6.1.    Events of Default. 

(a)    Each of the following is an “Event of Default”: 

(1)    default in any payment of interest on any Note when due and payable, continued for 30 days;

 (2)    default in the payment of the principal amount of or premium, if any, on any Note issued under
this Indenture when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise; 

  
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 (3)    failure by the Issuer or any Guarantor to comply for
60 days after written notice by the Trustee on behalf of the Holders or by the Holders of 30.0% in aggregate principal amount of the outstanding Notes with any agreement or obligation contained in this Indenture or the Security Documents;
provided that in the case of a failure to comply with this Indenture provisions described under Section 3.10, such period of continuance of such default or breach shall be 270 days after written notice described in this clause
(3) has been given; 
 (4)    default under any mortgage, indenture or instrument under which there
may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Parent Guarantor or any Significant Subsidiary (or group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated
financial statements for the Parent Guarantor and its Restricted Subsidiaries) would constitute a Significant Subsidiary) (or the payment of which is Guaranteed by the Parent Guarantor or any Significant Subsidiary (or group of Restricted
Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Parent Guarantor and its Restricted Subsidiaries) would constitute a Significant Subsidiary)) other than Indebtedness owed to the Parent Guarantor
or a Restricted Subsidiary whether such Indebtedness or Guarantee now exists, or is created after the date hereof, which default: 

(A)    is caused by a failure to pay principal of such Indebtedness, at its stated final maturity (after
giving effect to any applicable grace periods provided in such Indebtedness); or 
 (B)    results in the
acceleration of such Indebtedness prior to its stated final maturity; 
 and, in each case, the principal amount of any such Indebtedness, together with the
principal amount of any other such Indebtedness under which there has been a payment default of principal at its stated final maturity (after giving effect to any applicable grace periods) or the maturity of which has been so accelerated, aggregates
to $50.0 million or more at any one time outstanding; 
 (5)    failure by the Parent Guarantor or
any Significant Subsidiary (or group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements of the Parent Guarantor and its Restricted Subsidiaries), would constitute a Significant Subsidiary), to
pay final judgments aggregating in excess of $50.0 million other than any judgments covered by indemnities provided by, or insurance policies issued by, reputable and creditworthy companies, which final judgments remain unpaid, undischarged and
unstayed for a period of more than 60 days after such judgment becomes final, and in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not
promptly stayed; 
 (6)    (x) any Note Guarantee by the Parent Guarantor or a Significant Subsidiary
ceases to be in full force and effect, other than in accordance with the terms of this Indenture, (y) the Parent Guarantor or a Guarantor that is a Significant Subsidiary denies or disaffirms its obligations under its Note Guarantee, other than
in accordance with the terms of this Indenture or upon release of such Note Guarantee in accordance with this Indenture or in connection with the bankruptcy of a Guarantor, so long as the aggregate assets of such Guarantor and any other Guarantor
whose Note Guarantee ceased or ceases to be in full force as a result of a bankruptcy are less than $50.0 million; 

(7)    the Issuer or any Guarantor that is Significant Subsidiary or any group of Guarantors that, taken
together (as of the latest audited consolidated financial statements of the Parent Guarantor 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; 

  
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 (B)    consents to the entry of an order for relief against
it in an involuntary case or proceeding; 
 (C)    consents to the appointment of a Custodian of it or
for substantially all 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; or 
 (F)    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 against the Parent Guarantor, the Issuer or any Guarantor that is a
Significant Subsidiary or any group of Guarantors that, taken together as of the latest audited consolidated financial statements for the Parent Guarantor, would constitute a Significant Subsidiary, in an involuntary case; 

(B)    appoints a Custodian of the Parent Guarantor, the Issuer, any Guarantor that is a Significant
Subsidiary or any group of Guarantors that, taken together as of the latest audited consolidated financial statements for the Parent Guarantor, would constitute a Significant Subsidiary, for substantially all of its property; 

(C)    orders the winding up or liquidation of the Parent Guarantor, the Issuer, any Guarantor that is a
Significant Subsidiary or any group of Guarantors that, taken together as of the latest audited consolidated financial statements for the Parent Guarantor, would constitute a Significant Subsidiary; or 

(D)    or any similar relief is granted under any foreign laws and the order, decree or relief remains
unstayed and in effect for 60 consecutive days; 
 (9)    with respect to any Collateral, individually or
in the aggregate, having a fair market value in excess of $20.0 million, any of the Security Documents ceases to be in full force and effect, or any of the Security Documents ceases to give the Holders of the Notes the Liens purported to be created
thereby with the priority contemplated thereby, or any of the Security Documents is declared null and void or the Issuer or any Guarantor denies in writing that it has any further liability under any Security Document or gives written notice to such
effect (in each case other than in accordance with the terms of this Indenture, the ABL-Notes Intercreditor Agreement and the Security Documents), except to the extent that any loss of perfection or priority results from the failure of the Notes
Collateral Agent or the ABL Collateral Agent to maintain possession of certificates actually delivered to it representing securities pledged under the Security Documents, or otherwise results from an action (but not an omission) constituting gross
negligence or willful misconduct on the part of the Trustee, the Notes Collateral Agent or the ABL Collateral Agent; provided, that if a failure of the sort described in this clause (9) is susceptible of cure (including with respect to any loss of
Lien priority on material portions of the Collateral), no Event of Default shall arise under this clause (9) with respect thereto until 30 days after notice of such failure shall have been given to the Issuer by the Trustee or the Holders of at
least 30.0% in principal amount of the then outstanding Notes issued under this Indenture. 
 provided that a Default under clause (4) or (5) above will not
constitute an Event of Default until the Trustee or the Holders of 30.0% in aggregate principal amount of the outstanding Notes notify the Issuer of the Default and, with respect to clause (5), the Issuer does not cure such Default within the time
specified in clause (5) after receipt of such notice. 

  
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 (b)    If a Default for a failure to report or failure to deliver a required
certificate in connection with another default (the “Initial Default”) occurs, then at the time such Initial Default is cured, such Default for a failure to report or failure to deliver a required certificate in connection with
another default that resulted solely because of that Initial Default shall also be cured without any further action. 

(c)    Any Default or Event of Default for the failure to comply with the time periods prescribed in Section 3.10
hereof or otherwise to deliver any notice or certificate pursuant to any other provision of this Indenture shall be deemed to be cured upon the delivery of any such report required by such provision or such notice or certificate, as applicable, even
though such delivery is not within the prescribed period specified in this Indenture. 
 SECTION
6.2.    Acceleration. If any Event of Default (other than an Event of Default described in clause (7) or (8) of Section 6.1(a)) occurs and is continuing, the Trustee by notice to the
Issuer, or the Holders of at least 30.0% in aggregate principal amount of the outstanding Notes by written notice to the Issuer and the Trustee, may, and the Trustee at the request of such Holders shall (subject to the Trustee’s rights under
Section 6.5 and Section 7.02(h)), declare the principal of and accrued and unpaid interest, if any, on all the Notes to be immediately due and payable. Upon such a declaration, such principal and accrued and unpaid interest, will be
due and payable immediately.
 In the event of any Event of Default specified in clause (4) of
Section 6.1(a), such Event of Default and all consequences thereof shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 30 days after such Event of
Default arose: 
 (1)     (x)    the Indebtedness that gave rise to such Event
of Default shall have been discharged in full; or 
  (y)    the holders thereof have rescinded or
waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default; or 

 (z)    if the default that is the basis for such Event of Default has been cured; and 

(2)    the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a
court of competent jurisdiction. 
 If an Event of Default described in clause (7) or (8) of Section 6.1(a)
occurs and is continuing, the principal of and accrued and unpaid interest, on all Notes will 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 Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other
remedy. All available remedies are cumulative. 
 SECTION 6.4.    Waiver of Past Defaults. The
Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, (a) waive, by their consent (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 under this Indenture 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 Holder 

  
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affected and (b) rescind any acceleration with respect to the Notes and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent
jurisdiction, (2) all existing Events of Default have been cured or waived except nonpayment of principal, premium, if any, interest that has become due solely because of the acceleration, (3) to the extent the payment of such interest is
lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (4) the Issuer has paid the Trustee its compensation and reimbursed the Trustee
for its reasonable expenses, disbursements and advances and (5) in the event of the cure or waiver of an Event of Default of the type described in clause (4) of Section 6.1(a), the Trustee shall have received an
Officer’s Certificate and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. 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. 

SECTION 6.5.    Control by Majority. Subject to the Intercreditor Agreements, the Holders of a majority in
aggregate 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 the Notes Collateral Agent or of exercising any trust or power conferred on the Trustee
or the Notes Collateral Agent. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or the Notes or, subject to Sections 7.1 and 7.2, that the Trustee determines is unduly prejudicial to the rights
of other Holders 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 such
action hereunder, the Trustee and the Notes Collateral Agent shall be entitled to indemnification satisfactory to it against all fees, losses, liabilities and expenses (including attorney’s fees and expenses) that may be caused by taking or not
taking such action. 
 SECTION 6.6.    Limitation on Suits. Subject to
Section 6.7, a Holder may not pursue any remedy with respect to this Indenture or the Notes unless: 

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

 (2)    Holders of at least 30.0% in aggregate principal amount of the outstanding Notes have requested
in writing the Trustee to pursue the remedy; 
 (3)    such Holders have offered in writing and, if
requested, provided to the Trustee security or indemnity satisfactory to the Trustee against any loss, liability or expense; 

(4)    the Trustee has not complied with such request within 60 days after the receipt of the written
request and the offer of security or indemnity; and 
 (5)    Holders of a majority in aggregate
principal amount of the outstanding Notes have not given the Trustee a written direction that, in the opinion of the Trustee, is inconsistent with such request within such 60-day period. 

A Holder may not use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over another Holder (it
being understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders). 

SECTION 6.7.    Rights of Holders to Receive Payment. Notwithstanding any other provision of this Indenture
(including, without limitation, Section 6.6), the contractual right of any Holder to receive payment of interest on the Notes held by such Holder or to institute suit for the enforcement of any such payment on or with
respect to such Holder’s Notes shall not be impaired or affected without the consent of such Holder (and, for the avoidance of doubt, the amendment, supplement or modification in accordance with the terms of this Indenture of Articles
III and IV and Sections 6.1(a)(3), (4), (5) and (6) and the related definitions shall be deemed not to impair the contractual right of any Holder to receive payments of 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 such payment on or with respect to such Holder’s Note). 

  
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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(a) occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Issuer 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 Holders
allowed in any judicial proceedings relative to the Parent Guarantor, 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 compensation, expenses,
disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under Section 7.7. 

No provision of this Indenture 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. 

(a)    Subject to the Security Documents and the Intercreditor Agreements, 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 pay Obligations
then due to the Trustee or the Notes Collateral Agent (including fees and expenses of their agents and counsel) pursuant to this Indenture and the other Note Documents; 

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

THIRD: to the Issuer, or to the extent the Trustee collects any amount for any Guarantor, to such Guarantor. 

(b)    The Trustee may fix a record date and payment date for any payment to Holders pursuant to this
Section 6.10. At least 15 days before such record date, the Issuer shall send or cause to be sent to each Holder 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 the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This
Section 6.11 does not apply to a suit by the Trustee, a suit by the Parent Guarantor or the Issuer, a suit by a Holder pursuant to Section 6.7 or a suit by Holders of more than 10.0% in outstanding
principal amount of the Notes. 

  
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 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 its exercise as a prudent Person would exercise or use under the circumstances in the conduct of such person’s own
affairs. 
 (b)    Except during the continuance of an Event of Default: 

(1)    the 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, opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture or the Notes, as the case may be. 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
or the Notes, as the case may be (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 7.1; 
 (2)    the Trustee shall not be
liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; 

(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; and 

(4)    No provision of this Indenture or the Notes shall require the Trustee to expend or risk its own
funds or otherwise incur financial liability in the performance of any of its duties hereunder or thereunder 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. 
 (d)    Every provision of this Indenture
that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section 7.1. 

(e)    The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing
with the Issuer. 
 (f)    Money held in trust by the Trustee need not be segregated from other funds except to the
extent required by law. 
 (g)    Every provision of this Indenture relating to the conduct or affecting the liability
of or affording protection to the Trustee shall be subject to the provisions of this Section 7.1. 

  
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 SECTION 7.2.    Rights of Trustee. Subject to
Section 7.1: 
 (a)    The Trustee may conclusively rely on and shall be fully protected in
acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order or other paper or document (whether in its original or facsimile form) reasonably believed by it to
be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document. The Trustee shall receive and retain financial reports and statements of the Issuer as provided herein,
but shall have no duty to review or analyze such reports or statements to determine compliance with covenants or other obligations of the Issuer. 

(b)    Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate and/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 an Officer’s Certificate or Opinion of Counsel. 

(c)    The Trustee may execute any of the trusts and powers hereunder or perform any duties hereunder either directly or
by or through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent or attorney appointed with due care by it hereunder. 

(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 conferred upon it by this Indenture. 
 (e)    The Trustee may consult with
counsel of its selection, and the advice or opinion of counsel relating to this Indenture or the Notes shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder or
under the Notes in good faith and in accordance with the advice or opinion of such counsel. 
 (f)    The Trustee shall
not be deemed to have notice of any Default or Event of Default or whether any entity or group of entities constitutes a Significant Subsidiary unless a Trust Officer of the Trustee has actual knowledge thereof or unless written notice of any event
which is in fact such a Default or of any such Significant Subsidiary is received by the Trustee at the corporate trust office of the Trustee specified in Section 3.12, and such notice references the Notes and this
Indenture. 
 (g)    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 to each agent, custodian and other Person employed to act hereunder. 

(h)    The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or
the Notes at the request, order or direction of any of the Holders pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and
liabilities which may be incurred therein or thereby. 
 (i)    The Trustee shall not be deemed to have knowledge of any
fact or matter unless such fact or matter is known to a Trust Officer of the Trustee. 
 (j)    Whenever in the
administration of this Indenture or the Notes the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder or thereunder, the Trustee (unless other evidence be herein
specifically prescribed) may, in the absence of negligence or willful misconduct on its part, conclusively rely upon an Officer’s Certificate. 

(k)    The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, report, notice, request, direction, consent, order, bond, debenture, coupon 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, during business hours and upon reasonable notice, the books, records and premises of the Parent Guarantor and the
Restricted Subsidiaries, personally or by agent or attorney at the sole cost of the Issuer and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. 

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

(n)    In no event shall the Trustee be liable to any Person for special, punitive, indirect, consequential or incidental
loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if the Trustee has been advised of the likelihood of such loss or damage. 

(o)    Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuer
shall be sufficient if signed by one Officer of the Issuer. 
 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 Issuer, Guarantors or their 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 Issuer; 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. 

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, shall not be accountable for the Issuer’s use of the proceeds from the sale of the Notes, shall not be responsible for the use or application of any money received by
any Paying Agent other than the Trustee or any money paid to the Issuer pursuant to the terms of this Indenture and shall not be responsible for any statement of the Issuer 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. 
 SECTION 7.5.    Notice of
Defaults. If a Default or Event of Default occurs and is continuing and if a Trust Officer has actual knowledge thereof, the Trustee shall send electronically or by first class mail to each Holder at the address set forth in the Notes
Register notice of the Default or Event of Default within 60 days after it is actually known to a Trust Officer. Except in the case of a Default or Event of Default in payment of principal of or interest on any Note (including payments pursuant
to the optional redemption or required repurchase provisions of such Note), the Trustee may withhold the notice if and so long it in good faith determines that withholding the notice is in the interests of Holders. 

SECTION 7.6.    [Reserved]. 

SECTION 7.7.    Compensation and Indemnity. The Issuer shall pay to the Trustee from time to time
compensation for its services hereunder and under the Notes as the Issuer and the Trustee shall from time to time agree in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The
Issuer 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 reports, certificates and other documents, costs of preparation and mailing of notices to Holders. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the agents, counsel,
accountants and experts of the Trustee. The Issuer shall indemnify the Trustee, its directors, officers, employees and agents against any and all loss, liability, damages, claims or expense, including taxes (other than taxes based upon the income of
the Trustee) (including reasonable attorneys’ and agents’ fees and expenses) incurred by it without willful misconduct or gross negligence, as determined by a final nonappealable order of a court of competent jurisdiction, on its part in
connection with the administration of this trust and the performance of its duties hereunder and under the Notes, including the costs and expenses of enforcing this Indenture (including this Section 7.7) and the Notes and
of defending itself against any 

  
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claims (whether asserted by any Holder, the Issuer or otherwise). The Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity of which it has received written
notice. Failure by the Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. The Issuer shall defend the claim and the Trustee shall provide reasonable cooperation at the Issuer’s expense in the defense. The
Trustee may have separate counsel and the Issuer shall pay the fees and expenses of such counsel; provided that the Issuer shall not be required to pay the fees and expenses of such separate counsel if it assumes the Trustee’s defense,
and, in the reasonable judgment of outside counsel to the Trustee, there is no conflict of interest between the Issuer and the Trustee in connection with such defense. 

To secure the Issuer’s payment obligations in this Section 7.7, 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. Such lien shall survive the satisfaction and discharge of this Indenture. The
Trustee’s respective 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 Issuer. 

The Issuer’s payment obligations pursuant to this Section 7.7 shall survive the discharge of this Indenture and
any resignation or removal of the Trustee under Section 7.8. Without prejudice to any other rights available to the Trustee under applicable law, when the Trustee incurs fees, expenses or renders services after the occurrence of a Default specified
in clause (7) or clause (8) of Section 6.1(a), the fees and expenses (including the reasonable fees and expenses of its counsel) 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 Issuer in
writing not less than 30 days prior to the effective date of such resignation. The Holders of a majority in aggregate principal amount of the Notes may remove the Trustee by so notifying the removed Trustee in writing not less than 30 days
prior to the effective date of such removal and may appoint a successor Trustee with the Issuer’s written consent, which consent will not be unreasonably withheld. The Issuer shall remove the Trustee if: 

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

(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 Issuer or by the Holders of a majority in aggregate principal amount of the Notes and such Holders
do not reasonably promptly appoint a successor Trustee as described in the preceding paragraph, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the
Issuer shall promptly appoint a successor Trustee. 
 A successor Trustee shall deliver a written acceptance of its appointment to the
retiring Trustee and to the Issuer. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor
Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall, at the expense of the Issuer, promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in
Section 7.7. 
 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 at least 10.0% in aggregate principal amount of the Notes may petition, at the Issuer’s expense, 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 Section 310(b), any Holder, who has been a bona fide holder of a Note for at least six months, may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. 

  
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 Notwithstanding the replacement of the Trustee pursuant to this
Section 7.8, the Issuer’s obligations under Section 7.7 shall continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of
any successor 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; provided
that the right to adopt the certificate of authentication of any predecessor Trustee or authenticate Notes in the name of any predecessor Trustee shall only apply to its successor or successors by merger, consolidation or conversion. 

SECTION 7.10.    Eligibility; Disqualification. This Indenture shall always have a Trustee. The Trustee shall
have a combined capital and surplus of at least $100.0 million as set forth in its most recent published annual report of condition. 

SECTION 7.11.    [Reserved]. 

SECTION 7.12.    Trustee’s Application for Instruction from the Issuer. Any
application by the Trustee for written instructions from the Issuer may, at the option of the Trustee, set forth in writing any action proposed to be taken or omitted by the Trustee under this Indenture and the date on and/or after which such action
shall be taken or such omission shall be effective. The Trustee shall not be liable for any action taken by, or omission of, the Trustee in accordance with a proposal included in such application on or after the date specified in such application
(which date shall not be less than three Business Days after the date any Officer of the Issuer actually receives such application, unless any such Officer shall have consented in writing to any earlier date) unless prior to taking any such action
(or the effective date in the case of an omission), the Trustee shall have received written instructions in response to such application specifying the action to be taken or omitted. 

ARTICLE VIII 
 LEGAL DEFEASANCE
AND COVENANT DEFEASANCE 
 SECTION 8.1.    Option to Effect Legal Defeasance or Covenant Defeasance;
Defeasance. The Issuer may, at its option and at any time, elect to have either Section 8.2 or 8.3 hereof be applied to all outstanding Notes upon compliance with the conditions set forth below in this
Article VIII. 
 SECTION 8.2.    Legal Defeasance and Discharge. Upon the
Issuer’s exercise under Section 8.1 hereof of the option applicable to this Section 8.2, the Issuer and each of the Guarantors will, subject to the satisfaction of the conditions set forth in
Section 8.4 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes (including the Guarantees) on the date the conditions set forth below are satisfied (hereinafter,
“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Guarantees),
which will thereafter be deemed to be “outstanding” only for the purposes of Section 8.5 hereof and the other Sections of this Indenture referred to in clauses (1) and (2) below, and to have satisfied
all of their other obligations under the Note Documents (and the Trustee, on written demand of and at the expense of the Issuer, shall execute such instruments reasonably requested by the Issuer acknowledging the same) and to have cured all then
existing Events of Default, except for the following provisions which will survive until otherwise terminated or discharged hereunder: 

(1)    the rights of Holders of Notes issued under this Indenture to receive payments in respect of the
principal of, premium, if any, and interest, on the Notes when such payments are due solely out of the trust referred to in Section 8.4 hereof; 

  
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 (2)    the Issuer’s obligations with respect to the
Notes under Article II concerning issuing temporary Notes, registration of such Notes, mutilated, destroyed, lost or stolen Notes and Section 3.12 hereof concerning the maintenance of an office or agency for payment
and money for security payments held in trust; 
 (3)    the rights, powers, trusts, duties and
immunities of the Trustee and the Issuer’s or Guarantors’ obligations in connection therewith; and 

(4)    this Article VIII with respect to provisions relating to Legal Defeasance.

 SECTION 8.3.    Covenant Defeasance. Upon the Issuer’s exercise under
Section 8.1 hereof of the option applicable to this Section 8.3, the Issuer and each of the Guarantors will, subject to the satisfaction of the conditions set forth in
Section 8.4 hereof, be released from each of their obligations under the covenants contained in Section 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9,
3.10, 3.16, 3.18, 3.19, 3.20 and Section 4.1(a)(3) and Section 4.1(f)(3)(iii) and (f)(3)(iv)) hereof with respect to the outstanding Notes on and after the date the
conditions set forth in Section 8.4 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes will thereafter be deemed not “outstanding” for the purposes of any direction, waiver,
consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but will continue to be deemed “outstanding” for all other purposes hereunder. For this purpose, Covenant Defeasance means
that, with respect to the outstanding Notes and Guarantees, the Issuer and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or
indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an
Event of Default under Section 6.1(a) hereof, but, except as specified above, the remainder of this Indenture and such Notes and Guarantees will be unaffected thereby. In addition, upon the Issuer’s exercise
under Section 8.1 hereof of the option applicable to this Section 8.3, subject to the satisfaction of the conditions set forth in Section 8.4 hereof,
Sections 6.1(a)(3) (other than with respect to Section 4.1(a)(1), (a)(2) and (f)(iii)), 6.1(a)(4), 6.1(a)(5), 6.1(a)(6), 6.1(a)(7) (with respect only to a Guarantor that
is a Significant Subsidiary or any group of Guarantors that taken together would constitute a Significant Subsidiary), and 6.1(a)(8) (with respect only to a Guarantor that is a Significant Subsidiaries or any group of Guarantors that taken
together would constitute a Significant Subsidiary) hereof shall not constitute Events of Default. 
 SECTION
8.4.    Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.2 or 8.3 hereof: 

(1)    the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash
in U.S. dollars, U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of and premium, if any,
interest, due on the Notes issued under this Indenture on the stated maturity date or on the applicable redemption date, as the case may be, and the Issuer must specify whether such Notes are being defeased to maturity or to a particular redemption
date; 
 (2)    in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an
Opinion of Counsel in the United States confirming that, subject to customary assumptions and exclusions; 

(A)    the Issuer has received from, or there has been published by, the United States Internal Revenue
Service a ruling; or 
 (B)    since the issuance of such Notes, there has been a change in the
applicable U.S. federal income tax law; 

  
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in either case to the effect that, and based thereon such Opinion of Counsel in the United States shall confirm that, subject to customary assumptions and exclusions, the beneficial owners of the
Notes, in their capacity as beneficial owners of the Notes; will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; 

(3)    in the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee an Opinion of
Counsel in the United States confirming that, subject to customary assumptions and exclusions, the beneficial owners of the Notes, in their capacity as beneficial owners of the Notes, will not recognize income, gain or loss for U.S. federal
income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

 (4)    no Default or Event of Default (other than that resulting from borrowing funds to be applied to
make such deposit and the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit; 

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

(6)    [reserved]; 

(7)    the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the
deposit was not made by the Issuer with the intent of defeating, hindering, delaying, defrauding or preferring any creditors of the Issuer or any Guarantor or others; and 

(8)    the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of
Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied
with. 
 SECTION 8.5.    Deposited Money and U.S. Government Obligations to be Held in Trust; Other Miscellaneous
Provisions. Subject to Section 8.6 hereof, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this
Section 8.5, the “Trustee”) pursuant to Section 8.4 hereof in respect of the outstanding Notes will be held in trust and applied by the Trustee, in accordance with the provisions
of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in
respect of principal, premium, and interest, but such money need not be segregated from other funds except to the extent required by law. 

The Issuer will pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or U.S. Government
Obligations deposited pursuant to Section 8.4 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. 

Notwithstanding anything in this Article VIII to the contrary, the Trustee will deliver or pay to the Issuer from
time to time upon the request of the Issuer any money or U.S. Government Obligations held by it as provided in Section 8.4 hereof which, in the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.4(1) hereof), are in excess of the amount thereof that would then be required to be deposited to
effect an equivalent Legal Defeasance or Covenant Defeasance. 

  
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 SECTION 8.6.    Repayment to the Issuer. Any money
deposited with the Trustee or any Paying Agent, or then held by the Issuer, in trust for the payment of the principal of, premium 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 Issuer on their written request unless an abandoned property law designates another Person or (if then held by the Issuer) will be discharged from such trust; and the Holder of such Note will thereafter be permitted
to look only to the Issuer for payment thereof unless an abandoned property law designates another Person, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof,
will thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, shall at the expense of the Issuer cause to be published once, in the New York Times and The Wall Street
Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which will not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining
will be repaid to the Issuer. 
 SECTION 8.7.    Reinstatement. If the Trustee or Paying Agent is unable to
apply any money or U.S. dollars or U.S. Government Obligations in accordance with Section 8.2 or 8.3 hereof, as the case may be, by reason of any order or judgment of any court or Governmental Authority enjoining,
restraining or otherwise prohibiting such application, then the Issuer’s and the Guarantors’ obligations under this Indenture and the Notes and the Guarantees will be revived and reinstated as though no deposit had occurred pursuant to
Section 8.2 or 8.3 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.2 or 8.3 hereof, as the case may be;
provided, however, that, if the Issuer make any payment of principal of, premium, or interest on, any Note following the reinstatement of its obligations, the Issuer will 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. Notwithstanding Section 9.2 of this Indenture, without the consent of any Holder, the Issuer, any Guarantor (with respect to its Guarantee or this Indenture), the Trustee and
the other parties thereto, as applicable, may amend, supplement or modify any Note Documents, and the Issuer may direct the Trustee or Notes Collateral Agent, and the Trustee or Notes Collateral Agent shall, enter into an amendment to the Note
Documents, to: 
 (1)    cure any ambiguity, omission, mistake, defect, error or inconsistency, conform
any provision to any provision under the heading “Description of the Notes” in the Offering Memorandum or reduce the minimum denomination of the Notes; 

(2)    provide for the assumption by a successor Person of the obligations of the Issuer or a Guarantor
under any Note Document; 
 (3)    provide for uncertificated Notes in addition to or in place of
certificated Notes; 
 (4)    add to the covenants or provide for a Note Guarantee for the benefit of the
Holders or to surrender any right or power conferred upon the Parent Guarantor or any Restricted Subsidiary; 

(5)    make any change that does not adversely affect the rights of any Holder in any material respect;

 (6)    at the Issuer’s election, comply with any requirement of the SEC in connection with the
qualification of this Indenture under the TIA, if such qualification is required; 
 (7)    make such
provisions as necessary (as determined in good faith by the Parent Guarantor) for the issuance of Additional Notes; 

  
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 (8)    provide for any Restricted Subsidiary to provide a
Note Guarantee in accordance with Section 3.2, to add Guarantees with respect to the Notes, to add security to or for the benefit of the Notes, or to confirm and evidence the release, termination, discharge or retaking of
any Guarantee or Lien with respect to or securing the Notes when such release, termination, discharge or retaking is provided for under this Indenture; 

(9)    evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee
pursuant to the requirements hereof or to provide for the accession by the Trustee to any Note Document; 

(10)    make any amendment to the provisions of this Indenture relating to the transfer and legending of
Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of Notes; provided, however, that (i) compliance with this Indenture as so amended would not result in Notes being
transferred in violation of the Securities Act or any other applicable securities law and (ii) such amendment does not adversely affect the rights of Holders to transfer Notes in any material respect; 

(11)    mortgage, pledge, hypothecate or grant any other Lien in favor of the Notes Collateral Agent for
its benefit and the benefit of the Trustee, the Holders of the Notes and the holders of any future Other Pari Passu Lien Obligations, as additional security for the payment and performance of any or any portion of the Obligations under the Notes, in
any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Notes Collateral Agent pursuant to this Indenture, the
Intercreditor Agreements, the Security Documents or otherwise; 
 (12)    provide for the release of
Collateral from the Liens pursuant to this Indenture, the Security Documents and the Intercreditor Agreements when permitted or required by the Security Documents, this Indenture or the Intercreditor Agreements; or 

(13)    secure any future Indebtedness to the extent permitted under this Indenture, the Security Documents
and the Intercreditor Agreements. 
 Subject to Section 9.2, upon the request of the Issuer accompanied by a Board
Resolution authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee and the Notes Collateral Agent, if applicable, of the documents described in Sections 9.6 and 12.4
hereof, the Trustee and the Notes Collateral Agent, if applicable, will join with the Issuer and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s or
the Notes Collateral Agent’s, if applicable, own rights, duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee and the Notes Collateral Agent, if applicable, may in its discretion, but will not be
obligated to, enter into such amended or supplemental Indenture. 
 After an amendment or supplement under this
Section 9.1 becomes effective, the Issuer shall mail to Holders a notice briefly describing such amendment or supplement. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the
validity of an amendment or supplement under this Section 9.1. 
 SECTION 9.2.    With
Consent of Holders. Except as provided below in this Section 9.2, the Issuer, the Guarantors, the Trustee and the Notes Collateral Agent, if applicable, may amend or supplement any Note Document with the consent of
the Holders of at least a majority in aggregate principal amount of the Notes then outstanding and issued under this Indenture, including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for,
Notes, and, subject to Sections 6.4 and 6.7 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes,
except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes and the Guarantees may be waived with the consent of the Holders of a majority in aggregate principal
amount of the then outstanding Notes issued under this Indenture (including consents obtained in connection with a purchase of or tender offer or exchange offer for Notes). Section 2.9 hereof and
Section 12.4 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. 

  
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 Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing
the execution of any such amended or supplemental indenture, and upon the filing with the Trustee and the Notes Collateral Agent, if applicable, of evidence of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee and the
Notes Collateral Agent, if applicable, of the documents described in Sections 9.6 and 12.2 hereof, the Trustee and the Notes Collateral Agent, if applicable, will join with the Issuer and the Guarantors in the
execution of such amended or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s or the Notes Collateral Agent’s, if applicable, own rights, duties, liabilities or immunities under this Indenture or
otherwise, in which case the Trustee and the Notes Collateral Agent, if applicable, may in its discretion, but will not be obligated to, enter into such amended or supplement. 

Without the consent of each Holder of Notes affected, an amendment, supplement or waiver may not, with respect to any Notes issued thereunder
and held by a non-consenting Holder: 
 (1)    reduce the principal amount of such Notes whose Holders
must consent to an amendment; 
 (2)    reduce the stated rate of or extend the stated time for payment
of interest on any such Note (other than provisions relating to Section 3.5 and Section 3.9); 

(3)    reduce the principal of or extend the Stated Maturity of any such Note (other than provisions
relating to Section 3.5 and Section 3.9); 

(4)    reduce the premium payable upon the redemption of any such Note or change the time at which any such
Note may be redeemed, in each case as set forth in Section 5.7; 
 (5)    make
any such Note payable in currency other than that stated in such Note; 
 (6)    impair the contractual
right of any Holder to receive payment of and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any such payment on or with respect to such Holder’s Notes (and, for the avoidance
of doubt, the amendment, supplement or modification in accordance with the terms of this Indenture of Articles III and IV and Sections 6.1(a)(3), (4), (5) and (6) and the related definitions shall be deemed
not to impair the contractual right of any Holder to receive payment of 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 such payment on or with respect to such
Holder’s Note); 
 (7)    waive a Default or Event of Default with respect to the nonpayment of
principal, premium or interest (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of such Notes and a waiver of the payment default that resulted from such acceleration);

 (8)    make any change in the provisions of the Intercreditor Agreements or the Security Documents
dealing with the application of proceeds of Collateral that would adversely affect the Holders of the Notes in any material respect; 

(9)     make any change in the amendment or waiver provisions which require the Holders’ consent
described in this Section 9.2; or 
 (10)    except as expressly permitted by
this Indenture, modify the Note Guarantees of the Parent Guarantor or any Significant Subsidiary in any manner materially adverse to the Holders. 

  
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 Without the consent of Holders of at least two-thirds in aggregate principal amount of the Notes
then outstanding, no amendment or waiver may release all or substantially all of the Collateral from the Lien of this Indenture and the Security Documents with respect to the Notes. 

It shall not be necessary for the consent of the Holders under this Indenture to approve the particular form of any proposed amendment,
supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. A consent to any amendment, supplement or waiver under this Indenture by any Holder of the Notes given in connection with a tender or exchange of such
Holder’s Notes will not be rendered invalid by such tender or exchange. 
 After an amendment or supplement under this
Section 9.2 becomes effective, the Issuer shall mail to Holders a notice briefly describing such amendment or supplement. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the
validity of an amendment or supplement. 
 SECTION 9.3.    Compliance with this Indenture. Every
amendment or supplement to this Indenture, any Guarantee and the Notes will be set forth in an amended or supplemental indenture that complies with this Indenture as then in effect. 

SECTION 9.4.    Revocation and Effect of Consents and Waivers. Until an amendment, supplement or waiver
becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation
of the consent or waiver is not made on any Note. However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent or waiver as to such Holder’s Note or portion of its Note if the Trustee receives written notice of
revocation before the date the amendment, supplement or waiver becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder. 

The Issuer may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to give their consent or
take any other action described above or required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding the immediately preceding paragraph, those Persons who were Holders at such record date (or their
duly designated proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent previously given or to take any such action, whether or not such Persons continue to be Holders after such record date. No such consent
shall be valid or effective for more than 120 days after such record date. 
 SECTION 9.5.    Notation on or Exchange
of Notes. The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Issuer in exchange for all Notes may issue and the Trustee shall, upon receipt of an Issuer Order,
authenticate new Notes that reflect the amendment, supplement or waiver. 
 Failure to make the appropriate notation or issue a new Note
will not affect the validity and effect of such amendment, supplement or waiver. 
 SECTION 9.6.    Trustee to Sign
Amendments. The Trustee and the Notes Collateral Agent, if applicable, shall sign any amendment or supplement authorized pursuant to this Article IX if the amendment or supplement does not adversely affect the rights, duties,
liabilities or immunities of the Trustee or the Notes Collateral Agent, if applicable. The Issuer may not sign an amendment or supplement until the Board of Directors of the Issuer approves it. In executing any amendment or supplement, the Trustee
and the Notes Collateral Agent, if applicable, will be entitled to receive and (subject to Sections 7.1 and 7.2 hereof) shall be fully protected in conclusively relying upon, in addition to the documents required by
Section 12.2 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amendment or supplement is authorized or permitted by this Indenture and, with respect to any amendment or
supplement to this Indenture, is valid, binding and enforceable against the Issuer in accordance with its terms. 

  
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 ARTICLE X 

GUARANTEE 
 SECTION
10.1.    Guarantee. Subject to the provisions of this Article X, each Guarantor hereby fully, unconditionally and irrevocably guarantees (the “Note Guarantees”), as primary
obligor and not merely as surety, jointly and severally with each other 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 Issuer 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 Issuer or any Guarantor whether or not a claim for post-filing or post-petition interest is allowed
in such proceeding and the obligations under Section 7.7), (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor agrees that the Guaranteed Obligations will
rank equally in right of payment with other Indebtedness of such Guarantor, except to the extent such other Indebtedness is subordinate to the Guaranteed Obligations, in which case the obligations of the Guarantors under the Note Guarantees will
rank senior in right of payment to such other Indebtedness. 
 To evidence its Note Guarantee set forth in this
Section 10.1, each Guarantor hereby agrees that this Indenture shall be executed on behalf of such Guarantor by an Officer of such Guarantor. 

Each Guarantor hereby agrees that its Note Guarantee set forth in this Section 10.1 shall remain in full force and
effect notwithstanding the absence of the endorsement of any notation of such Note Guarantee. 
 If an Officer whose signature is on this
Indenture no longer holds that office at the time the Trustee authenticates the Note, the Note Guarantee shall be valid nevertheless. 

Each Guarantor further agrees (to the extent permitted by law) that the Guaranteed Obligations may be extended or renewed, in whole or in
part, without notice or further assent from it, and that it will remain bound under this Article X notwithstanding any extension or renewal of any Guaranteed Obligation. 

Each Guarantor waives presentation to, demand of payment from and protest to the issuer of any of the Guaranteed Obligations and also waives
notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. 
 Each
Guarantor further agrees that its Note 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
Guaranteed Obligations. 
 Except as set forth in Section 10.2, the obligations of each Guarantor hereunder shall
not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Guaranteed 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 Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the Guaranteed
Obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by (a) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Issuer 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 for the Guaranteed Obligations; (e) the failure of any Holder to exercise any right or remedy against any other Guarantor; (f) any change in the ownership of the Issuer;
(g) any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations; or (h) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent
vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. 

  
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 Each Guarantor agrees that its Note Guarantee herein shall remain in full force and effect until
payment in full of all the Guaranteed Obligations or such Guarantor is released from its Guarantee in compliance with Section 10.2, Article VIII or Article XI. Each
Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of, premium, if any, interest on any of the Guaranteed Obligations
is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Issuer or otherwise. 
 In furtherance
of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to pay any of the Guaranteed Obligations when and as the same shall become due,
whether at maturity, by acceleration, by redemption or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee on behalf of the
Holders an amount equal to the sum of (i) the unpaid amount of such Guaranteed Obligations then due and owing and (ii) accrued and unpaid interest on such Guaranteed Obligations then due and owing (but only to the extent not prohibited by
law) (including interest accruing after the filing of any petition in bankruptcy or the commencement of any insolvency, reorganization or like proceeding relating to the Issuer or any Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding). 

Each Guarantor further agrees that, as between such Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of
the Guaranteed Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the
Guaranteed Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Guaranteed Obligations, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the
Guarantor for the purposes of this Note Guarantee. 
 Each Guarantor also agrees to pay any and all fees, costs and expenses (including
attorneys’ fees and expenses) 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)    Any term or
provision of this Indenture to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor
and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture,
result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign, state or provincial law and not otherwise being void or voidable under any similar laws
affecting the rights of creditors generally. 
 (b)    Any Note Guarantee of a Guarantor shall be automatically and
unconditionally released and discharged upon: 
 (1)    with respect to Subsidiary Guarantors, a sale,
exchange, transfer or other disposition (including by way of consolidation, merger, amalgamation or otherwise) of the Capital Stock of such Guarantor or all or substantially all the assets of the Guarantor to a Person other than to the Parent
Guarantor or a Restricted Subsidiary and as otherwise permitted by this Indenture; 
 (2)    with respect
to Subsidiary Guarantors, the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary or the occurrence of any event after which the Guarantor is no longer a Restricted Subsidiary; 

(3)    defeasance or discharge of the Notes pursuant to Article VIII or
Article XI; 

  
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 (4)    with respect to Subsidiary Guarantors, to the extent
that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of the guarantee referred to in such clause; 

(5)    with respect to Subsidiary Guarantors, such Guarantor being released from all of (i) its obligations
under all of its Note Guarantees of payment by the Parent Guarantor of any Indebtedness of the Parent Guarantor under the ABL Credit Agreement and all other Indebtedness with Pari Passu Lien Priority relative to the Notes or (ii) in the case of a
Note Guarantee made by a Guarantor (each, an “Other Guarantee”) as a result of its guarantee of other Indebtedness of the Issuer or a Guarantor pursuant to Section 3.7 hereof, the relevant Indebtedness, except in the case of
(i) or (ii), a release as a result of payment under such Guarantee (it being understood that a release subject to a contingent reinstatement is still considered a release, and if any such Guarantee of such Guarantor under the Credit Agreement or any
Other Guarantee is so reinstated, such Note Guarantee shall also be reinstated) or a refinancing or repayment in full of the ABL Credit Agreement and/or such other Indebtedness with Pari Passu Lien Priority relative to the Notes; and 

(6)    with respect to Subsidiary Guarantors, solely if such Guarantor does not Guarantee Indebtedness (or
commitments in respect thereof) (other than the Notes) with Pari Passu Lien Priority relative to the Notes (for the avoidance of doubt, prior to giving effect to any release pursuant to this clause (6)) immediately prior and during the Suspension
Period, upon the achievement of Investment Grade Status by the Notes; provided that such Note Guarantee shall be reinstated upon the Reversion Date or, if earlier, the Guarantee by such Guarantor of Indebtedness (or commitments in respect thereof)
with Pari Passu Lien Priority relative to the Notes (for the avoidance of doubt, prior to giving effect to any release pursuant to this clause (6)). 

SECTION 10.3.    Right of Contribution. Each Guarantor hereby agrees that to the extent that any
Guarantor shall have paid more than its proportionate share of any payment made on the obligations under the Note Guarantees, such Guarantor shall be entitled to seek and receive contribution from and against the Issuer or any other 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 Guarantor to the Trustee and the Holders and each Guarantor shall
remain liable to the Trustee and the Holders for the full amount guaranteed by such Guarantor hereunder. 
 SECTION
10.4.    No Subrogation. Notwithstanding any payment or payments made by each Guarantor hereunder, no Guarantor shall be entitled to be subrogated to any of the rights of the Trustee or any Holder against the Issuer
or any other Guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder for the payment of the Guaranteed Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement
from the Issuer or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee and the Holders by the Issuer on account of the Guaranteed Obligations are paid in full. If any amount shall be
paid to any Guarantor on account of such subrogation rights at any time when all of the Guaranteed Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Trustee and the Holders, segregated from
other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Trustee in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Trustee, if required), to be applied against the
Guaranteed Obligations. 
 ARTICLE XI 

SATISFACTION AND DISCHARGE 

SECTION 11.1.    Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further
effect as to all Notes issued hereunder, when: 
 (a)    either: 

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

  
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 (2)    all such Notes not theretofore delivered to the
Trustee for cancellation (i) have become due and payable by reason of the making of a notice of redemption or otherwise or (ii) will become due and payable within one year at their Stated Maturity or (iii) are to be called for
redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee, in the name, and at the expense of the Issuer; 

(b)    the Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for
the benefit of the Holders, cash in U.S. dollars, U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire
Indebtedness on such Notes not previously delivered to the Trustee for cancellation, for principal, premium, if any, and interest to the date of deposit (in the case of Notes that have become due and payable), or to the Stated Maturity or redemption
date, as the case may be; 
 (c)    no Default or Event of Default (other than that resulting from borrowing funds to be
applied to make such deposit and the granting of Liens in connection therewith) with respect to this Indenture or the Notes issued hereunder shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit
and such deposit will not result in a breach or violation of, or constitute a default under the Credit Facilities or any other material agreement or instrument (other than this Indenture) to which the Issuer or any Guarantor is a party or by which
the Issuer or any Guarantor is bound; 
 (d)    the Issuer or any Guarantor has paid or caused to be paid all sums
payable by the Issuer under this Indenture; and 
 (e)    the Issuer has delivered irrevocable instructions to the
Trustee to apply the deposited money in U.S. dollars toward the payment of such Notes issued hereunder at maturity or the redemption date, as the case may be. 

In addition, the Issuer shall deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions
precedent to satisfaction and discharge have been satisfied. 
 Notwithstanding the satisfaction and discharge of this Indenture, the
Issuer’s obligation to the Trustee in Section 7.7 hereof and, if money in U.S. dollars has been deposited with the Trustee pursuant to clause (a)(2) of this Section 11.1, the provisions of
Sections 11.2 and 8.6 hereof will survive. 
 SECTION 11.2.    Application of Trust
Money. Subject to the provisions of Section 8.6 hereof, all money in U.S. dollars or U.S. Government Obligations deposited with the Trustee pursuant to Section 11.1 hereof shall be held in
trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as its own Paying Agent) as the Trustee may determine, to the
Persons entitled thereto, of the principal (and premium) and interest for whose payment such money in U.S. dollars or U.S. Government Obligations has been deposited with the Trustee; but such money in U.S. dollars or U.S. Government Obligations need
not be segregated from other funds except to the extent required by law. 
 If the Trustee or Paying Agent is unable to apply any money or
U.S. Government Obligations in accordance with Section 11.1 hereof by reason of any legal proceeding or by reason of any order or judgment of any court or Governmental Authority enjoining, restraining or otherwise
prohibiting such application, the Issuer’s and any Guarantor’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 11.1 hereof;
provided that if the Issuer has made any payment of principal of, premium or interest on, any Notes because of the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to receive such
payment from the money or U.S. Government Obligations held by the Trustee or Paying Agent. 

  
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 ARTICLE XII 

MISCELLANEOUS 
 SECTION
12.1.    Notices. Any notice, request, direction, consent or communication made pursuant to the provisions of this Indenture or the Notes shall be in writing and delivered in person, sent by facsimile, sent by
electronic mail in pdf format, delivered by commercial courier service or mailed by first-class mail, postage prepaid, addressed as follows: 

if to the Issuer or to any Guarantor: 

BMC Stock Holdings, Inc. 
 Two
Lakeside Commons, 980 
 Hammond Drive NE, Suite 500 

Atlanta, Georgia 30328 

Attention: General Counsel 
 with
a copy to: 
 Kirkland & Ellis LLP 

601 Lexington Ave 
 New York, New
York 10022 
 Attention: Joshua Korff, P.C. 

                 Ross M. Leff,
Esq.     
 Facsimile: (212) 446-4900 

if to the Trustee or the Notes Collateral Agent, at its corporate trust office, which corporate trust office for purposes of this Indenture is
at the date hereof located at: 
 Wilmington Trust, National Association 

50 South Sixth St., Suite 1290 

Minneapolis, Minnesota 55402 

Attention: BMC Stock Holdings, Inc. Administrator 

Telecopy: (612) 217-5651 

The Issuer, the Trustee and the Notes Collateral Agent, by written notice to the others, may designate additional or different addresses for
subsequent notices or communications. 
 Any notice or communication to the Issuer or the Guarantors shall be deemed to have been given or
made as of the date so delivered if personally delivered or if delivered electronically, in pdf format; when receipt is acknowledged, if telecopied; and seven calendar days after mailing if sent by registered or certified mail, postage prepaid
(except that a notice of change of address shall not be deemed to have been given until actually received by the addressee). Any notice or communication to the Trustee and the Notes Collateral Agent shall be deemed delivered upon receipt. 

Any notice or communication sent to a Holder shall be mailed to the Holder at the Holder’s address as it appears in the Notes Register
and shall be sufficiently given if so sent within the time prescribed. 
 Failure to mail a notice or communication to a Holder or any
defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication is sent in the manner provided above, it is duly given, whether or not the addressee receives it, except that notices to the Trustee shall be
effective only upon receipt. 
 Notwithstanding any other provision of this Indenture or any Note, where this Indenture or any Note provides
for notice of any event (including any notice of redemption or purchase) to a Holder of a Global Note (whether by mail or otherwise), such notice shall be sufficiently given if given to DTC (or its designee) pursuant to the standing instructions
from DTC or its designee. 

  
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 SECTION 12.2.    Certificate and Opinion as to Conditions
Precedent. Upon any request or application by the Issuer or any of the Guarantors to the Trustee to take or refrain from taking any action under this Indenture, the Issuer or such Guarantor, as the case may be, shall furnish to the Trustee:

 (1)    an Officer’s Certificate in form satisfactory to the Trustee (which shall include the
statements set forth in Section 12.3 hereof) 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 satisfied; and 

(2)    an Opinion of Counsel in form satisfactory to the Trustee (which shall include the statements set
forth in Section 12.3 hereof) stating that, in the opinion of such counsel, all such conditions precedent have been satisfied and all covenants have been complied with. 

SECTION 12.3.    Statements Required in Certificate or Opinion. Each certificate or opinion with respect to
compliance with a covenant or condition provided for in this Indenture: 
 (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. 
 In giving such Opinion of Counsel, counsel may rely as to factual matters on an Officer’s Certificate or on
certificates of public officials. 
 SECTION 12.4.    When Notes Disregarded. In determining whether the
Holders of the required aggregate principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Issuer, any Guarantor or any Affiliate of them shall be disregarded and deemed not to be outstanding, except that, for
the purpose of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes which a Trust 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
12.5.    Rules by Trustee, Paying Agent and Registrar. The Trustee may make reasonable rules for action by, or at meetings of, Holders. The Registrar and the Paying Agent may make reasonable rules for their functions.

 SECTION 12.6.    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, New York or the state of the place of payment. 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 12.7.    Governing Law. THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 

  
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 SECTION 12.8.    Jurisdiction. The Issuer and the Guarantors
agree that any suit, action or proceeding against the Issuer or any Guarantor brought by any Holder or the Trustee arising out of or based upon this Indenture, the Note Guarantee or the Notes may be instituted in any state or Federal court in the
Borough of Manhattan, New York, New York, and any appellate court from any thereof, and each of them irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The
Issuer and the Guarantors irrevocably waive, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought in connection with this Indenture, the Note Guarantee or the Notes, including such actions,
suits or proceedings relating to securities laws of the United States of America or any state thereof, in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought
in an inconvenient forum. The Issuer and the Guarantors agree that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Issuer or the Guarantors, as the case may be, and may be enforced
in any court to the jurisdiction of which the Issuer or the Guarantors, as the case may be, are subject by a suit upon such judgment. 

SECTION 12.9.    Waivers of Jury Trial. EACH OF THE ISSUER, THE GUARANTORS AND THE
TRUSTEE HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE NOTE
GUARANTEES AND FOR ANY COUNTERCLAIM THEREIN. 
 SECTION 12.10.    USA PATRIOT Act. The parties hereto
acknowledge that in accordance with Section 326 of the USA PATRIOT Act, the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information
that identifies each person or legal entity that establishes a relationship or opens an account. The parties to this Indenture agree that they will provide the Trustee with such information as it may request in order to satisfy the requirements of
the USA PATRIOT Act. 
 SECTION 12.11.    No Recourse Against Others. No director, officer, employee,
incorporator or shareholder of the Issuer or any of its respective Subsidiaries or Affiliates, or such (other than the Issuer and the Guarantors), shall have any liability for any obligations of the Issuer or the Guarantors under the Notes, the Note
Guarantees or this Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration
for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy. 

SECTION 12.12.    Successors. All agreements of the Issuer and each Guarantor in this Indenture and the Notes
shall bind their respective successors. All agreements of the Trustee in this Indenture shall bind its successors. 
 SECTION
12.13.    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. The exchange of copies of this
Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the
parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes. 
 SECTION
12.14.    Table of Contents; Headings. The table of contents, cross-reference table and headings of the Articles and Sections of this Indenture have been inserted for
convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof. 

SECTION 12.15.    Force Majeure. In no event shall the Trustee or the Notes Collateral Agent be responsible or
liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or
terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services, it being understood that the Trustee and
the Notes Collateral Agent shall use reasonable best efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. 

  
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 SECTION 12.16.    Severability. In case any provision in this
Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 

ARTICLE XIII 
 COLLATERAL

 SECTION 13.1.    Security Documents. The due and punctual payment of the principal of and premium and
interest on the Notes and Guarantees when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest on the
Notes and Guarantees and performance of all other Obligations of the Issuer and the Guarantors to the Noteholder Secured Parties under this Indenture, the Notes, the Guarantees, the ABL-Notes Intercreditor Agreement, the Pari Passu Intercreditor
Agreement and the Security Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Security Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the ABL-Notes
Intercreditor Agreement and the Pari Passu Intercreditor Agreement. The Trustee, the Issuer and the Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust for the benefit of the Noteholder Secured
Parties pursuant to the terms of the Security Documents, the ABL-Notes Intercreditor Agreement and the Pari Passu Intercreditor Agreement. Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents (including the
provisions providing for the possession, use, release and foreclosure of Collateral), the ABL-Notes Intercreditor Agreement and the Pari Passu Intercreditor Agreement as each may be in effect or may be amended from time to time in accordance with
their terms and this Indenture, the ABL-Notes Intercreditor Agreement and the Pari Passu Intercreditor Agreement, and authorizes and directs the Notes Collateral Agent to enter into the Security Documents, the ABL-Notes Intercreditor Agreement and
the Pari Passu Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the
Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 13.1, to assure and confirm to the Notes Collateral Agent the first-priority (subject to Permitted Liens)
security interest in the Notes Collateral and the second-priority (subject to Permitted Liens) security interest in the ABL Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to
render the same available for the security and benefit of this Indenture and of the Notes and the Guarantees secured thereby, according to the intent and purposes herein expressed. To the extent required by the Security Documents, the Issuer
shall, and shall cause its Subsidiaries to, take any and all actions and make all filings, registrations and recordations (including the filing of UCC financing statements, continuation statements and amendments thereto) in all such jurisdictions
reasonably required to cause the Security Documents to create, perfect and maintain, as security for the Obligations of the Issuer and the Guarantors to the Noteholder Secured Parties under this Indenture, the Notes, the Guarantees and the Security
Documents, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to Permitted Liens and to the terms of the ABL-Notes Intercreditor Agreement, the Pari Passu Intercreditor Agreement and the Security
Documents), in favor of the Notes Collateral Agent for the benefit of the Noteholder Secured Parties subject to no Liens other than Liens permitted under this Indenture and with the priority set forth in the ABL-Notes Intercreditor Agreement
(subject to Permitted Liens). For the avoidance of doubt, the Trustee and Notes Collateral Agent shall not have a Lien on the Excluded Assets. 

SECTION 13.2.    Non-Impairment of Liens. Any release of Collateral permitted by Section 13.3
will be deemed not to impair the Liens under this Indenture and the Security Documents in contravention thereof. 
 SECTION
13.3.    Release of Collateral. 
 (a)    Subject to Section 13.3(b), Collateral may be
released from the Lien and security interest created by the Security Documents at any time or from time to time in accordance with the provisions of the Security Documents, the ABL-Notes Intercreditor Agreement, the Pari Passu Intercreditor
Agreement and this Indenture. Notwithstanding anything to the contrary in any Note Document, the Liens on Collateral securing the Notes shall automatically (without further action) be released with respect to the relevant Collateral under any of the
following circumstances: 
 (1)    to enable the sale or other disposition of such property or assets,
including Capital Stock (other than to the Issuer or a Guarantor), to the extent not prohibited under Section 3.5, or to the extent arising from the sale or other disposition of property or assets that does not constitute an Asset Disposition
in a transaction not prohibited by this Indenture; 

  
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 (2)    in the case of a Guarantor that is released from its
Guarantee with respect to the Notes in accordance with Section 10.2, the property and assets of such Guarantor being released; 

(3)    with respect to Collateral that is Capital Stock, upon the dissolution or liquidation of the issuer
of that Capital Stock that is not prohibited by this Indenture; 
 (4)    to the extent such Collateral
is comprised of property leased to the Issuer or a Guarantor, upon termination or expiration of such lease; 

(5)    with respect to any Collateral that becomes an “Excluded Asset” or that becomes subject to
certain Permitted Liens (but only to the extent the agreement governing such other Permitted Lien prohibits the granting of other liens on the Collateral); 

(6)    pursuant to an amendment, supplement or waiver in accordance with Article IX; or 

(7)    if the Notes have been discharged or defeased pursuant to Article VIII or Article XI.

 (b)    The second-priority Lien on the ABL Collateral securing the Notes and the Guarantees shall terminate and be
released automatically if the first-priority Liens on the ABL Collateral are released by the ABL Collateral Agent (unless, at the time of such release of such first-priority Liens, an Event of Default shall have occurred and be continuing under this
Indenture) in connection with the sale, transfer or disposition of ABL Collateral, subject to the terms of the ABL-Notes Intercreditor Agreement, other than (i) in connection with any such release by the ABL Collateral Agent in connection with the
Discharge of the ABL Obligations or (ii) to the extent prohibited under this Indenture. Notwithstanding the existence of an Event of Default, the second-priority Lien on the ABL Collateral securing the Notes and the Note Guarantees shall also
terminate and be released automatically to the extent the first-priority Liens on the ABL Collateral are released by the ABL Collateral Agent in connection with a sale, transfer or disposition of ABL Collateral that occurs in connection with the
foreclosure of, or other exercise of remedies with respect to, ABL Collateral by the ABL Collateral Agent (except with respect to any proceeds of such sale, transfer or disposition that remain after satisfaction in full of the ABL Obligations). 

(c)    With respect to any release of Collateral permitted by this Section 13.3, upon receipt of a written request from
the Issuer and supported by an Officers’ Certificate and an Opinion of Counsel each stating that all conditions precedent under this Indenture, the Security Documents, the ABL-Notes Intercreditor Agreement and the Pari Passu Intercreditor
Agreement, if any, to such release have been met, and any necessary or proper instruments of termination, satisfaction or release prepared by the Issuer, subject to the terms of the Pari Passu Intercreditor Agreement, the Trustee shall, or shall
cause the Notes Collateral Agent to, execute, deliver or acknowledge (at the Issuer’s expense) such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Indenture, the Security Documents or
the ABL-Notes Intercreditor Agreement and the Pari Passu Intercreditor Agreement. Neither the Trustee nor the Notes Collateral Agent shall be liable for any such release undertaken in reliance upon any such Officers’ Certificate or Opinion of
Counsel, and notwithstanding any term hereof or in any Security Document, the ABL-Notes Intercreditor Agreement or the Pari Passu Intercreditor Agreement to the contrary, the Trustee and the Notes Collateral Agent shall not be under any
obligation to release any such Lien and security interest, or execute and deliver any such instrument of release, satisfaction or termination, unless and until it receives such Officers’ Certificate and an Opinion of Counsel. 

SECTION 13.4.    Suits to Protect the Collateral. Subject to the provisions of Article VII, the
Security Documents, the ABL-Notes Intercreditor Agreement and the Pari Passu Intercreditor Agreement, the Trustee, without the consent of the Holders, on behalf of the Holders, may or may direct the Notes Collateral Agent to take all actions it
determines in order to: 
 (a)    enforce any of the terms of the Security Documents; and 

(b)    collect and receive any and all amounts payable in respect of the Obligations hereunder. 

  
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 Subject to the provisions of the Security Documents, the ABL-Notes Intercreditor Agreement and
the Pari Passu Intercreditor Agreement, the Trustee and the Notes Collateral Agent shall have power to institute and to maintain such suits and proceedings as the Trustee may determine to prevent any impairment of the Collateral by any acts which
may be unlawful or in violation of any of the Security Documents or this Indenture, and such suits and proceedings as the Trustee and/or the Notes Collateral Agent may determine to preserve or protect its interests and the interests of the Holders
in the Collateral. Nothing in this Section 13.4 shall be considered to impose any such duty or obligation to act on the part of the Trustee or the Notes Collateral Agent. 

SECTION 13.5.    Authorization of Receipt of Funds by the Trustee Under the Security Documents. Subject to the
provisions of the ABL-Notes Intercreditor Agreement and the Pari Passu Intercreditor Agreement, the Trustee is authorized to receive any funds for the benefit of the Holders distributed under the Security Documents, and to make further distributions
of such funds to the Holders according to the provisions of this Indenture. 
 SECTION 13.6.    Purchaser
Protected. In no event shall any purchaser in good faith of any property purported to be released hereunder be bound to ascertain the authority of the Notes Collateral Agent or the Trustee to execute the release or to inquire as to the
satisfaction of any conditions required by the provisions hereof for the exercise of such authority or to see to the application of any consideration given by such purchaser or other transferee; nor shall any purchaser or other transferee of any
property or rights permitted by this Article XIII to be sold be under any obligation to ascertain or inquire into the authority of the Issuer or the applicable Guarantor to make any such sale or other transfer. 

SECTION 13.7.    Powers Exercisable by Receiver or Trustee. In case the Collateral shall be in the possession
of a receiver or trustee, lawfully appointed, the powers conferred in this Article XIII upon the Issuer or a Guarantor with respect to the release, sale or other disposition of such property may be exercised by such receiver or trustee, and
an instrument signed by such receiver or trustee shall be deemed the equivalent of any similar instrument of the Issuer or a Guarantor or of any Officer or Officers thereof required by the provisions of this Article XIII; and if the Trustee
shall be in the possession of the Collateral under any provision of this Indenture, then such powers may be exercised by the Trustee. 

SECTION 13.8.    Release Upon Termination of the Issuer’s Obligations. In the event that
the Issuer delivers to the Trustee an Officer’s Certificate certifying that (i) payment in full of the principal of, premium and accrued and unpaid interest on, the Notes and all other Obligations under this Indenture, the Notes, the Guarantees
and the Security Documents that are due and payable at or prior to the time such principal, premium and accrued and unpaid interest, are paid or (ii) the Issuer shall have discharged this Indenture in compliance with the provisions of Article
XI or exercised its Legal Defeasance option or its Covenant Defeasance option, in each case in compliance with the provisions of Article VIII, and an Opinion of Counsel stating that all conditions precedent to the execution and delivery
of such notice by the Trustee have been satisfied, the Trustee shall deliver to the Issuer and the Notes Collateral Agent a notice stating that the Trustee, on behalf of the Holders, disclaims and gives up any and all rights it has in or to the
Collateral (other than with respect to funds held by the Trustee pursuant to Article XI or Article VIII), and any rights it has under the Security Documents, and upon receipt by the Notes Collateral Agent of such notice, the
Notes Collateral Agent shall be deemed not to hold a Lien in the Collateral on behalf of the Trustee and shall do or cause to be done all acts reasonably requested by the Issuer to release such Lien as soon as is reasonably practicable. 

SECTION 13.9.    Notes Collateral Agent.

(a)    By their acceptance of the Notes, the Holders hereby designate and appoint Wilmington Trust, National Association to
serve as Notes Collateral Agent and as their agent under this Indenture, the Security Documents, the ABL-Notes Intercreditor Agreement and the Pari Passu Intercreditor Agreement and each of the Holders by acceptance of the Notes and the Trustee
hereby irrevocably authorizes the Notes Collateral Agent to take such action on its behalf under the provisions of this Indenture, the Security Documents and 

  
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the ABL-Notes Intercreditor Agreement and to exercise such powers and perform such duties as are expressly delegated to the Notes Collateral Agent by the terms of this Indenture, the Security
Documents, the ABL-Notes Intercreditor Agreement and the Pari Passu Intercreditor Agreement, and consents and agrees to the terms of the ABL-Notes Intercreditor Agreement, the Pari Passu Intercreditor Agreement and each Security Document, as the
same may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their respective terms. Wilmington Trust, National Association hereby agrees to serve as Notes Collateral Agent under the
Security Documents, the ABL-Notes Intercreditor Agreement and the Pari Passu Intercreditor Agreement and acknowledges that the Notes Collateral Agent agrees to act as such on the express conditions contained in this Section 13.9. The provisions of
this Section 13.9 are solely for the benefit of the Notes Collateral Agent and none of the Trustee, any of the Holders nor any of the Grantors shall have any rights as a third party beneficiary of any of the provisions contained herein other than as
expressly provided in Section 13.4. Each Holder agrees that any action taken by the Notes Collateral Agent in accordance with the provision of this Indenture, the ABL-Notes Intercreditor Agreement, the Pari Passu Intercreditor Agreement and the
Security Documents, and the exercise by the Notes Collateral Agent of any rights or remedies set forth herein and therein shall be authorized and binding upon all Holders. Notwithstanding any provision to the contrary contained elsewhere in this
Indenture, the Security Documents, the ABL-Notes Intercreditor Agreement and the Pari Passu Intercreditor Agreement, the Notes Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein and in the other
Note Documents to which the Notes Collateral Agent is a party, nor shall the Notes Collateral Agent have or be deemed to have any trust or other fiduciary relationship with the Trustee, any Holder or any Grantor, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Security Documents, the ABL-Notes Intercreditor Agreement or the Pari Passu Intercreditor Agreement or otherwise exist against the Notes Collateral Agent.

 (b)    The Notes Collateral Agent may perform any of its duties or exercise any rights under this Indenture, the
Security Documents, the ABL-Notes Intercreditor Agreement or the Pari Passu Intercreditor Agreement by or through receivers, agents, employees, attorneys-in-fact or through its Controlled Investment Affiliates and shall be entitled to advice of
counsel concerning all matters pertaining to such duties and rights, and, in the absence of gross negligence or willful misconduct on its part, shall be entitled to act upon, and shall be fully protected in taking action in reliance upon any advice
or opinion given by legal counsel. The Notes Collateral Agent shall not be responsible for the negligence or willful misconduct of any receiver, agent, employee, attorney-in-fact or Controlled Investment Affiliate that it selects as long as such
selection was made in good faith. 
 (c)    None of the Notes Collateral Agent or any of its Controlled Investment
Affiliates shall (i) be liable for any action taken or omitted to be taken by any of them under or in connection with this Indenture or the transactions contemplated hereby (except to the extent that the foregoing are found by a final,
non-appealable judgment of a court of competent jurisdiction to have resulted from its own gross negligence or willful misconduct) or under or in connection with any Security Document, the ABL-Notes Intercreditor Agreement or the Pari Passu
Intercreditor Agreement or the transactions contemplated thereby (except to the extent that the foregoing are found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from its own gross negligence or willful
misconduct), or (ii) be responsible in any manner to any of the Trustee or any Holder for any recital, statement, representation, warranty, covenant or agreement made by the Issuer or any Grantor, or any Officer or Controlled Investment Affiliates
thereof, contained in this Indenture, or any other Note Documents, or in any certificate, report, statement or other document referred to or provided for in, or received by the Notes Collateral Agent under or in connection with, this Indenture, the
Security Documents, the ABL-Notes Intercreditor Agreement or the Pari Passu Intercreditor Agreement, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Indenture, the Security Documents, the ABL-Notes Intercreditor
Agreement or the Pari Passu Intercreditor Agreement, or for any failure of any Grantor or any other party to this Indenture, the Security Documents, the ABL-Notes Intercreditor Agreement or the Pari Passu Intercreditor Agreement to perform its
obligations hereunder or thereunder. None of the Notes Collateral Agent or any of its respective Controlled Investment Affiliates shall be under any obligation to the Trustee or any Holder to monitor, ascertain or inquire as to the observance or
performance of any of the agreements contained in, or conditions of, this Indenture, the Security Documents, the ABL-Notes Intercreditor Agreement or the Pari Passu Intercreditor Agreement or to inspect the properties, books, or records of any
Grantor or any Grantor’s Affiliates. 

  
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 (d)    In the absence of gross negligence or willful misconduct on its part,
the Notes Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, certification, telephone message, statement, or other
communication, document or conversation (including those by telephone or e-mail) believed by it to be genuine and correct and to have been signed, sent, or made by the proper Person or Persons, and upon advice and statements of legal counsel
(including, without limitation, counsel to the Issuer or any Grantor), independent accountants and other experts and advisors selected by the Notes Collateral Agent. The Notes Collateral Agent shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, or other paper or document. The Notes Collateral Agent shall be fully justified in failing
or refusing to take any action under this Indenture, the Security Documents, the ABL-Notes Intercreditor Agreement or the Pari Passu Intercreditor Agreement unless it shall first receive such advice or direction of the Trustee or the Holders of a
majority in aggregate principal amount of the Notes as it determines, or if there are any Other Passu Lien Obligations then outstanding, the Applicable Authorized Representative and, if it so requests, it shall first be indemnified to its
satisfaction by the Holders (or holders of Other Pari Passu Lien Obligations (if any)) against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Notes Collateral Agent shall
in all cases be fully protected in acting, or in refraining from acting, under this Indenture, the Security Documents, the ABL-Notes Intercreditor Agreement or the Pari Passu Intercreditor Agreement in accordance with a written request, direction,
instruction or consent of the Trustee or the Holders of a majority in aggregate principal amount of the then outstanding Notes, or if there are any Other Passu Lien Obligations then outstanding, the Applicable Authorized Representative and such
request and any action taken or failure to act pursuant thereto shall be binding upon all of the Holders and holders of Other Pari Passu Lien Obligations (if any). 

(e)    The Notes Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or
Event of Default, unless a Responsible Officer of the Notes Collateral Agent shall have received written notice from the Trustee or the Issuer referring to this Indenture, describing such Default or Event of Default and stating that such notice is a
“notice of default.” The Notes Collateral Agent shall take such action with respect to such Default or Event of Default as may be directed by the Trustee in accordance with Article VI or the Holders of a majority in aggregate
principal amount of the Notes (subject to this Section 13.9 and the terms of the Pari Passu Intercreditor Agreement). 

(f)    Wilmington Trust, National Association and its Affiliates may make loans to, issue letters of credit for the
account of, accept deposits from, acquire equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting, or other business with any Grantor and its Affiliates as though it was not the Notes Collateral Agent
hereunder and without notice to or consent of the Trustee. The Trustee and the Holders acknowledge that, pursuant to such activities, Wilmington Trust, National Association or its Affiliates may receive information regarding any Grantor or its
Affiliates (including information that may be subject to confidentiality obligations in favor of any such Grantor or such Affiliate) and acknowledge that the Notes Collateral Agent shall not be under any obligation to provide such information to the
Trustee or the Holders. Nothing herein shall impose or imply any obligation on the part of the Wilmington Trust, National Association to advance funds. 

(g)    The Notes Collateral Agent may resign at any time by notice to the Trustee and the Issuer, such resignation to be
effective upon the acceptance of a successor agent of its appointment as Notes Collateral Agent. If the Notes Collateral Agent resigns under this Indenture, the Issuer shall appoint a successor notes collateral agent. If no successor notes
collateral agent is appointed by the Issuer prior to the intended effective date of the resignation of the Notes Collateral Agent (as stated in the Notes Collateral Agent’s notice of resignation), the Notes Collateral Agent may appoint, after
consulting with the Trustee, subject to the consent of the Issuer (which shall not be unreasonably withheld and which shall not be required during a continuing Event of Default), a successor notes collateral agent. If no successor notes collateral
agent is appointed and consented to by the Issuer pursuant to the preceding sentence within thirty (30) days after the intended effective date of resignation (as stated in the Notes Collateral Agent’s notice of resignation), the Notes
Collateral Agent shall be entitled to petition a court of competent jurisdiction to appoint a successor. Upon the acceptance of its appointment as successor notes collateral agent hereunder, such successor notes collateral agent shall succeed to all
the rights, powers and duties of the retiring Notes Collateral Agent, and the term “Notes Collateral Agent” shall mean such successor notes collateral agent, and the retiring Notes Collateral Agent’s appointment, powers and duties as
the Notes Collateral Agent shall be terminated. After the retiring hereunder, the provisions of this Section 13.9 (and Section 7.7) shall continue to inure to the benefit of the retiring Notes Collateral Agent and the retiring Notes Collateral Agent
shall not by reason of such resignation be deemed to be released from liability as to any actions taken or omitted to be taken by it while it was the Notes Collateral Agent under this Indenture. 

  
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 (h)    Wilmington Trust, National Association shall initially act as Notes
Collateral Agent and shall be authorized to appoint co-Notes Collateral Agents as necessary in its sole discretion. Neither the Notes Collateral Agent nor any of its respective officers, directors, employees or agents or other Controlled Investment
Affiliates shall be liable to any Grantor or any Noteholder Secured Party for failure to demand, collector realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any
Collateral upon the request of any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The Notes Collateral Agent shall be accountable only for amounts that it actually receives as a result of the
exercise of such powers, and neither the Notes Collateral Agent nor any of its officers, directors, employees, attorneys, representatives or agents shall be responsible for any act or failure to act hereunder, except to the extent such act is found
by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from its own gross negligence or willful misconduct. 

(i)    By their acceptance of the Notes hereunder, the Notes Collateral Agent is authorized and directed by the Holders to
(i) enter into the Security Documents to which it is party, whether executed on or after the Issue Date, (ii) enter into the ABL-Notes Intercreditor Agreement, (iii) enter into the Pari Passu Intercreditor Agreement, (iv) bind the Holders on the
terms as set forth in the Security Documents, the ABL-Notes Intercreditor Agreement and the Pari Passu Intercreditor Agreement, (v) perform and observe its obligations under the Security Documents, the ABL-Notes Intercreditor Agreement and the Pari
Passu Intercreditor Agreement and (vi) release any Collateral in accordance with the terms hereof. 
 (j)    The Trustee
agrees that it shall not (and shall not be obliged to), and shall not instruct the Notes Collateral Agent to, unless specifically directed to do so by the Holders of a majority in aggregate principal amount of the Notes, take or cause to be taken
any action to enforce its rights under this Indenture or the other Note Documents or against any Grantor, including the commencement of any legal or equitable proceedings, to foreclose any Lien on, or otherwise enforce any security interest in, any
of the Collateral. 
 If at any time or times the Trustee shall receive (i) by payment, foreclosure, set-off or otherwise, any proceeds of
Collateral or any payments with respect to the Obligations arising under, or relating to, this Indenture, except for any such proceeds or payments received by the Trustee from the Notes Collateral Agent pursuant to the terms of this Indenture, or
(ii) payments from the Notes Collateral Agent in excess of the amount required to be paid to the Trustee pursuant to Article VI, the Trustee shall promptly turn the same over to the Notes Collateral Agent, in kind, and with such endorsements as may
be required to negotiate the same to the Notes Collateral Agent, such proceeds to be applied by the Notes Collateral Agent pursuant to the terms of this Indenture, the Security Documents, the ABL-Notes Intercreditor Agreement and the Pari Passu
Intercreditor Agreement. 
 (k)    The Notes Collateral Agent is each Holder’s agent for the purpose of perfecting
the Holders’ security interest in assets which, in accordance with Article 9 of the Uniform Commercial Code can be perfected only by possession. Should the Trustee obtain possession of any such Collateral, upon request from the Issuer, the
Trustee shall notify the Notes Collateral Agent thereof and promptly shall deliver such Collateral to the Notes Collateral Agent or otherwise deal with such Collateral in accordance with the Notes Collateral Agent’s instructions. 

(l)    The Notes Collateral Agent shall have no obligation whatsoever to the Trustee, any of the Holders, or any of the
Noteholder Secured Parties to assure that the Collateral exists or is owned by any Grantor or is cared for, protected, or insured or has been encumbered, or that the Notes Collateral Agent’s Liens have been properly or sufficiently or lawfully
created, perfected, protected, maintained or enforced or are entitled to any particular priority, or to determine whether all of the Grantor’s property constituting collateral intended to be subject to the Lien and security interest of the
Collateral Documents has been properly and completely listed or delivered, as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto, or to exercise at all or in any particular manner or under any duty
of care, disclosure, or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to the Notes Collateral Agent pursuant to this Indenture, any Collateral Document, the ABL-Notes Intercreditor Agreement or
the Pari Passu Intercreditor Agreement other than pursuant to the instructions of the Trustee or the Holders of a majority in aggregate principal amount of the Notes or if there are Other Pari Passu Lien Obligations then outstanding, the Applicable
Authorized Representative (if 

  
 -122- 








 
other than the Notes Collateral Agent), or as otherwise provided in the Collateral Documents, the ABL-Notes Intercreditor Agreement or the Pari Passu Intercreditor Agreement, it being understood
and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Notes Collateral Agent shall have no other duty or liability whatsoever to the Trustee, any Holder, or any Noteholder Secured Party as to any of the
foregoing. 
 (m)    If the Issuer (i) incurs any obligations in respect of ABL Obligations at any time when no
intercreditor agreement is in effect or at any time when Indebtedness constituting ABL Obligations entitled to the benefit of an existing ABL-Notes Intercreditor Agreement is concurrently retired, and (ii) delivers to the Notes Collateral Agent an
Officer’s Certificate so stating and requesting the Notes Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as the ABL-Notes Intercreditor Agreement) in favor of a designated agent or representative for
the holders of the ABL Obligations so incurred, the Notes Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement (at the sole expense and cost of the Issuer, including reasonable legal fees and
expenses of the Notes Collateral Agent), bind the Holders on the terms set forth therein and perform and observe its obligations thereunder. 

(n)    If the Issuer (i) incurs any obligations in respect of Other Pari Passu Lien Obligations at any time when no Pari
Passu Intercreditor Agreement is in effect or at any time when Indebtedness constituting Pari Passu Indebtedness entitled to the benefit of an existing Pari Passu Intercreditor Agreement is concurrently retired, and (ii) delivers to the Notes
Collateral Agent an Officer’s Certificate so stating and requesting the Notes Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as the Pari Passu Intercreditor Agreement) in favor of a designated agent
or representative for the holders of the Other Pari Passu Lien Obligations so incurred, the Notes Collateral Agent shall (and is hereby authorized and directed to) enter into such Pari Passu Intercreditor Agreement (at the sole expense and cost of
the Issuer, including reasonable legal fees and expenses of the Notes Collateral Agent), bind the Holders on the terms set forth therein and perform and observe its obligations thereunder. To the extent a Pari Passu Intercreditor Agreement is
already then in existence, if the Issuer (i) incurs any additional Other Pari Passu Lien Obligations and (ii) delivers to the Notes Collateral Agent an Officer’s Certificate so stating and requesting the Notes Collateral Agent to enter into a
joinder to the Pari Passu Intercreditor Agreement in favor of a designated agent or representative for the holders of such Other Pari Passu Lien Obligations, the Notes Collateral Agent shall (and is hereby authorized and directed to ) enter into
such joinder (at the sole expense and cost of the Issuer, including reasonable legal fees and expenses of the Notes Collateral Agent 

(o)    No provision of this Indenture, the ABL-Notes Intercreditor Agreement or any Security Document shall require the
Notes Collateral Agent (or 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 thereunder or to take or omit to take any action hereunder or thereunder or take
any action at the request or direction of Holders (or the Trustee) or, if there are Other Pari Passu Lien Obligations then outstanding, the Applicable Authorized Representative unless the Notes Collateral Agent shall have received indemnity
satisfactory to the Notes Collateral Agent against potential costs and liabilities incurred by the Notes Collateral Agent relating thereto. Notwithstanding anything to the contrary contained in this Indenture, the ABL-Notes Intercreditor Agreement,
the Pari Passu Intercreditor Agreement or the Security Documents, in the event the Notes Collateral Agent is entitled or required to commence an action to foreclose or otherwise exercise its remedies to acquire control or possession of the
Collateral, the Notes Collateral Agent shall not be required to commence any such action or exercise any remedy or to inspect or conduct any studies of any property under any mortgages or take any such other action if the Notes Collateral Agent has
determined that the Notes Collateral Agent may incur personal liability as a result of the presence at, or release on or from, the Collateral or such property, of any hazardous substances unless the Notes Collateral Agent has received security or
indemnity from the Holders (and the holders of Other Pari Passu Lien Obligations (if any)) in an amount and in a form all satisfactory to the Notes Collateral Agent in its sole discretion, protecting the Notes Collateral Agent from all such
liability. The Notes Collateral Agent shall at any time be entitled to cease taking any action described above if it no longer reasonably deems any indemnity, security or undertaking from the Issuer or the Holders (or holders of Other Pari Passu
Lien Obligations (if any)) to be sufficient. 
 (p)    The Notes Collateral Agent (i) shall not be liable for any action
taken or omitted to be taken by it in connection with this Indenture, the ABL-Notes Intercreditor Agreement, the Pari Passu Intercreditor Agreement and the Security Documents or any instrument referred to herein or therein, except to the extent that
any of the foregoing are found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from 

  
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its own gross negligence or willful misconduct, (ii) shall not be liable for interest on any money received by it except as the Notes Collateral Agent may agree in writing with the Issuer (and
money held in trust by the Notes Collateral Agent need not be segregated from other funds except to the extent required by law) and (iii) may consult with counsel of its selection and the advice or opinion of such counsel as to matters of law shall
be full and complete authorization and, in the absence of any gross negligence or willful misconduct on its part, protection from liability in respect of any action taken, omitted or suffered by it in good faith and in reliance upon the advice or
opinion of such counsel. The grant of permissive rights or powers to the Notes Collateral Agent under the Note Documents shall not be construed to impose duties to act. 

(q)    In no event shall the Notes Collateral Agent be responsible or liable for any special, indirect, punitive,
incidental or consequential loss or damage or any kind whatsoever (including, but not limited to, lost profits) irrespective of whether the Notes Collateral Agent has been advised of the likelihood of such loss or damage and regardless of the form
of action. 
 (r)    The Notes Collateral Agent does not assume any responsibility for any failure or delay in
performance or any breach by the Issuer or any other Grantor under this Indenture, the ABL-Notes Intercreditor Agreement, the Pari Passu Intercreditor Agreement and the Security Documents. The Notes Collateral Agent shall not be responsible to the
Holders or any other Person for any recitals, statements, information, representations or warranties contained in any Note Documents or in any certificate, report, statement, or other document referred to or provided for in, or received by the Notes
Collateral Agent under or in connection with, this Indenture, the ABL-Notes Intercreditor Agreement, the Pari Passu Intercreditor Agreement or any Security Document; the execution, validity, genuineness, effectiveness or enforceability of the
ABL-Notes Intercreditor Agreement, the Pari Passu Intercreditor Agreement and any Security Documents as to any other party thereto; the genuineness, enforceability, collectability, value, sufficiency, location or existence of any Collateral, or the
validity, effectiveness, enforceability, sufficiency, extent, perfection or priority of any Lien therein; or the validity, enforceability or collectability of any Obligations; the assets, liabilities, financial condition, results of operations,
business, creditworthiness or legal status of any obligor. The Notes Collateral Agent shall have no obligation to any Holder or any other Person to ascertain or inquire into the existence of any Default or Event of Default, the observance or
performance by any obligor of any terms of this Indenture, the ABL-Notes Intercreditor Agreement, the Pari Passu Intercreditor Agreement and the Security Documents, or the satisfaction of any conditions precedent contained in this
Indenture, the ABL-Notes Intercreditor Agreement, the Pari Passu Intercreditor Agreement and any Security Document. The Notes Collateral Agent shall not be required to initiate or conduct any litigation or collection or other proceeding under
this Indenture, the ABL-Notes Intercreditor Agreement, the Pari Passu Intercreditor Agreement and the Security Documents except as directed by Holders of a majority in aggregate principal amount of the Notes or, if Other Pari Passu Lien Obligations
are then outstanding, the Applicable Authorized Representative; provided that in no event shall the Notes Collateral Agent be required to take any action which it determines is not permitted pursuant to the Note Documents or applicable law. 

(s)    The parties hereto and the Holders hereby agree and acknowledge that the Notes Collateral Agent and the Trustee
shall not assume, be responsible for or otherwise be obligated for any liabilities, claims, causes of action, suits, losses, allegations, requests, demands, penalties, fines, settlements, damages (including foreseeable and unforeseeable),
judgments, expenses and costs (including but not limited to, any remediation, corrective action, response, removal or remedial action, or investigation, operations and maintenance or monitoring costs, for personal injury or property damages, real or
personal) of any kind whatsoever, for any environmental condition or contamination pursuant to any environmental law or otherwise as a result of this Indenture, the ABL-Notes Intercreditor Agreement, the Pari Passu Intercreditor Agreement
and the Security Documents or any actions taken pursuant hereto or thereto. Further, the parties hereto and the Holders hereby agree and acknowledge that in the exercise of its rights under this Indenture, the ABL-Notes Intercreditor
Agreement, the Pari Passu Intercreditor Agreement and the Security Documents, the Notes Collateral Agent or the Trustee may hold or obtain indicia of ownership primarily to protect the security interest of the Notes Collateral Agent in the
Collateral, including without limitation the properties constituting real property that constitute Collateral, and that any such actions taken by the Notes Collateral Agent or the Trustee shall not be construed as or otherwise constitute any
participation in the management of such Collateral, including without limitation the real properties that constitute Collateral, as those terms are defined in Section 101(20)(E) of the Comprehensive Environmental Response, Compensation, and
Liability Act, 42 U.S.C. §§ 9601 et seq., as amended. 

  
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 (t)    Upon the receipt by the Notes Collateral Agent of a written request of
the Issuer signed by any Officer (a “Security Document Order”), the Notes Collateral Agent is hereby authorized to execute and enter into, and if satisfactory in form and substance to the Notes Collateral Agent, execute and enter into,
without the further consent of any Holder or the Trustee, any Security Document to be executed after the Issue Date. Such Security Document Order shall (i) state that it is being delivered to the Notes Collateral Agent pursuant to, and is a Security
Document Order referred to in, this Section 13.9(t), and (ii) instruct the Notes Collateral Agent to execute and enter into such Security Document. Any such execution of a Security Document shall be at the direction and expense of the Issuer, upon
delivery to the Notes Collateral Agent of an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent to the execution and delivery of the Security Document have been satisfied. The Holders, by their acceptance of the
Notes, hereby authorize and direct the Notes Collateral Agent to execute such Security Documents. 
 (u)    Subject to
the provisions of the applicable Security Documents and the ABL-Notes Intercreditor Agreement, each Holder, by acceptance of the Notes, agrees that the Notes Collateral Agent shall execute and deliver the ABL-Notes Intercreditor Agreement and the
Security Documents to which it is a party and all agreements, documents and instruments incidental thereto, and act in accordance with the terms thereof. For the avoidance of doubt, except as expressly set forth herein, in the Security Documents or
in the ABL-Notes Intercreditor Agreement, the Notes Collateral Agent shall have no discretion under this Indenture, the ABL-Notes Intercreditor Agreement, the Pari Passu Intercreditor Agreement (if applicable) or the Security Documents and
shall not be required to make or give any determination, consent, approval, request or direction without the written direction of the Holders of a majority in aggregate principal amount of the then outstanding Notes or the Trustee or, if Other Pari
Passu Lien Obligations are then outstanding, the Applicable Authorized Representative, as applicable. 
 (v)    After
the occurrence and during the continuance of an Event of Default and subject to the terms of the Pari Passu Intercreditor Agreement, the Trustee, subject to Articles VI and VII, may direct the Notes Collateral Agent in connection with
any action required or permitted by this Indenture, the Security Documents, the ABL-Notes Intercreditor Agreement or the Pari Passu Intercreditor Agreement. 

(w)    The Notes Collateral Agent is authorized to receive any funds for the benefit of itself, the Trustee and the
Holders distributed under the Security Documents or the ABL-Notes Intercreditor Agreement and to the extent not prohibited under the ABL-Notes Intercreditor Agreement, for turnover to the Trustee to make further distributions of such funds to
itself, the Trustee and the Holders in accordance with the provisions of Section 6.10 and the other provisions of this Indenture and the Pari Passu Intercreditor Agreement. 

(x)    In each case that Notes Collateral Agent may or is required hereunder or under any other Note Documents to take any
action (an “Action”), including without limitation to make any determination, to give consents, to exercise rights, powers or remedies, to release or sell Collateral or otherwise to act hereunder or under any other Note Documents, the
Notes Collateral Agent may seek direction from the Holders of a majority in aggregate principal amount of the then outstanding Notes or, if otherwise specified under the Pari Passu Intercreditor Agreement, the Applicable Authorized Representative.
In the absence of gross negligence or willful misconduct on its part, the Notes Collateral Agent shall not be liable with respect to any Action taken or omitted to be taken by it in accordance with the direction from the Holders of a majority in
aggregate principal amount of the then outstanding Notes or, if otherwise specified under the Pari Passu Intercreditor Agreement, the Applicable Authorized Representative. Subject to the terms of the Pari Passu Intercreditor Agreement, if the Notes
Collateral Agent shall request direction from the Holders of a majority in aggregate principal amount of the then outstanding Notes with respect to any Action, the Notes Collateral Agent shall be entitled to refrain from such Action unless and
until the Notes Collateral Agent shall have received direction from the Holders of a majority in aggregate principal amount of the then outstanding Notes, and the Notes Collateral Agent shall not incur liability to any Person by reason of so
refraining. 
 (y)    Notwithstanding anything to the contrary in this Indenture or any other Note Documents, in no
event shall the Notes Collateral Agent be responsible for, or have any duty or obligation with respect to, the recording, filing, registering, perfection, protection or maintenance of the security interests or Liens intended to be created by this
Indenture or the other Note Documents (including the filing or continuation of any UCC financing or continuation statements or similar documents or instruments), nor shall the Notes Collateral Agent be responsible for, and the Notes Collateral Agent
makes no representation regarding, the validity, effectiveness or priority of 

  
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any of the Security Documents or the security interests or Liens intended to be created thereby. The Notes Collateral Agent makes no representation regarding the validity, effectiveness or
enforceability of the ABL-Notes Intercreditor Agreement, the Pari Passu Intercreditor Agreement or any subsequent intercreditor agreement. 

(z)    Before the Notes Collateral Agent acts or refrains from acting in each case at the request or direction of the
Issuer or the Guarantors, or in connection with any Security Document, the ABL-Notes Intercreditor Agreement or the Pari Passu Intercreditor Agreement, it may require an Officer’s Certificate and an Opinion of Counsel, which shall conform to
the provisions of Section 12.3. In the absence of gross negligence or willful misconduct on its part, the Notes Collateral Agent shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion.

 (aa)    Notwithstanding anything to the contrary contained herein but subject to the terms of the Pari Passu
Intercreditor Agreement, the Notes Collateral Agent shall act pursuant to the instructions of the Noteholder Secured Parties as provided in this Indenture solely with respect to the Security Documents and the Collateral. 

(bb)    The Issuer and the Guarantors, jointly and severally, shall indemnify the Notes Collateral Agent for, and hold the
Notes Collateral Agent harmless against, any and all loss, damage, claim, liability or expense (including attorneys’ fees) incurred by it in connection with the acceptance or the performance of its duties hereunder and under the other Note
Documents (including the costs and expenses of enforcing any Note Document against the Issuer or any of the Guarantors (including this Article XIII) or defending itself against any claim whether asserted by any Holder, the Issuer or any
Guarantor, any holder of Other Pari Passu Lien Obligations or liability in connection with the acceptance, exercise or performance of any of its powers or duties hereunder). The Notes Collateral Agent shall notify the Issuer promptly of any claim
for which it may seek indemnity. Failure by the Notes Collateral Agent to so notify the Issuer shall not relieve the Issuer or any Guarantor of their obligations hereunder. The Issuer and the Guarantors shall defend the claim and the Notes
Collateral Agent may have separate counsel and the Issuer and the Guarantors shall pay the reasonable fees and expenses of such counsel. The Issuer and the Guarantors need not reimburse any expense or indemnify against any loss, liability or expense
incurred by the Notes Collateral Agent through the result of the Notes Collateral Agent’s own willful misconduct or gross negligence, as determined by a final, non-appealable judgment of a court of competent jurisdiction. The obligations of the
Issuer and the Guarantors under this Section 13.9(bb) shall survive the satisfaction and discharge of this Indenture or the earlier resignation or removal of the Notes Collateral Agent. To secure the payment obligations of the Issuer and the
Guarantors in this Section 13.9(bb) but subject to the terms of the ABL-Notes Intercreditor Agreement, the Notes Collateral Agent shall have a Lien prior to the Notes and rights of the Holders on all money or property held or collected by the
Trustee or Notes Collateral Agent, except that held in trust to pay principal, premium, if any, and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture. 

(cc)    The Trustee and Notes Collateral Agent shall be under no obligation to effect or maintain insurance or to renew
any policies of insurance or to inquire as to the sufficiency of any policies of insurance carried by the Issuer or any Guarantor, or to report, or make or file claims or proof of loss for, any loss or damage insured against or that may occur, or to
keep itself informed or advised as to the payment of any taxes or assessments, or to require any such payment to be made. 

(dd)    The Trustee and Notes Collateral Agent shall not be obligated to acquire possession of or take any action with
respect to any property secured by a mortgage or deed of trust, if as a result of such action, the Trustee would be considered to hold title to, to be a “mortgagee in possession of”, or to be an “owner” or “operator” of
such property within the meaning of the Comprehensive Environmental Responsibility Cleanup and Liability Act of 1980, as amended from time to time, but the Trustee or Notes Collateral Agent may determine, based upon a report prepared by a person who
regularly conducts environmental audits, that (i) the such property is in compliance with applicable environmental laws or, if not, that it would be in the best interest of the Holders to take such actions as are necessary for such property to
comply therewith and (ii) there are not circumstances present at such property relating to the use, management or disposal of any hazardous wastes for which investigation, testing, monitoring, containment, clean-up or remediation could be required
under any federal, state or local law or regulation or that if any such materials are present for which such action could be required, that it would be in the best economic interest of the Holders to take such actions with respect to such property.


  
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 (ee)    Notwithstanding the foregoing, before taking any such action, the
Trustee and Notes Collateral Agent may require that a satisfactory indemnity bond or environmental impairment insurance be furnished to it for the payment or reimbursement of all expenses to which it may be put and to protect it against all
liability resulting from any claims, judgments, damages, losses, fees, penalties or expenses which may result from such action. 

(ff)    In no event shall the Notes Collateral Agent be required to execute and deliver any landlord lien waiver, estoppel
or collateral access letter, or any account control agreement that the Notes Collateral Agent determines adversely affects it or otherwise subjects it to personal liability, including without limitation agreements to provide indemnity to any
contractual counterparty. 
 SECTION 13.10.    Designations. Except as provided in the next sentence, for
purposes of the provisions hereof and of the ABL-Notes Intercreditor Agreement, the Pari Passu Intercreditor Agreement and the Security Documents requiring the Issuer to designate Indebtedness for the purposes of the terms “ABL
Obligations” and “Other Pari Passu Lien Obligations” or any other such designations hereunder or under the ABL-Notes Intercreditor Agreement, the Pari Passu Intercreditor Agreement or the Security Documents, any such designation shall
be sufficient if the relevant designation is set forth in writing, signed on behalf of the Issuer by an Officer and delivered to the Trustee, the Notes Collateral Agent, the ABL Collateral Agent and if any Other Pari Passu Lien Obligations are
then outstanding, each Authorized Representative. For all purposes hereof and of the ABL-Notes Intercreditor Agreement, the Issuer hereby designates the Obligations pursuant to the ABL Credit Agreement or any amendment or supplement thereto or
refinancing thereof, as “ABL Obligations.” 
 SECTION 13.11.    Limitations on Certain Collateral and
Perfection Items. The Issuer and the Guarantors shall not be required under the terms of this Indenture or the Security Documents to deliver landlord lien waivers, estoppels or collateral access letters and will not be required to subject
any accounts (other than any Collateral Account), securities accounts or commodities accounts to control agreements except to the extent relating to ABL Collateral and required by the terms of the ABL Credit Agreement or any amendment or supplement
thereto or refinancing thereof. 
 [Signature on following pages] 

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

			
	BMC East, LLC
	
	 /s/ James F. Major, Jr.

	 Name:
	 	 James F. Major, Jr.

	 Title:
	 	 Authorized Officer

	
	 /s/ Paul Street

	 Name:
	 	 Paul Street

	 Title:
	 	 Authorized Officer

	
	BMC Stock Holdings, Inc.
	
	 /s/ James F. Major, Jr.

	 Name:
	 	 James F. Major, Jr.

	 Title:
	 	 Authorized Officer

	
	Stock Building Supply West (USA), Inc.
	
	 /s/ James F. Major, Jr.

	 Name:
	 	 James F. Major, Jr.

	 Title:
	 	 Authorized Officer

	
	 /s/ Paul Street

	 Name:
	 	 Paul Street

	 Title:
	 	 Authorized Officer

	
	BMC West, LLC
	
	 /s/ Paul Street

	 Name:
	 	 Paul Street

	 Title:
	 	 Authorized Officer

	
	BMC Corporate Services, LLC
	
	 /s/ Paul Street

	 Name:
	 	 Paul Street

	 Title:
	 	 Authorized Officer

	
	 /s/ William Thornton

	 Name:
	 	 William Thornton

	 Title:
	 	 Authorized Officer



 [Signature Page to the Indenture] 







 
			
	 SelectBuild Construction, Inc.

	
	 /s/ Peter Alexander

	 Name:
	 	 Peter Alexander

	 Title:
	 	 Authorized Officer

	
	 /s/ Paul Street

	 Name:
	 	 Paul Street

	 Title:
	 	 Authorized Officer




  
 -2- 








 
			
	TBSG, LLC
	Coleman Floor, LLC
	BMC Construction Services, LLC
	BMC Window & Door Southeast, LLC
	SBS Guilford, LLC
	Stock Building Supply Midwest, LLC
	
	 /s/ James F. Major, Jr.

	 Name:
	 	 James F. Major, Jr.

	 Title:
	 	 Authorized Officer

	
	 /s/ Paul Street

	 Name:
	 	 Paul Street

	 Title:
	 	 Authorized Officer

	
	Coleman Floor Southeast, LLC
	Stock Building Supply of Arkansas, LLC
	
	 by BMC East, LLC

	 as sole member of the listed entities

	
	 /s/ James F. Major, Jr.

	 Name:
	 	 James F. Major, Jr.

	 Title:
	 	 Authorized Officer



 [Signature Page to the Indenture] 







 
			
	WILMINGTON TRUST, NATIONAL ASSOCIATION,
	as Trustee and as Notes Collateral Agent
		
	 By:
	 	 /s/ Jane Schweiger

	 Name:
	 	 Jane Schweiger

	 Title
	 	 Vice President



 [Signature Page to the Indenture] 







 SCHEDULE I 

Guarantors 
  

	 	1.	BMC STOCK HOLDINGS, INC. 


	 	2.	BMC CONSTRUCTION SERVICES, LLC 


	 	3.	BMC CORPORATE SERVICES, LLC 


	 	4.	BMC WEST, LLC 


	 	5.	BMC WINDOW AND DOOR SOUTHEAST, LLC 


	 	6.	COLEMAN FLOOR SOUTHEAST, LLC 


	 	7.	COLEMAN FLOOR, LLC 


	 	8.	SBS GUILFORD, LLC 


	 	9.	SELECTBUILD CONSTRUCTION, INC. 


	 	10.	STOCK BUILDING SUPPLY MIDWEST, LLC 


	 	11.	STOCK BUILDING SUPPLY WEST (USA), INC. 


	 	12.	STOCK BUILDING SUPPLY OF ARKANSAS, LLC 


	 	13.	TBSG, LLC 








 EXHIBIT A 

[FORM OF FACE OF GLOBAL RESTRICTED NOTE] 

[Applicable Restricted Notes Legend] 

[Depository Legend, if applicable] 

[OID Legend, if applicable] 
  

			
	No. [            ]	  	Principal Amount $[        ] [as revised by the Schedule of Increases and Decreases in Global Note attached hereto]1
		
		  	CUSIP NO.                     

 BMC EAST, LLC 

5.50% Senior Secured Notes due 2024 

BMC East, LLC, a North Carolina limited liability company (“Issuer”), promises to pay to [Cede & Co.],2 or its registered assigns, the principal sum of          Dollars, [as revised by the Schedule of Increases and Decreases in Global Note attached
hereto],3 on October 1, 2024. 
 Interest Payment Dates: April 1 and October 1,
commencing on April 1, 2017 
 Record Dates: March 15 and September 15 

Additional provisions of this Note are set forth on the other side of this Note. 

 

	1 	Insert in Global Notes only. 


	2 	Insert in Global Notes only. 


	3 	Insert in Global Notes only. 


  
 A-1 








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

 

			
	BMC EAST, LLC
		
	By:	 	  

	Name:	 	
	Title:	 	



  
 A-2 








 TRUSTEE CERTIFICATE OF AUTHENTICATION 

This Note is one of the 5.50% Senior Secured Notes due 2024 referred to in the within-mentioned
Indenture. 
  

			
	WILMINGTON TRUST, NATIONAL ASSOCIATION,
	as Trustee
		
	By:	 	  

		 	Authorized Signatory


 Dated:
                     

  
 A-3 








 [FORM OF REVERSE SIDE OF NOTE] 

BMC EAST, LLC 
 5.50% Senior Secured
Notes due 2024 
 Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. 

 

	1.	Interest 

 The Issuer promises to pay interest on the principal amount of this Note at
5.50% per annum from September 15, 2016 until maturity. The Issuer will pay interest semi-annually in arrears every April 1 and October 1 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an
“Interest Payment Date”). Interest on the Notes shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided, that the first Interest Payment
Date shall be April 1, 2017. The Issuer shall pay interest on overdue principal at the rate specified herein, and it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy
Law) on overdue installments of interest (without regard to any applicable grace period) at the same rate to the extent lawful. Interest on the Notes will be computed on the basis of a 360-day year comprised
of twelve 30-day months. 
  

	2.	Method of Payment 

 By no later than 11:00 a.m. (New York City time) on the date on
which any principal of, premium, if any, or interest, on any Note is due and payable, the Issuer shall deposit with the Paying Agent a sum sufficient in immediately available funds to pay such principal, premium, interest when due. Interest on any
Note which is payable, and is timely 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 preceding March 15
and September 15 at the office or agency of the Issuer maintained for such purpose pursuant to Section 2.3 of the Indenture. The principal of (and premium, if any) and interest on the Notes shall be payable at the
office or agency of Paying Agent or Registrar designated by the Issuer maintained for such purpose (which shall initially be the office of the Trustee maintained for such purpose), or at such other office or agency of the Issuer as may be maintained
for such purpose pursuant to Section 2.3 of the Indenture; provided, however, that, at the option of the Paying Agent, 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 Notes Register or (ii) wire transfer to an account located in the United States maintained by the payee, subject to the last sentence of this paragraph. Payments in respect of Notes
represented by a Global Note (including principal, premium, if any, and interest) will be made by wire transfer of immediately available funds to the accounts specified by The Depository Trust Company or any successor depository. 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 will be made in accordance with the Notes
Register, or 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). If an Interest 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. 

 

	3.	Paying Agent and Registrar 

 The Issuer initially appoints Wilmington Trust, National
Association (the “Trustee”) as Registrar and Paying Agent for the Notes. The Issuer may change any Registrar or Paying Agent without prior notice to the Holders. The Issuer or any Guarantor may act as Paying Agent, Registrar or
transfer agent. 
  

	4.	Indenture 

 The Issuer issued the Notes under an Indenture dated as of September 15, 2016
(as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuer, the guarantors named therein, the Trustee and the Notes Collateral Agent. The terms of the Notes
include those stated in the 

  
 A-4 








 
Indenture. The Notes are subject to all terms and provisions of the Indenture, and Holders are referred to the Indenture for a statement of those terms. In the event of a conflict between the
terms of the Notes and the terms of the Indenture, the terms of the Indenture shall control. 
 The Notes are senior obligations of the
Issuer. The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited. This Note is one of the 5.50% Senior Secured Notes due 2024 referred to in the Indenture. The Notes include
(i) $350,000,000 principal amount of the Issuer’s 5.50% Senior Secured Notes due 2024 issued under the Indenture on September 15, 2016 (the “Initial Notes”) and (ii) if and when issued, additional Notes that may be
issued from time to time under the Indenture subsequent to September 15, 2016 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture. The Initial Notes and the Additional Notes shall be
considered collectively as a single class for all purposes of the Indenture; provided that the Additional Notes will not be issued with the same CUSIP as the existing Notes unless such Additional Notes are fungible with the existing Notes for
U.S. federal income tax purposes. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets, the incurrence of certain liens, the making of payments for consents, the entering
into of agreements that restrict distribution from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of
guarantees of the Notes by certain subsidiaries. 
  

	5.	Guarantees 

 To guarantee the due and punctual payment of the principal, premium, if any,
interest (including post-filing or post-petition interest in any proceeding under Bankruptcy Law) on the Notes and all other amounts payable by the Issuer under the
Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantor will unconditionally guarantee (and future guarantors,
jointly and severally with the Guarantor, will fully and unconditionally guarantee) such obligations on a senior basis pursuant to the terms of the Indenture. 
  

	6.	Redemption 

 (a)    At any time prior to October 1, 2019, the Issuer
may redeem the Notes in whole or in part, at its option, upon not less than 15 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, at a
redemption price (expressed as percentages of principal amount of the Notes to be redeemed) equal to 100.0% of the principal amount of Notes redeemed plus the relevant Applicable Premium as of, and accrued and unpaid interest, to but excluding the
date of redemption (the “Redemption Date”), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date. 

(b)    At any time and from time to time prior to October 1, 2019, the Issuer may on one or more occasions, upon not less
than 15 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 40.0% of the original aggregate principal amount of Notes issued
under this Indenture at a redemption price (expressed as percentages of principal amount of the Notes to be redeemed) equal to 105.50% of the aggregate principal amount thereof, plus accrued and unpaid interest, thereon, if any, to but excluding the
applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds received by the Parent Guarantor of one or
more Equity Offerings; provided that not less than 50% of the original aggregate principal amount of Notes initially issued under the Indenture remains outstanding immediately after the occurrence of each such redemption (excluding Notes held
by the Parent Guarantor or any of its Restricted Subsidiaries); provided further that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be
purchased in the manner described under Sections 5.1 through 5.6 of the Indenture. 

(c)    Except pursuant to clauses (a), (b) and (e) of this paragraph 6, the Notes will not be redeemable at the
Issuer’s option prior to October 1, 2019. 

  
 A-5 








 (d)    At any time and from time to time on or after October 1, 2019, the
Issuer may redeem the Notes, in whole or in part, upon not less than 15 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the
redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest thereon, to but excluding the applicable Redemption Date, subject to the right of
Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on October 1 of each of the
years indicated in the table below: 
  

					
	 Period
	  	Percentage	 
	 2019
	  	 	104.125	% 
	 2020
	  	 	102.750	% 
	 2021
	  	 	101.375	% 
	 2022 and thereafter
	  	 	100.000	% 

 (e)    At any time and from time to time to time during the 36 month period following the
Issue Date, the Issuer may, upon not less than 15 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 10.0% of the aggregate
principal amount of the Notes issued under this Indenture (including any Additional Notes) during each twelve-month period beginning on the Issue Date at a redemption price of 103.0% of the aggregate principal amount thereof, plus accrued and unpaid
interest, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date. 

(f)    Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control
Offer or Asset Disposition Offer, if Holders of not less than 90.0% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Issuer, or any third party making such tender offer
in lieu of the Issuer, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third party shall have the right upon not less than 15 nor more than 60 days’ prior notice, with a copy to the Trustee, to
each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 15 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price
offered to each other Holder in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to but not including, the date of such redemption. 

(g)    Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or
portions thereof called for redemption on the applicable Redemption Date. 
 (h)    Any redemption pursuant to this
paragraph 6 shall be made pursuant to the provisions of Sections 5.1 through 5.6 of the Indenture. 

Except as set forth in this paragraph 6, the Issuer is not required to make mandatory redemption or sinking fund payments with respect to
the Notes. 
  

	7.	Repurchase Provisions 

 If a Change of Control occurs, each Holder will have the right to
require the Issuer to repurchase from each Holder all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes at a purchase price in cash equal to 101.0% of the aggregate principal amount
thereof plus accrued and unpaid interest, to but excluding the date of purchase, 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. 
 Upon certain Asset Dispositions, the Issuer may be required to use the Excess Proceeds from such Asset
Dispositions to offer to purchase the maximum aggregate principal amount of Notes (that is $2,000 or an integral multiple of $1,000 in excess thereof) and, at the Issuer’s option, Pari Passu Indebtedness that may be purchased out of the Excess
Proceeds at an offer price in cash in an amount equal to 100.0% of the principal amount thereof, plus accrued and unpaid interest, to the date fixed for the closing of such offer, in accordance with the procedures set forth in
Section 3.5 and in Article V of the Indenture. 

  
 A-6 









	8.	Denominations; Transfer; Exchange 

 The Notes shall be issuable only in fully registered
form in minimum denominations of principal amount of $2,000 and any integral multiple of $1,000 in excess thereof. 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 a sum sufficient to cover any tax and fees required by law or permitted by the Indenture. The Registrar need not register the transfer of or exchange of any Note (A) for a period
beginning (1) 15 days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days before an Interest Payment Date and ending on such
Interest Payment Date or (B) called for redemption, except the unredeemed portion of any Note being redeemed in part. 
  

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

	11.	Discharge and Defeasance 

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

	12.	Amendment, Supplement, Waiver 

 Subject to certain exceptions contained in the Indenture,
the Note Documents may be amended, or a Default thereunder may be waived, with the consent of the Holders of a majority in aggregate principal amount of the outstanding Notes. Without notice to or the consent of any Holder, the Issuer, the
Guarantors, the Trustee and the Notes Collateral Agent, if applicable, may amend or supplement the Indenture and the Notes as provided in the Indenture. 
  

	13.	Defaults and Remedies 

 If an Event of Default (other than an Event of Default relating
to certain events of bankruptcy, insolvency or reorganization of the Issuer or certain Guarantors) occurs and is continuing, the Trustee by notice to the Issuer, or the Holders of at least 30.0% in aggregate principal amount of the outstanding Notes
by notice to the Issuer and the Trustee, may, and the Trustee (subject to the provisions of the Indenture) at the request of such Holders shall, declare the principal of and accrued and unpaid interest, and any other monetary obligations on all the
Notes to be due and payable immediately. Upon the effectiveness of such declaration, such principal, interest, and other monetary obligations will be due and payable immediately. If a bankruptcy, insolvency or reorganization of the Issuer or certain
Guarantors occurs and is continuing, the principal of and accrued and unpaid interest and any other monetary obligations 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. Under certain circumstances, the Holders of a majority in aggregate principal amount of the outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences. 

  
 A-7 









	14.	Trustee Dealings with the Issuer 

 Subject to certain limitations set forth in the
Indenture, the Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuer, Guarantors or their Affiliates with the same rights it would have if it were not Trustee. In addition,
the Trustee shall be permitted to engage in transactions with the Issuer; 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. 
  

	15.	No Recourse Against Others 

 No director, officer, employee, incorporator or shareholder
of the Issuer or any of its Subsidiaries or Affiliates, as such (other than the Issuer and the Guarantors), shall have any liability for any obligations of the Issuer or the Guarantors under the Notes, the Note Guarantees or the Indenture or for any
claim based on, in respect of, or by reason of such obligations or their creation. Each Holder by accepting a note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver
may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy. 
  

	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 Holder 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 and ISIN Numbers 

 The Issuer has caused CUSIP and ISIN numbers, if applicable, to
be printed on the Notes and has directed the Trustee to use CUSIP and ISIN numbers, if applicable, in notices of redemption or purchase as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on
the Notes or as contained in any notice of redemption or purchase 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 Issuer will furnish to any Holder upon written request and without charge to the Holder a copy of the
Indenture. Requests may be made to: 
 BMC Stock Holdings, Inc. 

Two Lakeside Commons, 980 

Hammond Drive NE, Suite 500 

Atlanta, Georgia 30328 

Attention: General Counsel 

  
 A-8 








 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 social security or tax I.D. No.) 

and irrevocably appoint
                         agent to transfer this Note on the books of the Issuer. 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 Exchange Act Rule 17Ad-15. 
 The
undersigned hereby certifies that it  ̈ is /  ̈ is not an Affiliate of the Issuer and that, to its knowledge, the proposed transferee  ̈ is /  ̈ is not an Affiliate of the Issuer. 
 In
connection with any transfer or exchange of any of the Notes evidenced by this certificate occurring prior to the date that is one year 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 Issuer or any Affiliate of the Issuer, 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 Issuer; 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 

  

	 	(6)         ̈	transferred pursuant to another available exemption from the registration requirements of the Securities Act of 1933, as amended. 


Unless one of the boxes is checked, the Trustee will 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) or (6) is checked, the Issuer may require, prior to registering any such transfer of the Notes, in its sole discretion, such legal opinions, certifications and other
information as the Issuer 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 of 1933, as amended, such as the
exemption provided by Rule 144 under such Act. 

  
 A-9 









					
		 		 	  

		 		 	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 Exchange Act Rule 17Ad-15. 

TO BE COMPLETED BY PURCHASER IF BOX (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 of 1933, 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 Issuer 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:



  
 A-10 








 [TO BE ATTACHED TO GLOBAL NOTES] 

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTES 

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-11 








 OPTION OF HOLDER TO ELECT PURCHASE 

If you elect to have this Note purchased by the Issuer pursuant to Section 3.5 or 3.9 of the Indenture, check either box: 

Section 3.5   ̈        Section 
3.9   ̈ 
 If you want to elect to have only part of this Note purchased by the
Issuer pursuant to Section 3.5 or 3.9 of the Indenture, state the amount in principal amount (must be in denominations of $2,000 or an integral multiple of $1,000 in excess thereof): $         and
specify the denomination or denominations (which shall not be less than the minimum authorized denomination) of the Notes to be issued to the Holder for the portion of the within Note not being repurchased (in the absence of any such specification,
one such Note will be issued for the portion not being repurchased):                     . 

 

									
	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 Exchange Act Rule 17Ad-15. 

  
 A-12 








 EXHIBIT B 

Form of Supplemental Indenture to Add Guarantors 

SUPPLEMENTAL INDENTURE, (this “Supplemental Indenture”) dated as of
[                    ], by and among the parties that are signatories hereto as Guarantors (the “Guaranteeing Subsidiary”), BMC
East, LLC, a North Carolina limited liability company (the “Issuer”), the other Guarantors (as defined in the Indenture referred to herein) and Wilmington Trust, National Association, a national banking association, as Trustee and
the Notes Collateral Agent under the Indenture referred to below. 
 W I T N E S S E
T H: 
 WHEREAS, each of the Issuer, the Guarantors, the Trustee and the Notes Collateral Agent have heretofore executed and
delivered an indenture dated as of September 15, 2016 (as amended, supplemented, waived or otherwise modified, the “Indenture”), providing for the issuance of an aggregate principal amount of $350.0 million of 5.50% Senior
Secured Notes due 2024 of the Issuer (the “Notes”); 
 WHEREAS, the Indenture provides that under certain circumstances the
Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee, on a joint and several basis with the other Guarantors, all of the Issuer’s
Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indentures’ (the “Guarantee”); and 

WHEREAS, pursuant to Section 9.1 of the Indenture, the Issuer, any Guarantor and the Trustee are authorized to
execute and deliver a supplemental indenture to add additional Guarantors, without the consent of any Holder; 
 NOW, THEREFORE, in
consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary, the Issuer, the other Guarantors 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 recitals hereto are used herein as therein defined. The words “herein,” “hereof”
and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof. 

ARTICLE II 
 AGREEMENT TO BE
BOUND; GUARANTEE 
 SECTION 2.1.    Agreement to be Bound. The Guaranteeing Subsidiary hereby becomes a
party to the Indenture as a Guarantor and as such will have all of the rights and be subject to all of the obligations and agreements of a Guarantor under the Indenture. 

SECTION 2.2.    Guarantee. The Guaranteeing Subsidiary agrees, on a joint and several basis with all the
existing Guarantors, to fully, unconditionally and irrevocably Guarantee to each Holder of the Notes and the Trustee the Guaranteed Obligations pursuant to Article X of the Indenture on a senior basis. 

  
 B-1 








 ARTICLE III 

MISCELLANEOUS 
 SECTION
3.1.    Notices. All notices and other communications to the Guarantor shall be given as provided in the Indenture to the Guarantor, at its address set forth below, with a copy to the Issuer as provided in the
Indenture for notices to the Issuer. 
 [INSERT ADDRESS] 

SECTION 3.2.    Merger, Amalgamation and Consolidation. The Guaranteeing Subsidiary shall not sell or
otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into another Person (other than the Issuer or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the
transaction) except in accordance with Section 4.1(h) of the Indenture. 
 SECTION 3.3.    Release of
Guarantee. This Guarantee shall be released in accordance with Section 10.2 of the Indenture. 
 SECTION
3.4.    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
3.5.    Governing Law. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York. 

SECTION 3.6.    Severability. 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 3.7.    Benefits Acknowledged. The Guaranteeing Subsidiary’s Guarantee is
subject to the terms and conditions set forth in the Indenture. The Guaranteeing Subsidiary acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture
and that the guarantee and waivers made by it pursuant to this Guarantee are knowingly made in contemplation of such benefits. 
 SECTION
3.8.    Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions
thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. 

SECTION 3.9.    The Trustee. The Trustee makes no representation or warranty as to the validity or sufficiency
of this Supplemental Indenture or with respect to the recitals contained herein, all of which recitals are made solely by the other parties hereto. 

SECTION 3.10.    Counterparts. The parties hereto may sign any number of copies of this Supplemental
Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective
execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be
their original signatures for all purposes. 
 SECTION 3.11.    Execution and Delivery. The Guaranteeing
Subsidiary agrees that the Guarantee shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of any such Guarantee. 

  
 B-2 








 SECTION 3.12.    Headings. The headings of the Articles and the
Sections in this Supplemental Indenture are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof. 

  
 B-3 








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

			
	BMC EAST, LLC,
	as Issuer
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	[SUBSIDIARY GUARANTOR],
	as a Guarantor
		
	By:	 	  

	Name:	 	
	Title:	 	


 [Signature Page to Supplemental Indenture] 







 
			
	 WILMINGTON TRUST, NATIONAL ASSOCIATION,

as Trustee and Notes Collateral Agent


		
	By:	 	  

	Name:	 	
	Title:	 	


 [Signature Page to Supplemental Indenture] 







 Exhibit C 
  

 
  

[FORM OF] 
 PARI PASSU
INTERCREDITOR AGREEMENT 
 dated as of
[                    ], 
 among 

BMC EAST, LLC, 
 the other
GRANTORS party hereto, 
 WILMINGTON TRUST, NATIONAL ASSOCIATION, 

in its capacity as the Collateral Agent and 

the Authorized Representative for the Indenture Secured Parties, 

[                     ], 

as the Initial Additional Authorized Representative, 

and 
 each ADDITIONAL AUTHORIZED
REPRESENTATIVE from time to time party hereto 
  
  

 

  
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 PARI PASSU INTERCREDITOR AGREEMENT dated as of
[                    ] (as amended, supplemented or otherwise modified from time to time, this “Agreement”), among BMC STOCK
HOLDINGS, INC., a Delaware corporation (the “Parent”), BMC EAST, LLC, a North Carolina limited liability company (the “Issuer”), the other GRANTORS (as defined below) party hereto, WILMINGTON TRUST, NATIONAL
ASSOCIATION, as collateral agent for the Secured Parties (as defined below) (in such capacity, the “Collateral Agent”) and as the Authorized Representative for the Indenture Secured Parties in its capacity as trustee under the
Indenture (as defined below) (in such capacity, the “Trustee”), [                     ], as the Authorized Representative for the
Initial Additional Secured Parties (in such capacity, the “Initial Additional Authorized Representative”) and each ADDITIONAL AUTHORIZED REPRESENTATIVE from time to time party hereto, as the Authorized Representative for any Secured
Parties of any other Class. 
 In consideration of the mutual agreements herein contained and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Collateral Agent, the Trustee, for itself and on behalf of its Related Secured Parties, the Initial Additional Authorized Representative, for itself and on behalf of its Related Secured
Parties, and each Additional Authorized Representative, for itself and on behalf of its Related Secured Parties, agree as follows: 

ARTICLE I 
 Definitions

 SECTION 1.01. Certain Defined Terms. Capitalized terms used but not otherwise defined herein have the
meanings assigned to such terms in the Indenture referred to below. As used in this Agreement, the following terms have the meanings specified below: 

“ABL/Bond Intercreditor Agreement” means the ABL-Notes Intercreditor Agreement, dated as of September [15], 2016, by
and among Wilmington Trust, National Association, the Issuer and the other Grantors from time to time party thereto and each additional Representative from time to time party thereto. 

“Additional Authorized Representative” has the meaning assigned to such term in Article VI. 

“Additional Authorized Representative Joinder Agreement” means a supplement to this Agreement substantially in the form of
Exhibit I, appropriately completed. 
 “Additional First Lien Documents” means the indentures, loan agreements, note
purchase agreements or other agreements under which Additional First Lien Obligations of any Class are issued or incurred and all other notes, instruments, agreements and other documents evidencing or governing Additional First Lien Obligations of
such Class or providing any guarantee, Lien or other right in respect thereof. 
 “Additional First Lien Obligations” means
all obligations of the Issuer and the other Grantors that shall have been designated as such pursuant to Article VI. 
 “Additional
Secured Parties” means the holders of any Additional First Lien Obligations. 
 “Agreement” has the meaning
assigned to such term in the preamble hereto. 
 “Applicable Authorized Representative” means
[                    ] until an Applicable Authorized Representative Change Event. Upon the occurrence of an Applicable Authorized
Representative Change Event, (i) in the event that a Larger Holder Event has occurred, the Authorized Representative of the largest Class of First Lien Obligations outstanding following such Larger Holder Event shall become the Applicable Authorized
Representative and (ii) in the event that a Non-Controlling Authorized Representative Enforcement Date has occurred, the Major Non-Controlling Authorized Representative shall become the Applicable Authorized Representative. 

  
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 “Applicable Authorized Representative Change Event” means, the occurrence of a
Larger Holder Event or a Non-Controlling Authorized Representative Enforcement Date. 
 “Authorized Representatives” means
the Trustee, the Initial Additional Authorized Representative and each Additional Authorized Representative. 
 “Bankruptcy
Case” has the meaning assigned to such term in Section 2.06. 
 “Bankruptcy Code” means Title 11 of the
United States Code as amended. 
 “Bankruptcy Law” means the Bankruptcy Code and any similar Federal, state or foreign law
for the relief of debtors. 
 “Business Day” means any day that is not a Saturday, Sunday or other day on which commercial
banks in New York City or in the city or cities in which the principal corporate trust offices of the Collateral Agent and the Trustee are located are authorized or required by law to remain closed. 

“Class”, when used in reference to (a) any First Lien Obligations, refers to whether such First Lien Obligations are the
Noteholder Claims, the Initial Additional First Lien Obligations or the Additional First Lien Obligations of any Series, (b) any Authorized Representative, refers to whether such Authorized Representative is the Trustee, the Initial Additional
Authorized Representative or the Additional Authorized Representative with respect to the Additional First Lien Obligations of any Series, (c) any Secured Parties, refers to whether such Secured Parties are the Indenture Secured Parties, the Initial
Additional Secured Parties or the Additional Secured Parties, and (d) any First Lien Credit Documents, refers to whether such First Lien Credit Documents are the Noteholder Documents, the Initial Additional First Lien Documents or the Additional
First Lien Documents with respect to Additional First Lien Obligations of any Series. 
 “Collateral” means all assets of
the Grantors now or hereafter subject to a Lien created pursuant to any First Lien Security Document to secure any First Lien Obligations. 

“Collateral Agent” has the meaning assigned to such term in the preamble hereto. 

“Controlling Secured Parties” means, at any time with respect to any Shared Collateral, the Secured Parties of the same Class
as the Authorized Representative that is the Applicable Authorized Representative with respect to such Shared Collateral at such time. 

“Default” means a “Default” (or a similar event, however denominated) as defined in any First Lien Credit Document.

 “DIP Financing” has the meaning assigned to such term in Section 2.06. 

“DIP Financing Liens” has the meaning assigned to such term in Section 2.06. 

“DIP Lenders” has the meaning assigned to such term in Section 2.06. 

“Discharge” means, with respect to any Shared Collateral and First Lien Obligations of any Class, the date on which First
Lien Obligations of such Class are no longer secured by Liens on such Shared Collateral. The term “Discharged” shall have a corresponding meaning. 

“Event of Default” means an “Event of Default” (or a similar event, however denominated) as defined in any First
Lien Credit Document. 

  
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 “First Lien Credit Documents” means, collectively, (a) the Noteholder
Documents, (b) the Initial Additional First Lien Documents and (c) the Additional First Lien Documents. 
 “First Lien
Obligations” means (a) all the Noteholder Claims, (b) all the Initial Additional First Lien Obligations and (c) all the Additional First Lien Obligations. 

“First Lien Security Documents” means the Security Documents (as defined in the Indenture) and each other agreement entered
into in favor of the Collateral Agent for the purpose of securing First Lien Obligations of any Class. 
 “Grantor Joinder
Agreement” means a supplement to this Agreement substantially in the form of Exhibit II, appropriately completed. 

“Grantors” means, at any time, the Issuer, the Parent and each of the Parent’s respective Subsidiaries that, at such
time, has granted a security interest in any of its assets pursuant to any Security Document to secure any First Lien Obligations of any Class. The Persons that are Grantors on the date hereof are set forth on Schedule I. 

“Impairment” has the meaning assigned to such term in Section 2.02. 

“Indenture” means the Indenture dated as of September [15], 2016 between the Issuer, the Trustee and the Guarantors party
thereto. 
 “Indenture Secured Parties” means the Persons holding Noteholder Claims, including the Collateral Agent and the
Trustee. 
 “Initial Additional Authorized Representative” has the meaning assigned to such term in the preamble hereto.

 “Initial Additional First Lien Documents” means that certain
[                    ] dated as of
[                    ], among the Issuer, [the guarantors identified therein] and
[                    ], and all other instruments, agreements and other documents evidencing or governing Initial Additional First Lien Obligations
or providing any guarantee, Lien or other right in respect thereof. 
 “Initial Additional First Lien Obligations” has the
meaning assigned to the term [                    ] in the Initial Additional First Lien Documents. 

“Initial Additional Secured Parties” means the holders of any Initial Additional First Lien Obligations. 

“Insolvency or Liquidation Proceeding” means: 

(a) any case commenced by or against any Grantor under any Bankruptcy Law, any other proceeding for the reorganization,
recapitalization or adjustment or marshalling of the assets or liabilities of any Grantor, any receivership or assignment for the benefit of creditors relating to any Grantor or any similar case or proceeding relative to any Grantor or its
creditors, as such, in each case whether or not voluntary; 
 (b) any liquidation, dissolution, marshalling of assets or
liabilities or other winding up of or relating to any Grantor, in each case whether or not voluntary and whether or not involving bankruptcy or insolvency; or 

(c) any other proceeding of any type or nature in which substantially all claims of creditors of any Grantor are determined and
any payment or distribution is or may be made on account of such claims. 

  
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 “Intervening Creditor” has the meaning assigned to such term in
Section 2.02. 
 “Intervening Lien” has the meaning assigned to such term in Section 2.02. 

“Issuer” has the meaning assigned to such term in the preamble hereto. 

“Larger Holder Event” means the point in time at which the Class of First Lien Obligations that was the largest Class of
First Lien Obligations outstanding immediately prior to such point in time ceases to be the largest class of First Lien Obligations then outstanding; it being understood that, for purposes of this definition, the size of each Class of First Lien
Obligations shall be determined as of any point in time by reference to the aggregate principal face amount of such First Lien Obligations or the aggregate accreted amount of such First Lien Obligations to the extent such First Lien Obligations were
issued or incurred at a discount, in each case, less any amounts of cash collateral held by the Authorized Representative of such Class on account of a distribution made pursuant to the proviso contained in Section 2.01(b)(3). 

“Major Non-Controlling Authorized Representative” means, with respect to any Shared Collateral, the Authorized Representative
of the same Class as the Class of the First Lien Obligations (other than the First Lien Obligations of the same Class as the Class of the Controlling Secured Parties with respect to such Shared Collateral) secured by valid and perfected Liens on
such Shared Collateral the aggregate amount of which exceeds the aggregate amount of First Lien Obligations of any other Class (other than the First Lien Obligations of the same Class as the Class of the Controlling Secured Parties with respect to
such Shared Collateral) secured by valid and perfected Liens on such Shared Collateral (determined based on the aggregate principal amount of First Lien Obligations then outstanding, taking into account the accretion of original issue discount with
respect to any First Lien Obligations issued at a discount). 
 “Non-Controlling Authorized Representative” means, at any
time with respect to any Shared Collateral, any Authorized Representative that is not the Applicable Authorized Representative at such time with respect to such Shared Collateral. 

“Non-Controlling Authorized Representative Enforcement Date” means, with respect to any Non-Controlling Authorized
Representative in respect of any Shared Collateral, the date that is 180 days (at the conclusion of which 180-day period such Non-Controlling Authorized Representative was the Major Non-Controlling Authorized Representative with respect to such
Shared Collateral) after the occurrence of both (a) an Event of Default (under and as defined in the Additional First Lien Document under which such Non-Controlling Authorized Representative is the Authorized Representative) and (b) the
Collateral Agent’s and each other Authorized Representative’s receipt of written notice from such Non-Controlling Authorized Representative certifying that (i) such Non-Controlling Authorized Representative is the Major
Non-Controlling Authorized Representative with respect to such Shared Collateral and that an Event of Default (under and as defined in the Additional First Lien Document under which such Non-Controlling Authorized Representative is the Authorized
Representative) has occurred and is continuing and (ii) the First Lien Obligations of the Class with respect to which such Non-Controlling Authorized Representative is the Authorized Representative are currently due and payable in full (whether as a
result of acceleration thereof or otherwise) in accordance with the terms of the Additional First Lien Documents of such Class; provided that the Non-Controlling Authorized Representative Enforcement Date shall be stayed and shall not occur
(and shall be deemed not to have occurred for all purposes hereof) with respect to any Shared Collateral (A) at any time the Applicable Authorized Representative has commenced and is diligently pursuing any enforcement action with respect to
such Shared Collateral (or the Applicable Authorized Representative shall have instructed the Collateral Agent to do the same) or (B) at any time the Grantor that has granted a security interest in such Shared Collateral is then a debtor under
or with respect to (or otherwise subject to) any Insolvency or Liquidation Proceeding. 
 “Non-Controlling Secured Parties”
means, at any time with respect to any Shared Collateral, the Secured Parties that are not Controlling Secured Parties at such time with respect to such Shared Collateral. 

  
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 “Noteholder Claims” shall mean all Obligations in respect of the Notes or
arising under the Noteholder Documents or any of them, including all fees and expenses of the Collateral Agent and the Trustee thereunder. 

“Noteholder Collateral” shall mean all of the assets of any Grantor, whether real, personal or mixed, with respect to which a
Lien is granted as security for any Noteholder Claim. 
 “Noteholder Collateral Agreement” shall mean the Collateral
Agreement dated as of September [15], 2016, between the Issuer, the other Grantors and the Collateral Agent entered into in connection with the Indenture. 

“Noteholder Collateral Documents” shall mean the Noteholder Collateral Agreement and any other document or instrument
pursuant to which a Lien is granted by any Grantor to secure any Noteholder Claims or under which rights or remedies with respect to any such Lien are governed. 

“Noteholder Documents” shall mean (a) the Indenture, the Notes and the Noteholder Collateral Documents and (b) any other
related document or instrument executed and delivered pursuant to any Noteholder Document described in clause (a) above evidencing or governing any Obligations thereunder. 

“Notes” shall mean any securities issued under the Indenture. 

“Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock
company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity. 

“Possessory Collateral” means any Shared Collateral in the possession of the Collateral Agent (or its agents or bailees), to
the extent that possession thereof perfects a Lien thereon under the Uniform Commercial Code of any jurisdiction. 

“Proceeds” has the meaning assigned to such term in Section 2.01(b). 

“Refinance” means, in respect of any Indebtedness, to refinance, extend, renew, refund, repay, prepay, purchase, redeem,
defease or retire, or to issue other Indebtedness in exchange or replacement for, such Indebtedness, in whole or in part. “Refinanced” and “Refinancing” shall have correlative meanings. 

“Related Secured Parties” means, with respect to the Authorized Representative of any Class, the Secured Parties of such
Class. 
 “Secured Parties” means (a) the Indenture Secured Parties, (b) the Initial Additional Secured Parties and
(c) the Additional Secured Parties. 
 “Series”, when used in reference to Additional First Lien Obligations, refers to
such Additional First Lien Obligations as shall have been issued or incurred pursuant to the same indentures or other agreements and with respect to which the same Person acts as the Authorized Representative. 

“Shared Collateral” means, at any time, Collateral on which the Collateral Agent shall have at such time a valid and
perfected Lien for the benefit of Secured Parties of any two or more Classes. If First Lien Obligations of more than two Classes are outstanding at any time, then any Collateral shall constitute Shared Collateral with respect to First Lien
Obligations or Secured Parties of any Class only if the Collateral Agent has at such time a valid and perfected Lien on such Collateral securing First Lien Obligations of such Class for the benefit of the Secured Parties of such Class. 

“Trustee” has the meaning assigned to such term in the preamble hereto. 

  
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 “Uniform Commercial Code” means the Uniform Commercial Code as in effect from
time to time in the applicable jurisdiction. 
 SECTION 1.02. Terms Generally. The definitions of terms herein shall apply
equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and
“including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires
otherwise, (a) any definition of or reference to any agreement, instrument, other document, statute or regulation herein shall be construed as referring to such agreement, instrument, other document, statute or regulation as from time to time
amended, supplemented or otherwise modified, (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, but shall not be deemed to include the subsidiaries of such Person unless express
reference is made to such subsidiaries, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular
provision hereof, (d) all references herein to Articles, Sections and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits to, this Agreement and (e) the words “asset” and “property” shall be
construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. 

SECTION 1.03. Concerning the Collateral Agent and the Authorized Representatives. (a) Each acknowledgement, agreement,
consent and waiver (whether express or implied) in this Agreement made by the Collateral Agent and the Trustee, whether on behalf of itself or, in the case of the Trustee, on behalf of any other Indenture Secured Party, is made in reliance on the
authority granted to the Collateral Agent and the Trustee pursuant to the authorization thereof under the Indenture. It is understood and agreed that the Collateral Agent and the Trustee shall not be responsible for or have any duty to monitor,
ascertain or inquire into whether any other Indenture Secured Party is in compliance with the terms of this Agreement, and no party hereto or any other Secured Party shall have any right of action whatsoever against the Collateral Agent or the
Trustee for any failure of any other Indenture Secured Party to comply with the terms hereof or for any other Indenture Secured Party taking any action contrary to the terms hereof. 

(b) Each acknowledgement, agreement, consent and waiver (whether express or implied) in this Agreement made by the Authorized
Representative of any Class not referred to in paragraph (a) above, whether on behalf of itself or any of its Related Secured Parties, is made in reliance on the authority granted to such Authorized Representative pursuant to the authorization
thereof under the First Lien Credit Documents of such Class. It is understood and agreed that any such Authorized Representative shall not be responsible for or have any duty to ascertain or inquire into whether any of its Related Secured
Parties is in compliance with the terms of this Agreement, and no party hereto or any other Secured Party shall have any right of action whatsoever against such Authorized Representative for any failure of any of its Related Secured Parties to
comply with the terms hereof or for any of its Related Secured Parties taking any action contrary to the terms hereof. 
 ARTICLE II

 Priorities and Agreements with Respect to Shared Collateral 

SECTION 2.01. Equal Priority. (a) Notwithstanding the date, time, method, manner or order of grant, attachment or
perfection of any Lien on any Shared Collateral securing First Lien Obligations of any Class, and notwithstanding any provision of the Uniform Commercial Code of any jurisdiction, any other applicable law or any First Lien Credit Document, or any
other circumstance whatsoever (but, in each case, subject to Section 2.02), each Authorized Representative, for itself and on behalf of its Related Secured Parties, agrees that valid and perfected Liens on any Shared Collateral securing First Lien
Obligations of any Class shall be of equal priority with valid and perfected Liens on such Shared Collateral securing First Lien Obligations of any other Class. 

  
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 (b) Each Authorized Representative, for itself and on behalf of its Related Secured Parties,
agrees that, notwithstanding any provision of any First Lien Credit Document to the contrary (but subject to Section 2.02), if (i) an Event of Default shall have occurred and is continuing and such Authorized Representative or any of its Related
Secured Parties is taking action to enforce rights or exercise remedies in respect of any Shared Collateral, (ii) any distribution is made in respect of any Shared Collateral in any Insolvency or Liquidation Proceeding or (iii) such Authorized
Representative or any of its Related Secured Parties receives any payment with respect to any Shared Collateral pursuant to any intercreditor agreement (other than this Agreement), then the proceeds of any sale, collection or other liquidation of
any Shared Collateral obtained by such Authorized Representative or any of its Related Secured Parties on account of such enforcement of rights or exercise of remedies, and any such distributions or payments received by such Authorized
Representative or any of its Related Secured Parties (all such proceeds, distributions and payments being collectively referred to as “Proceeds”), shall, subject to the ABL/Bond Intercreditor Agreement, be applied as follows: 

(1) FIRST, to the payment of all amounts owing to the Collateral Agent (in its capacity as such) pursuant to the terms of the
Security Documents and the Indenture, including all costs and expenses incurred by the Collateral Agent in connection with such sale, collection or other liquidation, or such other enforcement of rights or exercise of remedies (including all court
costs and the fees and expenses of their agents and legal counsel), the repayment of all advances made by the Collateral Agent, any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or thereunder, and
all other fees, indemnities and other amounts owing or reimbursable to the Collateral Agent under any First Lien Credit Document in its capacity as such; 

(2) SECOND, to the payment of all amounts owing to Authorized Representatives (in their capacity as such); 

(3) THIRD, to the payment in full of the First Lien Obligations of each Class secured by a valid and perfected Lien on such
Shared Collateral at the time due and payable (the amounts so applied to be distributed ratably in accordance with the amounts of the outstanding First Lien Obligations of each such Class on the date of such application); provided that
amounts applied under this clause THIRD during any period when the First Lien Obligations of any such Class shall not be due and payable in full shall be allocated to the First Lien Obligations of such Class as if such First Lien Obligations were at
the time due and payable in full, and any amounts allocated to the payment of the First Lien Obligations of such Class that are not yet due and payable shall be transferred to, and held by, the Authorized Representative of such Class solely as
collateral for the First Lien Obligations of such Class (and shall not constitute Shared Collateral for purposes hereof) until the date on which the First Lien Obligations of such Class shall have become due and payable in full (at which time such
amounts shall be applied to the payment thereof); and 
 (4) FOURTH, after payment in full of all the First Lien Obligations,
to the Issuer and the other Grantors or their successors or assigns, as their interests may appear, or as a court of competent jurisdiction may direct. 

(c) It is acknowledged that the First Lien Obligations of any Class may, subject to the limitations set forth in the First Lien Credit
Documents, be increased, extended, renewed, replaced, restated, supplemented, restructured, repaid, refunded, Refinanced or otherwise amended or modified from time to time, all without affecting the priorities set forth in Section 2.01(a) or
the provisions of this Agreement defining the relative rights of the Secured Parties of any Class. 
 SECTION
2.02. Impairments. It is the intention of the parties hereto that the Secured Parties of each Class (and not the Secured Parties of any other Class) bear the risk of (a) any determination by a court of competent jurisdiction
that (i) any First Lien Obligations of such Class are unenforceable under applicable law or are subordinated to any other obligations (other than to any First Lien Obligations of any other Class), (ii) any First Lien Obligations of such Class
do not have a valid and perfected Lien on any of the Collateral securing any First Lien Obligations of any other Class and/or (iii) any Person (other than any Authorized Representative or any Secured Party) has a Lien on any Shared Collateral
that is senior in 

  
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priority to the Lien on such Shared Collateral securing First Lien Obligations of such Class, but junior to the Lien on such Shared Collateral securing any First Lien Obligations of any other
Class (any such Lien being referred to as an “Intervening Lien”, and any such Person being referred to as an “Intervening Creditor”), or (b) the existence of any Collateral securing First Lien Obligations of
any other Class that does not constitute Shared Collateral with respect to First Lien Obligations of such Class (any condition referred to in clause (a) or (b) with respect to First Lien Obligations of such Class being referred to as an
“Impairment” of such Class). In the event an Impairment exists with respect to First Lien Obligations of any Class, the results of such Impairment shall be borne solely by the Secured Parties of such Class, and the rights of
the Secured Parties of such Class (including the right to receive distributions in respect of First Lien Obligations of such Class pursuant to Section 2.01(b)) set forth herein shall be modified to the extent necessary so that the results of
such Impairment are borne solely by the Secured Parties of such Class. In furtherance of the foregoing, in the event First Lien Obligations of any Class shall be subject to an Impairment in the form of an Intervening Lien of any Intervening
Creditor, the value of any Shared Collateral or Proceeds that are allocated to such Intervening Creditor shall be deducted solely from the Shared Collateral or Proceeds to be distributed in respect of First Lien Obligations of such Class. In
addition, in the event the First Lien Obligations of any Class are modified pursuant to applicable law (including pursuant to Section 1129 of the Bankruptcy Code), any reference to the First Lien Obligations of such Class or the First Lien
Documents of such Class shall refer to such obligations or such documents as so modified. 
 SECTION 2.03. Actions with Respect to
Shared Collateral; Prohibition on Certain Contests. (a) Notwithstanding anything to the contrary in the First Lien Credit Documents (other than this Agreement), (i) only the Collateral Agent shall, and shall have the right to,
exercise, or refrain from exercising, any rights, remedies and powers with respect to the Shared Collateral, including any action to enforce its security interest in or realize upon any Shared Collateral and any right, remedy or power with respect
to any Shared Collateral under any intercreditor agreement (other than this Agreement), and then only on the instructions of the Applicable Authorized Representative, (ii) the Collateral Agent shall not be required to, and shall not, follow any
instructions or directions with respect to Shared Collateral (including with respect to any intercreditor agreement with respect to any Shared Collateral) from any Non-Controlling Authorized Representative (or any other Secured Party, other than the
Applicable Authorized Representative), it being understood and agreed that, notwithstanding any such instruction or direction by the Applicable Authorized Representative, the Collateral Agent shall not be required to take any action that, in its
opinion, could expose the Collateral Agent to liability or be contrary to any First Lien Security Document or applicable law, and (iii) no Non-Controlling Authorized Representative or any other Secured Party (other than the Applicable Authorized
Representative) shall, or shall instruct the Collateral Agent to, commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any
action to take possession of, take any other action to enforce its security interest in or realize upon, or exercise any other right, remedy or power with respect to (including any right, remedy or power under any intercreditor agreement other than
this Agreement) any Shared Collateral, whether under any First Lien Credit Document, applicable law or otherwise, it being agreed that only the Collateral Agent, acting on the instructions of the Applicable Authorized Representative and in
accordance with the applicable First Lien Security Documents, shall be entitled to take any such actions or exercise any such rights, remedies and powers with respect to Shared Collateral. Notwithstanding the equal priority of the Liens
established under Section 2.01(a), the Collateral Agent (acting on the instructions of the Applicable Authorized Representative) may deal with the Shared Collateral as if the Collateral Agent had a senior Lien on such Collateral. No
Non-Controlling Authorized Representative or Non-Controlling Secured Party will contest, protest or object to any foreclosure proceeding or action brought by the Collateral Agent, the Applicable Authorized Representative or any Controlling Secured
Party, or any other exercise by the Collateral Agent (acting on the instructions of the Applicable Authorized Representative), the Applicable Authorized Representative or any Controlling Secured Party of any rights, remedies or powers with respect
to the Shared Collateral, or seek to cause the Collateral Agent to do so. Nothing in this paragraph shall be construed to limit the rights and priorities of the Collateral Agent, any Authorized Representative or any other Secured Party with
respect to any Collateral not constituting Shared Collateral. 

  
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 (b) The Collateral Agent and each of the Authorized Representatives agrees that it will not
accept any Lien on any asset of any Grantor securing First Lien Obligations of any Class for the benefit of any Secured Party of such Class other than pursuant to the First Lien Security Documents, other than (i) any funds deposited for the
discharge or defeasance of First Lien Obligations of any Class and (ii) any rights of set-off created under the First Lien Credit Documents of any Class. 

(c) Each of the Authorized Representatives agrees, for itself and on behalf of its Related Secured Parties, that neither such Authorized
Representative nor its Related Secured Parties will (and each hereby waives any right to) challenge or contest or support any other Person in challenging or contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), (i) the
validity, attachment, creation, perfection, priority or enforceability of a Lien held by or on behalf of the Collateral Agent or any other Authorized Representative or any of its Related Secured Parties in all or any part of the Collateral, (ii) the
validity, enforceability or effectiveness of any First Lien Obligation of any Class or any First Lien Security Document of any Class or (iii) the validity, enforceability or effectiveness of the priorities, rights or duties established by, or other
provisions of, this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of the Collateral Agent, any Authorized Representative or any of its Related Secured Parties to enforce this Agreement.

 SECTION 2.04. No Interference; Payment Over. (a) Each of the Authorized Representatives, for itself and on behalf
of its Related Secured Parties, agrees that (i) neither such Authorized Representative nor its Related Secured Parties will (and each hereby waives any right to) take or cause to be taken any action the purpose of which is, or could reasonably
be expected to be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Collateral Agent, (ii) except as provided in
Section 2.03, neither such Authorized Representative nor its Related Secured Parties shall have any right (A) to direct the Collateral Agent or any other Secured Party to exercise any right, remedy or power with respect to any Shared
Collateral (including pursuant to any intercreditor agreement) or (B) to consent to the exercise by the Collateral Agent or any other Secured Party of any right, remedy or power with respect to any Shared Collateral, (iii) neither such
Authorized Representative nor its Related Secured Parties will (and each hereby waives any right to) institute any suit or proceeding, or assert in any suit or proceeding any claim, against the Collateral Agent or any other Secured Party seeking
damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Collateral Agent, any Applicable Authorized Representative or any other Secured Party shall be liable for
any action taken or omitted to be taken by the Collateral Agent, such Applicable Authorized Representative or such other Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement and the ABL/Bond
Intercreditor Agreement, and (iv) neither such Authorized Representative nor its Related Secured Parties will (and each hereby waives any right to) seek to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other
disposition of such Shared Collateral; provided that nothing in this Agreement shall be construed to prevent or impair the rights of the Collateral Agent or any Authorized Representative or any of its Related Secured Parties to enforce this
Agreement. 
 (b) Each Authorized Representative, on behalf of itself and its Related Secured Parties, agrees that if such Authorized
Representative or any of its Related Secured Parties shall at any time obtain possession of any Shared Collateral or receive any Proceeds (other than as a result of any application of Proceeds pursuant to Section 2.01(b)) at any time prior to the
Discharge of First Lien Obligations of each other Class, (i) such Authorized Representative or its Related Secured Party, as the case may be, shall promptly inform each Authorized Representative thereof, (ii) such Authorized Representative or its
Related Secured Party shall hold such Shared Collateral or Proceeds in trust for the benefit of the Secured Parties of any Class entitled thereto pursuant to Section 2.01(b) and (iii) such Authorized Representative or its Related Secured Party
shall promptly transfer such Shared Collateral or Proceeds to the Collateral Agent, for distribution in accordance with Section 2.01(b). 

SECTION 2.05. Automatic Release of Liens; Amendments to First Lien Security Documents and under the ABL/Bond Intercreditor
Agreement. (a) Notwithstanding anything to the contrary in the First Lien Credit Documents or First Lien Security Documents (but subject to the provisions of Section 11.03 of the Indenture in the case of the release of a material
portion of the “Collateral” (as defined in the Indenture) from the Liens of the Security Documents), if at any time the Collateral Agent forecloses upon or otherwise exercises rights, remedies and powers against any Shared Collateral
resulting in a disposition 

  
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thereof, then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens on such Shared Collateral in favor of the Collateral Agent, for the benefit of the Secured
Parties of all Classes, will automatically be released and discharged; provided that any Proceeds realized therefrom shall be applied pursuant to Section 2.01(b). 

(b) Each of the Authorized Representatives, for itself and on behalf of its Related Secured Parties, acknowledges and agrees that (i) the
Collateral Agent may enter into any amendment or other modification to any First Lien Security Document or the ABL/Bond Intercreditor Agreement so long as the Collateral Agent receives a certificate of the Issuer stating that such amendment or other
modification is permitted by the terms of the First Lien Credit Documents of each Class and the ABL/Bond Intercreditor Agreement and (ii) the Collateral Agent may enter into any amendment or other modification to any First Lien Security Document
solely as such First Lien Security Document relates to First Lien Obligations of a particular Class so long as (A) such amendment or modification is in accordance with the First Lien Credit Documents of such Class and (B) such amendment or
modification does not adversely affect the interests of the Secured Parties of any other Class. 
 (c) Each Authorized Representative
agrees to execute and deliver (at the sole cost and expense of the Grantors) all such consents, confirmations, authorizations and other instruments as shall reasonably be requested by the Collateral Agent to evidence and confirm any release of
Shared Collateral or amendment or modification to any First Lien Security Document or to the ABL/Bond Intercreditor Agreement provided for in this Section. 

(d) At the direction of holders representing a majority of the aggregate principal amount of First Lien Obligations then outstanding (as
determined in accordance with the principles set forth in the definition of “Larger Holder Event”), the Collateral Agent shall be authorized to consent to any amendment to the ABL Credit Agreement (or any security document entered into in
connection therewith) with respect to which the ABL/Bond Intercreditor Agreement requires the consent of the Collateral Agent. 
 SECTION
2.06. Certain Agreements with Respect to Bankruptcy and Insolvency Proceedings. (a) The Authorized Representative of each Class, for itself and on behalf of its Related Secured Parties, agrees that, if any Issuer or any other
Grantor shall become subject to a case (a “Bankruptcy Case”) under the Bankruptcy Code and shall, as debtor-in-possession, move for approval of financing (“DIP Financing”) to be provided by one or more lenders (the
“DIP Lenders”) under Section 364 of the Bankruptcy Code or any equivalent provision of any other Bankruptcy Law or the use of cash collateral under Section 363 of the Bankruptcy Code or any equivalent provision of any other
Bankruptcy Law, neither such Authorized Representative nor its Related Secured Parties will raise any objection to any such financing or to the Liens on the Shared Collateral securing any such financing (“DIP Financing Liens”) or to
any use of cash collateral that constitutes Shared Collateral, in each case unless the Applicable Authorized Representative shall then oppose or object to such DIP Financing or such DIP Financing Liens or such use of cash collateral (and (i) to
the extent that such DIP Financing Liens are senior to the Liens on any such Shared Collateral for the benefit of the Controlling Secured Parties, each Non-Controlling Secured Party will subordinate its Liens with respect to such Shared Collateral
on the same terms as the Liens of the Controlling Secured Parties (other than any Liens of any Controlling Secured Parties constituting DIP Financing Liens) are subordinated thereto, and (ii) to the extent that such DIP Financing Liens rank
pari passu with the Liens on any such Shared Collateral granted to secure the First Lien Obligations of the Controlling Secured Parties, each Non-Controlling Secured Party will confirm the priorities with respect to such Shared
Collateral as set forth herein), in each case so long as (A) the Secured Parties of such Class retain the benefit of their Liens on all such Shared Collateral subject to the DIP Financing Liens, including proceeds thereof arising after the
commencement of the Bankruptcy Case, with such Liens having the same priority with respect to Liens of the Secured Parties of any other Class (other than any Liens of the Secured Parties of such other Class constituting DIP Financing Liens) as
existed prior to the commencement of the Bankruptcy Case, (B) the Secured Parties of such Class are granted Liens on any additional collateral provided to the Secured Parties of any other Class as adequate protection or otherwise in connection
with such DIP Financing or use of cash collateral, with such Liens having the same priority with respect to Liens of the Secured Parties of any other Class (other than any Liens of the Secured Parties of such other Class constituting DIP Financing
Liens) as existed prior to the commencement of the Bankruptcy Case, (C) if any 

  
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amount of such DIP Financing or cash collateral is applied to repay any First Lien Obligations, such amount is applied in accordance with Section 2.01(b), and (D) if the Secured Parties
of any Class are granted adequate protection, including in the form of periodic payments, in connection with such DIP Financing or use of cash collateral, the proceeds of such adequate protection are applied in accordance with Section 2.01(b);
provided that the Secured Parties of each Class shall have a right to object to the grant, as security for the DIP Financing, of a Lien on any Collateral subject to Liens in favor of the Secured Parties of such Class or its Authorized
Representative that shall not constitute Shared Collateral; and provided further that any Secured Party receiving adequate protection granted in connection with the DIP Financing or such use of cash collateral shall not object to any
other Secured Party receiving adequate protection comparable to any such adequate protection granted to such Secured Party. 
 SECTION
2.07. Reinstatement. If, in any Insolvency or Liquidation Proceeding or otherwise, all or part of any payment with respect to the First Lien Obligations of any Class previously made shall be rescinded for any reason whatsoever (including
an order or judgment for disgorgement of a preference under the Bankruptcy Code, or any similar law), then the terms and conditions of Article II shall be fully applicable thereto until all the First Lien Obligations of such Class shall again
have been paid in full in cash. 
 SECTION 2.08. Insurance and Condemnation Awards. As between the Secured Parties, the
Collateral Agent, acting at the direction of the Applicable Authorized Representative, shall have the exclusive right, subject to the rights of the Grantors under the First Lien Security Documents, to settle and adjust claims in respect of Shared
Collateral under policies of insurance covering or constituting Shared Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Shared Collateral; provided
that any Proceeds arising therefrom shall be subject to Section 2.01(b). 
 SECTION 2.09. Refinancings. The First Lien
Obligations of any Class may be Refinanced, in whole or in part, in each case, without notice to, or the consent of, any Secured Party of any other Class, all without affecting the priorities provided for herein or the other provisions hereof;
provided that nothing in this Section shall affect any limitation on any such Refinancing that is set forth in the First Lien Credit Documents of any such other Class; and provided further that, if any obligations of the
Grantors in respect of such Refinancing Indebtedness shall be secured by Liens on any Shared Collateral, then such obligations and the holders thereof shall be subject to and bound by the provisions of this Agreement and the Authorized
Representative of the holders of any such Refinancing Indebtedness shall have executed an Additional Authorized Representative Joinder Agreement. 

SECTION 2.10. Possessory Collateral Agent as Gratuitous Bailee for Perfection. (a) The Collateral Agent agrees to hold
any Shared Collateral constituting Possessory Collateral that is part of the Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee for the benefit of each other Secured Party and any
assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case subject to the terms and conditions of this Section. Pending
delivery to the Collateral Agent, each Authorized Representative agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee for the benefit of each other Secured Party and any
assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section. 

(b) The duties or responsibilities of the Collateral Agent and each Authorized Representative under this Section shall be limited
solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee for the benefit of each other Secured Party for purposes of perfecting the Lien held by such Secured Parties therein. 

  
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 ARTICLE III 

Determinations with Respect to Obligations and Liens 

Whenever, in connection with the exercise of its rights or the performance of its obligations hereunder, the Collateral Agent or the
Authorized Representative of any Class shall be required to determine the existence or amount of any First Lien Obligations of any Class, or the Shared Collateral subject to any Lien securing the First Lien Obligations of any Class (and whether such
Lien constitutes a valid and perfected Lien), it may request that such information be furnished to it in writing by the Authorized Representative of such Class and shall be entitled to make such determination on the basis of the information so
furnished; provided that if, notwithstanding such request, the Authorized Representative of the applicable Class shall fail or refuse reasonably promptly to provide the requested information, the requesting Collateral Agent or Authorized
Representative shall be entitled to make any such determination by such method as it may, in the exercise of its good faith judgment, determine, including by reliance upon an Officers’ Certificate. The Collateral Agent and each Authorized
Representative may rely conclusively, and shall be fully protected in so relying, on any determination made by it in accordance with the provisions of the preceding sentence (or as otherwise directed by a court of competent jurisdiction) and shall
have no liability to any Grantor, any Secured Party or any other Person as a result of such determination or any action or not taken pursuant thereto. 

ARTICLE IV 
 Concerning
the Collateral Agent 
 SECTION 4.01. Appointment and Authority. (a) Each of the Authorized Representatives, for
itself and on behalf of its Related Secured Parties, hereby irrevocably appoints Wilmington Trust, National Association to act as the Collateral Agent hereunder and under each of the First Lien Security Documents, and authorizes the Collateral Agent
to take such actions and to exercise such powers as are delegated to the Collateral Agent by the terms hereof or thereof, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Grantor to secure any
of the First Lien Obligations, together with such actions and powers as are reasonably incidental thereto. In addition, to the extent required under the laws of any jurisdiction other than the United States, each of the Authorized
Representatives, for itself and on behalf of its Related Secured Parties, hereby grants to the Collateral Agent any required powers of attorney to execute any First Lien Security Document governed by the laws of such jurisdiction on such Secured
Party’s behalf. Without limiting the generality of the foregoing, the Collateral Agent is hereby expressly authorized to execute any and all documents (including releases) with respect to the Shared Collateral, and the rights of the
Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the First Lien Security Documents. 

(b) Each of the Authorized Representatives, for itself and on behalf of its Related Secured Parties, acknowledges and agrees that the
Collateral Agent shall be entitled, for the benefit of the Secured Parties, to sell, transfer or otherwise dispose of or deal with any Shared Collateral as provided herein and in the First Lien Security Documents, without regard to any rights,
remedies or powers to which the Non-Controlling Secured Parties would otherwise be entitled to as a result of their holding First Lien Obligations. Without limiting the foregoing, each of the Authorized Representatives, for itself and on behalf
of its Related Secured Parties, agrees that none of the Collateral Agent, the Applicable Authorized Representative or any other Secured Party shall have any duty or obligation first to marshal or realize upon any type of Shared Collateral (or any
other Collateral securing any of the First Lien Obligations), or to sell, dispose of or otherwise liquidate all or any portion of such Shared Collateral (or any other Collateral securing any First Lien Obligations), in any manner that would maximize
the return to the Non-Controlling Secured Parties, notwithstanding that the order and timing of any such realization, sale, disposition or liquidation may affect the amount of proceeds actually received by the Non-Controlling Secured Parties from
such realization, sale, disposition or liquidation. Each of the Authorized Representatives, for itself and on behalf of its Related Secured Parties, waives any claim they may now or hereafter have against the Collateral Agent or the Authorized
Representative or any Secured Party of any other Class arising out of (i) any actions that the Collateral Agent or any such Authorized Representative or Secured Party takes or omits to take (including actions with respect to the creation,
perfection or continuation of Liens on any Collateral, actions with respect to the foreclosure upon, sale or other disposition, release or depreciation of, or failure to realize upon, any of the Collateral and actions with respect to the collection
of any claim for all or any part of the First Lien Obligations from any account debtor, guarantor or any other party) in accordance with 

  
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the First Lien Security Documents or any other agreement related thereto or to the collection of the First Lien Obligations or the valuation, use, protection or release of any security for the
First Lien Obligations, (ii) any election by any Applicable Authorized Representative or Secured Parties, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b) of the Bankruptcy Code or (iii) subject to
Section 2.06, any borrowing by, or grant of a security interest or administrative expense priority under Section 364 of the Bankruptcy Code or any equivalent provision of any other Bankruptcy Law by, the Issuer or any of its respective
Subsidiaries, as debtor-in-possession. Notwithstanding any other provision of this Agreement, the Collateral Agent shall not accept any Shared Collateral in full or partial satisfaction of any First Lien Obligations pursuant to
Section 9-620 of the Uniform Commercial Code of any jurisdiction without the consent of each Authorized Representative representing Secured Parties for whom such Collateral constitutes Shared Collateral. 

(c) Each of the Authorized Representatives, for itself and on behalf of its Related Secured Parties, acknowledges and agrees that, upon
any other obligations being designated hereunder as Additional First Lien Obligations or any other Person becoming an Additional Authorized Representative or any other Persons becoming Additional Secured Parties, the Collateral Agent will continue
to act in its capacity as Collateral Agent in respect of the then existing Authorized Representatives and Secured Parties and such Additional Authorized Representative and Additional Secured Parties. 

SECTION 4.02. Rights as a Secured Party. (a) The Person serving as the Collateral Agent hereunder shall have the same
rights, protections and powers in its capacity as a Secured Party of any Class as any other Secured Party of such Class under any First Lien Credit Documents and may exercise the same as though it were not the Collateral Agent and the term
“Secured Party”, “Secured Parties”, “Indenture Secured Party”, “Indenture Secured Parties”, “Additional Secured Party” or “Additional Secured Parties”, as applicable, shall, unless
otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Collateral Agent hereunder in its individual capacity. The Person serving as the Collateral Agent and its Affiliates may accept deposits
from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Issuer or any of its respective Subsidiary or other Affiliate thereof as if such Person were not the
Collateral Agent hereunder and without any duty to account therefor to any other Secured Party. 
 SECTION 4.03. Exculpatory
Provisions. The Collateral Agent shall not have any duties or obligations except those expressly set forth herein and in the other First Lien Security Documents. Without limiting the generality of the foregoing, the Collateral Agent: 

(i) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default
has occurred and is continuing; 
 (ii) shall not have any duty to take any discretionary action or exercise any
discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the First Lien Security Documents that the Collateral Agent is required to exercise as directed in writing by the Applicable Authorized Representative;
provided that the Collateral Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Collateral Agent to liability or that is contrary to any First Lien Security Document or applicable
law; 
 (iii) shall not, except as expressly set forth in this Agreement and in the First Lien Security Documents, have
any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Issuer or any of its respective Subsidiaries or any of their respective Affiliates that is communicated to or obtained by the Person serving
as the Collateral Agent or any of its Affiliates in any capacity; 
 (iv) shall not be liable for any action taken or
not taken by it (A) with the consent or at the request of the Applicable Authorized Representative or (B) in the absence of its own gross negligence or willful misconduct or (C) in reliance on an Officers’ Certificate stating that
such action is permitted by the terms of this Agreement; 

  
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 (v) shall be deemed not to have knowledge of any Default or Event of Default
under any First Lien Credit Documents of any Class unless and until notice describing such Default or Event Default is given to the Collateral Agent by the Authorized Representative of such Class or the Issuer in accordance with the applicable First
Lien Credit Document; and 
 (vi) shall not be responsible for or have any duty to ascertain or inquire into
(A) any statement, warranty or representation made in or in connection with this Agreement or any First Lien Security Document, (B) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection
herewith or therewith, (C) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default or Event of Default, (D) the validity, enforceability,
effectiveness or genuineness of this Agreement, any First Lien Security Document or any other agreement, instrument or document, or the validity, attachment, creation, perfection, priority or enforceability of any Lien purported to be created by the
First Lien Security Documents, (E) the value or the sufficiency of any Collateral for First Lien Obligations of any Class or (F) the satisfaction of any condition set forth in any First Lien Credit Document, other than to confirm receipt
of items expressly required to be delivered to the Collateral Agent. 
 SECTION 4.04. Reliance by Collateral Agent. The
Collateral Agent shall be entitled to rely, and shall not incur any liability for relying, upon any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet
website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Collateral Agent also shall be entitled to rely, and shall not incur any liability for
relying, upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person. The Collateral Agent may consult with legal counsel (who may be counsel for the Issuer, any other Grantor or any Authorized
Representative), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. 

SECTION 4.05. Delegation of Duties. The Collateral Agent may perform any and all of its duties and exercise its rights and
powers hereunder or under any other First Lien Security Document by or through any one or more sub-agents appointed by the Collateral Agent. The Collateral Agent and any such sub-agent may perform any and all of its duties and exercise its
rights and powers by or through their respective Affiliates. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Affiliates of the Collateral Agent and any such sub-agent, and shall apply to their respective
activities as the Collateral Agent. 
 SECTION 4.06. Resignation of Collateral Agent. The Collateral Agent may at any time
give notice of its resignation as Collateral Agent under this Agreement and the First Lien Security Documents to each Authorized Representative and the Issuer. Upon receipt of any such notice of resignation, the Applicable Authorized
Representative shall have the right, in consultation with the Issuer, to appoint a successor. If no such successor shall have been so appointed by the Applicable Authorized Representative and shall have accepted such appointment within
30 days after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent may, on behalf of the Secured Parties, appoint a successor Collateral Agent meeting the qualifications set forth above;
provided that if the Collateral Agent shall notify each Authorized Representative and the Issuer that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice
and (a) the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the First Lien Security Documents (except that in the case of any Collateral held by the Collateral Agent on behalf of the Secured
Parties under any First Lien Security Document, the retiring Collateral Agent shall continue to hold such Collateral solely for purposes of maintaining the perfection of the security interests of the Secured Parties therein until such time as a
successor Collateral Agent is appointed but with no obligation to take any further action at the request of the Applicable Authorized Representative or any other Secured Parties) and (b) all payments, communications and determinations provided
to be made by, to or through the Collateral Agent shall instead be made by or to each Authorized Representative directly, until such time as the Applicable Authorized Representative appoints a successor Collateral Agent as provided above. Upon


  
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the acceptance of a successor’s appointment as Collateral Agent hereunder and under the First Lien Security Documents, such successor shall succeed to and become vested with all of the
rights, powers, privileges and duties of the retiring (or retired) Collateral Agent, and the retiring Collateral Agent shall be discharged from all of its duties and obligations hereunder or under the First Lien Security Documents (if not already
discharged therefrom as provided above). Notwithstanding the resignation of the Collateral Agent hereunder and under the First Lien Security Documents, the provisions of this Article and the equivalent provision of any Additional First Lien
Document shall continue in effect for the benefit of such retiring Collateral Agent, its sub-agents and their respective Related Secured Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Collateral
Agent was acting as Collateral Agent. Upon any notice of resignation of the Collateral Agent hereunder and under the First Lien Security Documents, the Issuer agrees to use commercially reasonable efforts to transfer (and maintain the validity
and priority of) the Liens in favor of the retiring Collateral Agent under the First Lien Security Documents to the successor Collateral Agent. 

SECTION 4.07. Collateral Matters. Each of the Secured Parties irrevocably authorizes the Collateral Agent, at its option and
in its discretion: 
 (a) to release any Lien on any property granted to or held by the Collateral Agent under any First
Lien Security Document in accordance with Sections 2.03 and 2.05 or upon receipt of an Officers’ Certificate stating that such release is permitted by the terms of the First Lien Credit Documents and the ABL/Bond Intercreditor Agreement;
and 
 (b) to release any Grantor from its obligations under the First Lien Security Documents upon receipt of an
Officers’ Certificate and Opinion of Counsel stating that such release is permitted by the terms of the First Lien Credit Documents and the ABL/Bond Intercreditor Agreement. 

ARTICLE V 
 No
Liability 
 SECTION 5.01. Information. The Collateral Agent or the Authorized Representative or Secured Parties of any
Class shall have no duty to disclose to any Secured Party of any other Class any information relating to the Issuer or any of its respective Subsidiaries, or any other circumstance bearing upon the risk of nonpayment of any of the First Lien
Obligations, that is known or becomes known to any of them or any of their Affiliates. If the Collateral Agent or the Authorized Representative or any Secured Party of any Class, in its sole discretion, undertakes at any time or from time to
time to provide any such information to, as the case may be, the Authorized Representative or any Secured Party of any other Class, it shall be under no obligation (i) to make, and shall not be deemed to have made, any express or implied
representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of the information so provided, (ii) to provide any additional information or to provide any such information on any subsequent occasion
or (iii) to undertake any investigation. 
 SECTION 5.02. No Warranties or Liability. (a) Each Authorized
Representative, for itself and on behalf of its Related Secured Parties, acknowledges and agrees that neither the Collateral Agent nor the Authorized Representative or any Secured Party of any other Class has made any express or implied
representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the First Lien Credit Documents, the ownership of any Shared Collateral or the perfection or priority
of any Liens thereon. The Authorized Representative and the Secured Parties of any Class will be entitled to manage and supervise their loans and other extensions of credit in the manner determined by them. 

(b) No Authorized Representative or Secured Parties of any Class shall have any express or implied duty to the Authorized Representative
or any Secured Party of any other Class to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of a Default or an Event of Default under any First Lien Credit Document (other than, in each case, this
Agreement), regardless of any knowledge thereof that they may have or be charged with. 

  
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 ARTICLE VI 

Additional First Lien Obligations 

The Issuer may, at any time and from time to time, subject to any limitations contained in the First Lien Credit Documents in effect at such
time, designate additional Indebtedness and related obligations that are, or are to be, secured by Liens on any assets of the Issuer or any other Grantor that would, if such Liens were granted, constitute Shared Collateral as “Additional
First Lien Obligations” by delivering to the Collateral Agent and each Authorized Representative party hereto at such time an Officers’ Certificate: 

(a) describing the Indebtedness and other obligations being designated as Additional First Lien Obligations, and including
a statement of the maximum aggregate outstanding principal amount of such Indebtedness as of the date of such certificate; 

(b) setting forth the Additional First Lien Documents under which such Additional First Lien Obligations are issued or
incurred or the guarantees of such Additional First Lien Obligations are, or are to be, created, and attaching copies of such Additional First Lien Documents as each Grantor has executed and delivered to the Person that serves as the administrative
agent, trustee or a similar representative for the holders of such Additional First Lien Obligations (such Person being referred to as the “Additional Authorized Representative”) with respect to such Additional First Lien
Obligations on the closing date of such Additional First Lien Obligations, certified as being true and complete by an Officers’ Certificate; 

(c) identifying the Person that serves as the Additional Authorized Representative; 

(d) certifying that the incurrence of such Additional First Lien Obligations, the creation of the Liens securing such
Additional First Lien Obligations and the designation of such Additional First Lien Obligations as “Additional First Lien Obligations” hereunder do not violate or result in a default under any provision of any First Lien Credit Documents
in effect at such time; 
 (e) certifying that the Additional First Lien Documents authorize the Additional Authorized
Representative to become a party hereto by executing and delivering an Additional Authorized Representative Joinder Agreement and provide that upon such execution and delivery, such Additional First Lien Obligations and the holders thereof shall
become subject to and bound by the provisions of this Agreement; and 
 (f) attaching a fully completed Authorized
Representative Joinder Agreement executed and delivered by the Additional Authorized Representative. 
 Upon the delivery of such
certificate, the related attachments as provided above, and an opinion of counsel with respect to the satisfaction of all conditions precedent to the incurrence of the Additional First Lien Obligations, the obligations designated in such notice as
“Additional First Lien Obligations” shall become Additional First Lien Obligations for all purposes of this Agreement. 

ARTICLE VII 

Miscellaneous 
 SECTION
7.01. Notices. All notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy or e-mail, as follows:

 (a) if to any Grantor, to it (or, in the case of any Grantor other than the Issuer, to it in care of the Issuer) at
BMC Stock Holdings, Inc., Two Lakeside Commons, 980 Hammond Drive NE, Suite 500, Atlanta, GA 30328, Attn: General Counsel (Facsimile No.: (208) 331-4477); 

  
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 (b) if to the Collateral Agent or the Trustee, to it at 50 South Sixth
Street, Suite 1290, Minneapolis, MN 55402, Attn: BMC East, LLC Administrator (Facsimile No.: (612) 217-5651); 
 (c) if
to the Initial Additional Authorized Representative, to it at [        ]; 

(d) if to any other Additional Authorized Representative, to it at the address set forth in the applicable Joinder
Agreement. 
 Any party hereto may change its address or facsimile number or e-mail address for notices and other communications hereunder
by notice to the other parties hereto. All notices and communications shall be deemed to have been duly given: on the first date on which publication is made, if published; at the time delivered by hand, if personally delivered; five calendar
days after being deposited in the mail, postage prepaid, if mailed by first-class mail; when receipt acknowledged, if faxed or e-mailed; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing
next day delivery; provided that any notice or communication delivered to the Trustee or the Notes Collateral Agent shall be deemed effective upon actual receipt thereof. 

SECTION 7.02. Waivers; Amendment; Joinder Agreements. (a) No failure or delay on the part of any party hereto in
exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or
further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision
of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific
instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances. 

(b) Neither this Agreement nor any provision hereof may be waived, amended or otherwise modified except pursuant to an agreement or
agreements in writing entered into by the Issuer, the Collateral Agent and each Authorized Representative then party hereto; provided that no such agreement shall by its terms amend, modify or otherwise affect the rights or obligations of any
Grantor without the Issuer’s prior written consent; provided further that (i) without the consent of any party hereto, (A) this Agreement may be supplemented by an Authorized Representative Joinder Agreement, and an Additional
Authorized Representative may become a party hereto, in accordance with Article VI and (B) this Agreement may be supplemented by a Grantor Joinder Agreement, and a Subsidiary may become a party hereto, in accordance with Section 7.13, and (ii) in
connection with any Refinancing of First Lien Obligations of any Class, or the incurrence of Additional First Lien Obligations of any Class, the Collateral Agent and the Authorized Representatives then party hereto shall enter (and are hereby
authorized to enter without the consent of any other Secured Party), at the request of any Authorized Representative or the Issuer, into such amendments or modifications of this Agreement as are reasonably necessary to reflect such Refinancing or
such incurrence and are in form reasonably satisfactory to the Collateral Agent and each such Authorized Representative. 
 SECTION
7.03. Parties in Interest. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, as well as the other Secured Parties, all of whom are intended to be bound by,
and to be third-party beneficiaries of, this Agreement. 
 SECTION 7.04. Effectiveness; Survival. This Agreement shall
become effective when executed and delivered by the parties hereto. All covenants, agreements, representations and warranties made by any party in this Agreement shall be considered to have been relied upon by the other parties hereto and shall
survive the execution and delivery of this Agreement. This Agreement shall continue in full force and effect notwithstanding the commencement of any Insolvency or Liquidation Proceeding against the Issuer or any of its respective Subsidiaries.


  
 C-19 








 SECTION 7.05. Counterparts. This Agreement may be executed in counterparts, each
of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile or other electronic transmission shall be as effective as
delivery of a manually signed counterpart of this Agreement. 
 SECTION 7.06. Severability. Any provision of this Agreement
held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the
remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid,
illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. 

SECTION 7.07. Governing Law. This Agreement shall be governed by, and construed in accordance with, the law of the State of
New York. 
 SECTION 7.08. Submission to Jurisdiction Waivers; Consent to Service of Process. The Collateral Agent and each
Authorized Representative, for itself and on behalf of its Related Secured Parties, irrevocably and unconditionally: 

(a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the First Lien
Security Documents, or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York
and appellate courts from any thereof; 
 (b) consents that any such action or proceeding may be brought in such courts
and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; 

(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by
registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person (or its Authorized Representative) at the address referred to in Section 7.01; 

(d) agrees that nothing herein shall affect the right of any other party hereto (or any Secured Party) to effect service
of process in any other manner permitted by law or shall limit the right of any party hereto (or any Secured Party) to sue in any other jurisdiction; and 

(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or
proceeding referred to in this Section any special, exemplary, punitive or consequential damages. 
 SECTION 7.09. WAIVER OF
JURY TRIAL. EACH PARTY HERETO WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT (WHETHER
BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION,
SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. 

  
 C-20 








 SECTION 7.10. Headings. Article and Section headings used herein are for
convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement. 

SECTION 7.11. Conflicts. In the event of any conflict or inconsistency between the provisions of this Agreement (including
Section 2.05 hereof) and the provisions of any of the First Lien Credit Documents, the provisions of this Agreement shall control. 

SECTION 7.12. Provisions Solely to Define Relative Rights. The provisions of this Agreement are and are intended solely for the
purpose of defining the relative rights of the Secured Parties in relation to one another. Except as expressly provided in this Agreement, none of the Issuer, any other Grantor, any other Subsidiary or any other creditor of any of the foregoing
shall have any rights or obligations hereunder, and none of the Issuer, any other Grantor or any other Subsidiary may rely on the terms hereof. Nothing in this Agreement is intended to or shall impair the obligations of the Issuer or any other
Grantor, which are absolute and unconditional, to pay the First Lien Obligations as and when the same shall become due and payable in accordance with their terms. 

SECTION 7.13. Additional Grantors. In the event any Subsidiary shall have granted a Lien on any of its assets to secure any
First Lien Obligations, the Issuer shall cause such Subsidiary, if not already a party hereto, to become a party hereto as a “Grantor”. Upon the execution and delivery by any Subsidiary of a Grantor Joinder Agreement, any such
Subsidiary shall become a party hereto and a Grantor hereunder with the same force and effect as if originally named as such herein. The execution and delivery of any such instrument shall not require the consent of any other party
hereto. The rights and obligations of each party hereto shall remain in full force and effect notwithstanding the addition of any new Grantor as a party to this Agreement. 

SECTION 7.14. Integration. This Agreement, together with the other First Lien Credit Documents and the ABL/Bond Intercreditor
Agreement, represents the agreement of each of the Grantors and the Secured Parties with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by any Grantor, the Collateral Agent or any other
Secured Party relative to the subject matter hereof not expressly set forth or referred to herein or in the other First Lien Credit Documents. References herein to the ABL/Bond Intercreditor Agreement refer to such agreement to the extent the
same is then in effect. Each Authorized Representative, by its execution and delivery of this Agreement (or the applicable joinder to this Agreement) for itself and its Related Secured Parties, (a) consents to the terms and conditions in the
ABL/Bond Intercreditor Agreement, (b) agrees that it will be bound by the ABL/Bond Intercreditor Agreement and (c) authorizes and agrees that (i) the Collateral Agent has entered into the ABL/Bond Intercreditor Agreement as the “Notes
Collateral Agent” thereunder on behalf of such Authorized Representative and its Related Secured Parties, and (ii) in its capacity as “Notes Collateral Agent” under the ABL/Bond Intercreditor Agreement, the Collateral Agent may take
any and all such action under the ABL/Bond Intercreditor Agreement on behalf of each Authorized Representative and its Related Secured Parties as provided in the ABL/Bond Intercreditor Agreement and Section 2.05 hereof. 

SECTION 7.15. Further Assurances. Each of the Collateral Agent, each Authorized Representative and the Grantors agrees that
it will execute, or will cause to be executed, any and all further documents, agreements and instruments, and take all such further actions, as may be required under any applicable law, or which the Collateral Agent or any Authorized Representative
may reasonably request, to effectuate the terms of this Agreement, including the relative Lien priorities provided for herein. 
 SECTION
7.16. Indenture and First Lien Credit Documents. In addition to the foregoing rights, in acting hereunder and by virtue of this Agreement, the Collateral Agent shall have all of the rights, protections and immunities granted to it
under the Indenture and in any First Lien Credit Document, all of which are incorporated by reference herein. 

  
 C-21 








 [remainder of page intentionally blank] 

  
 C-22 








 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their
respective authorized officers as of the day and year first above written. 
  

			
	WILMINGTON TRUST, NATIONAL ASSOCIATION,
	as Collateral Agent,
		
	        by	 	  

		 	Name:
		 	Title:
	
	WILMINGTON TRUST, NATIONAL ASSOCIATION,
	as Authorized Representative for the Indenture Secured Parties,
		
	        by	 	  

		 	Name:
		 	Title:
	
	[    ], as Initial Additional Authorized Representative,
		
	        by	 	  

		 	Name:
		 	Title:
	
	BMC EAST, LLC
		
	        by	 	  

		 	  Name:
		 	  Title:
	
	THE GRANTORS LISTED ON SCHEDULE I HERETO,
		
	        by	 	  

		 	  Name:
		 	  Title:



  
 C-23 








 SCHEDULE I to 

PARI PASSU INTERCREDITOR AGREEMENT 

Grantors 

  
 C-24 








 EXHIBIT II to 

PARI PASSU INTERCREDITOR AGREEMENT 

[FORM OF] ADDITIONAL AUTHORIZED REPRESENTATIVE AGENT JOINDER AGREEMENT NO. [        ] dated as of
[            ], [        ] (this “Joinder Agreement”) to the PARI PASSU INTERCREDITOR AGREEMENT dated as of
[            ], [        ] (as amended, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among
BMC STOCK HOLDINGS, INC., a Delaware corporation (the “Parent”), BMC EAST, LLC, a Noth Carolina limited liability company (the “Issuer”), the other GRANTORS party thereto, WILMINGTON TRUST, NATIONAL
ASSOCIATION, as collateral agent for the Secured Parties (as defined below) (in such capacity, the “Collateral Agent”) and as the Authorized Representative for the Indenture Secured Parties in its capacity as trustee under the
Indenture (in such capacity, the “Trustee”), [            ], as the Authorized Representative for the Initial Additional Secured Parties (in such capacity, the
“Initial Additional Authorized Representative”), and each ADDITIONAL AUTHORIZED REPRESENTATIVE from time to time party thereto, as the Authorized Representative for any Secured Parties of any other Class. 

Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Intercreditor Agreement.

 The Issuer and the other Grantors propose to issue or incur “Additional First Lien Obligations” designated by the Issuer as
such in accordance with Article VI of the Intercreditor Agreement in an Officers’ Certificate delivered concurrently herewith to the Collateral Agent and the Authorized Representatives (the “Additional First Lien
Obligations”). The Person identified in the signature pages hereto as the “Additional Authorized Representative” (the “Additional Authorized Representative”) will serve as the administrative agent, trustee or
a similar representative for the holders of the Additional First Lien Obligations (the “Additional Secured Parties”). 

The Additional Authorized Representative wishes, in accordance with the provisions of the Intercreditor Agreement, to become a party to the
Intercreditor Agreement and to acquire and undertake, for itself and on behalf of the Additional Secured Parties, the rights and obligations of an “Additional Authorized Representative” and “Secured Parties” thereunder. 

Accordingly, the Additional Authorized Representative, for itself and on behalf of its Related Secured Parties, and the Issuer agree as
follows, for the benefit of the Collateral Agent, the existing Authorized Representatives and the existing Secured Parties: 
 SECTION
1.01. Accession to the Intercreditor Agreement. The Additional Authorized Representative hereby (a) accedes and becomes a party to the Intercreditor Agreement as an “Additional Authorized Representative”, (b) agrees, for
itself and on behalf of the Additional Secured Parties, to all the terms and provisions of the Intercreditor Agreement and (c) acknowledges and agrees that (i) the Additional First Lien Obligations and Liens on any Collateral securing the same shall
be subject to the provisions of the Intercreditor Agreement and (ii) the Additional Authorized Representative and the Additional Secured Parties shall have the rights and obligations specified under the Intercreditor Agreement with respect to an
“Authorized Representative” or a “Secured Party”, and shall be subject to and bound by the provisions of the Intercreditor Agreement. The Intercreditor Agreement is hereby incorporated by reference. 

SECTION 1.02. Representations and Warranties of the Additional Authorized Representative. The Additional Authorized
Representative represents and warrants to the Collateral Agent, the existing Authorized Representatives and the existing Secured Parties that (a) it has full power and authority to enter into this Joinder Agreement, in its capacity as the Additional
Authorized Representative, (b) this Joinder Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, and (c) the Additional First
Lien Documents relating to the Additional First Lien Obligations provide that, upon the Additional Authorized Representative’s execution and delivery of this Joinder Agreement, (i) the Additional First Lien Obligations and Liens on any
Collateral securing the same shall be subject to the provisions of the Intercreditor Agreement and (ii) the Additional Authorized Representative and the Additional Secured Parties shall have the rights and obligations specified therefor under, and
shall be subject to and bound by the provisions of, the Intercreditor Agreement. 

  
 Exhibit I-1 








 SECTION 1.03. Parties in Interest. This Joinder Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors and assigns, as well as the other Secured Parties, all of whom are intended to be bound by, and to be third-party beneficiaries of, this Agreement. 

SECTION 1.04. Counterparts. This Joinder Agreement may be executed in counterparts, each of which shall constitute an
original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile or other electronic transmission shall be as effective as delivery of a manually signed
counterpart of this Joinder Agreement. 
 SECTION 1.05. Governing Law. This Joinder Agreement shall be construed in
accordance with and governed by the law of the State of New York. 
 SECTION 1.06. Notices. All communications and notices
hereunder shall be in writing and given as provided in Section 7.01 of the Intercreditor Agreement. All communications and notices hereunder to the Additional Authorized Representative shall be given to it at the address set forth under
its signature hereto, which information supplements Section 7.01 to the Intercreditor Agreement. 
 SECTION
1.07. Expenses. The Issuer agrees to reimburse the Collateral Agent and each of the Authorized Representatives for its reasonable out-of-pocket expenses in connection with this Joinder Agreement, including the reasonable fees, other
charges and disbursements of counsel for the Collateral Agent and any of the Authorized Representatives. 
 SECTION
1.08. Incorporation by Reference. The provisions of Sections 7.04, 7.06, 7.08, 7.09, 7.10, 7.11 and 7.12 of the Intercreditor Agreement are hereby incorporated by reference, mutatis mutandis, as if set forth in full
herein. 
 [remainder of page intentionally blank] 

  
 Exhibit I-2 








     IN WITNESS WHEREOF, the Additional Authorized Representative and the
Issuer have duly executed this Joinder Agreement to the Intercreditor Agreement as of the day and year first above written. 
  

			
	[    ], AS ADDITIONAL AUTHORIZED REPRESENTATIVE,
	        by	 	  

		 	    Name:
		 	    Title:


  

	
	Address for notices:
	
	 
	
	  

	
	 attention of:    

	
	 Facsimile:    



  

			
	BMC EAST, LLC
	        by	 	  

		 	    Name:
		 	    Title:



  
 Exhibit I-3 








 Acknowledged by: 
  

			
	WILMINGTON TRUST, NATIONAL ASSOCIATION, AS THE COLLATERAL AGENT,
	        by	 	  

		 	    Name:
		 	    Title:

  

			
	WILMINGTON TRUST, NATIONAL ASSOCIATION, AS THE AUTHORIZED REPRESENTATIVE FOR THE INDENTURE SECURED PARTIES,
	        by	 	  

		 	    Name:
		 	    Title:

  

			
	[    ], AS THE [INITIAL] ADDITIONAL AUTHORIZED REPRESENTATIVE,
	        by	 	  

		 	    Name:
		 	    Title:


  
 Exhibit I-4 








 EXHIBIT II to 

PARI PASSU INTERCREDITOR AGREEMENT 

[FORM OF] GRANTOR JOINDER AGREEMENT NO. [            ] dated as of
[            ], [        ] (this “Joinder Agreement”) to the PARI PASSU INTERCREDITOR AGREEMENT dated as of
[        ] (as amended, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among BUILDING MATERIALS HOLDING CORPORATION, a Delaware corporation (the
“Parent”), BMC EAST, LLC (the “Issuer”), the other GRANTORS party hereto, WILMINGTON TRUST, NATIONAL ASSOCIATION, as collateral agent for the Secured Parties (as defined below) (in such capacity, the
“Collateral Agent”) and as the Authorized Representative for the Indenture Secured Parties in its capacity as trustee under the Indenture (in such capacity, the “Trustee”),
[                 ], as the Authorized Representative for the Initial Additional Secured Parties (in such capacity, the “Initial Additional Authorized
Representative”), and each ADDITIONAL AUTHORIZED REPRESENTATIVE from time to time party hereto, as the Authorized Representative for any Secured Parties of any other Class. 

Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Intercreditor Agreement.

 [            ], a
[            ] [corporation] and a Subsidiary of Issuer (the “Additional Grantor”), has granted a Lien on all or a portion of its assets to secure First Lien Obligations
and such Additional Grantor is not a party to the Intercreditor Agreement. 
 The Additional Grantor wishes to become a party to the First
Lien Intercreditor Agreement and to acquire and undertake the rights and obligations of a Grantor thereunder. The Additional Grantor is entering into this Joinder Agreement in accordance with the provisions of the Intercreditor Agreement in
order to become a Grantor thereunder. 
 Accordingly, the Additional Grantor agrees as follows, for the benefit of the Collateral Agent, the
Authorized Representatives and the Secured Parties: 
 SECTION 1.01. Accession to the Intercreditor Agreement. The Additional
Grantor (a) hereby accedes and becomes a party to the Intercreditor Agreement as a “Grantor”, (b) agrees to all the terms and provisions of the Intercreditor Agreement and (c) acknowledges and agrees that the Additional Grantor shall have
the rights and obligations specified under the Intercreditor Agreement with respect to a “Grantor”, and shall be subject to and bound by the provisions of the Intercreditor Agreement. 

SECTION 1.02. Representations and Warranties of the Additional Grantor. The Additional Grantor represents and warrants to the
Collateral Agent, the Authorized Representatives and the Secured Parties that this Joinder Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance
with its terms. 
 SECTION 1.03. Parties in Interest. This Joinder Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and assigns, as well as the other Secured Parties, all of whom are intended to be third-party beneficiaries of this Agreement. 

SECTION 1.04. Counterparts. This Joinder Agreement may be executed in counterparts, each of which shall constitute an
original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile or other electronic transmission shall be as effective as delivery of a manually signed
counterpart of this Joinder Agreement. 
 SECTION 1.05. Governing Law. This Joinder Agreement shall be construed in
accordance with and governed by the law of the State of New York. 
 SECTION 1.06. Notices. All communications and notices
hereunder shall be in writing and given as provided in Section 7.01 of the Intercreditor Agreement. 

  
 Exhibit II-1 








 SECTION 1.07. Expenses. The Grantor agrees to reimburse the Collateral Agent and
each of the Authorized Representatives for its reasonable out-of-pocket expenses in connection with this Joinder Agreement, including the reasonable fees, other charges and disbursements of counsel for the Collateral Agent and any of the Authorized
Representatives. 
 SECTION 1.08. Incorporation by Reference. The provisions of Sections 7.04, 7.06, 7.08, 7.09, 7.10, 7.11
and 7.12 of the Intercreditor Agreement are hereby incorporated by reference, mutatis mutandis, as if set forth in full herein. 

[remainder of page intentionally blank] 

  
 Exhibit II-2 








 IN WITNESS WHEREOF, the Additional Grantor has duly executed this Joinder Agreement to the
Intercreditor Agreement as of the day and year first above written. 
  

			
	[NAME OF SUBSIDIARY],
	        by	 	  

		 	    Name:
		 	    Title:



  
 Exhibit II-3