EX-4.1



 Exhibit 4.1 

EXECUTION VERSION 
  

 
 MOBILE MINI, INC., 

as Issuer, 
 and

 ANY GUARANTORS PARTY HERETO, 

as Guarantors 
 5.875%
Senior Notes due 2024 
  
  

INDENTURE 
 Dated as of
May 9, 2016 
  
  

DEUTSCHE BANK TRUST COMPANY AMERICAS 

as Trustee, Paying Agent, Registrar and Transfer Agent 







 CROSS-REFERENCE TABLE* 

 

			
	 Trust Indenture Act Section
	  	Indenture Section
	 310(a)(1)
	  	7.10
	  (a)(2)
	  	7.10
	  (a)(3)
	  	N.A.
	  (a)(4)
	  	N.A.
	  (a)(5)
	  	7.10
	  (b)
	  	7.3, 7.8, 7.10
	  (c)
	  	N.A.
	 311(a)
	  	7.11
	   (b)
	  	7.11
	   (c)
	  	N.A.
	 312(a)
	  	2.5
	   (b)
	  	12.3
	   (c)
	  	12.3
	 313(a)
	  	7.6
	   (b)(1)
	  	7.6
	   (b)(2)
	  	7.6
	   (c)
	  	7.6, 12.2
	   (d)
	  	7.6
	 314(a)
	  	4.3, 4.4, 12.5
	   (c)(1)
	  	12.4
	   (c)(2)
	  	12.4
	   (c)(3)
	  	12.4
	   (d)
	  	12.4
	   (e)
	  	12.5
	   (f)
	  	N.A.
	 315(a)
	  	7.1(b)
	   (b)
	  	7.5, 12.2
	   (c)
	  	7.1(a)
	   (d)
	  	7.1(c)
	   (e)
	  	6.11
	 316(a)(last sentence)
	  	2.9
	   (a)(1)(A)
	  	6.5
	   (a)(1)(B)
	  	6.4
	   (a)(2)
	  	N.A.
	   (b)
	  	6.7
	   (c)
	  	N.A.
	 317(a)(1)
	  	6.8
	   (a)(2)
	  	6.9
	   (b)
	  	2.4
	 318(a)
	  	12.1
	   (b)
	  	N.A.
	   (c)
	  	12.1

 N.A. means Not Applicable 

 

	*	This Cross-Reference Table shall not, for any purpose, be deemed a part of this Indenture. 








 TABLE OF CONTENTS 

 
  

							
	 	 	 	  	Page	 
	 ARTICLE I.
  

DEFINITIONS AND INCORPORATION BY REFERENCE
	   
 

  

	 Section 1.1.
	 	Definitions	  	 	1	  
	 Section 1.2.
	 	Other Definitions	  	 	21	  
	 Section 1.3.
	 	Incorporation by Reference of Trust Indenture Act	  	 	22	  
	 Section 1.4.
	 	Rules of Construction	  	 	22	  
	 Section 1.5.
	 	Acts of Holders	  	 	22	  
	
	 ARTICLE II.
  

THE NOTES
	   
 

  

	 Section 2.1.
	 	Form and Dating	  	 	23	  
	 Section 2.2.
	 	Execution and Authentication	  	 	24	  
	 Section 2.3.
	 	Registrar and Paying Agent	  	 	24	  
	 Section 2.4.
	 	Paying Agents to Hold Money in Trust	  	 	25	  
	 Section 2.5.
	 	Holder Lists	  	 	25	  
	 Section 2.6.
	 	Transfer and Exchange	  	 	25	  
	 Section 2.7.
	 	Replacement Notes	  	 	31	  
	 Section 2.8.
	 	Outstanding Notes	  	 	32	  
	 Section 2.9.
	 	Treasury Notes	  	 	32	  
	 Section 2.10.
	 	Temporary Notes	  	 	32	  
	 Section 2.11.
	 	Cancellation	  	 	32	  
	 Section 2.12.
	 	Defaulted Interest	  	 	33	  
	 Section 2.13.
	 	Persons Deemed Owners	  	 	33	  
	 Section 2.14.
	 	CUSIP Numbers	  	 	33	  
	 Section 2.15.
	 	Designation	  	 	33	  
	 Section 2.16.
	 	Additional Interest	  	 	33	  
	
	 ARTICLE III.
  

REDEMPTION AND REPURCHASE
	   
 

  

			
	 Section 3.1.
	 	Notices to Trustee	  	 	34	  
	 Section 3.2.
	 	Selection of Notes	  	 	34	  
	 Section 3.3.
	 	Notice of Optional or Special Redemption	  	 	34	  
	 Section 3.4.
	 	Effect of Notice of Redemption	  	 	35	  
	 Section 3.5.
	 	Deposit of Redemption Price or Purchase Price	  	 	35	  
	 Section 3.6.
	 	Notes Redeemed or Repurchased in Part	  	 	36	  
	 Section 3.7.
	 	Optional Redemption	  	 	36	  
	 Section 3.8.
	 	Optional Redemption upon Equity Offerings	  	 	37	  
	 Section 3.9.
	 	Repurchase upon Change of Control Offer	  	 	37	  
	 Section 3.10.
	 	Repurchase upon Application of Net Proceeds	  	 	38	  


  
 -i- 









							
	 	 	 	  	Page	 
	 ARTICLE IV.
  

COVENANTS
  
	   
 

  
 

	 Section 4.1.
	 	Payment of Principal and Interest	  	 	39	  
	 Section 4.2.
	 	Maintenance of Office or Agency	  	 	40	  
	 Section 4.3.
	 	Reports	  	 	40	  
	 Section 4.4.
	 	Compliance Certificate	  	 	41	  
	 Section 4.5.
	 	Taxes	  	 	41	  
	 Section 4.6.
	 	Stay, Extension and Usury Laws	  	 	41	  
	 Section 4.7.
	 	Limitation on Restricted Payments	  	 	41	  
	 Section 4.8.
	 	Limitation of Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries	  	 	44	  
	 Section 4.9.
	 	Limitation on Incurrence of Additional Indebtedness	  	 	45	  
	 Section 4.10.
	 	Limitation on Asset Sales	  	 	45	  
	 Section 4.11.
	 	Limitations on Transactions with Affiliates	  	 	47	  
	 Section 4.12.
	 	Limitation on Liens	  	 	48	  
	 Section 4.13.
	 	Continued Existence	  	 	49	  
	 Section 4.14.
	 	Insurance Matters	  	 	49	  
	 Section 4.15.
	 	Offer to Repurchase upon Change of Control	  	 	49	  
	 Section 4.16.
	 	Additional Subsidiary Guarantees	  	 	49	  
	 Section 4.17.
	 	Payments for Consent	  	 	50	  
	 Section 4.18.
	 	Limitation on Preferred Stock of Restricted Subsidiaries	  	 	50	  
	 Section 4.19.
	 	Conduct of Business	  	 	50	  
	 Section 4.20.
	 	Suspension of Covenants	  	 	50	  
	
	 ARTICLE V.
  

SUCCESSORS
  
	   
 

  
 

	 Section 5.1.
	 	Merger, Consolidation and Sale of Assets	  	 	51	  
	 Section 5.2.
	 	Successor Corporation Substituted	  	 	52	  
	
	 ARTICLE VI.
  

DEFAULTS AND REMEDIES
  
	   
 

  
 

	 Section 6.1.
	 	Events of Default	  	 	53	  
	 Section 6.2.
	 	Acceleration	  	 	54	  
	 Section 6.3.
	 	Other Remedies	  	 	54	  
	 Section 6.4.
	 	Waiver of Past Defaults	  	 	55	  
	 Section 6.5.
	 	Control by Majority	  	 	55	  
	 Section 6.6.
	 	Limitation on Suits	  	 	55	  
	 Section 6.7.
	 	Rights of Holders of Notes to Receive Payment	  	 	55	  
	 Section 6.8.
	 	Collection Suit by Trustee	  	 	56	  
	 Section 6.9.
	 	Trustee May File Proofs of Claim	  	 	56	  
	 Section 6.10.
	 	Priorities	  	 	56	  
	 Section 6.11.
	 	Undertaking for Costs	  	 	57	  
	
	 ARTICLE VII.
  

TRUSTEE
  
	   
 

  
 

	 Section 7.1.
	 	Duties of Trustee	  	 	57	  
	 Section 7.2.
	 	Rights of Trustee	  	 	58	  


  
 -ii- 









							
	 	 	 	  	Page	 
	 Section 7.3.
	 	Individual Rights of Trustee	  	 	59	  
	 Section 7.4.
	 	Trustee’s Disclaimer	  	 	59	  
	 Section 7.5.
	 	Notice of Defaults	  	 	59	  
	 Section 7.6.
	 	Reports by Trustee to Holders of the Notes	  	 	59	  
	 Section 7.7.
	 	Compensation, Reimbursement and Indemnity	  	 	59	  
	 Section 7.8.
	 	Replacement of Trustee	  	 	60	  
	 Section 7.9.
	 	Successor Trustee by Merger, Etc.	  	 	61	  
	 Section 7.10.
	 	Eligibility; Disqualification	  	 	61	  
	 Section 7.11.
	 	Preferential Collection of Claims Against Company	  	 	61	  
	 Section 7.12.
	 	Paying Agent, Registrar and Transfer Agent	  	 	61	  
	
	 ARTICLE VIII.
  

LEGAL DEFEASANCE AND COVENANT DEFEASANCE
  
	   
 

  
 

	 Section 8.1.
	 	Option to Effect Legal Defeasance or Covenant Defeasance	  	 	62	  
	 Section 8.2.
	 	Legal Defeasance and Discharge	  	 	62	  
	 Section 8.3.
	 	Covenant Defeasance	  	 	62	  
	 Section 8.4.
	 	Conditions to Legal or Covenant Defeasance	  	 	63	  
	 Section 8.5.
	 	Deposited Money and U.S. Government Securities to Be Held in Trust; Other Miscellaneous Provisions	  	 	64	  
	 Section 8.6.
	 	Repayment to Company	  	 	64	  
	 Section 8.7.
	 	Reinstatement	  	 	64	  
	
	 ARTICLE IX.
  

AMENDMENT, SUPPLEMENT AND WAIVER
  
	   
 

  
 

	 Section 9.1.
	 	Without Consent of Holders of Notes	  	 	65	  
	 Section 9.2.
	 	With Consent of Holders of Notes	  	 	65	  
	 Section 9.3.
	 	Compliance with Trust Indenture Act	  	 	66	  
	 Section 9.4.
	 	Revocation and Effect of Consents	  	 	66	  
	 Section 9.5.
	 	Notation on or Exchange of Notes	  	 	67	  
	 Section 9.6.
	 	Trustee to Sign Amendment, Etc.	  	 	67	  
	
	 ARTICLE X.
  

GUARANTEE
  
	   
 

  
 

	 Section 10.1.
	 	Unconditional Guarantee	  	 	67	  
	 Section 10.2.
	 	Severability	  	 	68	  
	 Section 10.3.
	 	Limitation of Guarantor’s Liability	  	 	68	  
	 Section 10.4.
	 	Release of Guarantor	  	 	68	  
	 Section 10.5.
	 	Contribution	  	 	69	  
	 Section 10.6.
	 	Waiver of Subrogation	  	 	69	  
	 Section 10.7.
	 	Execution of Guarantee	  	 	69	  
	 Section 10.8.
	 	Waiver of Stay, Extension or Usury Laws	  	 	70	  
	
	 ARTICLE XI.
  

SATISFACTION AND DISCHARGE
  
	   
 

  
 

	 Section 11.1.
	 	Satisfaction and Discharge	  	 	70	  
	 Section 11.2.
	 	Application of Trust	  	 	71	  


  
 -iii- 









							
	 	 	 	  	Page	 
	
	 ARTICLE XII.
  

MISCELLANEOUS
  
	   
 

  
 

	 Section 12.1.
	 	Trust Indenture Act Controls	  	 	71	  
	 Section 12.2.
	 	Notices	  	 	71	  
	 Section 12.3.
	 	Communication by Holders of Notes with Other Holders of Notes	  	 	73	  
	 Section 12.4.
	 	Certificate and Opinion as to Conditions Precedent	  	 	73	  
	 Section 12.5.
	 	Statements Required in Certificate or Opinion	  	 	73	  
	 Section 12.6.
	 	Rules by Trustee and Agents	  	 	73	  
	 Section 12.7.
	 	No Personal Liability of Directors, Officers, Employees and Stockholders	  	 	73	  
	 Section 12.8.
	 	Governing Law; Submission to Jurisdiction; Waiver of Jury Trial	  	 	74	  
	 Section 12.9.
	 	No Adverse Interpretation of Other Agreements	  	 	74	  
	 Section 12.10.
	 	Successors	  	 	74	  
	 Section 12.11.
	 	Severability	  	 	74	  
	 Section 12.12.
	 	Counterpart Originals	  	 	74	  
	 Section 12.13.
	 	Table of Contents, Headings, Etc.	  	 	74	  
	 Section 12.14.
	 	Qualification of Indenture	  	 	75	  
	 Section 12.15.
	 	USA PATRIOT Act	  	 	75	  
		
	Signatures	  	 	A-1	  

 EXHIBITS 
  

			
	 Exhibit A
	  	Form of Series A Note
		
	 Exhibit B
	  	Form of Series B Note
		
	 Exhibit C
	  	Form of Guarantee
		
	 Exhibit C(1)
	  	Form of Regulation S Certificate
		
	 Exhibit C(2)
	  	Form of Certificate to Be Delivered upon Exchange or Registration of Transfer of Notes
		
	 Exhibit D
	  	Form of Certificate to Be Delivered in Connection with Transfers to Non-QIB Accredited Investors
		
	 Exhibit E
	  	Form of Certificate to Be Delivered in Connection with Transfers Pursuant to Regulation S


  
 -iv- 








 INDENTURE 

INDENTURE dated as of May 9, 2016 among MOBILE MINI, INC., a Delaware corporation (the “Company”), the Guarantors (as
defined herein), if any, and DEUTSCHE BANK TRUST COMPANY AMERICAS (“DBTCA”), as trustee (the “Trustee”) and as Paying Agent, Registrar and Transfer Agent (in such capacities the “Paying Agent”, the
“Registrar” and the “Transfer Agent”, respectively). 
 Each party agrees as follows for the benefit of
the other parties and for the equal and ratable benefit of the Holders (as defined below) of the Company’s 5.875% Senior Notes due 2024: 

ARTICLE I. 
 DEFINITIONS AND
INCORPORATION BY REFERENCE 
 Section 1.1. Definitions. 

“2020 Notes” means the 7.875% Senior Notes due 2020 issued pursuant to the indenture dated as of November 23, 2010 by and
among Mobile Mini, Inc., as issuer, the subsidiary guarantors named therein, Law Debenture Trust Company of New York, as trustee and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent. 

“Acquired Indebtedness” means Indebtedness of a Person or any of its Subsidiaries existing at the time such Person becomes a
Restricted Subsidiary of the Company or at the time it merges or consolidates with or into the Company or any of its Subsidiaries or assumed in connection with the acquisition of assets from such Person and in each case not incurred by such Person
in connection with, or in anticipation or contemplation of, such Person becoming a Restricted Subsidiary of the Company or such acquisition, merger or consolidation. 

“Additional Interest” means all additional interest then owing pursuant to Section 4 of the Registration Rights
Agreement or the comparable section of any registration rights agreement entered into in connection with the issuance of any Additional Notes. 

“Additional Notes” means Notes issued pursuant to Article II and in compliance with Section 4.9 hereof, in addition to
and having substantially the same terms as the Series A Notes issued on the Issue Date or as the Series B Notes issued in exchange therefor. 

“Affiliate” means, with respect to any specified Person, any other Person who directly or indirectly through one or more
intermediaries controls, or is controlled by, or is under common control with, such specified Person. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and
policies of a Person, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative of the foregoing. 

“Agent” means any Registrar, Paying Agent, Transfer Agent or co-registrar. 

“Asset Acquisition” means (1) an Investment by the Company or any Restricted Subsidiary of the Company in any other
Person pursuant to which such Person shall become a Restricted Subsidiary of the Company, or shall be merged with or into the Company or any Restricted Subsidiary of the Company, or (2) the acquisition by the Company or any Restricted
Subsidiary of the Company of the assets of any Person (other than a Restricted Subsidiary of the Company) which constitute all or substantially all of the assets of such Person or comprises all or substantially all of the assets of any division or
line of business of such Person or any other properties or assets of such Person other than in the ordinary course of business. 

“Asset Sale” means any direct or indirect sale, issuance, conveyance, transfer, lease (other than operating leases entered
into in the ordinary course of business), assignment or other transfer for value by the Company or any of its Restricted Subsidiaries (including any Sale and Leaseback Transaction) to any Person other than the Company or a Restricted Subsidiary of
the Company of: (1) any Capital Stock of any Restricted Subsidiary of 







 
the Company; or (2) any other property or assets of the Company or any Restricted Subsidiary of the Company other than in the ordinary course of business; provided,
however, that asset sales or other dispositions shall not include: (a) a transaction or series of related transactions for which the Company or its Restricted Subsidiaries receive aggregate consideration (exclusive of any indemnities) of
less than $15.0 million; (b) the sale, lease, conveyance, disposition or other transfer of all or substantially all of the assets of the Company as permitted under Section 5.1; (c) any Restricted Payment permitted by Section 4.7
or that constitutes a Permitted Investment; (d) the sale or discount, in each case without recourse, of accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof;
(e) the sale of or other disposition of cash or Cash Equivalents; (f) any sale or disposition deemed to occur in connection with creating or granting any Liens pursuant to Section 4.12; (g) the lease, assignment or sublease of
any real or personal property in the ordinary course of business; (h) any sale of Receivables pursuant to a Qualified Securitization Transaction; (i) sales of Unrestricted Subsidiaries; and (j) disposals, trade-ins or replacements of
obsolete or worn-out equipment. 
 “Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law
for the relief of debtors. 
 “Board of Directors” means, as to any Person, the board of directors (or similar governing
body) of such Person or any duly authorized committee thereof. 
 “Board Resolution” means, with respect to any Person, a
copy of a resolution certified by the Secretary or an Assistant Secretary of such Person to have been duly adopted by the Board of Directors of such Person and to be in full force and effect on the date of such certification, and delivered to the
Trustee. 
 “Borrowing Base” means, as of any date, an amount equal to the sum of: 

(1) 85% of the aggregate book value of all accounts receivable of such Person and its Restricted Subsidiaries (other than any
Special Purpose Vehicle); and 
 (2) 95% of the aggregate cost basis of the portable storage unit lease fleet (or any
successor line item or items reflecting such portable storage unit lease fleet) as indicated on its consolidated balance sheet as owned by such Person and its Restricted Subsidiaries, 

all calculated on a consolidated basis and in accordance with GAAP, and, in each case as reflected on the most recent balance sheet for the most recent fiscal
quarter (or, if available, the most recent month) preceding such date and after giving effect on a pro forma basis to any asset sales or other dispositions or Asset Acquisitions in the manner described in the definition of “Consolidated
Fixed Charge Coverage Ratio.” 
 “Business Day” means any day other than a Saturday, a Sunday or a day on which
banking institutions in the City of New York or at a place of payment are authorized by law, regulation or executive order to remain closed. If a payment date is not a Business Day, payment may be made on the next succeeding day that is a Business
Day, and no interest shall accrue for the intervening period. 
 “Capital Stock” means: 

(1) with respect to any Person that is a corporation, any and all shares, interests, participations or other equivalents
(however designated and whether or not voting) of corporate stock, including each class of Common Stock and Preferred Stock of such Person, and all options, warrants or other rights to purchase or acquire any of the foregoing; and 

(2) with respect to any Person that is not a corporation, any and all partnership, membership or other equity interests of such
Person, and all options, warrants or other rights to purchase or acquire any of the foregoing. 
 “Capitalized Lease
Obligation” means, as to any Person, the obligations of such Person under a lease that are required to be classified and accounted for as capital lease obligations under GAAP and, for purposes


  
 -2- 








 
of this definition, the amount of such obligations at any date shall be the capitalized amount of such obligations at such date, determined in accordance with GAAP. 

“Cash Equivalents” means: 

(1) marketable direct obligations issued by, or unconditionally guaranteed by, the United States Government or issued by any
agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition thereof; 

(2) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such
state or any public instrumentality thereof maturing within one year from the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either S&P or Moody’s; 

(3) commercial paper maturing no more than one year from the date of creation thereof and, at the time of acquisition, having a
rating of at least A-1 from S&P or at least P-1 from Moody’s; 
 (4) certificates of deposit or bankers’
acceptances maturing within one year from the date of acquisition thereof issued by any bank organized under the laws of the United States of America or any state thereof or the District of Columbia or any U.S. branch of a foreign bank having at the
date of acquisition thereof combined capital and surplus of not less than $250.0 million; 
 (5) repurchase obligations with
a term of not more than seven days for underlying securities of the types described in clause (1) above entered into with any bank meeting the qualifications specified in clause (4) above; and 

(6) investments in money market funds which invest substantially all their assets in securities of the types described in
clauses (1) through (5) above. 
 “Change of Control” means the occurrence of one or more of the following
events: 
 (1) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or
substantially all of the assets of the Company to any Person or group of related Persons for purposes of Section 13(d) of the Exchange Act (a “Group”), together with any Affiliates thereof (whether or not otherwise in
compliance with the provisions of this Indenture); 
 (2) the approval by the holders of Capital Stock of the Company of any
plan or proposal for the liquidation or dissolution of the Company (whether or not otherwise in compliance with the provisions of this Indenture); 

(3) any Person or Group (other than any entity formed for the purpose of owning Capital Stock of the Company) shall become the
owner, directly or indirectly, beneficially or of record, of shares representing more than 50% of the aggregate ordinary voting power represented by the issued and outstanding Capital Stock of the Company; or 

(4) the replacement of a majority of the Board of Directors of the Company over a
two-year period from the directors who constituted the Board of Directors of the Company at the beginning of such period, and such replacement shall not have been approved by a vote of at least a majority of
the Board of Directors of the Company then still in office who either were members of such Board of Directors at the beginning of such period or whose election as a member of such Board of Directors was previously so approved. 

“Clearstream” shall mean Clearstream Banking, Société Anonyme, Luxembourg. 

“Commission” means the Securities and Exchange Commission. 

  
 -3- 








 “Common Stock” of any Person means any and all shares, interests or other
participations in, and other equivalents (however designated and whether voting or non-voting) of such Person’s common stock, whether outstanding on the Issue Date or issued after the Issue Date, and includes, without limitation, all series and
classes of such common stock. 
 “Company” means Mobile Mini, Inc., a Delaware corporation, or any successor obligor under
this Indenture and the Notes pursuant to Article V. 
 “Comparable Treasury Issue” means the United States treasury
security selected by an Independent Investment Bank as having a maturity comparable to the remaining term of the Notes that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the remaining term of such Notes. 
 “Comparable Treasury Price” means,
with respect to any Redemption Date: 
 (1) the average of the bid and ask prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third business day preceding such Redemption Date, as set forth in the most recently published statistical release designated “H.15 (519)” (or any successor release)
published by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” or 

(2) if such release (or any successor release) is not published or does not contain such prices on such business day, the
average of the Reference Treasury Dealer Quotations for such Redemption Date. 
 “Consolidated Assets” means, as of the
date of determination, the total assets (less goodwill and intangible assets) of the Company and its Restricted Subsidiaries as shown on the balance sheet of the Company and its Subsidiaries for the most recently ended fiscal quarter for which
financial statements are available, determined on a consolidated basis in accordance with GAAP. 
 “Consolidated EBITDA”
means, with respect to any Person, for any period, the sum (without duplication) of: 
 (1) Consolidated Net Income; 

(2) to the extent Consolidated Net Income has been reduced thereby: 

(a) all income taxes of such Person and its Restricted Subsidiaries paid or accrued in accordance with GAAP for such period
(other than income taxes attributable to extraordinary, unusual or nonrecurring gains or losses or taxes attributable to sales or dispositions outside the ordinary course of business); 

(b) Consolidated Interest Expense; and 

(c) Consolidated Non-cash Charges less any non-cash items increasing Consolidated Net
Income for such period; and 
 (3) the amount of cost savings, operating expense reductions, other operating
improvements and initiatives and synergies projected by the Company in good faith to be reasonably anticipated to be realizable or for which a plan for realization shall have been established within 12 months of the date thereof (which will be added
to Consolidated EBITDA as so projected until fully realized and calculated on a pro forma basis as though such cost savings, operating expense reductions, other operating improvements and initiatives and synergies had been realized on the
first day of such period); provided that all steps have been taken for realizing such cost savings and such cost savings are reasonably identifiable and factually supportable (in the good faith determination of the Company); provided
that the aggregate amount of addbacks  

  
 -4- 








 
made pursuant to this clause (3) in any four fiscal quarter period shall not exceed 15% of Consolidated EBITDA (after giving effect to any such addbacks) for such four fiscal quarter period,

 all as determined on a consolidated basis for such Person and its Restricted Subsidiaries in accordance with GAAP. 

“Consolidated Fixed Charge Coverage Ratio” means, with respect to any Person, the ratio of Consolidated EBITDA of such Person
during the four full fiscal quarters (the “Four Quarter Period”) ending prior to the date of the transaction giving rise to the need to calculate the Consolidated Fixed Charge Coverage Ratio for which financial statements are
available (the “Transaction Date”) to Consolidated Fixed Charges of such Person for the Four Quarter Period. In addition to and without limitation of the foregoing, for purposes of this definition, “Consolidated EBITDA”
and “Consolidated Fixed Charges” shall be calculated after giving effect on a pro forma basis for the period of such calculation to: 

(1) the incurrence or repayment of any Indebtedness of such Person or any of its Restricted Subsidiaries (and the application
of the proceeds thereof) giving rise to the need to make such calculation and any incurrence or repayment of other Indebtedness (and the application of the proceeds thereof), other than the incurrence or repayment of Indebtedness in the ordinary
course of business for working capital purposes pursuant to working capital facilities, occurring during the Four Quarter Period or at any time subsequent to the last day of the Four Quarter Period and on or prior to the Transaction Date, as if such
incurrence or repayment, as the case may be (and the application of the proceeds thereof), occurred on the first day of the Four Quarter Period; 

(2) any asset sales or other dispositions or Asset Acquisitions (including, without limitation, any Asset Acquisition giving
rise to the need to make such calculation as a result of such Person or one of its Restricted Subsidiaries (including any Person who becomes a Restricted Subsidiary as a result of the Asset Acquisition) incurring, assuming or otherwise being liable
for Acquired Indebtedness and also including any Consolidated EBITDA (including any pro forma expense and cost reductions and other operating improvements or synergies (x) calculated on a basis consistent with Regulation S-X under the Exchange
Act or (y) as determined in good faith by a responsible financial or accounting officer of the Company for which steps have been taken or are reasonably expected to be taken within twelve (12) months of such transaction and are supportable
and quantifiable and as set forth on an officers’ certificate) attributable to the assets which are the subject of the Asset Acquisition or asset sale or other disposition during the Four Quarter Period) occurring during the Four Quarter Period
or at any time subsequent to the last day of the Four Quarter Period and on or prior to the Transaction Date, as if such asset sale or other disposition or Asset Acquisition (including the incurrence, assumption or liability for any such Acquired
Indebtedness) occurred on the first day of the Four Quarter Period. If such Person or any of its Restricted Subsidiaries directly or indirectly guarantees Indebtedness of a third Person, the preceding sentence shall give effect to the incurrence of
such guaranteed Indebtedness as if such Person or any Restricted Subsidiary of such Person had directly incurred or otherwise assumed such guaranteed Indebtedness; and 

(3) any designation of a Restricted Subsidiary as an Unrestricted Subsidiary and any designation of an Unrestricted Subsidiary
as a Restricted Subsidiary. 
 Furthermore, in calculating “Consolidated Fixed Charges” for purposes of determining the
denominator (but not the numerator) of this “Consolidated Fixed Charge Coverage Ratio”: 
 (1) interest on
outstanding Indebtedness determined on a fluctuating basis as of the Transaction Date and which will continue to be so determined thereafter shall be deemed to have accrued at a fixed rate per annum equal to the rate of interest on such Indebtedness
in effect on the Transaction Date; and 
 (2) notwithstanding clause (1) above, interest on Indebtedness determined on a
fluctuating basis, to the extent such interest is covered by agreements relating to Interest Swap Obligations, shall be deemed to accrue at the rate per annum resulting after giving effect to the operation of such agreements. 

  
 -5- 








 “Consolidated Fixed Charges” means, with respect to any Person for any period,
the sum, without duplication, of: 
 (1) Consolidated Interest Expense; plus 

(2) the product of (x) the amount of all dividend payments on any series of Preferred Stock of such Person and, to the
extent permitted under this Indenture, its Restricted Subsidiaries (other than dividends paid in Qualified Capital Stock) paid, accrued or scheduled to be paid or accrued during such period times (y) a fraction, the numerator of which is one
and the denominator of which is one minus the then current effective consolidated federal, state and local income tax rate of such Person, expressed as a decimal. 

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

(1) the aggregate of the interest expense of such Person and its Restricted Subsidiaries for such period determined on a
consolidated basis in accordance with GAAP, including without limitation: (a) any amortization of debt discount and amortization or write-off of deferred financing costs; (b) the net costs under Interest Swap Obligations incurred in the
fiscal quarter beginning after the Issue Date; (c) all capitalized interest; and (d) the interest portion of any deferred payment obligation; and 

(2) the interest component of Capitalized Lease Obligations paid, accrued and/or scheduled to be paid or accrued by such Person
and its Restricted Subsidiaries during such period as determined on a consolidated basis in accordance with GAAP; less 

(3) interest income for such period. 

“Consolidated Net Income” means, with respect to any Person, for any period, the aggregate net income (or loss) of such
Person and its Restricted Subsidiaries for such period on a consolidated basis, determined in accordance with GAAP; provided that there shall be excluded therefrom (without duplication): 

(1) after-tax gains from Asset Sales (without regard to the $15.0 million limitation
set forth in the definition thereof) or abandonments or reserves relating thereto; 
 (2)
after-tax items classified as extraordinary or nonrecurring gains; 
 (3) the net
income (but not loss) of any Restricted Subsidiary of the referent Person to the extent that the declaration of dividends or similar distributions by that Restricted Subsidiary of that income is restricted by a contract, operation of law or
otherwise; 
 (4) the net income of any Person, other than a Restricted Subsidiary of the referent Person, except to the
extent of cash dividends or distributions paid to the referent Person or to a Wholly Owned Restricted Subsidiary of the referent Person by such Person; 

(5) any restoration to income of any contingency reserve, except to the extent that provision for such reserve was made out of
Consolidated Net Income accrued at any time following the Issue Date; 
 (6) income or loss attributable to discontinued
operations (including, without limitation, operations disposed of during such period whether or not such operations were classified as discontinued); 

(7) in the case of a successor to the referent Person by consolidation or merger or as a transferee of the referent
Person’s assets, any earnings of the successor corporation prior to such consolidation, merger or transfer of assets; 

  
 -6- 








 (8) fees and expenses incurred in connection with the refinancing or repayment of
Indebtedness (including those incurred in the offering of the Notes and related refinancing transactions in an aggregate amount not to exceed $15.0 million); 

(9) charges to earnings incurred in connection with the early retirement of the 2020 Notes; 

(10) the amount of extraordinary, nonrecurring or unusual losses or charges (including all fees, expenses or charges incurred
in connection with acquisitions, mergers, consolidations, restructurings and dispositions after the Issue Date); 
 (11) any
non-cash compensation charge or expense, including any such charge or expense arising from the grants of stock appreciation or similar rights, stock options, restricted stock or other rights or equity incentive programs; 

(12) any net after-tax effect of income (loss) from the early extinguishment or conversion of (a) Indebtedness,
(b) hedging obligations or (c) other derivative instruments; 
 (13) any impairment charge or asset write-off or
write-down, including impairment charges or asset write-offs or write-downs related to goodwill, 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; 
 (14) any non-cash income (or loss) related to the
recording of the fair market value of Interest Swap Obligations and Currency Agreements entered into in the ordinary course of business and not for speculative purposes; and 

(15) the amount of any earn-out payments, contingent consideration or deferred purchase price of any kind in conjunction with
acquisitions. 
 “Consolidated Non-cash Charges” means, with respect to any Person, for any period, the aggregate
depreciation, amortization and other non-cash expenses of such Person and its Restricted Subsidiaries reducing Consolidated Net Income of such Person and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance
with GAAP (excluding any such charges constituting an extraordinary item or loss or any such charge which requires an accrual of or a reserve for cash charges for any future period). 

“Corporate Trust Office of the Trustee” means the office of the Trustee at which at any time at which its corporate trust
business shall be principally administered on the date hereof, the address of the Trustee specified in Section 12.2 or such other address as to which the Trustee may give notice to the Company. 

“Consolidated Secured Leverage Ratio” means, as of the date of determination, the ratio of (a) the total Indebtedness of
the Company and its Restricted Subsidiaries as of the end of the most recent fiscal quarter for which internal financial statements are available that is secured by Liens (other than property or assets held in a defeasance or similar trust or
arrangement for the benefit of the Indebtedness secured thereby) to (b) Consolidated EBITDA of the Company and its Restricted Subsidiaries for the most recently ended four fiscal quarters ending immediately prior to such date for which internal
financial statements are available, with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Consolidated Fixed Charge Coverage Ratio.” 

“Credit Agreement” means the Amended and Restated ABL Credit Agreement dated as of December 14, 2015, as amended from
time to time, between the Company, certain of the Company’s subsidiaries, the lenders party thereto in their capacities as lenders thereunder, Deutsche Bank AG, New York Branch, as administrative agent (the “Agent”), together
with the related documents thereto (including, without limitation, any notes, guarantee agreements and security documents), in each case as such agreements may be amended (including any amendment and restatement thereof), supplemented or otherwise
modified from time to time, including one or more credit agreements, loan agreements, indentures or similar agreements extending the maturity of, refinancing, 

  
 -7- 








 
replacing, renewing or otherwise restructuring (including increasing the amount of available credit thereunder or adding Subsidiaries of the Company as additional borrowers or guarantors
thereunder) all or any portion of the Indebtedness under such agreement or agreements or any successor or replacement agreement or agreements and whether by the same or any other agent, lender or group of lenders. 

“Credit Facilities” means one or more of (i) the Credit Agreement and (ii) any other facilities or arrangements
designated by the Company, in each case with one or more banks or other lenders or institutions, providing for revolving credit loans, term loans, receivables or fleet financings (including without limitation through the sale of receivables or fleet
assets to such institutions or to special purpose entities formed to borrow from such institutions against such receivables or fleet assets or the creation of any Liens in respect of such receivables or fleet assets in favor of such institutions),
letters of credit or other Indebtedness, in each case, including all agreements, instruments and documents executed and delivered pursuant to or in connection with any of the foregoing, including but not limited to any notes and letters of credit
issued pursuant thereto and any guarantee and collateral agreement, patent and trademark security agreement, mortgages or letter of credit applications and other guarantees, pledge agreements, security agreements and collateral documents, in each
case as the same may be amended, supplemented, waived or otherwise modified from time to time, or refunded, refinanced, restructured, replaced, renewed, repaid, increased or extended from time to time (whether in whole or in part, whether with the
original banks, lenders or institutions or other banks, lenders or institutions or otherwise, and whether provided under any original Credit Agreement or one or more other credit agreements, indentures, financing agreements or other Credit
Facilities or otherwise). Without limiting the generality of the foregoing, the term “Credit Facility” shall include any agreement (i) changing the maturity of any Indebtedness Incurred thereunder or contemplated thereby,
(ii) adding Subsidiaries as additional borrowers or guarantors thereunder, (iii) increasing the amount of Indebtedness Incurred thereunder or available to be borrowed thereunder or (iv) otherwise altering the terms and conditions
thereof. 
 “Currency Agreement” means any foreign exchange contract, currency swap agreement or other similar agreement or
arrangement designed to protect the Company or any Restricted Subsidiary of the Company against fluctuations in currency values. 

“Default” means an event or condition the occurrence of which is, or with the lapse of time or the giving of notice or both
would be, an Event of Default. 
 “Depositary” means, with respect to the Notes issuable in whole or in part in global
form, the Person specified in Section 2.6(g) as the Depositary with respect to the Notes, until a successor shall have been appointed and become such pursuant to the applicable provisions hereof, and, thereafter, “Depositary” shall
mean or include such successor. 
 “Disqualified Capital Stock” means that portion of any Capital Stock which, by its terms
(or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder thereof), or upon the happening of any event (other than an event which would constitute a Change of Control), matures or is
mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the sole option of the holder thereof (except, in each case, upon the occurrence of a Change of Control) on or prior to the final maturity date of the
Notes. 
 “Domestic Restricted Subsidiary” means a Restricted Subsidiary incorporated or otherwise organized or existing
under the laws of the United States, any state thereof or the District of Columbia. 
 “Equity Offering” means a public or
private equity offering of Qualified Capital Stock of the Company or any of its Subsidiaries other than: 
 (1) public
offerings with respect to the common stock of the Company or any Subsidiary registered on Form S-8; and 
 (2) issuances to
any Subsidiary of the Company. 
 “Euroclear” means Euroclear Bank, S.A./N.V., as operator of the Euroclear System. 

  
 -8- 








 “Exchange Act” means the Securities Exchange Act of 1934, as amended, or any
successor statute or statutes thereto. 
 “Exchange Notes” means the 5.875% Senior Notes due 2024 issued in exchange for
the Initial Notes, which Exchange Notes are registered under the Securities Act and issued pursuant to the terms of a certain registration rights agreement dated the Issue Date by and among the Company, the Guarantors and the initial purchasers
named therein. 
 “Exchange Offer” means the offer that shall be made by the Company pursuant to the Registration Rights
Agreement to exchange Series A Notes for Series B Notes. 
 “fair market value” means, with respect to any asset
or property, the price which could be negotiated in an arm’s-length, free-market transaction, for cash, between a willing seller and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction.

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

“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting
Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as may be approved by a significant segment of
the accounting profession of the United States, which are in effect as of the Issue Date. 
 “Guarantee” means a guarantee
of the Notes by a Guarantor. 
 “Guarantor” means each of the Company’s Domestic Restricted Subsidiaries that
(i) executes this Indenture on the Issue Date or (ii) in the future executes a supplemental indenture in which such Restricted Subsidiary agrees to be bound by the terms of this Indenture as a Guarantor; provided that any Person
constituting a Guarantor as described above shall cease to constitute a Guarantor when its respective Guarantee is released in accordance with the terms of this Indenture. 

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

“Immaterial Subsidiary” means any Domestic Restricted Subsidiary which is not a Significant Subsidiary and is not a borrower
under or a guarantor of indebtedness under the Credit Agreement. 
 “Indebtedness” means with respect to any Person,
without duplication: 
 (1) all Obligations of such Person for borrowed money; 

(2) all Obligations of such Person evidenced by bonds, debentures, notes or other similar instruments; 

(3) all Capitalized Lease Obligations of such Person; 

(4) all Obligations of such Person issued or assumed as the deferred purchase price of property, all conditional sale
obligations and all Obligations under any title retention agreement (but excluding trade accounts payable and other accrued liabilities arising in the ordinary course of business that are not overdue by 90 days or more or are being contested in good
faith by appropriate proceedings promptly instituted and diligently conducted); 
 (5) all Obligations for the reimbursement
of any obligor on any letter of credit, banker’s acceptance or similar credit transaction; 

  
 -9- 








 (6) guarantees and other contingent obligations in respect of Indebtedness
referred to in clauses (1) through (5) above and clause (8) below; 
 (7) all Obligations of any other Person
of the type referred to in clauses (1) through (6) which are secured by any lien on any property or asset of such Person, the amount of such Obligation being deemed to be the lesser of the fair market value of such property or asset or the
amount of the Obligation so secured; 
 (8) all Obligations under currency agreements and interest swap agreements of such
Person; and 
 (9) all Disqualified Capital Stock issued by such Person with the amount of Indebtedness represented by such
Disqualified Capital Stock being equal to the greater of its voluntary or involuntary liquidation preference and its maximum fixed repurchase price, but excluding accrued dividends, if any; 

if and to the extent any of the preceding items (other than letters or credit) would appear as a liability upon a balance sheet of the specified Person
prepared in accordance with GAAP. 
 Notwithstanding the foregoing, the term “Indebtedness” will exclude: 

(1) in connection with the purchase by the Company or any Restricted Subsidiary of any business, post-closing payment
adjustments to which the seller may become entitled to the extent such payment is determined by a final closing balance sheet or such payment depends on the performance of such business after the closing; provided, however, that, at
the time of closing, the amount of any such payment is not determinable and, to the extent such payment thereafter becomes fixed and determined, the amount is paid within 60 days thereafter; 

(2) any liability for federal, state, local or other taxes; and 

(3) any Indebtedness defeased or that is subject to an irrevocable notice of redemption. 

For purposes hereof, the “maximum fixed repurchase price” of any Disqualified Capital Stock which does not have a fixed repurchase
price shall be calculated in accordance with the terms of such Disqualified Capital Stock as if such Disqualified Capital Stock were purchased on any date on which 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 Capital Stock, such fair market value shall be determined reasonably and in good faith by the Board of Directors of the issuer of such Disqualified Capital Stock.

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

“Independent Financial Advisor” means a firm: (1) which does not, and whose directors, officers and employees or
Affiliates do not, have a direct or indirect financial interest in the Company; and (2) which, in the judgment of the Board of Directors of the Company, is otherwise independent and qualified to perform the task for which it is to be engaged.

 “Independent Investment Bank” means one of the Reference Treasury Dealers appointed by the Company. 

“Initial Notes” means the 5.875% Senior Notes due 2024 issued under this Indenture and not registered under the Securities
Act. 
 “Initial Purchasers” means Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, J.P. Morgan Securities LLC, Barclays Capital Inc., BNP Paribas Securities Corp., BBVA Securities Inc. and Mitsubishi UFJ Securities (USA), Inc. 

  
 -10- 








 “Interest Swap Obligations” means the obligations of any Person pursuant to any
arrangement with any other Person, whereby, directly or indirectly, such Person is entitled to receive from time to time periodic payments calculated by applying either a floating or a fixed rate of interest on a stated notional amount in exchange
for periodic payments made by such other Person calculated by applying a fixed or a floating rate of interest on the same notional amount and shall include, without limitation, interest rate swaps, caps, floors, collars and similar agreements. 

“Investment” means, with respect to any Person, any direct or indirect loan or other extension of credit (including, without
limitation, a guarantee) or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or any purchase or acquisition by such Person of any Capital
Stock, bonds, notes, debentures or other securities or evidences of Indebtedness issued by, any other Person. “Investment” shall exclude (i) extensions of trade credit by the Company and its Restricted Subsidiaries on commercially
reasonable terms in accordance with normal trade practices of the Company or such Restricted Subsidiary, as the case may be; (ii) the acquisition of property and assets from suppliers and other vendors in the normal course of business and
consistent with past practice; and (iii) prepaid expenses and workers’ compensation, utility, lease and similar deposits, in the normal course of business and consistent with past practice. If the Company or any Restricted Subsidiary of
the Company sells or otherwise disposes of any Common Stock of any direct or indirect Restricted Subsidiary of the Company such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary, the Company
shall be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Common Stock of such Restricted Subsidiary not sold or disposed of. 

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or equivalent) by Moody’s or BBB- (or equivalent)
by S&P, or an equivalent rating by any other Rating Agency. 
 “Issue Date” means May 9, 2016. 

“Lien” means any lien, mortgage, deed of trust, pledge, security interest, charge or encumbrance of any kind (including any
conditional sale or other title retention agreement, any lease in the nature thereof and any agreement to give any security interest). 

“Moody’s” means Moody’s Investors Service, Inc. or any successor to the rating agency business thereof. 

“Net Cash Proceeds” means, with respect to any Asset Sale, the proceeds in the form of cash or Cash Equivalents including
payments in respect of deferred payment obligations when received in the form of cash or Cash Equivalents (other than the portion of any such deferred payment constituting interest) received by the Company or any of its Restricted Subsidiaries from
such Asset Sale net of: 
 (1) reasonable out-of-pocket expenses and fees relating to such Asset Sale (including, without
limitation, legal, accounting and investment banking fees and sales commissions); 
 (2) taxes paid or payable after taking
into account any reduction in consolidated tax liability due to available tax credits or deductions and any tax sharing arrangements; 

(3) repayment of Indebtedness that is secured by the property or assets that are the subject of such Asset Sale; 

(4) amounts required to be paid to any Person owning a beneficial interest in or having a Lien on the assets subject to the
Asset Sale; and 
 (5) appropriate amounts to be provided by the Company or any Restricted Subsidiary, as the case may be, as
a reserve, in accordance with GAAP, against any liabilities associated with such Asset Sale and retained by the Company or any Restricted Subsidiary, as the case may be, after such Asset Sale, 

  
 -11- 








 
including, without limitation, pension and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated
with such Asset Sale. 
 “Note Custodian” means DBTCA, as custodian with respect to the Notes in global form, or any
successor entity thereto. 
 “Notes” means the Series A Notes and the Series B Notes, if any, that are issued
under this Indenture, as amended or supplemented from time to time, including Additional Notes, if any, and any Exchange Notes, if any. 

“Obligations” means all obligations for principal, premium, interest, penalties, fees, indemnifications, reimbursements,
damages and other liabilities payable under the documentation governing any Indebtedness. 
 “Officer” means, (a) with
respect to any Person that is a corporation, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Chief Operating Officer, the Treasurer, the Controller, the Secretary
or any Vice-President of such Person and (b) with respect to any other Person, the individuals selected by such Person to perform functions similar to those of the officers listed in clause (a). 

“Officers’ Certificate” means a certificate signed on behalf of the Company by two Officers of the Company, one of whom
must be the Chief Executive Officer, the Chief Financial Officer or the principal accounting officer of the Company, that meets the requirements of Section 12.5. 

“Opinion of Counsel” means an opinion from legal counsel who is reasonably acceptable to the Trustee that meets the
requirements of Section 12.5. The counsel may be an employee of or counsel to the Company, any Subsidiary of the Company. 

“outstanding” shall have the meaning in Section 2.8 hereof. 

“Pari Passu Debt” means any Indebtedness of the Company or any Guarantor that ranks pari passu in right of payment with the
Notes or such Guarantee, as applicable. 
 “Permitted Business” means any business conducted by the Company on the Issue
Date, any reasonable extension thereof, and any additional business reasonably ancillary, incidental, complementary or related to, or a reasonable extension, development or expansion of, the business conducted by the Company and the Restricted
Subsidiaries on the Issue Date, in each case, as determined in good faith by the Board of Directors of the Company. 
 “Permitted
Indebtedness” means, without duplication, each of the following: 
 (1) Indebtedness under the Notes issued on the
Issue Date in an aggregate principal amount not to exceed $250.0 million; 
 (2) (a) Indebtedness incurred pursuant to one or
more Credit Facilities and (b) Indebtedness incurred pursuant to a Qualified Securitization Transaction in an aggregate principal amount at any time outstanding for Indebtedness incurred under clause (a) and this clause (b) not to
exceed the greater of (i) $1,500.0 million less the amount of all required permanent repayments (which are accompanied by a corresponding permanent commitment reduction) thereunder with the Net Cash Proceeds from Asset Sales and
(ii) $100.0 million plus the Borrowing Base; 
 (3) other Indebtedness of the Company and its Restricted Subsidiaries
outstanding on the Issue Date reduced by the amount of any scheduled amortization payments or mandatory prepayments when actually paid or permanent reductions thereon; 

(4) Interest Swap Obligations of the Company or any Restricted Subsidiary of the Company covering Indebtedness of the Company
or any of its Restricted Subsidiaries; provided, however, that such 

  
 -12- 








 
Interest Swap Obligations are entered into to protect the Company and its Restricted Subsidiaries from fluctuations in interest rates on its outstanding Indebtedness to the extent the notional
principal amount of such Interest Swap Obligation does not, at the time of the incurrence thereof, exceed the principal amount of the Indebtedness to which such Interest Swap Obligation relates; 

(5) Indebtedness under Currency Agreements; provided that in the case of Currency Agreements which relate to Indebtedness, such
Currency Agreements do not increase the Indebtedness of the Company and its Restricted Subsidiaries outstanding other than as a result of fluctuations in foreign currency exchange rates or by reason of fees, indemnities and compensation payable
thereunder; 
 (6) Indebtedness of a Restricted Subsidiary of the Company to the Company or to a Restricted Subsidiary of the
Company for so long as such Indebtedness is held by the Company or a Restricted Subsidiary of the Company or the holder of a Lien permitted under this Indenture, in each case subject to no Lien held by a Person other than the Company or a Restricted
Subsidiary of the Company or the holder of a Lien permitted under this Indenture; provided that if as of any date any Person other than the Company or a Restricted Subsidiary of the Company or the holder of a Lien permitted under this Indenture owns
or holds any such Indebtedness or holds a Lien in respect of such Indebtedness, such date shall be deemed the incurrence of Indebtedness not constituting Permitted Indebtedness under this clause (6) by the issuer of such Indebtedness; 

(7) Indebtedness of the Company to a Restricted Subsidiary of the Company for so long as such Indebtedness is held by a
Restricted Subsidiary of the Company or the holder of a Lien permitted under this Indenture, in each case subject to no Lien other than a Lien permitted under this Indenture; provided that (a) any Indebtedness of the Company to any Restricted
Subsidiary of the Company that is not a Guarantor is unsecured and subordinated, pursuant to a written agreement, to the Company’s obligations under this Indenture and the Notes and (b) if as of any date any Person other than a Restricted
Subsidiary of the Company or the holder of a Lien permitted under this Indenture owns or holds any such Indebtedness or any Person holds a Lien in respect of such Indebtedness, such date shall be deemed the incurrence of Indebtedness not
constituting Permitted Indebtedness under this clause (7) by the Company; 
 (8) Indebtedness arising from the honoring
by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness
is extinguished within five business days of incurrence; 
 (9) Indebtedness of the Company or any of its Restricted
Subsidiaries in respect of performance bonds, bankers’ acceptances, workers’ compensation claims, surety or appeal bonds, payment obligations in connection with self-insurance or similar obligations, and bank overdrafts (and letters of
credit in respect thereof) in the ordinary course of business; 
 (10) Indebtedness represented by Capitalized Lease
Obligations and Purchase Money Indebtedness of the Company and its Restricted Subsidiaries incurred in the ordinary course of business in an aggregate principal amount not to exceed the greater of (x) $100.0 million and (y) 8.5% of
Consolidated Assets of the Company at any one time outstanding; 
 (11) Refinancing Indebtedness; 

(12) Indebtedness represented by guarantees by the Company or its Restricted Subsidiaries of Indebtedness otherwise permitted
to be incurred under this Indenture; 
 (13) Indebtedness of the Company or any Restricted Subsidiary consisting of
guarantees, indemnities or obligations in respect of purchase price adjustments in connection with the acquisition or disposition of assets; 

  
 -13- 








 (14) Acquired Indebtedness of the Company or any Restricted Subsidiary, in an
aggregate principal amount not to exceed the sum of (x) $20.0 million plus (y) an amount such that after giving effect to such incurrence of Indebtedness and the related transactions, the Consolidated Fixed Charge Coverage Ratio of the
Company shall be no less than such ratio immediately prior to such transactions; provided that amounts set forth in this clause (y) may be utilized prior to amounts set forth in clause (x); 

(15) additional Indebtedness of the Company and its Restricted Subsidiaries in an aggregate principal amount not to exceed at
any one time outstanding the greater of (x) $100.0 million and (y) 8.5% of Consolidated Assets of the Company (which amount may, but need not, be incurred in whole or in part under one or more Credit Facilities); and 

(16) Indebtedness of Foreign Subsidiaries that are Restricted Subsidiaries in an aggregate principal amount not to exceed at
any one time outstanding the greater of (x) $75.0 million and (y) 6.0% of Consolidated Assets of Foreign Subsidiaries. 
 For
purposes of determining compliance with Section 4.9, (1) in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (1) through (16) above or is
entitled to be incurred pursuant to the Consolidated Fixed Charge Coverage Ratio provisions of Section 4.9, the Company shall, in its sole discretion, classify (or later reclassify) such item of Indebtedness in any manner that complies with
this definition; provided that all Indebtedness outstanding under the Credit Agreement up to the maximum amount permitted under clause (2) of this definition above shall be deemed to have been incurred pursuant to clause (2) of this
definition; (2) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligations arising under any guarantee, lien, letter of credit or similar instrument supporting such Indebtedness shall be
disregarded; (3) the maximum amount of Indebtedness that the Company or a Restricted Subsidiary may incur pursuant to Section 4.9 shall not be deemed to be exceeded, with respect to any outstanding Indebtedness, due solely to the result of
fluctuations in the exchange rates of currencies; and (4) the accrual of interest, accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and
the payment of dividends on Disqualified Capital Stock in the form of additional shares of the same class of Disqualified Capital Stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Capital Stock for purposes
of Section 4.9. 
 “Permitted Investments” means: 

(1) Investments by the Company or any Restricted Subsidiary of the Company in any Person that is or will become immediately
after such Investment a Restricted Subsidiary of the Company or that will merge or consolidate into the Company or a Restricted Subsidiary of the Company; 

(2) Investments in the Company by any Restricted Subsidiary of the Company; 

(3) investments in cash and Cash Equivalents; 

(4) loans and advances to employees, directors and officers of the Company and its Restricted Subsidiaries in the ordinary
course of business for bona fide business purposes not in excess of $1.0 million at any one time outstanding; 
 (5) Currency
Agreements and Interest Swap Obligations entered into in the ordinary course of the Company’s or its Restricted Subsidiaries’ businesses and otherwise in compliance with this Indenture; 

(6) additional Investments in an aggregate principal amount not to exceed the greater of (x) $100.0 million and
(y) 8.5% of Consolidated Assets of the Company at any one time outstanding; 
 (7) Investments in securities of trade
creditors or customers received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers or in good faith settlement of delinquent obligations of such trade creditors or
customers; 

  
 -14- 








 (8) Investments made by the Company or its Restricted Subsidiaries as a result of
consideration received in connection with an Asset Sale made in compliance with Section 4.10; 
 (9) Investments
represented by guarantees that are otherwise permitted under this Indenture; 
 (10) Investments the payment for which is
Qualified Capital Stock of the Company; 
 (11) Investments in a Special Purpose Vehicle in connection with a Qualified
Securitization Transaction; provided, however, that the only assets transferred to such Special Purpose Vehicle consist of Receivables and related assets of such Special Purpose Vehicle; and 

(12) Investments in existence on the date of this Indenture and an Investment in any Person to the extent such Investment
replaces or refinances an Investment in such Person existing on the date of this Indenture in an amount not exceeding the amount of the Investment being replaced or refinanced; provided, however, that the new Investment is on terms and
conditions no less favorable to the Company and its Restricted Subsidiaries than the Investment being renewed or replaced. 

“Permitted Liens” means the following types of Liens: 

(1) Liens for taxes, assessments or governmental charges or claims either (a) not delinquent or (b) contested in good
faith by appropriate proceedings and as to which the Company or its Restricted Subsidiaries shall have set aside on its books such reserves as may be required pursuant to GAAP; 

(2) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, suppliers, materialmen, repairmen and other
Liens imposed by law incurred in the ordinary course of business for sums not yet delinquent or being contested in good faith, if such reserve or other appropriate provision, if any, as shall be required by GAAP shall have been made in respect
thereof; 
 (3) Liens incurred or deposits made in the ordinary course of business in connection with workers’
compensation, unemployment insurance and other types of social security, including any Lien securing letters of credit issued in the ordinary course of business consistent with past practice in connection therewith, or to secure the performance of
tenders, statutory obligations, surety and appeal bonds, bids, leases, warranty requirements, government contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money);

 (4) judgment Liens not giving rise to an Event of Default so long as such Lien is adequately bonded and any appropriate
legal proceedings which may have been duly initiated for the review of such judgment shall not have been finally terminated or the period within which such proceedings may be initiated shall not have expired; 

(5) easements, rights-of-way, zoning restrictions and other similar charges or encumbrances in respect of real property not
interfering in any material respect with the ordinary conduct of the business of the Company or any of its Restricted Subsidiaries; 

(6) any interest or title of a lessor under any Capitalized Lease Obligation; provided that such Liens do not extend to
any property or assets which is not leased property subject to such Capitalized Lease Obligation other than proceeds thereof; 

(7) Liens securing Purchase Money Indebtedness incurred or in the ordinary course of business; provided, however,
that (a) such Purchase Money Indebtedness shall not exceed the purchase price or other cost of such property or equipment and shall not be secured by any property or equipment of the Company or any Restricted Subsidiary of the Company other
than the property and equipment so acquired and (b) the Lien securing such Purchase Money Indebtedness shall be created within 90 days of such acquisition; 

  
 -15- 








 (8) Liens upon specific items of inventory or other goods and proceeds of any
Person securing such Person’s obligations in respect of letters of credit or bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods; 

(9) Liens securing reimbursement obligations with respect to commercial letters of credit which encumber documents and other
property relating to such letters of credit and products and proceeds thereof; 
 (10) Liens encumbering deposits made to
secure obligations arising from statutory, regulatory, contractual, or warranty requirements of the Company or any of its Restricted Subsidiaries, including rights of offset and set-off; 

(11) Liens securing Interest Swap Obligations which Interest Swap Obligations relate to Indebtedness that is otherwise
permitted under this Indenture; 
 (12) Liens securing Indebtedness under Currency Agreements; 

(13) Liens securing Acquired Indebtedness incurred in accordance with Section 4.9; provided that: 

(a) such Liens secured such Acquired Indebtedness at the time of and prior to the incurrence of such Acquired Indebtedness by
the Company or a Restricted Subsidiary of the Company and were not granted in connection with, or in anticipation of, the incurrence of such Acquired Indebtedness by the Company or a Restricted Subsidiary of the Company, and 

(b) such Liens do not extend to or cover any property or assets of the Company or of any of its Restricted Subsidiaries other
than the property or assets that secured the Acquired Indebtedness prior to the time such Indebtedness became Acquired Indebtedness of the Company or a Restricted Subsidiary of the Company and are no more favorable to the lienholders than those
securing the Acquired Indebtedness prior to the incurrence of such Acquired Indebtedness by the Company or a Restricted Subsidiary of the Company; 

(14) Liens on assets of a Restricted Subsidiary of the Company that is not a Guarantor to secure Indebtedness of such
Restricted Subsidiary that is otherwise permitted under this Indenture; 
 (15) leases, subleases, licenses and sublicenses
granted to others that do not materially interfere with the ordinary cause of business of the Company and its Restricted Subsidiaries; 

(16) banker’s Liens, rights of setoff and similar Liens with respect to cash and Cash Equivalents on deposit in one or
more bank accounts in the ordinary course of business; 
 (17) Liens arising from filing Uniform Commercial Code financing
statements regarding leases; 
 (18) Liens in favor of customs and revenue authorities arising as a matter of law to secure
payments of customs duties in connection with the importation of goods; 
 (19) Liens securing Indebtedness permitted
to be incurred pursuant to clause (15) or (16) of the definition of “Permitted Indebtedness”; provided that, in the case of clause (16), such Liens do not extend to any assets other than the assets of such Foreign
Subsidiaries; 
 (20) Liens on Receivables to reflect sales of receivables pursuant to a Qualified Securitization
Transaction; 

  
 -16- 








 (21) other Liens securing obligations or Indebtedness for borrowed money with
respect to property or assets with an aggregate fair market value (valued at the time of creation thereof) of not more than $50.0 million at any time in the aggregate; and 

(22) deposits made in the ordinary course of business to secure liability to insurance carriers. 

“Person” means an individual, partnership, corporation, unincorporated organization, trust or joint venture, or a
governmental agency or political subdivision thereof. 
 “Preferred Stock” of any Person means any Capital Stock of such
Person that has preferential rights to any other Capital Stock of such Person with respect to dividends or redemptions or upon liquidation. 

“Purchase Date” means, with respect to any Note to be repurchased, the date fixed for such repurchase by or pursuant to this
Indenture. 
 “Purchase Money Indebtedness” means Indebtedness of the Company and its Restricted Subsidiaries incurred in
the normal course of business for the purpose of financing all or any part of the purchase price, or the cost of installation, construction or improvement, of property or equipment. 

“Purchase Price” means the amount payable for the repurchase of any Note on a Purchase Date, exclusive of accrued and unpaid
interest and Additional Interest (if any) thereon to the Purchase Date, unless otherwise specifically provided. 
 “QIB”
means a qualified institutional buyer as defined in Rule 144A under the Securities Act. 
 “Qualified Capital Stock” means
any Capital Stock that is not Disqualified Capital Stock. 
 “Qualified Securitization Transaction” means any transaction
or series of transactions that may be entered into by the Company or any Restricted Subsidiary in connection with or reasonably related to a transaction or series of transactions in which the Company or any Restricted Subsidiary may sell, convey or
otherwise transfer to (1) a Special Purpose Vehicle or (2) any other Person, or may grant a security interest in, any equipment and related assets (including contract rights) or Receivables or interests therein secured by goods or services
financed thereby (whether such Receivables are then existing or arising in the future) of the Company or any Restricted Subsidiary, and any assets relating thereto including, without limitation, all security or ownership interests in goods or
services financed thereby, the proceeds of such Receivables, and other assets which are customarily sold or in respect of which security interests are customarily granted in connection with securitization transactions involving such assets, as any
agreement governing any such transactions may be renewed, refinanced, amended, restated or modified from time to time. 
 “Rating
Agency” means (1) each of Moody’s and S&P and (2) if Moody’s or S&P ceases to rate the Notes for reasons outside the Company’s control, a “nationally recognized statistical rating organization”
within the meaning of Section 3(a)(62) of the Exchange Act, selected by the Company or any parent company of the Company as a replacement agency for Moody’s or S&P, as the case may be. 

“Receivables” means any right of payment from or on behalf of any obligor, whether constituting an account, chattel paper,
instrument, general intangible or otherwise, arising from the financing by the Company or any Restricted Subsidiary of goods or services, and monies due thereunder, security or ownership interests in the goods and services financed thereby, records
relating thereto, and the right to payment of any interest or finance charges and other obligations with respect thereto, proceeds from claims on insurance policies related thereto, any other proceeds related thereto, and other related rights. 

“Redemption Date” means, with respect to any Note to be redeemed, the date fixed for such redemption by or pursuant to this
Indenture. 

  
 -17- 








 “Redemption Price” means the amount payable for the redemption of any Note on a
Redemption Date, exclusive of accrued and unpaid interest and Additional Interest (if any) thereon to the Redemption Date, unless otherwise specifically provided. 

“Reference Treasury Dealer” means Deutsche Bank Securities Inc. and its successors; provided, however, that if it
shall cease to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the Company shall substitute therefor another Primary Treasury Dealer. 

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the
average, as determined by the Company, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Company by such Reference Treasury Dealer at 5:00 p.m. on
the third business day preceding such Redemption Date. 
 “Refinance” means, in respect of any security or Indebtedness, to
refinance, extend, renew, refund, repay, prepay, redeem, defease or retire, or to issue a security or Indebtedness in exchange or replacement for, such security or Indebtedness in whole or in part. “Refinanced” and
“Refinancing” shall have correlative meanings. 
 “Refinancing Indebtedness” means any Refinancing by the
Company or any Restricted Subsidiary of the Company of Indebtedness incurred in accordance with Section 4.9 (other than pursuant to clauses (2), (4), (5), (6), (7), (8), (9), (10), (12), (13), (15) or (16) of the definition of
“Permitted Indebtedness”), in each case that does not: 
 (1) result in an increase in the aggregate principal
amount of Indebtedness of such Person as of the date of such proposed Refinancing above the sum of (i) the aggregate principal amount of such Indebtedness, plus (ii) the accrued interest on and amount of any premium required to be paid
under the terms of the instrument governing such Indebtedness, plus (iii) the amount of reasonable expenses incurred by the Company in connection with such Refinancing; or 

(2) create Indebtedness with: (a) a Weighted Average Life to Maturity that is less than the Weighted Average Life to
Maturity of the Indebtedness being Refinanced; or (b) a final maturity earlier than the final maturity of the Indebtedness being Refinanced; 

provided that (x) if such Indebtedness being Refinanced is Indebtedness solely of the Company (and is not otherwise guaranteed by a Restricted
Subsidiary of the Company), then such Refinancing Indebtedness shall be Indebtedness solely of the Company and (y) if such Indebtedness being Refinanced is subordinate or junior to the Notes or any Guarantee, then such Refinancing Indebtedness
shall be subordinate to the Notes or such Guarantee, as the case may be, at least to the same extent and in the same manner as the Indebtedness being Refinanced. 

“Registration Rights Agreement” means the registration rights agreement dated as of the Issue Date among the Company and the
Initial Purchasers. 
 “Regulation S” means Regulation S as promulgated under the Securities Act. 

“Responsible Officer” means, when used with respect to the Trustee, any officer of the Trustee within its Corporate Trust
Department assigned by the Trustee to administer this Indenture and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular
subject. 
 “Restricted Period” means, with respect to any Regulation S Global Note, the period of 40 consecutive days
beginning on and including the later of (a) the day on which such Notes are first offered to persons other than distributors (as defined in Regulation S) in reliance on Regulation S and (b) the Issue Date. 

“Restricted Subsidiary” of any Person means any Subsidiary of such Person which at the time of determination is not an
Unrestricted Subsidiary. 

  
 -18- 








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

“S&P” means Standard & Poor’s Ratings Group or any successor to the rating agency business thereof. 

“Sale and Leaseback Transaction” means any direct or indirect arrangement with any Person or to which any such Person is a
party, providing for the leasing to the Company or a Restricted Subsidiary of any property, whether owned by the Company or any Restricted Subsidiary at the Issue Date or later acquired, which has been or is to be sold or transferred by the Company
or such Restricted Subsidiary to such Person or to any other Person from whom funds have been or are to be advanced by such Person on the security of such property. 

“Securities Act” means the Securities Act of 1933, as amended. 

“Series A Notes” means the Company’s 5.875% Senior Notes due 2024 issued under this Indenture and not registered under
the Securities Act, whether issued on the Issue Date or thereafter, including any Additional Notes, if applicable. 
 “Series B
Notes” means notes issued by the Company hereunder containing terms identical to the Series A Notes (except that (i) interest and Additional Interest (if any) thereon shall accrue from the last date on which interest was paid on
the Series A Notes or, if no such interest has been paid, from the date of original issuance, (ii) the legend or legends relating to transferability and other related matters set forth on the Series A Notes shall be removed or
appropriately altered, and (iii) as otherwise set forth herein), to be offered to Holders of Series A Notes in exchange for such Series A Notes pursuant to the Exchange Offer or any exchange offer specified in any registration rights
agreement relating to Additional Notes or in a registered public offering of Additional Notes. 
 “Significant Subsidiary”,
with respect to any Person, means any Restricted Subsidiary of such Person that satisfies the criteria for a “significant subsidiary” set forth in Rule 1.02(w) of Regulation S-X under the Exchange Act. 

“Special Purpose Vehicle” means a bankruptcy-remote entity or trust or other special purpose entity that is formed by the
Company, any Subsidiary of the Company or any other Person for the purpose of, and engages in no material business other than in connection with a Qualified Securitization Transaction or other similar transactions of Receivables or other similar or
related assets. 
 “Stated Maturity” means, with respect to any installment of interest or principal on any series of
Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and will not include any contingent obligations to repay, redeem or repurchase any such interest
or principal prior to the date originally scheduled for the payment thereof. 
 “Subordinated Indebtedness” means
Indebtedness of the Company or any Guarantor that is subordinated or junior in right of payment to the Notes or the Guarantee of such Guarantor, as the case may be. 

“Subsidiary”, with respect to any Person, means: 

(1) any corporation of which the outstanding Capital Stock having at least a majority of the votes entitled to be cast in the
election of directors under ordinary circumstances shall at the time be owned, directly or indirectly, by such Person; or 

(2) any other Person of which at least a majority of the voting interest under ordinary circumstances is at the time, directly
or indirectly, owned by such Person. 
 “TIA” means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb)
as in effect on the date on which this Indenture is qualified under the TIA; provided that in the event the Trust Indenture Act of 1939 is amended after such date, “TIA” means, to the extent required by any such amendment, the Trust
Indenture Act of 1939 as so amended. 

  
 -19- 








 “Transfer Restricted Security” means a Note that is a restricted security as
defined in Rule 144(a)(3) under the Securities Act. 
 “Treasury Rate” means, with respect to any Redemption Date, the rate
per annum equal to the yield to maturity of the Comparable Treasury Issue, compounded semi-annually, assuming a price for such Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for
such Redemption Date. 
 “Trustee” means the party named as such above until a successor replaces it in accordance with the
applicable provisions of this Indenture, and thereafter means the successor serving hereunder. 
 “Unrestricted Subsidiary”
of any Person means: 
 (1) any Subsidiary of such Person that at the time of determination shall be or continue to be
designated an Unrestricted Subsidiary by the Board of Directors of such Person in the manner provided below; and 
 (2) any
Subsidiary of an Unrestricted Subsidiary. 
 The Board of Directors may designate any Subsidiary (including any newly acquired or newly
formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary owns any Capital Stock of, or owns or holds any Lien on any property of, the Company or any other Subsidiary of the Company that is not a Subsidiary of the Subsidiary to be
so designated; provided that: 
 (1) the Company certifies to the Trustee that such designation complies with
Section 4.7; and 
 (2) each Subsidiary to be so designated and each of its Subsidiaries has not at the time of
designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Company or any of
its Restricted Subsidiaries. 
 For purposes of making the determination of whether any such designation of a Subsidiary as an Unrestricted
Subsidiary complies with Section 4.7, the portion of the fair market value of the net assets of such Subsidiary of the Company at the time that such Subsidiary is designated as an Unrestricted Subsidiary that is represented by the interest of
the Company and its Restricted Subsidiaries in such Subsidiary, in each case as determined in good faith by the Board of Directors of the Company, shall be deemed to be an Investment. Such designation will be permitted only if such Investment would
be permitted at such time under Section 4.7. 
 The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted
Subsidiary only if: 
 (1) immediately after giving effect to such designation, the Company is able to incur at least $1.00
of additional Indebtedness (other than Permitted Indebtedness) in compliance with Section 4.9(a); and 
 (2) immediately
before and immediately after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing. 
 Any
such designation by the Board of Directors shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation
complied with the foregoing provisions. 
 “U.S. Government Securities” shall mean securities which are (i) direct
obligations of the United States of America for the payment of which its full faith and credit is pledged or (ii) obligations of a person controlled or supervised by and acting as an agency or instrumentality of the United States of America,
the payment of 

  
 -20- 








 
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 issuer
thereof, and shall also include a depository receipt issued by a bank or trust company as custodian with respect to any such U.S. Government Securities or a specific payment of interest on or principal of any such U.S. Government Securities held by
such custodian for the account of the holder of a depository receipt. 
 “U.S. Person” means any U.S. Person as defined in
Regulation S. 
 “Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of
years obtained by dividing (a) the then outstanding aggregate principal amount of such Indebtedness into (b) the sum of the total of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund,
serial maturity or other required payment of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) which will elapse between such date and the making of such
payment. 
 “Wholly Owned Restricted Subsidiary” of any Person means any Wholly Owned Subsidiary of such Person which at
the time of determination is a Restricted Subsidiary of such Person. 
 “Wholly Owned Subsidiary” of any Person means any
Subsidiary of such Person of which all the outstanding voting securities (other than in the case of a foreign Subsidiary, directors’ qualifying shares or an immaterial amount of shares required to be owned by other Persons pursuant to
applicable law) are owned by such Person or any Wholly Owned Subsidiary of such Person. 
 Section 1.2. Other Definitions. 

 

					
	 Term
	  	Defined in Section	 
	 “Act”
	  	 	1.5	(a) 
	 “Adjusted Net Assets”
	  	 	10.5	  
	 “Affiliate Transaction”
	  	 	4.11	  
	 “Agent Members”
	  	 	2.6	(b) 
	 “Certificated Notes”
	  	 	2.1	  
	 “Change of Control Offer”
	  	 	4.15	(a) 
	 “Change of Control Offer Period”
	  	 	3.9	(b) 
	 “Covenant Defeasance”
	  	 	8.3	  
	 “Covenant Suspension Event”
	  	 	4.20	(a) 
	 “Event of Default”
	  	 	6.1	  
	 “Foreign Person”
	  	 	2.6	(c) 
	 “Funding Guarantor”
	  	 	10.5	  
	 “Global Notes”
	  	 	2.1	  
	 “incur”
	  	 	4.9	(a) 
	 “Institutional Accredited Investors”
	  	 	2.1	  
	 “Legal Defeasance”
	  	 	8.2	  
	 “Net Proceeds Offer”
	  	 	4.10	  
	 “Net Proceeds Offer Payment Date”
	  	 	4.10	  
	 “Net Proceeds Offer Trigger Date”
	  	 	4.10	  
	 “Offshore Certificated Notes”
	  	 	2.1	  
	 “Paying Agent”
	  	 	2.3	  
	 “Private Placement Legend”
	  	 	2.6	(h) 
	 “Reference Date”
	  	 	4.7	(a)(iii)(w) 
	 “Registrar”
	  	 	2.3	  
	 “Regulation S Global Note”
	  	 	2.1	  
	 “Replacement Assets”
	  	 	4.10	(3)(b) 
	 “Restricted Payment”
	  	 	4.7	(a) 
	 “Reversion Date”
	  	 	4.20	(c) 
	 “Rule 144A Global Note”
	  	 	2.1	  


  
 -21- 









					
	 Term
	  	Defined in Section	 
	 “Special Redemption”
	  	 	3.8	  
	 “Suspended Covenants”
	  	 	4.20	(a) 
	 “Suspension Date”
	  	 	4.20	(b) 
	 “Suspension Period”
	  	 	4.20	(c) 
	 “Surviving Entity”
	  	 	5.1	(a)(1)(b) 
	 “U.S. Certificated Notes”
	  	 	2.1	  

 Section 1.3. Incorporation by Reference of Trust Indenture Act. 

Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. 

The following TIA terms used in this Indenture have the following meanings: 

“indenture securities” means the Notes; 

“indenture security holder” means a Holder; 

“indenture to be qualified” means this Indenture; 

“indenture trustee” or “institutional trustee” means the Trustee; 

“obligor” on the Notes means the Company and any successor obligor upon the Notes. 

All other terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by Commission rule
under the TIA have the meanings so assigned to them. 
 Section 1.4. Rules of Construction. 

Unless the context otherwise requires: 

(a) a term has the meaning assigned to it; 

(b) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP; 

(c) “or” is not exclusive; 

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

(e) references to sections of or rules under the Securities Act, the Exchange Act and the TIA shall be deemed to include
substitute, replacement and successor sections or rules adopted by the Commission from time to time unless otherwise specified. 
 Section 1.5. 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; and, except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby)
are herein sometimes referred to as the “Act” of Holders signing or bound by such instrument or instruments. Proof of execution of any such instrument or 

  
 -22- 








 
of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 7.1) conclusive in favor of the Trustee and the Company, if made in the
manner provided in this Section. 
 (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by
the affidavit of a witness of such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him or her
the execution thereof. Where such execution is by an officer of a corporation or a member of a partnership, on behalf of such corporation or partnership, such certificate or affidavit shall also constitute sufficient proof of his or her authority.

 (c) The ownership of Notes shall be proved by the register maintained by the Registrar. 

(d) Any request, demand, authorization, direction, notice, consent, waiver or other Act of 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 anything done or suffered to be done by the Trustee, the Paying Agent, the Registrar or
the Company in reliance thereon, whether or not notation of such action is made upon such Note. 
 ARTICLE II. 

THE NOTES 
 Section 2.1. Form and
Dating. 
 The Series A Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit
A. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage in addition to those set forth in Exhibit A. The Series B Notes shall be substantially in the form of Exhibit B. The
notation on each Note relating to the Guarantees, if any, shall be substantially in the form set forth in Exhibit C. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $2,000 and integral
multiples of $1,000 in excess thereof. 
 The terms and provisions contained in the Notes and Guarantees shall constitute, and are hereby
expressly made, a part of this Indenture, and the Company, the Guarantors, if any, and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. To the extent any provisions
contained in the Notes conflict with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. 

Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of a single permanent global Note in registered form,
substantially in the form set forth in Exhibit A (the “Rule 144A Global Note”), deposited with the Note Custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The
aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Note Custodian for the Depositary or its nominee, as hereinafter provided. 

Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued in the form of a single permanent global Note in
registered form substantially in the form set forth in Exhibit A (the “Regulation S Global Note”), deposited with the Note Custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as
hereinafter provided. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made in the records of the Note Custodian for the Depositary or its nominee, as hereinafter provided.

 Notes offered and sold to institutional accredited investors (as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act) (“Institutional Accredited Investors”), if any, shall be issued in the form of permanent U.S. Certificated Notes in registered form in substantially the form set forth in Exhibit A (the “U.S.
Certificated Notes”). Notes issued pursuant to Section 2.6 in exchange for interests in the Rule 144A Global Note or the 

  
 -23- 








 
Regulation S Global Note shall be in the form of permanent Certificated Notes in registered form substantially in the form set forth in Exhibit A (the “Offshore Certificated
Notes”), in the case of those issued in exchange for the Regulation S Global Note, and U.S. Certificated Notes, in the case of those issued in exchange for the Rule 144A Global Note. 

The Offshore Certificated Notes and U.S. Certificated Notes are sometimes collectively herein referred to as the “Certificated
Notes.” The Rule 144A Global Note and the Regulation S Global Note are sometimes referred to herein as the “Global Notes.” 

Section 2.2. Execution and Authentication. 

An Officer of the Company shall sign the Notes for the Company by manual or facsimile signature. 

If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be
valid. Each Guarantor, if any, shall execute a Guarantee in the manner set forth in Section 10.7. 
 A Note shall not be valid until
authenticated by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. 

The Trustee, upon a written order of the Company signed by two Officers of the Company, together with the other documents required by
Section 12.4, shall authenticate (i) Series A Notes for original issue on the Issue Date in the aggregate principal amount not to exceed $250.0 million and (ii) subsequent to the Issue Date and subject to Section 4.9,
Additional Notes. The Trustee, upon written order of the Company signed by two Officers of the Company, together with the other documents required by Sections 12.4 and 12.5 and an Opinion of Counsel as to the enforceability of the Notes, shall
authenticate Series B Notes; provided that such Series B Notes shall be issuable only upon the valid surrender for cancellation of Series A Notes of a like aggregate principal amount in accordance with the Exchange Offer or an
exchange offer specified in any registration rights agreement relating to Additional Notes or in connection with one or more registered public offerings of Additional Notes. Such written order of the Company shall specify the amount of Notes to be
authenticated and the date on which the original issue of Notes is to be authenticated. Any Additional Notes shall be part of the same issue as the Notes being issued on the Issue Date and will vote on all matters as one class with the Notes being
issued on the Issue Date, including, without limitation, waivers, amendments, redemptions, Change of Control Offers and Net Proceeds Offers. 

The Trustee may appoint an authenticating agent acceptable to the Company 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 the Company or an Affiliate of the
Company. 
 Section 2.3. Registrar and Paying Agent. 

The Company shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange
(“Registrar”) and an office or agency where Notes may be presented for payment (“Paying Agent”). The Registrar shall keep a register of the Notes and of their transfer and exchange. At the option of the Company,
payment of interest and Additional Interest (if any) may be made by check mailed to the Holders at their addresses set forth in the register of Holders, provided that payment by wire transfer of immediately available funds will be required
with respect to principal, Redemption Price and Purchase Price of, and interest and Additional Interest (if any) on, all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the Trustee or the
Paying Agent. The Company 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 agent. The
Company may change any Paying Agent or Registrar without notice to any Holder. The Company shall notify the Trustee in writing of the name and address of any Paying Agent not a party to this Indenture. If the Company fails to appoint or maintain
another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Paying Agent or Registrar. The Depositary shall, by acceptance of a Global Note, agree that transfers of beneficial
interests in such Global Note may be effected only 

  
 -24- 








 
through a book-entry system maintained by the Depositary (or its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry. 

The Company initially appoints DBTCA to act as the Registrar, Paying Agent and Transfer Agent and to act as Note Custodian with respect to the
Global Notes. 
 The Paying Agent is hereby authorized to enter into a letter of representations with the Depositary in the form provided by
the Company and to act in accordance with such letter. 
 Section 2.4. Paying Agents to Hold Money in Trust. 

The Company shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust for the benefit
of Holders or the Trustee all money held by the Paying Agent for the payment of principal of, premium, if any, interest and Additional Interest (if any) on the Notes, and will notify the Trustee in writing of any default by the Company 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 Company 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 Company or a Subsidiary) shall have no further liability for the money. If the Company 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 Company, the Trustee shall serve as Paying Agent for the Notes. 

Section 2.5. Holder Lists. 
 The
Registrar shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders and shall otherwise comply with TIA § 312(a). If the Trustee is not the Registrar,
the Company 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, and the Company shall otherwise comply with TIA § 312(a). 
 Section 2.6. Transfer and
Exchange. 
 (a) Transfer and Exchange Generally; Book Entry Provisions. Upon surrender for registration of transfer of any Note
to the Registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.6, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or
more new Notes of any authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. 

Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes
to be exchanged at any such office or agency maintained by the Company pursuant to Section 4.2. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes which the
Holder making the exchange is entitled to receive. 
 All Notes presented or surrendered for registration of transfer or exchange shall be
duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. Except as otherwise provided
in this Indenture, and in addition to the requirements set forth in the legend referred to in Section 2.6(h)(i) below, in connection with any transfer of Transfer Restricted Securities any request for transfer shall be accompanied by a
certification to the Trustee relating to the manner of such transfer substantially in the form of Exhibit C(2). 
 (b) Book-Entry
Provisions for the Global Notes. The Rule 144A Global Note and Regulation S Global Note initially shall (i) be registered in the name of the Depositary or the nominee of such Depositary, (ii) be delivered to the Note Custodian and
(iii) bear legends as set forth in Section 2.6(h). 

  
 -25- 








 Members of, or participants in, the Depositary (“Agent Members”) shall have no
rights under this Indenture with respect to any Rule 144A Global Note or Regulation S Global Note, as the case may be, held on their behalf by the Depositary, or the Note Custodian, or under the Rule 144A Global Note or Regulation S Global Note, as
the case may be, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the Rule 144A Global Note or Regulation S Global Note, as the case may be, for all purposes
whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or
impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any Note. 

Transfers of the Rule 144A Global Note and the Regulation S Global Note shall be limited to transfers of such Rule 144A Global Note or
Regulation S Global Note in whole, but not in part, to the Depositary, its successors or their respective nominees. Beneficial interests in the Rule 144A Global Note and the Regulation S Global Note may be transferred in accordance with the
applicable rules and procedures of the Depositary and the provisions of this Section 2.6. The registration of transfer and exchange of beneficial interests in a Global Note, which does not involve the issuance of a Certificated Note, shall be
effected through the Depositary, in accordance with this Indenture (including the restrictions on transfer set forth herein) and the procedures of the Depositary therefor. Neither the Trustee nor any Agent shall have any responsibility or liability
for any act or omission of the Depositary. 
 At any time at the request of the beneficial holder of an interest in the Rule 144A Global
Note or Regulation S Global Note to obtain a Certificated Note, such beneficial holder shall be entitled to obtain a Certificated Note upon written request to the Trustee and the Note Custodian in accordance with the standing instructions and
procedures existing between the Note Custodian and Depositary for the issuance thereof. Upon receipt of any such request, the Trustee, or the Note Custodian at the direction of the Trustee, will cause, in accordance with the standing instructions
and procedures existing between the Depositary and the Note Custodian, the aggregate principal amount of the Rule 144A Global Note or Regulation S Global Note, as appropriate, to be reduced by the principal amount of the Certificated Note issued
upon such request to such beneficial holder and, following such reduction, the Company will execute and the Trustee will authenticate and deliver to such beneficial holder (or its nominee) a Certificated Note or Certificated Notes in the appropriate
aggregate principal amount in the name of such beneficial holder (or its nominee) and bearing such restrictive legends as may be required by this Indenture; provided that in no event shall Certificated Notes be issued upon the transfer or exchange
of beneficial interests in the Regulation S Global Note prior to the expiration of the Restricted Period. 
 (c) Transfers to Non-QIB
Institutional Accredited Investors. The following provisions shall apply with respect to the registration of any proposed transfer of a Transfer Restricted Security to any Institutional Accredited Investor that is not a QIB (other than any
Person that is not a U.S. Person as defined under Regulation S, a “Foreign Person”): 
 (i) the
Registrar shall register the transfer of any Note, whether or not such Note bears the Private Placement Legend, if (x) the proposed transferee has certified in writing to the Registrar that the requested transfer is at least two years
after the later of (A) the Issue Date of the Notes and (B) the last date on which any Notes were acquired from an Affiliate of the Company and has delivered legal opinions and such other information as the Trustee and the Company may
reasonably require, or (y) the proposed transferee has delivered to the Registrar (A) a certificate substantially in the form of Exhibit D and (B) such certifications, legal opinions and other information as the Trustee,
the Registrar and the Company may reasonably request to confirm that such transaction is in compliance with the Securities Act; and 

(ii) if the proposed transferor is an Agent Member holding a beneficial interest in the Global Note, upon receipt by the
Registrar of (x) the documents required by clause (i), and (y) instructions given in accordance with the Depositary’s and the Registrar’s procedures, the Registrar shall reflect on its books and records the date and a
decrease in the principal amount of the Global Note in an amount equal to the principal amount of the beneficial interest in the Global Note to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or
more Certificated Notes of like tenor and amount. 

  
 -26- 








 (d) Transfers to QIBs. The following provisions shall apply with respect to the
registration of any proposed transfer of a Transfer Restricted Security to a QIB (other than Foreign Persons): 
 (i) if the
Note to be transferred consists of Certificated Notes or an interest in the Regulation S Global Note, the Registrar shall register the transfer if such transfer is being made by a proposed transferor who has checked the box provided for on a
certificate substantially in the form of Exhibit C(2) stating, or has otherwise advised the Company and the Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who is a
QIB within the meaning of Rule 144A and is aware that the sale to it is being made in reliance on Rule 144A; 

(ii) if the proposed transferee is an Agent Member, and the Note to be transferred consists of Certificated Notes or an
interest in the Regulation S Global Note, upon receipt by the Registrar of (x) the documents referred to in clause (i), and (y) instructions given in accordance with the Depositary’s and the Registrar’s procedures, the
Registrar shall reflect on its books and records the date and an increase in the principal amount of the Rule 144A Global Note in an amount equal to the principal amount of the Certificated Notes or the interest in the Regulation S Global
Note, as the case may be, to be transferred, and the Trustee shall cancel the Certificated Notes or decrease the amount of the Regulation S Global Note so transferred; and 

(iii) prior to the expiration of the Restricted Period, transfers of beneficial interests in the Regulation S Global Note may
not be made to a U.S. Person or for the account or benefit of a U.S. Person. 
 (e) [Reserved]. 

(f) Transfers to Foreign Persons. The following provisions shall apply with respect to any transfer of a Transfer Restricted Security
to a Foreign Person: 
 (i) the Registrar shall register any proposed transfer of a Note to a Foreign Person upon receipt of
a certificate substantially in the form of Exhibit E from the proposed transferor and such certifications, legal opinions and other information as the Trustee or the Company may reasonably request; and 

(ii) (a) if the proposed transferor is an Agent Member holding a beneficial interest in the Rule 144A Global Note or the
Note to be transferred consists of Certificated Notes, upon receipt by the Registrar of (x) the documents required by clause (i), and (y) instructions given in accordance with the Depositary’s and the Registrar’s procedures,
the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Rule 144A Global Note in an amount equal to the principal amount of the beneficial interest in the Rule 144A Global Note or cancel
the Certificated Notes, as the case may be, to be transferred, and (b) if the proposed transferee is an Agent Member, upon receipt by the Registrar of instructions given in accordance with the Depositary’s and the Registrar’s
procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Regulation S Global Note in an amount equal to the principal amount of the Certificated Notes to be transferred, and the Trustee
shall decrease the amount of the Rule 144A Global Note. 
 (g) The Depositary. The Depositary shall be a clearing agency
registered under the Exchange Act. The Company initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. Initially, the Rule 144A Global Note and the Regulation S Global Note
shall be issued to the Depositary, registered in the name of Cede & Co., as the nominee of the Depositary, and deposited with the Note Custodian for Cede & Co. 

Notes in certificated form issued in exchange for all or a part of a Global Note pursuant to this Section 2.6 shall be registered in such
names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Upon execution and authentication, the Trustee shall deliver such Certificated
Notes in certificated form to the persons in whose names such Notes in Certificated form are so registered. 

  
 -27- 








 Certificated Notes shall be transferred to all beneficial owners in exchange for their beneficial
interests in the Rule 144A Global Note or the Regulation S Global Note, as the case may be, if at any time: 
 (i) the
Depositary for the Notes notifies the Company that the Depositary is unwilling or unable to continue as Depositary for the Rule 144A Global Note or the Regulation S Global Note, as the case may be, and a successor Depositary is not appointed by the
Company within 90 days after delivery of such notice; or 
 (ii) the Company, at its sole discretion, notifies the Trustee in
writing that it elects to cause the issuance of Certificated Notes under this Indenture, 
 and the Company shall execute, and the Trustee shall, upon
receipt of an authentication order in accordance with Section 2.2, authenticate and deliver Certificated Notes in an aggregate principal amount equal to the principal amount of the Rule 144A Global Note or the Regulation S Global Note, as the
case may be, in exchange for such Global Notes. 
 (h) Legends. 

(i) Except as permitted by the following paragraphs (ii) and (iii), each Note certificate evidencing Global Notes and Certificated Notes
(and all Notes issued in exchange therefor or substitution thereof) shall (x) be subject to the restrictions on transfer set forth in this Section 2.6 (including those set forth in the legend below) unless such restrictions on transfer
shall be waived by written consent of the Company, and the holder of each Transfer Restricted Security, by such Holder’s acceptance thereof, agrees to be bound by all such restrictions on transfer and (y) bear the legend set forth below
(the “Private Placement Legend”): 
 “THE SECURITY (OR ITS PREDECESSOR) 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 SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED, ENCUMBERED OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY 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 HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1)(a) INSIDE 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) PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT, (b) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (c) PURSUANT TO AN EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF APPLICABLE) OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO
THE COMPANY 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 

  
 -28- 








 
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 OF THE
SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN CLAUSE (A) ABOVE. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALE OF THE SECURITY EVIDENCED HEREBY.” 

(ii) Upon any sale or transfer of a Transfer Restricted Security (including any Transfer Restricted Security represented by a Global Note)
pursuant to Rule 144 under the Securities Act or pursuant to an effective registration statement under the Securities Act: 

(a) in the case of any Transfer Restricted Security that is a Certificated Note, the Registrar shall permit the Holder thereof
to exchange such Transfer Restricted Security for a Certificated Note that does not bear the legend set forth in (i) above and rescind any restriction on the transfer of such Transfer Restricted Security; and 

(b) in the case of any Transfer Restricted Security represented by a Global Note, such Transfer Restricted Security shall not
be required to bear the legend set forth in (i) above, but shall continue to be subject to the provisions of Section 2.6(b); provided, however, that with respect to any request for an exchange of a Transfer Restricted
Security that is represented by a Global Note for a Certificated Note that does not bear the legend set forth in (i) above, which request is made in reliance upon Rule 144, the Holder thereof shall certify in writing to the Registrar that such
request is being made pursuant to Rule 144 (such certifications to be substantially in the form of Exhibit C(2)); 
 in each case, upon the delivery
by the transferor of such opinions and other information as the Trustee, the Registrar or the Company shall reasonably request. 
 (iii)
Notwithstanding the foregoing, upon consummation of the Exchange Offer, the Company shall issue and, upon receipt of an authentication order in accordance with Section 2.2, the Trustee shall authenticate Series B Notes in exchange for Series A
Notes accepted for exchange in the Exchange Offer, which Series B Notes shall not bear the legend set forth in (i) above, and the Registrar shall rescind any restriction on the transfer of such Series A Notes, in each case unless the Company
has notified the Registrar in writing that the Holder of such Series A Notes is either (A) a broker-dealer, (B) a Person participating in the distribution of the Series A Notes or (C) a Person who is an affiliate (as defined in Rule
144A) of the Company. 
 (iv) Each Global Note, whether or not a Transfer Restricted Security, shall also bear the following legend on the
face thereof: 
 THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A
DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE,
AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY 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) MAY BE REGISTERED EXCEPT
IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. 
 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK 

  
 -29- 








 
CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 

(v) Any Global Note may be endorsed with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with
the provisions of this Indenture as may be required by the Note Custodian, the Depositary or by the Financial Industry Regulatory Authority Inc. in order for the Notes to be tradable on any market developed for trading of securities pursuant to Rule
144A or Regulation S under the Securities Act or required to comply with any applicable law or any regulation thereunder or with the rules and regulations of any securities exchange or automated quotation system upon which the Notes may be listed or
traded or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Notes are subject. 

(i) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in Global Notes have been exchanged for
Certificated Notes, redeemed, repurchased or cancelled, all Global Notes shall be returned to or retained and cancelled by the Trustee in accordance with Section 2.11. At any time prior to such cancellation, if any beneficial interest in a
Global Note is exchanged for Certificated Notes, redeemed, repurchased or cancelled, the principal amount of Notes represented by such Global Notes shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or
the Note Custodian, at the direction of the Trustee, to reflect such reduction. In the event of any transfer of any beneficial interest between the Rule 144A Global Note and the Regulation S Global Note in accordance with the standing procedures and
instructions between the Depositary and the Note Custodian and the transfer restrictions set forth herein, the aggregate principal amount of each of the Rule 144A Global Note and the Regulation S Global Note shall be appropriately increased or
decreased, as the case may be, and an endorsement shall be made on each of the Rule 144A Global Note and the Regulation S Global Note by the Trustee or the Note Custodian, at the direction of the Trustee, to reflect such reduction or increase. 

(j) General Provisions Relating to Transfers and Exchanges. 

(i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Certificated Notes and
Global Notes at the Registrar’s request. 
 (ii) No service charge shall be made to a Holder for any registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any transfer tax 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 this Section 2.6). 
 (iii) The Registrar shall not 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 Certificated
Notes and Global Notes issued upon any registration of transfer or exchange of Certificated Notes or Global Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the
Certificated Notes or Global Notes surrendered upon such registration of transfer or exchange. 

  
 -30- 








 (v) The Company shall not be required: 

(a) to issue, to register the transfer of or to exchange Notes during a period beginning at the opening of business 15 days
before the day of any selection of Notes for redemption under Section 3.2 and ending at the close of business on the day of selection; or 

(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
and the next succeeding interest payment date. 
 (vi) Prior to due presentment of the registration of a transfer of any Note, the Trustee,
any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of all payments with respect to such Notes, and neither the Trustee, any Agent nor the Company shall be
affected by notice to the contrary. 
 (vii) The Trustee shall authenticate Certificated Notes and Global Notes in accordance with the
provisions of Section 2.2. 
 (viii) Upon surrender for registration of transfer of any Notes at the office or agency of the Company
designated pursuant to Section 4.2 hereof, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transfers, one or more replacement Notes of any authorized denomination or
denominations of a like aggregate amount. 
 (ix) 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 are so surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the replacement Global Notes which the Holder making the exchange is entitled to in accordance with the provisions of Section 2.2 hereof. 

(x) Each Holder of a Note agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or
assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. federal or state securities law. 

(xi) The Trustee shall have no obligation or duty to monitor, determine or inquire as compliance with any restrictions on transfer imposed
under this Indenture or under applicable law with respect to any transfer of any interest in any Notes (including any transfers between or among depositary participants or beneficial owners of interest in any Global Note) other than to require
delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with
the express requirements hereof. 
 (xii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar
pursuant to this Section 2.6 to effect a registration of transfer or exchange may be submitted by facsimile or pdf. 
 Section 2.7. Replacement
Notes. 
 If any mutilated Note is surrendered to the Trustee or either the Company or the Trustee receives evidence to its satisfaction
of the destruction, loss or theft of any Note, the Company shall issue and the Trustee, upon receipt of an authentication order in accordance with Section 2.2, shall authenticate a replacement Note if the Trustee’s requirements for
replacement of Notes are met. If required by the Trustee or the Company, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Company to protect the Company, the Trustee, any Agent and any
authenticating agent from any loss that any of them may suffer if a Note is replaced. The Trustee and the Company may charge the Holder for their expenses in replacing a Note. 

  
 -31- 








 Every replacement Note is an additional obligation of the Company and shall be entitled to all of
the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder. 
 Section 2.8. 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 or the Note Custodian in accordance with the provisions hereof, and those described in this Section as not outstanding. Except as set forth in
Section 2.9, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note. 
 If a Note is
replaced pursuant to Section 2.7, it shall cease to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser for value. 

If the principal amount of any Note is considered paid under Section 4.1, it ceases to be outstanding and interest on it ceases to
accrue. 
 If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of any thereof) holds, on a Redemption Date or maturity
date, money sufficient to pay Notes payable on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest. 

Section 2.9. 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 Company or by any Affiliate thereof 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 of consent, only Notes that a Responsible Officer of the Trustee knows are so owned shall be so disregarded. The Company agrees to notify the
Trustee of the existence of any such treasury Notes or Notes owned by the Company or an Affiliate thereof. 
 Section 2.10. Temporary Notes.

 Until Certificated Notes are ready for delivery, the Company may prepare and the Trustee, upon receipt of an authentication order in
accordance with Section 2.2, shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of Certificated Notes, but may have such variations as the Company considers appropriate for temporary Notes and as shall be
reasonably acceptable to the Trustee. Without unreasonable delay, the Company shall prepare and the Trustee shall authenticate Certificated Notes in exchange for temporary Notes. 

Holders of temporary Notes shall be entitled to all of the benefits of this Indenture. 

Section 2.11. Cancellation. 
 The
Company at any time may deliver Notes to the Trustee or Registrar for cancellation. The Paying Agent and Transfer Agent shall forward to the Trustee or the Registrar any Notes surrendered to them for registration of transfer, exchange or payment.
The Trustee or the Registrar and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall dispose all canceled Notes in accordance with the Trustee’s or the
Registrar’s usual procedures. The Trustee shall maintain a record of all canceled Notes. Certification of the destruction of all canceled Notes shall be delivered to the Company upon the Company’s written request. The Company may not issue
new Notes to replace Notes that have been paid or that have been delivered to the Trustee or the Registrar for cancellation. 

  
 -32- 








 Section 2.12. Defaulted Interest. 

If the Company defaults in a payment of interest on the Notes, the Company shall pay the defaulted interest in any lawful manner plus,
to the extent lawful, interest payable on the defaulted interest, to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Notes and in Section 4.1. The Company 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. The Company shall fix or cause to be fixed each 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. At least 15 days before the special record date, the Company (or, upon the written request of the Company and provision of such notice information, the
Trustee in the name and at the expense of the Company) shall mail or cause to be mailed to Holders a notice that states the special record date, the related payment date and the amount of such interest to be paid. 

Section 2.13. Persons Deemed Owners. 

Prior to due presentment of a Note for registration of transfer and subject to Section 2.12, the Company, the Trustee, any Paying Agent,
any co-registrar and any Registrar may deem and treat the person in whose name any Note shall be registered upon the register of Notes kept by the Registrar as the absolute owner of such Note (whether or not such Note shall be overdue and
notwithstanding any notation of the ownership or other writing thereon made by anyone other than the Company, any co-registrar or any Registrar) for the purpose of receiving all payments with respect to such Note and for all other purposes, and none
of the Company, the Trustee, any Paying Agent, any co-registrar or any Registrar shall be affected by any notice to the contrary. 
 Section 2.14.
CUSIP Numbers. 
 The Company in issuing the Notes may use a “CUSIP” number, and if so, the Trustee shall use the CUSIP
number in notices of redemption or exchange as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness or accuracy of the CUSIP number printed in the notice or on the Notes, and that
reliance may be placed only on the other identification numbers printed on the Notes. The Company shall notify in writing the Trustee and the Registrar of any change to the CUSIP numbers. 

Section 2.15. Designation. 
 The
Indebtedness evidenced by the Notes is hereby irrevocably designated as “senior indebtedness” or such other term denoting seniority for the purposes of any future Indebtedness of the Company which the Company makes subordinate to any
senior indebtedness or such other term denoting seniority. 
 Section 2.16. Additional Interest. 

In the event that the Company is required to pay Additional Interest to Holders of Notes pursuant to the Registration Rights Agreement, the
Company will provide to the Trustee and the Paying Agent written notice of its obligation to pay Additional Interest no later than fifteen days prior to the proposed payment date for the Additional Interest and an Officers’ Certificate shall
set forth the amount of Additional Interest to be paid by the Company on such payment date. The Trustee and the Paying Agent shall not at any time be under any duty or responsibility to any Holder of Notes to determine the Additional Interest, or
with respect to the nature, extent, or calculation of the amount of Additional Interest owed, or with respect to the method employed in such calculation of the Additional Interest. 

  
 -33- 








 ARTICLE III. 

REDEMPTION AND REPURCHASE 
 Section 3.1.
Notices to Trustee. 
 If the Company elects to redeem Notes pursuant to the provisions of Section 3.7 or 3.8, it shall furnish
to the Trustee and Registrar, at least 45 days (unless a shorter time period shall be agreed to by the Trustee) but not more than 60 days before the Redemption Date, an Officers’ Certificate setting forth the Section of this Indenture
pursuant to which the redemption shall occur, the Redemption Date, the principal amount of Notes to be redeemed and the Redemption Price. 

If the Company is required to offer to repurchase Notes pursuant to the provisions of Section 4.10 or 4.15, it shall notify the Trustee
and Registrar in writing, at least 45 days but not more than 60 days before the Purchase Date, of the Section of this Indenture pursuant to which the repurchase shall occur, the Purchase Date, the principal amount of Notes required to be repurchased
and the Purchase Price and shall furnish to the Registrar an Officers’ Certificate to the effect that (a) the Company is required to make or has made a Net Proceeds Offer or a Change of Control Offer, as the case may be, and (b) the
conditions set forth in Section 4.10 or 4.15, as the case may be, have been satisfied. 
 If the Registrar is not the Trustee, the
Company shall, concurrently with each notice of redemption or repurchase, cause the Registrar to deliver to the Trustee a certificate (upon which the Trustee may rely) setting forth the principal amounts of Notes held by each Holder. 

Section 3.2. Selection of Notes. 

Except as set forth below, if less than all of the Notes are to be redeemed, the Registrar shall select the Notes or portions thereof to be
redeemed in compliance with the requirements of the national securities exchange, if any, on which the Notes are listed or, if the Notes are not then listed on a national securities exchange, on a pro rata basis, by lot or by such
method as the Registrar shall deem fair and appropriate (subject to DTC procedures). In the event of partial redemption by lot, the particular Notes or portions thereof to be redeemed shall be selected, unless otherwise provided herein, not less
than 45 nor more than 60 days prior to the Redemption Date by the Registrar from the outstanding Notes not previously called for redemption. 

If less than all of the Notes tendered are to be repurchased pursuant to the provisions of Section 4.10, the Registrar shall select the
Notes or portions thereof to be repurchased in compliance with Section 4.10, as applicable. In the event of partial repurchase by lot, the particular Notes or portions thereof to be repurchased shall be selected at the close of business of the
last Business Day prior to the Purchase Date. If less than all of the Notes tendered are to be redeemed pursuant to the provisions of Section 3.7 or 3.8, the Registrar shall select the Notes only pro rata or on as nearly a
pro rata basis as is practicable (subject to DTC procedures) or by such other method as may be required by law. 
 The
Registrar shall promptly notify the Company in writing of the Notes or portions thereof selected for redemption or repurchase and, in the case of any Note selected for partial redemption or repurchase, the principal amount thereof to be redeemed or
repurchased. Notes and portions thereof selected shall be in amounts of $2,000 or integral multiples of $1,000; 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. No Notes of a principal amount of $2,000 or less shall be redeemed in part. 
 Section 3.3. Notice of
Optional or Special Redemption. 
 In the event Notes are to be redeemed pursuant to Section 3.7 or 3.8, at least 30 days but not
more than 60 days before the Redemption Date, the Company shall mail by first-class mail or shall deliver on such timeframe in accordance with DTC procedures a notice of redemption to each Holder whose Notes are to be


  
 -34- 








 
redeemed in whole or in part at its registered address as it appears on the books of the Registrar, with a copy to the Trustee. 

The notice shall identify the Notes or portions thereof (including the CUSIP number) to be redeemed and shall state: 

(a) the Redemption Date; 

(b) the Redemption Price; 

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

(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, Additional
Interest, if any, and, unless the Redemption Date is after a record date and/or before the succeeding interest payment date, accrued interest thereon to the Redemption Date; 

(f) that, unless the Company defaults in making the redemption payment, interest and any Additional Interest on Notes called
for redemption will cease to accrue on and after the Redemption Date, and the only remaining right of the Holders of such Notes is to receive payment of the Redemption Price, any Additional Interest and, unless the Redemption Date is after a record
date and/or before the succeeding interest payment date, accrued interest thereon to the Redemption Date upon surrender to the Paying Agent of the Notes redeemed; 

(g) if fewer than all the Notes are to be redeemed, the identification of the particular Notes (or portions thereof) to be
redeemed, as well as the aggregate principal amount of the Notes to be redeemed and the aggregate principal amount of Notes to be outstanding after such partial redemption; and 

(h) the section of the Notes pursuant to which the Notes called for redemption are being redeemed. 

At the Company’s request, the Trustee shall give the notice of redemption in the Company’s name and at its expense; provided
that the Company shall deliver to the Trustee, at least 45 days prior to the Redemption Date, an Officers’ Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the
preceding paragraph. 
 Section 3.4. Effect of Notice of Redemption. 

Once notice of redemption is delivered, Notes or portions thereof called for redemption become due and payable on the Redemption Date at the
Redemption Price. Upon surrender to the Paying Agent, such Notes or portions thereof shall be paid at the Redemption Price, plus Additional Interest, if any, and accrued interest to but not including the Redemption Date; provided,
however, that installments of interest which are due and payable on or prior to the Redemption Date shall be payable to the Holders of such Notes, registered as such, at the close of business on the relevant record date for the payment of
such installment of interest. 
 Section 3.5. Deposit of Redemption Price or Purchase Price. 

On or before 10:00 A.M. New York City time on each Redemption Date or Purchase Date, the Company shall irrevocably deposit with the Paying
Agent money sufficient to pay the aggregate amount due on all Notes to be redeemed or repurchased on that date, including without limitation any accrued and unpaid interest and Additional Interest, if any, to the Redemption Date or Purchase Date.
The Company, the Trustee or the Paying Agent shall promptly return to the Company any money not required for that purpose. 

  
 -35- 








 Unless the Company defaults in making such payment, interest and Additional Interest, if any, on
the Notes to be redeemed or repurchased will cease to accrue on the applicable Redemption Date or Purchase Date, whether or not such Notes are presented for payment. If any Note called for redemption shall not be so paid upon surrender because of
the failure of the Company to comply with the preceding paragraph, interest will be paid on the unpaid principal, from the applicable Redemption Date or Purchase Date until such principal is paid, and on any interest not paid on such unpaid
principal, in each case at the rate provided in the Notes and in Section 4.1. 
 Section 3.6. Notes Redeemed or Repurchased in Part. 

Upon surrender of a Note that is redeemed or repurchased in part, the Company shall issue and the Trustee shall authenticate for the Holder at
the expense of the Company a new Note equal in principal amount to portion of the Note surrendered that is not to be redeemed or repurchased. 

Section 3.7. Optional Redemption. 

The Company may redeem the Notes at any time at its option, in whole or in part, upon not less than 45 days (unless a shorter time period shall
be agreed to by the Trustee) notice to the Trustee and Paying Agent and not less than 30 nor more than 60 days’ notice to holders of the Notes. To redeem the Notes prior to July 1, 2019, the Company must pay a redemption price equal to the
greater of: 
 (a) 100% of the principal amount of the Notes to be redeemed; and 

(b) the sum of the present values of (1) the redemption price of the Notes at July 1, 2019 (as set forth below) and
(2) the remaining scheduled payments of interest from the Redemption Date to July 1, 2019, but excluding accrued and unpaid interest, if any, to the Redemption Date, discounted to the Redemption Date on a semi-annual basis (assuming a
360-day year consisting of twelve 30-day months), at the Treasury Rate (determined on the second business day immediately preceding the Redemption Date) plus 50 basis points, 

plus, in each case, 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). 
 Any notice to Holders of such a redemption will include the appropriate
calculation of the redemption price, but need not include the redemption price itself. The actual redemption price, calculated as described above, will be set forth in an Officers’ Certificate delivered to the Trustee and the Paying Agent no
later than two business days prior to the Redemption Date (unless clause (2) of the definition of “Comparable Treasury Price” is applicable, in which case such Officers’ Certificate shall be delivered on the Redemption Date).

 Beginning on July 1, 2019, the Company may redeem the Notes at its option, in whole or in part, upon not less than 45 days (unless a
shorter time period shall be agreed to by the Trustee) notice to the Trustee and Paying Agent and not less than 30 nor more than 60 days’ notice to the holders of the Notes, at the following redemption prices (expressed as percentages of the
principal amount thereof) if redeemed during the twelve-month period commencing on July 1 of the year set forth below: 
  

					
	 Year
	  	Percentage	 
	 2019
	  	 	104.406	% 
	 2020
	  	 	102.938	% 
	 2021
	  	 	101.469	% 
	 2022 and thereafter
	  	 	100.000	% 

 In addition, the Company must pay accrued and unpaid interest on the Notes redeemed. 

  
 -36- 








 Section 3.8. Optional Redemption upon Equity Offerings. 

At any time or from time to time, in the event the Company completes one or more Equity Offerings on or before July 1, 2019, the Company
may, at its option, use the net cash proceeds from any such Equity Offerings to redeem up to 35% of the principal amount of the Notes (a “Special Redemption”) at a Redemption Price of 105.875% of the principal amount thereof,
together with accrued and unpaid interest thereon, if any, to the Redemption Date, provided that (1) at least 65% of the principal amount of the Notes issued hereunder remains outstanding immediately after each such Special Redemption;
and (2) such Special Redemption shall occur not more than 90 days after the date of the closing of the applicable Equity Offering. Any redemption pursuant to this Section 3.8 shall be made pursuant to the provisions of Sections 3.1 through
3.6. 
 Section 3.9. Repurchase upon Change of Control Offer. 

(a) In the event that, pursuant to Section 4.15, the Company shall be required to commence a Change of Control Offer, it shall follow the
procedures specified in this Section 3.9. 
 (b) The Change of Control Offer shall remain open for a period from the date of the
mailing of the notice of the Change of Control Offer described in paragraph (c) until a date determined by the Company which is at least 30 but no more than 60 days from the date of mailing of such notice and no longer, except to the extent
that a longer period is required by applicable law (the “Change of Control Offer Period”). On the Purchase Date, which shall be no earlier than 30 days prior to the last day of the Change of Control Offer Period and no later than
such last day, the Company shall purchase the principal amount of Notes properly tendered in response to the Change of Control Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. 

(c) Within 30 days following any Change of Control, the Company shall send, by first class mail, a notice to the Trustee and the Paying Agent
and each of the Holders. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Change of Control Offer. The Change of Control Offer shall be made to all Holders. The notice, which
shall govern the terms of the Change of Control Offer, shall state: 
 (1) the transaction or transactions that constitute
the Change of Control, providing information, to the extent publicly available, regarding the Person or Persons acquiring control, and stating that the Change of Control Offer is being made pursuant to this Section 3.9 and Section 4.15 and
that, to the extent lawful, all Notes properly tendered will be accepted for payment; 
 (2) the Purchase Price, the last day
of the Change of Control Offer Period, and the Purchase Date; 
 (3) that any Note not properly tendered or otherwise not
accepted for repurchase will continue to accrue interest and Additional Interest, if any; 
 (4) that, unless the Company
defaults in the payment of the amount due on the Purchase Date, all Notes or portions thereof accepted for repurchase pursuant to the Change of Control Offer shall cease to accrue interest and Additional Interest, if any, after the Purchase Date;

 (5) that Holders electing to have any Notes purchased pursuant to the Change of Control Offer will be required to tender
the Notes, with the form entitled Option of Holder to Elect Purchase on the reverse of the Notes completed, or transfer by book-entry transfer, to the Company, a Depositary, if appointed by the Company, or a Paying Agent at the address specified in
the notice not later than the third Business Day preceding the Purchase Date; 
 (6) that Holders will be entitled to
withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Change of Control Offer Period, a telegram, facsimile transmission or letter setting forth the name of the
Holder, the principal 

  
 -37- 








 
amount of Notes delivered for repurchase, and a statement that such Holder is withdrawing his election to have the Notes redeemed in whole or in part; and 

(7) that Holders whose Notes are being repurchased only in part will be issued new Notes equal in principal amount to the
portion of the Notes tendered (or transferred by book-entry transfer) that is not to be repurchased, which portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof. 

(d) On or before 10:00 A.M. New York City time on the Purchase Date, the Company shall to the extent lawful, (i) accept for payment
all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent an amount equal to the Purchase Price, together with accrued and unpaid interest and Additional Interest, if any,
thereon to the Purchase Date in respect of all Notes or portions thereof so tendered and accepted for repurchase and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating
the aggregate principal amount of Notes or portions thereof being repurchased by the Company. The Paying Agent shall promptly (but in any case not later than five days after the Purchase Date) mail to each Holder of Notes so repurchased the amount
due in connection with such Notes, and the Company shall promptly issue a new Note, and the Trustee, upon written request from the Company in the form of an Officers’ Certificate shall authenticate and mail or deliver (or cause to transfer by
book entry) to each relevant Holder a new Note, in a principal amount equal to any unpurchased portion of the Notes surrendered to the Holder thereof; provided that each such new Note shall be in a principal amount of 2,000 or an integral
multiple of $1,000 in excess thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Purchase Date. 

(e) If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid
interest and Additional Interest, if any, in each case to 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 pursuant
to the Change of Control Offer. 
 Section 3.10. Repurchase upon Application of Net Proceeds. 

(a) In the event that, pursuant to Section 4.10, the Company shall be required to commence a Net Proceeds Offer, it shall follow the
procedures specified in this Section 3.10. 
 (b) The notice of a Net Proceeds Offer shall contain all instructions and materials
necessary to enable such Holders to tender Notes pursuant to the Net Proceeds Offer. Each Net Proceeds Offer will be mailed to all record Holders as shown on the register of Holders within 30 days following the Net Proceeds Offer Trigger Date, with
a copy to the Trustee, and shall comply with the procedures set forth in this Indenture. Upon receiving notice of the Net Proceeds Offer, Holders may elect to tender their Notes in whole or in part in a principal amount of $2,000 (or integral
multiples of $1,000 in excess thereof) in exchange for cash. A Net Proceeds Offer shall remain open for a period of 20 Business Days or such longer period as may be required by law. Upon the expiration of that period, the Company shall promptly (but
in any event within three Business Days following such expiration) purchase the Notes and any such other pari passu Indebtedness properly tendered in accordance with this Section 3.10 and Section 4.10. The notice, which shall govern the
terms of the Net Proceeds Offer, shall state: 
 (1) that the Net Proceeds Offer is being made pursuant to this
Section 3.10 and Section 4.10; 
 (2) the Net Proceeds Offer Amount, the Purchase Price and the Purchase Date; 

(3) that any Note not properly tendered or otherwise not accepted for repurchase shall continue to accrue interest and
Additional Interest, if any; 
 (4) that, unless the Company defaults in the payment of the amount due on the Purchase Date,
all Notes or portions thereof accepted for repurchase pursuant to the Net Proceeds Offer shall cease to accrue interest and Additional Interest, if any, after the Purchase Date; 

  
 -38- 








 (5) that Holders electing to have any Notes repurchased pursuant to any Net
Proceeds Offer shall be required to tender the Notes, with the form entitled Option of Holder to Elect Purchase on the reverse of the Notes completed, or transfer by book-entry transfer, to the Company, a Depositary, if appointed by the Company, or
a Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Purchase Date; 

(6) that Holders will be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case
may be, receives, not later than the Purchase Date, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes delivered for repurchase and a statement that such Holder is withdrawing his
election to have such Notes repurchased in whole or in part; and 
 (7) that, to the extent Holders properly tender Notes
(along with any other pari passu Indebtedness of the Company properly tendered) in an amount exceeding the Net Proceeds Offer Amount, the tendered Notes will be purchased pro rata based on the aggregate amounts of Notes and other pari passu
Indebtedness of the Company properly tendered (and a tender agent shall select the tendered Notes of tendering Holders pro rata based on the amount of Notes and other pari passu Indebtedness of the Company properly tendered). 

(c) On or before 10:00 A.M. New York City time on the Purchase Date, the Company shall to the extent lawful, (i) accept for payment,
pro rata in accordance with this Indenture to the extent necessary, the Net Proceeds Offer Amount of Notes or portions thereof properly tendered pursuant to the Net Proceeds Offer (along with any other pari passu Indebtedness of the Company
properly tendered), or if less than the Net Proceeds Offer Amount has been tendered, all Notes properly tendered, (ii) deposit with the Paying Agent an amount equal to the Purchase Price, plus accrued and unpaid interest and Additional
Interest, if any, thereon to the Purchase Date in respect of all Notes or portions thereof so tendered and accepted for repurchase and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’
Certificate stating the aggregate principal amount of Notes or portions thereof being repurchased by the Company. The Paying Agent shall promptly (but in any case not later than five days after the Purchase Date) mail to each Holder of Notes so
repurchased the amount due in connection with such Notes, and the Company shall promptly issue a new Note, and the Trustee, upon written request from the Company in the form of an Officers’ Certificate shall authenticate and mail or deliver
such new Note to such Holder, in a principal amount equal to any unpurchased portion to the Holder thereof; provided that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The
Company shall publicly announce the results of the Net Proceeds Offer on or as soon as practicable after the Purchase Date. 
 (d) If the
Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest and Additional Interest, if any, in each case to 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 to the Net Proceeds Offer. 

ARTICLE IV. 
 COVENANTS 

Section 4.1. Payment of Principal and Interest. 

(a) The Company shall pay or cause to be paid the principal, Redemption Price and Purchase Price of, and interest and Additional Interest (if
any) on, the outstanding Notes on the dates, in the amounts and in the manner provided herein and in the Notes. Principal, Redemption Price, Purchase Price and interest shall be considered paid on the date due if the Paying Agent, if other than the
Company, holds as of 10:00 A.M. New York City time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay the aggregate amount then due. The Company shall pay all Additional
Interest, if any, on the dates, in the amounts and in the manner set forth in the Registration Rights Agreement. 

  
 -39- 








 (b) The Company shall pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal, Redemption Price and Purchase Price at the rate equal to 2% per annum in excess of the then applicable interest rate on the Notes to the extent lawful; it shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest (without regard to any applicable grace period) at the same rate to the extent lawful. 

Section 4.2. Maintenance of Office or Agency. 

(a) The Company shall maintain in the Borough of Manhattan, the City of New York, an office or agency (which may be an office of the Registrar
or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company shall give prompt written notice
to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. 
 (b) The Company 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, however, that no such
designation or rescission shall in any manner relieve the Company of its obligations to maintain an office or agency in the Borough of Manhattan, the City of New York, for such purposes. The Company shall give prompt written notice to the Trustee of
any such designation or rescission and of any change in the location of any such other office or agency. 
 (c) The Company hereby
designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.3. The Trustee may resign such agency at any time by giving written notice to the Company no later than 30 days prior
to the effective date of such resignation. 
 Section 4.3. Reports. 

(a) Whether or not required by the rules and regulations of the Commission, so long as any Notes are outstanding, the Company will furnish the
Trustee, for delivery to the Holders of the Notes upon their written request therefor: 
 (1) all quarterly and annual
financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries (showing in reasonable detail, either on the face of the financial statements or in the footnotes
thereto and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial
condition and results of operations of the Unrestricted Subsidiaries of the Company, if any) and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and 

(2) all current reports that would be required to be filed with the Commission on Form 8-K if the Company were required to file
such reports, 
 in each case within the time periods specified in the Commission’s rules and regulations. The Company shall at all times comply with
TIA § 314(a). 
 (b) In addition, following the consummation of the exchange offer contemplated by the Registration Rights
Agreement, whether or not required by the rules and regulations of the Commission, the Company will file a copy of all such information and reports with the Commission for public availability within the time periods specified in the
Commission’s rules and regulations (unless the Commission will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. In addition, the


  
 -40- 








 
Company has agreed that, for so long as any Notes remain outstanding, it will furnish to the 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. 
 Section 4.4. Compliance Certificate. 

(a) The Company and each Guarantor shall deliver to the Trustee, within 105 days after the end of each fiscal year commencing with the fiscal
year ending December 31, 2016, an Officers’ Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to
determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge, after due inquiry, the
Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in Default in the performance or observance of any of the terms, provisions and conditions of this Indenture (and, if a Default or
Event of Default shall have occurred, describing all such Defaults or Events of Default) of which he or she may have knowledge, and that to the best of his or her knowledge, after due inquiry, no event has occurred and remains in existence by reason
of which payments on account of the principal of or interest, if any, on the Notes are prohibited or if such event has occurred, a description of the event. 

(b) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of
such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled
to rely exclusively on Officers’ Certificates). 
 (c) The Company shall, so long as any of the Notes are outstanding, deliver to the
Trustee, promptly upon any Officer of the Company obtaining knowledge of any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default and describing its status with reasonable particularity and what
action the Company is taking or proposes to take with respect thereto. 
 Section 4.5. Taxes. 

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

Section 4.6. Stay, Extension and Usury Laws. 

The Company covenants (to the extent that it may lawfully do so) that it 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 Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it 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 such law has not been enacted. 
 Section 4.7. Limitation on Restricted Payments. 

(a) The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly (each of the actions set
forth in clauses (1), (2), (3) and (4) below being referred to as a “Restricted Payment”): 
 (1)
declare or pay any dividend or make any distribution (other than dividends or distributions payable in Qualified Capital Stock of the Company) on or in respect of shares of the Company’s Capital Stock to holders of such Capital Stock; 

  
 -41- 








 (2) purchase, redeem or otherwise acquire or retire for value any Capital Stock
of the Company or any warrants, rights or options to purchase or acquire shares of any class of such Capital Stock (other than any such Capital Stock or warrants, rights or options owned by the Company or any Restricted Subsidiary of the Company);

 (3) make any principal payment on, purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value,
prior to any scheduled final maturity, scheduled repayment or scheduled sinking fund payment, any Subordinated Indebtedness; or 

(4) make any Investment (other than Permitted Investments); 

if at the time of such Restricted Payment or immediately after giving effect thereto, 

(i) a Default or an Event of Default shall have occurred and be continuing; or 

(ii) the Company is not able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in
compliance with Section 4.9(a); or 
 (iii) the aggregate amount of Restricted Payments (including such proposed
Restricted Payment) made subsequent to the Issue Date (the amount expended for such purposes, if other than in cash, being the fair market value of such property as determined in good faith by the Board of Directors of the Company) shall exceed the
sum of: 
 (w) 50% of the cumulative Consolidated Net Income (or if cumulative Consolidated Net Income shall be a loss, minus
100% of such loss) of the Company from April 1, 2003 to the date the Restricted Payment occurs (the “Reference Date”) (treating such period as a single accounting period); plus 

(x) 100% of the aggregate net cash proceeds (or the fair market value of any marketable securities or other property) received
by the Company from any Person (other than a Subsidiary of the Company) from the issuance and sale subsequent to July 1, 2003 and on or prior to the Reference Date of (1) Qualified Capital Stock of the Company, (2) warrants, options
or other rights to acquire Qualified Capital Stock of the Company (but excluding any debt security that is convertible into, or exchangeable for, Qualified Capital Stock) or (3) convertible or exchangeable Disqualified Capital Stock or debt
securities that have been converted or exchanged in accordance with their terms for Qualified Capital Stock; plus 
 (y)
without duplication of any amounts included in clause (iii)(x) above, 100% of the aggregate net cash proceeds (or the fair market value of any marketable securities or other property) from any equity contribution received by the Company from a
holder of the Company’s Capital Stock subsequent to July 1, 2003 and on or prior to the Reference Date (excluding, in the case of clause (iii)(x) and this clause (y), any net cash proceeds (or the fair market value of any marketable
securities or other property) from an Equity Offering to the extent used to redeem the Notes in compliance with the provisions set forth under Section 3.8); plus 

(z) without duplication, the sum of: 

(1) the aggregate amount returned in cash on or with respect to Investments (other than Permitted Investments) made subsequent
to July 1, 2003 whether through interest payments, principal payments, dividends or other distributions or payments; 

(2) the net cash proceeds received by the Company or any of its Restricted Subsidiaries from the disposition of all or any
portion of such Investments (other than to a Restricted Subsidiary of the Company); and 

  
 -42- 








 (3) upon redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary,
the fair market value of such Subsidiary; 
 provided, however, that the sum of clauses (1), (2) and (3) above shall
not exceed the aggregate amount of all such Investments made subsequent to the Issue Date. 
 (b) Notwithstanding the foregoing, the
provisions of paragraph (a) of this Section 4.7, the provisions of this Section 4.7 do not prohibit: 
 (1)
the payment of any dividend within 60 days after the date of declaration of such dividend if the dividend would have been permitted on the date of declaration; 

(2) the redemption, repurchase, retirement, defeasance or other acquisition of any shares of Capital Stock of the Company,
either (i) solely in exchange for shares of Qualified Capital Stock of the Company or (ii) through the application of net proceeds of a substantially concurrent sale for cash (other than to a Restricted Subsidiary of the Company) of shares
of Qualified Capital Stock of the Company; 
 (3) the redemption, repurchase, retirement, defeasance or other acquisition of
any Subordinated Indebtedness either (i) solely in exchange for shares of Qualified Capital Stock of the Company, or (ii) through the application of net proceeds of a substantially concurrent sale for cash (other than to a Restricted
Subsidiary of the Company) of (a) shares of Qualified Capital Stock of the Company or (b) Refinancing Indebtedness; 

(4) so long as no Default or Event of Default shall have occurred and be continuing redemption, repurchase, retirement,
defeasance or other acquisition by the Company of Common Stock of the Company from officers, directors and employees of the Company or any of its Subsidiaries or their authorized representatives upon the death, disability or termination of
employment of such employees or termination of their seat on the board of the Company, in an aggregate amount not to exceed the sum of (x) $3.0 million plus (y) $2.0 million in any calendar year since the Issue Date, with any unused
amounts in such calendar year being carried forward to the next succeeding calendar year; provided that the aggregate amount of repurchases that may be made pursuant to this clause (4) in any calendar year shall not exceed $9.0 million
in any calendar year; 
 (5) so long as no Default or Event of Default shall have occurred and be continuing, Restricted
Payments in an aggregate amount not to exceed $75.0 million; 
 (6) repurchases of Qualified Capital Stock deemed to
occur upon the exercise of stock options, warrants or other convertible or exchangeable securities; 
 (7) repurchases of
Qualified Capital Stock constituting fractional shares in an aggregate amount not to exceed $1.0 million; 
 (8) the payment
of any dividend (or, in the case of any partnership or limited liability company, any similar distribution) by a Restricted Subsidiary of the Company to the holders of its Capital Stock on a pro rata basis; and 

(9) the payment by the Company of cash dividends on the issued and outstanding Capital Stock of the Company, in an amount not
to exceed $50.0 million per fiscal year. 
 If the Company makes a Restricted Payment which, at the time of the making of such Restricted
Payment, in the good faith determination of the Board of Directors of the Company, would be permitted under the requirements of this Indenture, such Restricted Payment shall be deemed to have been made in compliance with this Indenture
notwithstanding any subsequent adjustment made in good faith to the Company’s financial statements affecting Consolidated Net Income. 

  
 -43- 








 In determining the aggregate amount of Restricted Payments made subsequent to the Issue Date in
accordance with clause (iii) of Section 4.7(a), amounts expended pursuant to clauses (1) (to the extent the declaration of such dividend is made in reliance on clause (2)(ii), (3)(ii)(a) or (4)), (2)(ii), (3)(ii)(a) and
(4) shall be included in such calculation. 
 Section 4.8. Limitation of Dividend and Other Payment Restrictions Affecting Restricted
Subsidiaries. 
 The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create
or otherwise cause or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: 

(1) pay dividends or make any other distributions on or in respect of its Capital Stock; 

(2) make loans or advances to the Company or any other Restricted Subsidiary or to pay any Indebtedness or other obligation
owed to the Company or any other Restricted Subsidiary of the Company; or 
 (3) transfer any of its property or assets to
the Company or any other Restricted Subsidiary of the Company, 
 except in each case for such encumbrances or restrictions existing under or by reason of:

 (a) applicable law, rule, regulation or order; 

(b) this Indenture, the Notes and the Guarantees; 

(c) the Credit Agreement; 

(d) customary non-assignment provisions of any contract or any lease governing a
leasehold interest of any Restricted Subsidiary of the Company; 
 (e) any instrument governing Acquired Indebtedness, which
encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; 

(f) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date; 

(g) any encumbrance or restriction on the transfer of assets subject to any Lien permitted under this Indenture imposed by the
holder of such Lien; 
 (h) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this
Indenture to any Person pending the closing of such sale; 
 (i) Purchase Money Indebtedness for property acquired in the
ordinary course of business that only impose restrictions on the property so acquired; 
 (j) any agreement pursuant to which
Indebtedness was issued if (A) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant contained in such Indebtedness, (B) the encumbrance or restriction is not
materially more disadvantageous to the Holders than is customary in comparable financings (as determined by the Company) and (C) the Company determines that any such encumbrance or restriction will not materially affect the Company’s
ability to make principal or interest payments on the Notes; 

  
 -44- 








 (k) Indebtedness permitted to be incurred subsequent to the date of this
Indenture pursuant to Section 4.9; provided that such encumbrances or restrictions are no less favorable to the Company, taken as a whole, in any material respect than the encumbrances or restrictions contained in the Credit Agreement as
in effect on the Issue Date; 
 (l) any Qualified Securitization Transaction; provided that such encumbrances and
restrictions are customarily required by the institutional sponsor or arranger at the time of entering into such Qualified Securitization Transaction in similar types of documents relating to the purchase of similar Receivables in connection with
the financing therewith; 
 (m) customary provisions in joint venture agreements and other similar agreements (in each case
relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; and 

(n) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an
agreement referred to in clauses (b) and (d) through (k) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company in any material
respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clauses (b) and
(d) through (k). 
 Section 4.9. Limitation on Incurrence of Additional Indebtedness. 

(a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume, guarantee,
acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness (other than Permitted Indebtedness); provided, however, that
if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness, the Company or any of its Restricted Subsidiaries that is or, upon such incurrence, becomes a
Guarantor may incur Indebtedness (including, without limitation, Acquired Indebtedness) and any Restricted Subsidiary of the Company that is not or will not, upon such incurrence, become a Guarantor may incur Acquired Indebtedness, in each case if
on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is greater than 2.0 to 1.0. 

(b) The Company will not, and will not permit any Guarantor to directly or indirectly, incur any Indebtedness which by its terms (or by the
terms of any agreement governing such Indebtedness) is expressly subordinated in right of payment to any other Indebtedness of the Company or such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any
agreement governing such Indebtedness) made expressly subordinate to the Notes or the applicable Guarantee, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of the Company or
such Guarantor, as the case may be. 
 Section 4.10. Limitation on Asset Sales. 

(a) The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: 

(1) the Company or the applicable 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 (as determined in good faith by the Company’s Board of Directors); 

(2) at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such Asset
Sale shall be in the form of cash, Cash Equivalents and/or Replacement Assets (as defined below) (or a combination thereof) and is received at the time of such disposition; provided that 

  
 -45- 








 (A) the amount of any liabilities (as shown on the Company’s or such
Restricted Subsidiary’s most recent balance sheet) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes or any Guarantee of a Guarantor) that are assumed by the transferee of
any such assets; and 
 (B) the fair market value of any securities or other assets received by the Company or any such
Restricted Subsidiary in exchange for any such assets that are converted into cash within 180 days after such Asset Sale; 
 shall be deemed
to be cash for purposes of this provision; and 
 (3) upon the consummation of an Asset Sale, the Company shall apply, or
cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 365 days of receipt thereof either: 

(a) to repay (i) any Obligations under any Credit Facility and effect a permanent reduction in the availability under such
Credit Facility and (ii) in the case of an Asset Sale by a Restricted Subsidiary that is not a Guarantor, Obligations of such Restricted Subsidiary; 

(b) to invest or commit to invest in properties and assets that replace the properties and assets that were the subject of such
Asset Sale or in properties and assets (including Capital Stock) that will be used in the business of the Company and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto (“Replacement
Assets”); 
 (c) to acquire or commit to acquire all or substantially all of the assets of, or a majority of the
voting Capital Stock of a Permitted Business; and/or 
 (d) a combination of prepayment and investment permitted by the
foregoing clauses (3)(a) through (3)(c); 
 provided that in the case of a commitment under clauses (b) and (c) above made prior to
the expiration of such 365-day period, such investment or acquisition shall be deemed to comply with this covenant if consummated within six months after such commitment. 

(b) When the Net Cash Proceeds from Asset Sales not applied or invested as provided in the preceding paragraph total $30.0 million or more
(each, a “Net Proceeds Offer Trigger Date”), the Company will, within 30 days, make an offer to purchase (the “Net Proceeds Offer”) to all Holders and, to the extent required by the terms of any Pari Passu Debt, an
offer to purchase to all holders of such Pari Passu Debt, on a date (the “Net Proceeds Offer Payment Date”) not less than 30 nor more than 60 days following the applicable Net Proceeds Offer Trigger Date, from all Holders (and
holders of any Pari Passu Debt) on a pro rata basis, that amount of Notes (and Pari Passu Debt) equal to the Net Proceeds Offer Amount at a price equal to 100% of the principal amount of the Notes (and Pari Passu Debt) to be purchased, plus
accrued and unpaid interest thereon, if any, to the date of purchase; provided, however, that if at any time any non-cash consideration received by the Company or any Restricted Subsidiary of the Company, as the case may be, in
connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than as contemplated by clause 2(B) above and other than interest received with respect to any such non-cash
consideration), then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with this covenant. 

(c) Notwithstanding the foregoing Sections 4.10(a) and (b), the Company and its Restricted Subsidiaries will be permitted to consummate an
Asset Sale without complying with such paragraph to the extent that: 
 (1) at least 75% of the consideration for such Asset
Sale constitutes Replacement Assets; and 
 (2) such Asset Sale is for fair market value; 

  
 -46- 








 provided that any cash or Cash Equivalents received by the Company or any of its Restricted Subsidiaries
in connection with any Asset Sale permitted to be consummated under this paragraph (c) shall constitute Net Cash Proceeds subject to the provisions of the foregoing Sections 4.10(a) and (b). 

(d) In the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries
as an entirety to a Person in a transaction permitted under Section 5.1, which transaction does not constitute a Change of Control, the successor corporation shall be deemed to have sold the properties and assets of the Company and its
Restricted Subsidiaries not so transferred for purposes of this covenant, and shall comply with the provisions of this covenant with respect to such deemed sale as if it were an Asset Sale. In addition, the fair market value of such properties and
assets of the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this covenant. 

(e) Each Net Proceeds Offer will be mailed to the record Holders as shown on the register of Holders within 30 days following the Net Proceeds
Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth in this Indenture. Upon receiving notice of the Net Proceeds Offer, Holders may elect to tender their Notes in whole or in part in a principal amount of
$2,000 and integral multiples of $1,000 in excess thereof in exchange for cash. To the extent Holders properly tender Notes in an amount exceeding the Net Proceeds Offer Amount, Notes of tendering Holders will be purchased on a pro rata basis (based
on amounts tendered). A Net Proceeds Offer shall remain open for a period of 20 business days or such longer period as may be required by law. If any Net Cash Proceeds remain after the consummation of any Net Proceeds Offer, the Company may use
those Net Cash Proceeds for any purpose not otherwise prohibited by this Indenture. Upon completion of each Net Proceeds Offer, the amount of Net Cash Proceeds will be reset at zero. 

(f) The Company 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 and regulations are applicable in connection with the repurchase of Notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with this
Section 4.10 or Section 3.10, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.10 or Section 3.10 by virtue thereof. 

Section 4.11. Limitations on Transactions with Affiliates. 

(a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any
transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, an “Affiliate
Transaction”), other than (x) Affiliate Transactions permitted under paragraph (c) of this Section and (y) Affiliate Transactions on terms that are no less favorable than those that might reasonably have been obtained in a
comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of the Company or such Restricted Subsidiary. 

(b) All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving
aggregate payments or other property with a fair market value in excess of $10.0 million shall be approved by the Board of Directors of the Company or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board
Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If the Company or any Restricted Subsidiary of the Company enters into an Affiliate Transaction (or a series of related
Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $25.0 million, the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a
favorable opinion as to the fairness of such transaction or series of related transactions to the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the
same with the Trustee. 
 (c) The restrictions set forth in paragraphs (a) and (b) of this Section 4.11 shall not apply to:

 (1) reasonable fees and compensation (including the payment of reasonable and customary benefits (including retirement,
health, option, deferred compensation and other benefits plans) to officers and employees of the Company) paid to, and indemnity provided on behalf of, officers, directors, 

  
 -47- 








 
employees or consultants of the Company or any Restricted Subsidiary of the Company as determined in good faith by the Company’s Board of Directors or senior management; 

(2) transactions exclusively between or among the Company and any of its Restricted Subsidiaries or exclusively between or
among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture; 
 (3) any
agreement as in effect as of the Issue Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto) in any replacement agreement thereto so long as any such amendment or replacement agreement is
not more disadvantageous to the Holders in any material respect than the original agreement as in effect on the Issue Date; 

(4) Restricted Payments or Permitted Investments permitted by this Indenture; 

(5) any sale, conveyance or other transfer of Receivables and other related assets customarily transferred in a Qualified
Securitization Transaction; and 
 (6) the issuance of Qualified Capital Stock of the Company otherwise permitted hereunder.

 Section 4.12. Limitation on Liens. 

The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or
permit or suffer to exist any Liens of any kind against or upon any property or assets of the Company or any of its Restricted Subsidiaries whether owned on the Issue Date or acquired after the Issue Date, or any proceeds therefrom, or assign or
otherwise convey any right to receive income or profits therefrom unless: 
 (1) in the case of Liens securing Subordinated
Indebtedness, the Notes or the Guarantee of such Guarantor, as the case may be, are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens; and 

(2) in all other cases, the Notes or the Guarantee of such Guarantor, as the case may be, are equally and ratably secured, 

except for: 
 (a) Liens existing
as of the Issue Date to the extent and in the manner such Liens are in effect on the Issue Date; 
 (b) Liens securing
Indebtedness and other Obligations under Credit Facilities in an aggregate amount not to exceed the amount permitted to be incurred pursuant to clause (2) of the definition of “Permitted Indebtedness”; 

(c) Liens securing the Notes and the Guarantees; 

(d) Liens of the Company or a Wholly Owned Restricted Subsidiary of the Company on assets of any Restricted Subsidiary of the
Company; 
 (e) Liens securing Refinancing Indebtedness which is incurred to Refinance any Indebtedness which has been
secured by a Lien permitted under this Indenture and which has been incurred in accordance with the provisions of this Indenture; provided, however, that such Liens: (i) are no less favorable to the Holders in any material respect
and are not more favorable to the lienholders in any material respect with respect to such Liens than the Liens in respect of the Indebtedness being Refinanced; and (ii) do not extend to or cover any property or assets of the Company or any of
its Restricted Subsidiaries not securing the Indebtedness so Refinanced; 

  
 -48- 








 (f) Liens securing Indebtedness (including Liens securing any Obligations in
respect thereof) consisting of Indebtedness incurred in compliance with Section 4.9, provided that after giving effect to such incurrence of Indebtedness (or on the date of the initial borrowing of such Indebtedness after giving pro
forma effect to the incurrence of the entire committed amount of such Indebtedness), the Consolidated Secured Leverage Ratio shall not exceed 3.0 to 1.0; and 

(g) Permitted Liens. 

Section 4.13. Continued Existence. 

Subject to Article V, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect its
corporate or other existence and the corporate or other existence of each Guarantor in accordance with the organizational documents (as the same may be amended from time to time) of the Company or such Guarantor, except to the extent that the Board
of Directors of the Company determines in good faith that the preservation of such existence is no longer necessary or desirable in the conduct of the business of the Company or such Guarantor, taken as a whole, and that the loss thereof is not
disadvantageous in any material respect to the Holders. 
 Section 4.14. Insurance Matters. 

The Company shall provide or cause to be provided for itself and each of its Subsidiaries insurance (including appropriate self-insurance)
against loss or damage of the kinds that, in the reasonable, good faith opinion of the Company, are adequate and appropriate for the conduct of the business of the Company and its Subsidiaries in a prudent manner, with reputable insurers or with the
government of the United States of America or an agency or instrumentality thereof, in such amounts, with such deductibles, and by such methods as shall be customary, in the reasonable, good faith opinion of the Company, for corporations similarly
situated in the industry, unless, in the good faith judgment of the Board of Directors of the Company, the failure to provide such insurance (together with all other such failures) would not have a material adverse effect on the financial condition
or results of operations of the Company and its Subsidiaries, taken as a whole. 
 Section 4.15. Offer to Repurchase upon Change of Control.

 (a) Upon the occurrence of a Change of Control, each Holder will have the right to require that the Company purchase all or a portion of
such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”), at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest and Additional Interest, if any,
thereon to the Purchase Date. 
 (b) The Company will not be required to make a Change of Control Offer upon a Change of Control if a third
party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered
and not withdrawn under such Change of Control Offer. 
 (c) The Company 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 and 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 this Section 4.15 or Section 3.9, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.15 or
Section 3.9 by virtue thereof. 
 Section 4.16. Additional Subsidiary Guarantees. 

If, after the Issue Date, (a) any Domestic Restricted Subsidiary (including any newly formed, newly acquired or newly redesignated
Domestic Restricted Subsidiary) guarantees any Indebtedness of the Company or (b) the Company otherwise elects to have any Domestic Restricted Subsidiary become a Guarantor, then, in each such case, the Company shall cause such Domestic
Restricted Subsidiary to: 

  
 -49- 








 (1) execute and deliver to the Trustee a supplemental indenture in form and
substance satisfactory to the Trustee pursuant to which such Domestic Restricted Subsidiary shall unconditionally guarantee all of the Company’s obligations under the Notes and this Indenture; and 

(2) deliver to the Trustee an Opinion of Counsel that such supplemental indenture has been duly authorized, executed and
delivered by such Domestic Restricted Subsidiary and constitutes a valid, binding and enforceable obligation of such Domestic Restricted Subsidiary in accordance with its terms; 

provided, that the Company shall not be obligated to cause any Domestic Restricted Subsidiary which is an Immaterial Subsidiary to become a
Guarantor. 
 Section 4.17. Payments for Consent. 

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any
consideration to or for the benefit of any Holder of Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid and is paid to
all Holders of the Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement. 

Section 4.18. Limitation on Preferred Stock of Restricted Subsidiaries. 

The Company will not permit any of its Restricted Subsidiaries that are not Guarantors to issue any Preferred Stock (other than to the Company
or to a Wholly Owned Restricted Subsidiary of the Company) or permit any Person (other than the Company or a Wholly Owned Restricted Subsidiary of the Company) to own any Preferred Stock of any Restricted Subsidiary that is not a Guarantor. 

Section 4.19. Conduct of Business. 

The Company and its Restricted Subsidiaries will not engage in any businesses other than a Permitted Business, except to the extent as would
not be material to the Company and its Restricted Subsidiaries taken as a whole. 
 Section 4.20. Suspension of Covenants. 

(a) During any period of time that: (i) the Notes have Investment Grade Ratings from two Rating Agencies and (ii) no Default or Event
of Default has occurred and is continuing (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), the Company and its Restricted
Subsidiaries shall not be subject to the provisions of Sections 3.10, 4.7, 4.8, 4.9, 4.10, 4.11 and 5.1(a)(2) (collectively, the “Suspended Covenants”). 

(b) Upon the occurrence of a Covenant Suspension Event, any Guarantees of the Subsidiary Guarantors, if any, will also be suspended as of such
date (the “Suspension Date”). 
 (c) In the event that the Company and the Restricted Subsidiaries are not subject to the
Suspended Covenants 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 withdraws their Investment Grade Rating or downgrades the rating assigned
to the Notes below an Investment Grade Rating, then the Company and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants with respect to future events and the Guarantees of the Subsidiary Guarantors will be
reinstated if such Guarantees are then required by the terms of this Indenture. The period of time between the Suspension Date and the Reversion Date is referred to in this Indenture as the “Suspension Period.” 

(d) Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default will be deemed to have occurred as a result
of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period). 

  
 -50- 








 (e) On the Reversion Date, all Indebtedness incurred during the Suspension Period will be
classified as having been incurred or issued pursuant to Section 4.9(a) (to the extent such Indebtedness would be permitted to be incurred or issued thereunder as of the Reversion Date and after giving effect to Indebtedness incurred or issued
prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be incurred or issued pursuant to Section 4.9(a), such Indebtedness will be deemed to have been outstanding on
the Issue Date, so that it is initially classified as permitted under clause (3) of the definition of “Permitted Indebtedness”. Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under
Section 4.7 will be made as though Section 4.7 had been in effect since the Issue Date and throughout the Suspension Period. For the avoidance of doubt, Restricted Payments made during the Suspension Period shall reduce the amount
available to be made as Restricted Payments under Section 4.7(b), but no Default or Event of Default shall be deemed to have occurred on the Reversion Date as a result of any actions taken by the Company or its Restricted Subsidiaries during
the Suspension Period. 
 (f) The Company shall deliver promptly to the Trustee an Officers’ Certificate notifying the Trustee of any
Covenant Suspension Event or Reversion Date, as the case may be, pursuant to this Section 4.20. 
 ARTICLE V. 

SUCCESSORS 
 Section 5.1. Merger,
Consolidation and Sale of Assets. 
 (a) The Company will not, in a single transaction or series of related transactions, consolidate or
merge with or into any Person, or sell, assign, transfer, lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all
of the Company’s assets (determined on a consolidated basis for the Company and the Company’s Restricted Subsidiaries) whether as an entirety or substantially as an entirety to any Person unless: 

(1) either: 

(a) the Company shall be the surviving or continuing corporation; or 

(b) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or the Person which
acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Company and of the Company’s Restricted Subsidiaries substantially as an entirety (the “Surviving Entity”): 

(x) shall be a corporation organized and validly existing under the laws of the United States or any State thereof or the
District of Columbia; and 
 (y) shall expressly assume, by supplemental indenture (in form and substance reasonably
satisfactory to the Trustee), executed and delivered to the Trustee, the due and punctual payment of the principal of, and premium, if any, and interest on all of the Notes and the performance of every covenant of the Notes, this Indenture and the
Registration Rights Agreement on the part of the Company to be performed or observed; 
 (2) immediately after giving effect
to such transaction and the assumption contemplated by clause (1)(b)(y) above (including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction),
either (x) the Company or such Surviving Entity, as the case may be, shall be able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.9(a) or (y) the Consolidated Fixed Charge
Coverage Ratio of the Company would be no less than such ratio immediately prior to such transaction; 
 (3) immediately
before and immediately after giving effect to such transaction and the assumption contemplated by clause (1)(b)(y) above (including, without limitation, giving effect to any 

  
 -51- 








 
Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred and any Lien granted in connection with or in respect of the transaction), no Default or Event of Default shall have
occurred or be continuing; and 
 (4) the Company or the Surviving Entity shall have delivered to the Trustee an
Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a supplemental indenture is required in connection with such transaction,
such supplemental indenture comply with the applicable provisions of this Indenture and that all conditions precedent in this Indenture relating to such transaction have been satisfied. 

For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of
all or substantially all of the properties or assets of one or more Restricted Subsidiaries of the Company the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company, shall be deemed to be the
transfer of all or substantially all of the properties and assets of the Company. 
 (b) Notwithstanding the foregoing clauses (a)(1),
(2) and (3) of this Section 5.1, the Company may merge with an Affiliate that is a Person that has no material assets or liabilities and which was organized solely for the purpose of reorganizing the Company in another jurisdiction of
the United States or any State thereof or the District of Columbia. 
 (c) Each Guarantor (other than any Guarantor whose Guarantee is to be
released in accordance with the terms of the Guarantee and this Indenture in connection with any transaction complying with Section 4.10) will not, and the Company will not cause or permit any Guarantor to, consolidate with or merge with or
into any Person other than the Company or any other Guarantor unless: 
 (1) the entity formed by or surviving any such
consolidation or merger (if other than the Guarantor) or to which such sale, lease, conveyance or other disposition shall have been made is a corporation or a partnership or a limited liability company, in each case, organized and existing under the
laws of the United States or any State thereof or the District of Columbia; 
 (2) such entity (if other than the Guarantor)
assumes by supplemental indenture all of the obligations of the Guarantor under its Guarantee, this Indenture and the Registration Rights Agreement; 

(3) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;
and 
 (4) immediately after giving effect to such transaction and the use of any net proceeds therefrom on a pro
forma basis, the Company could satisfy the provisions of clause (a)(2) of this Section 5.1. 
 Any merger or consolidation of a
Guarantor with and into the Company (with the Company being the surviving entity) or another Guarantor that is a Restricted Subsidiary of the Company need only comply with clause (4) of Section 5.1(a). 

Section 5.2. Successor Corporation Substituted. 

Upon any consolidation, combination or merger or any transfer of all or substantially all of the assets of the Company in accordance with
Section 5.1 in which the Company is not the continuing corporation, the successor Person formed by such consolidation or into which the Company is merged or to which such conveyance, lease or transfer is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under this Indenture, the Notes and the Registration Rights Agreement with the same effect as if such Surviving Entity had been named as such. When a successor corporation
assumes all of the obligations of the predecessor hereunder and under the Notes and agrees in writing to be bound hereby and thereby, the predecessor shall be released from such obligations. 

  
 -52- 








 ARTICLE VI. 

DEFAULTS AND REMEDIES 
 Section 6.1.
Events of Default. 
 Each of the following constitutes an “Event of Default”: 

(a) the failure to pay interest on any Notes when the same becomes due and payable and the default continues for a period of 30
days; 
 (b) the failure to pay the principal on any Notes, when such principal becomes due and payable, at maturity, upon
redemption or otherwise (including the failure to make a payment to purchase Notes tendered pursuant to a Change of Control Offer or a Net Proceeds Offer); 

(c) a default in the observance or performance of any other covenant or agreement contained in this Indenture which default
continues for a period of 60 days after the Company receives written notice specifying the default (and demanding that such default be remedied) from the Trustee or the Holders of at least 25% of the outstanding principal amount of the Notes (except
in the case of a default with respect to Section 5.1, which will constitute an Event of Default with such notice requirement but without such passage of time requirement); 

(d) the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated
principal amount of any Indebtedness of the Company or any Restricted Subsidiary of the Company, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 20
days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay
principal at final stated maturity or which has been accelerated (in each case with respect to which the 20-day period described above has elapsed), aggregates $35.0 million or more at any time; 

(e) one or more judgments in an aggregate amount in excess of $35.0 million shall have been rendered against the Company
or any of its Restricted Subsidiaries and such judgments remain undischarged, unpaid or unstayed for a period of 60 days after such judgment or judgments become final and non-appealable; 

(f) the Company or any Significant Subsidiary of the Company: 

(i) commences a voluntary case under any Bankruptcy Law, 

(ii) consents to the entry of an order for relief against it in an involuntary case, 

(iii) consents to the appointment of a custodian or receiver of it or for all or substantially all of its property, 

(iv) makes a general assignment for the benefit of its creditors, or 

(v) admits in writing its inability to pay its debts as they become due; 

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

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

  
 -53- 








 (ii) appoints a custodian or receiver of the Company or any Significant
Subsidiary or for all or substantially all of the property of any of the foregoing; or 
 (iii) orders the liquidation of the
Company or any of its Significant Subsidiaries; 
 and the order or decree remains unstayed and in effect for 60 consecutive days; or 

(h) any Guarantee of a Significant Subsidiary ceases to be in full force and effect or is declared to be null and void and
unenforceable or is found to be invalid or any Guarantor that is a Significant Subsidiary denies its liability under its Guarantee (other than by reason of release of a Guarantor in accordance with the terms of this Indenture). 

Section 6.2. Acceleration. 
 If an
Event of Default (other than an Event of Default specified in clause (f) or (g) of Section 6.1 above with respect to the Company) shall occur and be continuing, the Trustee or the Holders of at least 25% in principal amount of
outstanding Notes may declare the principal of and accrued interest on all the Notes to be due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a “notice of
acceleration”, and the same shall become immediately due and payable. 
 If an Event of Default specified in clause (f) or
(g) of Section 6.1 above with respect to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all of the outstanding Notes shall ipso facto become and be
immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. 
 At any time after a
declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration and its consequences: 

(1) if the rescission would not conflict with any judgment or decree; 

(2) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due
solely because of the acceleration; 
 (3) to the extent the payment of such interest is lawful, interest on overdue
installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; 

(4) if the Company has paid the Trustee and each Agent its reasonable compensation and reimbursed the Trustee and each Agent
for its expenses, disbursements and advances; and 
 (5) in the event of the cure or waiver of an Event of Default of the
type described in clause (f) of Section 6.1, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. 

No such rescission shall affect any subsequent Default or impair any right consequent thereto. 

Section 6.3. 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, interest or Additional Interest, if any, 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, and any recovery or judgment shall, after provision for the payment of the 

  
 -54- 








 
reasonable compensation, expenses, disbursements and advances of the Trustee, each Agent and their respective agents and counsel, be for the ratable benefit of the Holders of the Notes. A delay
or omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the
extent permitted by law. 
 Section 6.4. Waiver of Past Defaults. 

The Holders of a majority in principal amount of the Notes may waive any existing or past Default or Event of Default under this Indenture, and
its consequences, except a default in the payment of the principal of or interest on any Notes. 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 6.5.
Control by Majority. 
 Holders of a majority in principal amount of the then outstanding Notes may direct the time, method and place
of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. However, the Trustee may refuse to follow any direction that conflicts with applicable law or this Indenture or that
the Trustee reasonably determines may be unduly prejudicial to the rights of other Holders of Notes or that may subject the Trustee to personal liability and the Trustee shall be entitled to the benefit of Sections 7.1(c)(iii) and 7.1(e). 

Section 6.6. Limitation on Suits. 
 A
Holder of a Note may pursue a remedy with respect to this Indenture or the Notes only if: 
 (a) the Holder of a Note gives
to the Trustee at its Corporate Trust Office of the Trustee written notice of a continuing Event of Default; 
 (b) the
Holders of at least 25% in principal amount of the then outstanding Notes make a written request to the Trustee to pursue the remedy; 

(c) such Holder or Holders of Notes offer and, if requested, provide to the Trustee reasonable indemnity and/or security
satisfactory to the Trustee against any loss, liability or expense; 
 (d) the Trustee does not comply with the request
within 60 days after receipt of the request and the offer and, if requested, the provision of indemnity and/or security; and 

(e) during such 60-day period the Holders of a majority in principal amount of the then outstanding Notes do not give the
Trustee a direction inconsistent with the request. 
 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 (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders). 

Section 6.7. Rights of Holders 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, or premium, if
any, interest or Additional Interest, if any, on the Note, on or after the respective due dates thereon (including in connection with an offer to repurchase), 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 written consent of such Holder. 

  
 -55- 








 Section 6.8. Collection Suit by Trustee. 

If an Event of Default specified in Section 6.l(a) or (b) occurs and is continuing, the Trustee is authorized to recover judgment in
its own name and as trustee of an express trust against the Company for the whole amount of principal of, premium and Additional Interest, if any, and interest remaining unpaid on the Notes and interest on overdue principal and, to the extent
lawful, interest and Additional Interest, if any, and such further amounts as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expense, disbursements and advances of the Trustee, each Agent
and their respective agents and counsel. 
 Section 6.9. 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, each Agent and their respective agents (including accountants, experts or such other processionals as the Trustee or
such Agent deems necessary, advisable or appropriate) and counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Company (or any other obligor upon the Notes), its creditors or its property and shall be entitled to
participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter and shall be entitled and empowered 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 and such Agent shall consent to the making of such payments directly to the
Holders, to pay to the Trustee and such Agent any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, such Agent and their respective agents and counsel, and any other amounts due the Trustee and
such Agent under Section 7.7. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, each Agent and their respective agents and counsel, and any other amounts due the Trustee under
Section 7.7 out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that
the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept
or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

 Section 6.10. Priorities. 
 If
the Trustee collects any money pursuant to this Article VI, it shall pay out the money in the following order: 

First: to the Trustee, each Agent and their respective agents and attorneys for amounts due under Section 7.7,
including payment of all compensation, expense and liabilities incurred, and all advances made, by the Trustee and such Agent and the costs and expenses of collection; 

Second: to Holders of Notes for amounts due and unpaid on the Notes for principal, Purchase Price, Redemption Price and
Additional Interest, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, Purchase Price, Redemption Price and Additional Interest, if any, and interest,
respectively; and 
 Third: to the Company, the Guarantors, if any, or to such party as a court of competent
jurisdiction shall direct. 
 The Trustee may fix a special record date and payment date for any payment to Holders of Notes pursuant to this
Section 6.10. 

  
 -56- 








 Section 6.11. Undertaking for Costs. 

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted
by it as 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 does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.7
or a suit by Holders of more than 10% in principal amount of the then outstanding Notes. 
 ARTICLE VII. 

TRUSTEE 
 Section 7.1. Duties of
Trustee. 
 (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in
it by this Indenture, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. 

(b) Except during the continuance of an Event of Default: 

(i) the duties of the Trustee shall be determined solely by the express provisions of this Indenture and the TIA 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 or the TIA against the Trustee; and 

(ii) in the absence of negligence on its part, the Trustee may conclusively rely, without investigation, as to the truth or the
statements and the correctness of the opinions expressed therein, upon and statements, certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, the Trustee shall examine the certificates and
opinions to determine whether or not they conform on their face to the requirements of this Indenture but not confirm or investigate the accuracy of mathematical calculations or other facts stated therein or otherwise verify the contents thereof.

 (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 7.1; 

(ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved
that the Trustee was negligent in ascertaining the pertinent facts; and 
 (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 6.5. 
 (d)
Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to this Section 7.1. 

(e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be
under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holder, pursuant to the provisions of this Indenture, including, without limitation, Section 6.5, unless such Holder shall have offered to
the Trustee security and indemnity reasonably satisfactory to it against any loss, liability or expense which might be incurred by it in compliance with such request or direction. 

  
 -57- 








 (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 Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. 

Section 7.2. Rights of Trustee. 
 (a)
The Trustee may conclusively rely and shall be protected in acting or refraining from acting 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. 
 (b) Before the Trustee acts or refrain from acting, it may require an Officers’ Certificate or an
Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee may consult with counsel and the advice of such
counsel and opinions 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, accountants, experts and such other professionals as the Trustee deems necessary, advisable or
appropriate and shall not be responsible for the misconduct or negligence of any attorney, accountant, expert or other such professional 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 herein, any demand, request, direction
or notice from the Company shall be sufficiently evidenced by a written order signed by two Officers of the Company. 
 (f) The Trustee
shall not be charged with knowledge of any Default or Event of Default under Section 6.1 (other than under Section 6.1(a) (subject to the following sentence) or Section 6.1(b)) unless either (i) a Responsible Officer shall have
actual knowledge thereof, or (ii) the Trustee shall have received notice thereof in accordance with Section 12.2 from the Company or any Holder of the Notes. The Trustee shall not be charged with knowledge of the Company’s obligation
to pay Additional Interest, or the cessation of such obligation, unless the Trustee receives written notice thereof from the Company or any Holder. 

(g) The Trustee shall have no duty to cause the maintenance of any insurance. 

(h) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. 

(i) Any request or direction of the Company mentioned herein shall be sufficiently evidenced by a company request or company order and any
resolution of the board of directors may be sufficiently evidenced by a board resolution. 
 (j) The Trustee may request that the Company
deliver a certain setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture. 

(k) In no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind
whatsoever (including, but not limited to, loss of profit) irrespective of whether such Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. 

(l) 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. 

(m) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, 

  
 -58- 








 
debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may
see fit, and, if the Trustee shall determine to make sure further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney at the sole cost of the Company and shall
incur no liability or additional liability of any kind by reason of such inquiry or investigation. 
 Section 7.3. Individual Rights of Trustee.

 The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Company or
any Affiliate of the Company with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest within the meaning of the TIA it must eliminate such conflict within 90 days, apply
(subject to the consent of the Company) to the Commission for permission to continue as trustee or resign. Any Agent may do the same with like rights and duties. The Trustee shall also be subject to Sections 7.10 and 7.11. 

Section 7.4. Trustee’s Disclaimer. 

The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall
not be accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’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 7.5. Notice of Defaults. 

If a Default or Event of Default occurs and is continuing and is known to a Responsible Officer of the Trustee, the Trustee shall mail to
Holders of Notes a notice of the Default or Event of Default within 90 days after the later of (i) the date such Default or Event of Default occurs and (ii) the date a Responsible Officer of the Trustee acquires knowledge thereof. Except
in the case of a Default in payment on any Note (including the failure to make a mandatory repurchase pursuant hereto), the Trustee may withhold the notice 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. 
 Section 7.6. Reports by Trustee to Holders of the Notes. 

Within 60 days after each May 15 beginning with May 15, 2017, and for so long as Notes remain outstanding, the Trustee shall mail to
the Holders of the Notes a brief report dated as of such reporting date that complies with TIA § 313(a) (but if no event described in TIA § 313(a) has occurred within the twelve months preceding the reporting date, no report need
be transmitted). The Trustee also shall comply with TIA § 313(b). The Trustee shall also transmit by mail all reports as required by TIA § 313(c). 

A copy of each report at the time of its mailing to the Holders of Notes shall be mailed to the Company and filed with the Commission and each
stock exchange on which the Notes are listed in accordance with TIA § 313(d). The Company shall promptly notify the Trustee when the Notes are listed on any stock exchange. 

Section 7.7. Compensation, Reimbursement and Indemnity. 

The Company shall pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture and the rendering by it of
the services required hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements,
advances and expenses incurred or made by or on behalf of it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s attorneys, accountants, experts
and such other professionals as the Trustee deems necessary, advisable or appropriate. 

  
 -59- 








 The Company and the Guarantors, jointly and severally, shall indemnify the Trustee and its
officers, directors, employees and agents against any and all losses, liabilities or expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture (including its duties under
Section 9.6), including the costs and expenses of enforcing this Indenture or any Guarantee against the Company or a Guarantor (including this Section 7.7) and defending itself against or investigating any claim (whether asserted by the
Company, any Guarantor, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense shall be determined to have been
caused by its own negligence or willful misconduct. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations
hereunder. The Company shall defend any claim or threatened claim asserted against the Trustee, and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such
counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. 
 The
obligations of the Company under this Section 7.7 shall survive the resignation or removal of the Trustee, the satisfaction and discharge of this Indenture and the termination of this Indenture. 

To secure the Company’s payment obligations in this Section 7.7, the Trustee shall have a Lien prior to the Notes on all money or
property held or collected by the Trustee, except that held in trust to pay principal, Redemption Price or Purchase Price of or Additional Interest, if any, or interest on, particular Notes. Such Lien shall survive the resignation or removal of the
Trustee, the satisfaction and discharge of this Indenture and the termination of this Indenture. 
 When the Trustee incurs expenses or
renders services after an Event of Default specified in Section 6.1(f) or (g) 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 7.8. 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 7.8. 
 The Trustee may resign in writing at any time and be discharged from the
trust hereby created by so notifying the Company. The Holders of Notes of a majority in principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Company in writing. The Company may remove the Trustee
if: 
 (a) the Trustee fails to comply with Section 7.10; 

(b) 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; 
 (c) a custodian, receiver or public officer takes charge of the Trustee or its property for the purpose of
rehabilitation, conversion or liquidation; or 
 (d) the Trustee becomes incapable of acting. 

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a
successor Trustee. Within one year after the date on which 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 Company. 
 If a successor Trustee does not take office within 30 days after the retiring trustee resigns or is removed, the retiring
Trustee, the Company, or the Holders of Notes 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. 

  
 -60- 








 If the Trustee, after written request by any Holder of a Note who has been a bona fide holder of
a Note or Notes for at least six months, fails to comply with Section 7.10, such Holder of a Note 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 Company. Thereupon, the
resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The Company shall mail a notice of its succession to Holders of the
Notes. 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 7.7.
Notwithstanding replacement of the Trustee pursuant to this Section 7.8, the Company’s obligations under Section 7.7 shall continue for the benefit of the retiring Trustee. 

Section 7.9. Successor Trustee by Merger, Etc. 

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

Section 7.10. Eligibility; Disqualification. 

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

Section 7.11. Preferential Collection of Claims Against Company. 

The Trustee is subject to TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has
resigned or been removed shall be subject to TIA § 311(a) to the extent indicated therein. 
 Section 7.12. Paying Agent, Registrar and
Transfer Agent. 
 The rights, privileges, protections, immunities and benefits given to the Trustee in this Article VII, including
without limitation, its right to be compensated, reimbursed for expenses and indemnified, are extended to, and shall be enforceable by, the Paying Agent, Registrar and Transfer Agent as if the Paying Agent, Registrar and Transfer Agent were named as
the Trustee herein. 
 Section 7.13. Force Majeure. 

None of the Trustee, Paying Agent, Registrar and Transfer Agent shall incur any liability for not performing any act or fulfilling any duty,
obligation or responsibility hereunder by reason of any occurrence beyond the control of the Trustee, Paying Agent, Registrar and Transfer Agent (including but not limited to any act or provision of any present or future law or regulation or
governmental authority, act of God or war, civil unrest, local or national disturbance or disaster, any act of terrorism, or the unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility). 

  
 -61- 








 ARTICLE VIII. 

LEGAL DEFEASANCE AND COVENANT DEFEASANCE 

Section 8.1. Option to Effect Legal Defeasance or Covenant Defeasance. 

The Company may, at its option evidenced by a resolution of its Board of Directors set forth in an Officers’ Certificate, at any time,
elect to have its obligations and the obligations of any Guarantors discharged with respect to the then outstanding Notes in accordance with either Section 8.2 or 8.3 as provided in this Article VIII. 

Section 8.2. Legal Defeasance and Discharge. 

Upon the Company’s exercise under Section 8.1 of the option applicable to this Section 8.2, the Company and any Guarantor shall,
subject to the satisfaction of the conditions set forth in Section 8.4, be deemed to have been discharged from its obligations with respect to all outstanding Notes on the date the conditions set forth below are satisfied (hereinafter,
“Legal Defeasance”). For this purpose, Legal Defeasance means that the Company and the Guarantors, if any, shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and any Guarantees
thereon, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.5 and the other Sections of this Indenture referred to in clauses (a) through (d) below, and to have satisfied all their other
obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the Company, 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 outstanding Notes to receive payments in respect of the
principal of, premium, if any, and interest on the Notes when such payments are due; 
 (b) the Company’s obligations
with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payments; 

(c) the rights, powers, trust, duties and immunities of the Trustee and the Company’s obligations in connection therewith;
and 
 (d) the Legal Defeasance provisions of this Article VIII. 

Subject to compliance with this Article VIII, the Company may exercise its option under this Section 8.2, notwithstanding the prior
exercise of its option under Section 8.3. 
 Section 8.3. Covenant Defeasance. 

Upon the Company’s exercise under Section 8.1 of the option applicable to this Section 8.3, the Company shall, subject to the
satisfaction of the conditions set forth in Section 8.4, be released from its obligations under the covenants contained in Sections 3.9, 3.10, 4.3, 4.4, 4.5, 4.7 through 4.12 and 4.14 through 4.19, both inclusive, and Section 5.1(b),
Article XI and Article XII with respect to the outstanding Notes on and after the date the conditions set forth below are satisfied (hereinafter, “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 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 Company may omit to comply with and
shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such
covenant to any other provision herein or in any other document, and such omission to comply shall not constitute a Default or an Event of Default under Section 6.1, but, except as specified above, the remainder of this Indenture and such Notes
shall be unaffected thereby. In addition, upon the Company’s 

  
 -62- 








 
exercise under Section 8.1 of the option applicable to this Section 8.3, subject to the satisfaction of the conditions set forth in Section 8.4, Sections 6.1(c) through 6.1(h)
shall not constitute Events of Default. 
 Section 8.4. Conditions to Legal or Covenant Defeasance. 

The following are the conditions precedent to the application of either Section 8.2 or 8.3 to the outstanding Notes as specified: 

In order to exercise either Legal Defeasance or Covenant Defeasance: 

(1) the Company must irrevocably deposit with the Paying Agent, in trust, for the benefit of the Holders cash in U.S. dollars, non-callable U.S. government obligations, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of,
premium, if any, and interest on the Notes on the stated date for payment thereof or on the applicable Redemption Date, as the case may be; 

(2) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States
reasonably acceptable to the Trustee confirming that: 
 (a) the Company has received from, or there has been published by,
the Internal Revenue Service a ruling; or 
 (b) since the date of this Indenture, there has been a change in the applicable
federal income tax law, 
 in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will
not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal
Defeasance had not occurred; 
 (3) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an
Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal
income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; 

(4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or
an Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowings); 

(5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under
this Indenture (other than a Default or an Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowings) or any other material agreement or instrument to which the Company or
any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; 
 (6) the Company shall have
delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or
defrauding any other creditors of the Company or others; 
 (7) the Company shall have delivered to the Trustee an
Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and 

  
 -63- 








 (8) the Company shall have delivered to the Trustee an Opinion of Counsel to the
effect that assuming no intervening bankruptcy of the Company between the date of deposit and the 91st day following the date of deposit and that no Holder is an insider of the Company, after the 91st day following the date of deposit, the trust
funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally. 

Notwithstanding the foregoing, the Opinion of Counsel required by clause (2) above with respect to a Legal Defeasance need not be
delivered if all Notes not theretofore delivered to the Trustee for cancellation (1) have become due and payable or (2) will become due and payable on the maturity date 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 the Company. 

Section 8.5. Deposited Money and U.S. Government Securities to Be Held in Trust; Other Miscellaneous Provisions. 

Subject to Section 8.6, all money and U.S. Government Securities (including the proceeds thereof) deposited with the Paying Agent (or
other qualifying trustee, collectively for purposes of this Section 8.5 only) pursuant to Section 8.4 in respect of the outstanding Notes shall be held in trust and applied by the Paying Agent, in accordance with the provisions of such
Notes and this Indenture, to the payment, either directly or through any Paying Agent (other than the Company) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, Redemption
Price or Purchase Price of, and Additional Interest, if any, or interest on, the Notes, that such money need not be segregated from other funds except to the extent required by law. 

The Company shall pay and indemnify the Trustee and the Paying Agent against any tax, fee or other charge imposed on or assessed against the
cash or U.S. Government Securities deposited pursuant to Section 8.4 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 VIII to the contrary notwithstanding, the Paying Agent shall deliver or pay to the Company from time to
time upon the request of the Company any money or U.S. Government Securities held by it as provided in Section 8.4 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee and the Paying Agent (which may be the opinion delivered under Section 8.4), 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 8.6. Repayment to Company. 

Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal, Redemption
Price or Purchase Price of, or Additional Interest, if any, or interest on any Note and remaining unclaimed for two years after such amount has become due and payable shall be paid to the Company on its request or (if then held by the Company) shall
be discharged from such trust; and the Holder of such Note shall thereafter look only to the Company for payment thereof as a general creditor, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability
of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, at the expense of the Company, if required by applicable law cause to
be published once, in The New York Times and The Wall Street Journal (national editions), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days after the date of such
notification or publication, any unclaimed balance of such money then remaining will be repaid to the Company. 
 Section 8.7. Reinstatement.

 If the Trustee or Paying Agent is unable to apply any United States dollars or U.S. Government Securities in accordance with
Section 8.2 or 8.3, 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 obligations of


  
 -64- 








 
the Company under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.2 or 8.3 until such time as the Trustee or Paying Agent
is permitted to apply all such money in accordance with Section 8.2 or 8.3, as the case may be; provided, however, that, if the Company makes any payment with respect to any Note following the reinstatement of its obligations, the
Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent. 

ARTICLE IX. 
 AMENDMENT,
SUPPLEMENT AND WAIVER 
 Section 9.1. Without Consent of Holders of Notes. 

Notwithstanding Section 9.2 of this Indenture, the Company, the Guarantors, if any, and the Trustee, the Paying Agent, Registrar and
Transfer Agent may amend or supplement this Indenture or the Notes without the consent of any Holder of a Note: 
 (a) to
cure any ambiguity, omission, defect or inconsistency so long as such changes do not adversely affect the rights of any of the Holders in any material respect. 

(b) to provide for the assumption of the Company’s obligations to the Holders of the Notes in the case of a merger or
consolidation or sale of all or substantially all of the Company’s assets pursuant to Article V; 
 (c) to comply
with the requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA; or 

(d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not
adversely affect the rights hereunder of any Holder of the Notes in any material respect. 
 Upon the written request of the Company,
accompanied by a Board Resolution (evidenced by an Officers’ Certificate) authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.2 (with copies to
the Agents), the Trustee, the Paying Agent, Registrar and Transfer Agent shall join with the Company 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, the Paying Agent, Registrar and Transfer Agent shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities
under this Indenture or otherwise. 
 Section 9.2. With Consent of Holders of Notes. 

Except as provided below in this Section 9.2, the Company, the Trustee, the Paying Agent, Registrar or Transfer Agent and the Guarantors,
if any, may amend or supplement this Indenture or the Notes with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a tender offer
or exchange offer for the Notes), and, subject to Sections 6.2, 6.4 and 6.7, any existing Default or Event of Default or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of a majority in
principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for the Notes). 

Without the consent of each Holder affected, an amendment or waiver may not (with respect to any Notes held by a non-consenting Holder): 

(1) reduce the amount of Notes whose Holders must consent to an amendment; 

  
 -65- 








 (2) reduce the rate of or change or have the effect of changing the time for
payment of interest, including defaulted interest, on any Notes; 
 (3) reduce the principal of or change or have the effect
of changing the fixed maturity of any Notes, or change the date on which any Notes may be subject to redemption or reduce the redemption price therefor; 

(4) make any Notes payable in money other than that stated in the Notes; 

(5) make any change in provisions of this Indenture protecting the right of each Holder to receive payment of principal of and
interest on such Note on or after the due date thereof or to bring suit to enforce such payment, or permitting Holders of a majority in principal amount of Notes to waive Defaults or Events of Default; 

(6) after the Company’s obligation to purchase Notes arises thereunder, amend, change or modify in any material respect
the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control or make and consummate a Net Proceeds Offer with respect to any Asset Sale that has been consummated or, after such Change of Control
has occurred or such Asset Sale has been consummated, modify any of the provisions or definitions with respect thereto; or 

(7) release any Guarantor that is a Significant Subsidiary from any of its obligations under its Guarantee or this Indenture
otherwise than in accordance with the terms of this Indenture. 
 Upon the written request of the Company accompanied by a resolution of the
Board (evidenced by an Officers’ Certificate) 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 7.2 (with copies to the Agents), the Trustee, the Paying Agent, Registrar and Transfer Agent shall join with the Company in the execution of such amended or
supplemental indenture unless such amended or supplemental indenture affects the Trustee’s, the Paying Agent’s, Registrar’s or Transfer Agent’s own rights, duties or immunities under this Indenture or otherwise, in which case the
Trustee, the Paying Agent, Registrar and Transfer Agent 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 9.2 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 Article IX becomes effective, the Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company 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. 
 Section 9.3. Compliance with
Trust Indenture Act. 
 Every amendment or supplement to this Indenture or the Notes shall be set forth in an amended or supplemental
indenture that complies with the TIA as then in effect. 
 Section 9.4. Revocation and Effect of Consents. 

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

  
 -66- 








 
effective. An amendment, supplement or waiver becomes effective in accordance with its terms and therefore binds every Holder. 

Section 9.5. Notation on or Exchange of Notes. 

The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Company in
exchange for all Notes may issue and the Trustee shall 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 9.6.
Trustee to Sign Amendment, Etc. 
 The Trustee shall sign any amended or supplemental indenture authorized pursuant to this
Article IX if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. The Company may not sign an amended or supplemental indenture until the Board approves such amended or
supplemental indenture. In executing any amended or supplemental indenture, the Trustee shall receive, in addition to the documents required by Section 12.4, and, subject to Section 7.1, shall be fully protected in relying upon, an
Officers’ Certificate and an Opinion of Counsel stating that (i) the execution of such amended or supplemental indenture is authorized or permitted by this Indenture, (ii) no Event of Default shall occur as a result of the execution
of such Officers’ Certificate or the delivery of such Opinion of Counsel and (iii) the amended or supplemental indenture complies with the terms of this Indenture. 

ARTICLE X. 
 GUARANTEE 

Section 10.1. Unconditional Guarantee. 

Each Guarantor hereby unconditionally guarantees, on a senior basis and jointly and severally, to each Holder of a Note authenticated and
delivered by the Trustee and to the Trustee and its successors and assigns, the Notes or the obligations of the Company hereunder or thereunder, that: (i) the principal of and interest on the Notes will be promptly paid in full when due,
subject to any applicable grace period, whether at maturity, by acceleration, upon redemption, purchase pursuant to Article III or otherwise, and interest on the overdue principal, if any, and interest on any interest, to the extent lawful, of the
Notes and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of
payment or renewal of any Notes or of any such other obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated
Maturity, by acceleration, upon redemption, purchase pursuant to Article III or otherwise, subject, however, in the case of clause (i) above and this clause (ii), to the limitations set forth in Section 10.3. Each Guarantor, if any, upon
the execution and delivery of a Guarantee pursuant to Section 4.16, hereby agrees that its 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 (other than a waiver of all or part of the provisions of this Article X), the recovery of any judgment against the
Company, and 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, if any, upon the execution and delivery of a Guarantee pursuant to
Section 4.16, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all
demands whatsoever and covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in the Notes, this Indenture and in this Guarantee. If any Holder or the Trustee is required by any court or
otherwise to return to the Company, any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Guarantor, any amount paid by the Company or any Guarantor to the Trustee or such Holder,
this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor, if any, upon the execution and delivery of a Guarantee pursuant to Section 

  
 -67- 








 
4.16, further agrees that, as between each Guarantor, 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 VI 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
acceleration of such obligations as provided in Article VI, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Guarantee. 

Section 10.2. Severability. 
 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. 

Section 10.3. Limitation of Guarantor’s Liability. 

(a) Each Guarantor, if any, upon the execution and delivery of a Guarantee pursuant to Section 4.16, and by its acceptance hereof each
Holder hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of any Bankruptcy Law, the Uniform Fraudulent
Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the obligations of such Guarantor under the Guarantee shall
be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the
obligations of such other Guarantor under its Guarantee or pursuant to Section 10.5, result in the obligations of such Guarantor under the Guarantee not constituting such fraudulent transfer or conveyance. 

(b) The Guarantees of the Subsidiary Guarantors shall be suspended during any Suspension Period, as provided in Section 4.20(b) hereof.

 Section 10.4. Release of Guarantor. 

(a) Any Guarantee by a Restricted Subsidiary pursuant to Section 4.16 shall be automatically and unconditionally released and discharged,
without any further action required on the part of the Trustee or any Holder of the Notes, upon: 
 (1) the unconditional
release of such Restricted Subsidiary from its liability in respect of the Indebtedness in connection with which such Guarantee was executed and delivered pursuant to Section 4.16; 

(2) the legal defeasance of the Notes as described under Sections 8.2 and 8.3; 

(3) (A) the merger of any Guarantor into the Company, (B) the dissolution of any Guarantor into the Company or
(C) the transfer of all or substantially all of the assets of any Guarantor to the Company; or 
 (4) the sale or other
disposition of all or substantially all of the assets of, or the sale of all of the capital stock of, or other disposition (by merger or otherwise) to any Person which is not a Restricted Subsidiary of the Company of all of the Company’s
Capital Stock in, or all or substantially all of the assets of, such Restricted Subsidiary; provided that (A) such sale or disposition of such Capital Stock or assets is otherwise in compliance with the terms of this Indenture and
(B) such assumption, guarantee or other liability of such Restricted Subsidiary has been released by the holders of the other Indebtedness so guaranteed. 

(b) The Trustee shall deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an
Officers’ Certificate and Opinion of Counsel certifying as to the compliance with this Section 10.4. Any Guarantor not so released shall remain liable for the full amount of principal of and interest on the Notes as provided in this
Article X. 

  
 -68- 








 (c) All Guarantees shall be of no further force and effect upon the occurrence of a Legal
Defeasance or a Covenant Defeasance pursuant to Section 8.2 or 8.3, subject to reinstatement pursuant to Section 8.7 under the circumstances described therein. 

Section 10.5. Contribution. 
 In
order to provide for just and equitable contribution among the Guarantors, the Guarantors agree, inter se, that in the event any payment or distribution is made by any Guarantor (a “Funding Guarantor”) under the Guarantee,
such Funding Guarantor shall be entitled to a contribution from all other Guarantors in a pro rata amount based on the Adjusted Net Assets (as defined below) of each Guarantor (including the Funding Guarantor) for all payments, damages and
expenses incurred by that Funding Guarantor in discharging the Company’s obligations with respect to the Notes or any other Guarantor’s obligations with respect to the Guarantee. “Adjusted Net Assets” of such Guarantor at
any date shall mean the lesser of the amount by which (x) the fair value of the property of such Guarantor exceeds the total amount of liabilities, including, without limitation, contingent liabilities (after giving effect to all other fixed
and contingent liabilities incurred or assumed on such date), but excluding liabilities under the Guarantee, of such Guarantor at such date and (y) the present fair salable value of the assets of such Guarantor at such date exceeds the amount
that will be required to pay the probable liability of such Guarantor on its debts (after giving effect to all other fixed and contingent liabilities incurred or assumed on such date), excluding debt in respect of the Guarantee of such Guarantor, as
they become absolute and matured. 
 Section 10.6. Waiver of Subrogation. 

Until all Obligations under the Notes and this Indenture are paid in full, each Guarantor, if any, upon the execution and delivery of a
Guarantee pursuant to Section 4.16, hereby irrevocably waives any claims or other rights which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of such Guarantor’s
obligations under the Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder against the Company, whether
or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any
other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and the Notes shall not have been paid in full, such amount shall have been deemed to
have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Holders, and shall, forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Notes, whether matured or
unmatured, in accordance with the terms of this Indenture. Each Guarantor, if any, upon the execution and delivery of a Guarantee pursuant to Section 4.16, acknowledges that it will receive direct and indirect benefits from the financing
arrangements contemplated by this Indenture and that the waiver set forth in this Section 10.6 is knowingly made in contemplation of such benefits. 

Section 10.7. Execution of Guarantee. 

To evidence its guarantee to the Holders set forth in this Article X, each Guarantor hereby agrees to execute the Guarantee in substantially
the form attached hereto as Exhibit C, which shall be endorsed on each Note ordered to be authenticated and delivered by the Trustee. Each Guarantor, upon the execution and delivery of a Guarantee pursuant to Section 4.16, hereby agrees
that its Guarantee shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Guarantee. Each such Guarantee shall be signed on behalf of each Guarantor by an Officer of the Guarantor. Such
signatures upon the Guarantee may be by manual or facsimile signature of such officer and may be imprinted or otherwise reproduced on the Guarantee, and in case any such officer who shall have signed the Guarantee shall cease to be such officer
before the Note on which such Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the Company, such Note nevertheless may be authenticated and delivered or disposed of as though the Person who signed
the Guarantee had not ceased to be such officer of the Guarantor. 

  
 -69- 








 Section 10.8. Waiver of Stay, Extension or Usury Laws. 

Each Guarantor, upon the execution and delivery of a Guarantee pursuant to Section 4.16, hereby covenants (to the extent that it may
lawfully do so) that it will not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law or any usury law or other law that would prohibit or forgive each such Guarantor from
performing its Guarantee as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this Indenture; and (to the extent that it may lawfully do so) each such Guarantor
hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though
no such law had been enacted. 
 ARTICLE XI. 

SATISFACTION AND DISCHARGE 
 Section 11.1.
Satisfaction and Discharge. 
 This Indenture will be discharged and will cease to be of further effect (except as set forth below) as
to all outstanding Notes and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture when: 

(1) either: 

(a) all the Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or
paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee or the Registrar (if
to the Registrar the Registrar shall provide written confirmation to the Trustee) for cancellation; or 
 (b) all Notes not
theretofore delivered to the Trustee or the Registrar (if to the Registrar the Registrar shall provide written confirmation to the Trustee) for cancellation (1) have become due and payable or (2) will become due and payable within one
year, or may be called for redemption within one year, under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company has irrevocably deposited or
caused to be deposited with the Trustee or Paying Agent as the case may be (if with the Paying Agent, the Company shall provide the Trustee with an Officers’ Certificate to evidence such deposit) funds in an amount sufficient to pay and
discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee or the Registrar for cancellation, for principal of, premium, if any, and interest on the Notes to the date of deposit, together with irrevocable instructions
from the Company directing the Paying Agent to apply such funds to the payment thereof at maturity or redemption, as the case may be; 

(2) the Company has paid all other sums payable under this Indenture by the Company; and 

(3) the Company has delivered to the Trustee (with a copy to the Registrar) an Officers’ Certificate and an Opinion of
Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with. 

Notwithstanding the satisfaction and discharge of this Indenture, the Company’s obligations in Sections 2.3, 2.4, 2.6, 2.7, 2.11, 7.7,
7.8, 12.2 and 12.4, and the Trustee’s and Paying Agent’s obligations in Section 11.2 shall survive until the Notes are no longer outstanding. Thereafter, only the Company’s obligations in Section 7.7 shall survive. 

  
 -70- 








 Section 11.2. Application of Trust. 

All money deposited with the Paying Agent pursuant to Section 11.1 shall be held in trust and, at the written direction of the Company, be
invested prior to maturity in U.S. Government Securities, and applied by the Paying Agent in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent as the Trustee may determine, to
the Persons entitled thereto, of the principal (and premium, if any) and interest for the payment of which money has been deposited with the Paying Agent; but such money need not be segregated from other funds except to the extent required by law.

 ARTICLE XII. 
 MISCELLANEOUS

 Section 12.1. Trust Indenture Act Controls. 

If any provision hereof limits, qualifies or conflicts with a provision of the TIA or another provision that would be required or deemed under
such Act to be part of and govern this Indenture if this Indenture were subject thereto, the latter provision shall control. If any provision of this Indenture modifies or excludes any provision of the TIA that may be so modified or excluded, the
latter provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be. 
 Section 12.2. Notices. 

Any notice or communication by the Company, the Trustee, the Paying Agent, the Registrar or the Transfer Agent to others is duly given if in
writing and delivered in Person or mailed by first class mail (registered or certified, return receipt requested), telex, telecopier or overnight air courier guaranteeing next day delivery, to the others’ address: 

If to the Company: 

Mobile Mini, Inc. 

7420 South Kyrene Road, Suite 101 

Tempe, Arizona 85283 

Attention: Christopher J. Miner, General Counsel 

Fax: (480) 281-3443 

With a copy to: 

DLA Piper LLP 

2525 East Camelback Road, Suite 1000 

Phoenix, Arizona 85016-4232 

Attention: Gregory R. Hall, Esq. 

Fax: (480) 606-5528 

If to the Trustee: 

Deutsche Bank Trust Company Americas 

Trust and Securities Services 

60 Wall Street, 16th Floor 

MS: NYC60-1630 New York, 

New York 10005 

Fax: (732) 578-4635 

Attention: Corporates Team / Mobile Mini, Inc. 

With a copy to: 

  
 -71- 








 Deutsche Bank National Trust Company 

for Deutsche Bank Trust Company Americas 

Trust and Agency Services 

100 Plaza One – 6th Floor 

MSJCY03-0699 

Jersey City, NJ 07311-3901 

USA 

Attn: Corporates Team, Mobile Mini, Inc. 

Facsimile: (732) 578-4635 

If to the Paying Agent, Registrar or Transfer Agent: 

Deutsche Bank Trust Company Americas 

Trust and Securities Services 

60 Wall Street, 16th Floor 

MS: NYC60-1630 

New York, New York 10005 

Fax: (732) 578-4635 

Attention: Corporates Team / Mobile Mini, Inc. 

With a copy to: 

Deutsche Bank National Trust Company 

for Deutsche Bank Trust Company Americas 

Trust and Agency Services 

100 Plaza One – 6th Floor 

MSJCY03-0699 

Jersey City, NJ 07311-3901 

USA 

Attn: Corporates Team, Mobile Mini, Inc. 

Facsimile: (732) 578-4635 

The Company, the Trustee, the Paying Agent, Registrar or Transfer Agent, by notice to the others, may designate additional or different
addresses for subsequent notices or communications. 
 All notices and communications shall be in writing and (other than those sent to
Holders) shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed, or in the case of any offer to purchase Notes under
Section 3.8, 3.9 or 3.10 upon the date the communication is postmarked; when receipt acknowledged, if telecopied; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery,
except that notices to the Trustee, the Paying Agent, Registrar or Transfer Agent shall be effective only upon receipt. 
 Any notice or
communication to a Holder shall be in writing and shall be mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the
Registrar. Any notice or communication shall also be so mailed to any Person described in TIA § 313(c), to the extent required by the TIA. 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 address receives it. 
 If the Company mails a notice or communication to Holders, it shall
mail a copy to the Trustee and each Agent at the same time. 

  
 -72- 








 Section 12.3. Communication by Holders of Notes with Other Holders of Notes. 

Holders may communicate pursuant to TIA § 312(b) with other Holders with respect to their rights under this Indenture or the Notes.
The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c). 
 Section 12.4. Certificate and
Opinion as to Conditions Precedent. 
 Upon any request or application by the Company and/or any Guarantor to the Trustee to take any
action under this Indenture, the Company and/or any Guarantor shall furnish to the Trustee: 
 (a) an Officers’
Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.5) 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 12.5) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied. 

Section 12.5. Statements Required in Certificate or Opinion. 

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate
provided pursuant to TIA § 314(a)(4)) shall comply with the provisions of TIA § 314(e) and shall include: 

(a) a statement that the Person making such certificate or opinion has read such covenant or condition; 

(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions
contained in such certificate or opinion are based; 
 (c) a statement that, in the opinion of such Person, he or she has
made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been satisfied; and 

(d) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied. 

Section 12.6. 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 Transfer Agent may make
reasonable rules and set reasonable requirements for its functions. 
 Section 12.7. No Personal Liability of Directors, Officers, Employees and
Stockholders. 
 No past, present or future director, officer, employee, incorporator, agent or stockholder or Affiliate of the Company,
as such, shall have any liability for any obligations of the Company under the Notes or this Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. No past, present or future director, officer,
employee, incorporator, agent or stockholder or Affiliate of any of the Guarantors, if any, as such, shall have any liability for any obligations of the Guarantors under 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 of Notes and Guarantees by accepting a Note and a Guarantee waives and releases all such liabilities. The waiver and release are part of the consideration for issuance of the Notes and
the Guarantees. Such waiver may not be effective to waive 

  
 -73- 








 
liabilities under the federal securities law and it is the view of the Commission that such a waiver is against public policy. 

Section 12.8. Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. 

THE VALIDITY AND INTERPRETATION OF THIS INDENTURE, THE GUARANTEES, IF ANY, AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK. EACH PARTY HERETO AGREES TO SUBMIT TO THE JURISDICTION OF ANY NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK OR ANY FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF
NEW YORK IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE GUARANTEES, IF ANY, AND THE NOTES, AND IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, JURISDICTION
OF THE AFORESAID COURTS IN RESPECT OF SUCH SUIT OR ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES AND THE GUARANTEES. EACH OF THE TRUSTEE, THE COMPANY AND ANY GUARANTOR IRREVOCABLY WAIVES, TO THE FULLEST EXTENT THAT IT
MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, TRIAL BY JURY AND ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR
PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. Nothing herein shall affect the right of the Trustee or any Holder of the Notes to serve process in any other manner permitted by law or to commence legal proceedings or
otherwise proceed against the Company or any Guarantor in any other jurisdiction. 
 Section 12.9. No Adverse Interpretation of Other
Agreements. 
 This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Company or its Subsidiaries
or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture. 
 Section 12.10. Successors.

 All agreements of the Company and any Guarantor in this Indenture and the Notes and Guarantees shall bind their successors. All agreements
of the Trustee in this Indenture shall bind its successors. 
 Section 12.11. Severability. 

In case any provision in this Indenture or in the Notes or any Guarantees shall be held to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 
 Section 12.12. Counterpart
Originals. 
 This Indenture may be executed in two or more counterparts, which when so executed shall constitute one and the same
agreement. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original
Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes. 

Section 12.13. Table of Contents, Headings, Etc. 

The Table of Contents, Cross-Reference Table and headings of the Articles and Sections of this Indenture, which 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. 

  
 -74- 








 Section 12.14. Qualification of Indenture. 

The Company shall qualify this Indenture under the TIA in accordance with the terms and conditions of the Registration Rights Agreement and
shall pay all reasonable costs and expenses (including attorneys’ fees for the Company, the Trustee, each Agent and the Holders) incurred in connection therewith, including, but not limited to, costs and expenses of qualification of this
Indenture and the Notes and printing this Indenture and the Notes. The Trustee shall be entitled to receive from the Company any such Officers’ Certificates, Opinions of Counsel or other documentation as it may reasonably request in connection
with any such qualification of this Indenture under the TIA. 
 Section 12.15. USA PATRIOT Act. 

In order to comply with the laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions,
including, without limitation, those relating to the funding of terrorist activities and money laundering, including Section 326 of the USA PATRIOT Act of the United States (“Applicable Law”), the Trustee is required to obtain,
verify, record and update certain information relating to individuals and entities which maintain a business relationship with the Trustee. Accordingly, each of the parties agree to provide to the Trustee, upon their request from time to time such
identifying information and documentation as may be available for such party in order to enable the Trustee to comply with Applicable Law. 

[Signatures on following pages] 

  
 -75- 








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

					
	 MOBILE MINI, INC.,
 as
Issuer

		
	By: 	 	/s/ Mark E. Funk
		 	Name:	 	Mark E. Funk
		 	Title:	 	Executive Vice President and Chief Financial Officer


  

					
	Guarantors:	 	
	
	 MOBILE STORAGE GROUP, INC.
 MOBILE
MINI I, INC.
 MOBILE MINI DEALER, INC.
 MOBILE MINI, LLC

MOBILE MINI, LLC
 A ROYAL WOLF PORTABLE STORAGE, INC.

A BETTER MOBILE STORAGE COMPANY
 MSG INVESTMENTS, INC.

MOBILE MINI FINANCE, LLC
 MSG MMI (TEXAS) L.P.

TEMPORARY MOBILE STORAGE, INC.
 SBOX STORAGE, LLC

GULF TANKS HOLDINGS, INC.
 EVERGREEN TANK SOLUTIONS, INC.

WATER MOVERS, INC.
 WATER MOVERS CONTRACTING, LLC

		
	By: 	 	/s/ Erik Olsson
		 	Name:	 	Erik Olsson
		 	Title:	 	Chief Executive Officer



  
 A-1 








 
			
	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee, Paying Agent, Registrar and Transfer Agent
	
	By: DEUTSCHE BANK NATIONAL TRUST COMPANY
		
	By: 	 	/s/ Robert S. Peschler
		 	Name: Robert L. Peschler
		 	Title: Vice President
		
	By: 	 	/s/ Linda Reale
		 	Name: Linda Reale
		 	Title: Vice President



  
 A-2 








 EXHIBIT A 

FORM OF SERIES A NOTE 

(Face of Note) 
 MOBILE MINI, INC.

 5.875% SENIOR NOTE DUE 2024 
 [THIS NOTE IS
A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A
PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY 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) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. 

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]1 
 THE SECURITY (OR ITS PREDECESSOR) 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 SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED,
ENCUMBERED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY 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 HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1)(a) INSIDE
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) PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT, (b) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT,
(c) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF APPLICABLE) OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN
OPINION OF 
  

	1 	 To be included only if the Note is issued in global form.




  
 A-3 








 
COUNSEL ACCEPTABLE TO THE COMPANY 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 OF THE SECURITY EVIDENCED HEREBY OF THE RESALE
RESTRICTIONS SET FORTH IN CLAUSE (A) ABOVE. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALE OF THE SECURITY EVIDENCED HEREBY. 

  
 A-4 








 MOBILE MINI, INC. 

5.875% SENIOR NOTE DUE 2024 
  

			
	 No.
	  	CUSIP No.
		  	$                                     
   

 Interest Payment Dates: January 1 and July 1, commencing January 1, 2017 

Record Dates: December 15 and June 15 

MOBILE MINI, INC., a Delaware corporation (the “Company,” which term includes any successor corporation under the indenture
hereinafter referred to), for value received, promises to pay to CEDE & CO., or registered assigns, the principal sum of $[            ] on July 1, 2024. 

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as set forth at this place. 
 Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefits under the Indenture referred to on the reverse hereof or be valid or obligatory for any purpose. 

  
 A-5 








 IN WITNESS WHEREOF, the Company has caused this Note to be duly executed. 

 

			
	Dated:
	
	MOBILE MINI, INC.
		
	By:	 	 
		 	Name:
		 	Title:


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

DEUTSCHE BANK TRUST COMPANY 
 AMERICAS, as Trustee 

By: DEUTSCHE BANK NATIONAL TRUST COMPANY 

			
		
	By:	 	 
		 	Authorized Signatory


  
 A-6 








 (Back of Note) 

5.875% Senior Notes due 2024 

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

1. Interest. The Company promises to pay interest on the principal amount of this Note at the rate of 5.875% per annum from the
date of original issuance until maturity and shall pay the Additional Interest pursuant to the registration rights agreement referred below. The Company shall pay interest and Additional Interest semi-annually on January 1 and July 1 of
each year, commencing January 1, 2017, or if any such day is not a Business Day, on the next succeeding Business Day (each an “Interest Payment 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 the date of issuance; provided that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face
hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided, further, that the first Interest Payment Date shall be January 1, 2017. The Company shall pay
interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue payments of the principal, Purchase Price and Redemption Price of this Note from time to time on demand at a rate that is 2% per annum in excess
of the rate then in effect; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any (without regard to any applicable grace periods),
hereon from time to time on demand at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day months. 

2. Method of Payment. The Company shall pay interest on the Notes (except defaulted interest) and Additional Interest, if any, to the
Persons who are registered Holders of Notes at the close of business on the December 15 and June 15 next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment
Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. Any such installment of interest or Additional Interest, if any, not punctually paid or duly provided for shall forthwith cease to be payable to the
registered Holders on such Interest Payment Date, and may be paid to the registered Holders at the close of business on a special interest payment date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be
given to the registered Holders not less than 10 days prior to such special interest payment date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be
listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The Notes will be payable as to principal, Redemption Price, Purchase Price, interest and Additional Interest, if any, at the office or
agency of the Company maintained for such purpose within or without the City and State of New York, or, at the option of the Company, payment of interest and Additional Interest may be made by check mailed to the Holders at their addresses set forth
in the register of Holders, provided that payment by wire transfer of immediately available funds will be required with respect to principal, Redemption Price and Purchase Price of, and interest and Additional Interest (if any) on, all Global
Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the Paying Agent. 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, Registrar and Paying Agent. Initially, Deutsche Bank Trust Company Americas will act
as Paying Agent, Registrar and Transfer Agent. The Company may change any Paying Agent, Registrar or Transfer Agent without notice to any Holder. The Company may act in any such capacity. 

4. Indenture. The Company issued $250.0 million in aggregate principal amount of the Notes under an Indenture dated as of May 9,
2016 (the “Indenture”) between the Company, the Guarantors party thereto from time to time, the Trustee, the Paying Agent, Registrar and Transfer Agent. Additional Notes may be issued from time to time, subject to limitations set
forth in the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S.C. Code §§ 77aaa-77bbbb). The Notes are
subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. The Notes are general obligations of the Company. The Company may issue Additional Notes under the Indenture. 

  
 A-7 








 5. Optional Redemption. The Company may redeem the Notes at any time at its option, in
whole or in part, upon not less than 45 days (unless a shorter time period shall be agreed to by the Trustee) notice to the Trustee and Paying Agent and not less than 30 nor more than 60 days’ notice to the holders of the Notes. To redeem the
Notes prior to July 1, 2019, the Company must pay a redemption price equal to the greater of: 
 (a) 100% of the
principal amount of the Notes to be redeemed; and 
 (b) the sum of the present values of (1) the redemption price of
the Notes at July 1, 2019 (as set forth below) and (2) the remaining scheduled payments of interest from the Redemption Date to July 1, 2019, but excluding accrued and unpaid interest, if any, to the Redemption Date, discounted to the
Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), at the Treasury Rate (determined on the second business day immediately preceding the Redemption Date) plus 50 basis points, 

plus, in each case, 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). 
 Beginning on July 1, 2019, the Company may redeem the Notes at its
option, in whole or in part, at the following Redemption Prices (expressed as percentages of the principal amount thereof) if redeemed during the twelve-month period commencing on July 1 of the year set
forth below: 
  

					
	 Year
	  	Percentage	 
	 2019
	  	 	104.406	% 
	 2020
	  	 	102.938	% 
	 2021
	  	 	101.469	% 
	 2022 and thereafter
	  	 	100.000	% 

 In addition, the Company must pay accrued and unpaid interest on the Notes redeemed. 

6. Optional Redemption upon Equity Offerings. At any time, or from time to time, on or prior to July 1, 2019, the Company may, at
its option, use the net cash proceeds of one or more public or private offering of Qualified Capital Stock (as defined in the Indenture) of the Company to redeem up to 35% of the principal amount of the Notes issued under the Indenture at a
redemption price of 105.875% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the Redemption Date; provided that at least 65% of the principal amount of Notes issued under the Indenture remains outstanding
immediately after any such redemption and the Company makes such redemption not more than 90 days after the consummation of any such Equity Offering. 

7. Mandatory Redemption. Except as set forth in Paragraph 9 below with respect to repurchases of Notes in certain events, the Company
shall not be required to make mandatory redemption or repurchase payments with respect to the Notes. 
 8. Selection and Notice of
Redemption. Subject to the provisions of the Indenture, a notice of redemption will be mailed at least 30 days but not more than 60 days before the Redemption Date to each Holder whose Notes are to be redeemed at its registered address. Notes in
denominations larger than $2,000 (or integral multiples of $1,000 in excess thereof) may be redeemed in part, unless all of the Notes held by a Holder are to be redeemed. On and after the Redemption Date interest ceases to accrue on Notes or
portions thereof called for redemption. 
 If less than all of the Notes are to be redeemed, the Trustee shall select the Notes or portions
thereof to be redeemed (a) in compliance with the requirements of the national securities exchange, if any, on which the Notes are listed; or (b) if the Notes are not listed on any national securities exchange, on a pro rata basis,
by lot or by such method as the Trustee shall deem fair and appropriate (subject to DTC procedures). 

  
 A-8 








 9. Repurchase at Option of Holder. 

(a) Change of Control Offer. Upon the occurrence of a Change of Control (unless the Company has exercised its right to redeem the Notes
as described in paragraph 5 above and in the Indenture), the Company shall be required to make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess
thereof) of each Holder’s Notes at a Purchase Price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Interest, if any, to the date of repurchase, in accordance with the
procedures set forth in the Indenture. Within 30 days following any Change of Control, the Company shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. 

(b) Net Proceeds Offer. If on the 366th day after an Asset Sale the Company has not applied or invested the Net Cash Proceeds or
non-cash consideration received by the Company or any Restricted Subsidiary, as the case may be, in connection with any Asset Sale that is converted into or sold or otherwise disposed of for cash (as described in Section 4.10 of the Indenture)
relating to such Asset Sale as set forth in clauses (3)(a) and (3)(b) of paragraph (a) of Section 4.10 of the Indenture (each, a “Net Proceeds Offer Trigger Date”), such aggregate amount of Net Cash Proceeds
which has not been applied or invested on or before such Net Proceeds Offer Trigger Date as permitted in clauses (3)(a) and (3)(b) of paragraph (a) of Section 4.10 of the Indenture (each, a “Net Proceeds Offer
Amount”) shall be applied by the Company to make an offer to purchase (the “Net Proceeds Offer”) pursuant to Sections 3.10 and 4.10 of the Indenture to all Holders and, to the extent required by the terms of any other debt
that is pari passu with the Notes (“Pari Passu Debt”), to all holders of such Pari Passu Debt on the Net Proceeds Offer Payment Date not less than 30 nor more than 60 days following the applicable Net Proceeds Offer Trigger Date,
from all Holders (and holders of any Pari Passu Debt) pro rata, the maximum amount of Notes and such other Pari Passu Debt equal to the Net Proceeds Offer Amount with respect to the Notes at a price equal to 100% of the principal amount of
the Notes (and Pari Passu Debt) to be purchased, plus accrued and unpaid interest thereon, if any, to the Purchase Date. 
 Each Net
Proceeds Offer will be mailed to the record Holders as shown on the register of Holders within 30 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth in the Indenture. Upon
receiving notice of the Net Proceeds Offer, Holders may elect to tender their Notes in whole or in part equal to $2,000 or in integral multiples of $1,000 in excess thereof in exchange for cash. To the extent Holders properly tender Notes in an
amount exceeding the Net Proceeds Offer Amount, the tendered Notes will be purchased pro rata based on the aggregate amounts of Notes and Pari Passu Debt of the Company properly tendered (and the Trustee shall select the tendered Notes of
tendering Holders pro rata based on the amount of Notes and other pari passu Indebtedness of the Company properly tendered). A Net Proceeds Offer shall remain open for a period of 20 Business Days or such longer period as may be required by law.

 10. Denominations, Transfer, Exchange. The Notes are in registered form without coupons in denominations of $2,000 (or integral
multiples of $1,000 in excess thereof). 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 Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company 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, it need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date and the
corresponding Interest Payment Date. 
 11. Persons Deemed Owners. The registered Holder of a Note may be treated as its owner for
all purposes. 
 12. Amendment, Supplement and Waiver. Subject to certain exceptions, the Indenture and the Notes may be amended or
supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes, and any existing default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the
Holders of a majority in principal amount of the then outstanding Notes. Without the consent of any Holder of a Note, the Indenture and the Notes may be amended or supplemented to cure any ambiguity, defect or inconsistency, to provide for the
assumption of the Company’s obligations to 

  
 A-9 








 
Holders of the Notes in case of a merger or consolidation or sale of all or substantially all of the Company’s assets pursuant to Article V of the Indenture, to make any change that would
provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, or to comply with the Trust Indenture Act. 

13. Defaults and Remedies. (i) the failure to pay interest on any Notes when the same becomes due and payable and the default
continues for a period of 30 days; (ii) the failure to pay the principal on any Notes, when such principal becomes due and payable, at maturity, upon redemption or otherwise (including the failure to make a payment to purchase Notes tendered
pursuant to a Change of Control Offer or a Net Proceeds Offer); (iii) a default in the observance or performance of any other covenant or agreement contained in the Indenture which default continues for a period of 30 days after the Company
receives written notice specifying the default (and demanding that such default be remedied) from the Trustee or the Holders of at least 25% of the outstanding principal amount of the Notes (except in the case of a default under Section 5.1 of
the Indenture, which will constitute an Event of Default with such notice requirement but without such passage of time requirement); (iv) the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions
thereof) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary of the Company, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or
otherwise cured within 20 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in
default for failure to pay principal at final stated maturity or which has been accelerated (in each case with respect to which the 20-day period described above has elapsed), aggregates $25.0 million or more at any time; (v) one or more
judgments in an aggregate amount in excess of $25.0 million shall have been rendered against the Company or any of its Restricted Subsidiaries and such judgments remain undischarged, unpaid or unstayed for a period of 60 days after such
judgment or judgments become final and non-appealable; (vi) certain events of bankruptcy affecting the Company or any of its Significant Subsidiaries; or (vii) any Guarantee of a Significant Subsidiary ceases to be in full force and effect
or is declared to be null and void and unenforceable or is found to be invalid or any Guarantor that is a Significant Subsidiary denies its liability under its Guarantee (other than by reason of release of a Guarantor in accordance with the terms of
the Indenture). 
 14. Trustee Dealings with Company. Subject to certain limitations, the Trustee under the Indenture, in its
individual or any other capacity, may become owner or pledgee of Notes and may otherwise deal with the Company or its Affiliates as if it were not Trustee. 

15. No Recourse Against Others. No past, present or future director, officer, employee, incorporator or stockholder of the Company, as
such, shall have any liability for any obligations of the Company under the Notes or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all
such liability. The waiver and release are part of the consideration for the issuance of the Notes. 
 16. Authentication. This Note
shall not be valid until authenticated by the signature of the Trustee or an authenticating agent. 
 17. Abbreviations. Customary
abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian),
and U/G/M/A (= Uniform Gifts to Minors Act). 
 18. Discharge Prior to Maturity. If the Company deposits with the Trustee or Paying
Agent cash or U.S. Government Securities sufficient to pay the principal or Redemption Price of, and interest and Additional Interest, if any, on, the Notes to maturity or a specified Redemption Date and satisfies certain conditions specified in the
Indenture, the Company will be discharged from the Indenture, except for certain Sections thereof. 
 19. Governing Law. The validity
and interpretation of the Indenture, the Guarantees, if any, and this Note shall be governed by and construed in accordance with the laws of the state of New York. Each party hereto agrees to submit to the jurisdiction of any New York state court
sitting in the Borough of Manhattan in the City of New York or any federal court sitting in the Borough of Manhattan in the City of New York in respect of 

  
 A-10 








 
any suit, action or proceeding arising out of or relating to the Indenture, the Guarantees, if any, and the Notes, and irrevocably accepts for itself and in respect of its property, generally and
unconditionally, jurisdiction of the aforesaid courts in respect of such suit or action or proceeding arising out of or relating to the Indenture, the Notes and the Guarantees. Each of the Trustee, the Company and any Guarantor irrevocably waives,
to the fullest extent that it may effectively do so under applicable law, trial by jury and any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim
that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. 
 20. CUSIP Numbers.
Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience
to Holders. No representation is made as to the correctness or accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption or repurchase and reliance may be placed only on the other identification numbers
placed thereon. 
 21. Registration Rights. Pursuant to a registration rights agreement, the Company will be obligated upon the
occurrence of certain events to consummate an exchange offer pursuant to which the Holder of this Note shall have the right to exchange this Series A Note for the Company’s 5.875% Senior Notes due 2024, Series B, which have been
registered under the Securities Act, in like principal amount and having terms identical in all material respects as the Series A Notes. The Holders shall be entitled to receive certain Additional Interest payments in the event such exchange
offer is not consummated and upon certain other conditions, all pursuant to and in accordance with the terms of such registration rights agreement. In the event that the Company is required to pay Additional Interest to holders of Notes pursuant to
the Registration Rights Agreement, the Company will provide to the Trustee and the Paying Agent written notice of its obligation to pay Additional Interest no later than fifteen days prior to the proposed payment date for the Additional Interest,
and an Officers’ Certificate shall set forth the amount of Additional Interest to be paid by the Company on such payment date. The Trustee and the Paying Agent shall not at any time be under any duty or responsibility to any holder of Notes to
determine the Additional Interest, or with respect to the nature, extent, or calculation of the amount of Additional Interest owed, or with respect to the method employed in such calculation of the Additional Interest. 

The Company will furnish to any Holder upon written request and without charge a copy of the Indenture. Request may be made to: 

 

					
		 	 Mobile Mini, Inc.
 7420 South Kyrene Road, Suite
101
 Tempe, Arizona 85283
 Attention: Secretary
	 	


  
 A-11 








 ASSIGNMENT FORM 

To assign this Note, fill in the form below: 

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

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

 
  
  

 
  

 
  

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

and irrevocably appoint                    
                                         
                                         
                                         
                               

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

Date:
                     
  

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


 Signature
Guarantee:                                       
                                         
                                     

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements
include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for,
STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. 

  
 A-12 








 OPTION OF HOLDER TO ELECT PURCHASE 

If you wish to elect to have all or any portion of this Note purchased by the Company pursuant to Section 4.10 (“Net Proceeds
Offer”) or Section 4.15 (“Change of Control Offer”) of the Indenture, check the applicable boxes 
  

			
	  ̈ Net Proceeds Offer:
	  	 ̈Change of Control Offer:
		
	 in whole        
 ̈
	  	      in whole          ̈
		
	 in part              ̈
	  	      in part              ̈
		
	 Amount to be

purchased:
$                    
	  	Amount to be
 purchased:
$                    


  

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

 Signature
Guarantee:                                       
                                         
                                         
                                         
           
 Signatures must be guaranteed by an “eligible guarantor institution” meeting
the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the
Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. 
 Social Security Number
or 
 Taxpayer Identification
Number:                                        
                                         
                                         
                               

  
 A-13 








 SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTES 

The following exchanges of a part of this Global Note for Certificated Notes or a part of another Global Note have been made: 

 

									
	 Date of Exchange
	 	
Amount of decrease
in principal amount
of this Global Note
	 	
Amount of increase
in principal amount
of this Global Note
	  	Principal amount of
this Global Note
following such
decrease (or
increase)	  	Signature of
authorized officer of
Trustee or Registrar


  
 A-14 








 EXHIBIT B 

FORM OF SERIES B NOTE 

(Face of Note) 
 MOBILE
MINI, INC. 
 5.875% SENIOR NOTE DUE 2024 

[THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A
DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS
SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY 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) MAY BE REGISTERED EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE. 
 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW
YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 

 

	2 	To be included only if the Note is issued in global form. 


  
 B-1 








 MOBILE MINI, INC. 

5.875% SENIOR NOTE DUE 2024 
  

			
		  	CUSIP No.
	 No.
	  	$                                     
       

 Interest Payment Dates: January 1 and July 1, commencing January 1, 2017 

Record Dates: December 15 and June 15 

MOBILE MINI, INC., a Delaware corporation (the “Company,” which term includes any successor corporation under the indenture
hereinafter referred to ), for value received, promises to pay to CEDE & CO., or registered assigns, the principal sum of $[            ] on July 1, 2024. 

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as set forth at this place. 
 Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefits under the Indenture referred to on the reverse hereof or be valid or obligatory for any purpose. 

IN WITNESS WHEREOF, the Company has caused this Note to be duly executed. 

 

			
	Dated:
	
	MOBILE MINI, INC.
		
	By:	 	 
		 	Name:
		 	Title:


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

DEUTSCHE BANK TRUST COMPANY 
 AMERICAS, as Trustee 

By: DEUTSCHE BANK NATIONAL TRUST COMPANY 
  

			
	By:	 	 
		 	Authorized Signatory


  
 B-2 








 (Back of Note) 

5.875% Senior Notes due 2024 

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

1. Interest. The Company promises to pay interest on the principal amount of this Note at the rate of 5.875% per annum from the
date of original issuance until maturity. The Company shall pay interest semi-annually on January 1 and July 1 of each year, commencing January 1, 2017, or if any such day is not a Business Day, on the next succeeding Business Day
(each an “Interest Payment 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 the date of issuance; provided that if there is no existing
Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date;
provided, further, that the first Interest Payment Date shall be January 1, 2017. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue payments of the principal,
Purchase Price and Redemption Price of this Note from time to time on demand at a rate that is 2% per annum in excess of the rate then in effect; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy
Law) on overdue installments of interest and Additional Interest, if any (without regard to any applicable grace periods), hereon from time to time on demand at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day
year of twelve 30-day months. 
 2. Method of Payment. The Company shall pay interest on the Notes (except defaulted interest) and
Additional Interest, if any, to the Persons who are registered Holders of Notes at the close of business on the December 15 and June 15 next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on
or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. Any such installment of interest or Additional Interest, if any, not punctually paid or duly provided for shall
forthwith cease to be payable to the registered Holders on such Interest Payment Date, and may be paid to the registered Holders at the close of business on a special interest payment date to be fixed by the Trustee for the payment of such defaulted
interest, notice whereof shall be given to the registered Holders not less than 10 days prior to such special interest payment date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities
exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The Notes will be payable as to principal, Redemption Price, Purchase Price, interest and Additional
Interest, if any, at the office or agency of the Company maintained for such purpose within or without the City and State of New York, or, at the option of the Company, payment of interest and Additional Interest may be made by check mailed to the
Holders at their addresses set forth in the register of Holders, provided that payment by wire transfer of immediately available funds will be required with respect to principal, Redemption Price and Purchase Price of, and interest and
Additional Interest (if any) on, all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the Trustee or the Paying Agent. 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, Registrar and Transfer
Agent. Initially, Deutsche Bank Trust Company Americas will act as Paying Agent, Registrar and Transfer Agent. The Company may change any Paying Agent, Registrar or Transfer Agent without notice to any Holder. The Company may act in any such
capacity. 
 4. Indenture. The Company issued $250.0 million in aggregate principal amount of the Notes under an Indenture dated as
of May 9, 2016 (the “Indenture”) between the Company, the Guarantors party thereto from time to time, the Trustee, the Paying Agent, Registrar and Transfer Agent. Additional Notes may be issued from time to time, subject to
limitations set forth in the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S.C. Code §§ 77aaa-77bbbb).
The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. The Notes are general obligations of the Company. The Company may issue Additional Notes under the Indenture. 

  
 B-3 








 5. Optional Redemption. The Company may redeem the Notes at any time at its option, in
whole or in part, upon not less than 45 days (unless a shorter time period shall be agreed to by the Trustee) notice to the Trustee and Paying Agent and not less than 30 nor more than 60 days’ notice to the holders of the Notes. To redeem the
Notes prior July 1, 2019, the Company must pay a redemption price equal to the greater of: 
 (a) 100% of the principal
amount of the Notes to be redeemed; and 
 (b) the sum of the present values of (1) the redemption price of the Notes at
July 1, 2019 (as set forth below) and (2) the remaining scheduled payments of interest from the Redemption Date to July 1, 2019, but excluding accrued and unpaid interest, if any, to the Redemption Date, discounted to the Redemption
Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), at the Treasury Rate (determined on the second business day immediately preceding the Redemption Date) plus 50 basis points, 

plus, in each case, 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). 
 Beginning on July 1, 2019, the Company may redeem the Notes at its
option, in whole or in part, at the following Redemption Prices (expressed as percentages of the principal amount thereof) if redeemed during the twelve-month period commencing on July 1 of the year set
forth below: 
  

					
	 Year
	  	Percentage	 
	 2019
	  	 	104.406	% 
	 2020
	  	 	102.938	% 
	 2021
	  	 	101.469	% 
	 2022 and thereafter
	  	 	100.000	% 

 In addition, the Company must pay accrued and unpaid interest on the Notes redeemed. 

6. Optional Redemption upon Equity Offerings. At any time, or from time to time, on or prior to July 1, 2019, the Company may, at
its option, use the net cash proceeds of one or more public or private offering of Qualified Capital Stock (as defined in the Indenture) of the Company to redeem up to 35% of the principal amount of the Notes issued under the Indenture at a
redemption price of 105.875% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the Redemption Date; provided that at least 65% of the principal amount of Notes issued under the Indenture remains outstanding
immediately after any such redemption and the Company makes such redemption not more than 90 days after the consummation of any such Equity Offering. 

7. Mandatory Redemption. Except as set forth in Paragraph 9 below with respect to repurchases of Notes in certain events, the Company
shall not be required to make mandatory redemption or repurchase payments with respect to the Notes. 
 8. Selection and Notice of
Redemption. Subject to the provisions of the Indenture, a notice of redemption will be mailed at least 30 days but not more than 60 days before the Redemption Date to each Holder whose Notes are to be redeemed at its registered address. Notes in
denominations larger than $2,000 (or integral multiples of $1,000 in excess thereof) may be redeemed in part, unless all of the Notes held by a Holder are to be redeemed. On and after the Redemption Date interest ceases to accrue on Notes or
portions thereof called for redemption. 
 If less than all of the Notes are to be redeemed, the Trustee shall select the Notes or portions
thereof to be redeemed (a) in compliance with the requirements of the national securities exchange, if any, on which the Notes are listed; or (b) if the Notes are not listed on any national securities exchange, on a pro rata basis,
by lot or by such method as the Trustee shall deem fair and appropriate (subject to DTC procedures). 

  
 B-4 








 9. Repurchase at Option of Holder. 

(a) Change of Control Offer. Upon the occurrence of a Change of Control (unless the Company has exercised its right to redeem the Notes
as described in paragraph 5 above and in the Indenture), the Company shall be required to make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess
thereof) of each Holder’s Notes at a Purchase Price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Interest, if any, to the date of repurchase, in accordance with the
procedures set forth in the Indenture. Within 30 days following any Change of Control, the Company shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. 

(b) Net Proceeds Offer. If on the 366th day after an Asset Sale the Company has not applied or invested the Net Cash Proceeds or
non-cash consideration received by the Company or any Restricted Subsidiary, as the case may be, in connection with any Asset Sale that is converted into or sold or otherwise disposed of for cash (as described in Section 4.10 of the Indenture)
relating to such Asset Sale as set forth in clauses (3)(a) and (3)(b) of paragraph (a) of Section 4.10 of the Indenture (each, a “Net Proceeds Offer Trigger Date”), such aggregate amount of Net Cash Proceeds
which has not been applied or invested on or before such Net Proceeds Offer Trigger Date as permitted in clauses (3)(a) and (3)(b) of paragraph (a) of Section 4.10 of the Indenture (each, a “Net Proceeds Offer
Amount”) shall be applied by the Company to make an offer to purchase (the “Net Proceeds Offer”) pursuant to Sections 3.10 and 4.10 of the Indenture to all Holders and, to the extent required by the terms of any other debt
that is pari passu with the Notes (“Pari Passu Debt”), to all holders of such Pari Passu Debt on the Net Proceeds Offer Payment Date not less than 30 nor more than 60 days following the applicable Net Proceeds Offer Trigger Date,
from all Holders (and holders of any Pari Passu Debt) pro rata, the maximum amount of Notes and such other Pari Passu Debt equal to the Net Proceeds Offer Amount with respect to the Notes at a price equal to 100% of the principal amount of
the Notes (and Pari Passu Debt) to be purchased, plus accrued and unpaid interest thereon, if any, to the Purchase Date. 
 Each Net
Proceeds Offer will be mailed to the record Holders as shown on the register of Holders within 30 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth in the Indenture. Upon
receiving notice of the Net Proceeds Offer, Holders may elect to tender their Notes in whole or in part equal to $2,000 in integral multiples of $1,000 in excess thereof in exchange for cash. To the extent Holders properly tender Notes in an amount
exceeding the Net Proceeds Offer Amount, the tendered Notes will be purchased pro rata based on the aggregate amounts of Notes and Pari Passu Debt of the Company properly tendered (and the Trustee shall select the tendered Notes of tendering
Holders pro rata based on the amount of Notes and other pari passu Indebtedness of the Company properly tendered). A Net Proceeds Offer shall remain open for a period of 20 Business Days or such longer period as may be required by law. 

10. Denominations, Transfer, Exchange. The Notes are in registered form without coupons in denominations of $2,000 (or integral
multiples of $1,000 in excess thereof). 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 Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company 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, it need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date and the
corresponding Interest Payment Date. 
 11. Persons Deemed Owners. The registered Holder of a Note may be treated as its owner for
all purposes. 
 12. Amendment, Supplement and Waiver. Subject to certain exceptions, the Indenture and the Notes may be amended or
supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes, and any existing default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the
Holders of a majority in principal amount of the then outstanding Notes. Without the consent of any Holder of a Note, the Indenture and the Notes may be amended or supplemented to cure any ambiguity, defect or inconsistency, to provide for the
assumption of the Company’s obligations to 

  
 B-5 








 
Holders of the Notes in case of a merger or consolidation or sale of all or substantially all of the Company’s assets pursuant to Article V of the Indenture, to make any change that would
provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, or to comply with the Trust Indenture Act. 

13. Defaults and Remedies. (i) the failure to pay interest on any Notes when the same becomes due and payable and the default
continues for a period of 30 days; (ii) the failure to pay the principal on any Notes, when such principal becomes due and payable, at maturity, upon redemption or otherwise (including the failure to make a payment to purchase Notes tendered
pursuant to a Change of Control Offer or a Net Proceeds Offer); (iii) a default in the observance or performance of any other covenant or agreement contained in the Indenture which default continues for a period of 30 days after the Company
receives written notice specifying the default (and demanding that such default be remedied) from the Trustee or the Holders of at least 25% of the outstanding principal amount of the Notes (except in the case of a default with respect to the
“Merger, Consolidation and Sale of Assets” covenant, which will constitute an Event of Default with such notice requirement but without such passage of time requirement); (iv) the failure to pay at final maturity (giving effect to any
applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary of the Company, or the acceleration of the final stated maturity of any such Indebtedness (which
acceleration is not rescinded, annulled or otherwise cured within 20 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal
amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been accelerated (in each case with respect to which the 20-day period described above has elapsed), aggregates $25.0 million or
more at any time; (v) one or more judgments in an aggregate amount in excess of $25.0 million shall have been rendered against the Company or any of its Restricted Subsidiaries and such judgments remain undischarged, unpaid or unstayed for
a period of 60 days after such judgment or judgments become final and non-appealable; (vi) certain events of bankruptcy affecting the Company or any of its Significant Subsidiaries; or (vii) any Guarantee of a Significant Subsidiary ceases
to be in full force and effect or is declared to be null and void and unenforceable or is found to be invalid or any Guarantor that is a Significant Subsidiary denies its liability under its Guarantee (other than by reason of release of a Guarantor
in accordance with the terms of the Indenture). 
 14. Trustee Dealings with Company. Subject to certain limitations, the Trustee
under the Indenture, in its individual or any other capacity, may become owner or pledgee of Notes and may otherwise deal with the Company or its Affiliates as if it were not Trustee. 

15. No Recourse Against Others. No past, present or future director, officer, employee, incorporator or stockholder of the Company, as
such, shall have any liability for any obligations of the Company under the Notes or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all
such liability. The waiver and release are part of the consideration for the issuance of the Notes. 
 16. Authentication. This Note
shall not be valid until authenticated by the signature of the Trustee or an authenticating agent. 
 17. Abbreviations. Customary
abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian),
and U/G/M/A (= Uniform Gifts to Minors Act). 
 18. Discharge Prior to Maturity. If the Company deposits with the Trustee or Paying
Agent cash or U.S. Government Securities sufficient to pay the principal or Redemption Price of, and interest and Additional Interest, if any, on, the Notes to maturity or a specified Redemption Date and satisfies certain conditions specified in the
Indenture, the Company will be discharged from the Indenture, except for certain Sections thereof. 
 19. Governing Law. The validity
and interpretation of the Indenture, the Guarantees, if any, and this Note shall be governed by and construed in accordance with the laws of the state of New York. Each party hereto agrees to submit to the jurisdiction of any New York state court
sitting in the Borough of Manhattan in the City of New York or any federal court sitting in the Borough of Manhattan in the City of New York in respect of 

  
 B-6 








 
any suit, action or proceeding arising out of or relating to the Indenture, the Guarantees, if any, and the Notes, and irrevocably accepts for itself and in respect of its property, generally and
unconditionally, jurisdiction of the aforesaid courts in respect of such suit or action or proceeding arising out of or relating to the Indenture, the Notes and the Guarantees. Each of the Trustee, the Company and any Guarantor irrevocably waives,
to the fullest extent that it may effectively do so under applicable law, trial by jury and any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim
that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. 
 20. CUSIP Numbers.
Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience
to Holders. No representation is made as to the correctness or accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption or repurchase and reliance may be placed only on the other identification numbers
placed thereon. 
 The Company will furnish to any Holder upon written request and without charge a copy of the Indenture. Request may be
made to: 
  

					
		  	 Mobile Mini, Inc.
 7420 South Kyrene Road, Suite
101
 Tempe, Arizona 85283
 Attention: Secretary
	  	


  
 B-7 








 ASSIGNMENT FORM 

To assign this Note, fill in the form below: 

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

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

 
  
  

 
  

 
  

 
 (Print or type assignee’s name
address and zip code) 
 and irrevocably
appoint                                        
                                         
                                         
                                         
          
 agent to transfer this Note on the books of the Company. The agent may substitute another to act
for him. 
 Date:
                                        

  

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


 Signature
Guarantee:                                       
                                         
                                     

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements
include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for,
STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. 

  
 B-8 








 OPTION OF HOLDER TO ELECT PURCHASE 

If you wish to elect to have all or any portion of this Note purchased by the Company pursuant to Section 4.10 (“Net Proceeds
Offer”) or Section 4.15 (“Change of Control Offer”) of the Indenture, check the applicable boxes 
  

			
	  ̈ Net Proceeds Offer:
	  	 ̈ Change of Control Offer:
		
	 in whole        
 ̈
	  	        in whole          ̈
		
	 in part              ̈
	  	        in part              ̈
		
	 Amount to be

purchased:
$                    
	  	Amount to be
 purchased:
$                    


  

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

 Signature
Guarantee:                                       
                                         
                                         
                                         
               
 Signatures must be guaranteed by an “eligible guarantor
institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as
may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. 

Social Security Number or 
 Taxpayer Identification
Number:                                        
                                         
                                         
                                   

  
 B-9 








 SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTES 

The following exchanges of a part of this Global Note for Certificated Notes or a part of another Global Note have been made: 

 

									
	 Date of Exchange
	 	
Amount of decrease
in principal amount
of this Global Note
	 	
Amount of increase
in principal amount
of this Global Note
	  	Principal amount of
this Global Note
following such
decrease (or
increase)	  	Signature of
authorized officer of
Trustee or Registrar


  
 B-10 








 EXHIBIT C 

GUARANTEE3 

For value received, each of the undersigned hereby unconditionally guarantees to the Holder of this Note the cash payments in United States
dollars of principal of, premium, if any, and interest on this Note (and including Additional Interest payable thereon) in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, of this
Note, if lawful, and the payment or performance of all other Obligations of the Company under the Indenture (as defined below) or this Note, to the Holder of this Note and the Trustee, all in accordance with and subject to the terms and limitations
of this Note, Article X of the Indenture and this Guarantee. This Guarantee will become effective in accordance with Article X of the Indenture and its terms shall be evidenced therein. The validity and enforceability of this Guarantee shall not be
affected by the fact that it is not affixed to any particular Note. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of May 9, 2016, between Mobile Mini, Inc., a Delaware
corporation, as issuer (the “Company”), Deutsche Bank Trust Company Americas, as Trustee, Paying Agent, Registrar and Transfer Agent (in such capacities the “Trustee”, “Paying Agent”,
“Registrar” and the “Transfer Agent”), respectively (as amended or supplemented, the “Indenture”). 

THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. Each Guarantor hereby agrees
to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Guarantee. 

This Guarantee is subject to release upon the terms set forth in the Indenture. 

 

			
	[GUARANTORS]
		
	By:	 	 
		 	Name:
		 	Title:


  

	3 	Notation of Guarantee to be delivered on the Issue Date and upon each additional Guarantee pursuant to Section 4.16. 


  
 C-1 








 EXHIBIT C(1) 

FORM OF REGULATION S CERTIFICATE 

                    ,  
       
 Deutsche Bank Trust Company Americas 

Trust and Securities Services 
 60 Wall Street, 16th Floor 

MS: NYC60-1630 
 New York, New York 10005 

Fax: (732) 578-4635 
 Attention: Corporates Team / Mobile
Mini, Inc. 
 With a copy to: 
 Deutsche Bank National Trust
Company 
 for Deutsche Bank Trust Company Americas 
 Trust and
Agency Services 
 100 Plaza One – 6th Floor 
 MSJCY03-0699

 Jersey City, NJ 07311-3901 
 USA 

Attn: Corporates Team, Mobile Mini, Inc. 
 Facsimile:
(732) 578-4635 
  

	 	Re:	Mobile Mini, Inc. (the “Company”) 

 5.875% Senior Notes due 2024 (the
“Notes”) 
 Dear Sirs: 
 This
letter relates to U.S. $                      principal amount at maturity of Notes represented by a certificate (the “Legended
Certificate”) which bears a legend outlining restrictions upon transfer of such Legended Certificate. Pursuant to Section 2.1 of the Indenture (the “Indenture”) dated as of May 9, 2016 relating to the Notes, we
hereby certify that we are (or we will hold such securities on behalf of) a person outside the United States to whom the Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933, as
amended. 
 You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof
to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter have the meanings set forth in Regulation S. 

 

			
	Very truly yours,
	
	[Name of Transferee]
		
	By:	 	 
		 	Authorized Signature



  
 C(1)-1 








 EXHIBIT C(2) 

CERTIFICATE TO BE DELIVERED 

UPON EXCHANGE OR REGISTRATION OF TRANSFER OF NOTES 

                    ,
         
 Deutsche Bank Services Tennessee Inc. 

648 Grassmere Park Road 
 Nashville, Tennessee 37211 

Attention: Transfer Department 
 Deutsche Bank Trust Company
Americas 
 Trust and Securities Services 
 60 Wall Street, 16th
Floor 
 MS: NYC60-1630 
 New York, New York 10005 

Fax: (732) 578-4635 
 Attention: Corporates Team / Mobile
Mini, Inc. 
 With a copy to: 
 Deutsche Bank National Trust
Company 
 for Deutsche Bank Trust Company Americas 
 Trust and
Agency Services 
 100 Plaza One – 6th Floor 
 MSJCY03-0699

 Jersey City, NJ 07311-3901 
 USA 

Attn: Corporates Team, Mobile Mini, Inc. 
 Facsimile:
(732) 578-4635 
 Re: Mobile Mini, Inc. (the “Company”) 

5.875% Senior Notes due 2024 (the “Notes”) 

Dear Sirs: 
 This Certificate relates to $
                     principal amount of Notes held in 

 ̈ book-entry* or  ̈ certificated form* 

by
                                         
   (the “Transferor”). 
 The Transferor:* 

 ̈ has requested the Registrar by written order to deliver in exchange for its beneficial
interest in the Global Note held by the Depositary a Note or Notes in certificated, registered form of authorized denominations in an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated
above); or 
  ̈ has requested the Registrar by written order to exchange or register the
transfer of a Note or Notes. 

  
 C(2)-1 








 In connection with such request and in respect of each such Note, the Transferor does hereby
certify that Transferor is familiar with the Indenture relating to the above captioned Notes and as provided in Section 2.6 of such Indenture, the transfer of this Note does not require registration under the Securities Act (as defined below)
because:* 
  ̈ Such Note is being
acquired for the Transferor’s own account, without transfer. 
  ̈ Such Note is being
transferred to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) in reliance on Rule 144A and accordingly the undersigned does hereby certify
that the Note is being transferred to a person that the transferor reasonably believes is purchasing the Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion and the Notes have
been transferred in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities law of any state of the United States. 

 ̈ Such Note is being transferred to an “accredited investor” (as defined in Rule
501(a)(1), (2), (3) or (7) under the Securities Act) in accordance with Regulation D under the Securities Act. 
  ̈ Such Note is being transferred pursuant to an exemption from registration in accordance with Regulation S under the Securities Act. 

 ̈ Such Note is being transferred in accordance with Rule 144 under the Securities Act, or
pursuant to an effective registration statement under the Securities Act. 
  ̈ Such Note is
being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act, other than Rule 144A, 144 or Rule 904 under the Securities Act. An Opinion of Counsel to the effect that such transfer
does not require registration under the Securities Act accompanies this Certificate. 
 You and the Company are entitled to rely upon this
letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. 

 

			
	Very truly yours,
	
	 
	[INSERT NAME OF TRANSFEROR]
		
	By:	 	 
		 	Name:
		 	Title


  

			
		
	Date:	 	  

		
		 	 
		 	* Check applicable box


  
 C(2)-2 








 EXHIBIT D 

FORM OF CERTIFICATE TO BE 

DELIVERED IN CONNECTION WITH 

TRANSFERS TO NON-QIB ACCREDITED INVESTORS 

                       
     ,             
 Deutsche Bank Trust Company Americas

 Trust and Securities Services 
 60 Wall Street, 16th Floor

 MS: NYC60-1630 
 New York, New York 10005 

Fax: (732) 578-4635 
 Attention: Corporates Team / Mobile
Mini, Inc. 
 With a copy to: 
 Deutsche Bank National Trust
Company 
 for Deutsche Bank Trust Company Americas 
 Trust and
Agency Services 
 100 Plaza One – 6th Floor 
 MSJCY03-0699

 Jersey City, NJ 07311-3901 
 USA 

Attn: Corporates Team, Mobile Mini, Inc. 
 Facsimile:
(732) 578-4635 
  

	 	Re:	Mobile Mini, Inc. (the “Company”)  

 5.875% Senior
Notes due 2024 (the “Notes”) 
 Dear Sirs: 

In connection with our proposed purchase of 5.875% Senior Notes due 2024 (the “Notes”) of the Company, we confirm that: 

1. We understand that any subsequent transfer of the Notes is subject to certain restrictions and conditions set forth in the Indenture dated
as of May 9, 2016 relating to the Notes (the “Indenture”) and the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer the Notes except in compliance with, such restrictions and conditions and the
Securities Act of 1933, as amended (the “Securities Act”). 
 2. We understand that the Notes have not been registered
under the Securities Act or any other applicable securities law, and that the Notes may not be offered, sold or otherwise transferred except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for which
we are acting as hereinafter stated, that if we should offer, sell, transfer, pledge, hypothecate or otherwise dispose of any Notes, we will do so only (A) to the Company or any Subsidiary thereof, (B) inside the United States to a
“qualified institutional buyer” in compliance with Rule 144A under the Securities Act, (C) inside the United States to an institutional “accredited investor” (as defined below) that, prior to such transfer, furnishes to you
a signed letter substantially in the form of this letter, (D) outside the United States to a foreign person in compliance with Rule 904 of Regulation S under the Securities Act, (E) pursuant to the exemption from registration provided by
Rule 144 under the Securities Act (if available), (F) in accordance with another exemption from the registration requirements of the Securities Act, or (G) pursuant to an effective registration statement under the Securities Act, and we
further agree 

  
 D-1 








 
to provide to any person purchasing any of the Notes from us a notice advising such purchaser that resales of the Notes are restricted as stated herein and in the Indenture. 

3. We understand that, with respect to any proposed transfer of any Notes, pursuant to paragraphs 2(B), 2(C), 2(D) and 2(E) above, we will be
required to furnish to you and the Company such certifications, legal opinions and other information as you and the Company may reasonably require to confirm that the proposed transfer complies with such restrictions and that with respect to any
transfer in accordance with paragraph 2(F) we will be required to furnish to you and the Company such legal opinions and other information as you or the Company may reasonably require to confirm that such transfer is being made pursuant to an
exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. We further understand that the Notes purchased by us will bear a legend to such effect. We acknowledge that no representation is made as to the
availability of any Rule 144 exemption from the registration requirements of the Securities Act. 
 4. We are an institutional
“accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our
investment in the Notes, and we and any accounts for which we are acting are acquiring the Notes for investment purposes and not with a view to, or offer of sale in connection with, any distribution in violation of the Securities Act or the
securities laws of any state of the United States or any other applicable jurisdiction, and we are each able to bear the economic risk of our or its investment. 

5. We are acquiring the Notes purchased by us for our own account or for one or more accounts (each of which is an institutional
“accredited investor”) as to each of which we exercise sole investment discretion. 
 You and the Company are entitled to rely
upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. 

 

			
	Very truly yours,
	
	(Name of Transferee)
		
	By: 	 	 
		 	Authorized Signature



  
 D-2 








 EXHIBIT E 

FORM OF CERTIFICATE TO BE DELIVERED 

IN CONNECTION WITH TRANSFERS 

PURSUANT TO REGULATION S 

                       
     ,              
 Deutsche Bank Trust Company Americas

 Trust and Securities Services 
 60 Wall Street, 16th Floor

 MS: NYC60-1630 
 New York, New York 10005 

Fax: (732) 578-4635 
 Attention: Corporates Team / Mobile
Mini, Inc. 
 With a copy to: 
 Deutsche Bank National Trust
Company 
 for Deutsche Bank Trust Company Americas 
 Trust and
Agency Services 
 100 Plaza One – 6th Floor 
 MSJCY03-0699

 Jersey City, NJ 07311-3901 
 USA 

Attn: Corporates Team, Mobile Mini, Inc. 
 Facsimile:
(732) 578-4635 
  

	 	Re:	Mobile Mini, Inc. (the “Company”)  

 5.875% Senior
Notes due 2024 (the “Notes”) 
 Dear Sirs: 

In connection with our proposed sale of $             aggregate principal
amount at maturity of the Notes, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the Securities Act of 1933, as amended, and, accordingly, we represent that: 

(1) the offer of the Notes was not made to a person in the United States; 

(2) at the time the buy order was originated, the transferee was outside the United States or we and any person acting on our
behalf reasonably believed that the transferee was outside the United States; 
 (3) no directed selling efforts have been
made by us, any of our affiliates or any person acting on our behalf in the United States in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S, as applicable; 

(4) the transaction is not part of a plan or scheme to evade the registration requirements of the U.S. Securities Act of 1933;
and 
 (5) if we are a dealer or a person receiving a selling concession fee or other remuneration in respect of the Notes,
and the proposed transfer takes place within 40 days of the Issue Date (as defined in 

  
 E-1 








 
the Indenture), or we are an officer or director of the Company or an Initial Purchaser (as defined in the Indenture), we certify that the proposed transfer is being made in accordance with Rule
904(b) of Regulation S. 
 You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter
or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter have the meanings set forth in Regulation S. 

 

			
	Very truly yours,
	
	[Name of Transferor]
		
	By:	 	 
		 	Authorized Signature



  
 E-2