Indenture, dated as of April 13, 2010



 Exhibit 4.1 

EXECUTION COPY 
  

 
  

INDENTURE 
 Dated
as of April 13, 2010 
 Among 

FREESCALE SEMICONDUCTOR, INC., 

the Guarantors listed herein 

and 
 THE BANK OF
NEW YORK MELLON TRUST COMPANY, N.A., 
 as Trustee 

9 
1/4% SENIOR SECURED NOTES DUE 2018 
  

 
  







 TABLE OF CONTENTS 

 

					
	 	  	Page
	
	ARTICLE I
	
	DEFINITIONS AND INCORPORATION BY REFERENCE
			
	 SECTION 1.01.
	 	Definitions.	  	1
	 SECTION 1.02.
	 	Other Definitions.	  	45
	 SECTION 1.03.
	 	Rules of Construction	  	46
	 SECTION 1.04.
	 	Acts of Holders.	  	46
	
	ARTICLE II
	
	THE NOTES
			
	SECTION 2.01.	 	Form and Dating; Terms.	  	48
	SECTION 2.02.	 	Execution and Authentication	  	49
	SECTION 2.03.	 	Registrar and Paying Agent	  	50
	SECTION 2.04.	 	Paying Agent to Hold Money in Trust	  	50
	SECTION 2.05.	 	Holder Lists	  	51
	SECTION 2.06.	 	Transfer and Exchange.	  	51
	SECTION 2.07.	 	Replacement Notes	  	63
	SECTION 2.08.	 	Outstanding Notes	  	64
	SECTION 2.09.	 	Treasury Notes	  	64
	SECTION 2.10.	 	Temporary Notes	  	64
	SECTION 2.11.	 	Cancellation	  	65
	SECTION 2.12.	 	Defaulted Interest	  	65
	SECTION 2.13.	 	CUSIP/ISIN Numbers	  	65
	
	ARTICLE III
	
	REDEMPTION
			
	SECTION 3.01.	 	Notices to Trustee	  	66
	SECTION 3.02.	 	Selection of Notes to Be Redeemed	  	66
	SECTION 3.03.	 	Notice of Redemption	  	66
	SECTION 3.04.	 	Effect of Notice of Redemption	  	67
	SECTION 3.05.	 	Deposit of Redemption Price.	  	68
	SECTION 3.06.	 	Notes Redeemed in Part	  	68
	SECTION 3.07.	 	Optional Redemption.	  	68
	SECTION 3.08.	 	Mandatory Redemption	  	69
	SECTION 3.09.	 	Offers to Repurchase by Application of Excess Proceeds	  	69

  

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	ARTICLE IV
	
	COVENANTS
			
	 SECTION 4.01.
	 	Payment of Notes	  	72
	 SECTION 4.02.
	 	Maintenance of Office or Agency	  	72
	 SECTION 4.03.
	 	Reports and Other Information.	  	73
	 SECTION 4.04.
	 	Compliance Certificate.	  	74
	 SECTION 4.05.
	 	Taxes.	  	75
	 SECTION 4.06.
	 	Stay, Extension and Usury Laws	  	77
	 SECTION 4.07.
	 	Limitation on Restricted Payments.	  	78
	 SECTION 4.08.
	 	Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.	  	86
	 SECTION 4.09.
	 	Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.	  	87
	 SECTION 4.10.
	 	Asset Sales.	  	94
	 SECTION 4.11.
	 	Transactions with Affiliates	  	97
	 SECTION 4.12.
	 	Liens	  	100
	 SECTION 4.13.
	 	Company Existence	  	100
	 SECTION 4.14.
	 	Offer to Repurchase Upon Change of Control	  	101
	 SECTION 4.15.
	 	Limitation on Guarantees of Indebtedness by Restricted Subsidiaries	  	103
	 SECTION 4.16.
	 	Suspension of Covenants.	  	104
	
	ARTICLE V
	
	SUCCESSORS
			
	 SECTION 5.01.
	 	Merger, Consolidation or Sale of All or Substantially All Assets.	  	105
	 SECTION 5.02.
	 	Successor Corporation Substituted	  	109
	
	ARTICLE VI
	
	DEFAULTS AND REMEDIES
			
	 SECTION 6.01.
	 	Events of Default.	  	109
	 SECTION 6.02.
	 	Acceleration	  	112
	 SECTION 6.03.
	 	Other Remedies	  	113
	 SECTION 6.04.
	 	Waiver of Past Defaults	  	113
	 SECTION 6.05.
	 	Control by Majority	  	113
	 SECTION 6.06.
	 	Limitation on Suits	  	114
	 SECTION 6.07.
	 	Rights of Holders of Notes to Receive Payment	  	114
	 SECTION 6.08.
	 	Collection Suit by Trustee	  	114
	 SECTION 6.09.
	 	Restoration of Rights and Remedies	  	115

  

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	 	 	 	  	Page
	 SECTION 6.10.
	 	Rights and Remedies Cumulative	  	115
	 SECTION 6.11.
	 	Delay or Omission Not Waiver	  	115
	 SECTION 6.12.
	 	Trustee May File Proofs of Claim	  	115
	 SECTION 6.13.
	 	Priorities	  	116
	 SECTION 6.14.
	 	Undertaking for Costs	  	116
	
	ARTICLE VII
	
	TRUSTEE
			
	 SECTION 7.01.
	 	Duties of Trustee.	  	116
	 SECTION 7.02.
	 	Rights of Trustee.	  	117
	 SECTION 7.03.
	 	Individual Rights of Trustee	  	119
	 SECTION 7.04.
	 	Trustee’s Disclaimer	  	119
	 SECTION 7.05.
	 	Notice of Defaults	  	119
	 SECTION 7.06.
	 	Compensation and Indemnity	  	119
	 SECTION 7.07.
	 	Replacement of Trustee	  	120
	 SECTION 7.08.
	 	Successor Trustee by Merger, etc	  	121
	 SECTION 7.09.
	 	Eligibility; Disqualification	  	121
	
	ARTICLE VIII
	
	LEGAL DEFEASANCE AND COVENANT DEFEASANCE
			
	 SECTION 8.01.
	 	Option to Effect Legal Defeasance or Covenant Defeasance	  	121
	 SECTION 8.02.
	 	Legal Defeasance and Discharge	  	121
	 SECTION 8.03.
	 	Covenant Defeasance	  	122
	 SECTION 8.04.
	 	Conditions to Legal or Covenant Defeasance	  	123
	 SECTION 8.05.
	 	Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions	  	125
	 SECTION 8.06.
	 	Repayment to Issuer	  	125
	 SECTION 8.07.
	 	Reinstatement	  	126
	
	ARTICLE IX
	
	AMENDMENT, SUPPLEMENT AND WAIVER
			
	 SECTION 9.01.
	 	Without Consent of Holders of Notes	  	126
	 SECTION 9.02.
	 	With Consent of Holders of Notes	  	127
	 SECTION 9.03.
	 	Revocation and Effect of Consents	  	129
	 SECTION 9.04.
	 	Notation on or Exchange of Notes	  	130
	 SECTION 9.05.
	 	Trustee to Sign Amendments, etc	  	130
	 SECTION 9.06.
	 	Payment for Consent	  	131
	 SECTION 9.07.
	 	Additional Voting Terms; Calculation of Principal Amount	  	131

  

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	 	 	 	  	Page
	
	ARTICLE X
	
	GUARANTEES
			
	SECTION 10.01.	 	Guarantee	  	131
	SECTION 10.02.	 	Limitation on Guarantor Liability	  	133
	SECTION 10.03.	 	Execution and Delivery	  	133
	SECTION 10.04.	 	Subrogation	  	134
	SECTION 10.05.	 	Benefits Acknowledged	  	134
	SECTION 10.06.	 	Release of Guarantees	  	134
	
	ARTICLE XI
	
	COLLATERAL AND SECURITY
			
	SECTION 11.01.	 	The Collateral Agent.	  	135
	SECTION 11.02.	 	The Collateral.	  	136
	SECTION 11.03.	 	Impairment of Security Interest.	  	137
	SECTION 11.04.	 	After-Acquired Collateral	  	137
	SECTION 11.05.	 	Real Estate Mortgages and Filing; Pledge of Foreign Collateral.	  	138
	SECTION 11.06.	 	Release of Collateral.	  	140
	SECTION 11.07.	 	Authorization of Actions to be Taken by the Trustee or the Collateral Agent under the Collateral Documents relating to the Notes.	  	141
	
	ARTICLE XII
	
	SATISFACTION AND DISCHARGE
			
	SECTION 12.01.	 	Satisfaction and Discharge	  	142
	SECTION 12.02.	 	Application of Trust Money	  	143
	
	ARTICLE XIII
	
	MISCELLANEOUS
			
	SECTION 13.01.	 	Notices	  	144
	SECTION 13.02.	 	Communication by Holders of Notes with Other Holders of Notes	  	145
	SECTION 13.03.	 	Certificate and Opinion as to Conditions Precedent	  	145
	SECTION 13.04.	 	Statements Required in Certificate or Opinion	  	145
	SECTION 13.05.	 	Rules by Trustee and Agents	  	146
	SECTION 13.06.	 	No Personal Liability of Directors, Officers, Employees and Stockholders	  	146
	SECTION 13.07.	 	Governing Law	  	146
	SECTION 13.08.	 	Waiver of Jury Trial	  	146
	SECTION 13.09.	 	Force Majeure	  	146

  

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	 	 	 	  	Page
	 SECTION 13.10.
	 	No Adverse Interpretation of Other Agreements	  	147
	 SECTION 13.11.
	 	Successors	  	147
	 SECTION 13.12.
	 	Severability	  	147
	 SECTION 13.13.
	 	Counterpart Originals	  	147
	 SECTION 13.14.
	 	Table of Contents, Headings, etc	  	147
	 SECTION 13.15.
	 	Currency of Account; Conversion of Currency; Foreign Exchange Restrictions.	  	147
	 SECTION 13.16.
	 	Consent to Jurisdiction and Service.	  	149
			
	EXHIBITS	 		  	
			
	 Exhibit A
	 	Form of Note	  	
	 Exhibit B
	 	Form of Certificate of Transfer	  	
	 Exhibit C
	 	Form of Certificate of Exchange	  	
	 Exhibit D
	 	Form of Supplemental Indenture to Be Delivered by Subsequent Guarantors	  	

  

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 INDENTURE, dated as of April 13, 2010, among Freescale Semiconductor,
Inc., a Delaware corporation, and the Guarantors (as defined herein) listed on the signature pages hereto and The Bank of New York Mellon Trust Company, N.A., a national banking association, as Trustee. 

W I T N E S S E T H 

WHEREAS, the Issuer (as defined herein) has duly authorized the creation of an issue of $1,380,000,000 aggregate
principal amount of the Issuer’s 9 1/4% senior
secured notes due 2018 (the “Initial Notes”); 
 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 I 

DEFINITIONS 

SECTION 1.01. Definitions. 

“144A Global Note” means a Global Note substantially in the form of Exhibit A hereto bearing the Global Note
Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the applicable series of
Notes sold in reliance on Rule 144A. 
 “300 Millimeter R&D Expenses” means, with respect to any
period, the amount of research and development expenses of Holdings III and its Restricted Subsidiaries for such period, on a consolidated basis, relating to any 300 millimeter or larger wafer fabrication alliance or arrangement of Holdings III or
any of its Restricted Subsidiaries other than the strategic alliance relating to the manufacturing of 300 millimeter wafers in Crolles, France in existence on the Measurement Date (any such alliance or arrangement, a “300 Millimeter
Arrangement”); provided, that the amount of such research and development expenses with respect to any such 300 Millimeter Arrangement constituting 300 Millimeter R&D Expenses for such period for purposes hereof shall not exceed the
greater of (i) the amount of any negative EBITDA with respect to such 300 Millimeter Arrangement for such period and (ii) the amount of any Equalization Payments with respect to such 300 Millimeter Arrangement for such period. 

“300 Millimeter Asset Sale” means any sale of any assets of Holdings III or any Restricted Subsidiary relating to
the Issuer’s alliance with respect to the 







 
300 millimeter wafer fabrication in Crolles, France; provided that no asset sale shall constitute a 300 Millimeter Asset Sale to the extent that, after giving effect to such
asset sale, the aggregate amount of 300 Millimeter Asset Sale Proceeds with respect to all 300 Millimeter Asset Sales shall exceed $500 million. 

“300 Millimeter Asset Sale Proceeds” means the aggregate cash proceeds received by Holdings III or any of its
Restricted Subsidiaries in respect of any 300 Millimeter Asset Sale, including any cash received upon the sale or other disposition of any Designated Non-cash Consideration received in any 300 Millimeter Asset Sale, net of the direct costs
relating to such 300 Millimeter Asset Sale and the sale or disposition of such Designated Non-cash Consideration, including legal, accounting and investment banking fees, and brokerage and sales commissions, any relocation expenses incurred as
a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), amounts required to be applied to the repayment of principal, premium, if any, and
interest on Senior Indebtedness required to be paid as a result of such transaction and any deduction of appropriate amounts to be provided by Holdings III 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 Holdings III 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. 

“Acquired Indebtedness” means, with respect to any specified Person, 

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

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

“Acquisition” means the transactions contemplated by the Transaction Agreement. 

“Additional First Lien Debt” means the Notes (including Guarantees of the Notes), the Existing Secured Notes (including
Guarantees of the Existing Secured Notes) and any indebtedness of the Issuer (other than indebtedness constituting Senior Credit Facilities Obligations) secured by the Collateral on a pari passu basis (but without regard to
control of remedies) with the Senior Credit Facilities Obligations; provided, however, that (i) such indebtedness is permitted to be incurred, secured and guaranteed on such basis by each First Lien Debt Document and (ii) the
representative for the holders of such indebtedness is, in the case of the Collateral Agent, a party to the Intercreditor Agreement, or in the case of any Additional First Lien Debt entered into after the Issue Date, shall have become party to the
Intercreditor Agreement. 
  

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 “Additional First Lien Debt Collateral Documents” means the Collateral
Documents relating to the Notes and each other agreement, instrument or other document entered into in favor of the representative for any class of Secured Parties under any class of Additional First Lien Debt for the purposes of securing such
Additional First Lien Debt Obligations. 
 “Additional First Lien Debt Documents” means, with respect to any
class of Additional First Lien Debt, the promissory notes, indentures, Additional First Lien Debt Collateral Documents or other operative agreements evidencing or governing such Additional First Lien Debt Obligations, as the same may be amended,
restated, supplemented or otherwise modified from time to time. 
 “Additional First Lien Debt Obligations”
means, with respect to any class of Additional First Lien Debt, (a) all principal of and interest (including, without limitation, any interest which accrues after the commencement of any case, proceeding or other action relating to the
bankruptcy, insolvency or reorganization of the Issuer, whether or not allowed or allowable as a claim in any such proceeding) payable with respect to such Additional First Lien Debt, (b) all other amounts payable to the related Additional
First Lien Debt Parties under the related Additional First Lien Debt Documents and (c) any renewals, extensions or refinancings of the foregoing, provided that in the case of this clause (c), the representative in respect of such class
has executed and delivered a joinder agreement in compliance with the Intercreditor Agreement. 
 “Additional First Lien
Debt Parties” means, with respect to any class of Additional First Lien Debt, the holders of such Indebtedness from time to time, any trustee or agent therefor under any related Additional First Lien Debt Documents, and the beneficiaries of
each indemnification obligation undertaken by the Issuer or any obligor under any related Additional First Lien Debt Documents. 

“Additional Notes” means additional Notes (other than the 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 or Paying Agent. 

 

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 “Applicable Authorized Representative” shall have the meaning set forth in
the Intercreditor Agreement. 
 “Applicable Currency Equivalent” means, with respect to any monetary amount in
a currency other than U.S. dollars, at any time for the determination thereof, the amount of U.S. dollars obtained by converting such foreign currency involved in such computation into U.S. dollars, at the spot rate for the purchase of U.S. dollars,
with the applicable foreign currency as quoted by Reuters at approximately 10:00 A.M. (New York time) on the date that is two Business Days prior to such determination. 

“Applicable Premium” means, with respect to any Note on any Redemption Date, the greater of: 

(1) 1.0% of the principal amount of such Note; and 

(2) the excess, if any, of (a) the present value at such Redemption Date of (i) the redemption price of
such Note at April 15, 2014 (such redemption price being set forth in Section 3.07(d) hereof) plus (ii) all required interest payments due on such Note through April 15, 2014 (excluding accrued but unpaid interest to the
Redemption Date), computed using a discount rate equal to the Treasury Rate as of such Redemption Date plus 50 basis points; over (b) the principal amount of such Note. 

“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 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 Holdings III 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 (other than Preferred Stock of Restricted Subsidiaries
issued in compliance with Section 4.09 hereof), whether in a single transaction or a series of related transactions; 
 in each case, other
than: 
 (a) any disposition of Cash Equivalents or Investment Grade Securities or obsolete or worn out equipment in the
ordinary course of business or any disposition of inventory or goods (or other assets) no longer used in the ordinary course of business; 

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

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 (c) the making of any Restricted Payment or Permitted Investment that is permitted to
be made, and is made, under Section 4.07 hereof; 
 (d) any disposition of assets or issuance or sale of Equity
Interests of any Restricted Subsidiary in any transaction or series of related transactions with an aggregate fair market value of less than $50.0 million; 

(e) any disposition of property or assets by Holdings III or a Restricted Subsidiary of Holdings III, or the issuance of
securities by a Restricted Subsidiary of Holdings III, in either case, to Holdings III or another Restricted Subsidiary of Holdings III; 

(f) to the extent allowable under Section 1031 of the Internal Revenue Code of 1986, any exchange of like property (excluding
any boot thereon) for use in a Similar Business; 
 (g) the lease, assignment or sub-lease 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 or any similar action on 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 Qualified Securitization Facility; 
 (k) any financing transaction with respect
to property built or acquired by Holdings III or any Restricted Subsidiary after the Issue 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; and 
 (o) any 300 Millimeter Asset Sale. 

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

  

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

“Capital Stock” means: 

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

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

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

“Capitalized Software Expenditures” shall mean, 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) pounds 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
them from time to time in the ordinary course of business; 
 (3) securities issued or directly and fully
and unconditionally guaranteed or insured by the U.S. government or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of
24 months or less from the date of acquisition; 
  

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 (4) certificates of deposit, time deposits and eurodollar time deposits
with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any domestic or foreign commercial bank having capital and surplus of
not less than $500.0 million in the case of U.S. banks and $100.0 million (or the U.S. dollar equivalent as of the date of determination) in the case of non-U.S. banks; 

(5) repurchase obligations for underlying securities of the types described in clauses (3), (4) and
(8) entered into with any financial institution meeting the qualifications specified in clause (4) above; 

(6) commercial paper rated at least P-1 by Moody’s or at least A-1 by S&P and in each case maturing within
24 months after the date of creation thereof 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 securities 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) and in each case maturing within
24 months after the date of creation or acquisition thereof; 
 (8) readily marketable direct
obligations issued by any state, 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 with maturities of 24 months or less
from the date of acquisition; 
 (9) readily marketable direct obligations issued by any foreign government
or any political subdivision or public instrumentality thereof, in each case having an Investment Grade Rating from either Moody’s or S&P with maturities of 24 months or less from the date of acquisition; 

(10) Investments with average maturities of 12 months or less from the date of acquisition in money market funds
rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s; and 

(11) investment funds investing 90% of their assets in securities of the types described in clauses (1) through
(10) above. 
 Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than
those set forth in clauses (1) and (2) above, provided that such amounts are converted into any currency listed in clauses (1) and (2) as promptly as practicable and in any event within ten Business Days following the
receipt of such amounts. 
  

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 At any time at which the value, calculated in accordance with GAAP, of all investments of
Holdings III and its Restricted Subsidiaries that were deemed, when made, to be Cash Equivalents in accordance with clauses (1) through (11) above exceeds the Indebtedness of Holdings III and its Restricted Subsidiaries,
“Cash Equivalents” shall also mean any investment (a “Qualifying Investment”) that satisfies the following two conditions: (a) the Qualifying Investment is of a type described in clauses (1) through (11) of
this definition, but has an effective maturity (whether by reason of final maturity, a put option or, in the case of an asset-backed security, an average life) of five years and one month or less from the date of such Qualifying Investment
(notwithstanding any provision contained in such clauses (1) through (10) requiring a shorter maturity); and (b) the weighted average effective maturity of such Qualifying Investment and all other investments that were made as
Qualifying Investments in accordance with this paragraph, does not exceed two years from the date of such Qualifying Investment. 

“Change of Control” means the occurrence of any of the following: 

(1) the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the
assets of Holdings III and its Subsidiaries, taken as a whole, to any Person other than a Permitted Holder; or 

(2) Holdings III 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 any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the
purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than one or more Permitted Holders, in a single transaction or in a related series of transactions, by way of
merger, amalgamation, 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% or more of the total voting power of the Voting
Stock of Holdings III (directly or through the acquisition of voting power of Voting Stock of any of Holdings III’s direct or indirect parent companies). 

“Clearstream” means Clearstream Banking, Société Anonyme. 

“Collateral” means all assets and properties subject to Liens created pursuant to any Collateral Document to secure any
Obligation under the Notes. 
 “Collateral Agent” means Citibank, N.A., in its capacity as collateral agent for
the Trustee and the Holders under the Security Agreement, and any successor thereof. 
 “Collateral Documents”
means collectively, the Senior Credit Agreement Collateral Documents, the Additional First Lien Debt Collateral Documents and the Intercreditor Agreement. 
  

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 “Consolidated Depreciation and Amortization Expense” means with respect to
any Person for any period, the total amount of depreciation and amortization expense, including the amortization of deferred financing fees or costs 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 Interest Expense”
means, with respect to any Person for any period, without duplication, the sum of: 
 (1) consolidated
interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted (and not added back) in computing Consolidated Net Income (including (a) amortization of original issue discount resulting
from the issuance of Indebtedness at less than par, (b) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers acceptances, (c) non-cash interest payments (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 (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 the discounting of any Indebtedness in connection with the application of
purchase accounting in connection with the Transaction or any acquisition, (u) penalties and interest relating to taxes, (v) any “additional interest” with respect to the Existing Senior Notes, the Existing Senior Subordinated
Notes or other securities, (w) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses, (x) any expensing of bridge, commitment and other financing fees, (y) commissions, discounts, yield and other
fees and charges (including any interest expense) related to any Qualified Securitization Facility and (z) 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. For purposes of determining Consolidated Interest Expense for any period ending prior to the first anniversary of the Measurement Date, after
giving pro forma effect to the Transaction, Consolidated Interest Expense shall be $203 million for the fiscal quarter ended March 31, 2006, $207 million for the fiscal quarter ended June 30, 2006, and
$202 million for the fiscal quarter ended September 29, 2006. 
  

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 “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) any after-tax effect of extraordinary, non-recurring or unusual gains or losses (less all fees and expenses
relating thereto) or expenses (including relating to the Transaction or any multi-year strategic initiatives), severance, relocation costs and curtailments or modifications to pension and post-retirement employee benefit plans shall be excluded,

 (2) the Net Income for such period shall not include 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, 

(3) any net after-tax gains or losses on disposal of disposed, abandoned or discontinued operations shall be
excluded, 
 (4) any after-tax effect of gains or losses (less all fees and expenses relating thereto)
attributable to asset dispositions or abandonments or the sale or other disposition of any Capital Stock of any Person other than in the ordinary course of business shall be excluded, 

(5) 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 Holdings III shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash
(or to the extent converted into cash) to Holdings III or a Restricted Subsidiary thereof in respect of such period, 

(6) solely for the purpose of determining the amount available for Restricted Payments under clause (3)(A) of
Section 4.07(a) hereof, the Net Income for such period of any Restricted Subsidiary (other than any Guarantor) shall be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary
of its Net Income is not at the date of determination permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment,
decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived, provided
that Consolidated Net Income of Holdings III will be increased by the amount of dividends or other distributions or other payments actually paid in cash (or to the extent converted into cash) to Holdings III or a Restricted Subsidiary
thereof in respect of such period, to the extent not already included therein, 
  

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 (7) effects of adjustments (including the effects of such adjustments
pushed down to Holdings III and its Restricted Subsidiaries) in the inventory, property and equipment, software, goodwill, other intangible assets, in-process research and development, deferred revenue and debt line items in such Person’s
consolidated financial statements pursuant to GAAP resulting from the application of purchase accounting in relation to the Transaction or any consummated acquisition or the amortization or write-off of any amounts thereof, net of taxes, shall be
excluded, 
 (8) any after-tax effect of income (loss) from the early extinguishment of
(i) Indebtedness, (ii) Hedging Obligations or (iii) other derivative instruments shall be excluded, 

(9) 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, 
 (10) any non-cash compensation charge or expense including any such charge arising
from the grants of stock appreciation or similar rights, stock options, restricted stock or other rights shall be excluded, 

(11) any fees and expenses incurred during such period, or any amortization thereof for such period, in connection
with any acquisition, Investment, Asset Sale, issuance or repayment of Indebtedness, issuance of Equity Interests, refinancing transaction or amendment or modification of any debt instrument (in each case, including any such transaction consummated
prior to the Issue Date and any such transaction undertaken but not completed) and any charges or non-recurring merger costs incurred during such period as a result of any such transaction shall be excluded, 

(12) accruals and reserves that are established within twelve months after the Measurement Date that are so required
to be established as a result of the Transaction in accordance with GAAP shall be excluded; and 
 (13) the
following items shall be excluded: 
 (a) any net unrealized gain or loss (after any offset) resulting in
such period from 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 in such period from currency translation gains or
losses including those (i) related to currency remeasurements of Indebtedness and (ii) resulting from hedge agreements for currency exchange risk. 
  

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 In addition, to the extent not already included in the Consolidated Net Income of such
Person and its Restricted Subsidiaries, notwithstanding anything to the contrary in the foregoing, Consolidated Net Income shall include the amount of proceeds received from business interruption insurance and reimbursements of any expenses and
charges 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. 

Notwithstanding the foregoing, for the purpose of Section 4.07 hereof only (other than clause (3)(D) of Section 4.07(a)
hereof), there shall be excluded from Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by Holdings III and its Restricted Subsidiaries, any repurchases and redemptions of Restricted
Investments from Holdings III and its Restricted Subsidiaries, any repayments of loans and advances which constitute Restricted Investments by Holdings III or any of its Restricted Subsidiaries, any sale of the stock of an Unrestricted
Subsidiary or any distribution or dividend from an Unrestricted Subsidiary, in each case only to the extent such amounts increase the amount of Restricted Payments permitted under clause (3)(D) of Section 4.07(a) hereof. 

“Consolidated Secured Debt Ratio” as of any date of determination means, the ratio of (1) Consolidated Total
Indebtedness of Holdings III and its Restricted Subsidiaries that is secured by Liens as of the end of the most recent fiscal quarter for which internal financial statements are available immediately preceding the date on which such event for
which such calculation is being made shall occur to (2) Holdings III’s EBITDA for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such
event for which such calculation is being made shall occur, in each case with such pro forma adjustments to Consolidated Total Indebtedness and EBITDA as are appropriate and consistent with the pro forma adjustment
provisions set forth in the definition of Fixed Charge Coverage Ratio. 
 “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 Holdings III and its Restricted Subsidiaries on a consolidated basis consisting of Indebtedness for borrowed
money, Obligations in respect of Capitalized Lease Obligations and debt obligations evidenced by promissory notes and similar instruments (and excluding, for the avoidance of doubt, all obligations relating to Qualified Securitization Facilities)
and (2) the aggregate amount of all outstanding Disqualified Stock of Holdings III 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 
  

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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 Holdings III. 

“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. 

“Corporate Trust Office of the Trustee” shall be at the address of the Trustee specified in Section 13.01 hereof or
such other address as to which the Trustee may give notice to the Holders and the Issuer. 
 “Credit
Facilities” means, with respect to Holdings III or any of its Restricted Subsidiaries, one or more debt facilities, including the Senior Credit Facilities, or other financing arrangements (including, without limitation, commercial
paper facilities or indentures) providing for revolving credit loans, term loans, letters of credit or other long-term indebtedness, including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection
therewith, and any amendments, supplements, modifications, extensions, renewals, restatements or refundings thereof and any indentures or credit facilities or commercial paper facilities that replace, refund or refinance any part of the loans,
notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount permitted to be borrowed thereunder or alters the maturity thereof (provided
that such increase in borrowings is permitted under Section 4.09 hereof) or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, lender or group of lenders. 

“Custodian” means the Trustee, as custodian with respect to the Notes, each in global form, or any successor entity
thereto. 
  

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 “Default” means any event that is, or with the passage of time or the
giving of notice or both would be, an Event of Default. 
 “Definitive Note” means a certificated Note
registered in the name of the Holder thereof and issued in accordance with Section 2.06(c) hereof, substantially in the form of Exhibit A hereto except that such Note shall not bear the Global Note Legend and shall not have the
“Schedule of Exchanges of Interests in the Global Note” attached thereto. 
 “Depositary” means, with
respect to the Notes issuable or issued in whole or in part in global form, any 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 Holdings III 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 Holdings III, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash
Consideration. 
 “Designated Preferred Stock” means Preferred Stock of Holdings III or any parent
corporation 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 Holdings III 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 Holdings III or the applicable parent corporation 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. 

“Directing Agent” means Citibank, N.A., as the agent for the collateral agents under the Senior Credit Facilities
Documents, the collateral agent under the Collateral Documents relating to the Existing Secured Notes, the Collateral Agent and each additional Authorized Representative from time to time party to the Intercreditor Agreement, and any successor
thereof or replacement agent appointed in accordance with the terms of the Intercreditor Agreement. 
 “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 
  

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Holdings III 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
Holdings III or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations. 
 “Domestic
Subsidiary” means any Subsidiary that is organized under the laws of the United States, any state thereof or the District of Columbia. 

“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, in each case to the extent deducted in determining
Consolidated Net Income for such period: 
 (a) provision for taxes based on income or profits or capital,
including, without limitation, state, franchise and similar taxes (such as the Pennsylvania capital tax and Texas margin tax) and foreign withholding taxes of such Person paid or accrued during such period deducted (and not added back) in computing
Consolidated Net Income; plus 
 (b) Fixed Charges of such Person for such period (including
(x) net losses or Hedging Obligations or other derivative instruments entered into for the purpose of hedging interest rate risk, (y) bank fees and (z) costs of surety bonds in connection with financing activities, plus amounts
excluded from Consolidated Interest Expense as set forth in clauses (1)(t) through (z) in the definition thereof) to the extent 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 the
same were deducted (and not added back) in computing Consolidated Net Income; plus 
 (d) any
expenses or charges (other than depreciation or amortization expense) related to any Equity Offering, Permitted Investment, acquisition, disposition, recapitalization or the incurrence of Indebtedness permitted to be incurred by this Indenture
(including a refinancing thereof) (whether or not successful), including (i) such fees, expenses or charges related to the offering of the Notes, the Existing Secured Notes, the Existing Senior Notes, the Existing Senior Subordinated Notes and
the Credit Facilities and (ii) any amendment or other modification of the Notes, the Existing Secured Notes, the Existing Senior Notes, the Existing Senior Subordinated Notes and the Credit Facilities and, in each case, deducted (and not added
back) in computing Consolidated Net Income; plus 
  

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 (e) the amount of any restructuring charges, integration costs or other
business optimization expenses (including cost and expenses relating to inventory optimization programs, wafer fabrication facility closures and new systems design and implementation costs) or reserves deducted (and not added back) in such period in
computing Consolidated Net Income, including any one-time costs incurred in connection with acquisitions after the Measurement Date, and costs related to the closure and/or consolidation of facilities; plus 

(f) any other non-cash charges, including any write offs or write downs reducing Consolidated Net Income for such
period (provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from EBITDA to such extent, and
excluding amortization of a prepaid cash item that was paid in a prior period); plus 
 (g) 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 deducted (and not added back) in such period in calculating Consolidated Net
Income; plus 
 (h) the amount of management, monitoring, consulting and advisory fees (including
termination fees) and related indemnities and expenses paid or accrued in such period under the Management Fee Agreement or otherwise to the Investors or Permira Advisers LLC to the extent otherwise permitted under Section 4.11 hereof and
deducted (and not added back) in such period in computing Consolidated Net Income; plus 
 (i) the
amount of net cost savings projected by Holdings III in good faith to be realized as a result of specified actions taken or initiated during or prior to such period (calculated on 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 (x) such cost savings are reasonably identifiable and factually supportable, (y) such
actions are taken no later than 36 months after the Measurement Date and (z) the aggregate amount of cost savings added pursuant to this clause (i) shall not exceed $200 million for any four consecutive quarter period (which
adjustments may be incremental to pro forma cost savings adjustments made pursuant to the definition of “Fixed Charge Coverage Ratio”); plus 

(j) the amount of loss on sale of receivables, Securitization Assets and related assets to the Securitization
Subsidiary in connection with a Qualified Securitization Facility; plus 
  

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 (k) any costs or expense incurred by Holdings III or a Restricted
Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash
proceeds contributed to the capital of Holdings III or net cash proceeds of an issuance of Equity Interest of Holdings III (other than Disqualified Stock) solely to the extent that such net cash proceeds are excluded from the calculation
set forth in clause (3) of Section 4.07(a) hereof; plus 
 (l) cash receipts (or any
netting arrangements resulting in reduced cash expenditures) not representing EBITDA or Net Income in any period to the extent non-cash gains relating to such income were deducted in the calculation of EBITDA pursuant to clause (2) below for
any previous period and not added back; plus 
 (m) any net loss from disposed or discontinued
operations; plus 
 (n) interest income or investment earnings on retiree medical and intellectual
property, royalty or license receivables; plus 
 (o) 300 Millimeter R&D Expenses to the
extent that the amount of such 300 Millimeter R&D Expenses could have been made as investments under clause (18) of the definition of “Permitted Investments”; 

(2) decreased by (without duplication) by the following, in each case to the extent included in determining
Consolidated Net Income for such period: 
 (a) non-cash gains increasing Consolidated Net Income of such
Person for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced EBITDA 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 EBITDA in such prior period; plus 
 (b) any
net income from disposed or discontinued operations; and 
 (3) increased or decreased by (without
duplication), 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. 

“Equalization Payment” means, with respect to any period for any 300 Millimeter Arrangement, the payment made by
Holdings III or any of its Restricted Subsidiaries in respect of its applicable share, determined pursuant to the terms of such 

 

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300 Millimeter Arrangement, of the depreciation and amortization expenses or charges in respect of capital expenditures made with respect to such 300 Millimeter Arrangement for such period that
are recorded as research and development expenses of, but do not otherwise constitute Consolidated Depreciation and Amortization Expense of, Holdings III and its Restricted Subsidiaries on a consolidated basis for such period. 

“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 Holdings III or any of its direct or indirect parent companies (excluding Disqualified Stock), other than: 

(1) public offerings with respect to Holdings III’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 Holdings III;
and 
 (3) any such public or private sale that constitutes an Excluded Contribution. 

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

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

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC
promulgated thereunder. 
 “Excluded Assets” means certain items of property, as provided in the Collateral
Documents relating to the Notes. 
 “Excluded Contribution” means net cash proceeds, marketable securities or
Qualified Proceeds received by Holdings III from 
 (1) contributions to its common equity capital, and

 (2) the sale (other than to a Subsidiary of Holdings III or to any management equity plan or stock
option plan or any other management or employee benefit plan or agreement of Holdings III) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of Holdings III, 

in each case designated as Excluded Contributions pursuant to an officer’s certificate executed by the principal financial officer of
Holdings III on the date such capital contributions are made or the date such Capital Stock is sold, as the case may be, which are excluded from the calculation set forth in clause (3) of Section 4.07(a) hereof. 

 

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 “Existing Notes” means the 6.875% senior notes due 2011 issued by Freescale
Semiconductor, Inc. and the 7.125% Notes due 2014 issued by Freescale Semiconductor, Inc. 

“Existing Secured Notes” means the Issuer’s
10 1/8% Senior Secured Notes due 2018 issued
pursuant to the Indenture dated as of February 19, 2010, among the Issuer, the Guarantors listed therein and The Bank of New York Mellon Trust Company, N.A., as Trustee. 

“Existing Senior Notes” means the Issuer’s Senior Floating Rate Notes due 2014, the
Issuer’s
9 
1/8%/9 
7/8% Senior PIK-Election Notes due 2014 and the Issuer’s
8 7/8% Senior Notes due 2014 issued pursuant to the
Indenture dated as of December 1, 2006, among the Issuer, the Guarantors listed therein and The Bank of New York Mellon, as Trustee. 

“Existing Senior Subordinated Notes” means the Issuer’s 10c% Senior Subordinated Notes due 2016 issued pursuant to
the Indenture dated as of December 1, 2006, among the Issuer, the Guarantors listed therein and The Bank of New York Mellon as Trustee. 

“fair market value” means, with respect to any asset or liability, the fair market value of such asset or liability as
determined by Holdings III in good faith; provided that if the fair market value is equal to or exceeds $100.0 million, such determination shall be made by the board of directors of Holdings III in good faith. 

“First Lien” means the liens on the Collateral in favor of the Secured Parties under the Collateral Documents relating
to the Notes and the other Secured Parties under the other Collateral Documents. 
 “First Lien Debt Documents”
means the Intercreditor Agreement, the Senior Credit Facilities Documents and any Additional First Lien Debt Documents. 

“First Lien Obligations” means the Senior Credit Agreement Obligations and any Additional First Lien Debt Obligations.

 “Fixed Charge Coverage Ratio” means, with respect to any Person for any period, the ratio of EBITDA of such
Person for such period to the Fixed Charges of such Person for such period. In the event that Holdings III or any Restricted Subsidiary incurs, assumes, guarantees, redeems, retires or extinguishes any Indebtedness (other than Indebtedness
incurred under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) or issues or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the Fixed
Charge Coverage Ratio is being calculated but prior to or simultaneously with the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Fixed Charge Coverage Ratio Calculation Date”), then the Fixed Charge
Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement or extinguishment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, as
if the same had occurred at the beginning of the applicable four-quarter period. 
  

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 For purposes of making the computation referred to above, Investments, acquisitions,
dispositions, mergers, consolidations and disposed operations (as determined in accordance with GAAP) that have been made by Holdings III 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 Investments, acquisitions, dispositions, mergers,
consolidations and disposed operations (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 with or into Holdings III or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, acquisition, disposition, merger,
consolidation or disposed operation that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment,
acquisition, disposition, merger, consolidation or disposed operation 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 transaction, Investment, acquisition,
disposition, merger or consolidation (including the Transaction) 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
Holdings III (and may include, for the avoidance of doubt, cost savings and operating expense reductions resulting from such Investment, acquisition, merger or consolidation (including the Transaction) 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 Holdings III to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the
computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period except
as set forth in the first paragraph of this definition. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be
deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as Holdings III may designate. 
  

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 “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 during such period; and 
 (3) all cash dividends or other distributions paid (excluding
items eliminated in consolidation) on any series of Disqualified Stock during such period. 
 “Foreign Acquisition
Co.” means a direct Subsidiary of Holdings III or Holdings IV formed after the Issue Date as a holding company for the Transferred Foreign Subsidiaries and other Foreign Subsidiaries of Holdings III that are not Subsidiaries of Holdings V
and (a) that provides a Guarantee and (b) all of whose stock shall be pledged by Holdings III or Holdings IV, as applicable, to secure the Obligations under this Indenture and the Notes, which Foreign Acquisition Co. shall be organized
under the laws of Hungary, Luxembourg, The Netherlands, Iceland, Bermuda, Barbados, Mauritius, the British Virgin Islands, Malta, Cyprus or such other jurisdiction requested by Holdings III and reasonably acceptable to the Administrative Agent under
the Senior Credit Facilities. 
 “Foreign Reorganization” means the transfer of any Foreign Subsidiary of the
Issuer or any transfer of any assets or property of any Foreign Subsidiary of the Issuer to Foreign Acquisition Co. or any Subsidiary thereof; provided that such transferred Foreign Subsidiary and any Person who holds such transferred assets
or property (in each case, a “Transferred Foreign Subsidiary”) shall become a Guarantor of the Obligations under this Indenture and the Notes and Foreign Acquisition Co., shall pledge or cause to be pledged 100% of the Equity
Interests of such Transferred Foreign Subsidiary to secure the Obligations under this Indenture and the Notes. 

“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. 

“GAAP” means generally accepted accounting principles in the United States which are in effect on the Measurement Date.

 “Global Note Legend” means the legend set forth in Section 2.06(f)(ii) hereof, which is required to be
placed on all Global Notes issued under this Indenture. 
 “Global Notes” means, individually and collectively,
each of the Restricted Global Notes and the Unrestricted Global Notes, substantially in the form of Exhibit A hereto, issued in accordance with Section 2.01, 2.06(b) or 2.06(d) hereof. 

 

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 “Government Securities” means securities that are: 

(1) direct obligations of the United States of America for the timely payment of which its full faith and credit is
pledged; or 
 (2) obligations of a Person controlled or supervised by and acting as an agency or
instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, 

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 the Parent Guarantors and each Subsidiary of Holdings III, if any, that Guarantees
the Notes in accordance with the terms of this Indenture. 
 “Hedging Obligations” means, with respect to any
Person, the obligations of such Person under 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 or currency risks either generally or under specific contingencies. 

“Holder” means the Person in whose name a Note is registered on the Registrar’s books. 

“Holdings I” means Freescale Semiconductor Holdings I, Ltd., a Bermuda exempted limited liability company, and its
successors. 
 “Holdings II” means Freescale Semiconductor Holdings II, Ltd., a Bermuda exempted limited
liability company, and its successors. 
  

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 “Holdings III” means Freescale Semiconductor Holdings III, Ltd., a
Bermuda exempted limited liability company, and its successors. 
 “Holdings IV” means Freescale Semiconductor
Holdings IV, Ltd., a Bermuda exempted limited liability company, and its successors. 
 “Holdings V” means
Semiconductor Holdings V, Inc., a Delaware corporation. 
 “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), 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 after becoming
due and payable; 
 (d) representing any Hedging Obligations; or 

(e) during a Suspension Period only, obligations of the lessee for rental payments in respect of Sale and Lease-back
Transactions in an amount equal to the present value of such obligations during the remaining term of the lease using a discount rate equal to the rate of interest implicit in such transaction determined in accordance with GAAP, 

if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a
liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP; provided, that Indebtedness of any direct or indirect parent of Holdings III appearing upon the balance sheet of
Holdings III 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

  

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would appear upon the balance sheet of the such obligor or guarantor), other than by endorsement of negotiable instruments for collection in the ordinary course of business; and 

(3) to the extent not otherwise included, the obligations of the type referred to in clause (1) of a third
Person secured by a Lien on any asset owned by such first Person, whether or not such Indebtedness is assumed by such first Person; 

provided, that notwithstanding the foregoing, Indebtedness shall be deemed not to include (a) Contingent Obligations incurred in the ordinary
course of business or (b) obligations under or in respect of Qualified Securitization Facilities. 

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

“Independent Financial Advisor” means an accounting, appraisal, investment banking firm or consultant to Persons engaged
in Similar Businesses of nationally recognized standing that is, in the good faith judgment of Holdings III, 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.

 “Intellectual Property Security Agreement” means the intellectual property security agreement dated on or
about the Issue Date, among the Issuer, Holdings V, SigmaTel, the subsidiaries of Holdings III from time to time party thereto and Citibank, N.A., as Collateral Agent, as amended, supplemented, modified, extended, renewed or restated from time to
time. 
 “Intercreditor Agreement” means the Intercreditor Agreement dated February 19, 2010 among the
Directing Agent, the collateral agent under the Collateral Documents relating to the Existing Secured Notes, and the collateral agent under the Senior Credit Facilities Documents, the collateral agent under the Incremental Credit Agreement Document
(as defined in the Intercreditor Agreement) and each additional and authorized representative from time to time party thereto, as amended and supplemented by the Joinder Agreement to the Intercreditor Agreement, dated on the Issue Date, by the
Collateral Agent, and as further amended, supplemented, modified, extended, renewed or restated from time to time. 

“Initial Notes” as defined in the recitals hereto. 

“Initial Purchaser” means Credit Suisse Securities (USA) LLC. 

“Interest Payment Date” means April 15 and October 15 of each year to stated maturity. 

 

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

“Investment Grade Securities” means: 

(1) securities issued or directly and fully guaranteed or insured by the United States government or any agency or
instrumentality thereof (other than Cash Equivalents); 
 (2) debt securities or debt instruments with an
Investment Grade Rating, but excluding any debt securities or instruments constituting loans or advances among Holdings III and its Subsidiaries; 

(3) investments in any fund that invests exclusively in investments of the type described in clauses (1) and
(2) which fund may also hold immaterial amounts of cash pending investment or distribution; and 

(4) corresponding instruments in countries other than the United States customarily utilized for high quality
investments. 
 “Investments” means, with respect to any Person, all investments by such Person in other
Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit, advances to customers, commission, travel and similar advances to officers and employees, in
each case made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the
balance sheet (excluding the footnotes) of Holdings III 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 Holdings III’s equity interest in such Subsidiary) of the fair market value of the net assets of a Subsidiary of Holdings III at the time that such Subsidiary is designated an Unrestricted
Subsidiary; provided, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, Holdings III shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive)
equal to: 
 (a) Holdings III’s “Investment” in such Subsidiary at the time of such
redesignation; less 
 (b) the portion (proportionate to Holdings III’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 any dividend, distribution, interest payment, return of capital, repayment or other amount received in cash by Holdings III or a Restricted Subsidiary in respect of such Investment. 

“Investors” means The Blackstone Group, The Carlyle Group, Permira funds advised by Permira Advisers LLC, Texas Pacific
Group and, if applicable, each of their respective Affiliates and funds or partnerships managed by any of them or their respective Affiliates but not including, however, any portfolio companies of any of the foregoing. 

“Issue Date” means April 13, 2010. 

“Issuer” means Freescale Semiconductor, Inc., a Delaware corporation (and not any of its Subsidiaries), and its
successors. 
 “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. 
 “Lien” means, with respect to any asset, any mortgage, lien (statutory or
otherwise), pledge, hypothecation, charge, security interest, preference, priority or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or
other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent
statutes) of any jurisdiction; provided that in no event shall an operating lease be deemed to constitute a Lien. 

“Management Fee Agreement” means the management agreement between certain of the management companies associated with
the Investors or their advisors, if applicable, and the Issuer. 
 “Material Domestic Subsidiary” means, at any
date of determination, each of Holdings III’s Domestic Subsidiaries other than Holdings V and the Issuer (a) whose total assets at the last day of the most recent test period were equal to or greater than 5% of at such date or
(b) whose gross revenues for such test period were equal to or greater than 5% of the consolidated gross revenues of Holdings III and the Restricted Subsidiaries for such period, determined in accordance with GAAP. 

 

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 “Material Foreign Subsidiary” means, at any date of determination, each of
Holdings III’s Foreign Subsidiaries other than Holdings IV (a) whose total assets at the last day of the most recent test period were equal to or greater than 5% of the Total Assets of Holdings III and the Restricted Subsidiaries at such
date or (b) whose gross revenues for such test period were equal to or greater than 5% of the consolidated gross revenues of Holdings III and the Restricted Subsidiaries for such period, in each case determined in accordance with GAAP.

 “Material Real Property” means any real property owned by the Issuer or any Secured Guarantor with a book
value in excess of $25,000,000. 
 “Measurement Date” means December 1, 2006. 

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

“Mortgage” means collectively, the deeds of trust, trust deeds, hypothecs and mortgages made by the Secured Guarantors
in favor or for the benefit of the Collateral Agent on behalf of the Secured Parties under the Collateral Documents relating to the Notes in form and substance reasonably satisfactory to the Collateral Agent and Trustee, and any other mortgages
executed and delivered pursuant to this Indenture, as amended, supplemented, modified, extended, renewed or restated from time to time. 

“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 Holdings III or any of its Restricted Subsidiaries in respect of any Asset Sale, including any cash received upon the sale or other disposition of any Designated Non-cash Consideration received in any Asset Sale, net of the
direct costs relating to such Asset Sale and the sale or disposition of such Designated Non-cash Consideration, including legal, accounting and investment banking fees, and brokerage and sales commissions, any relocation expenses incurred as a
result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), amounts required to be applied to the repayment of principal, premium, if any, and
interest on Senior Indebtedness required (other than required by clause (1) of Section 4.10(b) hereof) to be paid as a result of such transaction and any deduction of appropriate amounts to be provided by Holdings III 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 Holdings III 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. 

 

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 “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), 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 the confidential offering memorandum, dated April 7, 2010, relating to the 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 any Person. Unless otherwise indicated, Officer shall refer to an Officer of Holdings III. 

“Officer’s Certificate” means a certificate signed on behalf of a Person by an Officer of such Person, who must be
the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of such Person, 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 Holdings III, the Issuer or the Trustee. 
 “Parent Guarantors” means
Holdings I, Holdings II, Holdings III, Holdings IV and Holdings V. 
 “Participant”
means, with respect to the Depositary a Person who has an account with the Depositary (and, with respect to DTC, shall include Euroclear and Clearstream). 

“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 or Cash Equivalents between Holdings III or any of its Restricted Subsidiaries and another Person; provided, that any cash or Cash Equivalents received must be applied in accordance with
Section 4.10 hereof. 
 “Permitted Holders” means each of the Investors and members of management of
Holdings III or its direct or indirect parent companies on the 
  

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Measurement Date who are holders of Equity Interests of Holdings III (or any of its direct or indirect parent companies) and any group (within the meaning of Section 13(d)(3) or
Section 14(d)(2) of the Exchange Act or any successor provision) of which any of the foregoing are members; provided, that, in the case of such group and without giving effect to the existence of such group or any other group, such
Investors and members of management, collectively, have beneficial ownership of more than 50% of the total voting power of the Voting Stock of Holdings III or any of its direct or indirect parent companies. 

“Permitted Investments” means: 

(1) any Investment in Holdings III or any of its Restricted Subsidiaries; 

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

(3) any Investment by Holdings III or any of its Restricted Subsidiaries in a Person that is engaged in a
Similar Business if as a result of such Investment: 
 (a) such Person becomes a Restricted Subsidiary; or

 (b) such Person, in one transaction or a series of related transactions, is merged or consolidated with
or into, or transfers or conveys substantially all of its assets to, or is liquidated into, Holdings III 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, Cash Equivalents or Investment Grade Securities and received in connection with an Asset Sale made pursuant to the provisions described under Section 4.10 hereof or any other disposition of assets not
constituting an Asset Sale; 
 (5) any Investment existing on the Measurement Date; 

(6) any Investment acquired by Holdings III or any of its Restricted Subsidiaries: 

(a) in exchange for any other Investment or accounts receivable held by Holdings III 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); or 

 

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 (b) as a result of a foreclosure by Holdings III or any of its
Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default; 

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

(8) any Investment in a Similar Business having an aggregate fair market value, taken together with all other
Investments made pursuant to this clause (8) that are at that time outstanding, not to exceed 3.5% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving
effect to subsequent changes in value); 
 (9) Investments the payment for which consists of Equity
Interests (exclusive of Disqualified Stock) of Holdings III, 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) guarantees of Indebtedness permitted under Section 4.09 hereof;

 (11) any transaction to the extent it constitutes an Investment that is permitted and made in accordance
with the provisions of Section 4.11(b) hereof (except transactions described in clauses (2), (5) and (9) of Section 4.11(b) hereof); 

(12) Investments consisting of purchases and acquisitions of inventory, supplies, material or equipment; 

(13) additional Investments having an aggregate fair market value, 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 cash or marketable securities), not to exceed 4.0% of
Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value); 

(14) Investments in or relating to a Securitization Subsidiary that, in the good faith determination of
Holdings III are necessary or advisable to effect any Qualified Securitization Facility or any repurchase obligation in connection therewith; 

(15) advances to, or guarantees of Indebtedness of, employees not in excess of $25.0 million outstanding at any
one time, in the aggregate; 
 (16) loans and advances to officers, directors and employees for
business-related travel expenses, moving expenses and other similar expenses, in 
  

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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 Holdings III or any direct or indirect
parent company thereof; 
 (17) advances, loans or extensions of trade credit in the ordinary course of
business by Holdings III or any of its Restricted Subsidiaries; and 
 (18) Investments in or with
respect to the Issuer’s jointly funded alliance with respect to the 300 millimeter wafer fabrication in Crolles, France, as in effect on the Issue Date, and any amendment, modification or restructuring thereof, or any successor or
replacement alliance or arrangement with respect thereto, or any additional alliance or arrangement with respect to 300 millimeter or larger wafer fabrication (in each case whether or not located in Crolles, France); provided that the
aggregate fair market value of any such Investments in any calendar year shall not exceed an amount equal to: 

(a) $150.0 million, with unused amounts in any calendar year being carried over to succeeding calendar years
subject to a maximum carryover of $250.0 million; plus 
 (b) the amount of 300 Millimeter Asset
Sale Proceeds received during such calendar year, with unused 300 Millimeter Asset Sale Proceeds in any calendar year being carried over to succeeding calendar years without any maximum carryover amount; provided that the aggregate
amount of Investments made pursuant to this clause (b) shall not exceed $500.0 million; minus 
 (c)
the amount of 300 Millimeter R&D Expenses incurred during such calendar year that is added back to Consolidated Net Income of Holdings III with respect to such calendar year in arriving at EBITDA of Holdings III with respect to
such calendar year (including with respect to such calendar year reducing the amounts available under the immediately preceding clauses (a) and (b), as applicable, for carryovers to succeeding calendar years). 

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

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

  

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

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

(5) minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses,
rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties or Liens incidental, to the conduct of the business of such Person or to the ownership
of its properties which were not incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

 (6) Liens securing Credit Facilities Obligations permitted to be incurred pursuant to clause (1) of
Section 4.09(b); 
 (7) Liens securing Credit Facilities Obligations permitted to be
incurred pursuant to Section 4.09; provided that at the time of incurrence, and after giving pro forma effect thereto, the Consolidated Secured Debt Ratio would be no greater than 3.25x to 1; 

(8) Liens securing the Notes, any Guarantee of the Notes and other Obligations under the Notes and this Indenture;

 (9) Liens securing the Existing Secured Notes, any Guarantee of the Existing Secured Notes and other
obligations under the Existing Secured Notes, and the indenture governing the Existing Secured Notes; 

(10) Liens securing Indebtedness permitted to be incurred pursuant to clause (4) or (12)(b) of
Section 4.09(b) hereof; 
  

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 (11) Liens existing on the Issue Date (including the Liens granted
pursuant to Section 7.06 hereof); 
 (12) Liens 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 Holdings III or any of its Restricted Subsidiaries; 

(13) Liens on property or other assets at the time Holdings III or a Restricted Subsidiary acquired the property
or such other assets, including any acquisition by means of a merger, amalgamation or consolidation with or into Holdings III or any of its Restricted Subsidiaries; provided, that such Liens are not created or incurred in connection
with, or in contemplation of, such acquisition; provided, further, that the Liens may not extend to any other property owned by Holdings III or any of its Restricted Subsidiaries; 

(14) Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to Holdings III or
another Restricted Subsidiary permitted to be incurred in accordance with the Section 4.09; 

(15) Liens securing Hedging Obligations so long as related Indebtedness is, and is permitted to be under this
Indenture, secured by a Lien on the same property securing such Hedging Obligations; 
 (16) Liens on
specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of
such inventory or other goods; 
 (17) 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 Holdings III or any of its Restricted Subsidiaries and do not secure any Indebtedness; 

(18) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into
by Holdings III and its Restricted Subsidiaries in the ordinary course of business; 
 (19) Liens in
favor of Holdings III, the Issuer or any Subsidiary Guarantor; 
 (20) Liens on equipment of
Holdings III or any of its Restricted Subsidiaries granted in the ordinary course of business to Holdings III’s clients; 
  

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 (21) Liens on accounts receivable, Securitization Assets and related
assets incurred in connection with a Qualified Securitization Facility; 
 (22) 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 (10),
(11), (12) and (13); 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 (10), (11), (12) and (13) 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; 

(23) deposits made in the ordinary course of business to secure liability to insurance carriers; 

(24) other Liens securing obligations incurred in the ordinary course of business which obligations do not exceed
$65.0 million at any one time outstanding; 
 (25) Liens securing judgments for the payment of money
not constituting an Event of Default under clause (5) under Section 6.01 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; 

(26) 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; 
 (27) Liens (i) of a
collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of
business, and (iii) in favor of banking institutions arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry; 

(28) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 4.09
hereof; provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement; 
  

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 (29) 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; 

(30) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with
banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of Holdings III or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in
the ordinary course of business of Holdings III and its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of Holdings III or any of its Restricted Subsidiaries in the
ordinary course of business; 
 (31) Liens securing obligations owed by Holdings III or any Restricted
Subsidiary to any lender under the Senior Credit Facilities 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; 
 (32) Liens securing Indebtedness the proceeds of which are used to develop or
construct new facilities (or any improvements to existing facilities) or equipment (or any improvements to existing equipment) designed primarily for the purpose of air or water pollutions control; provided that such Indebtedness is permitted
to be incurred by the terms of this Indenture and such Liens do not extend to any assets of Holdings III or its Restricted Subsidiaries other than the assets acquired or improved with the proceeds of the Indebtedness secured by such Lien; and

 (33) 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. 
 For purposes of this
definition, the term “Indebtedness” shall be deemed to include interest on such Indebtedness. 

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

“Preferred Stock” means any Equity Interest with preferential rights of payment of dividends or upon liquidation,
dissolution, or winding up. 
 “Private Placement Legend” means the legend set forth in Section 2.06(f)(i)
hereof to be placed on all Notes issued under this Indenture, except where otherwise permitted by the provisions of this Indenture. 
  

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 “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 (a) constituting a securitization financing facility that meets the following conditions: (1) the board of directors of Holdings III 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 Holdings III and the applicable Securitization Subsidiary, (2) all sales and/or contributions of
Securitization Assets and related assets to the applicable Securitization Subsidiary are made at fair market value (as determined in good faith by Holdings III) and (3) the financing terms, covenants, termination events and other
provisions thereof shall be market terms (as determined in good faith by Holdings III) or (b) constituting a receivables financing facility. 

“Rating Agencies” means Moody’s and S&P or if Moody’s or S&P or both shall not make a rating on the
Notes publicly available, a 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 or both, as the case may be. 

“Record Date” for the interest payable on any applicable Interest Payment Date means the April 1 or October 1
(whether or not a Business Day) immediately preceding such Interest Payment Date. 
 “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 A, bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or
its nominee, issued in a denomination equal to the outstanding principal amount of the Regulation S Temporary Global Note of the applicable series upon expiration of the Restricted Period. 

“Regulation S Temporary Global Note” means a temporary Global Note in the form of Exhibit A, 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 of the applicable series initially sold in reliance on Rule 903. 

“Regulation S Temporary Global Note Legend” means the legend set forth in Section 2.06(f)(iii) hereof.

  

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 “Related Business Assets” means assets (other than cash or Cash
Equivalents) used or useful in a Similar Business, provided that any assets received by Holdings III or a Restricted Subsidiary in exchange for assets transferred by Holdings III 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 secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the Persons who at the
time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such Person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of
this Indenture. 
 “Restricted Definitive Note” means a Definitive Note bearing, or that is required to bear,
the Private Placement Legend. 
 “Restricted Global Note” means a Global Note bearing, or that is required to
bear, the Private Placement Legend. 
 “Restricted Investment” means an Investment other than a Permitted
Investment. 
 “Restricted Parent Guarantor” means Holdings III, Holdings IV and Holdings V.

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

“Restricted Subsidiary” means, at any time, Holdings IV, Holdings V, the Issuer and any other direct or
indirect Subsidiary of Holdings III (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” if it is then a Subsidiary of Holdings III. 

“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 Holdings III 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 Holdings III or such Restricted Subsidiary to a third Person in contemplation of such
leasing. 
 “SEC” means the U.S. Securities and Exchange Commission. 

“Secured Guarantors” means the Restricted Parent Guarantors, the Domestic Subsidiary Guarantors and the Foreign
Subsidiary Guarantors providing secured Guarantees. 
 “Secured Indebtedness” means any Indebtedness of
Holdings III or any of its Restricted Subsidiaries secured by a Lien. 
 “Secured Parties” means the Senior
Credit Agreement Secured Parties and the Additional First Lien Debt Parties. 
 “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 related to the Specified Contract Rights subject to a Qualified Securitization Facility that is a securitization financing facility (and not
a receivables financing 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 Holdings III or any of its Restricted Subsidiaries (other than a Securitization Subsidiary) pursuant to which Holdings III or any of its Restricted Subsidiaries sells or
grants a security interest in its accounts receivable or 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 accounts
receivable 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. 

“Security Agreement” means the security agreement dated as of April 13, 2010, among the Issuer, Holdings IV,
SigmaTel, the subsidiaries of Holdings III from time to time party thereto and Citibank, N.A., as Collateral Agent, as amended, supplemented, modified, extended, renewed or restated from time to time. 

 

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 “Senior Credit Agreement Collateral Agent” means Citibank, N.A., in its
capacity as the collateral agent for the Senior Credit Agreement Secured Parties under the Senior Credit Agreement Collateral Documents, and any successor thereof. 

“Senior Credit Agreement Collateral Documents” means the security agreement, the intellectual property security
agreement, the mortgages, the security agreement supplements and each other agreement, instrument or other document entered into in favor of the administrative agent under the Senior Credit Facilities Documents, the Senior Credit Agreement
Collateral Agent or any of the other Senior Credit Agreement Secured Parties for purposes of securing the Senior Credit Agreement Obligations. 

“Senior Credit Agreement Obligations” has the meaning assigned to the term “Obligations” in the Senior Credit
Facilities. 
 “Senior Credit Agreement Secured Parties” has the meaning assigned to the term “Secured
Parties” in the Senior Credit Facilities. 
 “Senior Credit Facilities” means the Credit Facilities
entered into as of the Measurement Date by and among the Issuer, Holdings III, the lenders party thereto in their capacities as lenders thereunder and Citibank, N.A., as Administrative Agent, including any guarantees, collateral documents,
instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements, refundings or refinancings thereof and any indentures or credit facilities or commercial paper
facilities with banks or other institutional lenders or investors that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or
indenture that increases the amount borrowable thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted under Section 4.09 hereof). 

“Senior Credit Facilities Documents” means the Senior Credit Facilities, any promissory notes issued to any Lender (as
defined in the Senior Credit Facilities) pursuant to the Senior Credit Facilities, the Senior Credit Agreement Collateral Documents and each other Loan Document (as defined in the Senior Credit Facilities), as the same may be amended, restated,
supplemented or otherwise modified from time to time. 
 “Senior Indebtedness” means: 

(1) all Indebtedness of the Issuer or any Guarantor outstanding under the Senior Credit Facilities, the Existing
Secured Notes and the related Guarantees, the Notes and related Guarantees and the Existing Senior Notes and related Guarantees (including interest accruing on or after the filing of any petition in bankruptcy or similar proceeding or for
reorganization of the Issuer or any 
  

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Guarantor (at the rate provided for in the documentation with respect thereto, regardless of whether or not a claim for post-filing interest is allowed in such proceedings)), and any and all
other fees, expense reimbursement obligations, indemnification amounts, penalties, and other amounts (whether existing on the Issue Date or thereafter created or incurred) and all obligations of the Issuer or any Guarantor to reimburse any bank or
other Person in respect of amounts paid under letters of credit, acceptances or other similar instruments; 

(2) all Hedging Obligations (and guarantees thereof) owing to a Lender (as defined in the Senior Credit Facilities)
or any Affiliate of such Lender (or any Person that was a Lender or an Affiliate of such Lender at the time the applicable agreement giving rise to such Hedging Obligation was entered into), provided that such Hedging Obligations are
permitted to be incurred under the terms of this Indenture; 
 (3) any other Indebtedness of the Issuer or
any Guarantor permitted to be incurred under the terms of this Indenture, unless the instrument under which such Indebtedness is incurred expressly provides that it is on a parity with or subordinated in right of payment to the Senior Subordinated
Notes or any related Guarantee; and 
 (4) all Obligations with respect to the items listed in the preceding
clauses (1), (2) and (3); 
 provided, that Senior Indebtedness shall not include: 

(a) any obligation of such Person to Holdings III or any of its Subsidiaries; 

(b) any liability for federal, state, local or other taxes owed or owing by such Person; 

(c) any accounts payable or other liability to trade creditors arising in the ordinary course of business;

 (d) any Indebtedness or other Obligation of such Person which is subordinate or junior in any respect to
any other Indebtedness or other Obligation of such Person; or 
 (e) that portion of any Indebtedness which
at the time of incurrence is incurred in violation of this Indenture. 
 “SigmaTel” means SigmaTel, LLC, a
Delaware limited liability company. 
 “Significant Subsidiary” means any Restricted Subsidiary that would be a
“significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the Issue Date. 

 

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 “Similar Business” means any business conducted or proposed to be conducted
by Holdings III and its Restricted Subsidiaries on the Issue Date and any reasonable extension thereof or any business that is similar, reasonably related, incidental or ancillary thereto. 

“Specified Contract Rights” means certain intellectual property licenses, agreements or other contracts giving rise to
not more than $100 million of annual accounts receivable, royalty or other intellectual property revenue streams or other rights to payment. 

“Specified Foreign Subsidiaries” means each Material Foreign Subsidiary that is not a direct or indirect Subsidiary of
Holdings V, each Transferred Foreign Subsidiary and, after its formation, Foreign Acquisition Co. 
 “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% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of
directors, managers or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof or is consolidated under GAAP with
such Person at such time; and 
 (2) any partnership, joint venture, limited liability company or similar
entity of which 
 (x) more than 50% of the capital accounts, distribution rights, total equity and voting
interests or general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership,
general, special or limited partnership or otherwise, and 
  

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 (y) such Person or any Restricted Subsidiary of such Person is a
controlling general partner or otherwise controls such entity. 
 “Subsidiary Guarantor” means each Guarantor
other than the Parent Guarantors. 
 “Total Assets” means the total assets of Holdings III and its
Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP, as shown on the most recent balance sheet of Holdings III or such other Person as may be expressly stated. 

“Transaction” means the transactions contemplated by the Transaction Agreement, the tender offer and consent
solicitation relating to the Existing Notes, the issuance of Existing Senior Notes and the Existing Senior Subordinated Notes and borrowings under the Senior Credit Facilities as in effect on the Measurement Date. 

“Transaction Agreement” means the Agreement and Plan of Merger, dated as of September 15, 2006 by and among
Freescale Semiconductor, Inc., Freescale Acquisition Corporation and Firestone Holdings LLC, as in effect on the Measurement Date. 

“Transferred Foreign Subsidiary” has the meaning specified in the definition of “Foreign Reorganization.”

 “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 April 15, 2014; 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. 

“Trustee” means The Bank of New York Mellon Trust Company, N.A., as trustee, until a successor replaces it in accordance
with the applicable provisions of this Indenture and thereafter means the successor serving hereunder. 
 “Uniform
Commercial Code” means the New York Uniform Commercial Code as in effect from time to time. 
 “Unrestricted
Definitive Note” means one or more Definitive Notes that do not bear and are not required to bear the Private Placement Legend. 

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

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 “Unrestricted Subsidiary” means: 

(1) any Subsidiary of Holdings III which at the time of determination is an Unrestricted Subsidiary (as
designated by Holdings III, as provided below); and 
 (2) any Subsidiary of an Unrestricted
Subsidiary. 
 Holdings III may designate any Subsidiary of Holdings III (including any existing Subsidiary and any newly acquired or
newly formed Subsidiary but excluding the Issuer and any Subsidiary of Holdings III as to which the Issuer is a 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, Holdings III or any Subsidiary of Holdings III (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 Holdings III; 

(2) such designation complies with Section 4.07 hereof; and 

(3) each of: 

(a) the Subsidiary to be so designated; and 

(b) its Subsidiaries 

has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or
indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of Holdings III or any Restricted Subsidiary. 

Holdings III 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) Holdings III could incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage
Test described in Section 4.09(a) hereof; or 
  

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 (2) the Fixed Charge Coverage Ratio for Holdings III and its
Restricted Subsidiaries would be equal to or greater than such ratio for Holdings III 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 Holdings III shall be notified by Holdings III to the Trustee by promptly filing with the Trustee a copy of
the resolution of the board of directors of Holdings III 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. Dollar Equivalent” means, with respect to any monetary amount in a currency other than U.S. dollars, at any time
for the determination thereof, the amount of U.S. dollars obtained by converting such foreign currency involved in such computation into U.S. dollars at the spot rate for the purchase of U.S. dollars with the applicable foreign currency as quoted by
Reuters at approximately 10:00 A.M. (New York City time) on such date of determination (or if no such quote is available on such date, on the immediately preceding Business Day for which such a quote is available). 

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

 

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 SECTION 1.02. Other Definitions. 

 

			
	 Term
	  	Defined
in Section
	 “Acceptable Commitment”
	  	4.10
	 “Affiliate Transaction”
	  	4.11
	 “Agreements”
	  	11.01
	 “Asset Sale Offer”
	  	4.10
	 “Authentication Order”
	  	2.02
	 “Change of Control Offer”
	  	4.14
	 “Change of Control Payment”
	  	4.14
	 “Change of Control Payment Date”
	  	4.14
	 “Covenant Defeasance”
	  	8.03
	 “Covenant Suspension Event”
	  	4.16
	 “DTC”
	  	2.03
	 “Event of Default”
	  	6.01
	 “Excess Proceeds”
	  	4.10
	 “Excluded Assets”
	  	11.02
	 “Fixed Charge Coverage Test”
	  	4.09
	 “Foreign Payor”
	  	4.05
	 “incur”
	  	4.09
	 “Initial Lien”
	  	4.12
	 “Legal Defeasance”
	  	8.02
	 “Note Register”
	  	2.03
	 “Offer Amount”
	  	3.09
	 “Offer Period”
	  	3.09
	 “Paying Agent”
	  	2.03
	 “Purchase Date”
	  	3.09
	 “Redemption Date”
	  	3.07
	 “Refinancing Indebtedness”
	  	4.09
	 “Refunding Capital Stock”
	  	4.07
	 “Registrar”
	  	2.03
	 “Relevant Taxing Jurisdiction”
	  	4.05
	 “Restricted Payments”
	  	4.07
	 “Reversion Date”
	  	4.16
	 “Second Commitment”
	  	4.10
	 “Successor Company”
	  	5.01
	 “Successor Guarantor”
	  	5.01
	 “Successor Person”
	  	5.01
	 “Suspended Covenants”
	  	4.16
	 “Suspension Date”
	  	4.16
	 “Suspension Period”
	  	4.16
	 “Taxes”
	  	4.05
	 “Treasury Capital Stock”
	  	4.07

  

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 SECTION 1.03. 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) “including” means including without limitation; 

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

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

(g) provisions apply to successive events and transactions; 

(h) references to sections of, or rules under, the Securities Act shall be deemed to include substitute, replacement or
successor sections or rules adopted by the SEC from time to time; 
 (i) 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; and 

(j) 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 1.04. Acts of
Holders. 
 (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this
Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing. Except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments or record or both are delivered to the Trustee and, where it is hereby expressly required, to the Issuer. Proof of execution of any such instrument or of a writing
appointing any such agent, or the holding by any Person of a Note, shall be sufficient for any purpose of this Indenture and (subject to Section 7.01) conclusive in favor of the Trustee and the Issuer, if made in the manner provided in this
Section 1.04. 
 (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 

 

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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,
the Collateral Agent or the Issuer in reliance thereon, whether or not notation of such action is made upon such Note. 
 (e)
The Issuer may 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. 
 (f) Without limiting the foregoing, a Holder entitled to
take any action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents, each of which may do so pursuant to such appointment with regard to
all or any part of such principal amount. Any notice given or action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate
Holders of each such different part. 
 (g) Without limiting the generality of the foregoing, a Holder, including DTC, 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 DTC may provide its proxy 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. 
  

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 ARTICLE II 

THE NOTES 

SECTION 2.01. Form and Dating; Terms. 

(a) General. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A
hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rules or usage. Each Note shall be dated the date of its authentication. The Notes shall be in minimum denominations of $2,000 and integral multiples
of $1,000 in excess thereof. 
 (b) Global Notes. Notes issued in global form shall be substantially in the form of
Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of
Exhibit A 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 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. Any endorsement of a Global Note to reflect the amount of any increase or
decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by
Section 2.06 hereof. 
 (c) 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 Custodian 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 
  

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 (ii) an Officer’s Certificate from the Issuer. 

Following the termination of the Restricted Period, beneficial interests in each Regulation S Temporary Global Note shall be exchanged
for beneficial interests in a Regulation S Permanent Global Note of the same series pursuant to the Applicable Procedures. Simultaneously with the authentication of the corresponding Regulation S Permanent Global Note, the Trustee shall cancel the
corresponding Regulation S Temporary Global Note. The aggregate principal amount of a Regulation S Temporary Global Note and a 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) 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. 
 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
hereof. 
 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. 

SECTION 2.02. Execution and Authentication. At least one Officer of the Issuer shall execute the Notes on behalf of the Issuer by
manual or facsimile signature. 
 If an Officer of the Issuer whose signature is on a Note no longer holds that office at the
time the Trustee authenticates the Note, the Note shall nevertheless be valid. 
  

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 A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory
for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under
this Indenture. 
 On the Issue Date, the Trustee shall, upon receipt of an Issuer Order (an “Authentication
Order”), authenticate and deliver the Initial Notes. In addition, at any time, from time to time, the Trustee shall upon an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified in
such Authentication Order for such Additional Notes issued or increased 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. (a) The Issuer shall maintain (i) an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”) and (ii) an office or agency 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 and one or more
additional paying agents. The term “Registrar” includes any co-registrar, and the term “Paying Agent” includes any additional paying agents. The Issuer initially appoints the Trustee as Paying Agent. The Issuer may
change any Paying Agent or Registrar without prior notice to any Holder. The Issuer shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuer fails to appoint or maintain another entity as
Registrar or Paying Agent, the Trustee shall, to the extent that it is capable, act as such. The Issuer or any of its domestic Subsidiaries may act as Paying Agent or Registrar. 

(b) The Issuer initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global
Notes representing the Notes. 
 (c) The Issuer initially appoints the Trustee to act as the Registrar for the 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 and premium, if any, or interest on the Notes, and will 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 

 

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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. If the Trustee is not the Registrar, the Issuer shall furnish to the Trustee at least five Business Days before each Interest Payment Date and at such other times as the Trustee may request
in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders of Notes. 

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 thereto or a nominee of such successor thereto. A beneficial interest in a Global Note may not be exchanged for a Definitive Note of the same series
unless (A) the Depositary (x) notifies the Issuer that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act, and, in either case, a
successor Depositary is not appointed by the Issuer within 120 days or (B) there shall have occurred and be continuing a Default with respect to the Notes. Upon the occurrence of any of the preceding events in (A) above, Definitive Notes
delivered in exchange for any Global Note of the same series 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 of the same series 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 preceding events in
(A) or (B) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note
may be transferred and exchanged as provided in Section 2.06(b) or (c) hereof. 
  

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 (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, 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 pursuant to Rule 144A. 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 of the same series 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 a Regulation S Temporary Global Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the
Registrar of any certificates required pursuant to Rule 903. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the
Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(g) hereof. 

(iii) Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted
Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.06(b)(ii) hereof and the Registrar receives
the following: 
 (A) if the transferee will take delivery in the form of a beneficial interest in a 144A Global
Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; or 
  

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

(iv) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an
Unrestricted Global Note. A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a
beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.06(b)(ii) hereof and the Registrar receives the following: 

(A) 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 of the same series, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or 

(B) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to
a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note of the same series, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item
(4) thereof; 
 and, in each such case, 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 this
paragraph (iv) 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 this paragraph (iv). 

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. 
  

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 (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 subsection (A) of Section 2.06(a) hereof and receipt by the Registrar of the following documentation: 

(A) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest
for a Restricted Definitive Note, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof; 

(B) if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate substantially in
the form of Exhibit B hereto, including the certifications in item (1) thereof; 
 (C) if such
beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate substantially in the form of Exhibit B hereto, including the certifications in item
(2) thereof; 
 (D) if such beneficial interest is being transferred pursuant to an exemption from the
registration requirements of the Securities Act in accordance with Rule 144, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof; 

(E) if such beneficial interest is being transferred to the Issuer or any of its Restricted Subsidiaries, a certificate
substantially in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof; or 

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

  

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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 (A) of Section 2.06(a) hereof and if the Registrar receives the following: 

(A) 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 

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

and, in each such case, 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 
  

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of a Definitive Note, then, upon the occurrence of any of the events in subsection (A) of Section 2.06(a) hereof and satisfaction of the conditions set forth in Section 2.06(b)(ii)
hereof, the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(g) hereof, and the Issuer shall execute and the Trustee shall authenticate and mail to the Person
designated in the instructions a Definitive Note in the applicable principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iv) shall be registered in such name or names and in such
authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from or through the Depositary and the Participant or Indirect Participant. The Trustee shall mail such Definitive
Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iv) shall not bear the Private Placement Legend. 

(d) Transfer and Exchange of Definitive Notes for Beneficial Interests. 

(i) Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted
Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global
Note, then, upon receipt by the Registrar of the following documentation: 
 (A) if the Holder of such Restricted
Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof;

 (B) if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a
certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof; 

(C) if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance
with Rule 903 or Rule 904, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (2) thereof; 

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

(E) if such Restricted Definitive Note is being transferred to the Issuer or any of its Restricted Subsidiaries, a
certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof; or 
  

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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 the Registrar receives the following: 
 (A) 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 

(B) 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, 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 the form of a beneficial

  

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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) 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 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 pursuant 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 the Registrar receives the
following: 
 (A) 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 

 

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 (B) 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, 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) Legends. The following legends shall appear on the face of
all Global Notes and Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture: 

(i) Private Placement Legend. 

(A) Except as permitted by 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: 
 “THE NOTE EVIDENCED
HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE NOTE EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE NOTE EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE 
  

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HOLDER OF THE NOTE EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH NOTE MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1) (a) IN THE UNITED
STATES TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (b) OUTSIDE THE UNITED STATES IN AN OFFSHORE
TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (c) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (d) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501
(a) (1), (2), (3) OR (7) UNDER THE SECURITIES ACT) THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH
TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES LESS THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT OR (e) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE COMPANY SO REQUESTS), (2) TO THE COMPANY OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE NOTE EVIDENCED HEREBY OF THE RESALE
RESTRICTIONS SET FORTH IN (A) ABOVE.” 
 (B) Notwithstanding the foregoing, any Global Note or
Definitive Note issued pursuant to subparagraph (b)(iv), (c)(iii), (c)(iv), (d)(ii), (d)(iii), (e)(ii) or (e)(iii) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) shall not bear the Private Placement
Legend. 
 (ii) Global Note Legend. Each Global Note representing the Notes shall bear a legend in
substantially the following form (with appropriate changes in the last sentence if DTC is not the Depositary): 
 “THIS
GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS 
  

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NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON
AS MAY BE REQUIRED PURSUANT TO SECTION 2.06(g) OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION
PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS
NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A 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: 
 “THIS NOTE (OR ITS PREDECESSOR) WAS
ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY
U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT.”

  

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 (g) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial
interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be returned to or retained and canceled by
the Trustee in accordance with Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial
interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note shall be reduced accordingly and 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. 

(h) General Provisions Relating to Transfers and Exchanges. 

(i) To permit registrations of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Global
Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s 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 may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar
governmental charge payable upon exchange or transfer pursuant to Sections 2.07, 2.10, 3.06, 3.09, 4.10, 4.14 and 9.04 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 
  

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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 or (C) to register the transfer of or to exchange a Note between a Record Date with respect to such Note and the
next succeeding Interest Payment Date with respect to such Note. 
 (vi) Prior to due presentment for the
registration of a transfer of any Note, the Trustee, any Agent and the Issuer may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of (and premium, if
any) and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuer shall be affected by notice to the contrary. 

(vii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to
Section 4.02 hereof, the Issuer shall execute, and the Trustee shall authenticate and mail, in the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like
aggregate principal amount. 
 (viii) At the option of the Holder, 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 which the Holder making the exchange is entitled to 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 any mutilated Note is surrendered to the Trustee, the Registrar or the Issuer and the Trustee receives evidence to its satisfaction of the ownership and destruction, loss or theft of any Note, the Issuer shall issue and
the Trustee, upon receipt of an Authentication Order, shall authenticate a replacement Note if the Trustee’s requirements are met. 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 and the Trustee may charge the Holder for their
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. 
  

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 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, a Guarantor or an Affiliate of the Issuer or a Guarantor holds the Note. 

If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to
it that the replaced Note is held by a protected purchaser (as defined in Section 8-303 of the Uniform Commercial Code). 

If the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it
ceases to accrue. 
 If the Paying Agent (other than the Issuer, a Guarantor or an Affiliate of the Issuer or a Guarantor)
holds, on a Redemption Date or maturity date, money sufficient to pay Notes (or portions thereof) payable on that date, then on and after that date such Notes (or portions thereof) shall be deemed to be no longer outstanding and shall cease to
accrue interest. 
 SECTION 2.09. Treasury Notes. In determining whether the Holders of the required principal amount of
Notes have concurred in any direction, waiver or consent, Notes owned by the Issuer, a Guarantor or by any Affiliate of the Issuer or a Guarantor, shall be considered as though not outstanding, except that for the purposes of determining whether the
Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that a Responsible Officer of the Trustee knows are so owned shall be so disregarded. Notes so owned which have been pledged in good faith shall not be
disregarded if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right to deliver any such direction, waiver or consent with respect to the Notes and that the pledgee is not the Issuer, a Guarantor or any obligor upon the
Notes or any Affiliate of the Issuer, a Guarantor or of 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. 
  

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 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 destroy cancelled Notes (subject to the record retention requirement of the Exchange Act). Certification of the
destruction of all cancelled Notes shall be delivered to the Issuer. 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, in each case at the rate provided in the Notes and in Section 4.01 hereof. The Issuer may pay the defaulted interest to the Persons who are
Holders on a subsequent special record date. 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 any such special record date and payment date; provided that no
such special record date shall be less than 10 days prior to the related payment date for such defaulted interest. The Trustee shall promptly notify the Issuer of any such special record date. At least 15 days before any such 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, with a copy to the Trustee, a notice at his or her
address as it appears in the Note Register that states the special record date, the related payment date and the amount of such interest to be paid. 

Subject to the foregoing provisions of this Section 2.12 and for greater certainty, each Note delivered under this Indenture upon
registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Note. 

SECTION 2.13. CUSIP/ISIN Numbers. The Issuer in issuing the Notes may use CUSIP and ISIN numbers (in each case, if then generally
in use) and, if so, the Trustee shall use CUSIP and ISIN 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 will as promptly as practicable notify the Trustee in writing of any change in the CUSIP and ISIN numbers. 
  

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 ARTICLE III 

REDEMPTION 

SECTION 3.01. Notices to Trustee. If the Issuer elects to redeem Notes pursuant to Section 3.07 hereof, it shall furnish to
the Trustee, at least 2 Business Days before notice of redemption is required to be mailed or caused to be mailed to Holders pursuant to Section 3.03 hereof but not more than 60 days before a Redemption Date, an Officer’s Certificate of
the Issuer setting forth (i) the paragraph or subparagraph of the Note and/or Section of this Indenture pursuant to which the redemption shall occur, (ii) the Redemption Date, (iii) the principal amount of the Notes to be redeemed and
(iv) the redemption price. 
 SECTION 3.02. Selection of Notes to Be Redeemed. If less than all of the Notes are to
be redeemed at any time, the Trustee shall select the Notes to be redeemed (a) if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the Notes are
listed or (b) on a pro rata basis to the extent practicable, or, if the pro rata basis is not practicable for any reason, by lot or by such other method the Trustee shall deem fair and appropriate. In the event of
partial redemption by lot, the particular Notes to be redeemed shall be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the Redemption Date by the Trustee from the outstanding Notes not previously called
for redemption. 
 The Trustee shall promptly notify the Issuer in writing of the Notes selected for redemption and, in the case
of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in amounts of $2,000 or whole multiples of $1,000 in excess thereof; no Notes of less than $2,000 can be redeemed
in part, except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000 shall be redeemed. Except as provided in the preceding sentence, provisions of this
Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. 
 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 notices of redemption at least 30 days but not more than 60 days before the Redemption Date to each Holder of
Notes to be redeemed at such Holder’s registered address or otherwise in accordance with Applicable Procedures, 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 12 hereof. Except pursuant to a notice of redemption delivered in accordance with a redemption pursuant to Sections 3.07(b) hereof, notices of redemption may not be conditional. 

 

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 The notice shall identify the Notes to be redeemed and shall state: 

(a) the Redemption Date; 

(b) the redemption price; 

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

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

(f) that, unless the Issuer defaults in making such redemption payment, interest on Notes called for redemption ceases to accrue on and
after the Redemption Date; 
 (g) the paragraph or subparagraph of the Notes and/or Section of this Indenture pursuant to which
the Notes called for redemption are being redeemed; 
 (h) the CUSIP and ISIN number, if any, printed on the Notes being
redeemed and that no representation is made as to the correctness or accuracy of any such CUSIP and ISIN number that is listed in such notice or printed on the Notes; and 

(i) if in connection with a redemption pursuant to Section 3.07(b) hereof, any condition to such redemption. 

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 2 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 of the Issuer 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 (except as provided for in Sections 3.07(b) hereof). 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 ceases to accrue on Notes or portions of Notes called for redemption. 

 

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 SECTION 3.05. Deposit of Redemption Price.  

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

(b) If the Issuer complies with the provisions of the preceding paragraph (a), on and after the Redemption Date, interest shall
cease to accrue on the applicable series of Notes or the portions of Notes called for redemption. If a Note is redeemed 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 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 shall not be so paid upon surrender for redemption because of the failure of the
Issuer to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the Redemption Date until such principal is paid, and to the extent lawful on any interest accrued to the Redemption 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 in
Part. Upon surrender of a Note that is redeemed 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 portion of the Note surrendered
representing the same indebtedness to the extent not redeemed; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess 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 of the Issuer is required for the Trustee to authenticate such new Note. 

SECTION 3.07. Optional Redemption. 

(a) At any time prior to April 15, 2014, the Issuer may redeem all or a part of the Notes, upon notice in accordance with
Section 3.03, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, 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 April 15, 2013, the Issuer may, at its option, redeem up to 35% of the aggregate principal amount of Notes issued by it at a redemption price equal to 

 

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109.25% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, the Redemption Date, subject to the right of Holders of Notes of record on the relevant record
date to receive interest due on the relevant interest payment date, with the net cash proceeds received by it from one or more Equity Offerings; provided that (i) at least 50% of the sum of the aggregate principal amount of Notes
originally issued under this Indenture and any Additional Notes that are Notes issued under this Indenture after the Issue Date remain outstanding immediately after the occurrence of each such redemption; and (ii) each such redemption occurs
within 180 days of the date of closing of each such Equity Offering. 
 (c) Except pursuant to clause (a) or (b) of
this Section 3.07, the Notes will not be redeemable at the Issuer’s option prior to April 15, 2014. 
 (d) On and
after April 15, 2014, the Issuer may redeem the Notes, in whole or in part, upon notice in accordance with Section 3.03 at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below,
plus accrued and unpaid interest, 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 April 15 of each of the years indicated below: 
  

				
	 Year
	  	Percentage	 
	 2014
	  	104.625	% 
	 2015
	  	102.313	% 
	 2016 and thereafter
	  	100.000	% 

 (e) Any
redemption 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. The Issuer shall not be required to make any 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, any other Indebtedness constituting First Lien Obligations (on a pro rata basis, if
applicable), or, if less than the Offer Amount has been tendered, all Notes and any other 
  

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Indebtedness constituting First Lien Obligations tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made.

 (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and
unpaid interest, up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to
the Asset Sale Offer. 
 (d) Upon the commencement of an Asset Sale Offer, the Issuer shall send, by first-class mail, postage
prepaid, 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 Asset Sale Offer shall be made to
all Holders and holders of any other Indebtedness constituting First Lien Obligations. 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 any Holder electing to have less than
all of the aggregate principal amount of its Notes purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations of $2,000 or whole multiples of $1,000 in excess thereof; 

(vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the
Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer 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 two Business Days before the Purchase Date; 
 (vii) that Holders shall be entitled to
withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount
of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; 
  

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 (viii) that, if the aggregate principal amount of Notes and any other
Indebtedness constituting First Lien Obligations surrendered by the holders thereof exceeds the Offer Amount, the Trustee shall select the Notes and such other Indebtedness constituting First Lien Obligations to be purchased on a pro
rata basis based on the accreted value or principal amount of the Notes or such other Indebtedness constituting First Lien Obligations tendered (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in
denominations of $2,000 or whole multiples of $1,000 in excess thereof are 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 as described in clause (d)(viii) of this Section 3.09, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered and
(2) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof so tendered. 

(f) The Issuer, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount
equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail
or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate of the Issuer 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. Any Note not so accepted 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. 

(g) Prior to 11:00 a.m. (New York City time) on the Purchase Date, the Issuer shall deposit with the Trustee or with the Paying Agent
money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase 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 purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. 
  

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 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, and references therein to “redeem,” “redemption” and similar words shall be deemed to
refer to “purchase,” “repurchase” and similar words, as applicable. 
 ARTICLE IV 

COVENANTS 

SECTION 4.01. Payment of Notes. The Issuer shall pay or cause to be paid the principal of, premium, if any, and interest on the
Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest shall be considered paid on the date due if the Paying Agent, if other than the Issuer, a Guarantor or an Affiliate of the Issuer or a Guarantor,
holds as of 11:00 a.m. 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. 

The Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the
rate equal to the then applicable interest rate on the Notes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any
applicable grace period) at the same rate to the extent lawful. 
 SECTION 4.02. Maintenance of Office or Agency. The
Issuer shall maintain the offices or agencies (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) required under Section 2.03 where Notes may be surrendered for registration of transfer or for
exchange and where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The Issuer shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or
agency. If at any time the Issuer shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate
Trust Office 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 such
offices or agencies as required by Section 2.03 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.

  

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 The Issuer hereby designates the Corporate Trust Office of the Trustee as one such office or
agency of the Issuer in accordance with Section 2.03 hereof. 
 SECTION 4.03. Reports and Other Information.

 (a) Holdings III shall provide (or cause its affiliates to provide) to the Trustee, unless available on the SEC’s
Electronic Data Gathering, Analysis and Retrieval System (or successor system), copies (without exhibits) of the annual reports and information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may from time
to time by rules and regulations prescribe) that Holdings III is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act within 15 days after the same is filed with the SEC. 

(b) If, at any time, Holdings III is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or
otherwise does not 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, Holdings III shall make available to the Trustee and Holders of the
Notes (without exhibits), without cost to any Holder, within 15 days after it would have been (if it were a non-accelerated filer subject to such reporting obligations) required to file such with the SEC: 

(1) annual and quarterly financial statements consistent with the financial statements that would have been included in
reports on Form 10-K or Form 10-Q, as applicable, filed with the SEC if it were subject to the requirements of Section 13 or 15(d) of the Exchange Act, including, with respect to annual information only, a report thereon by its certified
independent public accountants, and, in each case, together with a management’s discussion and analysis of financial condition and results of operations consistent with that required pursuant to Item 303 (or any successor thereto) of
Regulation S-K; and 
 (2) promptly from time to time after the occurrence of an event required to be therein
reported, such other reports containing all the information that would be required to be contained in Section 2, Section 4, Items 5.01 and 5.02 of Section 5 and Section 9 of Form 8-K, or any successor or comparable form,

 in each case, in a manner that complies in all material respects with the requirements specified in such form (assuming Holdings III were a
U.S. person); provided, however, that (x) financial information required by Rule 3-16 (or any successor thereto) of Regulation S-X shall not be required and (y) no certifications or attestations concerning the financial
statements or disclosure controls and procedures or internal controls that would otherwise be required pursuant to the Sarbanes-Oxley Act of 2002 (or any successor thereto) will be required to be included in or accompany any such financial
statements. 
 In addition, to the extent not satisfied by the foregoing, for so long as any Notes are outstanding, Holdings III shall furnish
to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. 

 

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 (c) For so long as Holdings I, Holdings II or any other direct or indirect parent company of
Holdings III is a Guarantor, Holdings III shall be permitted to satisfy its obligations under this Section 4.03 with respect to financial information relating to Holdings III by furnishing financial information relating to Holdings I, Holdings
II or such other parent; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Holdings I, Holdings II or such other parent, on the one hand,
and the information relating to Holdings III and its Restricted Subsidiaries on a standalone basis, on the other hand or, at Holdings III’s option, substantially in the form required by Rule 3-10(d) of Regulation S-X or any successor thereto.

 (d) Notwithstanding anything herein to the contrary, Holdings III will not be deemed to have failed to comply with any of its
obligations under this Section 4.03 for purposes of clause (3) under Section 6.01 until 120 days after the date any report is due under this Section 4.03. 

SECTION 4.04. Compliance Certificate. 

(a) Holdings III shall deliver to the Trustee, within 90 days after the end of each fiscal year ending after the Issue Date, a certificate
from the principal executive officer, principal financial officer or principal accounting officer stating that a review of the activities of Holdings III 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 Holdings III and its Restricted Subsidiaries have kept, observed, performed and fulfilled their obligations under this Indenture, and further stating, as to such Officer signing
such certificate, that to the best of his or her knowledge Holdings III and its Restricted Subsidiaries have kept, observed, performed and fulfilled each and every condition and covenant contained in this Indenture and is not in default in the
performance or observance of any of the terms, provisions, covenants and conditions of this Indenture (or, if a Default shall have occurred, describing all such Defaults of which he or she may have knowledge and what action Holdings III 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 Holdings III or any Subsidiary gives any notice or takes any other action with respect to a claimed Default, Holdings III shall promptly (which shall be no more than five
(5) Business Days after becoming aware of such Default) deliver to the Trustee by registered or certified mail or by facsimile transmission an Officer’s Certificate specifying such event and what action Holdings III proposes to take with
respect thereto. 
  

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 SECTION 4.05. Taxes. 

(a) Holdings III shall pay, and shall cause each of its Restricted Subsidiaries to pay, prior to delinquency, all material taxes,
assessments, and governmental levies except such as are contested in good faith and by appropriate negotiations or proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders of the Notes.

 (b) All payments that any Guarantor that is not organized or existing under the laws of the United States, any state thereof,
the District of Columbia, or any territory thereof (each a “Foreign Payor”) makes under or with respect to the Notes or any Guarantee, will be made free and clear of, and without withholding or deduction for or on account of, any
present or future tax, duty, levy, impost, assessment or other governmental charges (including penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied by or on
behalf of any jurisdiction in which any Foreign Payor is incorporated, organized or otherwise resident for tax purposes or from or through which any of the foregoing makes any payment on the Notes or by any taxing authority therein or political
subdivision thereof (each, as applicable, a “Relevant Taxing Jurisdiction”), unless the applicable Foreign Payor is required to withhold or deduct Taxes by law or by the interpretation or administration of law. If a Foreign Payor is
required to withhold or deduct any amount for, or on account of, Taxes of a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes or any Guarantee, such Foreign Payor will pay such additional amounts
(“Additional Amounts”) as may be necessary to ensure that the net amount received by each Holder of the Notes after such withholding or deduction will be not less than the amount such Holder would have received if such Taxes had not
been required to be withheld or deducted. 
 (c) Notwithstanding the foregoing, no Foreign Payor will be required to pay
Additional Amounts to a Holder of Notes in respect of or on account of: 
 (1) any Taxes that are imposed or
levied by a Relevant Taxing Jurisdiction by reason of such Holder’s present or former connection with such Relevant Taxing Jurisdiction, including such Holder being or having been a citizen, national, or resident, being or having been engaged
in a trade or business, being, or having been, physically present in or having or having had a permanent establishment in a Relevant Taxing Jurisdiction (but not including, in each case, any connection arising from the mere receipt or holding of
Notes or the receipt of payments thereunder or under a Guarantee or the exercise or enforcement of rights under any Notes or this Indenture or a Guarantee); 

(2) any Taxes that are imposed or levied by reason of the failure of such Holder, following the written request of any
Foreign Payor (as the case may be) addressed to such Holder (and made at a time that would enable such Holder acting reasonably to comply with that request) made in accordance with the notice procedures set forth in this Indenture, to comply with
any certification, 
  

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identification, information or other reporting requirements, whether required by statute, treaty, regulation or administrative practice of a Relevant Taxing Jurisdiction, as a precondition to
exemption from, or reduction in the rate of withholding or deduction of, Taxes imposed by the Relevant Taxing Jurisdiction (including a certification that such Holder is not resident in the Relevant Taxing Jurisdiction); 

(3) any estate, inheritance, gift, sales, transfer, personal property or similar Taxes; 

(4) any Tax that is payable otherwise than by withholding or deduction from payments made under or with respect to the
Notes; 
 (5) any Tax that is imposed or levied by reason of the presentation (where presentation is required in
order to receive payment) of the Notes for payment on a date more than 30 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever is later, except to the extent that the
beneficial owner or holder thereof would have been entitled to Additional Amounts had the Notes been presented for payment on any date during such 30 day period; 

(6) any Tax except to the extent it exceeds any Tax that would have been required to be withheld from payments to the
Holder if such payments were made by the Issuer; or 
 (7) any combination of items (1) through
(6) above. 
 (d) Additional Amounts will not be paid with respect to the Notes to a Holder who is a fiduciary, a
partnership, a limited liability company or other than the sole beneficial owner of the payment under or with respect to the Notes, to the extent that payment would be required by the laws of a Relevant Taxing Jurisdiction to be included in the
income, for tax purposes, of a beneficiary or settlor with respect to the fiduciary, a member of that partnership, an interest holder in that limited liability company or a beneficial owner who would not have been entitled to the Additional Amounts
had it been the Holder of the Notes. 
 (e) The relevant Foreign Payor shall (i) make such withholding or deduction as is
required by applicable law and (ii) remit the full amount withheld or deducted to the relevant taxing authority in accordance with applicable law. 

At least 30 calendar days prior to each date on which any payment under or with respect to the Notes is due and payable, if the relevant
Foreign Payor will be obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 30th day prior to the date on which payment under or with respect to the Notes is due and
payable, in which case it will be promptly thereafter), the relevant Foreign Payor will deliver to the Trustee an Officer’s 

 

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Certificate of such Foreign Payor stating that such Additional Amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the Trustee to pay
such Additional Amounts to the applicable Holders on the payment date. 
 The relevant Foreign Payor shall promptly publish a
notice in accordance with the notice provisions set forth in this Indenture stating that such Additional Amounts will be payable and describing the obligation to pay such amounts. 

(f) Upon written request, the relevant Foreign Payor shall furnish to the Trustee or to a Holder of the Notes copies of tax receipts
evidencing the payment of any Taxes by such Foreign Payor in such form as provided in the normal course by the taxing authority imposing such Taxes and as is reasonably available to such Foreign Payor. If, notwithstanding the efforts of such Foreign
Payor to obtain such receipts, the same are not obtainable, such Foreign Payor shall provide the Trustee or the applicable Holder with other evidence reasonably satisfactory to the Trustee or such Holder. 

(g) The Issuer and any Guarantor, as the case may be, will pay any present or future stamp, issue, registration, court, documentation,
excise or property taxes or other similar taxes, charges and duties, including interest and penalties with respect thereto, imposed by or in any Relevant Taxing Jurisdiction in respect of the execution, issue, enforcement or delivery of the Notes or
any other document or instrument referred to thereunder (other than on or in connection with a transfer of the Notes other than the initial resale by the Initial Purchaser). 

(h) Whenever this Indenture or the Notes refers to, in any context, the payment of principal, premium, if any, interest or any other
amount payable under or with respect to any Note or with respect to any Guarantee, such reference includes the payment of Additional Amounts, if applicable. 

SECTION 4.06. Stay, Extension and Usury Laws. The Issuer and each of the Guarantors covenant (to the extent that they may lawfully
do so) that they shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants
or the performance of this Indenture; and the Issuer and each of the Guarantors (to the extent that they may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and covenant that they shall not, by resort to any such
law, hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law has been enacted. 

 

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 SECTION 4.07. Limitation on Restricted Payments. 

(a) Holdings III shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: 

(I) declare or pay any dividend or make any payment or distribution on account of Holdings III’s, or any of
its Restricted Subsidiaries’ Equity Interests, including any dividend or distribution payable in connection with any merger, amalgamation or consolidation other than: 

(A) dividends or distributions by Holdings III payable solely in Equity Interests (other than Disqualified Stock) of
Holdings III; or 
 (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any
dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly-Owned Subsidiary, Holdings III or a Restricted Subsidiary receives at least its pro rata share
of such dividend or distribution in accordance with its Equity Interests in such class or series of securities; 

(II) purchase, redeem, defease or otherwise acquire or retire for value any Equity Interests of Holdings III or any
direct or indirect parent of Holdings III, 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) and (8) of Section 4.09(b) hereof; or 

(B) the purchase, repurchase or other acquisition of Subordinated Indebtedness purchased in anticipation of satisfying a
sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase or acquisition; or 

(IV) make any Restricted Investment 

(all such payments and other actions set forth in clauses (I) through (IV) above being collectively referred to as “Restricted
Payments”), unless, at the time of such Restricted Payment: 
 (1) no Default shall have occurred and be
continuing or would occur as a consequence thereof; 
  

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 (2) immediately after giving effect to such transaction on a pro
forma basis, Holdings III could incur $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Test set forth in Section 4.09(a) hereof; and 

(3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by Holdings III and
its Restricted Subsidiaries after the Measurement Date (including Restricted Payments permitted by clauses (1), (2) (with respect to the payment of dividends on Refunding Capital Stock pursuant to clause (b) thereof only), (6)(c) 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% of the Consolidated Net Income of Holdings III for the period (taken as one accounting period and including
the predecessor) beginning on September 30, 2006, to the end of Holdings III’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% of such deficit; plus 
 (B) 100% of the
aggregate net cash proceeds and the fair market value of marketable securities or other property received by Holdings III since immediately after the Measurement Date (other than net cash proceeds to the extent such net cash proceeds have been
used to incur Indebtedness, 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 Holdings III, 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 members of management, directors or consultants of Holdings III, any direct or indirect parent company of Holdings III and Holdings III’s Subsidiaries after the Measurement 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 

(y) Designated Preferred Stock; 

and (B) to the extent such net cash proceeds are actually contributed to Holdings III, Equity Interests of Holdings III’s
direct or indirect parent companies (excluding contributions of the proceeds from the sale of Designated Preferred Stock of such companies 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 
  

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 (ii) debt securities of Holdings III that have been converted
into or exchanged for such Equity Interests of Holdings III; 
 provided, that this clause (B) shall not include
the proceeds from (W) Refunding Capital Stock, (X) Equity Interests or convertible debt securities of Holdings III 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% of the aggregate amount of cash
and the fair market value of marketable securities or other property contributed to the capital of Holdings III following the Measurement Date (other than net cash proceeds to the extent such net cash proceeds have been used to incur
Indebtedness, Disqualified Stock or Preferred Stock pursuant to clause (12)(a) of Section 4.09(b) hereof) (other than by a Restricted Subsidiary and other than by any Excluded Contributions); plus 

(D) 100% of the aggregate amount received in cash and the fair market value of marketable securities or other property
received by means of: 
 (i) the sale or other disposition (other than to Holdings III or a Restricted
Subsidiary) of Restricted Investments made by Holdings III or its Restricted Subsidiaries and repurchases and redemptions of such Restricted Investments from Holdings III or its Restricted Subsidiaries and repayments of loans or advances, and
releases of guarantees, which constitute Restricted Investments by Holdings III or its Restricted Subsidiaries, in each case after the Measurement Date; or 

(ii) the sale (other than to Holdings III 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 Holdings III or a Restricted Subsidiary pursuant to clause (7) 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 Measurement Date; plus 

(E) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary after the Measurement Date,
the fair market value of the Investment in such Unrestricted Subsidiary (which, if the fair market value of such Investment shall exceed $100.0 million, shall be set 

 

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forth in writing by an Independent Financial Advisor), at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary other than an Unrestricted Subsidiary to the
extent the Investment in such Unrestricted Subsidiary was made by Holdings III or a Restricted Subsidiary pursuant to clause (7) of Section 4.07(b) hereof or to the extent such Investment constituted a Permitted Investment. 

(b) The foregoing provisions of Section 4.07(a) hereof will not prohibit: 

(1) the payment of any dividend within 60 days after the date of declaration thereof, if at the date of declaration such
payment would have complied with the provisions of this Indenture; 
 (2) (a) the redemption, repurchase,
retirement or other acquisition of any Equity Interests (“Treasury Capital Stock”) or Subordinated Indebtedness of Holdings III or any Equity Interests of any direct or indirect parent company of Holdings III, in exchange for, or
out of the proceeds of the substantially concurrent sale (other than to a Restricted Subsidiary) of, Equity Interests of Holdings III or any direct or indirect parent company of Holdings III to the extent contributed to Holdings III (in each case,
other than any Disqualified Stock) (“Refunding Capital Stock”) and (b) 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 Holdings III) 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 or other acquisition or retirement of Subordinated Indebtedness of
Holdings III, the Issuer or a Subsidiary Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness of Holdings III, the Issuer or a Subsidiary Guarantor, as the case may be, which is incurred in
compliance with Section 4.09 hereof so long as: 
 (A) the principal amount of such new Indebtedness does
not exceed the principal amount of (or accreted value, if applicable), plus any accrued and unpaid interest on, the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired for value, plus the amount of any reasonable premium
required to be paid under the terms of the instrument governing the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired and any reasonable fees and expenses incurred in connection with the issuance of such new Indebtedness;

  

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 (B) such new Indebtedness is subordinated to the Notes or the applicable
Guarantee at least to the same extent as such Subordinated Indebtedness so purchased, exchanged, redeemed, repurchased, acquired or retired for value; 

(C) such new Indebtedness has a final scheduled maturity date equal to or later than the final scheduled maturity date of
the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired; and 
 (D) such new
Indebtedness has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired; 

(4) a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Equity
Interests (other than Disqualified Stock) of Holdings III or any of its direct or indirect parent companies held by any future, present or former employee, director or consultant of Holdings III, 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; provided, that the aggregate Restricted Payments made under this clause (4) do not
exceed in any calendar year $40.0 million (which shall increase to $75.0 million subsequent to the consummation of an underwritten public Equity Offering by Holdings III or any direct or indirect parent entity of Holdings III)
(with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum (without giving effect to the following proviso) of $75.0 million in any calendar year (which shall increase to $100.0 million
subsequent to the consummation of an underwritten public Equity Offering by Holdings III or any direct or indirect parent corporation of Holdings III)); provided further that such amount in any calendar year may be increased by an amount
not to exceed: 
 (A) the cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of
Holdings III and, to the extent contributed to Holdings III, Equity Interests of any of Holdings III’s direct or indirect parent companies, in each case to members of management, directors or consultants of Holdings III, any of its Subsidiaries
or any of its direct or indirect parent companies that occurs after the Measurement 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 
 (B) the cash proceeds of key man life insurance
policies received by Holdings III or its Restricted Subsidiaries after the Measurement Date; less 
  

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 (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 Holdings III from members of management of Holdings III, any of Holdings III’s direct or indirect parent companies or any of Holdings III’s Restricted Subsidiaries in connection with a repurchase of
Equity Interests of Holdings III 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 Holdings III 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 Holdings III after the Measurement Date; 
 (B) the
declaration and payment of dividends to a direct or indirect parent company of Holdings III, 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 corporation issued after the Measurement Date, provided that the amount of dividends paid pursuant to this clause (B) shall not exceed the aggregate amount of cash actually contributed to Holdings III 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, in the case of each of (A), (B) and (C) of this clause (6), that 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, Holdings III and its Restricted Subsidiaries on a consolidated basis would have had a Fixed Charge Coverage Ratio of at least 2.00 to 1.00; 

(7) Investments in Unrestricted Subsidiaries having an aggregate fair market value, 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

  

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cash or marketable securities, not to exceed 2.0% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving
effect to subsequent changes in value); 
 (8) repurchases of Equity Interests deemed to occur upon exercise of
stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants; 

(9) the declaration and payment of dividends on Holdings III’s common stock (or the payment of dividends to any
direct or indirect parent entity to fund a payment of dividends on such entity’s common stock), following the first public offering of Holdings III’s common stock or the common stock of any of its direct or indirect parent companies after
the Measurement Date, of up to 6.0% per annum of the net cash proceeds received by or contributed to III in or from any such public offering, other than public offerings with respect to Holdings III’s common stock registered on Form S-4 or
Form S-8 and other than any public sale constituting an Excluded Contribution; 
 (10) Restricted Payments that
are made with Excluded Contributions; 
 (11) other Restricted Payments in an aggregate amount taken together
with all other Restricted Payments made pursuant to this clause (11) not to exceed $450.0 million; 
 (12)
distributions or payments of Securitization Fees; 
 (13) any Restricted Payment made in connection with the
Transaction and the fees and expenses related thereto or owed to Affiliates, in each case 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 described under Section 4.10 and Section 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 or acquired for value; 
 (15) the declaration and payment of dividends by Holdings III to,
or the making of loans to, any direct or indirect parent in amounts required for any direct or indirect parent companies to pay, in each case without duplication, 

(A) franchise and excise taxes and other fees, taxes and expenses required to maintain their corporate existence;

 (B) foreign, federal, state and local income taxes, to the extent such income taxes are attributable to the
income of Holdings III and its Restricted Subsidiaries and, to the extent of the amount actually received 
  

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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 Holdings III and its Restricted Subsidiaries would be required to pay in respect of foreign, federal, state and local taxes for such fiscal year were Holdings III, its Restricted
Subsidiaries and its Unrestricted Subsidiaries (to the extent described above) to pay such taxes separately from any such parent entity; 

(C) customary salary, bonus and other benefits payable to officers and employees of any direct or indirect parent company
of Holdings III to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of Holdings III and its Restricted Subsidiaries; 

(D) general corporate operating and overhead costs and expenses of any direct or indirect parent company of Holdings III
to the extent such costs and expenses are attributable to the ownership or operation of Holdings III and its Restricted Subsidiaries; and 

(E) fees and expenses other than to Affiliates of Holdings III related to any unsuccessful equity or debt offering of such
parent entity; and 
 (16) the distribution, by dividend or otherwise, of shares of Capital Stock of, or
Indebtedness owed to Holdings III or a Restricted Subsidiary by, Unrestricted Subsidiaries (other than Unrestricted Subsidiaries, the primary assets of which are cash and/or Cash Equivalents); 

provided, that at the time of, and after giving effect to, any Restricted Payment permitted under clauses (11) and
(16) of this Section 4.07(b), no Default shall have occurred and be continuing or would occur as a consequence thereof. 

(c) As of the Issue Date, all of Holdings III’s Subsidiaries, including Holdings IV, Holdings V and the Issuer, will be
Restricted Subsidiaries. Holdings III shall not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the last sentence of the definition of “Unrestricted Subsidiary.” For purposes of designating any
Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by Holdings III and its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be deemed to be Restricted Payments in an amount
determined as set forth in the last sentence of the definition of “Investments.” Such designation will be permitted only if a Restricted Payment in such amount would be permitted at such time, whether pursuant to Section 4.07(a)
hereof or under clause (7), (10) or (11) of Section 4.07(b) hereof, or pursuant to the definition of “Permitted Investments,” and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Unrestricted
Subsidiaries will not be subject to any of the restrictive covenants set forth in this Indenture. 
  

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 SECTION 4.08. Dividend and Other Payment Restrictions Affecting Restricted
Subsidiaries. 
 (a) Holdings III shall not, and shall not permit any of its Restricted Subsidiaries that are not Guarantors
to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: 

(1) (A) pay dividends or make any other distributions to Holdings III 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 Holdings III or any of its Restricted Subsidiaries; 
 (2) make loans or advances to
Holdings III or any of its Restricted Subsidiaries; or 
 (3) sell, lease or transfer any of its properties or
assets to Holdings III or any of its Restricted Subsidiaries. 
 (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 Issue Date, including pursuant to the Senior Credit Facilities and the related documentation, Hedging Obligations, the indenture governing the Existing Secured Notes and the related documentation, the indenture
governing the Existing Senior Notes and the related documentation, the indenture governing the Existing Senior Subordinated Notes and the related documentation and the indentures governing the Existing Notes and the related documentation;

 (2) this Indenture and the Notes; 

(3) purchase money obligations for property acquired in the ordinary course of business 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
Holdings III or any of its Restricted Subsidiaries in existence at the time of such acquisition or at the time it merges or amalgamates with or into Holdings III or any of its Restricted Subsidiaries or assumed in connection with the acquisition of
assets from such Person (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 and its Subsidiaries, or the
property or assets of the Person and its Subsidiaries, so acquired or the property or assets so assumed; 
  

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 (6) contracts for the sale of assets, including customary restrictions with
respect to a Subsidiary of Holdings III 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; 

(7) Secured Indebtedness otherwise permitted to be incurred pursuant to Section 4.09 hereof and Section 4.12
hereof that limit the right of the debtor to dispose of the assets securing such Indebtedness; 
 (8)
restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; 

(9) other Indebtedness, Disqualified Stock or Preferred Stock of Foreign Subsidiaries permitted to be incurred subsequent
to the Issue Date pursuant to the provisions of Section 4.09 hereof; 
 (10) customary provisions in joint
venture agreements and other similar agreements relating solely to such joint venture; 
 (11) customary
provisions contained in leases, licenses or similar agreements, including with respect to intellectual property and other agreements, in each case, entered into in the ordinary course of business; 

(12) any encumbrances or restrictions 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
(11) 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 Holdings III, no more
restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; and 

(13) restrictions created in connection with any Qualified Securitization Facility that, in the good faith determination
of Holdings III, are necessary or advisable to effect such Qualified Securitization Facility. 
 SECTION 4.09. Limitation on
Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. 
 (a) Holdings III 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, contingently or otherwise (collectively, “incur” and

  

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collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and Holdings III will not issue any shares of Disqualified Stock and will not
permit any Restricted Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, that Holdings III may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and, subject to
Section 4.09(c) hereof, 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
Holdings III 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 (the “Fixed Charge Coverage Test”), determined on a pro forma basis (including a pro forma application of the net proceeds
therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period.

 (b) The provisions of Section 4.09(a) hereof shall not apply to: 

(1) the incurrence of Indebtedness under Credit Facilities by Holdings III, the Issuer or any other 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), up to an aggregate principal
amount, when taken together with the aggregate principal amount (or, if issued with original issue discount, the accreted value) of Existing Secured Notes and Notes then outstanding, of $5,250.0 million outstanding at any one time; 

(2) the incurrence by the Issuer and any Guarantor of Indebtedness represented by the Notes (not including any Additional
Notes), including any Guarantee of the Notes; 
 (3) Indebtedness of Holdings III and its Subsidiaries in
existence on the Issue Date (other than Indebtedness described in clauses (1) and (2) of this Section 4.09(b)); 

(4) Indebtedness (including Capitalized Lease Obligations), Disqualified Stock and Preferred Stock incurred by Holdings
III 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 4.0% of Total Assets at any time outstanding; so long as such Indebtedness exists at the date of such purchase, lease or improvement or is created within 270 days thereafter; 

 

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 (5) Indebtedness incurred by Holdings III 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, or other Indebtedness with respect to
reimbursement type obligations regarding workers’ compensation claims; 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 Holdings III 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 

(A) such Indebtedness is not reflected on the balance sheet of Holdings III 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)(a)); and 

(B) the maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds
including non-cash proceeds (the fair market value of such non-cash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually received by Holdings III and its Restricted Subsidiaries in
connection with such disposition; 
 (7) Indebtedness of Holdings III to a Restricted Subsidiary; provided
that any such Indebtedness owing to a Restricted Subsidiary that is not a Guarantor (other than the Issuer) 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 Holdings III or another Restricted Subsidiary) shall be deemed, in each
case, to be an incurrence of such Indebtedness; 
 (8) Indebtedness of a Restricted Subsidiary to Holdings III or
another Restricted Subsidiary; provided that if a Guarantor incurs such Indebtedness to a Restricted Subsidiary that is not a Guarantor (other than the Issuer), such Indebtedness is expressly subordinated in right of payment to the Guarantee
of the Notes of such Guarantor; provided further that any subsequent transfer of any such Indebtedness (except to Holdings III or another Restricted Subsidiary) shall be deemed, in each case, to be an incurrence of such Indebtedness;

  

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 (9) shares of Preferred Stock of a Restricted Subsidiary issued to Holdings
III 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 Holdings III or another of its Restricted Subsidiaries) shall be deemed in each case to be an issuance of such shares of Preferred Stock; 

(10) Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes) for the purpose of limiting
interest rate risk with respect to any Indebtedness permitted to be incurred pursuant to this Section 4.09, exchange rate risk or commodity pricing risk; 

(11) obligations in respect of performance, bid, appeal and surety bonds and completion guarantees provided by Holdings
III or any of its Restricted Subsidiaries in the ordinary course of business; 
 (12) (a) Indebtedness or
Disqualified Stock of Holdings III and Indebtedness, Disqualified Stock or Preferred Stock of Holdings III or any Restricted Subsidiary equal to 200.0% of the net cash proceeds received by Holdings III since immediately after the Measurement Date
from the issue or sale of Equity Interests of Holdings III or cash contributed to the capital of Holdings III (in each case, other than proceeds of Disqualified Stock or sales of Equity Interests to Holdings III 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
Holdings III and Indebtedness, Disqualified Stock or Preferred Stock of Holdings III or, subject to Section 4.09(c) hereof, any Restricted Subsidiary not otherwise permitted hereunder in an aggregate principal amount or liquidation preference,
which when aggregated with the principal amount and liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and incurred pursuant to this clause (12)(b), does not at any one time outstanding
exceed $900.0 million (it being understood that any Indebtedness, Disqualified Stock or Preferred Stock incurred pursuant to this clause (12)(b) shall cease to be deemed incurred or outstanding for purposes of this clause (12)(b)
but shall be deemed incurred for the purposes of Section 4.09(a) hereof from and after the first date on which Holdings III or such Restricted Subsidiary could have incurred such Indebtedness, Disqualified Stock or Preferred Stock under
Section 4.09(a) hereof without reliance on this clause (12)(b)); 
  

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 (13) the incurrence by Holdings III or any Restricted Subsidiary, of
Indebtedness, Disqualified Stock or Preferred Stock which serves to refund or refinance any Indebtedness, Disqualified Stock or Preferred Stock incurred 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 clause (14) of this Section 4.09(b) or any Indebtedness, Disqualified Stock or Preferred Stock issued to so refund or refinance such Indebtedness, Disqualified Stock or
Preferred Stock including additional Indebtedness, Disqualified Stock or Preferred Stock incurred to pay premiums (including reasonable tender premiums), defeasance costs and fees in connection therewith (the “Refinancing
Indebtedness”) prior to its respective maturity; provided, that such Refinancing Indebtedness: 

(A) has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred which is not less than
the remaining Weighted Average Life to Maturity of, the Indebtedness, Disqualified Stock or Preferred Stock being refunded or refinanced, 

(B) to the extent such Refinancing Indebtedness refinances (i) Indebtedness subordinated or pari passu to the
Notes or any Guarantee thereof, such Refinancing Indebtedness is subordinated or pari passu to the Notes or the Guarantee at least to the same extent as the Indebtedness being refinanced or refunded or (ii) Disqualified Stock or
Preferred Stock, such Refinancing Indebtedness must be Disqualified Stock or Preferred Stock, respectively, and 

(C) shall not include: 

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

(ii) Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary of Holdings III that is not a Guarantor
(other than the Issuer) that refinances Indebtedness, Disqualified Stock or Preferred Stock of a Guarantor or the Issuer; or 

(iii) Indebtedness, Disqualified Stock or Preferred Stock of Holdings III or a Restricted Subsidiary that refinances
Indebtedness, Disqualified Stock or Preferred Stock of an Unrestricted Subsidiary; 
 (14) Indebtedness,
Disqualified Stock or Preferred Stock of (x) Holdings III or, subject to Section 4.09(c) hereof, a Restricted Subsidiary incurred to finance an acquisition or (y) Persons that are acquired by Holdings III or any Restricted Subsidiary
or merged or amalgamated into Holdings III or a Restricted Subsidiary in accordance with the terms of this Indenture; provided that after giving effect to such acquisition, merger or amalgamation either 

 

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 (A) Holdings III would be permitted to incur at least $1.00 of
additional Indebtedness pursuant to the Fixed Charge Coverage Test set forth in Section 4.09(a) hereof, or 

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

(16) Indebtedness of Holdings III or any of its Restricted Subsidiaries supported by a letter of credit issued pursuant to
the Credit Facilities, in a principal amount not in excess of the stated amount of such letter of credit; 
 (17)
(A) any guarantee by Holdings III 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; 
 (18) Indebtedness
consisting of Indebtedness issued by Holdings III or any of its Restricted Subsidiaries to current or former officers, directors and employees thereof, their respective estates, spouses or former spouses, in each case to finance the purchase or
redemption of Equity Interests of Holdings III or any direct or indirect parent company of Holdings III 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 owed on a short-term basis of no longer than 30 days to
banks and other financial institutions incurred in the ordinary course of business of Holdings III and its Restricted Subsidiaries with such banks or financial institutions that arises in connection with ordinary banking arrangements to manage cash
balances of Holdings III and its Restricted Subsidiaries; 
  

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 (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 on arm’s length commercial terms on a
recourse basis; and 
 (22) Indebtedness of Holdings III or any of its Restricted Subsidiaries consisting of
(i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements in each case, incurred in the ordinary course of business. 

(c) Restricted Subsidiaries of Holdings III that are not Guarantors (other than the Issuer) may not incur Indebtedness or Disqualified
Stock or Preferred Stock under Section 4.09(a) hereof or clause 12(b) or 14(x) of Section 4.09(b) hereof if, after giving pro forma effect to such incurrence or issuance (including a pro forma application of the
net proceeds therefrom), the aggregate amount of Indebtedness and Disqualified Stock and Preferred Stock of Restricted Subsidiaries that are not Guarantors (other than the Issuer) incurred or issued pursuant to Section 4.09(a) hereof and
clauses 12(b) and 14(x) of Section 4.09(b) hereof, collectively, would exceed $1,250.0 million. 
 (d) 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 (22) of
Section 4.09(b) hereof or is entitled to be incurred pursuant to Section 4.09(a) hereof, Holdings III, in its sole discretion, will classify or reclassify such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion
thereof) and will only be required to include the amount and type of such Indebtedness, Disqualified Stock or Preferred Stock in one of the above clauses or under Section 4.09(a) hereof; provided that all Indebtedness outstanding under
the Senior Credit Facilities on the Issue Date will be treated as incurred on the Issue Date under clause (1) of Section 4.09(b) hereof; and 

(2) at the time of incurrence, Holdings III will be entitled to divide and classify an item of Indebtedness in more than
one of the types of Indebtedness described in Section 4.09(a) and Section 4.09(b) hereof. 
 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 will
not be deemed to be an incurrence of Indebtedness, Disqualified Stock or Preferred Stock for purposes of this Section 4.09. 
  

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 For purposes of determining compliance with any U.S. dollar-denominated restriction on the
incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the
case of term debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable
U.S. dollar denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the
principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced. 

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. 

Notwithstanding anything to the contrary, Holdings III shall not, and shall not permit any Guarantor or the Issuer to, directly or
indirectly, incur any Indebtedness (including Acquired Indebtedness) that is subordinated or junior in right of payment to any Indebtedness of Holdings III, such Guarantor or the Issuer, as the case may be, unless such Indebtedness is expressly
subordinated in right of payment to the Notes or Holdings III’s or such Guarantor’s Guarantee to the extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of Holdings III, such Guarantor or the Issuer, as
the case may be. For the 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) Holdings III shall not, and shall not permit any of its Restricted Subsidiaries to, cause, make or
suffer to exist an Asset Sale, unless: 
 (1) Holdings III 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% of the
consideration therefor received by Holdings III or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of: 

(A) any liabilities (as shown on Holdings III’s or such Restricted Subsidiary’s most recent balance sheet
or in the footnotes thereto) of Holdings III 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 Holdings III and all of its
Restricted Subsidiaries have been validly released by all creditors in writing, 
 (B) any securities received by
Holdings III or such Restricted Subsidiary from such transferee that are converted by Holdings III or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of such Asset Sale, and 

(C) any Designated Non-cash Consideration received by Holdings III 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 2.5% 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 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, Holdings III or such Restricted Subsidiary, at its option,
may apply the Net Proceeds from such Asset Sale, 
 (1) to permanently reduce: 

(A) First Lien Obligations (including Obligations under the Senior Credit Facilities and the Existing Secured Notes), and
to correspondingly reduce commitments with respect thereto; 
 (B) Obligations under Senior Indebtedness that is
secured by a Lien, which Lien is permitted by this Indenture, and to correspondingly reduce commitments with respect thereto; or 

(C) Indebtedness of a Restricted Subsidiary that is not a Guarantor, other than Indebtedness owed to Holdings III or
another Restricted Subsidiary; 
  

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 (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 Holdings III or another of its Restricted Subsidiaries, as the case may be, owning an amount of the Capital Stock of such business
such that it constitutes a Restricted Subsidiary, (b) capital expenditures or (c) acquisitions of other assets, in each of (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 Holdings III 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) acquisitions of other assets that, in 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 shall be treated as a permitted application of the Net
Proceeds from the date of such commitment so long as Holdings III 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, Holdings III or such Restricted
Subsidiary enters into another Acceptable Commitment (a “Second Commitment”) within 180 days of such cancellation or termination; provided further that if any Second Commitment is later cancelled or terminated for
any reason before such Net Proceeds are applied, then such Net Proceeds shall constitute Excess Proceeds. 
 (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 will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess
Proceeds exceeds $100.0 million, the Issuer shall make an offer to all Holders of the Notes and, if required by the terms of any other Indebtedness constituting First Lien Obligations, to the holders of such other First Lien Obligations (an
“Asset Sale Offer”), to purchase the maximum aggregate principal amount of the Notes and such other First Lien Obligations that is at least $2,000 or an integral multiple of $1,000 thereafter that may be purchased out of the Excess
Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof (or 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 will commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceed $100.0 million by mailing the notice required pursuant to the terms of
this Indenture, with a copy to the Trustee. The Issuer 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 with respect to Excess Proceeds of $100.0 million or less. 
  

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 To the extent that the aggregate amount of Notes and such other First Lien Obligations
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 other covenants contained in this Indenture. If the aggregate principal amount of
Notes or the other First Lien Obligations surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other First Lien Obligations to be purchased on a pro rata basis based on
the accreted value or principal amount of the Notes or such other First Lien Obligations 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. 

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

(e) The Issuer will 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 will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in this Indenture by virtue thereof. 

SECTION 4.11. Transactions with Affiliates. (a) Holdings III will not, and will 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 Holdings III (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $25.0 million, unless:

 (1) such Affiliate Transaction is on terms that are not materially less favorable to Holdings III or its
relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by Holdings III 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 $60.0 million, a resolution adopted by the majority of the board of directors of the Issuer approving such Affiliate Transaction and set forth in an Officer’s
Certificate certifying that such Affiliate Transaction complies with clause (1) of this Section 4.11(a). 
  

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

(1) transactions between or among Holdings III or any of its Restricted Subsidiaries; 

(2) Restricted Payments permitted by Section 4.07 hereof and the definition of “Permitted Investments”;

 (3) the payment of management, consulting, monitoring, advisory and other fees and related expenses pursuant
to the Management Fee Agreement and the termination fees pursuant to the Management Fee Agreement, or any amendment thereto so long as any such amendment is not more disadvantageous in the good faith judgment of Holdings III to the Holders when
taken as a whole, as compared to the Management Fee Agreement as in effect on the Measurement Date; 
 (4) the
payment of reasonable and customary fees paid to, and indemnities provided for the benefit of, current or former officers, directors, employees or consultants of Holdings III, any of its direct or indirect parent companies or any of its
Restricted Subsidiaries; 
 (5) transactions in which Holdings III 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 Holdings III or such Restricted Subsidiary from a financial point of view or stating that the terms are not
materially less favorable to Holdings III or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by Holdings III or such Restricted Subsidiary with an unrelated Person on an
arm’s-length basis; 
 (6) any agreement as in effect as of the Measurement Date, or any amendment thereto
(so long as any such amendment is not disadvantageous to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Measurement Date); 

(7) the existence of, or the performance by Holdings III 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 Measurement Date and any similar agreements which it may enter into thereafter;
provided, that the existence of, or the performance by Holdings III 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
Measurement 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 to the Holders when taken as a whole; 

 

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 (8) the Transaction and the payment of all fees and expenses related to the
Transaction; 
 (9) transactions with customers, clients, suppliers, or purchasers or sellers of goods or
services that are Affiliates, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture which are fair to Holdings III and its Restricted Subsidiaries, in the reasonable determination of the
board of directors of Holdings III or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; 

(10) the issuance of Equity Interests (other than Disqualified Stock) of Holdings III to any Permitted Holder or to
any director, officer, employee or consultant of Holdings III, 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 in connection
with any Qualified Securitization Facility; 
 (12) payments by Holdings III 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 Holdings III in good faith; 
 (13)
payments or loans (or cancellation of loans) to employees or consultants of Holdings III, any of its direct or indirect parent companies or any of its Restricted Subsidiaries and employment agreements, stock option plans and other similar
arrangements with such employees or consultants which, in each case, are approved by a majority of the board of directors of Holdings III in good faith; 

(14) investments by any of the Investors in securities of Holdings III or any of its Restricted Subsidiaries (and
payment of reasonable out-of-pocket expenses incurred by such investors in connection therewith) so long as (i) the investment is being offered generally to other investors on the same or more favorable terms and (ii) the investment
constitutes less than 5% of the proposed or outstanding issue amount of such class of securities; and 
 (15) any
transactions with respect to the Issuer’s jointly funded alliance with respect to the 300 millimeter wafer fabrication in Crolles, France, as in effect on the Measurement Date, and any amendment, modification or restructuring thereof, or
any successor or replacement alliance or arrangement with respect thereto, or any additional alliance or arrangement with respect to 300 millimeter or larger wafer fabrication (in each case whether or not located in Crolles, France) which
successor or replacement alliance or arrangement is otherwise permitted under this Indenture. 
  

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 SECTION 4.12. Liens. Holdings III shall not, and shall not permit the Issuer,
Holdings IV, Holdings V or any Subsidiary Guarantor to, directly or indirectly, create, incur, assume or suffer to exist any Lien that secures obligations under any Indebtedness or any related guarantee (the “Initial Lien”), on
any asset or property of Holdings III, the Issuer, Holdings IV, Holdings V or any Subsidiary Guarantor, or any income or profits therefrom, or assign or convey any right to receive income therefrom, except: 

(1) in the case of any Initial Lien on any Collateral, such Initial Lien if such Initial Lien is a Permitted Lien; and

 (2) in the case of any Initial Lien on any asset or property not constituting or required to become
Collateral, such Initial Lien if (a) the Notes and Guarantees are equally and ratably secured with (or on a senior basis to, in the case such Initial Lien secures any Subordinated Indebtedness) the Obligations secured by such Initial Lien, or
(b) such Initial Lien is a Permitted Lien. 
 Any Lien created for the benefit of the Holders pursuant to clause (2) of this
Section 4.12 shall provide by its terms that such Lien shall be automatically and unconditionally released and discharged upon the release and discharge of the Initial Lien which release and discharge in the case of any sale of any such asset
or property shall not affect any Lien that the Trustee, the Collateral Agent or any other Authorized Representative (as defined in the Intercreditor Agreement) may have on the proceeds from such sale. 

If the Issuer or any Guarantor creates any additional Lien upon any property or assets to secure any First Lien Obligations, it must concurrently grant a
First Lien upon such property or assets as security for the Notes or the applicable Guarantee of the Notes such that the property or assets subject to such Lien becomes Collateral subject to the First Lien, except to the extent such property
constitutes cash or cash equivalents required to secure only letter of credit obligations under the Senior Credit Facilities. 

SECTION 4.13. Company Existence. Subject to Article 5 hereof, Holdings III shall do or cause to be done all things necessary to
preserve and keep in full force and effect (i) its company existence, and the corporate, partnership or other existence of each of its Restricted Subsidiaries, in accordance with the respective organizational documents (as the same may be
amended from time to time) of Holdings III or any such Restricted Subsidiary and (ii) the rights (charter and statutory), licenses and franchises of Holdings III and its Restricted Subsidiaries; provided that Holdings III shall not be
required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Restricted Subsidiaries (other than the Issuer), if Holdings III in good faith shall determine that the preservation thereof is
no longer desirable in the conduct of the business of Holdings III and its Restricted Subsidiaries, taken as a whole. 
  

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 SECTION 4.14. Offer to Repurchase Upon Change of Control. 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 described under Section 3.07 hereof, the Issuer shall make an offer to purchase all of the Notes pursuant to the
offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, 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 Note Register or otherwise in accordance with Applicable Procedures, with a copy to the Trustee, with the
following information: 
 (1) that a Change of Control Offer is being made pursuant to this Section 4.14 and
that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer; 

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

(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender
such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third
Business Day preceding the Change of Control Payment Date; 
 (6) that Holders will be entitled to withdraw their
tendered Notes and their election to require the Issuer to purchase such Notes, provided that the paying agent receives, not later than the close of business on the expiration date of the Change of Control Offer, a telegram, facsimile
transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;

 (7) that 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 
  

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in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to at least $2,000 or an integral multiple of $1,000 thereafter;

 (8) if such notice is mailed prior to the occurrence of a Change of Control, stating that the Change of
Control Offer is conditional on the occurrence of such Change of Control; and 
 (9) the other instructions, as
determined by the Issuer, consistent with this Section 4.14 described hereunder, 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 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 Indenture, the Issuer shall comply with the applicable securities laws and regulations and
shall not be deemed to have breached its obligations under this Indenture by virtue thereof. 
 (b) On the Change of Control
Payment Date, the Issuer shall, to the extent permitted by law, 
 (1) accept for payment all Notes issued by it
or portions thereof properly tendered pursuant to the Change of Control Offer, 
 (2) deposit with the Paying
Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered, and 

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

(c) The Issuer shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of
Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such
Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of
Control at the time of making of the Change of Control Offer. 
  

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 (d) Other than as specifically provided in this Section 4.14, any purchase pursuant to
this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,”
“repurchase” and similar words, as applicable. 
 SECTION 4.15. Limitation on Guarantees of Indebtedness by
Restricted Subsidiaries. Holdings III shall not permit any of its Restricted Subsidiaries, other than a Guarantor or the Issuer, to guarantee the payment of any First Lien Obligations, including any Indebtedness (or any interest on such
Indebtedness) under the Senior Credit Facilities and the Existing Secured Notes 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; 

(2) such Restricted Subsidiary waives 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 any Guarantor or any other Restricted Subsidiary as a result of any payment by such Person under its Guarantee or otherwise; and 

(3) such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that: 

(A) such Guarantee has been duly executed and authorized; and 

(B) such Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar
as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity.

  

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 SECTION 4.16. Suspension of Covenants. 

(a) During any period of time 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”) then, Section 4.07 hereof, Section 4.08 hereof, Section 4.09 hereof, Section 4.10 hereof, Section 4.11 hereof, clause (4) of Section 5.01(a) hereof and
clause (4) of Section 5.01(c) hereof shall not be applicable to the Notes (collectively, the “Suspended Covenants”). 

(b) During any period that the foregoing covenants have been suspended, Holdings III may not designate any of its Subsidiaries as
Unrestricted Subsidiaries pursuant to the second sentence of the definition of “Unrestricted Subsidiary.” 
 (c) In
the event that Holdings III 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 Holdings III and its Restricted Subsidiaries will 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 in this Section 4.16 as the “Suspension Period.” Additionally, upon the
occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds shall be reset to zero. 
 (d) During
any Suspension Period, Holdings III will not, and will not permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction; provided, that Holdings III or any Restricted Subsidiary may enter into a Sale and Lease-Back
Transaction if (i) Holdings III or such Restricted Subsidiary could have incurred a Lien to secure the Indebtedness attributable to such Sale and Lease-Back Transaction pursuant to Section 4.12 hereof without equally and ratably securing
the Notes pursuant to the covenant described under such section; and (ii) the consideration received by Holdings III or such Restricted Subsidiary in that Sale and Lease-Back Transaction is at least equal to the fair market value of the
property sold and otherwise complies with Section 4.10 hereof; provided, further, that the foregoing provisions shall cease to apply on and subsequent to the Reversion Date following such Suspension Period. 

(e) Notwithstanding the foregoing, in the event of any such reinstatement, no action taken or omitted to be taken by Holdings III or any
of its Restricted Subsidiaries prior to such reinstatement will give rise to a Default or Event of Default under this Indenture; provided that (1) with respect to Restricted Payments made after such reinstatement, the amount of
Restricted Payments made will be calculated as though Section 4.07 had been in effect prior to, but not during, the Suspension Period; and (2) all Indebtedness incurred, or Disqualified Stock issued, during the Suspension Period will be
classified to have been incurred or issued pursuant to Section 4.09(b)(3). In addition, for 
  

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purposes of clause (3) of Section 4.07(a) hereof, all events set forth in such clause (3) occurring during a Suspension Period shall be disregarded for purposes of determining the
amount of Restricted Payments Holdings III or any Restricted Subsidiary is permitted to make pursuant to such clause (3). 
 (f)
The Issuer shall deliver promptly to the Trustee an Officer’s Certificate of the Issuer notifying it of any event set forth under this Section 4.16. 

ARTICLE V 

SUCCESSORS 

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

(a) The Issuer may not consolidate or merge with or into or wind up into (whether or not the Issuer is the surviving corporation), or
sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless: 

(1) the Issuer is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if
other than the Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made, is a Person organized or existing under the laws of the jurisdiction of organization of the Issuer or the laws of the
United States, any state thereof, the District of Columbia, or any territory thereof (such Person, as the case may be, being herein called the “Successor Company”); provided that 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 and the performance of the covenants and obligations of the Issuer under the Collateral Documents
relating to the Notes and shall cause such amendments, supplements, or other instruments to be executed, filed and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by or
transferred to the Successor Company, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar
document under the UCC or other similar statute or regulation of the relevant states or jurisdictions; 
 (3)
immediately after such transaction, no Default exists; 
  

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 (4) immediately after giving pro forma effect to such
transaction and any related financing transactions, as if such transactions had occurred at the beginning of the applicable four-quarter period, 

(A) the Successor Company or the Issuer would be permitted to incur at least $1.00 of additional Indebtedness pursuant to
the Fixed Charge Coverage Test set forth in Section 4.09(a) hereof, or 
 (B) the Fixed Charge Coverage
Ratio for Holdings III and the Restricted Subsidiaries would be equal to or greater than the Fixed Charge Coverage Ratio for Holdings III and its Restricted Subsidiaries immediately prior to such transaction; 

(5) each Guarantor, unless it is the other party to the transactions described above, in which case
Section 5.01(e)(1)(B) hereof shall apply, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under this Indenture and the Notes; 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 will succeed to, and be substituted for the Issuer under this Indenture, the Guarantees and the Notes, as applicable. Notwithstanding clauses (3) and (4) of Section 5.01(a) hereof, 

(1) any Restricted Subsidiary may consolidate with or merge into or transfer all or part of its properties and assets to
the Issuer, and 
 (2) the Issuer may merge with an Affiliate of the Issuer solely for the purpose of
reincorporating the Issuer in a State of the United States so long as the amount of Indebtedness of Holdings III and its Restricted Subsidiaries is not increased thereby. 

(c) Holdings III may not consolidate, amalgamate or merge with or into or wind up into (whether or not Holdings III 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) Holdings III is the surviving corporation or the Person formed by or surviving any such consolidation, amalgamation or
merger (if other than Holdings III) 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 Holdings III or the
laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Person, as the case may be, being herein called the “Successor Guarantor”); 

 

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 (2) the Successor Guarantor, if other than Holdings III, expressly assumes
all the obligations of Holdings III under the Notes pursuant to supplemental indentures or other documents or instruments and the performance of the covenants and obligations of Holdings III under the Collateral Documents relating to the Notes and
shall cause such amendments, supplements, or other instruments to be executed, filed and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by or transferred to the Successor
Guarantor, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the UCC or
other similar statute or regulation of the relevant states or jurisdictions; 
 (3) immediately after such
transaction, no Default exists; 
 (4) immediately after giving pro forma effect to such
transaction and any related financing transactions, as if such transactions had occurred at the beginning of the applicable four-quarter period, 

(A) the Successor Guarantor or Holdings III would be permitted to incur at least $1.00 of additional Indebtedness pursuant
to the Fixed Charge Coverage Test set forth in Section 4.09(a) hereof, or 
 (B) the Fixed Charge Coverage
Ratio for the Successor Guarantor or Holdings III, as applicable, and the Restricted Subsidiaries would be equal to or greater than the Fixed Charge Coverage Ratio for Holdings III and its Restricted Subsidiaries immediately prior to such
transaction; and 
 (5) Holdings III shall have delivered to the Trustee an Officer’s Certificate and an
Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indentures, if any, comply with this Indenture. 

(d) The Successor Guarantor, if other than Holdings III, will succeed to, and be substituted for Holdings III under this Indenture, the
Guarantees and the Notes, as applicable. Notwithstanding the clauses (3) and (4) of Section 5.01(c) hereof, 

(1) any Restricted Subsidiary may consolidate or amalgamate with or merge into or transfer all or part of its properties
and assets to Holdings III, and 
 (2) Holdings III may amalgamate or merge with its Affiliate solely for the
purpose of reincorporating Holdings III in another jurisdiction (regardless of clause (1) of paragraph (c) above) so long as the amount of Indebtedness of Holdings III and its Restricted Subsidiaries is not increased thereby and
so long as the surviving entity (if not Holdings III) assumes all of Holdings III’s obligations under this Indenture, the Notes and its Guarantee in connection with such reincorporation. 

 

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 (e) Subject to Section 10.06 hereof, no Guarantor (other than Holdings I,
Holdings II and Holdings III, subject to Section 5.01(c) above) will, and Holdings III will not permit any such Guarantor (other than Holdings I and Holdings II) to, consolidate, amalgamate or merge with or into or wind up into
(whether or not Holdings III, 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 corporation or the Person formed by or
surviving any such consolidation, amalgamation 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 Person 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 and the performance of the covenants and obligations of such Guarantor under the Collateral Documents
relating to the Notes and shall cause such amendments, supplements, or other instruments to be executed, filed and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by or
transferred to the Successor Person, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar
document under the UCC or other similar statute or regulation of the relevant states or jurisdictions; 
 (C)
immediately after such transaction, no Default exists; and 
 (D) the Issuer shall have delivered to the Trustee
an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with this Indenture; or 

(2) the transaction is made in compliance with Section 4.10 hereof. 

(f) Subject to Section 10.06 hereof, the Successor Person will succeed to, and be substituted for, such Guarantor under this
Indenture and such Guarantor’s Guarantee. Notwithstanding the foregoing, any Guarantor (other than Holdings III, subject to Section 5.01(d) above) may merge or amalgamate into or transfer all or part of

  

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its properties and assets to Holdings III, the Issuer or any Guarantor and any such Guarantor may merge or amalgamate with a Subsidiary of Holdings III solely for the purpose of reincorporating
such Guarantor in another jurisdiction (regardless of clause (1) of paragraph (e) above) so long as the amount of Indebtedness of Holdings III and its Restricted Subsidiaries is not increased thereby and so long as the surviving entity (if
not the Guarantor) assumes all of the Guarantor’s obligations under its Guarantee in connection with such reincorporation. 

(g) Holdings III shall, directly or indirectly, at all times own 100% of the Equity Interests of the Issuer (other than Equity Interests
held by employees of the Issuer or any Restricted Subsidiary as of the Measurement Date and Equity Interests issued in exchange therefor); provided, however, that not more than 1% of the outstanding Equity Interests of Holdings V
may be held by Freescale Holdings L.P. 
 SECTION 5.02. Successor Corporation Substituted. Upon any consolidation,
amalgamation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer or a Guarantor in accordance with Section 5.01 hereof, the successor corporation formed by
such consolidation or into or with which the Issuer or such Guarantor, as applicable, is merged, amalgamated 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, amalgamation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to the Issuer or such Guarantor, as applicable, shall refer instead to the successor
corporation and not to the Issuer or such Guarantor, as applicable), and may exercise every right and power of the Issuer or such Guarantor, as applicable, under this Indenture with the same effect as if such successor Person had been named as the
Issuer or a Guarantor, as applicable, herein; provided that the predecessor Issuer shall not be relieved from the obligation to pay the principal of and interest on the Notes except in the case of a sale, assignment, transfer, conveyance or
other disposition of all of the Issuer’s assets that meets the requirements of Section 5.01 hereof. 
 ARTICLE VI

 DEFAULTS AND REMEDIES 

SECTION 6.01. Events of Default. 

An “Event of Default” wherever used herein, means any one of the following events (whatever the reason for such Event of
Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): 

(1) default in payment when due and payable, upon redemption, acceleration or otherwise, of principal of, or premium, if
any, on the Notes; 
  

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 (2) default for 30 days or more in the payment when due of interest on or
with respect to the Notes; 
 (3) failure by Holdings III, the Issuer or any other Guarantor for 60 days after
receipt of written notice given by the Trustee or the Holders of not less than 30% in principal amount of the 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 Holdings III or any of its Restricted Subsidiaries or the payment of which is guaranteed by Holdings III or any of its Restricted
Subsidiaries, other than Indebtedness owed to Holdings III 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 
 (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
$50.0 million or more at any one time outstanding; 
 (5) failure by Holdings III or any Significant Subsidiary
(or any group of Subsidiaries that together would constitute a Significant Subsidiary) to pay final judgments aggregating in excess of $50.0 million, 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; 

 

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 (6) Holdings III, 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), 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 Holdings III, 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 Holdings III, the Issuer or any such Restricted Subsidiaries, that is a Significant Subsidiary (or any
group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary), is to be adjudicated bankrupt or insolvent; 

(ii) appoints a receiver, liquidator, assignee, trustee, sequestrator or other similar official of Holdings III, 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), or for all or substantially all of the property of Holdings III,
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); or 

(iii) orders the liquidation of Holdings III, 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); 
 and the order or decree
remains unstayed and in effect for 60 consecutive days; 
  

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

(9) the Liens created by the Collateral Documents relating to the Notes shall not constitute a valid and perfected Lien on
any portion of the Collateral with a fair market value or book value equal to or more than $25.0 million intended to be covered thereby (to the extent perfection is required by the First Lien Debt Documents) except as otherwise permitted by the
terms of this Indenture or the relevant First Lien Debt Documents and other than the satisfaction in full of all obligations of the Issuer and the Guarantors under this Indenture or the release or amendment of any such Lien in accordance with the
terms of the First Lien Debt Documents, or, except for expiration in accordance with its terms or amendment, modification, waiver, termination or release in accordance with the terms of the First Lien Debt Documents, any of the Collateral Documents
relating to the Notes shall for whatever reason be terminated or cease to be in full force and effect, if, in either case, such default continues for 60 days after notice, or the enforceability thereof shall be contested by the Issuer or any
Guarantor, except to the extent that any such loss of perfection or priority results from the failure of the Collateral Agent to make filings, renewals and continuations (or other equivalent filings) or take other appropriate action or the failure
of the Collateral Agent to maintain possession of certificates, instruments or other documents actually delivered to it representing securities pledged or other possessory collateral pledged under the applicable Collateral Documents relating to the
Notes. 
 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 hereof) occurs and is continuing under this Indenture, the Trustee, upon receipt of actual written notice of default, or the Holders of at least 30% 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 and interest shall be due and
payable immediately. The Trustee shall have no obligation to accelerate the Notes if it believes in good faith that acceleration is not in the best interests of the Holders of the Notes. 

Notwithstanding the foregoing, in the case of an Event of Default arising under clause (6) or (7) of Section 6.01 hereof,
all outstanding Notes shall be due and payable immediately without further action or notice. 
  

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 The Holders of a majority in aggregate principal amount of the then outstanding Notes by
written notice to the Trustee may on behalf of all of the Holders of all of the Notes rescind any acceleration with respect to the Notes and its consequences if such rescission would not conflict with any judgment or decree of a court of competent
jurisdiction and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived. 

In the event of any Event of Default specified in clause (4) of Section 6.01 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; or 
 (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 6.03. 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. Subject to Section 6.02 hereof,
Holders of not less than a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences hereunder (except a continuing
Default in the payment of the principal of, premium, if any, or interest on, any Note held by a non-consenting Holder) (including in connection with an Asset Sale Offer or a Change of Control Offer). Upon any such waiver, such Default shall cease to
exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. 

SECTION 6.05. Control by Majority. Holders of a majority in principal amount of the then total outstanding Notes may direct the
time, method and place of 
  

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conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee without any liability to 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% 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 against any loss, liability or expense; 
 (4) the Trustee has not complied with such request within 60
days after the receipt thereof and the offer of security or indemnity; and 
 (5) Holders of a majority in
principal amount of the total outstanding Notes have not given the Trustee a 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 of, premium, if any, and interest on the Note, on or after the respective due dates expressed in the Note (including in connection with an Asset Sale
Offer or a Change of Control Offer), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder. 

SECTION 6.08. Collection Suit by Trustee. If an Event of Default specified in Section 6.01(1) or (2) hereof occurs and
is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Issuer for the whole amount of principal of, premium, if any, and interest 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. 
  

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 SECTION 6.09. Restoration of Rights and Remedies. If the Trustee or any Holder has
instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case,
subject to any determination in such proceedings, the Issuer, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall
continue as though no such proceeding has been instituted. 
 SECTION 6.10. Rights and Remedies Cumulative. Except as
otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in Section 2.07 hereof, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise.
The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. 

SECTION 6.11. Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Note to exercise any right
or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the
Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be. 

SECTION 6.12. Trustee May File Proofs of Claim. The Trustee is authorized to file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Notes
allowed in any judicial proceedings relative to the Issuer (or any other obligor upon the Notes including the Guarantors), its creditors or its property and shall be entitled and empowered 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 7.06 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 7.06 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 
  

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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 or any Agent collects any
money pursuant to this Article 6, it shall pay out the money in the following order: 
 (i) to the Trustee, such
Agent, their agents and attorneys for amounts due under Section 7.06 hereof, including payment of all compensation, expenses and liabilities incurred, and all advances made, by the Trustee or such Agent and the costs and expenses of collection;

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

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

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

ARTICLE VII 

TRUSTEE 

SECTION 7.01. Duties of Trustee. 

(a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. 

 

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 (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. 

(c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful
misconduct, except that: 
 (i) this paragraph does not limit the effect of paragraph (b) of this
Section 7.01; 
 (ii) the Trustee shall not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it is proved in a court of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts; and 

(iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance
with a direction received by it pursuant to Section 6.02, 6.04 or 6.05 hereof. 
 (d) Whether or not therein expressly so
provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section 7.01. 

(e) The Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of
any of the Holders of the Notes unless the Holders have offered to the Trustee indemnity or security against any loss, liability or expense. 

(f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer.
Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. 
 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 

 

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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 Holdings III and its Restricted Subsidiaries, personally or by agent or attorney at the sole cost of the Issuer and shall incur no liability or additional liability of any kind by
reason of such inquiry or investigation. 
 (b) Before the Trustee acts or refrains from acting, it may require an
Officer’s Certificate of the Issuer or Holdings III 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 written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it
hereunder in good faith and in reliance thereon. 
 (c) The Trustee may act through its attorneys and agents and shall not be
responsible for the misconduct or negligence of any agent or attorney appointed with due care. 
 (d) The Trustee shall not be
liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture. 

(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuer shall be
sufficient if signed by an Officer of the Issuer. 
 (f) None of the provisions of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that
repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it. 
 (g) The Trustee
shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a Default is received by the Trustee at the
Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture. 
 (h) 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. 
 (i) The rights, privileges, protections, immunities and benefits given to the
Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder. 

 

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 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 Section 7.09 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. Except in the case of a Default relating to the payment of
principal, premium, if any, or interest on any Note, the Trustee may withhold from the Holders notice of any continuing Default if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the
interests of the Holders of the Notes. The Trustee shall not be deemed to know of any Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is such a Default is received by the
Trustee in accordance with Section 13.01 hereof at the Corporate Trust Office of the Trustee and such notice references the Notes and this Indenture. 

SECTION 7.06. 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 and
its officers, directors, employees, agents and any predecessor trustee and its officers, directors, employees and agents for, and hold the Trustee harmless against, any and all loss, damage, claims, liability or expense (including attorneys’
fees) incurred by it 
  

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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 7.06) or defending itself against any claim whether asserted by any Holder, the Issuer or any Guarantor, or liability in connective 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 7.06
shall survive the satisfaction and discharge of this Indenture or the earlier resignation or removal of the Trustee. 

Notwithstanding anything contrary in Section 4.12 hereof, to secure the payment obligations of the Issuer and the Guarantors in this
Section 7.06, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and
discharge of this Indenture. 
 When the Trustee incurs expenses or renders services after an Event of Default specified in
Section 6.01(6) or (7) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

 SECTION 7.07. 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 7.07. 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 is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under
any Bankruptcy Law; 
 (B) a custodian or public officer takes charge of the Trustee or its property; or

 (C) 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.

  

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 If a successor Trustee does not take office within 60 days after the retiring Trustee
resigns or is removed, the retiring Trustee (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 7.09 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 7.06
hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.07, the Issuer’s obligations under Section 7.06 hereof shall continue for the benefit of the retiring Trustee. 

SECTION 7.08. 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 7.09. 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,
together with its parent, a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition. 

ARTICLE VIII 

LEGAL DEFEASANCE AND COVENANT DEFEASANCE 

SECTION 8.01. Option to Effect Legal Defeasance or Covenant Defeasance. The Issuer may, at its option and at any time, elect to
have either Section 8.02 or 8.03 hereof applied to all outstanding Notes upon compliance with the conditions set forth below in this Article 8. 

SECTION 8.02. Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 8.01 hereof of the option
applicable to this Section 8.02, the Issuer 
  

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and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all
outstanding Notes and Guarantees on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire
Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below,
and to have satisfied all its other obligations under such Notes and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), 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. 
 If the Issuer exercises its legal defeasance option, the First Liens, as they pertain to the Notes and
the Guarantees, will be released and each Guarantor will be released from all its obligations under its Guarantee of the Notes. 

SECTION 8.03. Covenant Defeasance. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this
Section 8.03, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08,
4.09, 4.10, 4.11, 4.12, 4.13, 4.14 and 4.15 hereof and clauses (4) and (5) of Section 5.01(a), clause (4) of Section 5.01(c), Sections 5.01(e) and 5.01(f) 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 covenants, but shall continue to be deemed “outstanding” for all other purposes 

 

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hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes,
the Issuer may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by
reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the
remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the
conditions set forth in Section 8.04 hereof, Sections 6.01(3) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(4), 6.01(5), 6.01(6) (solely with respect to Holdings III and its Restricted Subsidiaries
other than the Issuer), 6.01(7) (solely with respect to Holdings III and its Restricted Subsidiaries other than the Issuer) and 6.01(8) hereof shall not constitute Events of Default. 

If the Issuer exercises its covenant defeasance option, the First Liens, as they pertain to the Notes and the Guarantees, will be released and each
Guarantor will be released from all its obligations under its Guarantee of the Notes. 
 SECTION 8.04. Conditions to Legal or
Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes: 

In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the Notes: 

(1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in
U.S. dollars, 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 stated maturity date or on the Redemption Date, as the case may be, of such principal, premium, if any, or interest on such Notes and the Issuer must specify whether such Notes are being defeased to maturity or
to a particular Redemption Date. 
 (2) in the case of Legal Defeasance, the Issuer shall have delivered to the
Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, 

(A) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a
ruling, or 
  

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 (B) since the issuance of the Notes, there has been a change in the
applicable U.S. federal income tax law, 
 in either case to the effect that, and based thereon such Opinion of Counsel shall
confirm that, subject to customary assumptions and exclusions, the Holders of the 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 borrowing 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) shall have occurred and be continuing on the date of such deposit; 

(5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default
under the Senior Credit Facilities, the Existing Secured Notes, the Existing Senior Notes, the Existing Senior Subordinated Notes, the indenture pursuant to which the Existing Secured Notes were issued, the indenture pursuant to which the Existing
Senior Notes were issued, the indenture pursuant to which the Existing Senior Subordinated Notes were issued 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 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 any applicable bankruptcy, insolvency,
reorganization, or similar laws affecting creditors’ rights generally (including Section 547 of Title 11 of the United States Code) under any applicable U.S. Federal or state law, and that the Trustee has a perfected security interest
in such trust funds for the ratable benefit of the Holders; 
  

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 (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 interest, but such money need not be segregated
from other funds except to the extent required by law. 
 The Issuer shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the cash or Government Securities deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of the outstanding Notes. 
 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(a) 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. Subject to any applicable
abandoned property law, any money deposited with the Trustee or any Paying Agent, or then held by the Issuer, in trust for the payment of the principal of, premium, if any, or interest on any Note and remaining unclaimed for two years after such
principal, and premium, 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. 

 

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 SECTION 8.07. Reinstatement. If the Trustee or Paying Agent is unable to apply any
United States dollars or Government Securities in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Issuer’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is
permitted to apply all such money in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided that, if the Issuer makes any payment of principal of, premium, if any, or interest on any Note following the reinstatement of
its obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent. 

ARTICLE IX 

AMENDMENT, SUPPLEMENT AND WAIVER 

SECTION 9.01. Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereof, the Issuer, the Guarantors and the
Trustee may amend or supplement this Indenture and any Guarantee or Notes without the consent of any Holder: 

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

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

(3) to comply with Section 5.01 hereof; 

(4) to provide the assumption of the Issuer’s or any Guarantor’s obligations to the Holders; 

(5) to make any change that would provide any additional rights or benefits to the Holders or that does not 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 evidence and
provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; 

(8) to add a Guarantor under this Indenture or to remove any Parent Guarantor that is not a Restricted Parent Guarantor;

  

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 (9) to conform the text of this Indenture, Guarantees or the Notes to any
provision of the “Description of the notes” section of the Offering Memorandum to the extent that such provision in such “Description of the notes” section was intended to be a verbatim recitation of a provision of this
Indenture, Guarantee or Notes; or 
 (10) 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 (i) compliance with this Indenture as so amended would not
result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes. 

(11) to add additional assets as Collateral or to release any Collateral from the liens securing the Notes, in each case
pursuant to the terms of this Indenture, the Collateral Documents relating to the Notes and the Intercreditor Agreement, as and when permitted or required by this Indenture, the Collateral Documents relating to the Notes or the Intercreditor
Agreement. 
 In addition, the Collateral Agent and the Trustee are authorized to amend the Collateral Documents relating to the
Notes to comply with the provisions hereof and thereof. 
 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 hereof, 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 have the right, but not be
obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall
be required in connection with the addition of a Guarantor under this Indenture (other than as required by Section 4.15 hereof) 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. 
 SECTION 9.02. With Consent of Holders of Notes. Except as
provided below in this Section 9.02, the Issuer, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes, any Guarantee, the Collateral Documents relating to the Notes with the consent of the Holders of at least a
majority in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject
to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of 

 

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the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture,
any Guarantee, the Collateral Documents relating to the Notes or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class
(including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the 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 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 hereof, the Trustee shall join with the Issuer in the execution of such amended or supplemental indenture unless such amended or
supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental
indenture. 
 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 Note (other than provisions relating to Section 3.09, Section 4.10 and Section 4.14 hereof to
the extent that any such amendment or waiver does not have the effect of reducing the principal of or changing the fixed final maturity of any such Note or altering or waiving the provisions with respect to the redemption of such Notes); 

(3) reduce the rate of or change the time for payment of interest on any Note; 

 

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 (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 Holders; 

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

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

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

(10) except as expressly permitted by this Indenture, modify the Guarantees of any Restricted Parent Guarantor or
Significant Subsidiary (or any group of Subsidiaries that together would constitute a Significant Subsidiary) in any manner adverse to the Holders of the Notes; or 

(11) make any change in the provisions described under Section 4.05(b) - (h) hereof that adversely affects the rights
of any Holder of Notes or amend the terms of any Notes or this Indenture in a way that would result in the loss of an exemption from any of the Taxes described in such Section. 

Without the consent of at least two-thirds in aggregate principal amount of Notes then outstanding, an amendment or waiver may not:

 (1) modify any Collateral Document relating to the Notes or the provisions of this Indenture dealing with the
Collateral Documents or the application of trust moneys, or otherwise release all or substantially all of the Collateral, except as otherwise permitted by this Indenture or the Collateral Documents; or 

(2) modify the Intercreditor Agreement in any manner materially adverse to the Holders except as otherwise permitted by
this Indenture or the Collateral Documents. 
 SECTION 9.03. 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 
  

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

The Issuer may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any
amendment, supplement, or waiver. If a record date is fixed, then, notwithstanding the preceding paragraph, those Persons who were Holders at such record date (or their duly designated proxies), and only such Persons, shall be entitled to consent to
such amendment, supplement, or waiver or to revoke any consent previously given, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 120 days after such record date
unless the consent of the requisite number of Holders has been obtained. 
 SECTION 9.04. Notation on or Exchange of
Notes. The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Issuer in exchange for all Notes may issue and the Trustee shall, upon receipt of an Authentication Order,
authenticate new Notes that reflect the amendment, supplement or waiver. 
 Failure to make the appropriate notation or issue a
new Note shall not affect the validity and effect of such amendment, supplement or waiver. 
 SECTION 9.05. Trustee to Sign
Amendments, etc. The Trustee shall sign, and shall direct the Collateral Agent to sign (as applicable), any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the
rights, duties, liabilities or immunities of the Trustee and the Collateral Agent, as applicable. The Issuer may not sign an amendment, supplement or waiver until the board of directors of the Issuer approves it. In executing any amendment,
supplement or waiver, the Trustee and the Collateral Agent shall be entitled to receive, upon request, and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 13.03
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. Notwithstanding the foregoing, except as required by
Section 4.15 hereof, neither an Opinion of Counsel nor an Officer’s Certificate will be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture. 

 

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 SECTION 9.06. Payment for Consent. Neither the Issuer, Holdings III nor any Affiliate
of the Issuer shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this
Indenture or the Notes unless such consideration is offered to all Holders and is paid to all Holders that so consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or agreement.

 SECTION 9.07. Additional Voting Terms; Calculation of Principal Amount. Except as provided in the proviso to the first
sentence of Section 9.02, all Notes issued under this Indenture shall vote and consent together on all matters (as to which any of such Notes may vote) as one class and no series of Notes will have the right to vote or consent as a separate
series on any matter. Determinations as to whether Holders of the requisite aggregate principal amount of Notes have concurred in any direction, waiver or consent shall be made in accordance with this Article Nine. 

ARTICLE X 

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 and premium, 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 thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in
case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity,
by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that
this is a guarantee of payment and not a guarantee of collection. 
 The Guarantors hereby agree that their obligations
hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any
provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. 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 

 

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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. 
 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, 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. 
  

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 The Guarantees issued by each Unrestricted Parent 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. The Guarantees issued by each Secured Guarantor will be senior secured obligations of
such Guarantor and shall be pari passu in right of payment with all existing and future First Lien Obligations and Senior Indebtedness of such Guarantor. 

Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution
of any kind or nature. 
 SECTION 10.02. Limitation on Guarantor Liability. Each Guarantor, and by its acceptance of
Notes, each Holder, hereby confirms that it is the intention of all such parties that the Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the
Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of each
Guarantor shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws and after giving effect to any collections from,
rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 10, result in the obligations of such Guarantor under its Guarantee not constituting
a fraudulent conveyance or fraudulent transfer under applicable law. Each Subsidiary 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 Subsidiary Guarantor in an amount equal to such other Subsidiary Guarantor’s pro rata portion of such payment based on the respective net assets of all the Subsidiary Guarantors at the time of such payment determined in
accordance with GAAP. 
 SECTION 10.03. Execution and Delivery. To evidence its Guarantee set forth in Section 10.01
hereof, each Guarantor hereby agrees that this Indenture shall be executed on behalf of such Guarantor by its President, one of its Vice Presidents or one of its Assistant Vice Presidents. 

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

The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set
forth in this Indenture on behalf of the Guarantors. 
  

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 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. 

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 or otherwise) of (i) the Capital Stock of such Guarantor
(including any sale, exchange or transfer), after which the applicable Guarantor is no longer a Restricted Subsidiary or (ii) all or substantially all the assets of such Guarantor, in each case made in compliance with the applicable provisions
of this Indenture; 
 (B) the release or discharge of the guarantee by such Guarantor of Indebtedness under all
other First Lien Obligations (including the Senior Credit Facilities and the Existing Secured Notes) 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; 
 (C) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary
in compliance with the applicable provisions of this Indenture; 
 (D) the release of an Unrestricted Parent
Guarantor of all Senior Credit Agreement Obligations; or 
 (E) the exercise by the Issuer of its Legal
Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the discharge of the Issuer’s obligations under this Indenture in accordance with the terms of this Indenture; and 

 

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

ARTICLE XI 

COLLATERAL AND SECURITY 

SECTION 11.01. The Collateral Agent.  

(a) Each of the Trustee and, by accepting the Notes, the Holders hereby appoints and authorizes Citibank, N.A. to act as Collateral Agent
and in such capacity to act as the agent of (and to hold any security interest created by the Collateral Documents relating to the Notes for and on behalf of or on trust for) the Trustee and each Holders for purposes of acquiring, holding and
enforcing any and all Liens on Collateral granted by the Issuer or any Secured Guarantor to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. The use of the term “agent” herein
with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law other than as a “representative” as such term is used in
Section 9-102(a)(72)(E) of the Uniform Commercial Code. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

 (b) The Collateral Agent shall be subject to such directions as may be given it by the Trustee from time to time as required
or permitted by this Indenture and the Intercreditor Agreement. Except as directed by the Trustee and as required or permitted by this Indenture, the Intercreditor Agreement or the other Collateral Documents relating to the Notes, the Collateral
Agent shall not be obligated: 
 (i) to act upon directions purported to be delivered to it by any other Person;

 (ii) to foreclose upon or otherwise enforce any Lien securing the Notes and the Guarantees of the Notes; or

 (iii) to take any other action whatsoever with regard to any or all of the Liens securing the Notes and the
Guarantees of the Notes, the Collateral Documents relating to the Notes or the Collateral. 
 (c) The Collateral Agent is
authorized and empowered to appoint one or more co-agents or sub-agents or attorneys-in-fact as it deems necessary or appropriate in connection herewith and shall not be liable for the negligence or misconduct of any such agents or attorneys-in-fact
selected by it in good faith. 
  

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 (d) The Collateral Agent shall be accountable only for amounts that it actually receives as
a result of the enforcement of this Indenture, the Collateral Documents relating to the Notes or the Liens created by the Collateral Documents relating to the Notes. 

(e) The Trustee may, from time to time, appoint another financial institution to act as Collateral Agent so long as such institution
meets the requirements applicable to the Trustee as set forth in Section 7.09. Subject to the appointment and acceptance of a successor Collateral Agent as provided in this subsection, the Collateral Agent (if other than the Trustee) may
resign at any time by notifying the Trustee and the Issuer. Upon any such resignation, the Trustee shall have the right to appoint a successor Collateral Agent. If no successor shall have been so appointed by the Trustee and shall have
accepted such appointment within 30 days after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent may, on behalf of the Holders and the Trustee, appoint a successor Collateral Agent which shall meet the
eligibility requirements applicable to the Trustee as set forth in Section 7.09 and shall accept and comply in all material respects with the Collateral Documents. Upon a successor’s acceptance of its appointment as Collateral Agent
hereunder, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent hereunder and under the Collateral Documents, and the retiring Collateral Agent shall be discharged from
its duties and obligations hereunder and under the Collateral Documents. If the Trustee shall be acting at any time as the Collateral Agent, then it will be deemed to have resigned as Collateral Agent upon its replacement as Trustee
pursuant to Section 7.07, and the successor Trustee shall select (or may act as) the replacement Collateral Agent. 
 (f)
The Collateral Agent shall have all of the rights of the Trustee under Article VII of this Indenture, including, without limitation, the rights to compensation, indemnification and resignation. 

(g) At all times when the Trustee is not itself the Collateral Agent, the Issuer will deliver to the Trustee copies of all Collateral
Documents relating to the Notes delivered to the Collateral Agent and copies of all documents delivered to the Collateral Agent pursuant to the Collateral Documents relating to the Notes. 

SECTION 11.02. The Collateral. 

(a) The payment of the principal of and interest, and premium, if any, on the Notes when and as the same shall be due and payable, whether
on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Issuer pursuant to the Notes or by any Secured Guarantor pursuant to its Guarantee and the payment of all other First Lien Obligations
of the Issuer and the Guarantors under this Indenture, the Notes, the Guarantees and the Collateral Documents relating to the Notes are secured by First Liens on the Collateral, subject to Permitted Liens, as provided in the Collateral Documents
relating to the Notes which the Issuer and the Guarantors have entered into simultaneously with the execution of this Indenture, or in certain 

 

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circumstances, subsequent to the Issue Date, and will be secured as provided in the Collateral Document relating to the Notes hereafter delivered as required or permitted by this Indenture.

 (b) Each Holder of Notes, by its acceptance of the Notes and the Guarantees of the Notes, will be deemed to have consented
and agreed to the terms of each Collateral Document relating to the Notes, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, to have authorized and
directed the Trustee and the Collateral Agent, as applicable, to enter into the Collateral Documents relating to the Notes to which it is a party, and to have authorized and empowered the Trustee and the Collateral Agent, as applicable, and (through
the Intercreditor Agreement) the Directing Agent to bind the Holders of Notes and other holders of First Lien Obligations as set forth in the Collateral Documents to which they are a party and to perform its respective obligations and exercise its
respective rights and powers thereunder. Notwithstanding the foregoing, no such consent or deemed consent shall be deemed or construed to represent an amendment or waiver, in whole or in part, of any provision of this Indenture or the Notes. The
foregoing will not limit the right of the Issuer to amend, waive or otherwise modify the Collateral Documents relating to the Notes in accordance with their terms. 

(c) The Trustee and each Holder, by accepting the Notes and the Guarantees of the Notes, acknowledges that, as more fully set forth in
the Collateral Documents relating to the Notes, the Collateral as now or hereafter constituted shall be held by the Collateral Agent for the benefit of all the Holders, the Collateral Agent and the Trustee, and that the Lien granted by the
Collateral Documents relating to the Notes in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Collateral Documents relating to the Notes and actions that may be taken thereunder. In the event of
conflict between the Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the Intercreditor Agreement shall control. 

SECTION 11.03. Impairment of Security Interest. 

Neither the Issuer nor any Secured Guarantor will take or omit to take any action which would materially adversely affect or impair the
Liens in favor of the Collateral Agent and the Holders with respect to the Collateral; provided, however, that the foregoing shall not be deemed to prohibit any action or inaction that is otherwise permitted by this Indenture or
required by law. 
 SECTION 11.04. After-Acquired Collateral. If: 

(a) property (other than Excluded Assets) is acquired by the Issuer or a Secured Guarantor that is intended to be subject to the Lien
created by the Collateral Documents relating to the Notes but is not so subject; 
 (b) an Excluded Asset ceases to be an
Excluded Asset; 
  

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 (c) a Subsidiary of the Issuer becomes a Secured Guarantor; or 

(d) any property of the Issuer or any Secured Guarantor becomes subject to a Lien with respect to any First Lien Obligations (or the
Guarantees thereof) and is not already subject to the Lien created by the Collateral Documents relating to the Notes, then the Issuer or such Secured Guarantor will, as soon as practical after such property’s acquisition or such property no
longer being an Excluded Asset or such Subsidiary becoming a Secured Guarantor or such property becoming subject to a Lien securing any First Lien Obligation (or the Guarantees thereof), as applicable, provide security over such property (or, in the
case of a new Secured Guarantor, all of its assets that are not Excluded Assets) in favor of the Collateral Agent on a basis that would create a Lien on such terms, in each case, consistent with the Collateral Documents in effect at such time, and
take such additional actions as are reasonable and appropriate or advisable to create and fully perfect in favor of the Secured Parties under the Collateral Documents relating to the Notes a valid and enforceable security interest in such Collateral
(to the extent such perfection is required under the Collateral Documents), which shall be free of all other Liens except for Permitted Liens; provided that, with regard to Material Real Property, the Issuer and any Guarantor shall have 90
days (or such longer period as the Trustee may agree in its sole discretion) from the date of acquisition to execute and deliver the items described under Section 11.05 with respect to such real property and with respect to the pledge of equity
interests in a Foreign Subsidiary, the Issuer and any Guarantor shall have 90 days or such longer period as the Trustee may agree in its sole discretion from the date of acquisition to provide, execute and deliver the items described in
Section 11.05(b). Any security interest provided pursuant to this Section 11.04 (other than with respect to assets specified in (a) and (b) above that are automatically subject to a perfected security interest under the
Collateral Documents relating to the Notes) shall be accompanied by such Opinions of Counsel to the Issuer or the Subsidiary Guarantors addressed to the Trustee and the Collateral Agent as are reasonably requested by the Trustee or the Collateral
Agent and customarily given by such counsel in the relevant jurisdiction, in form and substance customary for such jurisdiction. In addition, if perfection is required by the Collateral Documents relating to the Notes (other than with respect to
assets specified in (a) and (b) above that are automatically subject to a perfected security interest under the Collateral Documents related to the Notes), the Issuer shall deliver an Officer’s Certificate to the Trustee and the
Collateral Agent upon reasonable request by the Trustee or the Collateral Agent, certifying that the necessary measures have been taken to perfect the security interest in such property. 

SECTION 11.05. Real Estate Mortgages and Filing; Pledge of Foreign Collateral. 

(a) With respect to Material Real Property that secures (or will secure) the Notes or the Guarantees, the Issuer or the Secured Guarantor
must provide the Trustee with filed Mortgages with respect to such owned real property within 90 days (or such longer period as the Trustee may agree in its sole discretion) of the Issue Date or 90 days (or such longer period as the Trustee may
agree in its sole discretion) of the acquisition of, 
  

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or, if requested by the Trustee, entry into, or renewal of, a ground lease in respect of, such real property, as the case may be, in each case together with: 

(i) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in form
suitable for filing or recording in all filing or recording offices that the Trustee may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the
Trustee for the benefit of the Holders, pari passu with the Liens securing the Senior Credit Agreement Obligations, the Existing Secured Notes and the other First Lien Obligations as among the holders thereof in accordance with the
Intercreditor Agreement, and that all filing and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Trustee; 

(ii) fully paid American Land Title Association Lender’s Extended Coverage title insurance policies or the equivalent
or other form available in each applicable jurisdiction in form and substance, with endorsements and in amount, reasonably acceptable to the Trustee (not to exceed the value of the real properties covered thereby), issued, coinsured and reinsured by
title insurers reasonably acceptable to the Trustee, insuring the Mortgages to be valid subsisting Liens on the property described therein, free and clear of all defects and encumbrances, subject to Permitted Liens, and providing for such other
affirmative insurance and such coinsurance and direct access reinsurance as the Trustee may reasonably request; 

(iii) surveys with respect to such owned real property; 

(iv) opinions of local counsel for the Issuer and the Secured Guarantors in states in which the real properties are
located, with respect to the enforceability and perfection of the Mortgages and any related fixture filings in form and substance reasonably satisfactory to the Trustee; and 

(v) such other evidence that all other actions that the Trustee may reasonably deem necessary or desirable in order to
create valid and subsisting Liens on the property described in the Mortgages has been taken. 
 (b) With respect to the equity
interests of wholly owned Material Foreign Subsidiaries of Holdings III and Specified Foreign Subsidiaries that secure (or will secure) the Notes or the Guarantees, the Issuer or the Secured Guarantor must provide the Trustee within 90 days (or such
longer period as the Trustee may agree in its sole discretion) of the Issue Date or 90 days (or such longer period as the Trustee may agree in its sole discretion) upon the formation or acquisition of a wholly owned Material Foreign Subsidiary of
Holdings III or Specified Foreign Subsidiaries: (a) counterparts of each pledge agreement to be entered into in connection with the pledge of the equity interests of each such wholly owned Material Foreign Subsidiary of Holdings III or such
Specified Foreign Subsidiary, and all other documents and instruments required by law or 
  

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reasonably requested by the Trustee to be filed, registered or recorded to create the Liens in such equity interests and to perfect such Liens to the extent required by, the Indenture and the
Collateral Documents relating to the Notes; and (b) a signed copy of an opinion, addressed to the Trustee, of counsel for the Issuer and the Secured Guarantors as reasonably acceptable to the Trustee as to such matters set forth in clause (a),
as the Trustee may reasonably request 
 SECTION 11.06. Release of Collateral. 

(a) Liens on the Collateral will be automatically released without requirement for consent or approval from the Holders, the Trustee or
the Collateral Agent: 
 (i) with respect to any Collateral securing the Guarantee of the Notes of any Secured
Guarantor, when such Secured Guarantor’s Guarantee is released in accordance with the terms of this Indenture; 

(ii) upon payment in full of principal, interest and all other obligations on the Notes issued under this Indenture;

 (iii) as provided in Section 9.02; 

(iv) in connection with any disposition of Collateral (but excluding any transaction subject to Section 5.01 where
the recipient is required to become the obligor on the Notes or a Secured Guarantor) that is permitted by this Indenture; 

(v) with respect to any particular item of Collateral, if there are outstanding Obligations under the Senior Credit
Facilities, upon release by Senior Credit Agreement Collateral Agent of the Liens on such item of Collateral securing the Senior Credit Agreement Obligations and the concurrent release of the Liens on such item of Collateral securing any other First
Lien Obligations; provided, however, that there is then outstanding under the Senior Credit Facilities aggregate debt and debt commitments in an amount that exceeds the aggregate principal amount of the then outstanding Notes; and
provided further, however, that the Senior Credit Agreement Collateral Agent may not release all or substantially all of the Collateral without the consent of the Trustee on behalf of the Holders of the Notes; 

(vi) with respect to any particular item of Collateral, if there are no outstanding Obligations under the Senior Credit
Facilities, upon release by the collateral agent for the largest class of outstanding First Lien Obligations at such time of the Liens on such item of Collateral securing such First Lien Obligations and the concurrent release of the Liens on such
item of Collateral securing any other First Lien Obligations; provided, however, that the Applicable Authorized Representative may not release all or substantially all of the Collateral without the consent of the Trustee on behalf of
the Holders of the Notes; 
  

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 (vii) if such property or other assets is or becomes Excluded Assets; or

 (viii) upon the exercise by the Issuer of its legal defeasance or covenant defeasance options under Sections
8.02 and 8.03, respectively, or the satisfaction and discharge of the Issuer’s obligations under Section 12.01. 
 In
addition, subject to certain limitations set forth in the Collateral Documents, all Collateral used, sold, transferred or otherwise disposed of in accordance with the terms of the applicable First Lien Debt Documents, including any waiver or
amendment of these documents, will automatically be released from the Lien securing the Notes or the Guarantees of the Notes so that the use, sale, transfer or other disposition may be made free of such Lien. 

(b) At the request of the Issuer, the Trustee shall execute and deliver any documents, instructions or instruments evidencing the consent
of the Holders of the Notes to any permitted release. The Trustee and the Collateral Agent shall take such action under this Indenture and the Collateral Documents relating to the Notes or otherwise as may be reasonably requested by the Issuer to
give effect to or evidence any such release. 
 SECTION 11.07. Authorization of Actions to be Taken by the Trustee or the
Collateral Agent under the Collateral Documents relating to the Notes. 
 (a) Subject to the provisions of the Collateral
Documents relating to the Notes and unless otherwise expressly provided herein or therein, the Trustee may, at the direction of a majority of the Holders, direct the Collateral Agent to take all actions necessary or appropriate in order to
(i) enforce any of the terms of the Collateral Documents relating to the Notes and (ii) collect and receive any and all amounts payable in respect of the Collateral in respect of the obligations of the Issuer and the Secured Guarantors
hereunder and thereunder. Subject to the provisions of the Collateral Documents relating to the Notes, the Collateral Agent shall have the power to institute and to maintain such suits and proceedings in order to prevent any impairment of the
Collateral by any acts that may be unlawful or in violation of the Collateral Documents relating to the Notes or this Indenture, and such suits and proceedings as are necessary to preserve or protect its interest and the interests of the Holders in
the Collateral (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the
enforcement of, or compliance with, such enactment, rule or order would impair the security interest granted pursuant to any Collateral Document relating to the Notes or be prejudicial to the interests of the Holders or the Trustee). 

(b) The Trustee or the Collateral Agent shall not be responsible for the existence, genuineness or value of any of the Collateral or for
the validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder,

  

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except to the extent such action or omission constitutes negligence (or gross negligence in the case of the Collateral Agent) or willful misconduct on the part of the Trustee or the Collateral
Agent, for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title of the Issuer to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments
or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. Notwithstanding the foregoing, neither the Trustee nor the Collateral Agent shall have responsibility for recording, filing, re-recording or refiling any financing
statement, continuation statement, document, instrument or other notice in any public office at any time or times or to otherwise take any action to perfect or maintain the perfection of any security interest granted to it under the Collateral
Documents relating to the Notes or otherwise. 
 (c) Where any provision of the Collateral Documents relating to the Notes
requires that additional property or assets be provided as Collateral, the Issuer shall, or shall cause the applicable Secured Guarantors to, take any and all actions reasonably required to cause such additional property or assets to be provided as
Collateral and to create and perfect a valid and enforceable first-priority security interest in such property or assets (subject to Permitted Liens and other exceptions in the Collateral Documents relating to the Notes) in favor of the Collateral
Agent for the benefit of the Holders in accordance with and to the extent required under the Collateral Documents relating to the Notes. 

(d) The Trustee, in giving any consent or approval under this Indenture or the Collateral Documents relating to the Notes, shall be
entitled to receive, as a condition to such consent or approval, an Officer’s Certificate to the effect that the action or omission for which consent or approval is to be given does not violate this Indenture or the Collateral Documents
relating to the Notes, and the Trustee shall be fully protected in giving such consent or approval on the basis of such Officer’s Certificate. 

ARTICLE XII 

SATISFACTION AND DISCHARGE 

SECTION 12.01. 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 heretofore authenticated and delivered, except lost, stolen or destroyed
Notes which have been replaced or paid and Notes for whose payment money has heretofore been deposited in trust, have been delivered to the Trustee for cancellation; or 

(2) (A) all Notes not heretofore delivered to the Trustee for cancellation have become due and payable by reason of
the making of a notice of redemption or otherwise, will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in
the name, and at the expense, of 
  

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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
heretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; 

(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 the Senior Credit Facilities, the Existing Secured Notes, the Existing Senior Notes, the Existing Senior Subordinated Notes, the indenture pursuant
to which the Existing Secured Notes were issued, the indenture pursuant to which the Existing Senior Notes where issued, the indenture pursuant to which the Existing Senior Subordinated Notes were issued 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 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 12.01, the provisions of Section 12.02 and Section 8.06 hereof shall survive. 

SECTION 12.02. Application of Trust Money. Subject to the provisions of Section 8.06 hereof, all money deposited with the
Trustee pursuant to Section 12.01 hereof shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as
its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such money has been deposited with the Trustee; but such money need not be segregated from
other funds except to the extent required by law. 
  

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 If the Trustee or Paying Agent is unable to apply any money or Government Securities in
accordance with Section 12.01 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 12.01 hereof; provided that if the Issuer has made any payment of principal of,
premium, if any, or interest on any Notes because of the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held by the Trustee
or Paying Agent. 
 ARTICLE XIII 

MISCELLANEOUS 

SECTION 13.01. 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), fax or overnight air courier guaranteeing next day delivery, to the others’ address: 

If to the Issuer and/or any Guarantor: 

Freescale Semiconductor, Inc. 

6501 William Cannon Drive West 

Austin, Texas 78735 

Fax: (512) 996-6853 

Attention: General Counsel 

If to the Trustee: 

The Bank of New York Mellon Trust Company, N.A. 

601 Travis Street, 16th Floor 

Houston, Texas 77002 

Fax No.: 713-483-6954 

Attn: Freescale Semiconductor Trustee 

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; provided that any notice or communication delivered to the Trustee shall be deemed effective upon actual receipt thereof. 

 

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 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 Note Register kept by the Registrar. Failure to mail a notice or communication to a Holder or any defect in it shall not
affect its sufficiency with respect to other Holders. 
 If a notice or communication is mailed in the manner provided above
within the time prescribed, it is 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 13.02.
Communication by Holders of Notes with Other Holders of Notes. Holders may communicate with other Holders with respect to their rights under this Indenture or the Notes. 

SECTION 13.03. 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 of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall
include the statements set forth in Section 13.04 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and

 (B) An Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include
the statements set forth in Section 13.04 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied. 

SECTION 13.04. Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture 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; 
  

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 (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. 
 SECTION 13.05. Rules by Trustee and Agents. The
Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar, Paying Agent or Calculation Agent may make reasonable rules and set reasonable requirements for its functions. 

SECTION 13.06. No Personal Liability of Directors, Officers, Employees and Stockholders. No director, officer, employee,
incorporator or stockholder of Holdings III, the Issuer or any other Guarantor (other than in the case of stockholders of the Issuer, any Parent Guarantor or any Subsidiary Guarantor, any Parent Guarantor, the Issuer or another Subsidiary Guarantor)
or any of their 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 13.07. Governing Law. THIS INDENTURE, THE NOTES, ANY GUARANTEE AND THE COLLATERAL DOCUMENTS RELATING TO THE NOTES WILL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 
 SECTION 13.08. 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 13.09. 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. 

 

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 SECTION 13.10. 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 13.11. 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 10.05 hereof. 

SECTION 13.12. 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 13.13. 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. 
 SECTION 13.14. 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 13.15. Currency of Account; Conversion of Currency; Foreign Exchange
Restrictions. 
 (a) U.S. dollars are the sole currency of account and payment for all sums payable by the Issuer and the
Guarantors under or in connection with the Notes, the Guarantees of the Notes or this Indenture, including damages related thereto or hereto. Any amount received or recovered in a currency other than U.S. dollars by a Holder of Notes (whether as a
result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the winding-up or dissolution of the Issuer or otherwise) in respect of any sum expressed to be due to it from the Issuer shall only constitute a discharge
to the Issuer to the extent of the U.S. dollar amount, which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that
purchase on that date, on the first date on which it is practicable to do so). If that U.S. dollar amount is less than the U.S. dollar amount expressed to be due to the recipient under the applicable Notes, the Issuer shall indemnify it against any
loss sustained by it as a result as set forth in Section 13.15(b). In any event, the Issuer and the Guarantors shall indemnify the recipient against the cost of making any such purchase. For the purposes of this Section 13.15, it will be
sufficient for the Holder of a Note to certify in a satisfactory manner (indicating sources of information used) that it would have suffered a loss had an actual purchase of U.S. dollars been made with the amount so received in that other currency
on the date of 
  

 -147- 








 
receipt or recovery (or, if a purchase of U.S. dollars on such date had not been practicable, on the first date on which it would have been practicable, it being required that the need for a
change of date be certified in the manner mentioned above). 
 (b) The Issuer and the Guarantors, jointly and severally,
covenant and agree that the following provisions shall apply to conversion of currency in the case of the Notes, the Guarantees and this Indenture: 

(1) (A) If for the purpose of obtaining judgment in, or enforcing the judgment of, any court in any country, it
becomes necessary to convert into a currency (the “Judgment Currency”) an amount due in any other currency (the “Base Currency”), then the conversion shall be made at the rate of exchange prevailing on the Business
Day before the day on which the judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). 

(B) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment
is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Issuer and the Guarantors will pay such additional (or, as the case may be, such lesser)
amount, if any, as may be necessary so that the amount paid in the Judgment Currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Currency originally due. 

(2) In the event of the winding-up of the Issuer or any Guarantor at any time while any amount or damages owing under the
Notes, the Guarantees and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Issuer and the Guarantors shall indemnify and hold the Holders and the Trustee harmless against any deficiency arising or
resulting from any variation in rates of exchange between (i) the date as of which the Applicable Currency Equivalent of the amount due or contingently due under the Notes, the Guarantees and this Indenture (other than under this subsection
(b)(2)) is calculated for the purposes of such winding-up and (ii) the final date for the filing of proofs of claim in such winding-up. For the purpose of this subsection (b)(2), the final date for the filing of proofs of claim in the
winding-up of the Issuer or any Guarantor shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Issuer or such
Guarantor may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. 
 (c) The
obligations contained in this Section 13.15 shall constitute separate and independent obligations from the other obligations of the Issuer and the Guarantors under this Indenture, shall give rise to separate and independent causes of action
against the Issuer and the Guarantors, shall apply irrespective of any waiver or extension granted by any Holder or the Trustee or either of them from time to time and 

 

 -148- 








 
shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Issuer or any Guarantor for a liquidated sum in respect
of amounts due hereunder (other than under subsection (b)(2) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the Trustee, as the case may be, and no proof
or evidence of any actual loss shall be required by the Issuer or any Guarantor or the liquidator or otherwise or any of them. In the case of subsection (b)(2) above, the amount of such deficiency shall not be deemed to be reduced by any variation
in rates of exchange occurring between the said final date and the date of any liquidating distribution. 
 (d) The term
“rate(s) of exchange” shall mean the rate of exchange quoted by Reuters at 10:00 a.m. (New York time) for spot purchases of the Base Currency with the Judgment Currency other than the Base Currency referred to in subsections (b)(1) and
(b)(2) above and includes any premiums and costs of exchange payable. 
 SECTION 13.16. Consent to Jurisdiction and
Service. 
 Each of Holdings I, Holdings II, Holdings III and Holdings IV and any Subsidiary Guarantor that is a Foreign
Subsidiary shall appoint CT Corporation System as its agent for actions relating to the Notes, this Indenture or the Collateral Documents relating to the Notes or brought under U.S. Federal or state securities laws brought in any U.S. Federal or
state court located in the Borough of Manhattan in The City of New York and shall submit to such jurisdiction. 
 [Signatures on
following page] 
  

 -149- 









			
	FREESCALE SEMICONDUCTOR, INC.,
		
	by	 	
		
		 	/s/ David Stasse
		 	 Name: David Stasse
 Title:
Vice President and Treasurer



  

			
	FREESCALE SEMICONDUCTOR HOLDINGS V, INC.
		
	by	 	
		
		 	/s/ David Stasse
		 	 Name: David Stasse
 Title:
Treasurer



  

			
	FREESCALE SEMICONDUCTOR HOLDINGS I, LTD.
		
	by	 	
		
		 	/s/ David Stasse
		 	 Name: David Stasse
 Title:
Treasurer



  

			
	FREESCALE SEMICONDUCTOR HOLDINGS II, LTD.
		
	by	 	
		
		 	/s/ David Stasse
		 	 Name: David Stasse
 Title:
Treasurer



  

			
	FREESCALE SEMICONDUCTOR HOLDINGS III, LTD.
		
	by	 	
		
		 	/s/ David Stasse
		 	 Name: David Stasse
 Title:
Treasurer



 Signature Page to Indenture 








			
	FREESCALE SEMICONDUCTOR HOLDINGS IV, LTD.
		
	by	 	
		
		 	/s/ David Stasse
		 	 Name: David Stasse
 Title:
Treasurer



  

			
	SIGMATEL, LLC
		
	by	 	Freescale Semiconductor, Inc., as Sole Member
		
		 	/s/ David Stasse
		 	 Name: David Stasse
 Title:
Vice President and Treasurer of the
 Sole Member




 

			
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., AS TRUSTEE,
		
	by	 	
		
		 	/s/ Kash Asghar
		 	 Name: Kash Asghar
 Title:
Senior Associate



 Signature Page to Indenture 







 EXHIBIT A 

[Face of Note] 

[Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] 

[Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] 

[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 

9 
1/4% Senior Secured Note due 2018 
  

			
	 No.             
	  	[$            ]


FREESCALE SEMICONDUCTOR, INC. 

promises to pay to              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 April 15, 2018. 

Interest Payment Dates: April 15 and October 15, commencing October 15, 2010 

Record Dates: April 1 and October 1 
  

 

	1
	 144A CUSIP: 35687M AT4 



144A ISIN: US35687M AT45 

Regulation S CUSIP: U31395 AJ2 

Regulation S ISIN: USU31395 AJ26 
  

 A-2 








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

Dated: [                    ] 

 

			
	FREESCALE SEMICONDUCTOR, 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

TRUST COMPANY, N.A.,
 as
Trustee

		
	 By:
	 	  

		 	Authorized Signatory


  

 A-4 








 [Back of Note] 

9 
1/4% Senior Secured Note due 2018 

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

 1. INTEREST. Freescale Semiconductor, Inc., a Delaware corporation (the “Issuer”),
promises to pay interest on the principal amount of this Note at a rate per annum of
9 1/4% from April 13, 2010 until maturity. The
Issuer will pay interest on this Note semi-annually in arrears on April 15 and October 15 of each year commencing on October 15, 2010, or if any such day is not a Business Day, on the next succeeding Business Day (each, an
“Interest Payment Date”). The Issuer will make each interest payment to the Holder of record of this Note on the immediately preceding April 1 and October 1 (each, a “Record Date”). Interest on this Note
will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from and including April 13, 2010. 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 the rate borne by this Note; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest
(without regard to any applicable grace periods) from time to time on demand at the rate borne by this Note. 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 this Note to the Person who is the registered Holder of this Note at the close of
business on April 1 or October 1 (whether or not a Business Day), as the case may be, next preceding the Interest Payment Date, even if this Note is 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. Cash payment of interest may be made by check mailed to the Holders at their addresses set forth in the Note Register of Holders, provided that (a) all
cash payments of principal, premium, if any, and interest on, Notes represented by Global Notes registered in the name of or held by DTC or its nominee will be made by wire transfer of immediately available funds to the accounts specified by the
Holder or Holders thereof and (b) all cash payments of principal, premium, if any, and interest with respect to certificated Notes will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States
if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 30 days immediately preceding the relevant due date for payment (or such other date as
the Trustee may accept in its discretion). Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. 

3. PAYING AGENT AND REGISTRAR. Initially, The Bank of New York Mellon Trust Company, N.A., the Trustee under the Indenture, will act as
Paying Agent and Registrar. The Issuer may change any Paying Agent or Registrar without notice to the Holders. The Issuer or any of its Subsidiaries may act in any such capacity. 

4. INDENTURE. The Issuer issued the Notes under an Indenture, dated as of April 13, 2010 (the “Indenture”), among
Freescale Semiconductor, Inc., the Guarantors named 
  

 A-5 








 
therein and the Trustee. This Note is one of a duly authorized issue of notes of the Issuer designated as its
9 1/4% Senior Secured Notes due 2018. The Issuer
shall be entitled to issue Additional Notes pursuant to Section 2.01 and 4.09 of the Indenture. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for
a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. 

5. OPTIONAL REDEMPTION. 

(a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option.

 (b) At any time prior to April 15, 2014, the Issuer may redeem all or a part of the Notes at a redemption price equal to
100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the
relevant Record Date to receive interest due on the relevant Interest Payment Date. 
 (c) Until April 15, 2013, the Issuer
may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 109.25% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption
Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received of one or more Equity Offerings; provided that at least 50% of the
sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption;
provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such
redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. 

(d) On and after April 15, 2014, the Issuer may redeem the Notes, in whole or in part at the redemption prices (expressed as
percentages of principal amount of the 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 April 15 of each of the years indicated below: 
  

				
	 Year
	  	Percentage	 
	 2014
	  	104.625	% 
	 2015
	  	102.313	% 
	 2016 and thereafter
	  	100.000	% 

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

 A-6 








 6. MANDATORY REDEMPTION. The Issuer shall not be required to make mandatory redemption or
sinking fund payments with respect to the 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 12 of the Indenture) to each Holder whose Notes are to be redeemed at its registered address. Notes in denominations larger than $2,000 may be redeemed in part but only in whole multiples of $1,000, unless all of
the Notes held by a Holder are to be redeemed. On and after the Redemption Date, interest ceases to accrue on this Note or portions thereof called for redemption. 

8. OFFERS TO REPURCHASE. Upon the occurrence of a Change of Control, the Issuer shall make a Change of Control Offer in accordance with
Section 4.14 of the Indenture. In connection with certain Asset Sales, the Issuer shall make an Asset Sale Offer as and when provided in accordance with Section 4.10 of the Indenture. 

9. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without coupons in denominations of $2,000 and integral multiples
of $1,000 thereafter. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents
and the Issuer may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Issuer need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed
portion of any Note being redeemed in part. Also, the Issuer need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed. 

10. PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as its owner for all purposes. 

11. AMENDMENT, SUPPLEMENT AND WAIVER. The Indenture, the Guarantees or the Notes may be amended or supplemented as provided in the
Indenture. 
 12. DEFAULTS AND REMEDIES. The Events of Default relating to the Notes are defined in Section 6.01 of the
Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 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 notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or interest) if it determines that
withholding notice is in their interest. The Holders of a majority in aggregate principal amount 
  

 A-7 








 
of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or and its consequences under the Indenture except a continuing
Default in payment of the principal of, premium, if any, or interest on, any of the Notes held by a non-consenting Holder. Holdings III is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and Holdings
III 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 Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose until
authenticated by the manual signature of the Trustee. 
 14. GOVERNING LAW. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND
BE USED TO CONSTRUE THE INDENTURE, THE NOTES, THE GUARANTEES AND THE COLLATERAL DOCUMENTS RELATING TO THE NOTES. 
 15. CUSIP
AND ISIN NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP and ISIN numbers to be printed on the Notes and the Trustee may use CUSIP and ISIN numbers in
notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification
numbers placed thereon. 
 The Issuer will furnish to any Holder upon written request and without charge a copy of the
Indenture. Requests may be made to the Issuer at the following address: 
 Freescale Semiconductor, Inc. 

6501 William Cannon Drive West 

Austin, Texas 78735 

Fax: (512) 996-6853 

Attention: General Counsel 
  

 A-8 








 ASSIGNMENT FORM 

To assign this Note, fill in the form below: 
  

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

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

Date:
                                 

 

			
	 Your Signature:
	 	                             
                                         
  
		 	 (Sign exactly as your name appears

on the face of this Note)




Signature Guarantee*:
                                         
                
  

 

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


 

 A-9 








 OPTION OF HOLDER TO ELECT PURCHASE 

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

$             

Date:              

 

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



 

			
	Tax Identification No.:	 	                             
                                         
    


 Signature Guarantee*:
                                        

  
  

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


 

 A-10 








 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
Custodian
		  		  		  		  	
		  		  		  		  	

  

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

  


 A-11 








 EXHIBIT B 

FORM OF CERTIFICATE OF TRANSFER 

Freescale Semiconductor, Inc. 
 6501 William
Cannon Drive West 
 Austin, Texas 78735 

Fax: 512-996-6853 
 Attention: General Counsel

 The Bank of New York Mellon Trust Company, N.A. 

601 Travis Street, 16th Floor 
 Houston, Texas
77002 
 Fax No.: 713-483-6954 
 Attn:
Freescale Semiconductor Trustee 

Re:  9 1
/4% Senior Secured Notes due 2018 

Reference is hereby made to the Indenture, dated as of April 13, 2010 (the “Indenture”), among Freescale
Semiconductor, 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 RELEVANT 144A GLOBAL NOTE OR
RELEVANT 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 RELEVANT REGULATION S GLOBAL NOTE OR
RELEVANT DEFINITIVE NOTE PURSUANT TO REGULATION S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, 

 

 B-1 








 
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 the 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 RELEVANT 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 

 

 B-2 








 
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 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: 35687M AT 4), or 

  

	 	(ii)	[    ] Regulation S Global Note (CUSIP: U31395 AJ 2), 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 (            ); or 


 

	(b)	[    ] a Restricted Definitive Note; or 

  

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


 

 ANNEX-1 








 EXHIBIT C 

FORM OF CERTIFICATE OF EXCHANGE 

Freescale Semiconductor, Inc. 
 6501 William
Cannon Drive West 
 Austin, Texas 78735 

Fax: 512-996-6853 
 Attention: General Counsel

 The Bank of New York Mellon Trust Company, N.A. 

601 Travis Street, 16th Floor 
 Houston, Texas
77002 
 Fax No.: 713-483-6954 
 Attn:
Freescale Semiconductor Trustee 
 Re:
9 1/4% Senior Secured Notes due 2018

 Reference is hereby made to the Indenture, dated as of April 13, 2010 (the “Indenture”), among
Freescale Semiconductor, 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. 
  

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 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 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 Freescale Semiconductor Holdings III, Ltd., a Bermuda exempted limited liability company, Freescale Semiconductor, Inc., a Delaware corporation (the “Issuer”), and The Bank of New York, Mellon
Trust Company, N.A. as trustee (the “Trustee”). 
 W I T N E S S E T H 

WHEREAS, each of Freescale Semiconductor, Inc. and the Guarantors (as defined in the Indenture referred to below) has
heretofore executed and delivered to the Trustee an Indenture (the “Indenture”), dated as of April 13, 2010, providing for the issuance of an unlimited aggregate principal amount of
9 1/4% Senior Secured Notes due 2018 (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 as follows: 

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

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

(a) Along with all other Guarantors named in the Indenture (including pursuant to any supplemental indentures), to jointly and severally
unconditionally guarantee 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 the Indenture, the Notes, the Notes Collateral
Documents or the obligations of the Issuer hereunder or thereunder, that: 
 (i) the principal of and interest
and premium, 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 thereunder shall be promptly paid in full or performed, all in accordance with the terms thereof; and 
  

 D-1 








 (ii) 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 when due of any amount
so guaranteed or any performance so guaranteed for whatever reason, the Guarantors and the Guaranteeing Subsidiary shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a guarantee of
collection. 
 (b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability
of the Notes or the 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 or any other Guarantor,
any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. 

(c) The Guaranteeing Subsidiary 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. 

(d) This Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, the Indenture and
this Supplemental Indenture. The Guaranteeing Subsidiary accepts all obligations applicable to a Guarantor under the Indenture, including Article X and, if applicable, Article XI of the Indenture (which is deemed incorporated in this Supplemental
Indenture and applicable to this Guarantee) and, as applicable, Section 13.16 of the Indenture. The Guaranteeing Subsidiary acknowledges that by executing this Supplemental Indenture, it will become a Subsidiary Guarantor under the Indenture
and subject to all the terms and conditions applicable to Subsidiary Guarantors contained therein. 
 (e) If any Holder or the
Trustee is required by any court or otherwise to return to the Issuer, the Guarantors (including the Guaranteeing Subsidiary), or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Guarantors,
any amount paid either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. 

(f) The Guaranteeing Subsidiary 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. 
 (g) As between the Guaranteeing
Subsidiary, 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 of the Indenture for the purposes of this Guarantee,
notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect 
  

 D-2 








 
of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not
due and payable) shall forthwith become due and payable by the Guaranteeing Subsidiary for the purpose of this Guarantee. 
 (h)
The Guaranteeing Subsidiary 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 this Guarantee. 

(i) Pursuant to Section 10.02 of the Indenture, after giving effect to all other contingent and fixed liabilities that are relevant
under any applicable Bankruptcy or fraudulent conveyance 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 Article 10 of the Indenture, this new Guarantee shall be limited to the maximum amount permissible such that the obligations of such Guaranteeing Subsidiary under this Guarantee will not constitute a fraudulent transfer or
conveyance. 
 (j) This 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 and Guarantee, 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 Note 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.

 (k) In case any provision of this 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. 
 (l)
[This Guarantee shall be a secured senior obligation of such Guaranteeing Subsidiary, ranking pari passu in right of payment with any other future First Lien Obligations and Senior Indebtedness of the Guaranteeing Subsidiary, if any.]
[This Guarantee shall be an usecured senior obligation of such Guaranteeing Subsidiary, ranking pari passu in right of payment with any other future Senior Indebtedness of the Guaranteeing Subsidiary, if any.] 

(m) Each payment to be made by the Guaranteeing Subsidiary in respect of this Guarantee shall be made without set-off, counterclaim,
reduction or diminution of any kind or nature. 
 (3) Execution and Delivery. The Guaranteeing Subsidiary agrees that the
Guarantee shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. 
  

 D-3 








 (4) Merger, Consolidation or Sale of All or Substantially All Assets. 

(a) Except as otherwise provided in Section 5.01(c) of the Indenture, the Guaranteeing Subsidiary may not consolidate, amalgamate or
merge with or into or wind up into (whether or not the Issuer or Guaranteeing Subsidiary 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: 
 (i)(A) the Guaranteeing Subsidiary is the surviving corporation or the
Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation
organized or existing under the laws of the jurisdiction of organization of the Guaranteeing Subsidiary, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Guaranteeing
Subsidiary or such Person, as the case may be, being herein called the “Successor Person”); 
 (B) the
Successor Person, if other than the Guaranteeing Subsidiary, expressly assumes all the obligations of the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s related Guarantee pursuant to supplemental indentures or
other documents or instruments in form reasonably satisfactory to the Trustee and, if applicable, the performance of the covenants and obligations of such Guaranteeing Subsidiary under the Collateral Documents relating to the Notes and shall cause
such amendments, supplements, or other instruments to be executed, filed and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by or transferred to the Successor Person,
together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the UCC or other
similar statute or regulation of the relevant states or jurisdictions; 
 (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 the Indenture; or 

(ii) the transaction is made in compliance with Section 4.10 of the Indenture; 

(b) Subject to certain limitations described in the Indenture, the Successor Person will succeed to, and be substituted for, the
Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s Guarantee. Notwithstanding the foregoing, the Guaranteeing Subsidiary may merge into or transfer all or part of its properties and assets to another Guarantor or the
Issuer. 
  

 D-4 








 (5) Releases. 

The Guarantee of the Guaranteeing Subsidiary shall be automatically and unconditionally released and discharged, and no further action by
the Guaranteeing Subsidiary, the Issuer or the Trustee is required for the release of the Guaranteeing Subsidiary’s Guarantee, upon: 

(1)(A) any sale, exchange or transfer (by merger or otherwise) of the Capital Stock of the Guaranteeing Subsidiary (including any sale,
exchange or transfer), after which the Guaranteeing Subsidiary is no longer a Restricted Subsidiary or all or substantially all the assets of the Guaranteeing Subsidiary which sale, exchange or transfer is made in compliance with the applicable
provisions of the Indenture; 
 (B) the release or discharge of the guarantee by the Guaranteeing Subsidiary under all other
First Lien Obligations (including the Senior Credit Facilities and the Existing Secured Notes) or the guarantee which resulted in the creation of the Guarantee, except a discharge or release by or as a result of payment under such guarantee;

 (C) the proper designation of the Guaranteeing Subsidiary as an Unrestricted Subsidiary; 

(D) the release of an Unrestricted Parent Guarantor of all Senior Credit Agreement Obligations; or 

(E) the Issuer exercising its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 of the Indenture or the
Issuer’s obligations under the Indenture being discharged in accordance with the terms of the Indenture; and 

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

(6) No Recourse Against Others. No director, officer, employee, incorporator or stockholder of the Guaranteeing Subsidiary shall
have any liability for any obligations of the Issuer or the Guarantors (including the Guaranteeing Subsidiary) under the Notes, any Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of,
such obligations or their creation. 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. 

(7) Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK. 
 (8) 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-5 








 (9) Effect of Headings. The Section headings herein are for convenience only and
shall not affect the construction hereof. 
 (10) 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. 

(11) Subrogation. The Guaranteeing Subsidiary shall be subrogated to all rights of Holders of Notes against the Issuer in respect
of any amounts paid by the Guaranteeing Subsidiary pursuant to the provisions of Section 2 hereof and Section 10.01 of the Indenture; provided that, if an Event of Default has occurred and is continuing, the Guaranteeing Subsidiary
shall not 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 the Indenture or the Notes shall have been paid in full. 

(12) Benefits Acknowledged. The Guaranteeing Subsidiary’s Guarantee is subject to the terms and conditions set forth in the
Indenture. The Guaranteeing Subsidiary acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that the guarantee and waivers made by it
pursuant to this Guarantee are knowingly made in contemplation of such benefits. 
 (13) Successors. All agreements of
the Guaranteeing Subsidiary in this Supplemental Indenture shall bind its Successors, except as otherwise provided in Section 2(k) hereof or elsewhere in this Supplemental Indenture. All agreements of the Trustee in this Supplemental Indenture
shall bind its successors. 
  

 D-6 








 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:
	 	
	  
 FREESCALE
SEMICONDUCTOR, INC.

	
	 By: ________________________________

	 Name:
	 	
	 Title:
	 	
	  
 THE BANK OF NEW YORK, MELLON

TRUST COMPANY, N.A.,

as Trustee

	
	 By:___________________________________

	 Name:
	 	
	 Title:
	 	


  

 D-7