Exchange Note Indenture, dated as of October 24, 2008



 Exhibit 4.1 
 EXECUTION VERSION 
  
  

 
 EXCHANGE NOTE INDENTURE 
 Dated as of October 24, 2008 
 among

 AVAYA INC., 
 THE GUARANTORS
NAMED ON THE SIGNATURE PAGES HERETO 
 and 
 THE BANK OF NEW YORK MELLON, 
 as Trustee 
 9.75% SENIOR NOTES DUE 2015 
 and 
 10.125% / 10.875% SENIOR PIK TOGGLE NOTES DUE 2015 
  
  
  







 CROSS-REFERENCE TABLE* 
  

			
	 Trust Indenture Act Section
	  	Indenture Section
	310(a)(1)	  	7.10
	      (a)(2)	  	7.10
	      (a)(3)	  	N.A.
	      (a)(4)	  	N.A.
	      (a)(5)	  	7.10
	      (b)	  	7.03, 7.10
	      (c)	  	N.A.
	311(a)	  	7.11
	      (b)	  	7.11
	      (c)	  	N.A.
	312(a)	  	2.05
	      (b)	  	12.03
	      (c)	  	12.03
	313(a)	  	7.06
	      (b)(1)	  	N.A.
	      (b)(2)	  	7.06; 7.07
	      (c)	  	7.06; 12.02
	      (d)	  	7.06
	314(a)	  	4.03; 12.05
	      (b)	  	N.A.
	      (c)(1)	  	12.04
	      (c)(2)	  	12.04
	      (c)(3)	  	N.A.
	      (d)	  	N.A.
	      (e)	  	12.05
	      (f)	  	N.A.
	315(a)	  	7.01
	      (b)	  	7.05; 12.02
	      (c)	  	7.01
	      (d)	  	7.01
	      (e)	  	6.14
	316(a)(last sentence)	  	2.09
	      (a)(1)(A)	  	6.05
	      (a)(1)(B)	  	6.04
	      (a)(2)	  	N.A.
	      (b)	  	6.07
	      (c)	  	2.12; 9.04
	317(a)(1)	  	6.08
	      (a)(2)	  	6.12
	      (b)	  	2.04
	318(a)	  	12.01
	      (b)	  	N.A.
	      (c)	  	12.01

  
 N.A. means not applicable. 

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








 TABLE OF CONTENTS 
  

					
	 	  	 	  	Page
	 ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE
	  	1
			
	 Section 1.01
	  	 Definitions
	  	1
	 Section 1.02
	  	 Other Definitions
	  	34
	 Section 1.03
	  	 Incorporation by Reference of Trust Indenture Act
	  	35
	 Section 1.04
	  	 Rules of Construction
	  	35
	 Section 1.05
	  	 Acts of Holders
	  	36
		
	 ARTICLE 2 THE NOTES
	  	37
			
	 Section 2.01
	  	 Form and Dating; Terms
	  	37
	 Section 2.02
	  	 Execution and Authentication
	  	39
	 Section 2.03
	  	 Registrar and Paying Agent
	  	39
	 Section 2.04
	  	 Paying Agent To Hold Money in Trust
	  	40
	 Section 2.05
	  	 Holder Lists
	  	40
	 Section 2.06
	  	 Transfer and Exchange
	  	40
	 Section 2.07
	  	 Replacement Notes
	  	52
	 Section 2.08
	  	 Outstanding Notes
	  	52
	 Section 2.09
	  	 Treasury Notes
	  	52
	 Section 2.10
	  	 Temporary Notes
	  	53
	 Section 2.11
	  	 Cancellation
	  	53
	 Section 2.12
	  	 Defaulted Interest
	  	53
	 Section 2.13
	  	 CUSIP Numbers
	  	54
		
	 ARTICLE 3 REDEMPTION
	  	54
			
	 Section 3.01
	  	 Notices to Trustee
	  	54
	 Section 3.02
	  	 Selection of Notes To Be Redeemed or Purchased
	  	54
	 Section 3.03
	  	 Notice of Redemption
	  	54
	 Section 3.04
	  	 Effect of Notice of Redemption
	  	55
	 Section 3.05
	  	 Deposit of Redemption or Purchase Price
	  	56
	 Section 3.06
	  	 Notes Redeemed or Purchased in Part
	  	56
	 Section 3.07
	  	 Optional Redemption
	  	56
	 Section 3.08
	  	 Mandatory Redemption
	  	58
	 Section 3.09
	  	 Offers To Repurchase by Application of Excess Proceeds
	  	58
		
	 ARTICLE 4 COVENANTS
	  	60
			
	 Section 4.01
	  	 Payment of Notes
	  	60
	 Section 4.02
	  	 Maintenance of Office or Agency
	  	61
	 Section 4.03
	  	 Reports and Other Information
	  	61
	 Section 4.04
	  	 Compliance Certificate
	  	62
	 Section 4.05
	  	 Taxes
	  	63
	 Section 4.06
	  	 Stay, Extension and Usury Laws
	  	63
	 Section 4.07
	  	 Limitation on Restricted Payments
	  	63
	 Section 4.08
	  	 Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries
	  	71

  

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	 	  	 	  	Page
	 Section 4.09
	  	 Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock
	  	72
	 Section 4.10
	  	 Asset Sales
	  	78
	 Section 4.11
	  	 Transactions with Affiliates
	  	81
	 Section 4.12
	  	 Liens
	  	84
	 Section 4.13
	  	 Corporate Existence
	  	84
	 Section 4.14
	  	 Offer to Repurchase Upon Change of Control
	  	84
	 Section 4.15
	  	 Limitation on Guarantees of Indebtedness by Restricted Subsidiaries
	  	86
	 Section 4.16
	  	 Suspension of Covenants and Guarantees
	  	87
		
	 ARTICLE 5 SUCCESSORS
	  	88
			
	 Section 5.01
	  	 Merger, Consolidation or Sale of All or Substantially All Assets
	  	88
	 Section 5.02
	  	 Successor Corporation Substituted
	  	90
		
	 ARTICLE 6 DEFAULTS AND REMEDIES
	  	90
			
	 Section 6.01
	  	 Events of Default
	  	90
	 Section 6.02
	  	 Acceleration
	  	92
	 Section 6.03
	  	 Other Remedies
	  	93
	 Section 6.04
	  	 Waiver of Past Defaults
	  	93
	 Section 6.05
	  	 Control by Majority
	  	93
	 Section 6.06
	  	 Limitation on Suits
	  	93
	 Section 6.07
	  	 Rights of Holders of Notes To Receive Payment
	  	94
	 Section 6.08
	  	 Collection Suit by Trustee
	  	94
	 Section 6.09
	  	 Restoration of Rights and Remedies
	  	94
	 Section 6.10
	  	 Rights and Remedies Cumulative
	  	94
	 Section 6.11
	  	 Delay or Omission Not Waiver
	  	94
	 Section 6.12
	  	 Trustee May File Proofs of Claim
	  	95
	 Section 6.13
	  	 Priorities
	  	95
	 Section 6.14
	  	 Undertaking for Costs
	  	95
		
	 ARTICLE 7 TRUSTEE
	  	96
			
	 Section 7.01
	  	 Duties of Trustee
	  	96
	 Section 7.02
	  	 Rights of Trustee
	  	97
	 Section 7.03
	  	 Individual Rights of Trustee
	  	98
	 Section 7.04
	  	 Trustee’s Disclaimer
	  	98
	 Section 7.05
	  	 Notice of Defaults
	  	98
	 Section 7.06
	  	 Reports by Trustee to Holders of the Notes
	  	98
	 Section 7.07
	  	 Compensation and Indemnity
	  	99
	 Section 7.08
	  	 Replacement of Trustee
	  	99
	 Section 7.09
	  	 Successor Trustee by Merger, etc.
	  	100
	 Section 7.10
	  	 Eligibility; Disqualification
	  	100
	 Section 7.11
	  	 Preferential Collection of Claims Against Issuer
	  	101
		
	 ARTICLE 8 LEGAL DEFEASANCE AND COVENANT DEFEASANCE
	  	101
			
	 Section 8.01
	  	 Option To Effect Legal Defeasance or Covenant Defeasance
	  	101
	 Section 8.02
	  	 Legal Defeasance and Discharge
	  	101

  

 -ii- 









					
	 	  	 	  	Page
	 Section 8.03
	  	 Covenant Defeasance
	  	101
	 Section 8.04
	  	 Conditions to Legal or Covenant Defeasance
	  	102
	 Section 8.05
	  	 Deposited Money and Government Securities To Be Held in Trust; Other Miscellaneous Provisions
	  	103
	 Section 8.06
	  	 Repayment to Issuer
	  	104
	 Section 8.07
	  	 Reinstatement
	  	104
		
	 ARTICLE 9 AMENDMENT, SUPPLEMENT AND WAIVER
	  	104
			
	 Section 9.01
	  	 Without Consent of Holders of Notes
	  	104
	 Section 9.02
	  	 With Consent of Holders of Notes
	  	105
	 Section 9.03
	  	 Compliance with Trust Indenture Act
	  	107
	 Section 9.04
	  	 Revocation and Effect of Consents
	  	107
	 Section 9.05
	  	 Notation on or Exchange of Notes
	  	107
	 Section 9.06
	  	 Trustee To Sign Amendments, etc.
	  	108
	 Section 9.07
	  	 Payment for Consent
	  	108
		
	 ARTICLE 10 GUARANTEES
	  	108
			
	 Section 10.01
	  	 Guarantee
	  	108
	 Section 10.02
	  	 Limitation on Guarantor Liability
	  	110
	 Section 10.03
	  	 Execution and Delivery
	  	110
	 Section 10.04
	  	 Subrogation
	  	110
	 Section 10.05
	  	 Benefits Acknowledged
	  	111
	 Section 10.06
	  	 Release of Guarantees
	  	111
		
	 ARTICLE 11 SATISFACTION AND DISCHARGE
	  	111
			
	 Section 11.01
	  	 Satisfaction and Discharge
	  	111
	 Section 11.02
	  	 Application of Trust Money
	  	112
		
	 ARTICLE 12 MISCELLANEOUS
	  	113
			
	 Section 12.01
	  	 Trust Indenture Act Controls
	  	113
	 Section 12.02
	  	 Notices
	  	113
	 Section 12.03
	  	 Communication by Holders of Notes with Other Holders of Notes
	  	114
	 Section 12.04
	  	 Certificate and Opinion as to Conditions Precedent
	  	114
	 Section 12.05
	  	 Statements Required in Certificate or Opinion
	  	115
	 Section 12.06
	  	 Rules by Trustee and Agents
	  	115
	 Section 12.07
	  	 No Personal Liability of Directors, Officers, Employees and Stockholders
	  	115
	 Section 12.08
	  	 Governing Law
	  	115
	 Section 12.09
	  	 Waiver of Jury Trial
	  	116
	 Section 12.10
	  	 Force Majeure
	  	116
	 Section 12.11
	  	 No Adverse Interpretation of Other Agreements
	  	116
	 Section 12.12
	  	 Successors
	  	116
	 Section 12.13
	  	 Severability
	  	116
	 Section 12.14
	  	 Counterpart Originals
	  	116
	 Section 12.15
	  	 Table of Contents, Headings, etc.
	  	116
	 Section 12.16
	  	 Qualification of Indenture
	  	116

  

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 EXHIBITS 
  

			
	Exhibit A1	  	Form of Cash Pay Note
		
	Exhibit A2	  	Form of PIK Toggle Note
		
	Exhibit B	  	Form of Certificate of Transfer
		
	Exhibit C	  	Form of Certificate of Exchange
		
	Exhibit D	  	Form of Supplemental Indenture to Be Delivered by Subsequent Guarantors

  

 -i- 








 EXCHANGE NOTE INDENTURE, dated as of October 24, 2008, among Avaya Inc., a Delaware corporation (the
“Issuer”), the Guarantors (as defined herein) listed on the signature pages hereto and The Bank of New York Mellon, as Trustee. 
 W I T N E S S E T H 
 WHEREAS, the Issuer has duly authorized
the creation of an issue of $700,000,000 aggregate principal amount of 9.75% Senior Notes due 2015 (the “Cash Pay Notes”) and an issue of $750,000,000 aggregate principal amount of 10.125% / 10.875% Senior PIK Toggle Notes due 2015
(the “PIK Toggle Notes” and, together with the Cash Pay Notes, the “Initial Notes”), to be issued in exchange for (i) Senior Cash-Pay Loans, in the case of Cash Pay Notes, and (ii) Senior PIK Toggle Loans,
in the case of PIK Toggle Notes, in each case on or after the Initial Exchange Date in accordance with the terms of the Bridge Agreement and this Indenture; and 
 WHEREAS, the Issuer and each of the Guarantors has duly authorized the execution and delivery of this Indenture; 
 NOW, THEREFORE, the Issuer, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the Notes. 
 ARTICLE 1 
 DEFINITIONS AND INCORPORATION BY REFERENCE 
 Section 1.01 Definitions. 
 “144A Global
Note” means a Global Note substantially in the form of Exhibit A1 or Exhibit A2 hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the
Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold or to be sold in reliance on Rule 144A. 
 “ABL Credit Facility” means the asset-based revolving credit facility provided under the credit agreement entered into as of the Closing Date by and among the Issuer, the co-borrowers party thereto,
the guarantors party thereto, the lenders party thereto in their capacities as lenders thereunder and Citicorp USA, Inc., as Administrative Agent, including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed
in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements, refundings or refinancings thereof and any one or more indentures or credit facilities or commercial paper facilities (including without
limitation any Qualified Securitization Facility) with banks or other institutional lenders or investors that extend, replace, refund, refinance, renew or defease any part of the loans, notes, other credit facilities or commitments thereunder,
including any such replacement, refunding or refinancing facility or indenture that increases the amount that may be borrowed thereunder or alters the maturity of the loans thereunder or adds Restricted Subsidiaries as additional borrowers or
guarantors thereunder and whether by the same or other agent, lender or group of lenders or investors. 
 “Acquired
Indebtedness” means, with respect to any specified Person, 
 (1) Indebtedness of any other Person existing at the
time such other Person is merged, consolidated or amalgamated with or into or became a Restricted Subsidiary of such 








 
specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging, consolidating or amalgamating with
or into or becoming a Restricted Subsidiary of such specified Person, and 
 (2) Indebtedness secured by a Lien encumbering
any asset acquired by such specified Person. 
 “Additional Interest” means all additional interest then owing pursuant to
the Registration Rights Agreement. 
 “Additional Notes” means additional Notes (other than the Initial Notes and other than
Exchange Notes issued in exchange for such Initial Notes) issued from time to time under this Indenture in accordance with Sections 2.01 and 4.09 hereof. 
 “Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of
this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession,
directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. 
 “Agent” means any Registrar, Transfer Agent or Paying Agent. 
 “Applicable Premium” means, (x) with respect to any Cash Pay Note being redeemed, on any Redemption Date, the greater of:

 (1) 1.0% of the principal amount of such Cash Pay Note; and 
 (2) the excess, if any, of (a) the present value at such Redemption Date of (i) the redemption price of such Cash Pay Note at
November 1, 2011 (such redemption price being set forth in Section 3.07(c) hereof and Section 5(d) of the Cash Pay Note), plus (ii) all required remaining scheduled interest payments due on such Cash Pay Note through
November 1, 2011 (excluding accrued but unpaid interest to the Redemption Date), computed using a discount rate equal to the Treasury Rate as of such Redemption Date plus 50 basis points; over (b) the then outstanding principal amount of
such Cash Pay Note; 
 and (y) with respect to any PIK Toggle Note being redeemed, on any Redemption Date, the greater of: 
 (1) 1.0% of the principal amount of such PIK Toggle Note; and 
 (2) the excess, if any, of (a) the present value at such Redemption Date of (i) the redemption price of such PIK Toggle Note at
November 1, 2011 (such redemption price being set forth in Section 3.07(c) hereof and Section 5(d) of the PIK Toggle Note), plus (ii) all required remaining scheduled interest payments due on such PIK Toggle Note through
November 1, 2011, calculated based on the Cash Interest (as defined in Section 2 of the PIK Toggle Note) rate (excluding accrued but unpaid interest to the Redemption Date), computed using a discount rate equal to the Treasury Rate as of
such Redemption Date plus 50 basis points; over (b) the then outstanding principal amount of such PIK Toggle Note. 
  

 -2- 








 “Applicable Procedures” means, with respect to any transfer or exchange of or for
beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear and/or Clearstream that apply to such transfer or exchange. 
 “Asset Sale” means: 
 (1) the sale, conveyance, transfer or other
disposition, whether in a single transaction or a series of related transactions, of property or assets (including by way of a Sale and Lease-Back Transaction) of the Issuer or any of its Restricted Subsidiaries (each referred to in this definition
as a “disposition”); or 
 (2) the issuance or sale of Equity Interests of any Restricted Subsidiary, whether
in a single transaction or a series of related transactions; 
 in each case, other than: 
 (a) any disposition of Cash Equivalents or obsolete or worn out property or equipment in the ordinary course of business or any
disposition of inventory or goods (or other assets) held for sale or no longer used in the ordinary course of business; 
 (b)
the disposition of all or substantially all of the assets of the Issuer in a manner permitted pursuant to Section 5.01 hereof or any disposition that constitutes a Change of Control pursuant to this Indenture; 
 (c) the making of any Restricted Payment that is permitted to be made, and is made, pursuant to Section 4.07 hereof or the making of
any Permitted Investment; 
 (d) any disposition of assets or issuance or sale of Equity Interests of any Restricted
Subsidiary in any transaction or series of related transactions with an aggregate fair market value of less than $50,000,000; 
 (e) any disposition of property or assets or issuance of securities by a Restricted Subsidiary to the Issuer or by the Issuer or a Restricted Subsidiary to another Restricted Subsidiary; 
 (f) to the extent allowable under Section 1031 of the Code, any exchange of like property (excluding any boot thereon) for use in a
Similar Business; 
 (g) the lease, assignment, sub-lease, license or sub-license of any real or personal property in the
ordinary course of business; 
 (h) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an
Unrestricted Subsidiary; 
 (i) foreclosures, condemnation, expropriation or any similar action with respect to assets or the
granting of Liens not prohibited by this Indenture; 
 (j) sales of accounts receivable, or participations therein, or
Securitization Assets or related assets in connection with any ABL Credit Facility or any Qualified Securitization Facility; 
  

 -3- 








 (k) any financing transaction with respect to property built or acquired by the Issuer or
any Restricted Subsidiary after the Closing Date, including Sale and Lease-Back Transactions and asset securitizations permitted by this Indenture; 
 (l) the sale or discount of inventory, accounts receivable or notes receivable in the ordinary course of business or the conversion of accounts receivable to notes receivable; 
 (m) the licensing or sub-licensing of intellectual property or other general intangibles in the ordinary course of business, other than
the licensing of intellectual property on a long-term basis; 
 (n) any surrender or waiver of contract rights or the
settlement, release or surrender of contract rights or other litigation claims in the ordinary course of business; 
 (o) the
unwinding of any Hedging Obligations; 
 (p) sales, transfers and other dispositions of Investments in joint ventures to the
extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; 
 (q) the abandonment of intellectual property rights in the ordinary course of business, which in the reasonable good faith determination
of the Issuer or a Restricted Subsidiary are not material to the conduct of the business of the Issuer and its Restricted Subsidiaries taken as a whole; 
 (r) the issuance by a Restricted Subsidiary of Preferred Stock or Disqualified Stock that is permitted by Section 4.09 hereof; and 
 (s) the issuance of directors’ qualifying shares and shares issued to foreign nationals as required by applicable law. 
 “Bank Products” means any services or facilities on account of credit or debit cards, purchase cards or merchant services constituting a
line of credit, and any agreement or arrangement to provide cash management services, including treasury, depository, overdraft, electronic funds transfer and any other cash management arrangement. 
 “Bankruptcy Law” means Title 11, U.S. Code or any similar federal, state or foreign law for the relief of debtors. 
 “Bridge Agreement” means the Senior Unsecured Bridge Agreement, dated as of October 26, 2007 among the Issuer, as borrower, Morgan
Stanley Senior Funding, Inc. as administrative agent and the lenders party thereto, and amended pursuant to the First Amendment to Senior Unsecured Bridge Agreement, dated as of August 8, 2008, among the Issuer, as borrower, Morgan Stanley
Senior Funding, Inc. as administrative agent and the lenders party thereto, together with any amendments, supplements, modifications, extensions, renewals or restatements thereof that do not increase the amount that may be borrowed thereunder.

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

 -4- 








 “Capital Stock” means: 
 (1) in the case of a corporation, corporate stock or shares in the capital of such corporation; 
 (2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however
designated) of capital stock; 
 (3) in the case of a partnership or limited liability company, partnership or membership
interests (whether general or limited); and 
 (4) any other interest or participation that confers on a Person the right to
receive a share of the profits and losses of, or distributions of assets of, the issuing Person but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of
participation with Capital Stock. 
 “Capitalized Lease Obligation” means, at the time any determination thereof is to be
made, the amount of the liability in respect of a Capitalized Lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) prepared in accordance with GAAP. 

“Capitalized Leases” means all leases that have been or are required to be, in accordance with GAAP, recorded as capitalized leases.

 “Capitalized Software Expenditures” means, for any period, the aggregate of all expenditures (whether paid in cash or
accrued as liabilities) by a Person and its Restricted Subsidiaries during such period in respect of licensed or purchased software or internally developed software and software enhancements that, in conformity with GAAP, are or are required to be
reflected as capitalized costs on the consolidated balance sheet of a Person and its Restricted Subsidiaries. 
 “Cash
Equivalents” means: 
 (1) United States dollars; 
 (2) (a) Canadian dollars, yen, sterling, euros or any national currency of any participating member state of the EMU; or 

(b) in the case of any Foreign Subsidiary that is a Restricted Subsidiary, such local currencies held by it from time to time in the
ordinary course of business; 
 (3) securities issued or directly and fully and unconditionally guaranteed or insured by the
U.S. government or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 24 months or less from the date of acquisition;

 (4) certificates of deposit, time deposits and eurodollar time deposits with maturities of two years or less from the date
of acquisition, bankers’ acceptances with maturities not exceeding two years and overnight bank deposits, in each case with any domestic or foreign commercial bank having capital and surplus of not less than $250,000,000 in the case of U.S.
banks and $100,000,000 (or the U.S. dollar equivalent as of the date of determination) in the case of non-U.S. banks; 
  

 -5- 








 (5) repurchase obligations for underlying securities of the types described in clauses
(3) and (4) above and clause (7) below entered into with any financial institution meeting the qualifications specified in clause (4) above; 
 (6) commercial paper rated at least P-2 by Moody’s or at least A-2 by S&P (or, if at any time neither Moody’s nor S&P
shall be rating such obligations, an equivalent rating from another Rating Agency) and in each case maturing within 24 months after the date of creation thereof and Indebtedness or Preferred Stock issued by Persons with a rating of “A” or
higher from S&P or “A2” or higher from Moody’s with maturities of 24 months or less from the date of acquisition; 
 (7) marketable short-term money market and similar funds having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an
equivalent rating from another Rating Agency); 
 (8) Investments with average maturities of 12 months or less from the date
of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an
equivalent rating from another Rating Agency); 
 (9) readily marketable direct obligations issued by any state, commonwealth
or territory of the United States or any political subdivision or taxing authority thereof having an Investment Grade Rating from either Moody’s or S&P (or, if at any time neither Moody’s nor S&P shall be rating such obligations,
an equivalent rating from another Rating Agency) with maturities of 24 months or less from the date of acquisition; 
 (10)
readily marketable direct obligations issued by any foreign government or any political subdivision or public instrumentality thereof having an Investment Grade Rating from either Moody’s or S&P (or, if at any time neither Moody’s nor
S&P shall be rating such obligations, an equivalent rating from another Rating Agency) with maturities of 24 months or less from the date of acquisition; and 
 (11) investment funds investing substantially all of their assets in securities of the types described in clauses (1) through
(10) above. 
 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 (i) investments of the type and maturity described in clauses (1) through (11) 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 (ii) 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 (11) above. 
 “Cash Pay Notes” is defined in the recitals hereto. 
 “Change of Control” means the occurrence of
any of the following after the Closing Date (and excluding, for the avoidance of doubt, the Transactions): 
 (1) the sale,
lease or transfer, in one or a series of related transactions (other than by merger, consolidation or amalgamation), of all or substantially all of the assets of the Issuer and its Subsidiaries, taken as a whole, to any Person other than any
Permitted Holder; or 
  

 -6- 








 (2) the Issuer 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) the acquisition by (A) any Person (other than any Permitted Holder) or (B) Persons (other than any Permitted Holder) that are together a group (within the
meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any such group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1)
under the Exchange Act), in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or
any successor provision) of 50.0% or more of the total voting power of the Voting Stock of the Issuer directly or indirectly through any of its direct or indirect parent holding companies. 
 “Clearstream” means Clearstream Banking, Société Anonyme. 
 “Closing Date” means October 26, 2007. 
 “Code” means the Internal Revenue Code of 1986, as amended from time to time and the rules and regulations promulgated thereunder from time to time. 
 “Consolidated Depreciation and Amortization Expense” means with respect to any Person for any period, the total amount of depreciation
and amortization expense of such Person, including the amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses and Capitalized Software Expenditures of such Person and its Restricted Subsidiaries for such period
on a consolidated basis and otherwise determined in accordance with GAAP. 
 “Consolidated Fixed Charges” means, with
respect to any Person for any period, the sum of, without duplication: 
 (1) Consolidated Interest Expense of such Person for
such period; 
 (2) all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series
of Preferred Stock of such Person and its Restricted Subsidiaries during such period; and 
 (3) all cash dividends or other
distributions paid or accrued (excluding items eliminated in consolidation) on any series of Disqualified Stock during such period. 
 “Consolidated Interest Expense” means, with respect to any Person for any period, without duplication, the sum of: 
 (1) consolidated interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted (and not added back) in computing Consolidated Net Income (including
(a) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (b) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers acceptances, (c) all
pay-in-kind and other non-cash interest payments (but excluding any non-cash interest expense attributable to the movement in the mark to market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP), (d) the
interest component of Capitalized Lease Obligations and of any Securitization Facility (regardless of whether such interest component would be interest expense under GAAP), and (e) net payments, if any made (less net payments, if any,
received), pursuant to interest rate Hedging Obligations with respect to Indebtedness, and excluding (t) any expense resulting from 

  

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the discounting of any Indebtedness in connection with the application of recapitalization accounting or purchase accounting, as the case may be, in
connection with the Transactions or any acquisition, (u) penalties and interest relating to taxes, (v) any Additional Interest, any “additional interest” with respect to other securities and any liquidated damages for failure to
timely comply with registration rights obligations, (w) amortization of deferred financing fees, debt issuance costs, discounted liabilities, commissions, fees and expenses, (x) any expensing of bridge, commitment and other financing fees,
and (y) any accretion of accrued interest on discounted liabilities); 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. 
 “Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, and
otherwise determined in accordance with GAAP; provided that without duplication, 
 (1) the cumulative effect of a
change in accounting principles and changes as a result of the adoption or modification of accounting policies during such period shall be excluded, 
 (2) any net after-tax gains or losses on disposal of disposed, abandoned or discontinued operations shall be excluded, 
 (3) any net after-tax effect of gains or losses (less all fees, expenses and charges) attributable to asset dispositions or abandonments or the sale or other disposition of any Equity Interest of any Person other than
in the ordinary course of business, as determined in good faith by the Issuer, shall be excluded, 
 (4) the Net Income for
such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be excluded; provided that Consolidated Net Income of the Issuer shall be increased by
the amount of dividends or distributions or other payments that are actually paid in Cash Equivalents (or to the extent converted into Cash Equivalents) to the Issuer or a Restricted Subsidiary thereof in respect of such period, 
 (5) effects of adjustments (including the effects of such adjustments pushed down to the Issuer and the Restricted Subsidiaries) in such
Person’s consolidated financial statements pursuant to GAAP (including in the inventory, property and equipment, software, goodwill, intangible assets, in-process research and development, deferred revenue and debt line items thereof) resulting
from the application of recapitalization accounting or purchase accounting, as the case may be, in relation to the Transactions or any consummated acquisition or the amortization or write-off of any amounts thereof, net of taxes, shall be excluded,

 (6) any net after-tax effect of income (loss) from the early extinguishment or conversion of (a) Indebtedness,
(b) obligations under any Hedging Obligations or (c) other derivative instruments shall be excluded, 
  

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 (7) any impairment charge or asset write-off or write-down, including impairment charges
or asset write-offs or write-downs related to intangible assets, long-lived assets, investments in debt and equity securities or as a result of a change in law or regulation, in each case, pursuant to GAAP, and the amortization of intangibles
arising pursuant to GAAP shall be excluded, 
 (8) any non-cash compensation charge or expense, including any such charge or
expense arising from the grants of stock appreciation or similar rights, stock options, restricted stock or other rights or equity incentive programs shall be excluded, and any cash charges associated with the rollover, acceleration, or payout of
Equity Interests by management of the Issuer or any of its direct or indirect parents in connection with the Transactions, shall be excluded, 
 (9) any fees, expenses or charges incurred during such period, or any amortization thereof for such period, in connection with any acquisition, Investment, Asset Sale, disposition, incurrence or repayment of
Indebtedness (including such fees, expenses or charges related to the offering of the Notes, the Loans or any Senior Credit Facility), issuance of Equity Interests, refinancing transaction or amendment or modification of any debt instrument
(including any amendment or other modification of the Notes, the Loans or any Senior Credit Facility) and including, in each case, any such transaction consummated prior to the Closing 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, shall be excluded, 
 (10) accruals and reserves that are established within twelve months after the Closing Date that are so required to be established as a
result of the Transactions (or within twelve months after the closing of any acquisition that are so required to be established as a result of such acquisition) in accordance with GAAP shall be excluded, 
 (11) any expenses, charges or losses that are covered by indemnification or other reimbursement provisions in connection with any
Permitted Investment or any sale, conveyance, transfer or other disposition of assets permitted under this Indenture, to the extent actually reimbursed, or, so long as the Issuer has made a determination that a reasonable basis exists for
indemnification or reimbursement and only to the extent that such amount is in fact indemnified or reimbursed within 365 days of such determination (with a deduction in the applicable future period for any amount so added back to the extent not so
indemnified or reimbursed within such 365 days), shall be excluded, 
 (12) to the extent covered by insurance and actually
reimbursed, or, so long as the Issuer 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 in fact reimbursed within 365 days of the date
of such determination (with a deduction in the applicable future period for any amount so added back to the extent not so reimbursed within such 365 days), expenses, charges or losses with respect to liability or casualty events or business
interruption shall be excluded, 
 (13) 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 initial application of Statement on
Financial Accounting Standards Nos. 87, 106 and 112, and any other items of a similar nature, shall be excluded, and 
  

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 (14) the following items shall be excluded: 
 (a) any net unrealized gain or loss (after any offset) resulting in such period from obligations under any Hedging Obligations and the
application of Statement of Financial Accounting Standards No. 133; and 
 (b) any net unrealized gain or loss (after any
offset) resulting from currency translation gains or losses related to currency remeasurements of Indebtedness (including any net gain or loss resulting from obligations under Hedging Obligations for currency exchange risk) and any foreign currency
translation gains or losses, 
 (c) any non-cash charges, expenses and losses, including any (i) write-offs or
write-downs, (ii) equity-based awards compensation expense, (iii) losses on sales, disposals or abandonment of, or any impairment charges or asset write-down or write-off related to, intangible assets, long-lived assets and investments in
debt and equity securities and (iv) all losses from investments recorded using the equity method, reducing such Consolidated Net Income for such period (provided that if any such non-cash charges represent an accrual or reserve for
potential cash items in any future period, the cash payment in respect thereof in such future period shall reduce Consolidated Net Income to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period), and

 (d) any non-cash gains 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 Net Income in any prior period and any non-cash gains with respect to cash actually received in a prior period so long as such cash did not increase Consolidated Net Income in
such prior period. 
 “Consolidated Secured Debt Ratio” means, as of the date of determination, the ratio of (a) the
Consolidated Total Indebtedness of the Issuer and its Restricted Subsidiaries as of the end of the most recent fiscal quarter for which internal financial statements are available that is secured by Liens to (b) EBITDA of the Issuer and its
Restricted Subsidiaries for the most recently ended four fiscal quarters ending immediately prior to such date for which internal financial statements are available. 
 In the event that the Issuer or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Indebtedness (other than Indebtedness incurred or repaid under any revolving credit
facility in the ordinary course of business for working capital purposes) or issues or redeems Disqualified Stock or Preferred Stock subsequent to the end of the most recent fiscal quarter for which internal financial statements are available but
prior to or simultaneously with the event for which the calculation of the Consolidated Secured Debt Ratio is made (the “Consolidated Secured Debt Ratio Calculation Date”), then the Consolidated Secured Debt Ratio shall be
calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, as if the same had
occurred on the last day of the applicable period. 
 For purposes of making the computation referred to above, Specified Transactions made
by the Issuer or any of its Restricted Subsidiaries during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Consolidated Secured Debt Ratio Calculation Date shall be calculated on
a pro forma basis assuming that all such Specified Transactions had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was
merged, amalgamated or consolidated with or into the Issuer or any of its Restricted Subsidiaries since the beginning of such period shall 

  

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have made any Specified Transaction that would have required adjustment pursuant to this definition, then the Consolidated Secured Debt Ratio shall be
calculated giving pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable four-quarter period. 
 For purposes of this definition, whenever pro forma effect is to be given to a Specified Transaction (including the Transactions), the pro forma calculations shall be made in good faith by a responsible
financial or accounting officer of the Issuer (and may include, for the avoidance of doubt, cost savings, synergies and operating expense reductions resulting from any Specified Transaction (including the Transactions) which is being given pro
forma effect that have been or are expected to be realized). 
 “Consolidated Total Indebtedness” means, as at any date
of determination, an amount equal to the sum of (1) the aggregate amount of all outstanding Indebtedness of the Issuer and its Restricted Subsidiaries on a consolidated basis consisting of Indebtedness for borrowed money, Obligations in respect
of Capitalized Lease Obligations, debt obligations evidenced by promissory notes and similar instruments and Indebtedness under any Securitization Facilities (and excluding, for the avoidance of doubt, all undrawn letters of credit), as determined
in accordance with GAAP and (2) the aggregate amount of all outstanding Disqualified Stock of the Issuer and all Preferred Stock of its Restricted Subsidiaries on a consolidated basis, with the amount of such Disqualified Stock and Preferred
Stock equal to the greater of their respective voluntary or involuntary liquidation preferences and maximum fixed repurchase prices, in each case determined on a consolidated basis in accordance with GAAP. For purposes hereof, the “maximum
fixed repurchase price” of any Disqualified Stock or Preferred Stock that does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock or Preferred Stock as if such Disqualified Stock or
Preferred Stock were purchased on any date on which Consolidated Total Indebtedness shall be required to be determined pursuant to this Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock or
Preferred Stock, such fair market value shall be determined reasonably and in good faith by the Issuer. The U.S. dollar-equivalent principal amount of any Indebtedness denominated in a foreign currency will reflect the currency translation effects,
determined in accordance with GAAP, of Hedging Obligations for currency exchange risks with respect to the applicable currency in effect on the date of determination of the U.S. dollar-equivalent principal amount of such Indebtedness. 
 “Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other
obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation
of such Person, whether or not contingent, 
 (1) to purchase any such primary obligation or any property constituting direct
or indirect security therefor; 
 (2) to advance or supply funds 
 (a) for the purchase or payment of any such primary obligation, or 
 (b) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary
obligor; or 
 (3) to purchase property, securities or services primarily for the purpose of assuring the owner of any such
primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof. 
  

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 “Controlled Investment Affiliate” means, as to any Person, any other Person, other than
any Investor, 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 Issuer and/or other companies. 
 “Corporate Trust Office of the Trustee” shall be at the address of the
Trustee specified in Section 12.02 hereof or such other address as to which the Trustee may give notice to the Holders and the Issuer. 
 “Custodian” means the Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto. 
 “Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default. 
 “Definitive Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.06(c) hereof, substantially in the form of Exhibit A1
or Exhibit A2 hereto, as the case may be, except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto. 
 “Depositary” means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in
Section 2.03 hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as Depositary hereunder and having become such pursuant to the applicable provision of this Indenture. 
 “Designated Non-cash Consideration” means the fair market value of non-cash consideration received by the Issuer or a Restricted
Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, executed by the principal financial officer of the Issuer,
less the amount of Cash Equivalents received in connection with a subsequent sale, redemption or repurchase of, or collection or payment on, such Designated Non-cash Consideration. 
 “Designated Preferred Stock” means Preferred Stock of the Issuer or any direct or indirect parent company thereof (in each case other
than Disqualified Stock) that is issued for cash (other than to a Restricted Subsidiary or an employee stock ownership plan or trust established by the Issuer or any of its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant
to an Officer’s Certificate executed by the principal financial officer of the Issuer or the applicable parent company thereof, as the case may be, on the issuance date thereof, the cash proceeds of which are excluded from the calculation set
forth in clause (3) of Section 4.07(a) hereof. 
 “Disqualified Stock” means, with respect to any Person, any
Capital Stock of such Person which, by its terms, or by the terms of any security into which it is convertible or for which it is putable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable (other than solely as
a result of a change of control or asset sale) pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than solely as a result of a change of control or asset sale), in whole or in part, in
each case prior to the date 91 days after the earlier of the maturity date of the Notes or the date the Notes are no longer outstanding; provided that if such Capital Stock is issued to any plan for the benefit of employees of the Issuer
or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Issuer or its Subsidiaries in order to satisfy applicable statutory or
regulatory obligations. 
  

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 “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 the following: 
 (a) provision for taxes based on income or profits or capital, including, federal, state, franchise, excise and similar taxes and foreign
withholding taxes of such Person paid or accrued during such period, including any penalties and interest related to such taxes or arising from any tax examinations, to the extent the same were deducted (and not added back) in computing such
Consolidated Net Income and the net tax expense associated with any adjustments made pursuant to clauses (1) through (14) of the definition of “Consolidated Net Income”; plus 
 (b) total interest expense of such Person for such period and, to the extent not reflected in such total interest expense, any losses with
respect to obligations under any Hedging Obligations or other derivative instruments entered into for the purpose of hedging interest rate risk, net of interest income and gains with respect to such obligations, plus bank fees and costs of surety
bonds in connection with financing activities, to the extent in each case the same were deducted (and not added back) in calculating such Consolidated Net Income; plus 
 (c) Consolidated Depreciation and Amortization Expense of such Person for such period to the extent deducted (and not added back) in
computing Consolidated Net Income; plus 
 (d) the amount of any restructuring charges, accruals or reserves deducted
(and not added back) in such period in computing Consolidated Net Income; plus 
 (e) 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 to the extent deducted (and not added back) in such period in computing such Consolidated Net Income;
plus 
 (f) the amount of management, monitoring, consulting and advisory fees (including termination fees and
transaction fees) and indemnities and expenses paid or accrued in such period under the Management Fee Agreement or otherwise to the Investors and deducted (and not added back) in such period in computing such Consolidated Net Income; plus 

 (g) the amount of extraordinary, non-recurring or unusual losses (including all fees and expenses relating thereto) or
expenses, Transaction Expenses, costs incurred in connection with being a public company prior to the Closing Date, integration costs, transition costs, pre-opening, opening, consolidation and closing costs for facilities, costs incurred in
connection with any strategic initiatives, costs incurred in connection with acquisitions after the Closing Date, other business optimization expenses (including costs and expenses relating to business optimization programs and new systems design
and implementation costs), project start-up costs, restructuring costs and curtailments or modifications to pension and post-retirement employee benefit plans; plus 
 (h) amount of cost savings projected by the Issuer in good faith to be realized as a result of specified actions taken during such period
or expected to be taken (calculated on 

  

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a pro forma basis as though such cost savings had been realized on the first day of such period), net of the amount of actual benefits realized during
such period from such actions, provided that (A) such amounts are reasonably identifiable and factually supportable, (B) such actions are taken, committed to be taken or expected to be taken within 36 months after the Closing Date,
(C) no cost savings shall be added pursuant to this clause (h) to the extent duplicative of any expenses or charges that are otherwise added back in computing EBITDA with respect to such period and (D) the aggregate amount of cost
savings added pursuant to this clause (h) shall not exceed $100,000,000 for any period consisting of four consecutive quarters; plus 
 (i) any costs or expense incurred by the Issuer or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement, any stock
subscription or shareholder agreement, to the extent that such costs or expenses are funded with cash proceeds contributed to the capital of the Issuer or net cash proceeds of an issuance of Equity Interests of the Issuer (other than Disqualified
Stock); plus 
 (j) any net loss from discontinued operations; plus 
 (k) cash receipts (or any netting arrangements resulting in reduced cash expenditures) not representing EBITDA or Consolidated Net Income
in any period to the extent non-cash gains relating to such income were deducted in the calculation of EBITDA pursuant to paragraph (2) below for any previous period and not added back; 
 (2) decreased (without duplication) by the following, in each case to the extent included in determining Consolidated Net Income for such
period: 
 (a) any net income from discontinued operations; plus 
 (b) the amount of extraordinary, non-recurring or unusual gains (less all fees and expenses relating thereto); 
 (3) increased or decreased (without duplication) by, as applicable, any adjustments resulting from the application of FASB Interpretation
No. 45 (Guarantees). 
 “EMU” means economic and monetary union as contemplated in the Treaty on European Union.

 “Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock, but excluding
any debt security that is convertible into, or exchangeable for, Capital Stock. 
 “Equity Offering” means any public or
private sale of common stock or Preferred Stock of the Issuer or any of its direct or indirect parent companies (excluding Disqualified Stock), other than: 
 (1) public offerings with respect to the Issuer’s or any direct or indirect parent company’s common stock registered on Form S-4 or Form S-8; 
 (2) issuances to any Subsidiary of the Issuer; and 
 (3) any such public or private sale that constitutes an Excluded Contribution. 
  

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

“Euroclear” means Euroclear S.A./N.V., as operator of the Euroclear system. 
 “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

 “Exchange Date” means, with respect to any Notes, the date on which a Lender surrenders Loans in exchange for such Notes,
and which Notes are authenticated by the Trustee, all in accordance with the terms of the Bridge Agreement, this Indenture and the applicable Exchange Request. 
 “Exchange Notes” means the Notes issued in the Exchange Offer pursuant to Section 2.06(f) hereof. 
 “Exchange Offer” has the meaning set forth in the Registration Rights Agreement. 
 “Exchange Offer Registration Statement” has the meaning set forth in the Registration Rights Agreement. 
 “Exchange Request” means a written request delivered to the Issuer pursuant to, and in accordance with, Section 6.16(b) of Part A of Article 6 of the Bridge Agreement. 
 “Excluded Contribution” means net cash proceeds, marketable securities or Qualified Proceeds received by the Issuer from 
 (1) contributions to its common equity capital; and 
 (2) the sale (other than to a Subsidiary of the Issuer or to any management equity plan or stock option plan or any other management or
employee benefit plan or agreement of the Issuer) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of the Issuer; 
 in each
case designated as Excluded Contributions pursuant to an Officer’s Certificate executed by the principal financial officer of the Issuer on the date such capital contributions are made or the date such Equity Interests are sold, as the case may
be, which are excluded from the calculation set forth in clause (3) of Section 4.07(a) hereof. 
 “fair market
value” means, with respect to any asset or liability, the fair market value of such asset or liability as determined by the Issuer in good faith. 
 “Fixed Charge Coverage Ratio” means, with respect to any Person for any period, the ratio of EBITDA of such Person for such period to the Consolidated Fixed Charges of such Person for such period.

 In the event that the Issuer or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any
Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes) or issues or redeems Disqualified Stock or Preferred Stock subsequent to the commencement
of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to or simultaneously with the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Fixed Charge Coverage Ratio Calculation
Date”), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to 

  

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such incurrence, assumption, guarantee, redemption, repayment, 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. 
 For purposes of making the
computation referred to above, Specified Transactions made by the Issuer or any of its Restricted Subsidiaries during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Fixed Charge
Coverage Ratio Calculation Date shall be calculated on a pro forma basis assuming that all such Specified Transactions (and the change in any associated fixed charge obligations and the change in EBITDA resulting therefrom) had occurred on
the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Issuer or any of its Restricted
Subsidiaries since the beginning of such period shall have made any Specified Transaction 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 Specified Transaction had occurred at the beginning of the applicable four-quarter period. 
 For purposes
of this definition, whenever pro forma effect is to be given to a Specified Transaction (including the Transactions) and the amount of income or earnings relating thereto, the pro forma calculations shall be made in good faith by a
responsible financial or accounting officer of the Issuer (and may include, for the avoidance of doubt, cost savings, synergies and operating expense reductions resulting from such Specified Transaction (including the Transactions) which is being
given pro forma effect that have been or are expected to be realized). If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in
effect on the Fixed Charge Coverage Ratio Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed
to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Issuer to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. Interest on Indebtedness that may
optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such
optional rate chosen as the Issuer may designate. 
 “Foreign Subsidiary” means, with respect to any Person, any Restricted
Subsidiary of such Person that is not organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof and any Restricted Subsidiary of such Foreign Subsidiary. 
 “Foreign Subsidiary Total Assets” means the total assets of the Foreign Subsidiaries, as determined in accordance with GAAP in good
faith by an Officer of the Issuer, without intercompany eliminations. 
 “GAAP” means generally accepted accounting
principles in the United States of America which are in effect on the Closing Date. For purposes of this Indenture, the term “consolidated” with respect to any Person means such Person consolidated with its Restricted Subsidiaries and does
not include any Unrestricted Subsidiary. 
 “General Credit Facilities” means the term and revolving credit facilities under
the credit agreement entered into as of the Closing Date by and among the Issuer, the subsidiary guarantors party thereto, the lenders party thereto in their capacities as lenders thereunder and Citibank, N.A., as Administrative Agent, including any
notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements, refundings or refinancings thereof and any one or
more indentures or credit facilities 

  

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or commercial paper facilities (including without limitation any Qualified Securitization Facility) with banks or other institutional lenders or investors
that extend, replace, refund, refinance, renew or defease any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount that
may be borrowed thereunder or alters the maturity of the loans thereunder or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or other agent, lender or group of lenders or investors. 

“Global Note Legend” means the legend set forth in Section 2.06(g)(ii) hereof, which is required to be placed on all Global
Notes issued under this Indenture. 
 “Global Notes” means, individually and collectively, each of the Restricted Global
Notes and the Unrestricted Global Notes, substantially in the form of Exhibit A1 or Exhibit A2 hereto, issued in accordance with Section 2.01, 2.06(b), 2.06(d) or 2.06(f) hereof. 
 “Government Securities” means securities that are: 
 (1) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged; or

 (2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of
America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, 
 which, in either
case, are not callable or redeemable at the option of the issuers thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government
Securities or a specific payment of principal of or interest on any such Government Securities held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not
authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Securities or the specific payment of principal of or interest on the Government
Securities evidenced by such depository receipt. 
 “guarantee” means a guarantee (other than by endorsement of negotiable
instruments for collection in the ordinary course of business), direct or indirect, in any manner (including letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations. 

“Guarantee” means the guarantee by any Guarantor of the Issuer’s Obligations under this Indenture and the Notes. 
 “Guarantor” means each Restricted Subsidiary of the Issuer, if any, that Guarantees the Notes in accordance with the terms of this
Indenture. On the Initial Exchange Date, each Restricted Subsidiary that guarantees any Obligations under the Bridge Agreement shall be a Guarantor. 
 “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 contract, currency swap agreement or similar agreement providing for the transfer or mitigation of interest rate, currency or commodity risks either generally or
under specific contingencies. 
  

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 “Holder” means the Person in whose name a Note is registered on the Registrar’s
books. 
 “Immediate Family Member” 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. 
 “Indebtedness” means, with respect to any Person, without duplication: 
 (1) any indebtedness (including principal and premium) of such Person, whether or not contingent: 
 (a) in respect of borrowed money; 
 (b) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without duplication, reimbursement agreements in respect thereof); 
 (c) representing the balance deferred and unpaid of the purchase price of any property (including Capitalized Lease Obligations) due more
than twelve months after such property is acquired, except (i) any such balance that constitutes an obligation in respect of a commercial letter of credit, a trade payable or similar obligation to a trade creditor, in each case accrued in the
ordinary course of business and (ii) any earn-out obligations until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP and if not paid within 30 days after becoming due and payable; or 
 (d) representing the net obligations under any Hedging Obligations, 
 if and to the extent that any of the foregoing Indebtedness (other than letters of credit (other than commercial 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; provided that Indebtedness of any direct or indirect parent of the Issuer appearing upon the balance sheet of the Issuer solely by reason of push-down accounting under
GAAP shall be excluded; 
 (2) to the extent not otherwise included, any obligation by such Person to be liable for, or to
pay, as obligor, guarantor or otherwise, on the obligations of the type referred to in clause (1) of a third Person (whether or not such items would appear upon the balance sheet of the such obligor or guarantor), other than by endorsement of
negotiable instruments for collection in the ordinary course of business; 
 (3) to the extent not otherwise included, the
obligations of the type referred to in clause (1) of a third Person secured by a Lien on any asset owned by such first Person, whether or not such Indebtedness is assumed by such first Person; and 
 (4) obligations of such Person under or in respect of any Securitization Facilities; provided that the amount of such Indebtedness under
this clause (4) at any time shall be the financing amount equivalent to the outstanding principal amount thereof at such time; 
  

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 provided that notwithstanding the foregoing, Indebtedness shall be deemed not to include Contingent Obligations
incurred in the ordinary course of business. 
 “Indenture” means this Exchange Note 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 that is, in the good faith judgment of the Issuer, qualified to perform the task for which it has been engaged. 
 “Indirect Participant” means a Person who holds a beneficial interest in a Global Note through a Participant. 
 “Initial Exchange Date” means the date on which the first Notes are issued under this Indenture. 
 “Initial Notes” is defined in the recitals hereto. 
 “Initial Purchasers” means Morgan Stanley & Co. Incorporated, Citigroup Global Markets Inc. and J.P. Morgan Securities Inc. 
 “Interest Payment Date” means November 1 and May 1 of each year to stated maturity. 
 “Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent)
by S&P, or an equivalent rating by any other Rating Agency. 
 “Investments” means, with respect to any Person, all
investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, credit card and debit card receivables, trade credit, advances to
customers and distributors, commission, travel and similar advances to employees, directors, officers, managers, distributors and consultants in each case made in the ordinary course of business), purchases or other acquisitions for consideration of
Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet (excluding the footnotes) of the Issuer in the same manner as the other investments
included in this definition to the extent such transactions involve the transfer of cash or other property. For purposes of the definition of “Unrestricted Subsidiary” and Section 4.07 hereof: 
 (1) “Investments” shall include the portion (proportionate to the Issuer’s equity interest in such Subsidiary) of the fair
market value of the net assets of a Subsidiary of the Issuer at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Issuer shall be
deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to: 
 (a) the Issuer’s “Investment” in such Subsidiary at the time of such redesignation; less 
 (b)
the portion (proportionate to the Issuer’s equity interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation; and 
  

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 (2) any property transferred to or from an Unrestricted Subsidiary shall be valued at its
fair market value at the time of such transfer. 
 The amount of any Investment outstanding at any time shall be the original
cost of such Investment, reduced by the aggregate amount of any dividends, distributions, returns of capital, repayments or other returns of capital received in Cash Equivalents by the Issuer or a Restricted Subsidiary in respect of such Investment.

 “Investor” means any of Silver Lake Group, L.L.C., TPG Capital, L.P., TPG Partners V, L.P., TPG FOF V-A, L.P., TPG FOF
V-B, L.P., and any of their respective Affiliates and funds or partnerships managed or advised by any of them or their respective Affiliates but not including, however, any portfolio company of any of the foregoing. 
 “Issuer” means Avaya Inc. 
 “Issuer Order” means a written request or order signed on behalf of the Issuer by an Officer of the Issuer, who must be the principal executive officer, the principal financial officer, the treasurer or the principal
accounting officer of the Issuer, and delivered to the Trustee. 
 “Legal Holiday” means a Saturday, a Sunday or a day on
which commercial banking institutions are not required to be open in the State of New York. 
 “Lender” has the meaning set
forth in the Bridge Agreement. 
 “Letter of Transmittal” means the letter of transmittal to be prepared by the Issuer and
sent to all Holders of the Notes for use by such Holders in connection with the Exchange Offer. 
 “Lien” means, with
respect to any asset, any mortgage, lien (statutory or otherwise), pledge, hypothecation, charge, security interest, preference, priority or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected
under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing
statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided that in no event shall an operating lease be deemed to constitute a Lien. 
 “Loans” has the meaning set forth in the Bridge Agreement, which Loans may be exchanged for Notes under this Indenture in accordance
with the terms of the Bridge Agreement and this Indenture. 
 “Management Fee Agreement” means the management agreement
between certain of the management companies associated with one or more of the Investors or their advisors, if applicable, Sierra Holdings Corp. and Sierra Merger Corp. 
 “Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency business. 
 “Net Income” means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends. 

“Net Proceeds” means the aggregate cash proceeds received by the Issuer or any of its Restricted Subsidiaries in respect of any Asset
Sale, including any cash received upon the sale, other disposition 

  

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or maturity of any Cash Equivalents or Designated Non-cash Consideration received in any Asset Sale, net of the direct costs relating to such Asset Sale and
any such sale, disposition or maturity of such Cash Equivalents or Designated Non-cash Consideration, including legal, accounting and investment banking fees, payments made in order to obtain a necessary consent or required by applicable law, and
brokerage and sales commissions, any relocation expenses incurred as a result thereof, other fees and expenses, including title and recordation expenses, taxes paid or payable as a result thereof (after taking into account any available tax credits
or deductions and any tax sharing arrangements), amounts required to be applied to the repayment of principal, premium, if any, and interest on Secured Indebtedness required to be paid as a result of such transaction and any deduction of appropriate
amounts to be provided by the Issuer or any of its Restricted Subsidiaries as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by the Issuer or any of its Restricted
Subsidiaries after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction.

 “Non-U.S. Person” means a Person who is not a U.S. Person. 
 “Notes” means the Initial Notes and more particularly means any Note authenticated and delivered under this Indenture. For all purposes
of this Indenture, the term “Notes” shall also include any Additional Notes that may be issued under a supplemental indenture. 
 “Obligations” means any principal, interest (including any interest accruing on or subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation
with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), premium, penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit
and banker’s acceptances), damages and other liabilities, and guarantees of payment of such principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any
Indebtedness. 
 “Offering Memorandum” means, as of any date, the most recent offering memorandum relating to any sale of
the Initial Notes. 
 “Officer” means the Chairman of the Board, the Chief Executive Officer, the President, any Executive
Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of the Issuer. 
 “Officer’s
Certificate” means a certificate signed on behalf of the Issuer by an Officer of the Issuer, who must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Issuer, that
meets the requirements set forth in this Indenture. 
 “Opinion of Counsel” means a written opinion from legal counsel who
is acceptable to the Trustee. The counsel may be an employee of or counsel to the Issuer or the Trustee. 
 “Participant”
means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream, respectively (and, with respect to DTC, shall include Euroclear and Clearstream). 
 “Participating Broker-Dealer” has the meaning set forth in the Registration Rights Agreement. 
  

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 “Permitted Asset Swap” means the substantially concurrent purchase and sale or exchange
of Related Business Assets or a combination of Related Business Assets and Cash Equivalents between the Issuer or any of its Restricted Subsidiaries and another Person; provided that any Cash Equivalents received must be applied in accordance
with Section 4.10 hereof. 
 “Permitted Holder” means each of (i) any Investor, (ii) Sierra Co-Invest, LLC or
any successor thereto; provided that such Person in this clause (ii) is Investor-Controlled (as defined below), (iii) Mr. Louis J. D’Ambrosio and (iv) any group (within the meaning of Section 13(d)(3) or
Section 14(d)(2) of the Exchange Act or any successor provision) of which any of the foregoing are members; provided that any such group is Investor-Controlled. As used herein, any Person or group shall be “Investor-Controlled”
(A) in the case of Sierra Co-Invest, LLC or any successor thereto, if Investors shall have beneficial ownership (including through holding companies, but excluding any such beneficial ownership through portfolio or other operating companies) of
more than 50.0% of the total voting power of the aggregate Voting Stock of such Person and (B) in the case of any group, if Persons referred to in items (i), (ii) and (iii) above have beneficial ownership (including through holding
companies, but excluding any such beneficial ownership through portfolio or other operating companies) of more than 50.0% of the total voting power of the aggregate Voting Stock of the Issuer held by such group. Any Person or group whose acquisition
of beneficial ownership constitutes a Change of Control in respect of which a Change of Control Offer is made in accordance with the requirements of Section 4.14 hereof (or would require the Issuer to make a Change of Control Offer in
accordance with the requirements of Section 4.14 hereof in the absence of a waiver of such requirement by Holders) will thereafter, together with its Affiliates, constitute an additional Permitted Holder. 
 “Permitted Investment” means: 
 (1) any Investment in the Issuer or any of its Restricted Subsidiaries; 
 (2) any Investment
in Cash Equivalents; 
 (3) any Investment by the Issuer or any of its Restricted Subsidiaries in a Person that is engaged
directly or through entities that will be Restricted Subsidiaries in a Similar Business if as a result of such Investment: 
 (a) such Person becomes a Restricted Subsidiary; or 
 (b) such Person, in one transaction or a series of related
transactions, is amalgamated, merged or consolidated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Issuer or a Restricted Subsidiary, 
 and, in each case, any Investment held by such Person; provided that such Investment was not acquired by such Person in contemplation of such
acquisition, merger, consolidation or transfer; 
 (4) any Investment in securities or other assets not constituting Cash
Equivalents and received in connection with an Asset Sale made pursuant to Section 4.10(a) hereof or any other disposition of assets not constituting an Asset Sale; 
 (5) any Investment existing on the Closing Date or made pursuant to a binding commitment in effect on the Closing Date or an Investment
consisting of any extension, modification or renewal of any such Investment or binding commitment existing on the Closing Date; provided that the amount of any such Investment may be increased (a) as required by the terms of 

  

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such Investment or binding commitment as in existence on the Closing Date (including as a result of the accrual or accretion of interest or original issue
discount or the issuance of pay-in-kind securities) or (b) as otherwise permitted under this Indenture; 
 (6) any
Investment acquired by the Issuer or any of its Restricted Subsidiaries: 
 (a) in exchange for any other Investment or
accounts receivable held by the Issuer or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable (including any
trade creditor or customer); 
 (b) in satisfaction of judgments against other Persons; or 
 (c) as a result of a foreclosure by the Issuer or any of its Restricted Subsidiaries with respect to any secured Investment or other
transfer of title with respect to any secured Investment in default; 
 (7) any Hedging Obligation permitted under
Section 4.09 hereof; 
 (8) [reserved]; 
 (9) any Investment the payment for which consists of Equity Interests (exclusive of Disqualified Stock) of the Issuer or any of its direct
or indirect parent companies; provided that such Equity Interests will not increase the amount available for Restricted Payments under clause (3) of Section 4.07(a) hereof; 
 (10) any guarantee of Indebtedness (including any Guarantee) permitted under Section 4.09 hereof, performance guarantees and
Contingent Obligations in the ordinary course of business and the creation of liens on the assets of the Issuer or any Restricted Subsidiary in compliance with Section 4.12 hereof; 
 (11) any transaction to the extent it constitutes an Investment that is permitted and made in accordance with Section 4.11(b) hereof
(except transactions described in clauses (2), (5) and (9) thereof); 
 (12) any Investment consisting of a purchase
or other acquisition of inventory, supplies, material or equipment or the licensing or contribution of intellectual property pursuant to any joint marketing arrangements with other Persons; 
 (13) any additional Investment, taken together with all other Investments made pursuant to this clause (13) that are at that time
outstanding (without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of, or have not been subsequently sold or transferred for, Cash Equivalents or marketable securities), not to exceed
the greater of (a) $500,000,000 and (b) 4.0% of Total Assets; 
 (14) any Investment in a Securitization Subsidiary
that, in the good faith determination of the Issuer is necessary or advisable to effect any Qualified Securitization Facility or any repurchase or indemnification obligation in connection therewith; 
  

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 (15) any loan or advance to, or guarantee of Indebtedness of, any employee, taken
together with all other Investments made pursuant to this clause (15) that are at that time outstanding, not to exceed $15,000,000; 
 (16) any loan or advance to any employee, director, officer, manager or consultant for business-related travel expenses, moving expenses and other similar expenses, in each case incurred in the ordinary course of
business or consistent with past practices or to fund such Person’s purchase of Equity Interests of the Issuer or any direct or indirect parent company thereof; provided that the proceeds of such Equity Issuance are contributed to the
Issuer and such proceeds are not credited for future Restricted Payments under clause (3) of Section 4.07(a) hereof, except and to the extent of any repayment of the principal amount of the related loan or advance; 
 (17) any extension of trade credit in the ordinary course of business by the Issuer or any of its Restricted Subsidiaries; 
 (18) [reserved]; 
 (19) any Investments in prepaid expenses, negotiable instruments held for collection and lease, utility and workers compensation, performance and similar deposits entered into as a result of the operations of the business in the ordinary
course of business; and 
 (20) any purchase or repurchase of the Loans or the Notes. 
 “Permitted Liens” means, with respect to any Person: 
 (1) pledges, deposits or security by such Person under workmen’s compensation laws, unemployment insurance, employers’ health
tax and other social security laws or similar legislation (including in respect of deductibles, self insured retention amounts and premiums and adjustments thereto) or good faith deposits in connection with bids, tenders, contracts (other than for
the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or U.S. government bonds to secure surety or appeal bonds to which such Person is a
party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case incurred in the ordinary course of business; 
 (2) Liens imposed by law, such as carriers’, warehousemen’s, materialmen’s, repairmen’s and mechanics’ Liens, in each case for sums not yet overdue for a period of more than 30 days or
being contested in good faith by appropriate actions or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review if adequate reserves
with respect thereto are maintained on the books of such Person in accordance with GAAP; 
 (3) Liens for taxes, assessments
or other governmental charges not yet overdue for a period of more than 30 days or payable or which are being contested in good faith by appropriate actions diligently pursued, if adequate reserves with respect thereto are maintained on the
books of such Person in accordance with GAAP, or for property taxes on property that the Issuer or any Subsidiary thereof has determined to abandon if the sole recourse for such tax, assessment, charge, levy or claim is to such property; 

(4) Liens in favor of issuers of performance, surety, bid, indemnity, warranty, release, appeal or similar bonds or with respect to
other regulatory requirements or letters of credit 

  

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or bankers’ acceptances issued, and completion guarantees provided for, in each case, issued pursuant to the request of and for the account of such
Person in the ordinary course of its business or consistent with past practice prior to the Closing Date; 
 (5) minor survey
exceptions, minor encumbrances, ground leases, easements or reservations of, or rights of others for, licenses, rights-of-way, servitudes, sewers, electric lines, drains, telegraph and telephone and cable television lines, gas and oil pipelines and
other similar purposes, or zoning, building codes or other restrictions (including minor defects and irregularities in title and similar encumbrances) as to the use of real properties or Liens incidental to the conduct of the business of such Person
or to the ownership of its properties which were not incurred in connection with Indebtedness and which do not in the aggregate materially impair their use in the operation of the business of such Person; 
 (6) Liens securing Obligations relating to any Indebtedness permitted to be incurred pursuant to clause (4), (12)(b), (13),
(23) or (24) of Section 4.09(b) hereof; provided that (a) Liens securing Obligations relating to any Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred pursuant to clause (13) of
Section 4.09(b) hereof relate only to Obligations relating to Refinancing Indebtedness that serves to extend, replace, refund, refinance, renew or defease Indebtedness incurred or Disqualified Stock or Preferred Stock issued under clause (3),
(4) or (12)(a) of Section 4.09(b) hereof, (b) Liens securing Obligations relating to any Indebtedness permitted to be incurred pursuant to clause (23) of Section 4.09(b) hereof extend only to the assets of Foreign
Subsidiaries, and (c) Liens securing Obligations relating to any Indebtedness permitted to be incurred pursuant to clause (24) of Section 4.09(b) hereof are solely on acquired property or the assets of the acquired entity, as the case
may be; 
 (7) Liens existing on the Closing Date; 
 (8) Liens existing on property or shares of stock or other assets of a Person at the time such Person becomes a Subsidiary;
provided that such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided further that such Liens may not extend to any other property or other assets
owned by the Issuer or any of its Restricted Subsidiaries; 
 (9) Liens existing on property or other assets at the time the
Issuer or a Restricted Subsidiary acquired the property or such other assets, including any acquisition by means of an amalgamation, merger or consolidation with or into the Issuer or any of its Restricted Subsidiaries; provided that such
Liens are not created or incurred in connection with, or in contemplation of, such acquisition, amalgamation, merger or consolidation; provided further that the Liens may not extend to any other property owned by the Issuer or any of
its Restricted Subsidiaries; 
 (10) Liens securing Obligations relating to any Indebtedness or other obligations of a
Restricted Subsidiary owing to the Issuer or another Restricted Subsidiary permitted to be incurred in accordance with Section 4.09 hereof; 
 (11) Liens securing Hedging Obligations permitted to be incurred under clause (10) of Section 4.09(b) hereof; 
 (12) Liens arising in the ordinary course to secure accounts payable or similar trade obligations not constituting Indebtedness on specific items of inventory or other goods and proceeds of any Person securing such
Person’s accounts payable or similar trade obligations arising in the ordinary course, or under bankers’ acceptances or trade letters of credit issued or created for the account of such Person to support such accounts payable or similar
trade obligations, in any case to facilitate the purchase, shipment or storage of such inventory or other goods; 
  

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 (13) leases, subleases, licenses or sublicenses granted to others in the ordinary course
of business which do not materially interfere with the ordinary conduct of the business of the Issuer or any of its Restricted Subsidiaries and do not secure any Indebtedness; 
 (14) Liens arising from Uniform Commercial Code (or equivalent statutes) financing statement filings regarding operating leases,
consignments or accounts entered into by the Issuer and its Restricted Subsidiaries in the ordinary course of business; 
 (15) Liens in favor of the Issuer or any Guarantor; 
 (16) Liens on equipment of the Issuer or any of its Restricted
Subsidiaries granted in the ordinary course of business to the Issuer’s clients and not securing Indebtedness; 
 (17)
[reserved]; 
 (18) Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancing,
refunding, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (6), (7), (8) and (9); provided that (a) such new Lien shall be limited to all or
part of the same property that secured the original Lien (plus improvements on such property), and (b) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (i) the outstanding principal
amount or, if greater, committed amount of the Indebtedness described under clauses (6), (7), (8) and (9) at the time the original Lien became a Permitted Lien under this Indenture, and (ii) an amount necessary to pay any fees and
expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement; 
 (19) deposits made
or other security provided in the ordinary course of business to secure liability to insurance carriers; 
 (20) other Liens
securing obligations in an aggregate amount at any one time outstanding not to exceed $100,000,000; 
 (21) Liens securing
judgments for the payment of money not constituting an Event of Default under clause (5) of Section 6.01(a) hereof so long as such Liens are adequately bonded and any appropriate legal proceedings that may have been duly initiated for the
review of such judgment have not been finally terminated or the period within which such proceedings may be initiated has not expired; 
 (22) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business; 
 (23) Liens (a) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of
collection, (b) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business, and (c) in favor of banking institutions arising as a matter of law encumbering deposits (including
the right of set-off) and which are within the general parameters customary in the banking industry; 
  

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 (24) Liens deemed to exist in connection with Investments in repurchase agreements
permitted under this Indenture; provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement; 
 (25) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts
or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; 
 (26) Liens that
are contractual rights of set-off (a) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (b) relating to pooled deposit or sweep accounts of the Issuer or any of its
Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Issuer and its Restricted Subsidiaries or (c) relating to purchase orders and other agreements entered into
with customers of the Issuer or any of its Restricted Subsidiaries in the ordinary course of business; 
 (27) Liens securing
obligations owed by the Issuer or any Restricted Subsidiary to any lender under any Senior Credit Facility or any Affiliate of such a lender in respect of any overdraft and related liabilities arising from treasury, depository and cash management
services or any automated clearing house transfers of funds; 
 (28) the rights reserved or vested in any Person by the terms
of any lease, license, franchise, grant or permit held by the Issuer or any Restricted Subsidiary thereof 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; 
 (29) 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; 
 (30) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale or purchase of goods entered into by the Issuer or any Restricted Subsidiary in the ordinary course of business; 
 (31) Liens solely on any cash earnest money deposits made by the Issuer or any of its Restricted Subsidiaries in connection with any
letter of intent or purchase agreement permitted; 
 (32) ground leases in respect of real property on which facilities owned
or leased by the Issuer or any of its Subsidiaries are located; 
 (33) Liens on insurance policies and the proceeds thereof
securing the financing of the premiums with respect thereto; 
 (34) Liens on Capital Stock of an Unrestricted Subsidiary that
secure Indebtedness or other obligations of such Unrestricted Subsidiary; and 
 (35) security given to a public utility or
any municipality or governmental authority when required by such utility or authority in connection with the operations of that Person in the ordinary course of business. 
  


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 For purposes of this definition, the term “Indebtedness” shall be deemed to include interest on
such Indebtedness. 
 “Person” means any individual, corporation, limited liability company, partnership, joint venture,
association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity. 
 “PIK Toggle Notes” is defined in the recitals hereto. 
 “Preferred Stock”
means any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution, or winding up. 
 “Private Placement Legend” means the legend set forth in Section 2.06(g)(i) hereof to be placed on all Notes issued under this Indenture, except where otherwise permitted by the provisions of this Indenture.

 “QIB” means a “qualified institutional buyer” as defined in Rule 144A. 
 “Qualified Proceeds” means the fair market value of assets that are used or useful in, or Capital Stock of any Person engaged in, a
Similar Business. 
 “Qualified Securitization Facility” means any Securitization Facility that meets the following
conditions: (a) the board of directors of the Issuer shall have determined in good faith that such Securitization Facility (including financing terms, covenants, termination events and other provisions) is in the aggregate economically fair and
reasonable to the Issuer and the applicable Securitization Subsidiary, (b) all sales and/or contributions of Securitization Assets and related assets to the applicable Securitization Subsidiary are made at fair market value and (c) the
financing terms, covenants, termination events and other provisions thereof shall be market terms (as determined in good faith by the Issuer). 
 “Rating Agencies” means Moody’s and S&P or if Moody’s or S&P shall no longer be in existence, another nationally recognized statistical rating agency or agencies, as the case may be, selected by the Issuer
which shall be substituted for Moody’s or S&P, as applicable. 
 “Receivable” means a right to receive payment
pursuant to an arrangement with another Person pursuant to which such other Person is obligated to pay, as determined in accordance with GAAP. 
 “Record Date” for the interest or Additional Interest, if any, payable on any applicable Interest Payment Date means the October 15 or April 15 (whether or not a Business Day) next preceding such Interest Payment
Date. 
 “Registration Rights Agreement” means the Exchange and Registration Rights Agreement with respect to the Notes,
dated as of the Initial Exchange Date, among the Issuer, the Guarantors and Morgan Stanley Senior Funding, Inc. 
 “Regulation
S” means Regulation S promulgated under the Securities Act. 
 “Regulation S Global Note” means a Regulation S
Temporary Global Note or Regulation S Permanent Global Note, as applicable. 
 “Regulation S Permanent Global Note”
means a permanent Global Note in the form of Exhibit A1 or Exhibit A2 bearing the Global Note Legend and the Private Placement Legend and deposited 

  

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with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the
Regulation S Temporary Global Note upon expiration of the Restricted Period. 
 “Regulation S Temporary Global Note” means a
temporary Global Note in the form of Exhibit A1 or Exhibit A2 bearing the Global Note Legend, the Private Placement Legend and the Regulation S Temporary Global Note Legend and deposited with or on behalf of and registered in the
name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes initially sold in reliance on Rule 903. 
 “Regulation S Temporary Global Note Legend” means the legend set forth in Section 2.06(g)(iii) hereof. 
 “Related Business Assets” means assets (other than Cash Equivalents) used or useful in a Similar Business, provided that any assets received by the Issuer or a Restricted Subsidiary in exchange
for assets transferred by the Issuer or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted
Subsidiary. 
 “Responsible Officer” means, when used with respect to the Trustee, any officer within the corporate trust
department of the Trustee, including any vice president, assistant vice president, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the Persons who at the time
shall be such officers, respectively, or to whom any corporate trust matter is referred because of such Person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this
Indenture. 
 “Restricted Definitive Note” means a Definitive Note bearing the Private Placement Legend. 
 “Restricted Global Note” means a Global Note bearing the Private Placement Legend. 
 “Restricted Investment” means an Investment other than a Permitted Investment. 
 “Restricted Period” means the 40-day distribution compliance period as defined in Regulation S. 
 “Restricted Subsidiary” means, at any time, any direct or indirect Subsidiary of the Issuer (including any Foreign Subsidiary) that is
not then an Unrestricted Subsidiary; provided that upon an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of “Restricted Subsidiary.” 
 “Rule 144” means Rule 144 promulgated under the Securities Act. 
 “Rule 144A” means Rule 144A promulgated under the Securities Act. 
 “Rule 903” means Rule 903 promulgated under the Securities Act. 
 “Rule 904” means Rule 904 promulgated under the Securities Act. 
 “S&P” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and any successor to its rating
agency business. 
  

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 “Sale and Lease-Back Transaction” means any arrangement providing for the leasing by the
Issuer or any of its Restricted Subsidiaries of any real or tangible personal property, which property has been or is to be sold or transferred by the Issuer or such Restricted Subsidiary to a third Person in contemplation of such leasing.

 “SEC” means the U.S. Securities and Exchange Commission. 
 “Secured Indebtedness” means any Indebtedness of the Issuer or any of its Restricted Subsidiaries secured by a Lien. 
 “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

 “Securitization Assets” means the accounts receivable, royalty or other revenue streams and other rights to payment, and
any other assets related thereto, subject to a Qualified Securitization Facility and the proceeds thereof. 
 “Securitization
Facility” means any of one or more receivables or securitization 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 Issuer or any of its Restricted Subsidiaries (other than a Securitization Subsidiary) pursuant to which the Issuer or any of its
Restricted Subsidiaries sells or grants a security interest in its Securitization Assets or assets related thereto to either (a) a Person that is not a Restricted Subsidiary or (b) a Securitization Subsidiary that in turn sells its
Securitization Assets to a Person that is not a Restricted Subsidiary. 
 “Securitization Fees” means distributions or
payments made directly or by means of discounts with respect to any participation interest issued or sold in connection with, and other fees paid to a Person that is not a Securitization Subsidiary in connection with, any Qualified Securitization
Financing. 
 “Securitization Subsidiary” means any Subsidiary formed for the purpose of, and that solely engages only in
one or more Qualified Securitization Facilities and other activities reasonably related thereto. 
 “Senior Cash-Pay Loans”
has the meaning set forth in the Bridge Agreement. 
 “Senior Credit Facility” means any of the ABL Credit Facility and the
General Credit Facilities. 
 “Senior PIK Toggle Loans” has the meaning set forth in the Bridge Agreement. 
 “Shelf Registration Statement” means the Shelf Registration Statement as defined in the Registration Rights Agreement. 
 “Significant Subsidiary” means any Restricted Subsidiary that would be a “significant subsidiary” as defined in
Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the Closing Date. 
 “Similar Business” means (1) any business conducted or proposed to be conducted by the Issuer or any of its Restricted Subsidiaries on the Closing Date, and (2) any business or other
activities that are complementary or directly related or similar thereto, and any reasonable extension, development or expansion thereof, or incidental or ancillary thereto. 
  

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 “Specified Transaction” means (x) any Investment that results in a Person becoming
a Restricted Subsidiary, (y) any purchase or other acquisition of a business of any Person or of assets constituting a business unit, line of business or division of such Person or (z) any Asset Sale (i) that results in a Restricted
Subsidiary ceasing to be a Subsidiary of the Issuer or (ii) of a business, business unit, line of business or division of the Issuer or a Restricted Subsidiary, in each case whether by merger, consolidation, amalgamation or otherwise.

 “Subordinated Indebtedness” means, with respect to the Notes, 
 (1) any Indebtedness of the Issuer which is by its terms subordinated in right of payment to the Notes, and 
 (2) any Indebtedness of any Guarantor which is by its terms subordinated in right of payment to the Guarantee of such entity of the Notes.

 “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 is consolidated under GAAP with such Person at such time; and 
 (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 or
otherwise, and 
 (b) such Person or any Subsidiary of such Person is a controlling general partner or otherwise controls such
entity. 
 “Total Assets” means the total assets of the Issuer and its Restricted Subsidiaries, determined on a consolidated
basis, as shown on the most recent balance sheet of the Issuer or such other Person as may be expressly stated. 
 “Transaction
Agreement” means the Agreement and Plan of Merger, dated as of June 4, 2007 by and among Sierra Holdings Corp., Sierra Merger Corp. and the Issuer, as the same may be amended prior to the Closing Date. 
 “Transaction Expenses” means any fees or expenses incurred or paid by the Issuer or any Restricted Subsidiary in connection with the
Transactions, including payments to officers, employees and directors as change of control payments, severance payments, special or retention bonuses and charges for repurchase or rollover of, or modifications to, stock options. 
  

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 “Transactions” means the transactions contemplated by the Transaction Agreement, the
issuance of the Initial Notes and borrowings under the Bridge Agreement and the Senior Credit Facilities as in effect on the Closing Date. 
 “Treasury Rate” means, as of any Redemption Date, the yield to maturity as of such Redemption Date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve
Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to the Redemption Date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most
nearly equal to the period from the Redemption Date to November 1, 2011; provided that if the period from the Redemption Date to such 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 will be used. 
 “Trust Indenture Act” means the Trust Indenture Act
of 1939, as amended (15 U.S.C. §§ 77aaa-77bbbb). 
 “Trustee” means The Bank of New York Mellon as trustee, until
a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder. 
 “Unrestricted Definitive Note” means one or more Definitive Notes that do not bear and are not required to bear the Private Placement Legend. 
 “Unrestricted Global Note” means a permanent Global Note, substantially in the form of Exhibit A1 or Exhibit A2, that bears the Global Note Legend and that has the “Schedule of
Exchanges of Interests in the Global Note” attached thereto, and that is deposited with or on behalf of and registered in the name of the Depositary, representing Notes that do not bear the Private Placement Legend. 
 “Unrestricted Subsidiary” means: 
 (1) any Subsidiary of the Issuer which at the time of determination is an Unrestricted Subsidiary (as designated by the Issuer, as provided below); and 
 (2) any Subsidiary of an Unrestricted Subsidiary. 
 As of the Initial Exchange Date, each of Avaya GlobalConnect Ltd. and Avaya GlobalConnect Australia Pty. Ltd. shall be an Unrestricted Subsidiary. The Issuer may designate any other Subsidiary of the Issuer (including
any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property
of, the Issuer or any Subsidiary of the Issuer (other than solely any Subsidiary of the Subsidiary to be so designated); provided that 
 (1) any Unrestricted Subsidiary must be an entity of which the Equity Interests entitled to cast at least a majority of the votes that may be cast by all Equity Interests having ordinary voting power for the election
of directors or Persons performing a similar function are owned, directly or indirectly, by the Issuer; 
 (2) such
designation complies with Section 4.07 hereof; and 
  

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 (3) each of: 
 (a) the Subsidiary to be so designated; and 
 (b) its Subsidiaries 
 has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee
or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any Restricted Subsidiary. 
 The Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that immediately after giving effect to such
designation, no Default shall have occurred and be continuing and either: 
 (1) the Issuer could incur at least $1.00 of
additional Indebtedness pursuant to the Fixed Charge Coverage Test; or 
 (2) the Fixed Charge Coverage Ratio for the Issuer
and its Restricted Subsidiaries would be equal to or greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation, 
 in each case on a pro forma basis taking into account such designation. 
 Any such designation by the Issuer shall be notified by the Issuer to the Trustee by promptly filing with the Trustee a copy of the resolution of the
board of directors of the Issuer or any committee thereof giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing provisions. 
 “U.S. Person” means a U.S. person as defined in Rule 902(k) under the Securities Act. 
 “Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election
of the board of directors of such Person. 
 “Weighted Average Life to Maturity” means, when applied to any Indebtedness,
Disqualified Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing: 
 (1) the sum of
the products of the number of years from the date of determination to the date of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock or Preferred Stock multiplied
by the amount of such payment; by 
 (2) the sum of all such payments. 
 “Wholly-Owned Subsidiary” of any Person means a Subsidiary of such Person, 100.0% of the outstanding Equity Interests of which (other
than directors’ qualifying shares and shares issued to foreign nationals as required under applicable law) shall at the time be owned by such Person or by one or more Wholly-Owned Subsidiaries of such Person or by such Person and one or more
Wholly-Owned Subsidiaries of such Person. 
  

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 Section 1.02 Other Definitions. 
  

			
	 Term
	  	Defined in
Section
	 “Acceptable Commitment”
	  	4.10(b)
	 “Affiliate Transaction”
	  	4.11(a)
	 “Asset Sale Offer”
	  	4.10(c)
	 “Authentication Order”
	  	2.02
	 “Change of Control Offer”
	  	4.14(a)
	 “Change of Control Payment”
	  	4.14(a)
	 “Change of Control Payment Date”
	  	4.14(a)
	 “Covenant Defeasance”
	  	8.03
	 “Covenant Suspension Event”
	  	4.16(a)
	 “Defeased Covenant(s)”
	  	8.03
	 “DTC”
	  	2.03
	 “Event of Default”
	  	6.01(a)
	 “Excess Proceeds”
	  	4.10(c)
	 “Fixed Charge Coverage Test”
	  	4.07(a)
	 “incur” or “incurrence”
	  	4.09(a)
	 “Legal Defeasance”
	  	8.02
	 “Note Register”
	  	2.03
	 “Offer Amount”
	  	3.09(b)
	 “Offer Period”
	  	3.09(b)
	 “Optional Interest Repayment”
	  	3.07(d)
	 “Optional Interest Repayment Amount”
	  	3.07(d)
	 “Optional Interest Repayment Date”
	  	3.07(d)
	 “Pari Passu Indebtedness”
	  	4.10(c)
	 “Paying Agent”
	  	2.03
	 “PIK Interest”
	  	4.01
	 “PIK Notes”
	  	2.01(d)
	 “PIK Payment”
	  	2.01(d)
	 “Purchase Date”
	  	3.09(b)
	 “Redemption Date”
	  	3.07(a)
	 “Refinancing Indebtedness”
	  	4.09(b)
	 “Refunding Capital Stock”
	  	4.07(b)
	 “Registrar”
	  	2.03
	 “Restricted Payments”
	  	4.07(a)
	 “Reversion Date”
	  	4.16(b)
	 “Second Commitment”
	  	4.10(b)
	 “Special Redemption”
	  	3.08(a)
	 “Special Redemption Amount”
	  	3.08(a)
	 “Special Redemption Date”
	  	3.08(a)
	 “Successor Company”
	  	5.01(a)
	 “Successor Person”
	  	5.01(c)
	 “Suspended Covenants”
	  	4.16(a)
	 “Suspension Date”
	  	4.16(a)
	 “Suspension Period”
	  	4.16(b)
	 “Transfer Agent”
	  	2.03
	 “Treasury Capital Stock”
	  	4.07(b)

  

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 Section 1.03 Incorporation by Reference of Trust Indenture Act. 
 At all times after the effectiveness of a registration statement under the Registration Rights Agreement, this Indenture will be subject to the mandatory
provisions of the Trust Indenture Act, which are incorporated by reference in and made a part of this Indenture effective upon the effectiveness of any such registration statement. Whenever this Indenture refers to a provision of the Trust Indenture
Act, the provision is incorporated by reference in and made a part of this Indenture. 
 The following Trust Indenture Act terms used in this
Indenture have the following meanings: 
 “indenture securities” means the Notes; 
 “indenture security Holder” means a Holder of a Note; 
 “indenture to be qualified” means this Indenture; 
 “indenture trustee” or “institutional trustee” means the Trustee; and 
 “obligor” on the Notes and the Guarantees means the Issuer and the Guarantors, respectively, and any successor obligor upon the
Notes and the Guarantees, respectively. 
 All other terms used in this Indenture that are defined by the Trust Indenture Act, defined by
Trust Indenture Act reference to another statute or defined by SEC rule under the Trust Indenture Act have the meanings so assigned to them. 
 Section 1.04 Rules of Construction. 
 Unless the context otherwise requires: 
 (a) a term has the meaning assigned to it; 
 (b) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP; 
 (c) “or” is not exclusive; 
 (d) words in the singular include the plural, and in the plural include the
singular; 
 (e) “will” shall be interpreted to express a command; 
 (f) provisions apply to successive events and transactions; 
 (g) references to sections of, or rules under, the Securities Act or the Exchange Act shall be deemed to include substitute, replacement
or successor sections or rules adopted by the SEC from time to time; 
 (h) unless the context otherwise requires, any
reference to an “Article,” “Section” or “clause” refers to an Article, Section or clause, as the case may be, of this Indenture; 
 (i) words used herein implying any gender shall apply to both genders; 
  

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 (j) the words “including,” “includes” and similar words shall be deemed to be
followed by “without limitation”; 
 (k) 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; 
 (l) the principal amount of any Preferred Stock at any time shall be (i) the maximum liquidation value of such Preferred Stock at such time or (ii) the maximum mandatory redemption or mandatory repurchase price with respect to
such Preferred Stock at such time, whichever is greater; and 
 (m) the words “herein,” “hereof” and
“hereunder” and other words of similar import refer to this Indenture as a whole and not any particular Article, Section, clause or other subdivision. 
 Section 1.05 Acts of Holders. 
 (a) Any request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing. Except as herein
otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer. Proof of execution of any such instrument or of a writing
appointing any such agent, or the holding by any Person of a Note, shall be sufficient for any purpose of this Indenture and (subject to Section 7.01 hereof) conclusive in favor of the Trustee and the Issuer, if made in the manner provided in
this Section 1.05. 
 (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the
affidavit of a witness of such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the
execution thereof. Where such execution is by or on behalf of any legal entity other than an individual, such certificate or affidavit shall also constitute proof of the authority of the Person executing the same. The fact and date of the execution
of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner that the Trustee deems sufficient. 
 (c) The ownership of Notes shall be proved by the Note Register. 
 (d) Any request, demand, authorization,
direction, notice, consent, waiver or other action by the Holder of any Note shall bind every future Holder of the same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in
respect of any action taken, suffered or omitted by the Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such Note. 
 (e) The Issuer may, in the circumstances permitted by the Trust Indenture Act, set a record date for purposes of determining the identity of Holders entitled to give any request, demand, authorization, direction,
notice, consent, waiver or take any other act, or to vote or consent to any action by vote or consent authorized or permitted to be given or taken by Holders. Unless otherwise specified, if not set by the Issuer prior to the first solicitation of a
Holder made by any Person in respect of any such action, or in the case of any such vote, prior to such vote, any such record date shall be the later of 30 days prior to the first solicitation of such consent or the date of the most recent list of
Holders furnished to the Trustee prior to such solicitation. 
  

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 (f) Without limiting the foregoing, a Holder entitled to take any action hereunder with regard to any
particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents, each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any
notice given or action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this Section 1.05(f) shall have the same effect as if given or taken by separate Holders of each such different part.

 (g) Without limiting the generality of the foregoing, a Holder, including DTC, that is the Holder of a Global Note, may make, give or
take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders, and any Person that is the Holder of a
Global Note, including DTC, may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such depositary’s standing instructions and customary practices. 
 (h) The Issuer may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by DTC
entitled under the procedures of such depositary to make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made,
given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such request, demand, authorization, direction,
notice, consent, waiver or other action, whether or not such Holders remain Holders after such record date. No such request, demand, authorization, direction, notice, consent, waiver or other action shall be valid or effective if made, given or
taken more than 90 days after such record date. 
 ARTICLE 2 
 THE NOTES 
 Section 2.01 Form and Dating; Terms. 
 (a) General. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A1 (in the case of
the Cash Pay Notes) or Exhibit A2 (in the case of the PIK Toggle Notes) hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rules or usage. Each Note shall be dated the date of its authentication. The
Notes shall be in denominations of $1,000 and integral multiples of $1,000 in excess of $1,000, except that PIK Notes in respect of Definitive Notes may be issued in $1.00 increments. 
 (b) Global Notes. Notes issued in global form shall be substantially in the form of Exhibit A1 or Exhibit A2 attached hereto
(including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A1 or Exhibit A2
attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified in
the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon (and, with respect to the PIK
Toggle Notes, giving effect to any PIK Interest made thereon by increasing the aggregate principal amount of such Global Note) and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or
increased, as applicable, to reflect exchanges and redemptions and, with respect to the PIK Toggle Notes, payment of PIK Interest made thereon by increasing the aggregate principal amount of such Global Note. Any endorsement of a Global Note to
reflect the 

  

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amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian,
at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. 
 (c)
Temporary Global Notes. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby
with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Issuer and
authenticated by the Trustee as hereinafter provided. The Restricted Period shall be terminated upon the receipt by the Trustee of: 
 (i) a written certificate from the Depositary, together with copies of certificates from Euroclear and Clearstream certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal
amount of each Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who
shall take delivery of a beneficial ownership interest in a 144A Global Note bearing a Private Placement Legend, all as contemplated by Section 2.06(b) hereof); and 
 (ii) an Officer’s Certificate from the Issuer. 
 Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to
the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note
and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as
hereinafter provided. 
 (d) PIK Notes. In connection with the payment of PIK Interest in respect of the PIK Toggle Notes, the Issuer
is entitled to, without the consent of the Holders and without regard to Section 4.09 hereof, increase the outstanding principal amount of the PIK Toggle Notes or issue additional PIK Toggle Notes (the “PIK Notes”) under this
Indenture on the same terms and conditions as the PIK Toggle Notes issued on the applicable Exchange Date (in each case, a “PIK Payment”). The Notes, including any PIK Notes, and any Additional Notes subsequently issued under this
Indenture shall be treated as a single class for all purposes under this Indenture, including waivers, amendments, redemptions and offers to purchase, except as provided in Article 9 hereof. Unless the context requires otherwise, references to
“Notes” for all purposes of this Indenture shall include any Additional Notes and PIK Notes that are actually issued and any increase in the principal amount of the outstanding PIK Toggle Notes (including PIK Notes) as a result of a PIK
Payment, and references to “principal amount” of the Notes or the PIK Toggle Notes include any increase in the principal amount of the outstanding PIK Toggle Notes (including PIK Notes) as a result of a PIK Payment. 
 (e) Terms. The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited. 
 The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuer, the Guarantors
and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the
provisions of this Indenture shall govern and be controlling. 
  

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 The Notes shall be subject to repurchase by the Issuer pursuant to an Asset Sale Offer as provided in
Section 4.10 hereof or a Change of Control Offer as provided in Section 4.14 hereof. The Notes shall not be redeemable, other than as provided in Article 3. 
 Additional Notes ranking pari passu with the Initial Notes may be created and issued from time to time by the Issuer without notice to or consent of the Holders and shall be consolidated with and form a single
class with the Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes; provided that the Issuer’s ability to issue Additional Notes shall be subject to the Issuer’s compliance with
Section 4.09 hereof. Any Additional Notes shall be issued with the benefit of an indenture supplemental to this Indenture. 
 (f)
Euroclear and Clearstream Procedures Applicable. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of
Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes that are held by Participants
through Euroclear or Clearstream. 
 Section 2.02 Execution and Authentication. 
 At least one Officer shall execute the Notes on behalf of the Issuer by manual or facsimile signature. 
 If an Officer whose signature is on a Note no longer holds that office at the time such Note is authenticated, such Note shall nevertheless be valid.

 A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated
substantially in the form of Exhibit A1 or Exhibit A2 attached hereto by the manual or facsimile signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this
Indenture. 
 On the Initial Exchange Date and each Exchange Date from time to time thereafter, the Trustee shall, upon receipt of an Issuer
Order (an “Authentication Order”), based on the direction of a Lender as set forth in an Exchange Request, authenticate and deliver the Initial Notes specified in such Authentication Order. In addition, at any time, from time to
time, the Trustee shall upon receipt of an Authentication Order authenticate and deliver any Additional Notes, PIK Notes and Exchange Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes, PIK Notes
or Exchange Notes issued hereunder. 
 The Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Notes. An
authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with
Holders or an Affiliate of the Issuer. 
 Section 2.03 Registrar and Paying Agent. 
 The Issuer shall maintain an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for registration
(“Registrar”), an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for transfer or exchange (“Transfer Agent”) 

  

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and an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for payment (“Paying Agent”). The
Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchange. The Issuer may appoint one or more co-registrars, one or more co-transfer agents and one or more additional paying agents. The term
“Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agent. The Issuer may change any Paying Agent, Transfer Agent or
Registrar without prior notice to any Holder. So long as any series of Notes is listed on an exchange and the rules of such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer
agents and shall comply with any notice requirements required by such exchange in connection with any change of paying agent, registrar or transfer agent. The Issuer shall notify the Trustee in writing of the name and address of any Agent not a
party to this Indenture. If the Issuer fails to appoint or maintain another entity as Registrar, Transfer Agent or Paying Agent, the Trustee shall act as such. The Issuer or any of its Subsidiaries may act as Paying Agent, Transfer Agent or
Registrar. 
 The Issuer initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the
Global Notes. 
 The Issuer initially appoints the Trustee to act as the Paying Agent, Transfer Agent and Registrar for the Notes and to act
as Custodian with respect to the Global Notes. 
 Section 2.04 Paying Agent To Hold Money in Trust. 
 The Issuer shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders
or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or Additional Interest, if any, or interest on the Notes, and shall notify the Trustee of any default by the Issuer in making any such payment. While
any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying
Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the money. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by
it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Issuer, the Trustee shall serve as Paying Agent for the Notes. 
 Section 2.05 Holder Lists. 
 The Trustee shall preserve in as current a form as is reasonably practicable the most
recent list available to it of the names and addresses of all Holders and shall otherwise comply with Trust Indenture Act Section 312(a). If the Trustee is not the Registrar, the Issuer shall furnish to the Trustee at least two Business Days
before each Interest Payment Date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders of Notes and the Issuer shall
otherwise comply with Trust Indenture Act Section 312(a). 
 Section 2.06 Transfer and Exchange. 
 (a) Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and
not in part, only to another nominee of the Depositary or to a successor Depositary or a nominee of such successor Depositary. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless (i) the Depositary
(x) notifies the Issuer that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a 

  

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clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer within 120 days or
(ii) there shall have occurred and be continuing a Default with respect to the Notes. Upon the occurrence of any of the events in clause (i) or (ii) above, Definitive Notes delivered in exchange for any Global Note or beneficial
interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in
part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be
authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the events in clause (i) or (ii) above and pursuant to Section 2.06(c) hereof. A Global Note may not be
exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

 (b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the
Global Notes shall be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the Restricted Global Notes shall be subject to restrictions on transfer comparable to
those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also shall require compliance with either subparagraph (i) or (ii) below, as applicable, as well as one or more of
the other following subparagraphs, as applicable: 
 (i) Transfer of Beneficial Interests in the Same Global Note.
Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private
Placement Legend; provided, however, that prior to the expiration of the Restricted Period, transfers of beneficial interests in the Regulation S Temporary Global Note may not be made to a U.S. Person or for the account or benefit of a
U.S. Person (other than an Initial Purchaser). Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or
instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.06(b)(i). 
 (ii) All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(i) hereof, the transferor of such
beneficial interest must deliver to the Registrar either (A) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to
be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the Applicable Procedures containing information regarding the
Participant account to be credited with such increase or (B) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be
issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note
shall be registered to effect the transfer or exchange referred to in (1) above; provided that in no event shall Definitive Notes be issued upon the transfer or exchange of beneficial interests in the Regulation S Temporary Global Note
prior to (x) the expiration of the Restricted Period and (y) the receipt by the Registrar of any certificates required pursuant to Rule 903. Upon consummation of an Exchange Offer by the Issuer in accordance with 

  

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Section 2.06(f) hereof, the requirements of this Section 2.06(b)(ii) shall be deemed to have been satisfied upon receipt by the Registrar of the
instructions contained in the Letter of Transmittal delivered by the Holder of such beneficial interests in the Restricted Global Notes. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes
contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(h) hereof. 
 (iii) Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted Global Note may
be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.06(b)(ii) hereof and the Registrar receives the following:

 (A) if the transferee will take delivery in the form of a beneficial interest in the 144A Global Note, a certificate in the
form of Exhibit B hereto, including the certifications in item (1) thereof; or 
 (B) if the transferee will
take delivery in the form of a beneficial interest in the Regulation S Global Note, a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof. 
 (iv) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global
Note. A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest
in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.06(b)(ii) hereof and: 
 (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the
case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Participating Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as
defined in Rule 144) of the Issuer; 
 (B) such transfer is effected pursuant to the Shelf Registration Statement in
accordance with the Registration Rights Agreement; 
 (C) such transfer is effected by a Participating Broker-Dealer pursuant
to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or 
 (D) the Registrar
receives the following: 
 (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange
such beneficial interest for a beneficial interest in an Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or 
 (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who
shall take delivery 

  

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thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit B hereto,
including the certifications in item (4) thereof; 
 and, in each such case set forth in this subparagraph (D), if the Registrar so
requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer
contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. 
 If any such transfer is effected pursuant to subparagraph (B) or (D) above at a time when an Unrestricted Global Note has not yet been issued, the Issuer shall issue and, upon receipt of an Authentication Order in accordance with
Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to subparagraph (B) or
(D) above. 
 Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who
take delivery thereof in the form of, a beneficial interest in a Restricted Global Note. 
 (c) Transfer or Exchange of
Beneficial Interests for Definitive Notes. 
 (i) Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes.
If any holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a
Restricted Definitive Note, then, upon the occurrence of any of the events in clause (i) or (ii) of Section 2.06(a) hereof and receipt by the Registrar of the following documentation: 
 (A) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted
Definitive Note, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof; 
 (B) if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate substantially in the form of
Exhibit B hereto, including the certifications in item (1) thereof; 
 (C) if such beneficial interest is
being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (2) thereof; 
 (D) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in
accordance with Rule 144, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof; 
 (E) if such beneficial interest is being transferred to the Issuer or any of its Subsidiaries, a certificate substantially in the form of
Exhibit B hereto, including the certifications in item (3)(b) thereof; or 
  

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 (F) if such beneficial interest is being transferred pursuant to an effective
registration statement under the Securities Act, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof, 
 the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Issuer shall execute and the Trustee shall authenticate
and mail to the Person designated in the instructions a Definitive Note in the applicable principal amount. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be
registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The
Trustee shall mail such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(i) shall bear the
Private Placement Legend and shall be subject to all restrictions on transfer contained therein. 
 (ii) Beneficial Interests in
Regulation S Temporary Global Note to Definitive Notes. Notwithstanding Sections 2.06(c)(i)(A) and (C) hereof, a beneficial interest in the Regulation S Temporary Global Note may not be exchanged for a Definitive Note or transferred to a
Person who takes delivery thereof in the form of a Definitive Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) of the Securities
Act, except in the case of a transfer pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904. 
 (iii) Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted
Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only upon the occurrence of any of the events in subsection (i) or (ii) of Section 2.06(a)
hereof and if: 
 (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration
Rights Agreement and the holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Participating Broker-Dealer,
(2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Issuer; 
 (B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; 
 (C) such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with
the Registration Rights Agreement; or 
 (D) the Registrar receives the following: 
 (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for an
Unrestricted Definitive Note, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or 
 (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who
shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof; 
  

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 and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the
Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and
in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. 
 (iv) Beneficial
Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial
interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon the occurrence of any of the events in clause (i) or (ii) of Section 2.06(a) hereof and satisfaction of the conditions set forth in
Section 2.06(b)(ii) hereof, the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Issuer shall execute and the Trustee shall authenticate
and mail to the Person designated in the instructions a Definitive Note in the applicable principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iv) shall be registered in such name
or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from or through the Depositary and the Participant or Indirect Participant. The Trustee shall
mail such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iv) shall not bear the Private Placement Legend.

 (d) Transfer and Exchange of Definitive Notes for Beneficial Interests. 
 (i) Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes to
exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by
the Registrar of the following documentation: 
 (A) if the Holder of such Restricted Definitive Note proposes to exchange
such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof; 
 (B) if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate substantially in the form
of Exhibit B hereto, including the certifications in item (1) thereof; 
 (C) if such Restricted Definitive
Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (2) thereof;

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

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 (F) if such Restricted Definitive Note is being transferred pursuant to an effective
registration statement under the Securities Act, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof, 
 the Trustee shall cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the applicable Restricted Global Note, in the case of
clause (B) above, the applicable 144A Global Note, and in the case of clause (C) above, the applicable Regulation S Global Note. 
 (ii) Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such
Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if: 
 (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer,
certifies in the applicable Letter of Transmittal that it is not (1) a Participating Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the
Issuer; 
 (B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration
Rights Agreement; 
 (C) such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer
Registration Statement in accordance with the Registration Rights Agreement; or 
 (D) the Registrar receives the following:

 (1) if the Holder of such Definitive Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted
Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or 
 (2) if the Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of a
beneficial interest in the Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof; 
 and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel
in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in
order to maintain compliance with the Securities Act. 
 Upon satisfaction of the conditions of any of the subparagraphs in this
Section 2.06(d)(ii), the Trustee shall cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note. 
 (iii) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may exchange
such Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in 

  

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the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Trustee shall
cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Notes. 
 If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to subparagraph (ii)(B), (ii)(D) or (iii) above at a time when an Unrestricted Global Note has not yet been
issued, the Issuer shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal
amount of Definitive Notes so transferred. 
 (e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a
Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(e), the Registrar shall register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the
requesting Holder shall present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer or exchange in form satisfactory to the Registrar duly executed by such Holder or by its attorney,
duly authorized in writing. In addition, the requesting Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(e): 
 (i) Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of
Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following: 
 (A)
if the transfer will be made to a QIB in accordance with Rule 144A, then the transferor must deliver a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof; 
 (B) if the transfer will be made pursuant to Rule 903 or Rule 904, then the transferor must deliver a certificate in the form of
Exhibit B hereto, including the certifications in item (2) thereof; or 
 (C) if the transfer will be made
pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications required by item (3) thereof, if
applicable. 
 (ii) Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by
the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: 
 (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the
Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Participating Broker-Dealer, (2) a Person participating in the distribution of the
Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Issuer; 
 (B) any such transfer is
effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; 
 (C) any such
transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or 
  

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 (D) the Registrar receives the following: 
 (1) if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate
from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or 
 (2) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder
substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof; 
 and, in each such case
set forth in this subparagraph (D), if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on
transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. 
 (iii) Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon
receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof. 
 (f) Exchange Offer. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Issuer shall issue and, upon receipt of an Authentication Order in accordance with
Section 2.02 hereof, the Trustee shall authenticate (i) one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes tendered for acceptance
by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the Exchange Notes and (z) they are not affiliates (as defined in
Rule 144) of the Issuer, and accepted for exchange in the Exchange Offer and (ii) Unrestricted Definitive Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Notes tendered for acceptance by Persons
that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the Exchange Notes and (z) they are not affiliates (as defined in Rule 144)
of the Issuer, and accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Notes, the Trustee shall cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the Issuer
shall execute and the Trustee shall authenticate and mail to the Persons designated by the Holders of Definitive Notes so accepted Unrestricted Definitive Notes in the applicable principal amount. Any Notes that remain outstanding after the
consummation of the Exchange Offer, and Exchange Notes issued in connection with the Exchange Offer, shall be treated as a single class of securities under this Indenture. 
 (g) Legends. The following legends shall appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless
specifically stated otherwise in the applicable provisions of this Indenture: 
 (i) Private Placement Legend. 
  

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 (A) Except as permitted by subparagraph (B) below, each Global Note and each
Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form: 
 “THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF,
U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS NOT A U.S. PERSON
AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT OR (C) IT IS AN ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3), OR (7) UNDER THE SECURITIES ACT (AN
“ACCREDITED INVESTOR”), (2) AGREES THAT IT WILL NOT WITHIN ONE YEAR AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE ISSUER OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE
UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S.
BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS SECURITY), (D) OUTSIDE
THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (F) IN
ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE ISSUER SO REQUESTS), OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND
(3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY WITHIN ONE YEAR AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY,
IF THE PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE ISSUER SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT
SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S.
PERSON” HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.” 
 (B) Notwithstanding the
foregoing, any Global Note or Definitive Note issued pursuant to subparagraph (b)(iv), (c)(iii), (c)(iv), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof)
shall not bear the Private Placement Legend. 
  

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 (ii) Global Note Legend. Each Global Note shall bear a legend in substantially the following form:

 “THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE
BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06(h) OF THE INDENTURE, (II) THIS GLOBAL
NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE
TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE
OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.” 
 (iii) Regulation S Temporary Global Note Legend. The Regulation S Temporary Global Note shall bear a legend in substantially the following form:

 “THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR
CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).” 
 (h) Cancellation and/or Adjustment of Global
Notes. At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be
returned 

  

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to or retained and canceled by the Trustee in accordance with Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in
a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note shall be
reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person
who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the
direction of the Trustee to reflect such increase. 
 (i) General Provisions Relating to Transfers and Exchanges. 
 (i) To permit registrations of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Global Notes and Definitive Notes
upon receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request. 
 (ii) No service
charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuer shall require payment of a sum sufficient to cover any transfer tax or
similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.07, 2.10, 3.06, 3.09, 4.10, 4.14 and 9.05 hereof). 
 (iii) Neither the Registrar nor the Issuer shall be required to register the transfer of or exchange any Note selected for redemption in whole or in
part, except the unredeemed portion of any Note being redeemed in part. 
 (iv) All Global Notes and Definitive Notes issued upon any
registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes
surrendered upon such registration of transfer or exchange. 
 (v) The Issuer shall not be required (A) to issue, to register the
transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection,
(B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part, (C) to register the transfer of or to exchange a Note between a
Record Date and the next succeeding Interest Payment Date or (D) to register the transfer of or to exchange any Notes selected for redemption or tendered (and not withdrawn) for repurchase in connection with a Change of Control Offer or an
Asset Sale Offer. 
 (vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuer may
deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of (and premium, if any) and interest (including Additional Interest, if any) on such Notes and for
all other purposes, and none of the Trustee, any Agent or the Issuer shall be affected by notice to the contrary. 
 (vii) Upon surrender for
registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02 hereof, the Issuer shall execute, and the Trustee shall authenticate and mail, in the name of the designated transferee or
transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount. 
  

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 (viii) At the option of the Holder, subject to Section 2.06(a) hereof, Notes may be exchanged for
other Notes of any authorized denomination or denominations of a like aggregate principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the
Issuer shall execute, and the Trustee shall authenticate and mail, the replacement Global Notes and Definitive Notes to which the Holder making the exchange is entitled in accordance with the provisions of Section 2.02 hereof. 
 (ix) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a
registration of transfer or exchange may be submitted by facsimile. 
 Section 2.07 Replacement Notes. 
 If either (x) any mutilated Note is surrendered to the Trustee, the Registrar or the Issuer, or (y) if the Issuer and the Trustee receive
evidence to their satisfaction of the ownership and destruction, loss or theft of any Note, then the Issuer shall issue and the Trustee, upon receipt of an Authentication Order and satisfaction of any other requirements of the Trustee, shall
authenticate a replacement Note. If required by the Trustee or the Issuer, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Issuer to protect the Issuer, the Trustee, any Agent and any
authenticating agent from any loss that any of them may suffer if a Note is replaced. The Issuer may charge for its expenses in replacing a Note. 
 Every replacement Note is a contractual obligation of the Issuer and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder. 
 Section 2.08 Outstanding Notes. 
 The Notes
outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the
provisions hereof, and those described in this Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a Note does not cease to be outstanding because the Issuer or an Affiliate of the Issuer holds such Note.

 If a Note is replaced pursuant to Section 2.07 hereof, such Note shall cease to be outstanding unless the Trustee receives proof
satisfactory to it that the replaced Note is held by a bona fide purchaser. 
 If the principal amount of any Note is considered paid under
Section 4.01 hereof, such Note shall cease to be outstanding and interest thereon shall cease to accrue. 
 If the Paying Agent (other
than the Issuer, a Subsidiary or an Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient to pay any Notes payable on such date, then such Notes shall be deemed to be no longer outstanding and shall cease to accrue
interest on and after such date. 
 Section 2.09 Treasury Notes. 
 In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Issuer, or by any Affiliate of the Issuer, shall be considered as
though not outstanding, except that for the purposes of determining whether the 

  

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Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that a Responsible Officer of the Trustee knows are so owned shall
be so disregarded. Notes so owned which have been pledged in good faith shall not be disregarded if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right to deliver any such direction, waiver or consent with respect to
such pledged Notes and that the pledgee is not the Issuer or any obligor upon the Notes or any Affiliate of the Issuer or such other obligor. 
 Section 2.10 Temporary Notes. 
 Until certificates representing Notes are ready for delivery, the Issuer may prepare and
the Trustee, upon receipt of an Authentication Order, shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of certificated Notes but may have variations that the Issuer considers appropriate for temporary Notes and
as shall be reasonably acceptable to the Trustee. Without unreasonable delay, the Issuer shall prepare and the Trustee shall authenticate definitive Notes in exchange for temporary Notes. 
 Holders and beneficial holders, as the case may be, of temporary Notes shall be entitled to all of the benefits accorded to Holders, or beneficial
holders, respectively, of Notes under this Indenture. 
 Section 2.11 Cancellation. 
 The Issuer at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any Notes
surrendered to them for registration of transfer, exchange or payment. The Trustee or, at the direction of the Trustee, the Registrar or the Paying Agent and no one else shall cancel all Notes surrendered for registration of transfer, exchange,
payment, replacement or cancellation and shall dispose of cancelled Notes (subject to the record retention requirement of the Exchange Act) in its customary manner. Certification of the disposal of all cancelled Notes shall be delivered to the
Issuer upon its request therefor. The Issuer may not issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee for cancellation. 
 Section 2.12 Defaulted Interest. 
 If the Issuer defaults in a payment of interest on the Notes, it shall pay the
defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Notes and in
Section 4.01 hereof. The Issuer shall notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment, 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 as provided in this Section 2.12. The Trustee shall fix or cause to be fixed each such special record date; provided that no such special record date
shall be less than 10 days prior to the related payment date for such defaulted interest. The Trustee shall notify the Issuer of such special record date promptly, and in any event at least 20 days before such special record date. At least 15 days
before the special record date, the Issuer (or, upon the written request of the Issuer, the Trustee in the name and at the expense of the Issuer) shall mail or cause to be mailed, first-class postage prepaid, to each Holder a notice at his or her
address as it appears in the Note Register that states the special record date, the related payment date and the amount of such interest to be paid. 
  

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 Section 2.13 CUSIP Numbers. 
 The Issuer in issuing the Notes may use CUSIP numbers (if then generally in use) and, if so, the Trustee shall use CUSIP numbers in notices of redemption as a convenience to Holders; provided, that any such
notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of redemption and that reliance may be placed only on the other identification numbers printed on the
Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. The Issuer shall as promptly as practicable notify the Trustee of any change in the CUSIP numbers. 
 ARTICLE 3 
 REDEMPTION 
 Section 3.01 Notices to Trustee. 
 If the Issuer
elects to redeem Notes pursuant to Section 3.07 hereof, it shall furnish to the Trustee, at least 30 days but not more than 60 days before a redemption date, an Officer’s Certificate setting forth (i) the paragraph or subparagraph of
such Notes and/or Section of this Indenture pursuant to which the redemption shall occur, (ii) the redemption date, (iii) the principal amount of the Cash Pay Notes and/or PIK Toggle Notes, as the case may be, to be redeemed and
(iv) the redemption price. 
 Section 3.02 Selection of Notes To Be Redeemed or Purchased. 
 If less than all of the Cash Pay Notes and/or PIK Toggle Notes, as the case may be, are to be redeemed or purchased in an offer to purchase at any time,
the Trustee shall select the Notes to be redeemed or purchased (a) if such Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which such Notes are listed or
(b) on a pro rata basis or, to the extent that selection on a pro rata basis is not practicable, by lot or by such other method the Trustee considers fair and appropriate or as required by the rules of the Depositary. In the event
of partial redemption or purchase by lot, the particular Notes to be redeemed or purchased shall be selected, unless otherwise provided herein, not less than 30 days nor more than 60 days prior to the redemption date by the Trustee from the
outstanding Notes not previously called for redemption or purchase. 
 The Trustee shall promptly notify the Issuer in writing of the Notes
selected for redemption or purchase and, in the case of any Note selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Notes and portions of Notes selected shall be in amounts of $1,000 or integral
multiples of $1,000; no Notes of $1,000 or less can be redeemed in part (other than PIK Notes in respect of Definitive Notes, which may be redeemed in minimum amounts of $1.00 and integral multiples thereof), 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 in a principal amount of at least $1,000 or an integral multiple thereof, may 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 3.03 Notice of Redemption. 
 Subject to Section 3.09 hereof, the Issuer shall mail
or cause to be mailed by first-class mail, postage prepaid, notices of redemption at least 30 days but not more than 60 days before the purchase or redemption date to each Holder of Notes to be redeemed at such Holder’s registered address, to


  

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the Trustee to forward to each Holder of Notes at such Holder’s registered address, or shall otherwise deliver on such timeframe such notice in
accordance with the procedures of DTC, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with Article 8 or Article 11 hereof. 
 The notice shall identify the Notes to be redeemed and shall state: 
 (a) the redemption date; 
 (b) the redemption price; 
 (c) that if any Note is to be redeemed in part only, the portion
of the principal amount of that Note that is to be redeemed and that, after the redemption date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion of the original Note representing the same
indebtedness to the extent not redeemed will be issued in the name of the Holder of the Notes upon cancellation of the original Note; 
 (d) the name and address of the Paying Agent; 
 (e) that Notes called for redemption must be
surrendered to the Paying Agent to collect the redemption price; 
 (f) that, unless the Issuer defaults in making such
redemption payment, interest on Notes called for redemption ceases to accrue on and after the redemption date; 
 (g) the
paragraph or subparagraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed; and 
 (h) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes. 
 At the Issuer’s request, the Trustee shall give the notice of redemption in the Issuer’s name and at its expense; provided that the
Issuer shall have delivered to the Trustee, at least 5 Business Days before notice of redemption is required to be mailed or caused to be mailed to Holders pursuant to this Section 3.03 (unless a shorter notice shall be agreed to by the
Trustee), an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph. 
 Section 3.04 Effect of Notice of Redemption. 
 Once notice of redemption is mailed in accordance
with Section 3.03 hereof, Notes called for redemption become irrevocably due and payable on the redemption date at the redemption price. The notice, if mailed in a manner herein provided, shall be conclusively presumed to have been given,
whether or not the Holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the Holder of any Note designated for redemption in whole or in part shall not affect the validity of the proceedings for
the redemption of any other Note. Subject to Section 3.05 hereof, on and after the redemption date, interest shall cease to accrue on Notes or portions of Notes called for redemption. 
  

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 Section 3.05 Deposit of Redemption or Purchase Price. 
 On the redemption or purchase date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption or purchase
price of and accrued and unpaid interest (including Additional Interest, if any) on all Notes to be redeemed or purchased on that date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the
Paying Agent by the Issuer in excess of the amounts necessary to pay the redemption price of, and accrued and unpaid interest (including Additional Interest, if any) on, all Notes to be redeemed or purchased. 
 If the Issuer complies with the provisions of the preceding paragraph, on and after the redemption or purchase date, interest shall cease to accrue on
the Notes or the portions of Notes called for redemption or purchase. If a Note is redeemed or purchased on or after a Record Date but on or prior to the related Interest Payment Date, then any accrued and unpaid interest to the redemption or
purchase date shall be paid to the Person in whose name such Note was registered at the close of business on such Record Date. If any Note called for redemption or purchase shall not be so paid upon surrender for redemption or purchase because of
the failure of the Issuer to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption or purchase date until such principal is paid, and to the extent lawful on any interest accrued to the redemption
or purchase date not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof. 
 Section 3.06
Notes Redeemed or Purchased in Part. 
 Upon surrender of a Note that is redeemed or purchased in part, the Issuer shall issue and the
Trustee shall authenticate for the Holder at the expense of the Issuer a new Note equal in principal amount to the unredeemed or unpurchased portion of the Note surrendered representing the same indebtedness to the extent not redeemed or purchased;
provided that each new Note will be in a principal amount of $1,000 or an integral multiple of $1,000 (other than PIK Notes in respect of Definitive Notes, which may be in minimum amounts of $1.00 and integral multiples thereof). It is
understood that, notwithstanding anything in this Indenture to the contrary, only an Authentication Order and not an Opinion of Counsel or Officer’s Certificate is required for the Trustee to authenticate such new Note. 
 Section 3.07 Optional Redemption. 
 (a) At any
time prior to November 1, 2011, the Issuer may redeem all or a part of the Notes, upon notice as provided in Section 3.03 hereof, at a redemption price equal to 100.0% of the principal amount of such Notes redeemed plus the Applicable
Premium as of, plus accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest
Payment Date. 
 (b) Until November 1, 2010, the Issuer may, at its option, on one or more occasions, redeem: 
 (i) an aggregate principal amount of the Cash Pay Notes (including the aggregate principal amount of Additional Notes that are Cash Pay
Notes issued after the Initial Exchange Date) equal to, together with the amount of the Senior Cash-Pay Loans voluntarily prepaid pursuant to Section 2.05(a)(i)(A)(3) of the Bridge Agreement, up to 35.0% of the sum of the aggregate principal
amount of Cash Pay Notes (together with any Additional Notes that are Cash Pay Notes issued after the Initial Exchange Date) and Senior Cash-Pay Loans outstanding immediately after the Initial Exchange Date, upon notice provided as described in
Section 3.03 hereof, at a redemption price equal to 109.75% of the aggregate principal amount thereof, plus accrued and unpaid 

  

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interest, if any, to the Redemption Date, subject to the right of Holders of Cash Pay Notes of record on the relevant Record Date to receive interest due on
the relevant Interest Payment Date, with the net cash proceeds from one or more Equity Offerings; provided that (1) the aggregate principal amount of the Senior Cash-Pay Loans and the Cash Pay Notes that remain outstanding immediately
after the occurrence of each such redemption is equal to or greater than 50.0% of the sum of the aggregate principal amount of Senior Cash-Pay Loans initially outstanding under the Bridge Agreement and any Additional Notes that are Cash Pay Notes
issued under the Indenture after the Initial Exchange Date; and (2) each such redemption occurs within 180 days of the date of closing of each such Equity Offering, and 
 (ii) an aggregate principal amount of the PIK Toggle Notes issued by it (including the aggregate principal amount of Additional Notes that
are PIK Toggle Notes issued after the Initial Exchange Date) equal to, together with the amount of the Senior PIK Toggle Loans voluntarily prepaid pursuant to Section 2.05(a)(i)(B)(3) of the Bridge Agreement, up to 35.0% of the sum of the
aggregate principal amount of PIK Toggle Notes and Senior PIK Toggle Loans outstanding immediately after the Initial Exchange Date (together with the amount of any PIK Interest on the PIK Toggle Notes, any “PIK Interest” (as defined in the
Bridge Agreement) on the Senior PIK Toggle Loans, and any Additional Notes that are PIK Toggle Notes, in each case paid or issued after the Initial Exchange Date), upon notice as provided in Section 3.03 hereof, at a redemption price equal to
110.125% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of PIK Toggle Notes of record on the relevant Record Date to receive interest due on the relevant
Interest Payment Date, with the net cash proceeds received by it from one or more Equity Offerings; provided that (1) the aggregate principal amount of the Senior PIK Toggle Loans and the PIK Toggle Notes that remain outstanding
immediately after the occurrence of each such redemption is equal to or greater than 50.0% of the sum of the aggregate principal amount of the Senior PIK Toggle Loans initially outstanding under the Bridge Agreement (together with any increase
thereof through the payment of “PIK Interest” (as defined in the Bridge Agreement)), any Additional Notes that are PIK Toggle Notes issued under the Indenture after the Initial Exchange Date and any PIK Interest paid on the PIK Toggle
Notes; and (2) each such redemption occurs within 180 days of the date of closing of each such Equity Offering. 
 (c) On and after
November 1, 2011, the Issuer may redeem each of the Cash Pay Notes and the PIK Toggle Notes, in whole or in part, upon notice provided as described in Section 3.03 hereof, at the redemption prices (expressed as percentages of principal
amount of the Cash Pay Notes or PIK Toggle Notes, as applicable, to be redeemed) set forth below, plus accrued and unpaid interest, if any, to the applicable Redemption Date, subject to the right of Holders of record of such 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 November 1 of each of the years indicated below: 
  

							
	 Year
	  	Cash Pay
Notes Percentage	 	 	PIK Toggle
Notes Percentage	 
	 2011
	  	104.8750	%	 	105.0625	%
	 2012
	  	102.4375	%	 	102.5313	%
	 2013 and thereafter
	  	100.0000	%	 	100.0000	%

 (d) At the end of any “accrual period” (as defined in Section 1272(a)(5) of the
Code) ending after the fifth anniversary of the Closing Date (each, an “Optional Interest Repayment Date”), the Issuer may redeem for cash a portion of the PIK Toggle Notes then outstanding in an amount equal to the 

  

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Optional Interest Repayment Amount minus the Special Redemption Amount (each such redemption, an “Optional Interest Repayment”). The
“Optional Interest Repayment Amount” shall mean, as of each Optional Interest Repayment Date, the excess, if any, of (i) the aggregate amount of accrued and unpaid interest and all accrued but unpaid “original issue
discount” (as defined in Section 1273(a)(1) of the Code) with respect to the PIK Toggle Notes, over (ii) an amount equal to the product of (A) the “issue price” (as defined in Sections 1273(b) and 1274(a) of the Code)
of the PIK Toggle Notes multiplied by (B) the “yield to maturity” (as defined in the Treasury Regulation Section 1.1272-1(b)(1)(i)) of the PIK Toggle Notes. Any redemption pursuant to this Section 3.07(d) shall be at a
redemption price equal to 100.0% of the aggregate principal amount of the PIK Toggle Notes being redeemed, plus accrued and unpaid interest thereon, if any, to the Redemption Date. 
 (e) Any redemption of the Notes pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

 Section 3.08 Mandatory Redemption. 
 (a) On May 1, 2015 (the “Special Redemption Date”), the Issuer shall be required to redeem for cash a portion (the “Special Redemption Amount”) of the PIK Toggle Notes equal to the product of
(x) $15,000,000 and (y) a fraction, the numerator of which is the aggregate principal amount outstanding on such date of the PIK Toggle Notes and the denominator of which is the aggregate principal amount outstanding on such date of the
Senior PIK Toggle Loans, PIK Toggle Notes and any other securities with an optional “payment-in-kind” interest or “PIK toggle” feature issued to refinance any Senior PIK Toggle Loans, as determined in good faith by the Issuer and
rounded to the nearest $1,000 (such redemption, the “Special Redemption”). The redemption price for each portion of a PIK Toggle Note so redeemed pursuant to the Special Redemption will equal 100.0% of the principal amount of such
portion plus any accrued and unpaid interest thereon to the Special Redemption Date. 
 (b) The Special Redemption shall be made pursuant to
the provisions of Sections 3.01 through 3.06 hereof. The Issuer shall not be required to make any other mandatory redemption or sinking fund payments with respect to the Notes. 
 Section 3.09 Offers To Repurchase by Application of Excess Proceeds. 
 (a) In the event that,
pursuant to Section 4.10 hereof, the Issuer shall be required to commence an Asset Sale Offer, it shall follow the procedures specified below. 
 (b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later
than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if required, Pari Passu
Indebtedness (on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes and Pari Passu Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in
the same manner as interest payments are made. 
 (c) If the Purchase Date is on or after a Record Date and on or before the related Interest
Payment Date, any accrued and unpaid interest and Additional Interest, if any, up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional
interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. 
  

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 (d) Upon the commencement of an Asset Sale Offer, the Issuer shall send, by first-class mail, a notice to
each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The notice, which shall govern the terms of the Asset Sale
Offer, shall state: 
 (i) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10
hereof and the length of time the Asset Sale Offer shall remain open; 
 (ii) the Offer Amount, the purchase price and the
Purchase Date; 
 (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; 
 (iv) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease
to accrue interest after the Purchase Date; 
 (v) that Holders electing to have a Note purchased pursuant to an Asset Sale
Offer may elect to have Notes purchased in minimum principal amounts of $1,000 and integral multiples of $1,000 only (or if PIK Notes in respect of Definitive Notes are issued and PIK Interest is paid, in minimum principal amounts of $1.00 and
integral multiples of $1.00 with respect thereto); 
 (vi) that Holders electing to have a Note purchased pursuant to any
Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer such Note by book-entry transfer, to the Issuer, the Depositary, if appointed
by the Issuer, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; 
 (vii)
that Holders shall be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, facsimile transmission or letter setting forth
the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; 
 (viii) that, if the aggregate principal amount of Notes and Pari Passu Indebtedness surrendered by the holders thereof exceeds the Offer
Amount, the Trustee shall, through the facilities of the Depositary (in the case of Global Notes), select the Notes and such Pari Passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the
Notes or such Pari Passu Indebtedness tendered (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $1,000, or integral multiples thereof (or if PIK Notes in respect of Definitive Notes are issued
and PIK Interest is paid, in minimum principal amounts of $1.00 and integral multiples of $1.00 with respect thereto), shall be purchased); and 
 (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing
the same indebtedness to the extent not repurchased. 
 (e) On or before the Purchase Date, the Issuer shall, to the extent lawful,
(1) accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all 

  

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Notes tendered and (2) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating
the aggregate principal amount of Notes or portions thereof so tendered. 
 (f) The Issuer, the Depositary or the Paying Agent, as the case
may be, shall promptly (but in any case not later than three Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the
Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being
understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any
unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased; provided that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof (or if PIK Notes in
respect of Definitive Notes are issued and PIK Interest is paid, in minimum principal amounts of $1.00 and integral multiples of $1.00 with respect thereto). Any Note not so accepted for purchase shall be promptly mailed or delivered by the Issuer
to the Holder thereof. The Issuer shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date (but in any case not later than three Business Days after the Purchase Date). 
 Other than as specifically provided in this Section 3.09 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 shall be made
pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof. 
 ARTICLE 4 
 COVENANTS 
 Section 4.01 Payment of Notes.

 The Issuer shall pay or cause to be paid the principal of, premium, if any, Additional Interest, if any, and interest on the Notes on the
dates and in the manner provided in the Notes. Principal, premium, if any, Additional Interest, if any, and interest shall be considered paid on the date due if the Paying Agent, if other than the Issuer or a Subsidiary, holds as of noon Eastern
Time on the due date money deposited by the Issuer in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due; provided that with respect to the PIK Toggle Notes, for any
interest period through November 1, 2011, if the Issuer elects to pay interest on the PIK Toggle Notes entirely by increasing the principal amount of the outstanding PIK Toggle Notes or by issuing PIK Notes (“PIK Interest”) or
paying 50.0% of such interest in the form of PIK Interest, in each case, in the manner provided in the PIK Toggle Notes, then all such interest paid in the form of PIK Interest shall be considered paid or duly provided for, for all purposes of this
Indenture, and shall not be considered overdue. If a payment date is not a Business Day, payment may be made on the next succeeding day that is a Business Day. 
 The Issuer shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement. 
 The Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to 2%
plus the then applicable interest rate on the Notes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest (without regard
to any applicable grace period) at the rate equal to 2% plus the then applicable interest rate to the extent lawful. 
  

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 Section 4.02 Maintenance of Office or Agency. 
 The Issuer shall maintain in the Borough of Manhattan, City of New York an office or agency (which may be an office of the Trustee or an affiliate of the
Trustee, Registrar, co-registrar, or Transfer Agent) where Notes may be surrendered for registration of transfer or for exchange or presented for payment and where notices and demands to or upon the Issuer in respect of the Notes and this Indenture
may be served. The Issuer shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Issuer shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. 
 The Issuer may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations;
provided that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain an office or agency in the Borough of Manhattan, City of New York for such purposes. The Issuer shall give prompt written
notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. 
 The
Issuer hereby initially designates the office of the Trustee located at 101 Barclay Street—Floor 8 W, New York, NY 10286, as one such office or agency of the Issuer in accordance with Section 2.03 hereof. 
 Section 4.03 Reports and Other Information. 
 (a)
Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant
to rules and regulations promulgated by the SEC, the Issuer shall file with the SEC (and make available to the Trustee and Holders of the Notes (without exhibits), without cost to any Holder, within 15 days after it files them with the SEC)
from and after the Initial Exchange Date, 
 (1) within 90 days after the end of each fiscal year, annual reports on
Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form; 
 (2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing
all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form; and 
 (3) information substantially similar to the information that would be required to be included in a Current Report on Form 8-K (as in effect on the Closing Date) filed with the SEC by the Issuer (if the Issuer were required to prepare and
file such form) pursuant to Item 1.03 (Bankruptcy or Receivership), 2.01 (Completion of Acquisition or Disposition of Assets), 2.04 (Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement), 2.06 (Material Impairment), 4.01 (Changes in Registrant’s Certifying Accountants), 4.02 (Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review) or 5.01
(Changes in Control of Registrant) of such form, within fifteen (15) days after the date of filing that would have been required for a current report on Form 8-K; 
  


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 in each case, in a manner that complies in all material respects with the requirements specified in such form;
provided that the Issuer shall not be so obligated to file such reports with the SEC (i) if the SEC does not permit such filing or (ii) prior to the consummation of an Exchange Offer or the effectiveness of a Shelf Registration
Statement as required by the Registration Rights Agreement, in which event the Issuer will make available such information to prospective purchasers of Notes, in addition to providing such information to the Trustee and the Holders of the Notes, in
each case within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Sections 13 or 15(d) of the Exchange Act. 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 Issuer 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. In addition, to the extent not satisfied by the foregoing, the Issuer shall, for so long as any Notes are outstanding, furnish to Holders and, upon their request, to securities analysts and prospective
investors, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. 
 (b) In the event that any
direct or indirect parent company of the Issuer becomes a guarantor of the Notes, the Issuer may satisfy its obligations in this Section 4.03 with respect to financial information relating to the Issuer by furnishing financial information
relating to such parent; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to
the Issuer and its Restricted Subsidiaries on a standalone basis, on the other hand. 
 (c) Notwithstanding the foregoing, the requirements
of this Section 4.03 shall be deemed satisfied prior to the commencement of the Exchange Offer or the effectiveness of the Shelf Registration Statement by (1) the filing with the SEC of the Exchange Offer Registration Statement or Shelf
Registration Statement (or any other similar registration statement), and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act, subject to exceptions consistent with the presentation of
financial information in the Offering Memorandum, to the extent filed within the time specified above, or (2) posting on its website or providing to the Trustee within 15 days of the time periods after the Issuer would have been required
to file annual and interim reports with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, the financial information (including a “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” section) that would be required to be included in such reports, subject to exceptions consistent with the presentation of financial information in the Offering Memorandum, to the extent filed within the times specified above.

 (d) Notwithstanding anything in this Indenture to the contrary, the Issuer shall not be deemed to have failed to comply with any of its
obligations in this Indenture for purposes of clause (3) of Section 6.01(a) until 120 days after the date any report or document is due to the Trustee or the Holders of the Notes. 
 Section 4.04 Compliance Certificate. 
 (a) The
Issuer shall deliver to the Trustee, within 120 days after the end of each fiscal year ending after the Initial Exchange Date, a certificate from the principal executive officer, principal financial officer or principal accounting officer stating
that a review of the activities of the Issuer and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officer with a view to determining whether the Issuer has kept, observed, performed and
fulfilled its obligations under this Indenture, and further stating, as to such Officer signing such certificate, that to the 

  

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best of his or her knowledge the Issuer has kept, observed, performed and fulfilled each and every condition and covenant contained in this Indenture during
such fiscal year and is not in default in the performance or observance of any of the terms, provisions, covenants and conditions of this Indenture (or, if a Default shall have occurred, describing all such Defaults of which he or she may have
knowledge and what action the Issuer is taking or proposes to take with respect thereto). 
 (b) When any Default has occurred and is
continuing under this Indenture, or if the Trustee or the holder of any other evidence of Indebtedness of the Issuer or any Subsidiary gives any notice or takes any other action with respect to a claimed Default, the Issuer shall promptly (which
shall be no more than five (5) Business Days) deliver to the Trustee by registered or certified mail or by facsimile transmission an Officer’s Certificate specifying such event and what action the Issuer proposes to take with respect
thereto. 
 Section 4.05 Taxes. 
 The
Issuer shall pay or discharge, and shall cause each of its Restricted Subsidiaries to pay or discharge, prior to delinquency, all material taxes, lawful assessments, and governmental levies except such as are contested in good faith and by
appropriate actions or where the failure to effect such payment or discharge is not adverse in any material respect to the Holders of the Notes. 
 Section 4.06 Stay, Extension and Usury Laws. 
 The Issuer and each of the Guarantors covenant (to the extent that they
may lawfully do so) that they shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect
the covenants or the performance of this Indenture; and the Issuer and each of the Guarantors (to the extent that they may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and covenant (to the extent that they may
lawfully do so) that they shall not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law has been enacted.

 Section 4.07 Limitation on Restricted Payments. 
 (a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: 
 (I) declare or pay any dividend or make any other payment or distribution to any Person on account of the Issuer’s or any of its Restricted Subsidiaries’ Equity Interests (in such Person’s capacity as
holder of such Equity Interests), including any dividend or distribution payable in connection with any merger or consolidation other than: 
 (A) any dividend or distribution by the Issuer payable solely in Equity Interests (other than Disqualified Stock) of the Issuer; or 
 (B) any dividend or distribution by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in
respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly-Owned Subsidiary, the Issuer or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its
Equity Interests in such class or series of securities; 
  

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 (II) purchase, redeem, defease or otherwise acquire or retire for value any Equity
Interests of the Issuer or any direct or indirect parent company of the Issuer, including in connection with any merger or consolidation; 
 (III) make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value, in each case prior to any scheduled repayment, sinking fund payment or maturity, any Subordinated
Indebtedness, other than: 
 (A) Indebtedness permitted under clauses (7) or (8) of Section 4.09(b) hereof; or

 (B) subject to the relevant subordination and payment block provisions, the purchase, repurchase or other acquisition of
Subordinated Indebtedness purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase or acquisition; or 
 (IV) make any Restricted Investment 
 (each
such payment and other action set forth in clauses (I) through (IV) above referred to as a “Restricted Payment,” and collectively as “Restricted Payments”), unless, at the time of any such Restricted
Payment: 
 (1) no Default shall have occurred and be continuing or would occur as a consequence thereof; 
 (2) immediately after giving effect to such transaction on a pro forma basis, the Issuer could incur $1.00 of additional
Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof (the “Fixed Charge Coverage Test”); and 
 (3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Issuer and its Restricted
Subsidiaries after the Closing Date (including Restricted Payments permitted by clauses (1), (6)(c), (9) and (14) of Section 4.07(b) hereof but excluding all other Restricted Payments permitted by Section 4.07(b) hereof), is less
than the sum of (without duplication): 
 (a) 50.0% of the Consolidated Net Income of the Issuer for the period (taken as one
accounting period) beginning on October 1, 2007 to the end of the Issuer’s recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment, or, in the case such Consolidated Net
Income for such period is a deficit, minus 100.0% of such deficit; plus 
 (b) 100.0% of the aggregate net cash proceeds and
the fair market value of marketable securities or other property received by the Issuer since immediately after the Closing Date (other than net cash proceeds to the extent such net cash proceeds have been used to incur Indebtedness or issue
Disqualified Stock or Preferred Stock pursuant to clause (12)(a) of Section 4.09(b) hereof) from the issue or sale of: 
 (i) (A) Equity Interests of the Issuer, including Treasury Capital Stock, but excluding cash proceeds and the fair market value of marketable securities or other property received from the sale of: 
 (x) Equity Interests to any future, present or former employees, directors, officers, managers or consultants (or their respective
Controlled Investment Affiliates or Immediate Family Members) of the Issuer, any direct or indirect parent company of the Issuer or any of the Issuer’s Subsidiaries after the Closing Date to the extent such amounts have been applied to
Restricted Payments made in accordance with clause (4) of Section 4.07(b) hereof; and 
  

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 (y) Designated Preferred Stock; and 
 (B) to the extent such net cash proceeds are actually contributed to the Issuer, Equity Interests of any direct or indirect parent company of the Issuer
(excluding contributions of the proceeds from the sale of Designated Preferred Stock of any such parent company or contributions to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of
Section 4.07(b) hereof); or 
 (ii) debt securities of the Issuer that have been converted into or exchanged for such
Equity Interests (other than Disqualified Stock) of the Issuer; 
 provided that this clause (b) shall not include the proceeds
from (W) Refunding Capital Stock applied in accordance with clause (2) of Section 4.07(b) hereof, (X) Equity Interests or convertible debt securities of the Issuer sold to a Restricted Subsidiary, (Y) Disqualified Stock or
debt securities that have been converted into Disqualified Stock or (Z) Excluded Contributions; plus 
 (c) 100.0%
of the aggregate amount of cash and the fair market value of marketable securities or other property contributed to the capital of the Issuer following the Closing Date (other than (X) net cash proceeds to the extent such net cash proceeds have
been used to incur Indebtedness or issue Disqualified Stock or Preferred Stock pursuant to clause (12)(a) of Section 4.09(b) hereof, (Y) by a Restricted Subsidiary and (Z) from any Excluded Contributions); plus 

(d) 100.0% of the aggregate amount received in cash and the fair market value of marketable securities or other property received by
means of: 
 (i) the sale or other disposition (other than to the Issuer or a Restricted Subsidiary) of Restricted
Investments made by the Issuer or its Restricted Subsidiaries and repurchases and redemptions of such Restricted Investments from the Issuer or its Restricted Subsidiaries and repayments of loans or advances, and releases of guarantees, which
constitute Restricted Investments made by the Issuer or its Restricted Subsidiaries, in each case after the Closing Date; or 
 (ii) the sale (other than to the Issuer or a Restricted Subsidiary) of the stock of an Unrestricted Subsidiary or a distribution from an Unrestricted Subsidiary (other than in each case to the extent the Investment in such Unrestricted
Subsidiary was made by the Issuer or a Restricted Subsidiary pursuant to clauses (7) or (11) of Section 4.07(b) hereof or to the extent such Investment constituted a Permitted Investment) or a dividend from an Unrestricted Subsidiary
after the Closing Date; plus 
  

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 (e) 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 Issuer or a Restricted Subsidiary or the transfer of all or substantially all of the assets of an Unrestricted Subsidiary to the Issuer or a Restricted
Subsidiary after the Closing Date, the fair market value of the Investment in such Unrestricted Subsidiary or the assets transferred at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary or at the time of such
merger, amalgamation, consolidation or transfer of assets, other than to the extent the Investment in such Unrestricted Subsidiary was made by the Issuer or a Restricted Subsidiary pursuant to clauses (7) or (11) of Section 4.07(b)
hereof or to the extent such Investment constituted a Permitted Investment. 
 (b) Section 4.07(a) hereof shall not
prohibit: 
 (1) the payment of any dividend or other distribution or the consummation of any irrevocable redemption or
repurchase within 60 days after the date of declaration of the dividend or other distribution or giving of the redemption or repurchase notice, as the case may be, if at the date of declaration or notice, the dividend or other distribution,
redemption or repurchase payment would have complied with the provisions of this Indenture; 
 (2) (a) the redemption,
repurchase, retirement or other acquisition of any Equity Interests (“Treasury Capital Stock”) of the Issuer or any Equity Interests of any direct or indirect parent company of the Issuer or any Subordinated Indebtedness of the
Issuer or a Restricted Subsidiary, in exchange for, or out of the proceeds of the substantially concurrent sale or issuance (other than to a Restricted Subsidiary) of, Equity Interests of the Issuer or any direct or indirect parent company of the
Issuer to the extent contributed to the Issuer (in each case, other than any Disqualified Stock) (“Refunding Capital Stock”), (b) the declaration and payment of dividends on Treasury Capital Stock out of the proceeds of the
substantially concurrent sale or issuance (other than to a Restricted Subsidiary of the Issuer or to an employee stock ownership plan or any trust established by the Issuer or any of its Restricted Subsidiaries) of Refunding Capital Stock, and
(c) if immediately prior to the retirement of Treasury Capital Stock, the declaration and payment of dividends thereon was permitted under clause (6) of this Section 4.07(b), 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 Equity Interests of any direct or indirect parent company of the Issuer) 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) the defeasance, redemption, repurchase, exchange or other acquisition or retirement of (i) Subordinated Indebtedness of the
Issuer or a Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness of the Issuer or a Guarantor or (ii) Disqualified Stock of the Issuer or a Guarantor made by exchange for, or out of
the proceeds of the substantially concurrent sale of, Disqualified Stock of the Issuer or a Guarantor, that, in each case, is incurred in compliance with Section 4.09 hereof so long as: 
 (a) the principal amount (or accreted value, if applicable) of such new Indebtedness or the liquidation preference of such new
Disqualified Stock does not exceed the principal amount of (or accreted value, if applicable), plus any accrued and unpaid interest on, the Subordinated Indebtedness or the liquidation preference of, plus any accrued and unpaid dividends on, the
Disqualified Stock being so defeased, redeemed, repurchased, exchanged, acquired or retired for value, plus the amount of any premium required 

  

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to be paid under the terms of the instrument governing the Subordinated Indebtedness or Disqualified Stock being so defeased, redeemed, repurchased,
exchanged, acquired or retired, defeasance costs and any fees and expenses incurred in connection with such redemption, repurchase, exchange, acquisition or retirement and the issuance of such new Indebtedness or Disqualified Stock; 
 (b) such new Indebtedness is subordinated to the Notes or the applicable Guarantee at least to the same extent as such Subordinated
Indebtedness so defeased, redeemed, repurchased, exchanged, acquired or retired; 
 (c) such new Indebtedness or Disqualified
Stock has a final scheduled maturity date equal to or later than the final scheduled maturity date of the Subordinated Indebtedness or Disqualified Stock being so defeased, redeemed, repurchased, acquired or retired; and 
 (d) such new Indebtedness or Disqualified Stock has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted
Average Life to Maturity of the Subordinated Indebtedness or Disqualified Stock being so defeased, redeemed, repurchased, exchanged, acquired or retired; 
 (4) a Restricted Payment to pay for the repurchase, retirement or other acquisition for value of Equity Interests (other than Disqualified Stock) of the Issuer or any direct or indirect parent company of the Issuer
held by any future, present or former employee, director, officer, manager or consultant (or their respective Controlled Investment Affiliates or Immediate Family Members) of the Issuer, 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 (including, for the avoidance of doubt, any principal and interest payable on any notes issued by the Issuer
or any direct or indirect parent company of the Issuer in connection with any such repurchase, retirement or other acquisition), or any stock subscription or shareholder agreement, including any Equity Interest rolled over by management of the
Issuer or any direct or indirect parent company of the Issuer in connection with the Transactions; provided that the aggregate amount of Restricted Payments made under this clause (4) does not exceed $25,000,000 in the first fiscal year
following the Closing Date (which amount shall be increased by $5,000,000 each fiscal year thereafter and, if applicable, will be increased to $50,000,000 following the consummation of an underwritten public Equity Offering by the Issuer or any
direct or indirect parent company of the Issuer) (with unused amounts in any fiscal year being carried over to succeeding fiscal years); provided further that such amount in any fiscal year may be increased by an amount not to exceed:

 (a) the cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of the Issuer and, to the extent
contributed to the Issuer, the cash proceeds from the sale of Equity Interests of any direct or indirect parent company of the Issuer, in each case to any future, present or former employees, directors, officers, managers or consultants (or their
respective Controlled Investment Affiliates or Immediate Family Members) of the Issuer, any of its Subsidiaries or any of its direct or indirect parent companies that occurs after the Closing Date, to the extent the cash proceeds from the sale of
such Equity Interests have not otherwise been applied to the payment of Restricted Payments by virtue of clause (3) of Section 4.07(a) hereof; plus 
  

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 (b) the cash proceeds of key man life insurance policies received by the Issuer or any
Restricted Subsidiary thereof (or by any direct or indirect parent company to the extent contributed to the Issuer) after the Closing Date; less 
 (c) the amount of any Restricted Payments previously made with the cash proceeds described in clauses (a) and (b) of this clause (4); and 
 provided further that cancellation of Indebtedness owing to the Issuer from any future, present or former employees, directors, officers,
managers or consultants of the Issuer (or their respective Controlled Investment Affiliates or Immediate Family Members), any direct or indirect parent company of the Issuer or any of the Issuer’s Restricted Subsidiaries in connection with a
repurchase of Equity Interests of the Issuer or any of its direct or indirect parent companies will not be deemed to constitute a Restricted Payment for purposes of this Section 4.07 or any other provision of this Indenture; 
 (5) the declaration and payment of dividends to holders of any class or series of Disqualified Stock of the Issuer or any of its
Restricted Subsidiaries or any class or series of Preferred Stock of any Restricted Subsidiary issued in accordance with Section 4.09 hereof to the extent such dividends are included in the definition of “Fixed Charges”; 

(6) (a) the declaration and payment of dividends to holders of any class or series of Designated Preferred Stock (other than
Disqualified Stock) issued by the Issuer or any of its Restricted Subsidiaries after the Closing Date; 
 (b) the declaration
and payment of dividends to any direct or indirect parent company of the Issuer, the proceeds of which will be used to fund the payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) of
such parent company issued after the Closing Date, provided that the amount of dividends paid pursuant to this clause (b) shall not exceed the aggregate amount of cash actually contributed to the Issuer from the sale of such Designated
Preferred Stock; or 
 (c) the declaration and payment of dividends on Refunding Capital Stock that is Preferred Stock in
excess of the dividends declarable and payable thereon pursuant to clause (2) of this Section 4.07(b); 
 provided that in
the case of each of (a), (b) and (c) of this clause (6), for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of issuance of such Designated
Preferred Stock or the declaration of such dividends on Refunding Capital Stock that is Preferred Stock, after giving effect to such issuance or declaration on a pro forma basis, the Issuer could incur $1.00 of additional Indebtedness
pursuant to the Fixed Charge Coverage Test; 
 (7) commencing eighteen months after the Closing Date, Investments in
Unrestricted Subsidiaries taken together with all other Investments made pursuant to this clause (7) that are at the time outstanding, without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do
not consist of, or have not been subsequently sold or transferred for, cash or marketable securities, not to exceed greater of (a) $250,000,000 and (b) 2.00% of Total Assets; 
  

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 (8) any repurchase of Equity Interests deemed to occur upon exercise of stock options or
warrants if such Equity Interests represent a portion of the exercise price of such options or warrants; 
 (9) the
declaration and payment of dividends on the Issuer’s common stock (or the payment of dividends to any direct or indirect parent company of the Issuer to fund a payment of dividends on such company’s common stock), following the first
public offering of the Issuer’s common stock or the common stock of any direct or indirect parent company of the Issuer after the Closing Date, of up to 6.0% per annum of the net cash proceeds received by or contributed to the Issuer in or
from any such public offering, other than public offerings with respect to the Issuer’s common stock registered on Form S-8 and other than any public sale constituting an Excluded Contribution; 
 (10) Restricted Payments that are made with Excluded Contributions; 
 (11) commencing eighteen months after the Closing Date, other Restricted Payments in an aggregate amount taken together with all other
Restricted Payments made pursuant to this clause (11) not to exceed the greater of (a) $250,000,000 and (b) 2.00% of Total Assets; 
 (12) payments of Securitization Fees; 
 (13) any Restricted Payment made in connection with
the Transactions and the fees and expenses related thereto or owed to Affiliates, in each case with respect to any Restricted Payment made or owed to an Affiliate, to the extent permitted by Section 4.11 hereof; 
 (14) the repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness pursuant to the provisions
similar to those set forth in Sections 4.10 and 4.14 hereof; provided that all Notes validly tendered by Holders in connection with a Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed, acquired or
retired for value; 
 (15) the declaration and payment of dividends or distributions by the Issuer to, or the making of loans
to, any direct or indirect parent company of the Issuer in amounts required for any direct or indirect parent company of the Issuer to pay, in each case without duplication 
 (a) franchise and excise taxes and other fees, taxes and expenses required to maintain their legal existence; 
 (b) foreign, federal, state and local income and similar taxes, to the extent such income taxes are attributable to the income of the
Issuer and its Restricted Subsidiaries and, to the extent of the amount actually received from its Unrestricted Subsidiaries, in amounts required to pay such taxes to the extent attributable to the income of such Unrestricted Subsidiaries;
provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Issuer and its Restricted Subsidiaries would be required to pay in respect of foreign, federal, state and local taxes for such
fiscal year were the Issuer, its Restricted Subsidiaries and its Unrestricted Subsidiaries (to the extent described above) to pay such taxes separately from any such parent company; 
 (c) customary salary, bonus and other benefits payable to employees, directors, officers and managers of any direct or indirect parent
company of the Issuer to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of the Issuer and its Restricted Subsidiaries, to the extent such amounts are deducted in arriving at EBITDA for any period;

  

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 (d) general operating and overhead costs and expenses of any direct or indirect parent
company of the Issuer to the extent such costs and expenses are attributable to the ownership or operation of the Issuer and its Restricted Subsidiaries; 
 (e) fees and expenses other than to Affiliates of the Issuer related to any unsuccessful equity or debt offering of such parent company and directly attributable to the operation of the Issuer and its Restricted
Subsidiaries; and 
 (f) the consideration for Investments otherwise permitted to be made by the Issuer or a Restricted
Subsidiary in accordance with this Indenture; 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 Equity Interests) to be contributed to the capital of the Issuer or one of its Restricted Subsidiaries or (2) the merger of the Person formed or acquired
into the Issuer or one of its Restricted Subsidiaries (to the extent not prohibited by Section 5.01 hereof) in order to consummate such Investment, (C) any property other than cash received by the Issuer shall not increase amounts
available for Restricted Payments pursuant to clause (3) of Section 4.07(a) hereof and (D) the terms of such transaction, taken as a whole including after giving effect to the matters referred to in clause (B) above, shall be no
less favorable to the Issuer and its Restricted Subsidiaries and the holders of the Notes than the terms thereof if it had been effected by the Issuer or a Restricted Subsidiary directly as an Investment in a manner permitted under this Indenture;

 (16) the distribution, by dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed to the Issuer or a
Restricted Subsidiary by, Unrestricted Subsidiaries (other than Unrestricted Subsidiaries the primary assets of which are Cash Equivalents); and 
 (17) cash payments in lieu of issuing fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of the Issuer or any direct or
indirect parent company of the Issuer; 
 provided that at the time of, and after giving effect to, any Restricted Payment permitted under clauses
(7), (9), (11) and (14) of this Section 4.07(b), no Default shall have occurred and be continuing or would occur as a consequence thereof. 
 (c) The Issuer shall not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the second to last sentence of the definition of “Unrestricted Subsidiary.” For purposes of
designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Issuer and its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated shall be deemed to be Investments in an
amount determined as set forth in the last sentence of the first paragraph of the definition of “Investments.” Such designation will be permitted only if a Restricted Payment in such amount would be permitted at such time under this
Section 4.07 or pursuant to the definition of “Permitted Investments,” and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. 
  


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 (d) For the avoidance of doubt, this Section 4.07 shall not restrict the making of any “AHYDO
catch-up payment” required by the terms of any Indebtedness permitted to be incurred under Section 4.09 hereof. 
 Section 4.08 Dividend
and Other Payment Restrictions Affecting Restricted Subsidiaries. 
 (a) The Issuer shall not, and shall not permit any of its Restricted
Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise cause to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: 
 (1) (A) pay dividends or make any other distributions to the Issuer or any of its Restricted Subsidiaries on its Capital Stock or with
respect to any other interest or participation in, or measured by, its profits, or 
 (B) pay any Indebtedness owed to the
Issuer or any Restricted Subsidiary that is a Guarantor; 
 (2) make loans or advances to the Issuer or any Restricted
Subsidiary that is a Guarantor; or 
 (3) sell, lease or transfer any of its properties or assets to the Issuer or any
Restricted Subsidiary that is a Guarantor, 
 (b) The restrictions in Section 4.08(a) hereof shall not apply to
encumbrances or restrictions existing under or by reason of: 
 (1) contractual encumbrances or restrictions in effect on the
Closing Date, including pursuant to the Senior Credit Facilities and the related documentation, and Hedging Obligations and the related documentation; 
 (2) the Bridge Agreement, the Loans (and any related guaranties), this Indenture, the Notes and the Guarantees; 
 (3) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions of the nature discussed in clause (3) of Section 4.08(a) hereof
on the property so acquired; 
 (4) applicable law or any applicable rule, regulation or order; 
 (5) any agreement or other instrument of a Person acquired by or merged, consolidated or amalgamated with or into the Issuer or any
Restricted Subsidiary thereof in existence at the time of such acquisition, merger, consolidation or amalgamation (but, in any such case, not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the
properties or assets of any Person, other than the Person so acquired and its Subsidiaries, or the property or assets of the Person so acquired and its Subsidiaries or the property or assets so assumed; 
 (6) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of the Issuer pursuant to an agreement
that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary; 
  

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 (7) Secured Indebtedness otherwise permitted to be incurred pursuant to Sections 4.09 and
4.12 hereof that limit the right of the debtor to dispose of the assets securing such Indebtedness; 
 (8) restrictions on
cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; 
 (9) other Indebtedness, Disqualified Stock or Preferred Stock, in each case of a Foreign Subsidiary permitted to be incurred subsequent to the Closing Date pursuant to Section 4.09 hereof; 
 (10) customary provisions in any joint venture agreement or other similar agreement relating solely to such joint venture; 
 (11) customary provisions contained in any lease, sublease, license, sublicense or similar agreement, including with respect to
intellectual property, and other agreements, in each case, entered into in the ordinary course of business; 
 (12)
restrictions created in connection with any Qualified Securitization Facility that, in the good faith determination of the Issuer, are necessary or advisable to effect such Qualified Securitization Facility; provided that, in the judgment of
the Issuer, such incurrence will not materially impair the Issuer’s ability to make payments under the Notes when due; 
 (13) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which the Issuer or any of its Restricted Subsidiaries is a party entered into in the ordinary
course of business; provided that such agreement prohibits the encumbrance of solely the property or assets of the Issuer or such Restricted Subsidiary that are subject to such agreement, the payment rights arising thereunder or the proceeds
thereof and not any other asset or property of the Issuer or such Restricted Subsidiary or the assets or property of any other Restricted Subsidiary; 
 (14) other Indebtedness, Disqualified Stock or Preferred Stock, in each case that is incurred subsequent to the Closing Date pursuant to Section 4.09 hereof; provided that, in the judgment of the Issuer,
such incurrence will not materially impair the Issuer’s ability to make payments under the Notes when due; and 
 (15)
any encumbrance or restriction of the type referred to in clauses (1), (2) and (3) of Section 4.08(a) hereof imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or
refinancings of the contracts, instruments or obligations referred to in clauses (1) through (14) of this Section 4.08(b); provided that such amendments, modifications, restatements, renewals, increases, supplements,
refundings, replacements or refinancings are, in the good faith judgment of the Issuer, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment,
modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. 
 Section 4.09 Limitation on Incurrence of
Indebtedness and Issuance of Disqualified Stock and Preferred Stock. 
 (a) The Issuer shall not, and shall not permit any of its
Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, 

  

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contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness
(including Acquired Indebtedness) and the Issuer shall not issue any shares of Disqualified Stock and shall not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided that the Issuer may incur
Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, if
the Fixed Charge Coverage Ratio on a consolidated basis for the Issuer and its Restricted Subsidiaries’ most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date on which such
additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if
the additional Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of the proceeds therefrom had occurred at the beginning of such four-quarter period; provided
further that the amount of Indebtedness (including Acquired Indebtedness), Disqualified Stock and Preferred Stock that may be incurred or issued, as applicable, pursuant to the foregoing by Restricted Subsidiaries that are not Guarantors
shall not exceed $300,000,000 at any one time outstanding. 
 (b) Section 4.09(a) hereof shall not apply to: 
 (1) (x) Indebtedness incurred pursuant to any ABL Credit Facility by the Issuer or any Guarantor and the issuance and creation of letters
of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof); provided that immediately after giving effect to any such
incurrence, the aggregate principal amount of all Indebtedness incurred under this clause (x) and then outstanding does not exceed $435,000,000, and (y) Indebtedness incurred pursuant to any General Credit Facility by the Issuer or any
Restricted Subsidiary and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof);
provided that immediately after giving effect to any such incurrence, the aggregate principal amount of all Indebtedness incurred under this clause (y) and then outstanding does not exceed the excess of (I) $5,000,000,000
minus (II) the aggregate amount, if any (but not in excess of $1,000,000,000 under this clause (II)) by which Indebtedness under any General Credit Facility shall have been prepaid with the Net Proceeds of an Asset Sale by the Issuer or its
Restricted Subsidiaries; 
 (2) the incurrence by the Issuer and any Guarantor of Indebtedness represented by the Loans
(including any guaranties thereof) and the Notes (including any PIK Notes and any Guarantee, but excluding any Additional Notes) and the exchange notes and related exchange guarantees to be issued in exchange for the Notes (including any PIK Notes
but excluding any Additional Notes) and the Guarantees pursuant to the Registration Rights Agreement; 
 (3) Indebtedness of
the Issuer and its Restricted Subsidiaries in existence on the Closing Date (other than Indebtedness described in clauses (1) and (2) of this Section 4.09(b)); 
 (4) Indebtedness (including Capitalized Lease Obligations) incurred or Disqualified Stock and Preferred Stock issued by the Issuer or any
of its Restricted Subsidiaries, to finance the purchase, lease or improvement of property (real or personal) or equipment that is used or useful in a Similar Business, whether through the direct purchase of assets or the Capital Stock of any Person
owning such assets in an aggregate principal amount, together with any Refinancing Indebtedness in respect thereof and all other Indebtedness, Disqualified Stock and/or Preferred Stock issued and outstanding under this clause (4) not to exceed
the greater of (x) $200,000,000 and (y) 1.5% of Total Assets at any one time outstanding; 
  

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 (5) Indebtedness incurred by the Issuer or any of its Restricted Subsidiaries
constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including letters of credit in respect of workers’ compensation claims, health, disability or other employee benefits or
property, casualty or liability insurance or self-insurance, or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims, health, disability or other employee benefits or property, casualty or
liability insurance or self-insurance; provided that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence; 
 (6) Indebtedness arising from agreements of the Issuer or its Restricted Subsidiaries providing for indemnification, adjustment of
purchase price, earnouts or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion
of such business, assets or a Subsidiary for the purpose of financing such acquisition; provided that such Indebtedness is not reflected on the balance sheet of the Issuer or any of its Restricted Subsidiaries (contingent obligations referred
to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (6)); 
 (7) Indebtedness of the Issuer to a Restricted Subsidiary; provided that any such Indebtedness owing to a Restricted Subsidiary
that is not a Guarantor is expressly subordinated in right of payment to the Notes; provided further that any subsequent issuance or transfer of any Capital Stock or any other event which results in any Restricted Subsidiary ceasing to
be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Issuer or another Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien) shall be deemed, in each case, to be an
incurrence of such Indebtedness not permitted by this clause (7); 
 (8) Indebtedness of a Restricted Subsidiary to the Issuer
or another Restricted Subsidiary; provided that if a Guarantor incurs such Indebtedness to a Restricted Subsidiary that is not a Guarantor, such Indebtedness is expressly subordinated in right of payment to the Guarantee of the Notes of such
Guarantor; provided further that any subsequent (i) transfer of any such Indebtedness (except to the Issuer or another Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien) and (ii) issuance
or transfer of any Capital Stock or any other event which results in any Restricted Subsidiary ceasing to be a Restricted Subsidiary shall be deemed, in each case, to be an incurrence of such Indebtedness not permitted by this clause (8);

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

  

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 (10) Hedging Obligations (excluding Hedging Obligations entered into for speculative
purposes) for the purpose of limiting interest rate risk, exchange rate risk or commodity pricing risk; 
 (11) obligations in
respect of self-insurance and obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Issuer or any of its Restricted Subsidiaries in the ordinary course
of business; 
 (12) (a) Indebtedness or Disqualified Stock of the Issuer and Indebtedness, Disqualified Stock or Preferred
Stock of the Issuer or any Restricted Subsidiary equal to 200.0% of the net cash proceeds received by the Issuer since immediately after the Closing Date from the issue or sale of Equity Interests of the Issuer or cash contributed to the capital of
the Issuer (in each case, other than proceeds of Disqualified Stock or sales of Equity Interests to the Issuer or any of its Subsidiaries) as determined in accordance with clauses (3)(b) and (3)(c) of Section 4.07(a) hereof to the
extent such net cash proceeds or cash have not been applied pursuant to such clauses to make Restricted Payments or to make other Investments, payments or exchanges pursuant to Section 4.07(b) hereof or to make Permitted Investments (other than
Permitted Investments specified in clauses (1) and (3) of the definition thereof) and (b) Indebtedness or Disqualified Stock of the Issuer and Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or any Restricted
Subsidiary not otherwise permitted hereunder in an aggregate principal amount or liquidation preference, which when aggregated with the principal amount and liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock
then outstanding and incurred or issued, as applicable, under this clause (12)(b), does not at any one time outstanding exceed $400,000,000 (it being understood that any Indebtedness incurred or Disqualified Stock or Preferred Stock issued
pursuant to this clause (12)(b) shall cease to be deemed incurred, issued or outstanding under this clause (12)(b) but shall be deemed incurred or issued under Section 4.09(a) hereof from and after the first date on which the Issuer
or such Restricted Subsidiary could have incurred such Indebtedness or issued such Disqualified Stock or Preferred Stock under Section 4.09(a) hereof without reliance on this clause (12)(b)); 
 (13) the incurrence by the Issuer or any Restricted Subsidiary of Indebtedness or issuance by the Issuer or any Restricted Subsidiary of
Disqualified Stock or Preferred Stock which serves to extend, replace, refund, refinance, renew or defease any Indebtedness incurred or Disqualified Stock or Preferred Stock issued as permitted under Section 4.09(a) hereof and clauses (2), (3),
(4) and (12)(a) of this Section 4.09(b), this clause (13) and clauses (14) and (24) of this Section 4.09(b), including such additional Indebtedness incurred or Disqualified Stock or Preferred Stock issued to pay
premiums (including tender premiums), defeasance costs and fees and expenses in connection therewith (the “Refinancing Indebtedness”); provided that such Refinancing Indebtedness: 
 (A) has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred or issued which is not less than the
remaining Weighted Average Life to Maturity of, the Indebtedness, Disqualified Stock or Preferred Stock being extended, replaced, refunded, refinanced, renewed or defeased (except by virtue of prepayment of such Indebtedness), 
 (B) to the extent such Refinancing Indebtedness extends, replaces, refunds, refinances, renews or defeases (i) Indebtedness
subordinated or pari passu to the Notes or any Guarantee thereof, such Refinancing Indebtedness is subordinated or pari passu to the Notes or the Guarantee at least to the same extent as the Indebtedness being extended, 

  

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replaced, refunded, refinanced, renewed or defeased or (ii) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness must be Disqualified
Stock or Preferred Stock, respectively, and 
 (C) shall not include: 
 (i) Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary of the Issuer that is not a Guarantor that refinances
Indebtedness, Disqualified Stock or Preferred Stock of the Issuer; 
 (ii) Indebtedness, Disqualified Stock or Preferred
Stock of a Subsidiary of the Issuer that is not a Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of a Guarantor; or 
 (iii) Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or a Restricted Subsidiary that refinances Indebtedness, Disqualified Stock or Preferred Stock of an Unrestricted Subsidiary; 
 and provided further that subclauses (A) and (B) of this clause (13) shall not apply to any extension, replacement,
refunding, refinancing, renewal or defeasance of any Indebtedness outstanding under any Senior Credit Facility and Obligations secured by Permitted Liens; 
 (14) Indebtedness, Disqualified Stock or Preferred Stock of (x) the Issuer or a Restricted Subsidiary incurred or issued to finance an acquisition or (y) Persons that are acquired by the Issuer or any
Restricted Subsidiary or merged into or amalgamated or consolidated with the Issuer or a Restricted Subsidiary in accordance with the terms of this Indenture; provided that after giving effect to such acquisition, merger, amalgamation or
consolidation, either 
 (a) the Issuer would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the
Fixed Charge Coverage Test, or 
 (b) the Fixed Charge Coverage Ratio of the Issuer and the Restricted Subsidiaries is equal
to or greater than immediately prior to such acquisition, merger, amalgamation or consolidation; 
 (15) Indebtedness arising
from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within five Business Days
of its incurrence; 
 (16) Indebtedness of the Issuer or any of its Restricted Subsidiaries supported by a letter of credit
issued pursuant to any Senior Credit Facility, in a principal amount not in excess of the stated amount of such letter of credit; 
 (17) (a) any guarantee by the Issuer or a Restricted Subsidiary of Indebtedness or other obligations of any Restricted Subsidiary so long as the incurrence of such Indebtedness incurred by such Restricted Subsidiary is permitted under
the terms of this Indenture, or 
 (b) any guarantee by a Restricted Subsidiary of Indebtedness of the Issuer; provided
that such guarantee is incurred in accordance with Section 4.15 hereof; 
  

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 (18) Indebtedness issued by the Issuer or any of its Restricted Subsidiaries to future,
present or former employees, directors, officers, managers and consultants thereof, their respective Controlled Investment Affiliates or Immediate Family Members, in each case to finance the purchase or redemption of Equity Interests of the Issuer
or any direct or indirect parent company of the Issuer to the extent described in clause (4) of Section 4.07(b) hereof; 
 (19) customer deposits and advance payments received in the ordinary course of business from customers for goods purchased in the ordinary course of business; 
 (20) Indebtedness in respect of Bank Products provided by banks and other financial institutions to the Issuer and any Restricted
Subsidiary thereof in the ordinary course of business; 
 (21) Indebtedness incurred by a Restricted Subsidiary in connection
with bankers’ acceptances, discounted bills of exchange or the discounting or factoring of receivables for credit management purposes, in each case incurred or undertaken in the ordinary course of business; 
 (22) Indebtedness of the Issuer or any of its Restricted Subsidiaries consisting of (a) the financing of insurance premiums or
(b) take-or-pay obligations contained in supply arrangements, in each case incurred in the ordinary course of business; 
 (23) the incurrence of Indebtedness of Foreign Subsidiaries of the Issuer or any of its Restricted Subsidiaries in an amount not to exceed at any one time outstanding and together with any other Indebtedness incurred under this clause
(23) the greater of (i) $200,000,000 and (ii) 8.0% of the Foreign Subsidiary Total Assets (it being understood that any Indebtedness incurred pursuant to this clause (23) shall cease to be deemed incurred or outstanding under
this clause (23) but shall be deemed incurred under Section 4.09(a) hereof from and after the first date on which the Issuer or such Restricted Subsidiaries could have incurred such Indebtedness under Section 4.09(a) hereof without
reliance on this clause (23)); 
 (24) Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Subsidiary incurred
or issued to finance or assumed in connection with an acquisition in a principal amount not to exceed $150,000,000 in the aggregate at any one time outstanding together with all other Indebtedness incurred and Disqualified Stock and Preferred Stock
issued under this clause (24) (it being understood that any Indebtedness incurred and Disqualified Stock or Preferred Stock issued pursuant to this clause (24) shall cease to be deemed incurred or outstanding for purposes of this clause
(24) but shall be deemed incurred for the purposes of Section 4.09(a) hereof from and after the first date on which such Restricted Subsidiary could have incurred such Indebtedness, Disqualified Stock or Preferred Stock under
Section 4.09(a) hereof without reliance on this clause (24)); and 
 (25) Indebtedness of the Issuer or any of its
Restricted Subsidiaries undertaken in connection with cash management and related activities with respect to any Subsidiary or joint venture in the ordinary course of business. 
 (c) For purposes of determining compliance with this Section 4.09: 
 (1) in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) meets the criteria of more
than one of the categories of Permitted Indebtedness, Disqualified Stock or Preferred Stock described in clauses (1) through (25) of Section 4.09(b) hereof or is entitled to be incurred pursuant to Section 4.09(a) hereof, the
Issuer, in its sole discretion, shall classify or reclassify such item of Indebtedness, Disqualified Stock or Preferred 

  

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Stock (or any portion thereof) and shall only be required to include the amount and type of such Indebtedness, Disqualified Stock or Preferred Stock in one
of the above clauses of Section 4.09(b) hereof or under Section 4.09(a) hereof; provided that all Indebtedness outstanding under the Senior Credit Facilities on the Closing Date shall be treated as incurred on the Closing Date under
clause (1) of Section 4.09(b) hereof; and 
 (2) the Issuer shall be entitled to divide and classify an item of
Indebtedness in more than one of the types of Indebtedness described in Sections 4.09(a) and 4.09(b) hereof. 
 (d) Accrual of interest or
dividends, the accretion of accreted value, the accretion or amortization of original issue discount and the payment of interest or dividends in the form of additional Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, of the
same class shall not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock or Preferred Stock for purposes of this Section 4.09. 
 (e) For purposes of determining compliance with any 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 (i) the principal amount of such Indebtedness being refinanced plus
(ii) the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing. 
 (f) The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the
currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing. The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness 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. 
 (g)
The Issuer shall not, and shall not permit any Guarantor to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness) that is contractually subordinated or junior in right of payment to any Indebtedness of the Issuer or such
Guarantor, as the case may be, unless such Indebtedness is expressly subordinated in right of payment to the Notes or such Guarantor’s Guarantee to the extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of
the Issuer or such Guarantor, as the case may be. For purposes of this Indenture, Indebtedness that is unsecured is not deemed to be subordinated or junior to Secured Indebtedness merely because it is unsecured, and senior indebtedness is not deemed
to be subordinated or junior to any other senior indebtedness merely because it has a junior priority with respect to the same collateral. 
 Section 4.10 Asset Sales. 
 (a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to,
consummate an Asset Sale, unless: 
 (1) the Issuer or such Restricted Subsidiary, as the case may be, receives consideration
at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of; and 
  

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 (2) except in the case of a Permitted Asset Swap, at least 75.0% of the consideration
therefor received by the Issuer or such Restricted Subsidiary, as the case may be, is in the form of Cash Equivalents; provided that the amount of: 
 (A) any liabilities (as shown on the Issuer’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto) of the Issuer or such Restricted Subsidiary, other than liabilities that
are by their terms subordinated to the Notes, that are assumed by the transferee of any such assets and for which the Issuer and all of its Restricted Subsidiaries have been validly released by all creditors in writing; 
 (B) any securities, notes or other obligations or assets received by the Issuer or such Restricted Subsidiary from such transferee that
are converted by the Issuer or such Restricted Subsidiary into Cash Equivalents (to the extent of the Cash Equivalents received) within 180 days following the closing of such Asset Sale; and 
 (C) any Designated Non-cash Consideration received by the Issuer or such Restricted Subsidiary in such Asset Sale having an aggregate fair
market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (C) that is at that time outstanding, not to exceed in the aggregate the greater of (x) $500,000,000 and (y) 4.00% of Total
Assets at the time of the receipt of such Designated Non-cash Consideration, with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value,

 shall be deemed to be Cash Equivalents for purposes of this provision and for no other purpose. 
 (b) Within 450 days after the receipt of any Net Proceeds of any Asset Sale, the Issuer or such Restricted Subsidiary, at its option, may apply the
Net Proceeds from such Asset Sale, 
 (1) to permanently reduce: 
 (A) Indebtedness under any Senior Credit Facility together with any other Obligations owing with respect to Indebtedness so reduced, and
to correspondingly reduce commitments, if any, with respect thereto; 
 (B) Secured Indebtedness together with any other
Obligations owing with respect to Indebtedness so reduced, and to correspondingly reduce commitments, if any, with respect thereto; 
 (C) other Indebtedness of the Issuer or any Restricted Subsidiary (other than Subordinated Indebtedness) together with any other Obligations owing with respect to Indebtedness so reduced, provided that the Issuer shall equally and ratably
reduce Obligations under the Notes as provided in Section 5 of each of the Notes and Section 3.02 hereof 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 in Section 3.09 and Section 4.10(c) hereof) 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 to be repurchased; or 
  

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 (D) Indebtedness of a Restricted Subsidiary that is not a Guarantor; 
 but in each case in this clause (1) excluding Indebtedness owed to the Issuer or one of its Subsidiaries; 
 (2) to make (a) an Investment in any one or more businesses, provided that such Investment in any business is in the form of
the acquisition of Capital Stock and results in the Issuer or another of its Restricted Subsidiaries, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (b) capital
expenditures or (c) acquisitions of other assets, in the case of each of (a), (b) and (c), used or useful in a Similar Business; or 
 (3) to make an Investment in (a) any one or more businesses, provided that such Investment in any business is in the form of the acquisition of Capital Stock and results in the Issuer or another of its
Restricted Subsidiaries, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (b) properties or (c) other assets that, in the case of each of (a), (b) and (c),
replace the businesses, properties and/or assets that are the subject of such Asset Sale; 
 provided that, in the case of clauses (2) and
(3) above, a binding commitment entered into not later than such 450th day shall extend the period for such Investment or other payment for an additional 180 days after the end of such 450-day period so long as the Issuer or such other
Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Proceeds will be applied to satisfy such commitment within 180 days of such commitment (an “Acceptable Commitment”) and, in the event
any Acceptable Commitment is later cancelled or terminated for any reason before the Net Proceeds are applied in connection therewith, the Issuer or such Restricted Subsidiary enters into another Acceptable Commitment (a “Second
Commitment”) within such 180-day period; provided further that (x) if any Second Commitment is later cancelled or terminated for any reason before such Net Proceeds are applied, or (y) such Net Proceeds are not
actually so invested or paid in accordance with clauses (2) or (3) above by the end of such 180-day period, then such Net Proceeds shall constitute Excess Proceeds on the date of such cancellation or termination, or such 180th day, as
applicable. 
 (c) Any Net Proceeds from the Asset Sale that are not invested or applied as provided and within the time period set forth in
Section 4.10(b) hereof shall be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $75,000,000, the Issuer shall make an offer to all Holders of the Notes and, if required by the terms
of any Indebtedness that is pari passu with the Notes (“Pari Passu Indebtedness”), to the holders of such Pari Passu Indebtedness (an “Asset Sale Offer”), to purchase the maximum aggregate principal amount of
the Notes and such Pari Passu Indebtedness (including any outstanding Loans) that is at least $1,000 or an integral multiple thereof, 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 (or accreted value, if less), plus accrued and unpaid interest, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture. The Issuer shall commence an Asset Sale
Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceed $75,000,000 by mailing the notice required pursuant to the terms of this Indenture, with a copy to the Trustee or otherwise in accordance with
the procedures of DTC. The Issuer, in its sole discretion, may satisfy the foregoing obligations with respect to any Net Proceeds from an Asset Sale by making an Asset Sale Offer with respect to such Net Proceeds prior to the expiration of the
relevant 450 days (or such longer period provided above) or with respect to Excess Proceeds of $75,000,000 or less. 
  

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 (d) To the extent that the aggregate amount of Notes and such Pari Passu Indebtedness tendered pursuant
to an Asset Sale Offer is less than the Excess Proceeds, the Issuer may use any remaining Excess Proceeds for general corporate purposes, subject to compliance with other covenants contained in this Indenture. If the aggregate principal amount of
Notes or the Pari Passu Indebtedness surrendered in an Asset Sale Offer by such holders thereof exceeds the amount of Excess Proceeds, the Notes (as selected by the Trustee) and such Pari Passu Indebtedness shall be purchased on a pro rata basis
based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered in accordance with Section 3.09. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds that resulted in the Asset Sale
Offer shall be reset to zero (regardless of whether there are any remaining Excess Proceeds upon such completion). 
 (e) Pending the final
application of any Net Proceeds pursuant to this Section 4.10, the holder of such Net Proceeds may apply such Net Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility, including under any Senior Credit
Facility, or otherwise invest such Net Proceeds in any manner not prohibited by this Indenture. 
 (f) The Issuer shall comply with the
requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. To
the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations
described in this Indenture by virtue thereof. 
 Section 4.11 Transactions with Affiliates. 
 (a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose
of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Issuer
(each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $25,000,000, unless: 
 (1) such Affiliate Transaction is on terms that are not materially less favorable to the Issuer or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer
or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis; and 
 (2) the Issuer delivers to the
Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $50,000,000, a resolution adopted by the majority of the board of directors of the Issuer
approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (1) of this Section 4.11(a). 
 (b) Section 4.11(a) hereof shall not apply to the following: 
 (1) transactions between or among the Issuer or any of its Restricted Subsidiaries; 
  

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 (2) Restricted Payments permitted by Section 4.07 hereof and Investments
constituting Permitted Investments; 
 (3) the payment of management, consulting, monitoring, advisory and other fees,
indemnities and expenses pursuant to the Management Fee Agreement (plus any unpaid management, consulting, monitoring, advisory and other fees, indemnities and expenses accrued in any prior year) and the termination fees pursuant to the Management
Fee Agreement, or any amendment thereto so long as any such amendment is not disadvantageous in the good faith judgment of the board of directors of the Issuer to the Holders when taken as a whole, as compared to the Management Fee Agreement as in
effect on the Closing Date; 
 (4) the payment of reasonable and customary fees and compensation paid to, and indemnities and
reimbursements provided on behalf of or for the benefit of, current or former employees, directors, officers, managers or consultants of the Issuer, any of its direct or indirect parent companies or any of its Restricted Subsidiaries; 
 (5) transactions in which the Issuer or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an
Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable to the Issuer or its relevant Restricted
Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis; 
 (6) any agreement as in effect as of the Closing Date, or any amendment thereto (so long as any such amendment is not disadvantageous in
any material respect in the good faith judgment of the board of directors of the Issuer to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Closing Date); 
 (7) the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under the terms of, any
stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Closing Date and any similar agreements which it may enter into thereafter; provided that the
existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Closing Date shall only be permitted
by this clause (7) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous in any material respect in the good faith judgment of the board of directors of the Issuer to the Holders when taken as a
whole as compared to the original agreement in effect on the Closing Date; 
 (8) the Transactions and the payment of all fees
and expenses related to the Transactions, including Transaction Expenses; 
 (9) transactions with customers, clients,
suppliers, contractors, joint venture partners or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture which are fair to the Issuer and its
Restricted Subsidiaries, in the reasonable determination of the board of directors of the Issuer or the senior management thereof, or are on terms at least as favorable as would reasonably have been obtained at such time from an unaffiliated party;

 (10) the issuance of Equity Interests (other than Disqualified Stock) of the Issuer to any direct or indirect parent
company of the Issuer or to any Permitted Holder or to any employee, 

  

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director, officer, manager or consultant (or their respective Controlled Investment Affiliates or Immediate Family Members) of the Issuer, any of its direct
or indirect parent companies or any of its Restricted Subsidiaries; 
 (11) sales of accounts receivable, or participations
therein, or Securitization Assets or related assets to any special purpose vehicle in connection with any ABL Facility or any Qualified Securitization Facility; 
 (12) payments by the Issuer or any of its Restricted Subsidiaries to any of the Investors made for any financial advisory, financing,
underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which payments are approved by a majority of the board of directors of the Issuer
in good faith or are otherwise permitted by this Indenture; 
 (13) payments by or Indebtedness (and cancellation thereof),
Disqualified Stock and Preferred Stock of the Issuer and its Restricted Subsidiaries to any future, current or former employee, director, officer, manager or consultant (or their respective Controlled Investment Affiliates or Immediate Family
Members) of the Issuer, 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 or any distributor equity plan or 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, distributors 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
Issuer in good faith; 
 (14) investments by any of the Investors in securities of the Issuer or any of its Restricted
Subsidiaries (and payment of reasonable out-of-pocket expenses incurred by such Investors in connection therewith) so long as (a) the investment is being offered generally to other investors on the same or more favorable terms and (b) the
investment constitutes less than 5.0% of the proposed or outstanding issue amount of such class of securities; 
 (15)
payments by the Issuer (and any direct or indirect parent company thereof) and its Subsidiaries pursuant to tax sharing agreements among the Issuer (and any such parent company) and its Subsidiaries; provided that in each case the amount of
such payments in any fiscal year does not exceed the amount that the Issuer, its Restricted Subsidiaries and its Unrestricted Subsidiaries (to the extent of amount received from Unrestricted Subsidiaries) would be required to pay in respect of
foreign, federal, state and local taxes for such fiscal year were the Issuer, its Restricted Subsidiaries and its Unrestricted Subsidiaries (to the extent described above) to pay such taxes separately from any such parent entity; 
 (16) any lease entered into between the Issuer or any Restricted Subsidiary, as lessee and any Affiliate of the Issuer, as lessor, which
is approved by a majority of the disinterested members of the board of directors of the Issuer in good faith; and 
 (17)
intellectual property licenses in the ordinary course of business. 
  

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 Section 4.12 Liens. 
 The Issuer shall not, and shall not permit any Guarantor to, directly or indirectly, create, incur or assume any Lien (except any Permitted Lien) that secures any Obligation or any related guarantee, on any asset or
property of the Issuer or any Guarantor, or any income or profits therefrom, or assign or convey any right to receive income therefrom, unless: 
 (1) in the case of Liens securing Subordinated Indebtedness, the Notes and related Guarantees are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens; or 
 (2) in all other cases, the Notes or the Guarantees are equally and ratably secured, except that the foregoing shall not apply to or
restrict (a) Liens securing the Loans (and any guaranties thereof) and the Notes (including PIK Notes) and the related Guarantees, including exchange notes and related guarantees, (b) Liens securing (x) Indebtedness and other
Obligations permitted to be incurred under any Senior Credit Facility, including any letter of credit facility relating thereto, that was permitted by the terms of this Indenture to be incurred pursuant to clause (1) of Section 4.09(b)
hereof and (y) obligations of the Issuer or any Subsidiary in respect of any Bank Products provided by any lender party to any Senior Credit Facility or any Affiliate of such lender (or any Person that was a lender or an Affiliate of a lender
at the time the applicable agreements pursuant to which such Bank Products are provided were entered into) and (c) Liens incurred to secure any Indebtedness permitted to be incurred pursuant to Section 4.09 hereof; provided that
with respect to Liens securing Indebtedness permitted under this subclause (c), at the time of incurrence and after giving pro forma effect thereto, the Consolidated Secured Debt Ratio would be no greater than 4.75 to 1.00. 
 Any Lien created for the benefit of the Holders of the Notes pursuant to this Section 4.12 shall be deemed automatically and unconditionally
released and discharged upon the release and discharge of the applicable Lien described in clauses (1) and (2) of this Section 4.12. 
 Section 4.13 Corporate Existence. 
 Subject to Article 5 hereof, the Issuer shall do or cause to be done all things
necessary to preserve and keep in full force and effect its corporate existence, in accordance with its organizational documents (as the same may be amended from time to time). 
 Section 4.14 Offer to Repurchase Upon Change of Control. 
 (a) If a Change of Control occurs,
unless the Issuer has previously or concurrently mailed a redemption notice with respect to all the outstanding Notes as set forth in Section 5 of each of the Notes and Section 3.03 hereof, the Issuer shall make an offer to purchase all of
the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101.0% of the aggregate principal amount thereof plus accrued and unpaid
interest, if any, to the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, the
Issuer shall send notice of such Change of Control Offer by first-class mail, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC,
with the following information: 
 (1) that a Change of Control Offer is being made pursuant to this Section 4.14, and
that all Notes properly tendered pursuant to such Change of Control Offer shall be accepted for payment by the Issuer; 
  

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 (2) the purchase price and the purchase date, which shall be no earlier than 30 days
nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”); 
 (3) that any Note not properly tendered shall 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 shall 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 shall 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 shall be entitled to withdraw their tendered Notes and their
election to require the Issuer to purchase such Notes, provided that the paying agent receives, not later than the close of business on the second Business Day prior to the Change of Control Payment Date, a telegram, telex, facsimile
transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;

 (7) that if the Issuer is redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes
and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to at least $1,000 or an integral multiple thereof; provided that if PIK Notes in
respect of Definitive Notes are issued or PIK Interest is paid, the principal amount of such unpurchased portion may equal a minimum of $1.00 or an integral multiple of $1.00; 
 (8) if such notice is mailed prior to the occurrence of a Change of Control, 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 4.14, that a Holder must follow. 
 The notice, if mailed in a manner herein provided, shall be conclusively presumed to have
been given, whether or not the Holder receives such notice. If (a) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s
failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer shall comply with the requirements of
Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase by the Issuer of Notes pursuant to a Change of Control Offer. To
the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its
obligations under this Section 4.14 by virtue thereof. 
  

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 (b) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law, 

(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;

 (2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or
portions thereof so tendered; and 
 (3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so
accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer. 
 (c) The Issuer shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the
requirements set forth in this Section 4.14 applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary
herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made. 
 (d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the
provisions of Sections 3.02, 3.05 and 3.06 hereof. 
 Section 4.15 Limitation on Guarantees of Indebtedness by Restricted Subsidiaries.

 The Issuer shall not permit any of its Wholly-Owned Subsidiaries that are Restricted Subsidiaries (and non-Wholly-Owned Subsidiaries if
such non-Wholly-Owned Subsidiaries guarantee other capital markets debt securities of the Issuer or any Guarantor), other than a Guarantor, a Foreign Subsidiary or a Securitization Subsidiary, to guarantee the payment of any Indebtedness of the
Issuer or any other Guarantor unless: 
 (1) such Restricted Subsidiary within 30 days executes and delivers a
supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, providing for a Guarantee by such Restricted Subsidiary; except that with respect to a guarantee of Indebtedness of 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 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; and 
 (2) such
Restricted Subsidiary waives in writing and shall 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 Issuer or any other Restricted Subsidiary
as a result of any payment by such Restricted Subsidiary under its Guarantee; 
 provided that this Section 4.15 shall not be applicable to
(i) 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 and
(ii) guarantees of any Qualified Securitization Facility by any Restricted Subsidiary. 
  

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 Notwithstanding the foregoing and the other provisions of this Indenture, any Guarantee by a Restricted
Subsidiary shall provide by its terms that it shall be automatically and unconditionally released and discharged under the circumstances set forth in Section 10.06. The Issuer may elect, in its sole discretion, to cause any Subsidiary that is
not otherwise required to be a Guarantor to become a Guarantor, in which case such Subsidiary shall not be required to comply with the 30 day period described in clause (1) of this Section 4.15. 
 Section 4.16 Suspension of Covenants and Guarantees. 
 (a) During any period of time after the Initial Exchange Date that (i) the Notes have Investment Grade Ratings from both Rating Agencies and (ii) no Default has occurred and is continuing under this Indenture (the occurrence of
the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event” and the date thereof being referred to as the “Suspension Date”), the Issuer and
the Restricted Subsidiaries shall not be subject to Sections 4.07, 4.08, 4.09, 4.10, 4.11 and 4.15 hereof and clause (4) of Section 5.01(a) hereof (the “Suspended Covenants”). 
 (b) In the event that the Issuer and its Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time
as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade
Rating, then the Issuer and its Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events. The period of time between the Suspension Date and the Reversion Date is
referred to as the “Suspension Period.” 
 (c) The Guarantees of the Guarantors shall be suspended during the Suspension
Period. Additionally, upon the occurrence of a Covenant Suspension Event and on any Reversion Date for the purposes of Section 4.10 hereof, the amount of Excess Proceeds from Net Proceeds shall be reset to zero. 
 (d) During any Suspension Period, the Issuer and its Restricted Subsidiaries shall not be subject to Section 4.14 hereof; provided that for
purposes of determining the applicability of Section 4.14 hereof, the Reversion Date shall be defined as the date that (a) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the
Notes below an Investment Grade Rating and/or (b) the Issuer or any of its Affiliates enter into an agreement to effect a transaction that would result in a Change of Control and one or more of the Rating Agencies indicate that if consummated,
such transaction (alone or together with any related recapitalization or refinancing transactions) would cause such Rating Agency to withdraw its Investment Grade Rating or downgrade the ratings assigned to the Notes below an Investment Grade
Rating. On and after the Reversion Date as defined with respect to Section 4.14 hereof, the Issuer and the Restricted Subsidiaries shall thereafter again be subject to Section 4.14 hereof, including, without limitation, with respect to a
proposed transaction described in subclause (b) of this Section 4.16(d). 
 (e) Notwithstanding the foregoing, in the event of any
such reinstatement of the Suspended Covenants and Section 4.14 hereof, no action taken or omitted to be taken by the Issuer or any of its Restricted Subsidiaries prior to such reinstatement will give rise to a Default or Event of Default under
this Indenture with respect to the Notes, and (i) with respect to Restricted Payments made after such reinstatement, the amount of Restricted Payments made will be calculated as though Section 4.07 hereof had been in effect prior to, but
not during, the Suspension Period, (ii) all Indebtedness incurred or Disqualified 

  

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Stock or Preferred Stock issued during the Suspension Period will be classified to have been incurred or issued pursuant to clause (3) of
Section 4.09(b) hereof, (iii) any Affiliate Transaction entered into after such reinstatement pursuant to an agreement entered into during any Suspension Period shall be deemed to be permitted pursuant to clause (6) of
Section 4.11(b) hereof, (iv) any encumbrance or restriction on the ability of any Restricted Subsidiary that is not a Guarantor to take any action described in clauses (1) through (3) of Section 4.08(a) hereof that becomes
effective after such reinstatement pursuant to an agreement or instrument entered into during any Suspension Period shall be deemed to be permitted pursuant to clause (1) of Section 4.08(b) hereof; and (v) no Subsidiary of the Issuer
shall be required to comply with Section 4.15 hereof after such reinstatement with respect to any guarantee entered into by such Subsidiary during any Suspension Period. Notwithstanding the foregoing, during the Suspension Period, the Issuer
shall not designate any of its Restricted Subsidiaries to be Unrestricted Subsidiaries. 
 (f) The Issuer shall deliver promptly to the
Trustee an Officer’s Certificate notifying it of any Covenant Suspension Event or the occurrence of a Reversion Date under this Section 4.16. 
 ARTICLE 5 
 SUCCESSORS 
 Section 5.01 Merger, Consolidation or Sale of All or Substantially All Assets. 
 (a) The Issuer shall not consolidate or
merge with or into or wind up into (whether or not the Issuer is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions,
to any Person unless: 
 (1) the Issuer is the surviving corporation or the Person formed by or surviving any such
consolidation or merger (if other than the Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made, is a Person organized or existing under the laws of the jurisdiction of organization of the
Issuer, as applicable, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Issuer or such Person, as the case may be, being herein called the “Successor Company”);
provided that in the case where the surviving Person is not a corporation, a co-obligor of the Notes is a corporation; 
 (2) the Successor Company, if other than the Issuer, expressly assumes all the obligations of the Issuer under the Notes pursuant to supplemental indentures or other documents or instruments; 
 (3) immediately after such transaction, no Default exists; 
 (4) immediately after giving pro forma effect to such transaction and any related financing transactions, 
 (A) the Successor Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage
Test, or 
 (B) the Fixed Charge Coverage Ratio for the Successor Company and its Restricted Subsidiaries would be equal to or
greater than the Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries immediately prior to such transaction; 
  

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 (5) each Guarantor, unless it is the other party to the transactions described above,
shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under this Indenture, the Notes and the Registration Rights Agreement; and 
 (6) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such
consolidation, merger or transfer and such supplemental indentures, if any, comply with this Indenture. 
 (b) The Successor Company shall
succeed to, and be substituted for the Issuer under this Indenture, the Guarantees and the Notes, as applicable. Section 5.01(a) hereof shall not apply to the merger contemplated by the Transaction Agreement. Notwithstanding the immediately
preceding clauses (3) and (4) of Section 5.01(a) hereof, 
 (x) any Restricted Subsidiary may consolidate with
or merge into or transfer all or part of its properties and assets to the Issuer, and 
 (y) the Issuer may merge with an
Affiliate of the Issuer solely for the purpose of reincorporating the Issuer in the United States, any state thereof, the District of Columbia or any territory thereof so long as the amount of Indebtedness of the Issuer and its Restricted
Subsidiaries is not increased thereby. 
 (c) No Guarantor shall, and the Issuer shall not permit any Guarantor to, consolidate or merge with
or into or wind up into (whether or not the Issuer or such Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related
transactions, to any Person unless: 
 (1) (A) such Guarantor is the surviving Person or the Person formed by or
surviving any such consolidation or merger (if other than such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a Person organized or existing under the laws of the jurisdiction of
organization of such Guarantor, as the case may be, or the laws of the United States, any state thereof, the District of Columbia or any territory thereof (such Guarantor or such Person, as the case may be, being herein called the “Successor
Person”); 
 (B) the Successor Person, if other than such Guarantor, expressly assumes all the obligations of such
Guarantor under this Indenture and such Guarantor’s related Guarantee pursuant to supplemental indentures or other documents or instruments; 
 (C) immediately after such transaction, no Default exists; and 
 (D) the Issuer shall have
delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with this Indenture; or 
 (2) the transaction is made in compliance with clauses (1) and (2) of Section 4.10(a) hereof. 
 (d) In the case of clause (1) of Section 5.01(c) hereof, the Successor Person shall succeed to, and be substituted for, such Guarantor under
this Indenture and such Guarantor’s Guarantee. Notwithstanding the foregoing, any Guarantor may (1) merge or consolidate with or into or wind up into or transfer all or part of its properties and assets to another Guarantor or the Issuer,
(2) merge with an Affiliate 

  

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of the Issuer solely for the purpose of reincorporating the Guarantor in the United States, any state thereof, the District of Columbia or any territory
thereof or (3) convert into a corporation, partnership, limited partnership, limited liability corporation or trust organized or existing under the laws of the jurisdiction of organization of such Guarantor. 
 Section 5.02 Successor Corporation Substituted. 
 Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer in accordance with Section 5.01 hereof, the successor corporation
formed by such consolidation or into or with which the Issuer is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such
consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to the Issuer shall refer instead to the successor corporation and not to the Issuer), and may exercise every right and power of the
Issuer under this Indenture with the same effect as if such Successor Person had been named as the Issuer herein; provided that the predecessor Issuer shall not be relieved from the obligation to pay the principal of and interest and
Additional Interest, if any, on the Notes except in the case of a sale, assignment, transfer, lease, conveyance or other disposition of all of the Issuer’s assets that meets the requirements of Section 5.01 hereof. 
 ARTICLE 6 
 DEFAULTS AND REMEDIES 

Section 6.01 Events of Default. 
 (a) An
“Event of Default” wherever used herein, means any one of the following events: 
 (1) default in payment
when due and payable, upon redemption, acceleration or otherwise, of principal of, or premium, if any, on the Notes; 
 (2)
default for 30 days or more in the payment when due of interest on or Additional Interest, if any, with respect to the Notes; 
 (3) subject to Section 4.03(d) hereof, failure by the Issuer or any Guarantor for 60 days after receipt of written notice given by the Trustee or the Holders of not less than 30.0% in principal amount of the then outstanding Notes
to comply with any of its obligations, covenants or agreements (other than a default referred to in clauses (1) and (2) above) contained in this Indenture or the Notes; 
 (4) default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any
Indebtedness for money borrowed by the Issuer or any of its Restricted Subsidiaries or the payment of which is guaranteed by the Issuer or any of its Restricted Subsidiaries, other than Indebtedness owed to the Issuer or a Restricted Subsidiary,
whether such Indebtedness or guarantee now exists or is created after the issuance of the Notes, if both: 
 (A) such default
either results from the failure to pay any principal of such Indebtedness at its stated final maturity (after giving effect to any applicable grace periods) or relates to an obligation other than the obligation to pay principal of any such
Indebtedness at its stated final maturity and results in the holder or holders of such Indebtedness causing such Indebtedness to become due prior to its stated maturity; and 
  

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 (B) the principal amount of such Indebtedness, together with the principal amount of any
other such Indebtedness in default for failure to pay principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregate $85,000,000 or more at any one time
outstanding; 
 (5) failure by the Issuer or any Significant Subsidiary (or any group of Restricted Subsidiaries that together
(as of the date of the most recent unaudited consolidated financial statement of the Issuer) would constitute a Significant Subsidiary) to pay final judgments aggregating in excess of $85,000,000 (net of amounts covered by insurance policies issued
by reputable and creditworthy insurance 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)
the Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together (as of the most recent unaudited consolidated financial statements of the Issuer), would constitute a
Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy Law: 
 (i) commences proceedings to be
adjudicated bankrupt or insolvent; 
 (ii) consents to the institution of bankruptcy or insolvency proceedings against it, or
the filing by it of a petition or answer or consent seeking reorganization or relief under applicable Bankruptcy Law; 
 (iii)
consents to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or other similar official of it or for all or substantially all of its property; 
 (iv) makes a general assignment for the benefit of its creditors; or 
 (v) generally is not paying its debts as they become due; 
 (7) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: 
 (i) is for relief against the Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted
Subsidiaries that, taken together, would constitute a Significant Subsidiary, in a proceeding in which the Issuer or any such Restricted Subsidiaries, that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together (as
of the most recent unaudited consolidated financial statements for the Issuer), would constitute a Significant Subsidiary, is to be adjudicated bankrupt or insolvent; 
 (ii) appoints a receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Issuer or any of its Restricted
Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together (as of the most recent unaudited consolidated financial statements of the Issuer), would constitute a Significant Subsidiary, or for all or
substantially all of the property of the Issuer or any of its Restricted 

  

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Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together (as of the most recent unaudited consolidated
financial statements for the Issuer), would constitute a Significant Subsidiary; or 
 (iii) orders the liquidation of the
Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together (as of the most recent unaudited consolidated financial statements for the Issuer), would constitute a
Significant Subsidiary; 
 and the order or decree remains unstayed and in effect for 60 consecutive days; or 
 (8) the Guarantee of any Significant Subsidiary (or any group of Restricted Subsidiaries that together (as of the most recent unaudited
consolidated financial statements of the Issuer) would constitute a Significant Subsidiary) shall for any reason cease to be in full force and effect or be declared null and void in a final non-appealable judgment of a court of competent
jurisdiction or any responsible officer of any Guarantor that is a Significant Subsidiary (or the responsible officers of any group of Restricted Subsidiaries that together (as of the most recent unaudited consolidated financial statements of the
Issuer) would constitute a Significant Subsidiary), as the case may be, denies in writing that it has any further liability under its Guarantee or their Guarantees, as applicable, or gives written notice to such effect, other than by reason of the
termination of this Indenture or the release of any such Guarantee in accordance with this Indenture. 
 (b) In the event of any Event of
Default specified in clause (4) of Section 6.01(a) hereof, such Event of Default and all consequences thereof (excluding any resulting payment default, other than as a result of acceleration of the Notes) shall be annulled, waived and
rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose: 
 (1) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged; 
 (2) holders
thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default; or 
 (3) the default that is the basis for such Event of Default has been cured. 
 Section 6.02 Acceleration. 
 If any Event of Default (other than an Event of Default specified in clause (6) or (7) of Section 6.01(a) hereof with respect to the
Issuer) occurs and is continuing under this Indenture, the Trustee or the Holders of at least 30.0% in principal amount of the then total outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on
all the then outstanding Notes to be due and payable immediately. Upon the effectiveness of such declaration, such principal of and premium, if any, and interest shall be due and payable immediately. The Trustee shall have no obligation to
accelerate the Notes if in the best judgment of the Trustee, acceleration is not in the best interest of the Holders of the Notes. 
 Notwithstanding the foregoing, in the case of an Event of Default arising under clause (6) or (7) of Section 6.01(a) hereof with respect to the Issuer, all outstanding Notes shall be due and payable without further action or
notice. 
  

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 Section 6.03 Other Remedies. 
 If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal, premium, if any, and interest on the Notes or to enforce the performance of any
provision of the Notes or this Indenture. 
 The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not
produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in
the Event of Default. All remedies are cumulative to the extent permitted by law. 
 Section 6.04 Waiver of Past Defaults. 
 The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the
Notes waive any existing Default and its consequences under this Indenture (except a continuing Default in the payment of interest on, premium, if any, Additional Interest, if any, or the principal of any Note held by a non-consenting Holder) and
rescind any acceleration with respect to the Notes and its consequences (except if such rescission would conflict with any judgment of a court of competent jurisdiction). Upon any such waiver, such Default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereto. 
 Section 6.05 Control by Majority. 
 Holders of a
majority in aggregate principal amount of the then total outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The
Trustee, however, may refuse to follow any direction that conflicts with law or this Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder of a Note or that would involve the Trustee in personal liability.

 Section 6.06 Limitation on Suits. 
 Subject to Section 6.07 hereof, no Holder of a Note may pursue any remedy with respect to this Indenture or the Notes unless: 
 (1) such Holder has previously given the Trustee notice that an Event of Default is continuing; 
 (2) Holders of at least 30.0% in principal amount of the total outstanding Notes have requested the Trustee to pursue the remedy; 
 (3) Holders of the Notes have offered the Trustee security or indemnity reasonably satisfactory to it against any loss, liability or expense; 
 (4) the Trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity; and

  

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 (5) Holders of a majority in aggregate principal amount of the then total outstanding
Notes have not given the Trustee a direction inconsistent with such request within such 60-day period. 
 A Holder of a Note may not use this
Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another Holder of a Note. 
 Section 6.07
Rights of Holders of Notes To Receive Payment. 
 Notwithstanding any other provision of this Indenture, the right of any Holder of a
Note to receive payment of principal, premium, if any, and Additional Interest, if any, and interest on the Note, on or after the respective due dates expressed in the Note (including in connection with an Asset Sale Offer or a Change of Control
Offer), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder. 
 Section 6.08 Collection Suit by Trustee. 
 If an Event of Default specified in
Section 6.01(a)(1) or (2) hereof occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Issuer and each Guarantor for the whole amount of principal of,
premium, if any, and Additional Interest, if any, and interest remaining unpaid on the Notes and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel. 
 Section 6.09
Restoration of Rights and Remedies. 
 If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under
this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceedings, the Issuer, the
Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding has been instituted.

 Section 6.10 Rights and Remedies Cumulative. 
 Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in Section 2.07 hereof, no right or remedy herein conferred upon or reserved to the Trustee or
to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at
law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. 
 Section 6.11 Delay or Omission Not Waiver. 
 No
delay or omission of the Trustee or of any Holder of any Note to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein.
Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be. 
  

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 Section 6.12 Trustee May File Proofs of Claim. 
 The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Issuer (or any other obligor
upon the Notes including the Guarantors), its creditors or its property and shall be entitled and empowered to participate as a member in any official committee of creditors appointed in such matter and to collect, receive and distribute any money
or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in
any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to
receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any
Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding. 
 Section 6.13 Priorities. 
 If the Trustee
collects any money pursuant to this Article 6, it shall pay out the money in the following order: 
 (i) to the Trustee, its
agents and attorneys for amounts due under Section 7.07 hereof, including payment of all compensation, expenses and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection; 
 (ii) to Holders of Notes for amounts due and unpaid on the Notes for principal, premium, if any, and Additional Interest, if any, and
interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, and Additional Interest, if any, and interest, respectively; and 
 (iii) to the Issuer or to such party as a court of competent jurisdiction shall direct including a Guarantor, if applicable. 

The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.13. 
 Section 6.14 Undertaking for Costs. 
 In any suit
for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an
undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of
the claims or defenses made by 

  

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the party litigant. This Section 6.14 does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07 hereof, or a
suit by Holders of more than 10.0% in principal amount of the then outstanding Notes. 
 ARTICLE 7 
 TRUSTEE 
 Section 7.01 Duties of Trustee.

 (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. 
 (b) Except during the continuance of an Event of Default: 
 (i) the duties of the Trustee shall be determined solely by the express provisions of this Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and
no implied covenants or obligations shall be read into this Indenture against the Trustee; and 
 (ii) in the absence of bad
faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this
Indenture. However, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they
conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). 
 (c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: 
 (i) this paragraph (c) does not limit the effect of paragraph (b) of this Section 7.01; 
 (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved in a court
of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts; and 
 (iii) the Trustee shall
not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof. 
 (d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to this Section 7.01. 
 (e) The Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of the
Holders of the Notes unless the Holders have offered to the Trustee indemnity or security reasonably satisfactory to it against any loss, liability or expense. 
  

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 (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may
agree in writing with the Issuer. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law or as the Trustee may agree in writing with the Issuer. 
 Section 7.02 Rights of Trustee. 
 (a) The Trustee
may conclusively rely upon any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document, but the Trustee, in its discretion, may make
such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer,
personally or by agent or attorney at the sole cost of the Issuer and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. 
 (b) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not
be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel
shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. 
 (c) Any request or direction of the Issuer mentioned herein shall be sufficiently evidenced by an Issuer Order. 
 (d) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent or attorney appointed
with due care. 
 (e) The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be
authorized or within the rights or powers conferred upon it by this Indenture. 
 (f) Unless otherwise specifically provided in this
Indenture, any demand, request, direction or notice from the Issuer shall be sufficient if signed by an Officer of the Issuer. 
 (g) None of
the provisions of this Indenture shall require the Trustee to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or
powers if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it. 
 (h) The Trustee shall not be deemed to have knowledge or notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which
is in fact such a Default or Event of Default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture. 
 (i) In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but
not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. 
  

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 (j) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without
limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder. 
 (k) In the event the Issuer is required to pay Additional Interest, the Issuer will provide written notice to the Trustee of the Issuer’s obligation
to pay Additional Interest no later than 15 days prior to the next Interest Payment Date, which notice shall set forth the amount of the Additional Interest to be paid by the Issuer. The Trustee shall not at any time be under any duty or
responsibility to any Holders to determine whether the Additional Interest is payable and the amount thereof. 
 Section 7.03 Individual Rights of
Trustee. 
 The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the
Issuer or any Affiliate of the Issuer with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission
to continue as trustee or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof. 
 Section 7.04 Trustee’s Disclaimer. 
 The Trustee shall not be responsible for and makes no representation as to the
validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Issuer’s use of the proceeds from the Notes or any money paid to the Issuer or upon the Issuer’s direction under any provision of this Indenture, it
shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in
connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication. 
 Section 7.05 Notice of
Defaults. 
 If a Default occurs and is continuing and if it is known to the Trustee, the Trustee shall mail to Holders of Notes a notice
of the Default within 90 days after it occurs. The Trustee may withhold from the Holders notice of any continuing Default, except a Default relating to the payment of principal, premium, if any, interest or Additional Interest, if any, if it
determines that withholding notice is in their interest. 
 Section 7.06 Reports by Trustee to Holders of the Notes. 
 Within 60 days after each May 1, beginning with the May 1 following the date of this Indenture, and for so long as Notes remain outstanding, the
Trustee shall mail to the Holders of the Notes a brief report dated as of such reporting date that complies with Trust Indenture Act Section 313(a) (but if no event described in Trust Indenture Act Section 313(a) has occurred within the
twelve months preceding the reporting date, no report need be transmitted). The Trustee also shall comply with Trust Indenture Act Section 313(b)(2). The Trustee shall also transmit by mail all reports as required by Trust Indenture Act
Section 313(c). 
 A copy of each report at the time of its mailing to the Holders of Notes shall be mailed to the Issuer and filed with
the SEC and each stock exchange on which the Notes are listed in accordance with Trust Indenture Act Section 313(d). The Issuer shall promptly notify the Trustee when the Notes are listed on any stock exchange or delisted therefrom. 

 

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 Section 7.07 Compensation and Indemnity. 
 The Issuer shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as the parties shall
agree in writing from time to time. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall reimburse the Trustee promptly upon request for all reasonable disbursements,
advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. 
 The Issuer and the Guarantors, jointly and severally, shall indemnify the Trustee for, and hold the Trustee harmless against, any and all loss, damage,
claims, liability or expense (including attorneys’ fees) incurred by it in connection with the acceptance or administration of this trust and the performance of its duties hereunder (including the costs and expenses of enforcing this Indenture
against the Issuer or any of the Guarantors (including this Section 7.07) or defending itself against any claim whether asserted by any Holder, the Issuer or any Guarantor, or liability in connection with the acceptance, exercise or performance
of any of its powers or duties hereunder). The Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. The
Issuer shall defend the claim and the Trustee may have separate counsel and the Issuer shall pay the fees and expenses of such counsel. The Issuer need not reimburse any expense or indemnify against any loss, liability or expense incurred by the
Trustee through the Trustee’s own willful misconduct, negligence or bad faith. 
 The obligations of the Issuer under this
Section 7.07 shall survive the satisfaction and discharge of this Indenture or the earlier resignation or removal of the Trustee. 
 To
secure the payment obligations of the Issuer and the Guarantors in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except money or property held in trust to pay
principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture. 
 When the Trustee
incurs expenses or renders services after an Event of Default specified in clause (6) or (7) of Section 6.01(a) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and
counsel) are intended to constitute expenses of administration under any Bankruptcy Law. 
 The Trustee shall comply with the provisions of
Trust Indenture Act Section 313(b)(2) to the extent applicable. 
 Section 7.08 Replacement of Trustee. 
 A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of
appointment as provided in this Section 7.08. The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Issuer. The Holders of a majority in principal amount of the then outstanding Notes
may remove the Trustee by so notifying the Trustee and the Issuer in writing. The Issuer may remove the Trustee if: 
 (a) the
Trustee fails to comply with Section 7.10 hereof; 
  

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 (b) the Trustee is adjudged a bankrupt or an insolvent Person or an order for relief is
entered with respect to the Trustee under any Bankruptcy Law; 
 (c) a custodian or public officer takes charge of the Trustee
or its property; or 
 (d) the Trustee becomes incapable of acting. 
 If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Issuer shall promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Issuer. 
 If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee (at the Issuer’s
expense), the Issuer or the Holders of at least 10% in principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee. 
 If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10 hereof, such
Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. 
 A
successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the
rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee;
provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Issuer’s obligations
under Section 7.07 hereof shall continue for the benefit of the retiring Trustee. 
 Section 7.09 Successor Trustee by Merger, etc.

 If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another
corporation, the successor corporation without any further act shall be the successor Trustee. 
 Section 7.10 Eligibility; Disqualification.

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

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 Section 7.11 Preferential Collection of Claims Against Issuer. 
 The Trustee is subject to Trust Indenture Act Section 311(a), excluding any creditor relationship listed in Trust Indenture Act Section 311(b).
A Trustee who has resigned or been removed shall be subject to Trust Indenture Act Section 311(a) to the extent indicated therein. 
 ARTICLE 8 
 LEGAL DEFEASANCE AND COVENANT DEFEASANCE 
 Section 8.01 Option To Effect Legal Defeasance or Covenant Defeasance. 
 The Issuer may, at its
option and at any time, elect to have either Section 8.02 or 8.03 hereof applied to all outstanding Notes upon compliance with the conditions set forth below in this Article 8. 
 Section 8.02 Legal Defeasance and Discharge. 
 Upon the Issuer’s exercise under
Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their
obligations with respect to all outstanding Notes and Guarantees on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer shall be deemed to have paid
and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in
clauses (a) and (b) below, to have satisfied all its other obligations under such Notes and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments
acknowledging the same) and to have cured all then existing Events of Default, except for the following provisions which shall survive until otherwise terminated or discharged hereunder: 
 (a) the rights of Holders of Notes to receive payments in respect of the principal of, premium, if any, and interest on the Notes when
such payments are due solely out of the trust created pursuant to this Indenture referred to in Section 8.04 hereof; 
 (b) the Issuer’s obligations with respect to Notes concerning issuing temporary Notes, registration of such Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security
payments held in trust; 
 (c) the rights, powers, trusts, duties and immunities of the Trustee, and the Issuer’s
obligations in connection therewith; and 
 (d) this Section 8.02. 
 Subject to compliance with this Article 8, the Issuer may exercise its option under this Section 8.02 notwithstanding the prior exercise of its
option under Section 8.03 hereof. 
 Section 8.03 Covenant Defeasance. 
 Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer and the Guarantors shall,
subject to the satisfaction of the conditions set forth in Section 8.04 

  

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hereof, be released from their obligations under the covenants (each, a “Defeased Covenant,” and collectively, the “Defeased
Covenants”) contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 and 4.15 hereof and clauses (4) and (5) of Section 5.01(a), Sections 5.01(c) and 5.01(d) hereof with respect to the
outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any
direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such Defeased Covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being
understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuer may omit to comply with and shall have no liability in respect
of any term, condition or limitation set forth in any such Defeased Covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such Defeased Covenant or by reason of any reference in any such Defeased Covenant to
any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes
shall be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof,
Sections 6.01(a)(3), 6.01(a)(4), 6.01(a)(5), 6.01(a)(6) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(7) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(8) hereof shall not constitute Events
of Default. 
 Section 8.04 Conditions to Legal or Covenant Defeasance. 
 In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the Notes: 
 (1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars,
U.S. dollar-denominated Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest
due on the Notes on the date of maturity or redemption thereof, as the case may be (provided, that if such redemption is made pursuant to Section 3.07(a) hereof and Section 5(b) of the Notes, (x) the amount of cash in U.S.
dollars or U.S. dollar-denominated Government Securities, or a combination thereof, that the Issuer must irrevocably deposit or cause to be deposited will be determined using an assumed Applicable Premium calculated as of the date of such deposit,
and (y) the Issuer must irrevocably deposit or cause to be deposited additional money in trust on the redemption date as necessary to pay the Applicable Premium as determined on such date), and the Issuer must specify whether such Notes are
being defeased to maturity or to a particular redemption date; 
 (2) in the case of Legal Defeasance, the Issuer shall have
delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, 
 (a) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling, or 
 (b) since the issuance of the 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 shall confirm that, subject to customary assumptions and exclusions, the Holders
of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same
times as would have been the case if such Legal Defeasance had not occurred; 
 (3) in the case of Covenant Defeasance, the
Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the Notes will not recognize income, gain or loss for U.S. federal
income tax purposes as a result of such Covenant Defeasance and will be subject to such tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; 
 (4) no Default (other than that resulting from any borrowing of funds to be applied to make the deposit required to effect such Legal
Defeasance or Covenant Defeasance and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit;

 (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default
under any Senior Credit Facility or any other material agreement or instrument (other than this Indenture) to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound (other than that resulting from any borrowing
of funds to be applied to make the deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith);

 (6) the Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that, as of the date of such opinion
and subject to customary assumptions and exclusions following the deposit, the trust funds will not be subject to the effect of Section 547 of Title 11 of the United States Code; 
 (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 or defrauding 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 8.05 Deposited Money and
Government Securities To Be Held in Trust; Other Miscellaneous Provisions. 
 Subject to Section 8.06 hereof, all money and
Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of
the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer or a Guarantor acting as
Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium and Additional Interest, if any, and interest, but such money need not be segregated from other funds
except to the extent required by law. 
  

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 The Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or
assessed against the cash or Government Securities deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders
of the outstanding Notes. 
 Anything in this Article 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer from
time to time upon the request of the Issuer any money or Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(1) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or
Covenant Defeasance. 
 Section 8.06 Repayment to 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 and Additional Interest, if any, or interest on any Note and remaining
unclaimed for two years after such principal, and premium and Additional Interest, if any, or interest has become due and payable shall be paid to the Issuer on its request or (if then held by the Issuer) shall be discharged from such trust; and the
Holder of such Note shall thereafter look only to the Issuer for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, shall thereupon cease.

 Section 8.07 Reinstatement. 
 If
the Trustee or Paying Agent is unable to apply any United States dollars or Government Securities in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, then the Issuer’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof
until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided that, if the Issuer makes any payment of principal of, premium and
Additional Interest, if any, or interest on any Note following the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying
Agent. 
 ARTICLE 9 
 AMENDMENT,
SUPPLEMENT AND WAIVER 
 Section 9.01 Without Consent of Holders of Notes. 
 Notwithstanding Section 9.02 hereof, the Issuer, any Guarantor (with respect to a Guarantee to which it is a party or this Indenture) and the Trustee
may amend or supplement this Indenture and any Guarantee or Notes without the consent of any Holder: 
 (1) to cure any
ambiguity, omission, mistake, defect or inconsistency; 
  

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 (2) to provide for uncertificated Notes of such series in addition to or in place of
certificated Notes; 
 (3) to comply with Section 5.01 hereof; 
 (4) to provide for the assumption of the Issuer’s or any Guarantor’s obligations to the Holders in a transaction that complies
with the requirements of this Indenture; 
 (5) to make any change that would provide any additional rights or benefits to the
Holders or that does not adversely affect the legal rights under this Indenture of any such Holder; 
 (6) to add covenants
for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantor; 
 (7) to comply
with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; 
 (8) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee thereunder pursuant to the requirements thereof; 
 (9) to provide for the issuance of exchange notes or private exchange notes, which are identical to exchange notes except that they are
not freely transferable; 
 (10) to add a Guarantor under this Indenture; 
 (11) [Reserved]; or 
 (12) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of the Notes;
provided that (a) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (b) such amendment does not materially and adversely
affect the rights of Holders to transfer Notes. 
 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 receipt by the Trustee of the documents described in Section 7.02(b) hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer and
the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not
be obligated to enter into any such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the
addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, and delivery of an Officer’s
Certificate. 
 Section 9.02 With Consent of Holders of Notes. 
 Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, the Notes and the Guarantees with the consent of the Holders of at least a majority in principal
amount of the then outstanding Notes, other than Notes beneficially owned by the Issuer 

  

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or any of its Affiliates, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes, and any existing
Default or compliance with any provision of this Indenture or the Notes issued thereunder may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a
purchase of or tender offer or exchange offer for the Notes); provided that if any amendment, waiver or other modification would only affect the Cash Pay Notes or the PIK Toggle Notes, only the consent of the holders of at least a majority in
principal amount of the then outstanding (i) Cash Pay Notes, or (ii) PIK Toggle Notes, as the case may be (and in each case voting as a single class), shall be required (and not the consent of at least a majority in principal amount of all
of the then outstanding Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. 
 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 of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02(b) hereof (to the extent
requested by the Trustee), the Trustee shall join with the Issuer in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under
this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. 
 It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves
the substance thereof. 
 After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall mail to
the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such
amended or supplemental indenture or waiver. 
 Without the consent of each affected Holder of Notes, an amendment or waiver under this
Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): 
 (1) reduce the principal amount of
such Notes whose Holders must consent to an amendment, supplement or waiver; 
 (2) reduce the principal of or change the
fixed final maturity of any such Note or alter or waive the provisions with respect to the redemption of such Notes (other than provisions relating to Sections 3.09, 4.10 and 4.14 hereof); 
 (3) reduce the rate of or change the time for payment of interest on any Note; 
 (4) waive a Default in the payment of principal of or premium, if any, or interest on the Notes, except a rescission of acceleration of
the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any
Guarantee which cannot be amended or modified without the consent of all affected Holders; 
 (5) make any Note payable in
money other than that stated therein; 
  

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 (6) make any change in the provisions of this Indenture relating to waivers of past
Defaults or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes; 
 (7)
make any change to this paragraph of this Section 9.02; 
 (8) impair the right of any Holder to receive payment of
principal of, or premium, if any, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; 
 (9) make any change to or modify the ranking of the Notes that would adversely affect the Holders; or 
 (10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Subsidiary in any manner adverse to the
Holders of the Notes. 
 Section 9.03 Compliance with Trust Indenture Act. 
 Every amendment or supplement to this Indenture or the Notes shall be set forth in an amended or supplemental indenture that complies with the Trust
Indenture Act as then in effect. 
 Section 9.04 Revocation and Effect of Consents. 
 Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note and
every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a Note may
revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the 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 consent to any amendment, supplement, or waiver. If a record date is fixed, then, notwithstanding the preceding paragraph, those Persons who were Holders at such record date (or their duly designated proxies), and only such Persons,
shall be entitled to consent to such amendment, supplement, or waiver or to revoke any consent previously given, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 120
days after such record date unless the consent of the requisite number of Holders has been obtained. 
 Section 9.05 Notation on or Exchange of
Notes. 
 The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The
Issuer in exchange for all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver. 
 Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver.

  

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 Section 9.06 Trustee To Sign Amendments, etc. 
 The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment, supplement or waiver does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. The Issuer may not sign an amendment, supplement or waiver until its board of directors approves it. In executing any amendment, supplement or waiver, the Trustee shall be provided
with and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 12.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such
amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer and any Guarantors party thereto, enforceable against them in
accordance with its terms, subject to customary exceptions, and complies with the provisions hereof (including Section 9.03 hereof). Notwithstanding the foregoing, no Opinion of Counsel will be required for the Trustee to execute any amendment
or supplement adding a new Guarantor under this Indenture. 
 Section 9.07 Payment for Consent. 
 The Issuer shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration, whether by way
of interest, fee or otherwise, to or for the benefit of any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to all such holders
and is paid to all such holders that so consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement. 
 ARTICLE 10 
 GUARANTEES 
 Section 10.01 Guarantee. 
 Subject to this Article 10, each of the Guarantors hereby, jointly and
severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the
obligations of the Issuer hereunder or thereunder, that: (a) the principal of, and interest, premium and Additional Interest, if any, on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or
otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations of the Issuer to the Holders or the Trustee hereunder or under the Notes shall be promptly paid in full or performed, all in
accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the
terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment by the Issuer when due of any amount so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the
same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. 
 The Guarantors hereby agree
that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with
respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other
than payment in full of all of the Obligations of the Issuer hereunder and under the Notes). 

  

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Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer,
any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants that this Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this
Indenture or by release in accordance with the provisions of this Indenture. 
 Each Guarantor also agrees to pay any and all costs and
expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. 
 If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Guarantors, any amount
paid either to the Trustee or such Holder, then this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. 
 Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further
agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this
Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in
Article 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so
long as the exercise of such right does not impair the rights of the Holders under the Guarantees. 
 Each Guarantee shall remain in full
force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or
trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes
are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as
though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by
such amount paid and not so rescinded, reduced, restored or returned. 
 In case any provision of any Guarantee shall be invalid, illegal or
unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 
 The Guarantee issued by any Guarantor shall be a general unsecured senior obligation of such Guarantor and shall be pari passu in right of payment with all existing and future senior indebtedness of such Guarantor, if any.

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

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 Section 10.02 Limitation on Guarantor Liability. 
 Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Guarantee of such
Guarantor not constitute a fraudulent transfer or conveyance for purposes of any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent any of the foregoing are
applicable to any Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of each Guarantor shall be limited to the maximum amount as will, after giving effect to
such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other
Guarantor in respect of the obligations of such other Guarantor under this Article 10, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law. Each
Guarantor that makes a payment under its Guarantee shall be entitled upon payment in full of all guaranteed obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro
rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with GAAP. 
 Section 10.03 Execution and Delivery. 
 (a) To evidence its Guarantee set forth in Section 10.01 hereof, each
Guarantor hereby agrees that this Indenture (or a supplemental indenture pursuant to Section 4.15 hereof) shall be executed on behalf of such Guarantor by one of its authorized officers. 
 (b) Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the
absence of the endorsement of any notation of such Guarantee on the Notes. 
 (c) If an officer of a Guarantor whose signature is on this
Indenture (or a supplemental indenture pursuant to Section 4.15 hereof) no longer holds that office at the time the Trustee authenticates a Note, the Guarantee of such Guarantor shall be valid nevertheless. 
 (d) The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this
Indenture on behalf of the Guarantors. 
 (e) If required by Section 4.15 hereof, the Issuer shall cause any newly created or acquired
Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article 10, to the extent applicable. 
 Section 10.04
Subrogation. 
 Each Guarantor shall be subrogated to all rights of Holders of Notes against the Issuer in respect of any amounts paid
by any Guarantor pursuant to the provisions of Section 10.01 hereof; provided that, if an Event of Default has occurred and is continuing, no Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon,
such right of subrogation until all amounts then due and payable by the Issuer under this Indenture or the Notes shall have been paid in full. 
  

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 Section 10.05 Benefits Acknowledged. 
 Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the
guarantee and waivers made by it pursuant to its Guarantee are knowingly made in contemplation of such benefits. 
 Section 10.06 Release of
Guarantees. 
 A Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by
such Guarantor, the Issuer or the Trustee is required for the release of such Guarantor’s Guarantee, upon: 
 (1) (A) any
sale, exchange or transfer (by merger, consolidation or otherwise) of (i) the Capital Stock of such Guarantor after which the applicable Guarantor is no longer a Restricted Subsidiary or (ii) all or substantially all the assets of such
Guarantor, which sale, exchange or transfer, in each case is made in compliance with Sections 4.10(a)(1) and (2) hereof; 
 (B) the release or discharge of the guarantee by such Guarantor of Indebtedness under the Senior Credit Facilities or such other guarantee that resulted in the creation of such Guarantee, except a discharge or release by or as a result of
payment under such guarantee (it being understood that a release subject to a contingent reinstatement is still a release, and that if any such guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor
would then be required to provide a Guarantee pursuant to Section 4.15 hereof) 
 (C) the designation of any Restricted
Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture; or 
 (D) the exercise by the Issuer of its legal defeasance option or covenant defeasance option as set forth in Article 8 hereof or the discharge of the Issuer’s obligations under this Indenture in accordance with the terms set forth in
Article 11 hereof; and 
 (2) such Guarantor delivering to the Trustee an Officer’s Certificate and an Opinion of
Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with. 
 ARTICLE 11 
 SATISFACTION AND DISCHARGE 
 Section 11.01 Satisfaction and Discharge. 
 This Indenture shall be discharged and shall cease to be of further effect
as to all Notes, when either: 
 (1) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes
which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or 
 (2) (A) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of a
notice of redemption or otherwise, shall become due and payable within one year or are to be called for redemption within one year under 

  

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arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer
or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of the Notes, cash in U.S. dollars, U.S. dollar-denominated Government Securities, or a combination
thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any,
and accrued interest to the date of maturity or redemption thereof, as the case may be (provided, that if such redemption is made pursuant to Section 3.07(a) hereof and Section 5(b) of the Notes, (x) the amount of cash in U.S.
dollars or U.S. dollar-denominated Government Securities, or a combination thereof, that the Issuer must irrevocably deposit or cause to be deposited will be determined using an assumed Applicable Premium calculated as of the date of such deposit,
and (y) the Issuer must irrevocably deposit or cause to be deposited additional money in trust on the redemption date as necessary to pay the Applicable Premium as determined on such date); 
 (B) no Default (other than that resulting from borrowing funds to be applied to make such deposit or any similar and simultaneous deposit
relating to other Indebtedness and the granting of Liens in connection therewith) with respect to this Indenture or the Notes 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 any Senior Credit Facility or any other material agreement or instrument (other than this Indenture) to which the Issuer or any Guarantor is a party or by which the
Issuer or any Guarantor is bound (other than resulting from any borrowing of funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection
therewith); 
 (C) the Issuer has paid or caused to be paid all sums payable by it under this Indenture; and 
 (D) the Issuer has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at
maturity or the redemption date, as the case may be. 
 In addition, the Issuer must deliver an Officer’s Certificate and an Opinion of
Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. 
 Notwithstanding the
satisfaction and discharge of this Indenture, if money shall have been deposited with the Trustee pursuant to subclause (A) of clause (2) of this Section 11.01, the provisions of Section 11.02 and Section 8.06 hereof shall
survive such satisfaction and discharge. 
 Section 11.02 Application of Trust Money. 
 Subject to the provisions of Section 8.06 hereof, all money deposited with the Trustee pursuant to Section 11.01 hereof shall be held in trust
and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal (and premium and Additional Interest, if any) and interest for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by
law. 
  

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 If the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with
Section 11.01 hereof by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuer’s and any Guarantor’s
obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 11.01 hereof; provided that if the Issuer has made any payment of principal of, premium and Additional
Interest, if any, or interest on any Notes because of the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held by the Trustee
or Paying Agent. 
 ARTICLE 12 
 MISCELLANEOUS 
 Section 12.01 Trust Indenture Act Controls. 
 If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by Trust Indenture Act Section 318(c), the imposed duties
shall control at all times after the effectiveness of a registration statement under the Registration Rights Agreement. 
 Section 12.02 Notices.

 Any notice or communication by the Issuer, any Guarantor or the Trustee to the others is duly given if in writing and delivered in person
or mailed by first-class mail (registered or certified, return receipt requested), facsimile or overnight air courier guaranteeing next day delivery, to the others’ address: 
 If to the Issuer and/or any Guarantor: 
 c/o
Avaya Inc. 
 211 Mt. Airy Road 
 Basking Ridge, New Jersey 07920 

			
	Attention:	 	Matthew Booher, Vice President and Treasurer
	Telephone:	 	(908) 953-7500
	Facsimile:	 	(908) 953-2657

 with a copy to: 
 Avaya Inc. 
 211 Mt. Airy Road 
 Basking Ridge, New Jersey 07920 

			
	Attention:	 	Pamela F. Craven, Chief Administrative Officer
	Telephone:	 	(908) 953-3900
	Facsimile:	 	(908) 953-3902

 with a copy to: 
 Ropes & Gray LLP 
 One International Place 
 Boston, MA 02110 

			
	Attention:	 	Byung W. Choi, Esq.
	Telephone:	 	(617) 951-7000
	Facsimile:	 	(617) 951-7050

  

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 If to the Trustee: 
 The Bank of New York Mellon 
 101 Barclay Street - Floor 8 W 
 New York, NY 10286 

			
	Attention:	 	Corporate Finance Unit
	Facsimile:	 	(212) 815-5704

 The Issuer, any Guarantor or the Trustee, by notice to the others, may designate additional or
different addresses for subsequent notices or communications. 
 All notices and communications (other than those sent to Holders) shall be
deemed to have been duly given: at the time delivered by hand, if personally delivered; five calendar days after being deposited in the mail, postage prepaid, if mailed by first-class mail; when receipt acknowledged, if faxed; and the next Business
Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery; and, subject to compliance with the Trust Indenture Act, on the first date on which publication is made, if given by publication;
provided that any notice or communication delivered to the Trustee shall be deemed effective upon actual receipt thereof. 
 Any
notice or communication to a Holder shall be mailed by first-class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar. Any
notice or communication shall also be so mailed to any Person described in Trust Indenture Act Section 313(c), to the extent required by the Trust Indenture Act. Failure to mail a notice or communication to a Holder or any defect in it shall
not affect its sufficiency with respect to other Holders. 
 If a notice or communication is mailed or otherwise delivered in the manner
provided above within the time prescribed, such notice or communication shall be deemed duly given, whether or not the addressee receives it. 
 If the Issuer mails a notice or communication to Holders, it shall mail a copy to the Trustee and each Agent at the same time. 
 Section 12.03
Communication by Holders of Notes with Other Holders of Notes. 
 Holders may communicate pursuant to Trust Indenture Act
Section 312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Issuer, the Trustee, the Registrar and anyone else shall have the protection of Trust Indenture Act Section 312(c). 
 Section 12.04 Certificate and Opinion as to Conditions Precedent. 
 Upon any request or application by the Issuer or any of the Guarantors to the Trustee to take any action under this Indenture, the Issuer or such Guarantor, as the case may be, shall furnish to the Trustee:

 (a) An Officer’s Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the
statements set forth in Section 12.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and 
  

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 (b) An Opinion of Counsel in form and substance reasonably satisfactory to the Trustee
(which shall include the statements set forth in Section 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied. 
 Section 12.05 Statements Required in Certificate or Opinion. 
 Each certificate or opinion with
respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to Section 4.04 hereof or Trust Indenture Act Section 314(a)(4)) shall comply with the provisions of Trust
Indenture Act Section 314(e) and shall include: 
 (a) a statement that the Person making such certificate or opinion has
read such covenant or condition; 
 (b) a brief statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are based; 
 (c) a statement that, in the opinion
of such Person, he or she has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with (and, in the case of an Opinion of Counsel, may
be limited to reliance on an Officer’s Certificate as to matters of fact); and 
 (d) a statement as to whether or not,
in the opinion of such Person, such condition or covenant has been complied with; provided, however, that with respect to matters of fact an Opinion of Counsel may rely on an Officer’s Certificate or certificates of public
officials. 
 Section 12.06 Rules by Trustee and Agents. 
 The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions. 
 Section 12.07 No Personal Liability of Directors, Officers, Employees and Stockholders. 
 No past, present or future director, officer, employee, incorporator, member, partner or stockholder of the Issuer or any Guarantor or any of their direct
or indirect parent companies shall have any liability for any obligations of the Issuer or the Guarantors under the Notes, the Guarantees or this Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation.
Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. 
 Section 12.08 Governing Law. 
 THIS INDENTURE, THE NOTES AND ANY GUARANTEE WILL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 
  

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 Section 12.09 Waiver of Jury Trial. 
 EACH OF THE ISSUER, THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO
TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY. 
 Section 12.10
Force Majeure. 
 In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations
under this Indenture arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including without limitation strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or
natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services. 
 Section 12.11 No Adverse Interpretation of Other Agreements. 
 This Indenture may not be used to interpret any other
indenture, loan or debt agreement of the Issuer or its Restricted Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture. 
 Section 12.12 Successors. 
 All agreements of the
Issuer in this Indenture and the Notes shall bind its successors. All agreements of the Trustee in this Indenture shall bind its successors. All agreements of each Guarantor in this Indenture shall bind its successors, except as otherwise provided
in Section 10.06 hereof. 
 Section 12.13 Severability. 
 In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired
thereby. 
 Section 12.14 Counterpart Originals. 
 The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. This Indenture may be executed in multiple counterparts which,
when taken together, shall constitute one instrument. 
 Section 12.15 Table of Contents, Headings, etc. 
 The Table of Contents, Cross-Reference Table and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference
only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 
 Section 12.16
Qualification of Indenture. 
 The Issuer and the Guarantors shall qualify this Indenture under the Trust Indenture Act in accordance
with the terms and conditions of the Registration Rights Agreement and shall pay all reasonable costs and expenses (including attorneys’ fees and expenses for the Issuer, the Guarantors and the 

  

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Trustee) incurred in connection therewith, including, but not limited to, costs and expenses of qualification of this Indenture and the Notes and printing
this Indenture and the Notes. The Trustee shall be entitled to receive from the Issuer and the Guarantors any such Officer’s Certificates, Opinions of Counsel or other documentation as it may reasonably request in connection with any such
qualification of this Indenture under the Trust Indenture Act. 
 [Signatures on following page] 
  

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	AVAYA INC.
		
	By:	 	 /s/ Matthew Booher

	Name:	 	Matthew Booher
	Title:	 	Vice President and Treasurer


 Signature Page to Exchange Note Indenture 







 GUARANTORS: 
  

			
	AVAYA ASIA PACIFIC INC.
	AVAYA CALA INC.
	AVAYA EMEA LTD.
	AVAYA FEDERAL SOLUTIONS, INC.
	AVAYA INTEGRATED CABINET SOLUTIONS INC.
	AVAYA MANAGEMENT SERVICES INC.
	AVAYA WORLD SERVICES INC.
	TECHNOLOGY CORPORATION OF AMERICA, INC.
	UBIQUITY SOFTWARE CORPORATION
	VPNET TECHNOLOGIES, INC.
	AVAYA HOLDINGS LLC
	AVAYA HOLDINGS TWO, LLC
	OCTEL COMMUNICATIONS LLC
		
	By:	 	 /s/ Matthew Booher

	Name:	 	Matthew Booher
	Title:	 	Vice President and Treasurer


 Signature Page to Exchange Note Indenture 








			
	THE BANK OF NEW YORK MELLON,
	as Trustee
		
	By:	 	 /s/ Christopher Greene

	Name:	 	Christopher Greene
	Title:	 	Vice President


 Signature Page to Exchange Note Indenture 







 EXHIBIT A1 
 [Face of Cash Pay Note] 
 [Insert the Global Note Legend, if applicable pursuant to the provisions of the
Indenture] 
 [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] 
 [Insert the Regulation S Temporary Global Note Legend, if applicable pursuant to the provisions of the Indenture] 
  

 A-1 








 CUSIP [            ] 
 ISIN [            ]1 
 [[RULE 144A][REGULATION S]
GLOBAL NOTE 
 representing up to 
 [$            ] 
 9.75% Senior Notes due 2015 
  

			
	No.             	  	[$            ]

 AVAYA INC. 
 promises to pay to CEDE & CO. or registered assigns, the principal sum [set forth on the Schedule of Exchanges of Interests in the Global Note attached hereto] [of
                                         United
States Dollars] on November 1, 2015. 
 Interest Payment Dates: November 1 and May 1 
 Record Dates2: October 15 and April 15 
  

	 1
	 Rule 144A Note CUSIP: 053499 AC3 


 Rule 144A Note ISIN: US053499AC37 
 Regulation
S Note CUSIP: 
 Regulation S Note ISIN: 
 Exchange Note CUSIP: 
 Exchange Note ISIN: 

	 2
	 Each Record Date should be 15 days prior to the next Interest Payment Date 


  

 A-2 








 IN WITNESS HEREOF, the Issuer has caused this instrument to be duly executed. 
 Dated: [—], 200[—] 
  

			
	AVAYA INC.
		
	By:	 	  

	Name:	 	
	Title:	 	


  

 A-3 








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

			
	 THE BANK OF NEW YORK MELLON,
 as
Trustee

		
	By:	 	  

		 	Authorized Signatory


 Dated: [—], 200[—] 
  

 A-4 








 [Back of Cash Pay Note] 
 9.75% Senior Notes due 2015 
 Capitalized terms used herein shall have the meanings assigned to them in the
Indenture referred to below unless otherwise indicated. 
 1. INTEREST. Avaya Inc., a Delaware corporation, promises to pay interest on the
principal amount of this Cash Pay Note at 9.75% per annum from [—], 200[—] until maturity and shall pay the Additional Interest, if any, payable pursuant to the
Registration Rights Agreement referred to below. The Issuer will pay interest and Additional Interest, if any, semi-annually in arrears on November 1 and May 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 each Cash Pay Note will accrue from the most recent date to which interest has been paid on such Cash Pay Note or, if no interest has been paid, from the date of issuance;
provided that the first Interest Payment Date shall be May 1, 2009. The Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on
demand at a rate equal to 2% plus the interest rate on the Cash Pay Notes otherwise applicable thereto; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and
Additional Interest, if any, (without regard to any applicable grace periods) from time to time on demand at a rate equal to 2% plus the interest rate on the Cash Pay Notes otherwise applicable thereto. Interest will be computed on the basis of a
360-day year comprised of twelve 30-day months. 
 2. METHOD OF PAYMENT. The Issuer will pay interest on the Cash Pay Notes and Additional
Interest, if any, to the Persons who are registered Holders of the Cash Pay Notes at the close of business on the October 15 or April 15 (whether or not a Business Day), as the case may be, next preceding the Interest Payment Date, even if
such Cash Pay Notes are canceled after such Record Date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. Payment of interest and Additional Interest, if any,
may be made by check mailed to the Holders at their addresses set forth in the register of Holders, provided that payment by wire transfer of immediately available funds will be required with respect to principal of and interest, premium and
Additional Interest, if any, on, all Global Notes and all other Cash Pay Notes the Holders of which shall have provided wire transfer instructions to the Issuer or the Paying Agent at least five Business Days in advance of the applicable Interest
Payment Date. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. 
 3. PAYING AGENT, TRANSFER AGENT AND REGISTRAR. Initially, The Bank of New York Mellon, the Trustee under the Indenture, will act as Paying Agent,
Transfer Agent and Registrar. The Issuer may change any Paying Agent, Transfer Agent or Registrar without notice to the Holders. The Issuer or any of its Subsidiaries may act in any such capacity. 
 4. INDENTURE. The Issuer issued the Cash Pay Notes under an Exchange Note Indenture, dated as of October 24, 2008 (the
“Indenture”), among Avaya Inc., the Guarantors named therein and the Trustee. This Cash Pay Note is one of a duly authorized issue of notes of the Issuer designated as its 9.75% Senior Notes due 2015. The Issuer shall be entitled to
issue Additional Notes pursuant to Section 2.01 and 4.09 of the Indenture. The terms of the Cash Pay Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended
(the “Trust Indenture Act”). The Cash Pay Notes are subject to all such terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of such terms. To the extent any provision of this Cash Pay Note
conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. 
  

 A-5 








 5. OPTIONAL REDEMPTION. 
 (a) Except as described below under clauses (b) and (c) of this Section 5, the Cash Pay Notes will not be redeemable at the Issuer’s option before November 1, 2011. 
 (b) At any time prior to November 1, 2011, the Issuer may redeem all or a part of the Cash Pay Notes, upon notice as provided in Section 3.03
of the Indenture, at a redemption price equal to 100.0% of the principal amount of the Cash Pay Notes redeemed plus the Applicable Premium as of, plus accrued and unpaid interest, if any, to the date of redemption (the “Redemption
Date”), subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. 
 (c) Until November 1, 2010, the Issuer may, at its option, on one or more occasions, redeem an aggregate principal amount of the Cash Pay Notes (including the aggregate principal amount of Additional Notes that
are Cash Pay Notes issued after the Initial Exchange Date) equal to, together with the amount of the Senior Cash-Pay Loans voluntarily prepaid pursuant to Section 2.05(a)(i)(A)(3) of the Bridge Agreement, up to 35.0% of the sum of the aggregate
principal amount of Cash Pay Notes (together with any Additional Notes that are Cash Pay Notes issued after the Initial Exchange Date) and Senior Cash-Pay Loans outstanding immediately after the Initial Exchange Date, upon notice provided as
described in Section 3.03 of the Indenture, at a redemption price equal to 109.75% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of Cash Pay Notes of
record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds from one or more Equity Offerings; provided that (1) the aggregate principal amount of the Senior Cash-Pay Loans
and the Cash Pay Notes that remain outstanding immediately after the occurrence of each such redemption is equal to or greater than 50.0% of the sum of the aggregate principal amount of Senior Cash-Pay Loans initially outstanding under the Bridge
Agreement and any Additional Notes that are Cash Pay Notes issued under the Indenture after the Initial Exchange Date; and (2) each such redemption occurs within 180 days of the date of closing of each such Equity Offering. 
 (d) On and after November 1, 2011, the Issuer may redeem the Cash Pay Notes, in whole or in part, upon notice provided as described in
Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amount of the Cash Pay Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right
of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on November 1 of each of the years indicated below: 
  

				
	 Year
	  	Cash Pay
Notes Percentage	 
	 2011
	  	104.8750	%
	 2012
	  	102.4375	%
	 2013 and thereafter
	  	100.0000	%

 (e) Any redemption of Cash Pay Notes pursuant to this Section 5 shall be made pursuant to the
provisions of Sections 3.01 through 3.06 of the Indenture. 
  

 A-6 








 6. MANDATORY REDEMPTION. The Issuer shall not be required to make mandatory redemption or sinking fund
payments with respect to the Cash Pay Notes. 
 7. NOTICE OF REDEMPTION. Subject to Section 3.03 of the Indenture, notice of redemption
will be mailed by first-class mail at least 30 days but not more than 60 days before the Redemption Date (except that redemption notices may be mailed more than 60 days prior to a Redemption Date if the notice is issued in connection with Article 8
or Article 11 of the Indenture) to each Holder whose Cash Pay Notes are to be redeemed at its registered address. Notes in denominations larger than $1,000 may be redeemed in part but only in whole multiples of $1,000, unless all of the Cash Pay
Notes held by a Holder are to be redeemed. On and after the Redemption Date interest ceases to accrue on Cash Pay Notes or portions thereof called for redemption. 
 8. OFFERS TO REPURCHASE. 
 (a) If a Change of Control occurs, unless the Issuer has previously or
concurrently mailed a redemption notice with respect to all the outstanding Cash Pay Notes as set forth in Section 3.03 of the Indenture and Section 5 hereof, the Issuer will make an offer to purchase all of the Cash Pay Notes pursuant to
the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101.0% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to
the date of purchase, subject to the right of Holders of the Cash Pay Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. The Change of Control Offer shall be made in accordance with
Section 4.14 of the Indenture. 
 (b) If the Issuer or any of its Restricted Subsidiaries consummates an Asset Sale, within 10 Business
Days of each date that Excess Proceeds exceed $75,000,000, the Issuer shall make an offer to all Holders of the Cash Pay Notes and, if required by the terms of any Indebtedness that is pari passu with the Cash Pay Notes (“Pari Passu
Indebtedness”), to the holders of such Pari Passu Indebtedness (an “Asset Sale Offer”), to purchase the maximum aggregate principal amount of the Cash Pay Notes and such Pari Passu Indebtedness that is at least $1,000 or an
integral multiple thereof, 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 (or accreted value, if less), plus accrued and unpaid interest, if any, to the date
fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture. To the extent that the aggregate amount of Cash Pay Notes and such Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the
Excess Proceeds, the Issuer may use any remaining Excess Proceeds for general corporate purposes, subject to compliance with other covenants contained in this Indenture. If the aggregate principal amount of Cash Pay Notes or the Pari Passu
Indebtedness surrendered in an Asset Sale Offer by such holders thereof exceeds the amount of Excess Proceeds, the Cash Pay Notes (as selected by the Trustee) and such Pari Passu Indebtedness shall be purchased on a pro rata basis based on the
accreted value or principal amount of the Cash Pay Notes or such Pari Passu Indebtedness tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds that resulted in the Asset Sale Offer shall be reset to zero (regardless
of whether there are any remaining Excess Proceeds upon such completion). Holders of Cash Pay Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Issuer prior to any related purchase date and may elect to
have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Cash Pay Notes. 
 9. DENOMINATIONS, TRANSFER, EXCHANGE. The Cash Pay Notes are in registered form without coupons in denominations of $1,000 and integral multiples of $1,000. The transfer of Cash Pay Notes may be registered and Cash Pay Notes may be
exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuer may require a Holder to pay any taxes and fees required 

  

 A-7 








 
by law or permitted by the Indenture. The Issuer need not exchange or register the transfer of any Cash Pay Note or portion of a Cash Pay Note selected for
redemption, except for the unredeemed portion of any Cash Pay Note being redeemed in part. Also, the Issuer need not exchange or register the transfer of any Cash Pay Notes for a period of 15 days before a selection of Cash Pay Notes to be redeemed
or any Cash Pay Notes selected for redemption or tendered (and not withdrawn) for repurchase in connection with a Change of Control Offer or an Asset Sale Offer. 
 10. PERSONS DEEMED OWNERS. The registered Holder of a Cash Pay Note may be treated as its owner for all purposes. 
 11. AMENDMENT, SUPPLEMENT AND WAIVER. The Indenture, the Guarantees or the Notes may be amended or supplemented as provided in the Indenture. 
 12. DEFAULTS AND REMEDIES. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least
30% in principal amount of the then outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the
case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes or the Guarantees
except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from
Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, Additional Interest, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a
majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under the Indenture except a continuing Default in payment
of the principal of, premium, if any, Additional Interest, if any, or interest on, any of the Notes held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and
the Issuer is required within five (5) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer proposes to take with respect thereto. 
 13. AUTHENTICATION. This Cash Pay Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose until
authenticated by the manual signature of the Trustee. 
 14. ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED
DEFINITIVE NOTES. In addition to the rights provided to Holders of Notes under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes shall have all the rights set forth in the Registration Rights Agreement, dated as of
October 24, 2008, among Avaya Inc., the Guarantors named therein and the other parties named on the signature pages thereof (the “Registration Rights Agreement”), including the right to receive Additional Interest (as defined
in the Registration Rights Agreement). 
 15. GOVERNING LAW. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THE
INDENTURE, THE NOTES AND THE GUARANTEES. 
  

 A-8 








 16. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security
Identification Procedures, the Issuer has caused CUSIP numbers to be printed on the Cash Pay Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such
numbers either as printed on the Cash Pay Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. 
 The Issuer will furnish to any Holder upon written request and without charge a copy of the Indenture and/or the Registration Rights Agreement. Requests
may be made to the Issuer at the following address: 
 Avaya Inc. 
 211 Mt. Airy Road 
 Basking Ridge, New Jersey
07920 
 Attention: Pamela F. Craven, Chief Administrative Officer 
  

 A-9 








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

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

		  	(Insert assignee’ legal name)

  
  
 (Insert assignee’s soc. sec. or tax I.D. no.) 
  
  
  
  
  
  
  
  
 (Print or type assignee’s name, address and zip
code) 
  

			
	and irrevocably appoint	  	  


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

 Date:                      
  

			
	Your Signature:	 	  

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


  

			
	Signature Guarantee*:	 	  


  

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

  

 A-10 








 OPTION OF HOLDER TO ELECT PURCHASE 
 If you want to elect to have this Cash Pay Note purchased by the Issuer pursuant to Section 4.10 or 4.14 of the Indenture, check the appropriate box
below: 
 [    ] Section
4.10            [    ] Section 4.14 
 If you want to elect
to have only part of this Cash Pay Note purchased by the Issuer pursuant to Section 4.10 or Section 4.14 of the Indenture, state the amount you elect to have purchased: 
 $              
 Date:
                     
  

			
	Your Signature:	 	  

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



			
	Tax Identification No.:	 	  



  

			
	 Signature Guarantee*:
	 	  


  

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

  

 A-11 








 SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE* 
 The initial outstanding principal amount of this Global Note is $            . The following
exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global or Definitive Note for an interest in this Global Note, have been made: 
  

									
	 Date of
Exchange
	 	Amount of
decrease
in Principal
Amount	 	Amount of increase
in Principal
Amount of this
Global Note	 	Principal Amount
of this Global Note
following such

decrease or
increase	 	Signature of
authorized officer
of Trustee or
Note Custodian
		 		 		 		 	
		 		 		 		 	
		 		 		 		 	

  

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

  

 A-12 








 EXHIBIT A2 
 [Face of PIK Toggle Note] 
 [Insert the Global Note Legend, if applicable pursuant to the provisions of the
Indenture] 
 [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] 
 [Insert the Regulation S Temporary Global Note Legend, if applicable pursuant to the provisions of the Indenture] 
  

 A-1 








 CUSIP [            ] 
 ISIN [            ]3 
 [[RULE 144A][REGULATION S]
GLOBAL NOTE 
 representing up to 
 [$            ] 
 10.125% / 10.875% Senior PIK Toggle Notes due 2015

  

			
	 No.
	  	[$             ]

 AVAYA INC. 
 promises to pay to CEDE & CO. or registered assigns, the principal sum [set forth on the Schedule of Exchanges of Interests in the Global Note attached hereto] [of
                                        United
States Dollars] on November 1, 2015. 
 Interest Payment Dates: November 1 and May 1 
 Record Dates: October 15 and April 15 
  

	 3
	 Rule 144A Note CUSIP: 053499 AD1 


 Rule 144A Note ISIN: US053499AD10 
 Regulation
S Note CUSIP: 
 Regulation S Note ISIN: 
 Exchange Note CUSIP: 
 Exchange Note ISIN: 
  

 A-2 








 IN WITNESS HEREOF, the Issuer has caused this instrument to be duly executed. 
 Dated: [—], 200[—] 
  

			
	AVAYA INC.
		
	By:	 	  

	Name:	 	
	Title:	 	


  

 A-3 








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

			
	 THE BANK OF NEW YORK MELLON,
 as
Trustee

		
	By:	 	  

		 	Authorized Signatory


 Dated: [—], 200[—] 
  

 A-4 








 [Back of PIK Toggle Note] 
 10.125% / 10.875% Senior PIK Toggle Notes due 2015 
 Capitalized terms used herein shall have the meanings
assigned to them in the Indenture referred to below unless otherwise indicated. 
 1. INTEREST. Avaya Inc., a Delaware corporation, promises
to pay interest on the principal amount of this PIK Toggle Note as follows: Cash Interest (as defined below) on the PIK Toggle Notes will accrue at the rate of 10.125% per annum and be payable in cash. PIK Interest on the PIK Toggle Notes will
accrue at the Cash Interest rate per annum plus 0.75% and be payable (a) with respect to the PIK Toggle Notes represented by one or more Global Notes registered in the name of, or held by, the Depository Trust Company (“DTC”)
or its nominee on the relevant Record Date, by increasing the principal amount of the outstanding PIK Toggle Notes represented by such Global Notes by an amount equal to the amount of PIK Interest for the applicable interest period (rounded up to
the nearest $1,000) and (b) with respect to PIK Toggle Notes represented by certificated notes, by issuing PIK Notes in certificated form in an aggregate principal amount equal to the amount of PIK Interest for the applicable interest period
(rounded up to the nearest whole dollar) and the Trustee will, at the request of the Issuer, authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders on the relevant Record Date, as shown by the records of
the Register. Interest that is paid in the form of PIK Interest shall be considered paid or duly provided for, for all purposes under the Indenture, and shall not be considered overdue. Following an increase in the principal amount of the
outstanding PIK Toggle Notes represented by Global Notes as a result of a PIK Payment, such PIK Toggle Notes will bear interest on such increased principal amount from and after the date of such PIK Payment. Any PIK Notes issued in certificated form
will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. All PIK Notes issued pursuant to a PIK Payment will mature on November 1, 2015, and will be governed by, and subject to the terms,
provisions and conditions of, the Indenture and shall have the same rights and benefits as the PIK Toggle Notes issued on the applicable Exchange Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of
such PIK Note. Interest on the PIK Toggle Notes will be payable semi-annually in arrears on each November 1 and May 1 commencing on May 1, 2009, to the Holders of PIK Toggle Notes of record on the immediately preceding October 15
and April 15. Interest on each PIK Toggle Note will accrue from the most recent date to which interest has been paid on such PIK Toggle Note or, if no interest has been paid, from the date of issuance. The Issuer will pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate equal to 2% plus the interest rate on the PIK Toggle Notes otherwise applicable thereto; it shall pay
interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace periods) from time to time on demand at a rate equal
to 2% plus the interest rate on the PIK Toggle Notes otherwise applicable thereto. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. 
 2. METHOD OF PAYMENT. For any interest period through November 1, 2011, the Issuer may, at its option, elect to pay interest on the PIK Toggle Notes
(1) entirely in cash (“Cash Interest”), (2) entirely by increasing the principal amount of the outstanding PIK Toggle Notes or by issuing PIK Notes (“PIK Interest”) or (3) 50.0% as Cash Interest and
50.0% as PIK Interest. The Issuer must elect the form of interest payment with respect to each interest period by delivering a notice to the Trustee prior to the beginning of such interest period. The Trustee shall promptly deliver a corresponding
notice to the Holders. In the absence of such an election for any interest period, interest on the PIK Toggle Notes will be payable in the form of the interest payment for the prior interest period. After November 1, 2011, the Issuer will make
all interest payments on the PIK Toggle Notes in cash. The Issuer will pay 

  

 A-5 








 
interest on the Notes and Additional Interest, if any, to the Persons who are registered Holders of Notes at the close of business on the October 15 or
April 15 (whether or not a Business Day), as the case may be, next preceding the Interest Payment Date, even if such Notes are canceled after such Record Date and on or before such Interest Payment Date, except as provided in Section 2.12
of the Indenture with respect to defaulted interest. 
 3. PAYING AGENT, TRANSFER AGENT AND REGISTRAR. Initially, The Bank of New York
Mellon, the Trustee under the Indenture, will act as Paying Agent, Transfer Agent and Registrar. The Issuer may change any Paying Agent, Transfer Agent or Registrar without notice to the Holders. The Issuer or any of its Subsidiaries may act in any
such capacity. 
 4. INDENTURE. The Issuer issued the PIK Toggle Notes under an Exchange Note Indenture, dated as of October 24, 2008
(the “Indenture”), among Avaya Inc., the Guarantors named therein and the Trustee. This PIK Toggle Note is one of a duly authorized issue of notes of the Issuer designated as its 10.125%/10.875% Senior PIK Toggle Notes due 2015. The
Issuer shall be entitled to issue Additional Notes pursuant to Section 2.01 and 4.09 of the Indenture. The terms of the PIK Toggle Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended (the “Trust Indenture Act”). The PIK Toggle Notes are subject to all such terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of such terms. To the extent
any provision of this PIK Toggle Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. 
 5. OPTIONAL AND MANDATORY REDEMPTION. 
 (a) Except as described below under clauses (b) and (c) of
this Section 5, the PIK Toggle Notes will not be redeemable at the Issuer’s option before November 1, 2011. 
 (b) At any time
prior to November 1, 2011, the Issuer may redeem all or a part of the PIK Toggle Notes, upon notice as provided in Section 3.03 of the Indenture, at a redemption price equal to 100.0% of the principal amount of the PIK Toggle Notes
redeemed plus the Applicable Premium as of, plus accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the right of Holders of record on the relevant Record Date to receive interest due
on the relevant interest payment date. 
 (c) Until November 1, 2010, the Issuer may, at its option, on one or more occasions, redeem an
aggregate principal amount of the PIK Toggle Notes issued by it (including the aggregate principal amount of Additional Notes that are PIK Toggle Notes issued after the Initial Exchange Date) equal to, together with the amount of the Senior PIK
Toggle Loans voluntarily prepaid pursuant to Section 2.05(a)(i)(B)(3) of the Bridge Agreement, up to 35.0% of the sum of the aggregate principal amount of PIK Toggle Notes and Senior PIK Toggle Loans outstanding immediately after the Initial
Exchange Date (together with the amount of any PIK Interest on the PIK Toggle Notes, any “PIK Interest” (as defined in the Bridge Agreement) on the Senior PIK Toggle Loans, and any Additional Notes that are PIK Toggle Notes, in each case
paid or issued after the Initial Exchange Date), upon notice as provided in Section 3.03 of the Indenture, at a redemption price equal to 110.125% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the
Redemption Date, subject to the right of Holders of PIK Toggle Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received by it from one or more Equity Offerings;
provided that (1) the aggregate principal amount of the Senior PIK Toggle Loans and the PIK Toggle Notes that remain outstanding immediately after the occurrence of each such redemption is equal to or greater than 50.0% of the sum of the
aggregate principal amount of the Senior PIK Toggle Loans initially outstanding under the 

  

 A-6 








 
Bridge Agreement (together with any increase thereof through the payment of “PIK Interest” (as defined in the Bridge Agreement)), any Additional
Notes that are PIK Toggle Notes issued under the Indenture after the Initial Exchange Date and any PIK Interest paid on the PIK Toggle Notes; and (2) each such redemption occurs within 180 days of the date of closing of each such Equity
Offering. 
 (d) On and after November 1, 2011, the Issuer may redeem the PIK Toggle Notes, in whole or in part, upon notice as
described in Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amount of the PIK Toggle Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to the Redemption Date,
subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on November 1 of each of the years indicated below:

  

				
	 Year
	  	PIK
Toggle
Notes Percentage	 
	 2011
	  	105.0625	%
	 2012
	  	102.5313	%
	 2013 and thereafter
	  	100.0000	%

 (e) On May 1, 2015 (the “Special Redemption Date”), the Issuer will be
required to redeem for cash a portion (the “Special Redemption Amount”) of the PIK Toggle Notes equal to the product of (x) $15,000,000 and (y) a fraction, the numerator of which is the aggregate principal amount
outstanding on such date of the PIK Toggle Notes and the denominator of which is the aggregate principal amount outstanding on such date of the Senior PIK Toggle Loans, PIK Toggle Notes and any other securities with an optional
“payment-in-kind” interest or “PIK toggle” feature issued to refinance any Senior PIK Toggle Loans, as determined in good faith by the Issuer and rounded to the nearest $1,000 (such redemption, the “Special
Redemption”). The redemption price for each portion of a PIK Toggle Note so redeemed pursuant to the Special Redemption will equal 100.0% of the principal amount of such portion plus any accrued and unpaid interest thereon to the Special
Redemption Date. 
 (f) At the end of any “accrual period” (as defined in Section 1272(a)(5) of the Code) ending after the
fifth anniversary of the Closing Date (each, an “Optional Interest Repayment Date”), the Issuer may redeem for cash a portion of the PIK Toggle Notes then outstanding in an amount equal to the Optional Interest Repayment Amount
minus the Special Redemption Amount (each such redemption, an “Optional Interest Repayment”). The “Optional Interest Repayment Amount” shall mean, as of each Optional Interest Repayment Date, the excess, if any, of
(i) the aggregate amount of accrued and unpaid interest and all accrued but unpaid “original issue discount” (as defined in Section 1273(a)(1) of the Code) with respect to the PIK Toggle Notes, over (ii) an amount equal to
the product of (A) the “issue price” (as defined in Sections 1273(b) and 1274(a) of the Code) of the PIK Toggle Notes multiplied by (B) the “yield to maturity” (as defined in the Treasury Regulation
Section 1.1272-1(b)(1)(i)) of the PIK Toggle Notes. Any redemption pursuant to this paragraph shall be at a redemption price equal to 100.0% of the aggregate principal amount of the PIK Toggle Notes being redeemed, plus accrued and unpaid
interest thereon, if any, to the Redemption Date. 
 (g) Any redemption of the PIK Toggle Notes pursuant to this Section 5 shall be made
pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture. 
  

 A-7 








 6. MANDATORY REDEMPTION. Except for the Special Redemption of any portion of the PIK Toggle Notes
pursuant to Section 5(e) hereof, the Issuer shall not be required to make mandatory redemption or sinking fund payments with respect to the PIK Toggle Notes. 
 7. NOTICE OF REDEMPTION. Subject to Section 3.03 of the Indenture, notice of redemption will be mailed by first-class mail at least 30 days but not more than 60 days before the Redemption Date (except that
redemption notices may be mailed more than 60 days prior to a Redemption Date if the notice is issued in connection with Article 8 or Article 11 of the Indenture) to each Holder whose PIK Toggle Notes are to be redeemed at its registered address.
PIK Toggle Notes in denominations larger than $1,000 may be redeemed in part but only in whole multiples of $1,000 (other than PIK Notes in respect of Definitive Notes, which may be redeemed in whole multiples of $1.00), unless all of the PIK Toggle
Notes held by a Holder are to be redeemed. On and after the Redemption Date interest ceases to accrue on PIK Toggle Notes or portions thereof called for redemption. 
 8. OFFERS TO REPURCHASE. 
 (a) If a Change of Control occurs, unless the Issuer has previously or
concurrently mailed a redemption notice with respect to all the outstanding Notes as set forth in Section 3.03 of the Indenture and Section 5 hereof, the Issuer will make an offer to purchase all of the PIK Toggle Notes pursuant to the
offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101.0% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the
date of purchase, subject to the right of Holders of the PIK Toggle Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. The Change of Control Offer shall be made in accordance with
Section 4.14 of the Indenture. 
 (b) If the Issuer or any of its Restricted Subsidiaries consummates an Asset Sale, within 10 Business
Days of each date that Excess Proceeds exceed $75,000,000, the Issuer shall make an offer to all Holders of the PIK Toggle Notes and, if required by the terms of any Indebtedness that is pari passu with the PIK Toggle Notes (“Pari
Passu Indebtedness”), to the holders of such Pari Passu Indebtedness (an “Asset Sale Offer”), to purchase the maximum aggregate principal amount of the PIK Toggle Notes and such Pari Passu Indebtedness that is at least
$1,000 or an integral multiple thereof (other than PIK Notes in respect of Definitive Notes, which may be purchased in minimum amounts of $1.00 or an integral multiple thereof), 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 (or accreted value, if less), plus accrued and unpaid interest, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture.
To the extent that the aggregate amount of PIK Toggle Notes and such Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuer may use any remaining Excess Proceeds for general corporate purposes,
subject to compliance with other covenants contained in the Indenture. If the aggregate principal amount of PIK Toggle Notes or the Pari Passu Indebtedness surrendered in an Asset Sale Offer by such holders thereof exceeds the amount of Excess
Proceeds, the PIK Toggle Notes (as selected by the Trustee) and such Pari Passu Indebtedness shall be purchased on a pro rata basis based on the accreted value or principal amount of the PIK Toggle Notes or such Pari Passu Indebtedness tendered.
Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds that resulted in the Asset Sale Offer shall be reset to zero (regardless of whether there are any remaining Excess Proceeds upon such completion). Holders of PIK Toggle
Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Issuer prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect
Purchase” attached to the PIK Toggle Notes. 
  

 A-8 








 9. DENOMINATIONS, TRANSFER, EXCHANGE. Subject to the issuance of certificated PIK Notes as set forth in
Section 1(b) hereof, the PIK Toggle Notes are in registered form without coupons in denominations of $1,000 and integral multiples of $1,000. The transfer of PIK Toggle Notes may be registered and PIK Toggle Notes may be exchanged as provided
in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuer may require a Holder to pay any taxes and fees required by law or permitted by the
Indenture. The Issuer need not exchange or register the transfer of any PIK Toggle Note or portion of a PIK Toggle Note selected for redemption, except for the unredeemed portion of any PIK Toggle Note being redeemed in part. Also, the Issuer need
not exchange or register the transfer of any PIK Toggle Notes for a period of 15 days before a selection of PIK Toggle Notes to be redeemed or any PIK Toggle Notes selected for redemption or tendered (and not withdrawn) for repurchase in connection
with a Change of Control Offer or an Asset Sale Offer. 
 10. PERSONS DEEMED OWNERS. The registered Holder of a PIK Toggle Note may be
treated as its owner for all purposes. 
 11. AMENDMENT, SUPPLEMENT AND WAIVER. The Indenture, the Guarantees or the PIK Toggle Notes may be
amended or supplemented as provided in the Indenture. 
 12. DEFAULTS AND REMEDIES. The Events of Default relating to the Notes are defined
in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 30% in principal amount of the then outstanding Notes may declare the principal, premium, if any, interest and any other
monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become
due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount
of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal, premium, if any,
Additional Interest, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of
all of the Notes waive any existing Default and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, Additional Interest, if any, or interest on, any of the Notes held by a non-consenting
Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within five (5) Business Days after becoming aware of any Default, to deliver to the Trustee a
statement specifying such Default and what action the Issuer proposes to take with respect thereto. 
 13. AUTHENTICATION. This PIK Toggle
Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of the Trustee. 
 14. ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders of Notes under the Indenture, Holders of Restricted Global Notes and
Restricted Definitive Notes shall have all the rights set forth in the Registration Rights Agreement, dated as of October 24, 2008, among Avaya Inc., the Guarantors named therein and the other parties named on the signature pages thereof (the
“Registration Rights Agreement”), including the right to receive Additional Interest (as defined in the Registration Rights Agreement). 
  

 A-9 








 15. GOVERNING LAW. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THE INDENTURE,
THE NOTES AND THE GUARANTEES. 
 16. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security
Identification Procedures, the Issuer has caused CUSIP numbers to be printed on the PIK Toggle Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such
numbers either as printed on the PIK Toggle Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. 
 The Issuer will furnish to any Holder upon written request and without charge a copy of the Indenture and/or the Registration Rights Agreement. Requests
may be made to the Issuer at the following address: 
 Avaya Inc. 
 211 Mt. Airy Road 
 Basking Ridge, New Jersey
07920 
 Attention: Pamela F. Craven, Chief Administrative Officer 
  

 A-10 








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

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

		 	(Insert assignee’ legal name)
	
	  

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

	  

	  

	  

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

  

			
	and irrevocably appoint	 	  


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

 Date:                      
  

			
	Your Signature:	 	  

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


  

			
	 Signature Guarantee*:
	 	  


  

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

  

 A-11 








 OPTION OF HOLDER TO ELECT PURCHASE 
 If you want to elect to have this PIK Toggle Note purchased by the Issuer pursuant to Section 4.10 or 4.14 of the Indenture, check the appropriate
box below: 
 [    ]
Section 4.10            [    ] Section 4.14 
 If
you want to elect to have only part of this PIK Toggle Note purchased by the Issuer pursuant to Section 4.10 or Section 4.14 of the Indenture, state the amount you elect to have purchased: 
 $             
 Date:                      
  

			
	Your Signature:	 	
		 	(Sign exactly as your name appears on the face of this PIK Toggle Note)



			
	Tax Identification No.:	 	  



  

			
	 Signature Guarantee*:
	 	  


  

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

  

 A-12 








 SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE* 
 The initial outstanding principal amount of this Global Note is $            . The following
exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global or Definitive Note for an interest in this Global Note, have been made: 
  

									
	 Date of
Exchange
	 	Amount of
decrease
in Principal
Amount	 	Amount of increase
in Principal
Amount of this
Global Note	 	Principal Amount
of this Global Note
following such

decrease or
increase	 	Signature of
authorized officer
of Trustee or
Note Custodian
		 		 		 		 	
		 		 		 		 	
		 		 		 		 	
		 		 		 		 	

  

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

  

 A-13 








 EXHIBIT B 
 FORM OF CERTIFICATE OF TRANSFER 
  

			
	Avaya Inc.
	211 Mt. Airy Road
	Basking Ridge, New Jersey 07920
	Attention:	  	Matthew Booher, Vice President and Treasurer
	Facsimile:	  	(908) 953-2657
	
	Avaya Inc.
	211 Mt. Airy Road
	Basking Ridge, New Jersey 07920
	Attention:	  	Pamela F. Craven, Chief Administrative Officer
	Facsimile:	  	(908) 953-3902
	
	The Bank of New York Mellon
	101 Barclay Street - Floor 8 W
	New York, NY 10286
	Attention:	  	Corporate Finance Unit
	Facsimile:	  	(212) 815-5704

 Re: 9.75% Senior Notes due 2015 and 10.125% /10.875% Senior PIK Toggle Notes due 2015 

Reference is hereby made to the Exchange Note Indenture, dated as of October 24, 2008 (the “Indenture”), among Avaya Inc., the
Guarantors named therein and the Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. 
                      (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in
Annex A hereto, in the principal amount of $             in such Note[s] or interests (the “Transfer”), to
                     (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor
hereby certifies that: 
 [CHECK ALL THAT APPLY] 
 1. [    ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE 144A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO RULE 144A. The Transfer is being effected pursuant to and in
accordance with Rule 144A under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being
transferred to a Person that the Transferor reasonably believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and
such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance with any applicable blue sky securities laws
of any state of the United States. 
 2. [    ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE
REGULATION S GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO REGULATION S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 

  

 B-1 








 
904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a person in the United
States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or
(y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United
States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the transaction is not part of a plan or scheme to evade the
registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration of the Restricted Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person
(other than an Initial Purchaser). Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the
Indenture and the Securities Act. 
 3. [    ] CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL
INTEREST IN THE DEFINITIVE NOTE PURSUANT TO ANY PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global
Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one):

 (a) [    ] such Transfer is being effected pursuant to and in accordance with Rule 144 under the
Securities Act; 
 or 
 (b) [    ] such Transfer is being effected to the Issuer or a subsidiary thereof; 
 or 
 (c) [    ] such Transfer is being effected pursuant to an effective registration statement under the Securities Act
and in compliance with the prospectus delivery requirements of the Securities Act. 
 4. [    ] CHECK IF TRANSFEREE WILL
TAKE DELIVERY OF A BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.(a) [    ] CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is being effected pursuant to and in
accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture. 
 (b) [    ] CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The Transfer is being effected pursuant to and in accordance with
Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer
contained in the 

  

 B-2 








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

 B-3 








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

			
	 [Insert Name of Transferor]

		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	


 Dated:
                     
  

 B-4 








 ANNEX A TO CERTIFICATE OF TRANSFER 
  

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

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

	 	(a)	[    ] a beneficial interest in the: 

  

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

  

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

  

	 	(b)	[    ] a Restricted Definitive Note. 

  

	 	2.	After the Transfer the Transferee will hold: 

 [CHECK ONE]

  

	 	(a)	[    ] a beneficial interest in the: 

  

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

  

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

  

	 	(iii)	[    ] Unrestricted Global Note (CUSIP [            ]); or 

  

	 	(b)	[    ] a Restricted Definitive Note; or 

  

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

  

 B-5 








 EXHIBIT C 
 FORM OF CERTIFICATE OF EXCHANGE 
  

			
	Avaya Inc.
	211 Mt. Airy Road
	Basking Ridge, New Jersey 07920
	Attention:	  	Matthew Booher, Vice President and Treasurer
	Facsimile:	  	(908) 953-2657
	
	Avaya Inc.
	211 Mt. Airy Road
	Basking Ridge, New Jersey 07920
	Attention:	  	Pamela F. Craven, Chief Administrative Officer
	Facsimile:	  	(908) 953-3902
	
	The Bank of New York Mellon
	101 Barclay Street - Floor 8 W
	New York, NY 10286
	Attention:	  	Corporate Finance Unit
	Facsimile:	  	(212) 815-5704

 Re: 9.75% Senior Notes due 2015 and 10.125% / 10.875% Senior PIK Toggle Notes due 2015 
 Reference is hereby made to the Exchange Note Indenture, dated as of October 24, 2008 (the “Indenture”), among Avaya Inc., the
Guarantors named therein and the Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. 
                      (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein,
in the principal amount of $             in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 
 1) EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS
IN AN UNRESTRICTED GLOBAL NOTE 
 a) [    ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal
amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global
Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

  

 C-1 








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

  

 C-2 








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

			
	[Insert Name of Transferor]
		
	By:	 	  

	Name:	 	
	Title:	 	


 Dated:
                     
  

 C-3 








 EXHIBIT D 
 [FORM OF SUPPLEMENTAL INDENTURE 
 TO BE DELIVERED BY SUBSEQUENT GUARANTORS] 
 Supplemental Indenture (this “Supplemental Indenture”), dated as of
                    , among
                                         (the
“Guaranteeing Subsidiary”), a subsidiary of Avaya Inc., a Delaware corporation (the “Issuer”), and The Bank of New York Mellon, as trustee (the “Trustee”). 
 W I T N E S S E T H 
 WHEREAS, each of Avaya
Inc. and the Guarantors (as defined in the Indenture referred to below) has heretofore executed and delivered to the Trustee an Exchange Note Indenture (the “Indenture”), dated as of October 24, 2008, providing for the issuance
of an unlimited aggregate principal amount of 9.75% Senior Notes due 2015 (the “Cash Pay Notes”) and 10.125% / 10.875% Senior PIK Toggle Notes due 2015 (the “PIK Toggle Notes” and together with the Cash Pay Notes,
the “Notes”); 
 WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute
and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuer’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein and
under the Indenture (the “Guarantee”); and 
 WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture. 
 NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 
 (1) Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. 
 (2) Agreement to Guarantee. The Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the
conditions set forth in the Indenture including but not limited to Article 10 thereof. 
 (3) No Recourse Against Others. No past,
present or future director, officer, employee, incorporator, member, partner or stockholder of the Issuer or any Guarantor or any of their direct or indirect parent companies (other than the Issuer and any Guarantor) shall have any liability for any
obligations of the Issuer or the Guarantors under the Notes, the 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 Notes waives and releases all such
liability. The waiver and release are part of the consideration for issuance of the Notes. 
 (4) Governing Law. THIS SUPPLEMENTAL
INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 
 (5) Counterparts. The parties may
sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 
  

 D-1 








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

 D-2 








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

			
	[GUARANTEEING SUBSIDIARY]
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	THE BANK OF NEW YORK MELLON, as Trustee
		
	By:	 	  

	Name:	 	
	Title:	 	


  

 D-3