Indenture Dated as of August 17, 2009


 Exhibit 4.1 
  
  
  
 HORNBECK OFFSHORE SERVICES, INC. 
 AND 

THE GUARANTORS PARTY HERETO 
 Series A and Series B

 8% Senior Notes due 2017 
  
  
 INDENTURE 
 Dated as of August 17, 2009 
  
  
 WELLS FARGO BANK, NATIONAL ASSOCIATION

 Trustee 
  
  
  
  
  






 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)	  		  	7.10
	(c)	  		  	N/A
	311(a)	  		  	7.11
	(b)	  		  	7.11
	(c)	  		  	N/A
	312(a)	  		  	2.05
	(b)	  		  	11.03
	(c)	  		  	11.03
	313(a)	  		  	7.06
	(b)(1)	  		  	7.06
	(b)(2)	  		  	7.06, 7.07
	(c)	  		  	7.06, 11.02
	(d)	  		  	7.06
	314(a)	  		  	4.03, 4.04, 11.02
	(b)	  		  	N/A
	(c)(1)	  		  	11.04
	(c)(2)	  		  	11.04
	(c)(3)	  		  	N/A
	(d)	  		  	N/A
	(e)	  		  	11.05
	(f)	  		  	N/A
	315(a)	  		  	7.01
	(b)	  		  	7.05, 11.02
	(c)	  		  	7.01
	(d)	  		  	7.01
	(e)	  		  	6.11
	316(a)	  	 (last sentence)
	  	2.09
	(a)(1)(A)	  		  	6.05
	(a)(1)(B)	  		  	6.04
	(a)(2)	  		  	N/A
	(b)	  		  	6.07
	(c)	  		  	2.12
	317(a)(1)	  		  	6.08
	(a)(2)	  		  	6.09
	(b)	  		  	2.04
	318(a)	  		  	11.01
	(b)	  		  	N/A
	(c)	  		  	11.01

  
 N/A means
not applicable 

	*	This Cross-Reference Table is not part of the Indenture 

  

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 TABLE OF CONTENTS 
  

					
	 	  	 	  	Page
	ARTICLE 1	  	
	DEFINITIONS AND INCORPORATION BY REFERENCE	  	1
	 Section 1.01
	  	Definitions.	  	1
	 Section 1.02
	  	Other Definitions.	  	20
	 Section 1.03
	  	Incorporation by Reference of Trust Indenture Act.	  	20
	 Section 1.04
	  	Rules Of Construction.	  	20
			
	ARTICLE 2	  		  	
	THE NOTES	  		  	21
	 Section 2.01
	  	Form and Dating.	  	21
	 Section 2.02
	  	Execution and Authentication.	  	23
	 Section 2.03
	  	Registrar and Paying Agent.	  	23
	 Section 2.04
	  	Paying Agent to Hold Money in Trust.	  	24
	 Section 2.05
	  	Holder Lists.	  	24
	 Section 2.06
	  	Transfer and Exchange.	  	24
	 Section 2.07
	  	Replacement Notes.	  	31
	 Section 2.08
	  	Outstanding Notes.	  	32
	 Section 2.09
	  	Treasury Notes.	  	32
	 Section 2.10
	  	Temporary Notes.	  	32
	 Section 2.11
	  	Cancellation.	  	32
	 Section 2.12
	  	Defaulted Interest.	  	33
	 Section 2.13
	  	CUSIP Numbers.	  	33
			
	ARTICLE 3	  		  	
	REDEMPTION AND REPURCHASE	  	33
	 Section 3.01
	  	Notices to Trustee.	  	33
	 Section 3.02
	  	Selection of Notes to Be Redeemed.	  	34
	 Section 3.03
	  	Notice of Redemption.	  	34
	 Section 3.04
	  	Effect of Notice of Redemption.	  	35
	 Section 3.05
	  	Deposit of Redemption Price.	  	35
	 Section 3.06
	  	Notes Redeemed in Part.	  	36
	 Section 3.07
	  	Optional Redemption.	  	36
	 Section 3.08
	  	Mandatory Redemption.	  	36
	 Section 3.09
	  	Offer to Purchase by Application of Excess Proceeds.	  	37
			
	ARTICLE 4	  		  	
	COVENANTS	  		  	39
	 Section 4.01
	  	Payment of Notes.	  	39
	 Section 4.02
	  	Maintenance of Office or Agency.	  	39
	 Section 4.03
	  	Reports.	  	39

  

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	 Section 4.04
	  	Compliance Certificate.	  	40
	 Section 4.05
	  	Taxes.	  	41
	 Section 4.06
	  	Stay, Extension and Usury Laws.	  	41
	 Section 4.07
	  	Restricted Payments.	  	41
	 Section 4.08
	  	Dividend and Other Payment Restrictions Affecting Subsidiaries.	  	44
	 Section 4.09
	  	Incurrence of Indebtedness and Issuance of Disqualified Stock.	  	45
	 Section 4.10
	  	Asset Sales.	  	46
	 Section 4.11
	  	Transactions with Affiliates.	  	48
	 Section 4.12
	  	Liens.	  	49
	 Section 4.13
	  	Additional Subsidiary Guarantees.	  	49
	 Section 4.14
	  	Corporate Existence.	  	50
	 Section 4.15
	  	Offer to Purchase Upon Change of Control.	  	50
	 Section 4.16
	  	Issuances and Sales of Capital Stock of Restricted Subsidiaries.	  	51
	 Section 4.17
	  	Sale-and-Leaseback Transactions.	  	52
	 Section 4.18
	  	No Inducements.	  	52
	 Section 4.19
	  	Covenant Termination.	  	52
	 Section 4.20
	  	Enforceability of Judgments; Indemnification for Foreign Currency Judgments.	  	53
	 Section 4.21
	  	Conduct of Business.	  	53
			
	ARTICLE 5	  		  	
	SUCCESSORS	  		  	53
	 Section 5.01
	  	Merger, Consolidation or Sale of Assets.	  	53
	 Section 5.02
	  	Successor Corporation Substituted.	  	54
			
	ARTICLE 6	  		  	
	DEFAULTS AND REMEDIES	  	55
	 Section 6.01
	  	Events of Default.	  	55
	 Section 6.02
	  	Acceleration.	  	56
	 Section 6.03
	  	Other Remedies.	  	57
	 Section 6.04
	  	Waiver of Past Defaults.	  	57
	 Section 6.05
	  	Control by Majority.	  	57
	 Section 6.06
	  	Limitation on Suits.	  	57
	 Section 6.07
	  	Rights of Holders of Notes to Receive Payment.	  	58
	 Section 6.08
	  	Collection Suit by Trustee.	  	58
	 Section 6.09
	  	Trustee May File Proofs of Claim.	  	58
	 Section 6.10
	  	Priorities.	  	59
	 Section 6.11
	  	Undertaking for Costs.	  	59
			
	ARTICLE 7	  		  	
	TRUSTEE	  	60
	 Section 7.01
	  	Duties of Trustee.	  	60
	 Section 7.02
	  	Rights of Trustee.	  	61
	 Section 7.03
	  	Individual Rights of Trustee.	  	62
	 Section 7.04
	  	Trustee’s Disclaimer.	  	62
	 Section 7.05
	  	Notice of Defaults.	  	62

  

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	 Section 7.06
	  	Reports by Trustee to Holders of the Notes.	  	63
	 Section 7.07
	  	Compensation and Indemnity.	  	63
	 Section 7.08
	  	Replacement of Trustee.	  	64
	 Section 7.09
	  	Successor Trustee by Merger, etc.	  	65
	 Section 7.10
	  	Eligibility; Disqualification.	  	65
	 Section 7.11
	  	Preferential Collection of Claims Against Company.	  	65
			
	ARTICLE 8	  		  	
	LEGAL DEFEASANCE AND COVENANT DEFEASANCE; SATISFACTION AND DISCHARGE	  	65
	 Section 8.01
	  	Option to Effect Legal Defeasance or Covenant Defeasance.	  	65
	 Section 8.02
	  	Legal Defeasance and Discharge.	  	66
	 Section 8.03
	  	Covenant Defeasance.	  	66
	 Section 8.04
	  	Conditions to Legal or Covenant Defeasance.	  	67
	 Section 8.05
	  	Satisfaction and Discharge.	  	68
	 Section 8.06
	  	Deposited Money and U.S. Government Securities to be Held in Trust; Other Miscellaneous Provisions.	  	69
	 Section 8.07
	  	Repayment to Company.	  	70
	 Section 8.08
	  	Reinstatement.	  	70
			
	ARTICLE 9	  		  	
	AMENDMENT, SUPPLEMENT AND WAIVER	  	71
	 Section 9.01
	  	Without Consent of Holders of Notes.	  	71
	 Section 9.02
	  	With Consent of Holders of Notes.	  	71
	 Section 9.03
	  	Compliance with Trust Indenture Act.	  	73
	 Section 9.04
	  	Revocation and Effect of Consents.	  	73
	 Section 9.05
	  	Notation on or Exchange of Notes.	  	73
	 Section 9.06
	  	Trustee to Sign Amendments, etc.	  	73
			
	ARTICLE 10	  		  	
	GUARANTEES OF NOTES	  	74
	 Section 10.01
	  	Subsidiary Guarantees.	  	74
	 Section 10.02
	  	Execution and Delivery of Subsidiary Guarantee.	  	75
	 Section 10.03
	  	Guarantors May Consolidate, etc., on Certain Terms.	  	75
	 Section 10.04
	  	Releases Following Sale of Guarantor.	  	76
	 Section 10.05
	  	Releases Following Designation as an Unrestricted Subsidiary.	  	76
	 Section 10.06
	  	Limitation on Guarantor Liability.	  	77
	 Section 10.07
	  	“Trustee” to Include Paying Agent.	  	77
			
	ARTICLE 11	  		  	
	MISCELLANEOUS	  	77
	 Section 11.01
	  	Trust Indenture Act Controls.	  	77
	 Section 11.02
	  	Notices.	  	77
	 Section 11.03
	  	Communication by Holders of Notes with Other Holders of Notes.	  	79
	 Section 11.04
	  	Certificate and Opinion as to Conditions Precedent.	  	79
	 Section 11.05
	  	Statements Required in Certificate or Opinion.	  	79

  

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	 Section 11.06
	  	Rules by Trustee and Agents.	  	79
	 Section 11.07
	  	No Personal Liability of Directors, Officers, Employees and Shareholders.	  	80
	 Section 11.08
	  	Governing Law.	  	80
	 Section 11.09
	  	No Adverse Interpretation of Other Agreements.	  	80
	 Section 11.10
	  	Successors.	  	80
	 Section 11.11
	  	Severability.	  	80
	 Section 11.12
	  	Counterpart Originals.	  	80
	 Section 11.13
	  	Table of Contents, Headings, etc.	  	81
	 Section 11.14
	  	Consent to Jurisdiction.	  	81
	 Section 11.15
	  	U.S.A. Patriot Act.	  	81

  

 iv 







 EXHIBITS AND ANNEXES 
  

					
	EXHIBIT A	  	Form of Note	  	A-1
			
	EXHIBIT B-1	  	Certificate of Transferor from 144A Global Note to Regulation S Global Note	  	B-1-1
			
	EXHIBIT B-2	  	Certificate of Transferor from Regulation S Global Note to 144A Global Note	  	B-2-1
			
	EXHIBIT B-3	  	Certificate of Transferor of Definitive Notes	  	B-3-1
			
	EXHIBIT C	  	Certificate of Institutional Accredited Investor	  	C-1
			
	EXHIBIT D	  	Form of Notation of Subsidiary Guarantee	  	D-1
			
	EXHIBIT E	  	Form of Supplemental Indenture	  	E-1
			
	ANNEX A	  	Registration Rights Agreement	  	1

  

 v 







 This Indenture, dated as of August 17, 2009, is among Hornbeck Offshore Services, Inc. , a Delaware
corporation (the “Company”), the Guarantors (as hereinafter defined) party hereto and Wells Fargo Bank, National Association, a national banking association, as trustee (the “Trustee”). 
 RECITAL: 
 The Company, the Guarantors and the Trustee
agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the 8% Series A Senior Notes due 2017 (the “Series A Notes”) and the 8% Series B Senior Notes due 2017 (the “Series B Notes”
and, together with the Series A Notes, the “Notes”), without preference of one series of Notes over the other: 
 ARTICLE 1 

DEFINITIONS AND INCORPORATION BY REFERENCE 
 Section 1.01 DEFINITIONS. 
 “144A Global Note” means a permanent global senior note that contains
the clause referred to in footnote 1, the paragraphs referred to in footnotes 2 and 3 and the additional schedule referred to in footnote 4 to the form of the Note attached hereto as Exhibit A, and that is deposited with the Note Custodian and
registered in the name of the Depository or its nominee, representing Notes originally issued or transferred in reliance on Rule 144A (the “Rule 144A Notes”). 
 “Acquired Indebtedness” means Indebtedness of a Person (a) existing at the time such Person becomes a Restricted Subsidiary or
(b) assumed in connection with acquisitions of properties or assets from such Person. Acquired Indebtedness shall be deemed to be incurred on the date the acquired Person becomes a Restricted Subsidiary or the date of the related acquisition of
properties or assets from such Person. 
 “Additional Interest” means all additional interest then owing pursuant to a
Registration Rights Agreement. Unless the context indicates otherwise, all references to “interest” in this Indenture or the Notes shall be deemed to include any Additional Interest. 
 “Affiliate” of any specified Person means an “affiliate” of such Person, as such term is defined for purposes of Rule 144 under the
Securities Act. 
 “Agent” means any Registrar or Paying Agent. 
 “Applicable Procedures” means, with respect to any transfer or exchange of beneficial interests in a Global Note, the rules and procedures of the
Depository, Euroclear or Clearstream that apply to such transfer or exchange. 
 “Asset Sale” means (a) the sale, lease,
conveyance or other disposition (a “disposition”) of any properties, assets or rights (including, without limitation, by way of a sale and leaseback), excluding dispositions in the ordinary course of business (provided that the disposition
of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a 

  

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whole will be subject to Sections 4.15 and 5.01 of this Indenture and not to the provisions of Section 4.10 hereof), (b) the issue or sale by the Company or
any of its Restricted Subsidiaries of Equity Interests of any of the Company’s Subsidiaries, and (c) any Event of Loss, whether in the case of clause (a), (b) or (c), in a single transaction or a series of related transactions,
provided that such transaction or series of related transactions (i) involves properties, assets or rights having a fair market value in excess of $5,000,000 or (ii) results in the payment of net proceeds (including insurance proceeds from
an Event of Loss) in excess of $5,000,000. Notwithstanding the foregoing provisions of this definition, the following transactions will be deemed not to be Asset Sales: (A) a disposition of obsolete or excess equipment or other properties or
assets; (B) a disposition of properties or assets (including Equity Interests) by the Company to a Restricted Subsidiary or by a Restricted Subsidiary to the Company or to a Restricted Subsidiary; (C) a disposition of cash or Cash
Equivalents; (D) disposition of properties or assets (including Equity Interests) that constitutes a Permitted Investment or a Restricted Payment that is permitted by Section 4.07 of this Indenture; (E) any charter or lease of any
equipment or other properties or assets entered into in the ordinary course of business and with respect to which the Company or any Restricted Subsidiary thereof is the lessor, except any such charter or lease that provides for the acquisition of
such properties or assets by the lessee during or at the end of the term thereof for an amount that is less than the fair market value thereof at the time the right to acquire such properties or assets occurs; and (F) any trade or exchange by
the Company or any Restricted Subsidiary of the Company of equipment or other properties or assets for equipment or other properties or assets owned or held by another Person, provided that the fair market value of the properties or assets traded or
exchanged by the Company or such Restricted Subsidiary (together with any cash or Cash Equivalents) is reasonably equivalent to the fair market value of the properties or assets (together with any cash or Cash Equivalents) to be received by the
Company or such Restricted Subsidiary. The fair market value of any non cash proceeds of a disposition of properties or assets and of any properties or assets referred to in the foregoing clauses (E) and (F) of this definition shall be
determined in the manner contemplated in the definition of the term “fair market value,” the results of which determination shall be set forth in an Officers’ Certificate delivered to the Trustee. 
 “Attributable Indebtedness” in respect of a sale-and-leaseback transaction means, at the time of determination, the present value (discounted at
the rate of interest implicit in such transaction, determined in accordance with GAAP) of the obligation of the lessee for net rental payments during the remaining term of the lease included in such sale-and-lease-back transaction (including any
period for which such lease has been extended or may, at the option of the lessor, be extended). As used in the preceding sentence, the “net rental payments” under any lease for any such period shall mean the sum of rental and other
payments required to be paid with respect to such period by the lessee thereunder, excluding any amounts required to be paid by such lessee on account of maintenance and repairs, insurance, taxes, assessments, water rates or similar charges. In the
case of any lease that is terminable by the lessee upon payment of penalty, such net rental payment shall also include the amount of such penalty, but no rent shall be considered as required to be paid under such lease subsequent to the first date
upon which it may be so terminated. 
 “Bankruptcy Law” means Title 11, United States Code, or any similar federal or state law for
the relief of debtors. 
  

 - 2 - 







 “Board of Directors” means the Board of Directors of the Company, or any authorized committee of
the Board of Directors. 
 “Board Resolution” means a copy of a resolution delivered to the Trustee and certified by the Secretary or
an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification. 
 “Business Day” means any day other than a Legal Holiday. 
 “Capital Lease Obligation” means,
at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized on a balance sheet in accordance with GAAP. 
 “Capital Stock” means (a) in the case of a corporation, corporate stock, (b) in the case of an association or business entity, any and
all shares, interests, participations, rights or other equivalents (however designated) of corporate stock, (c) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited) and
(d) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person. 
 “Cash Equivalents” means (a) securities issued or directly and fully guaranteed or insured by the government of the United States of America
or any agency or instrumentality of any such government (provided that the full faith and credit of such government is pledged in support thereof), in each case having maturities of not more than six months from the date of acquisition,
(b) certificates of deposit and Eurodollar time deposits with maturities of six months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding six months and overnight bank deposits, in each case with or
issued by any commercial bank organized under the laws of any country that is a member of the Organization for Economic Cooperation and Development having capital and surplus in excess of $500,000,000 and whose long term debt securities are rated at
least A3 by Moody’s and at least A by S&P, (c) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (a) and (b) above entered into with any financial
institution meeting the qualifications specified in clause (b) above, (d) commercial paper having a rating of at least P-1 from Moody’s or at least A-1 from S&P and in each case maturing within 270 days after the date of
acquisition, (e) deposits available for withdrawal on demand with any commercial bank not meeting the qualifications specified in clause (b) above, provided that all deposits referred to in this clause (e) are made in the ordinary
course of business and do not exceed $2,000,000 in the aggregate at any one time, and (f) money market mutual funds substantially all of the assets of which are of the type described in any of the foregoing clauses (a) through (d).

 “Change of Control” means the occurrence of any of the following: (a) the sale, lease, transfer, conveyance or other
disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Company and its Subsidiaries, taken as a whole, (b) the adoption of a
voluntary plan relating to the liquidation or dissolution of the Company, (c) the consummation of any transaction (including, without limitation, 

  

 - 3 - 







 
any merger or consolidation, but excluding the effect of any voting arrangement pursuant to any agreement among the Company and any stockholders of the Company as in
effect on the Issue Date) the result of which is that any “person” (as such term is used in Section 13(d) (3) of the Exchange Act) becomes the “beneficial owner” (as such term is defined in Rule 13d-3 and Rule 13d-5
under the Exchange Act), directly or indirectly through one or more intermediaries, of more than 50% of the voting power of the outstanding Voting Stock of the Company or (d) the first day on which more than a majority of the members of the
Board of Directors are not Continuing Directors; provided, however, that a transaction in which the Company becomes a Subsidiary of another Person (other than a Person that is an individual) shall not constitute a Change of Control if
(i) the shareholders of the Company immediately prior to such transaction “beneficially own” (as such term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly or indirectly through one or more intermediaries, at
least a majority of the voting power of the outstanding Voting Stock of such other Person immediately following the consummation of such transaction and (ii) immediately following the consummation of such transaction, no “person” (as
such term is defined above), other than such other Person (but including the holders of the Equity Interests of such other Person), “beneficially owns” (as such term is defined above), directly or indirectly through one or more
intermediaries, more than 50% of the voting power of the outstanding Voting Stock of the Company. For purposes of this definition, a time charter of, bareboat charter or other contract for, Vessels to customers in the ordinary course of business
shall not be deemed a lease under clause (a) above. 
 “Clearstream” means Clearstream Banking, société
anonyme. 
 “Company” means the party named as such in the first paragraph of this Indenture until a successor replaces it in
accordance with the applicable provisions of this Indenture and thereafter means such successor. 
 “Consolidated Cash Flow” means,
with respect to any Person for any period, the Consolidated Net Income of such Person for such period plus, to the extent deducted or excluded in calculating Consolidated Net Income for such period, (a) an amount equal to any extraordinary loss
plus any net loss realized by such Person or any of its Restricted Subsidiaries in connection with an Asset Sale, (b) provision for taxes based on income or profits of such Person and its Restricted Subsidiaries, (c) Consolidated Interest
Expense of such Person and its Restricted Subsidiaries, and (d) depreciation and amortization (including amortization of goodwill and other intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) of
such Person and its Restricted Subsidiaries, in each case, on a consolidated basis and determined in accordance with GAAP. 
 “Consolidated
Interest Coverage Ratio” means, with respect to any Person for any period, the ratio of the Consolidated Cash Flow of such Person for such period to the Consolidated Interest Expense of such Person for such period; provided, however,
that the Consolidated Interest Coverage Ratio shall be calculated giving pro forma effect to each of the following transactions as if each such transaction had occurred at the beginning of the applicable four-quarter reference period:
(a) any incurrence, assumption, guarantee, repayment, purchase or redemption by such Person or any of its Restricted Subsidiaries of any Indebtedness (other than revolving credit borrowings) subsequent to the commencement of the period for
which the Consolidated Interest Coverage Ratio is being 

  

 - 4 - 







 
calculated but prior to the date on which the event occurred for which the calculation of the Consolidated Interest Coverage Ratio is made (the “Calculation
Date”); (b) any acquisition that has been made by such Person or any of its Restricted Subsidiaries, or approved and expected to be consummated within 30 days of the Calculation Date, including, in each case, through a merger or
consolidation, and including any related financing transactions, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date; (c) any delivery to, or acquisition by, such Person or any
of its Restricted Subsidiaries of any newly constructed vessel (or vessels), whether constructed by such Person or otherwise (including, but not limited to offshore supply vessels, offshore service vessels, crewboats, fast supply vessels, anchor
handling and towing supply vessels, tankers, tugs and tank barges) usable in the normal course of business of such Person or any of its Restricted Subsidiaries, that is (or are) subject to a Qualified Services Contract and (d) any other
transaction that may be given pro forma effect in accordance with Article 11 of Regulation S-X under the Securities Act as in effect from time to time; provided, further, however, that (i) the Consolidated Cash Flow attributable to
discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Calculation Date, shall be excluded and (ii) the Consolidated Interest Expense attributable to discontinued operations, as
determined in accordance with GAAP, and operations or businesses disposed of prior to the Calculation Date, shall be excluded, but only to the extent that the obligations giving rise to such Consolidated Interest Expense will not be obligations of
the referent Person or any of its Restricted Subsidiaries following the Calculation Date. For purposes of clause (c) of this definition, the amount of Consolidated Cash Flow attributable to such vessel (or vessels) shall be calculated in good
faith by a responsible financial or accounting officer of such Person and shall include in the calculation of the Consolidated Interest Coverage Ratio the revenues to be earned pursuant to the Qualified Services Contract relating to such vessel (or
vessels), taking into account, where applicable, only contractual minimum amounts, and the estimated expenses related thereto. Such estimated expenses shall be based on the expenses of the most nearly comparable vessel in such Person’s fleet
or, if no such comparable vessel exists, then on the industry average for expenses of comparable vessels; provided, however, in determining the estimated expenses attributable to such new vessel (or vessels), the calculation shall give effect
to the interest expense attributable to the incurrence, assumption or guarantee of any Indebtedness relating to the construction, delivery or acquisition of such new vessel (or vessels) in accordance with clause (a) of this definition.
Notwithstanding the foregoing, in any calculation of Consolidated Interest Coverage Ratio based on the foregoing clause (c), the pro forma inclusion of Consolidated Cash Flow attributable to such Qualified Services Contract for the
four-quarter reference period shall be reduced by the actual Consolidated Cash Flow from such new vessel (or vessels) previously earned and accounted for in the actual results for the four-quarter reference period. 
 “Consolidated Interest Expense” means, with respect to any Person for any period, the sum, without duplication, of (a) the consolidated
interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued (including, without limitation, amortization of original issue discount, non-cash interest payments, the interest component of any deferred
payment obligations, the interest component of all payments associated with Capital Lease Obligations, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net payments
(if any) pursuant to Hedging Obligations but excluding 

  

 - 5 - 







 
(i) amortization of debt issuance costs and (ii) any nonrecurring charges relating to any premium or penalty paid, write off of deferred finance costs or
original issue discount or other charges in connection with redeeming or otherwise retiring any Indebtedness prior to its Stated Maturity, to the extent that any of such nonrecurring charges constitute interest expense) and (b) the consolidated
interest expense of such Person and its Restricted Subsidiaries that was capitalized during such period. 
 “Consolidated Net Income”
means, with respect to any Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP, provided that (a) the Net Income (but
not loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting shall be included only to the extent of the amount of dividends or distributions paid in cash to the referent Person or a Wholly
Owned Restricted Subsidiary thereof, (b) the Net Income of any Restricted Subsidiary shall be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not
at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or
governmental regulation applicable to that Restricted Subsidiary or its stockholders, (c) unrealized losses and gains under derivative instruments included in the determination of Consolidated Net Income, including, without limitation those
resulting from the application of Statement of Financial Accounting Standards No. 133 shall be excluded and (d) the cumulative effect of a change in accounting principles shall be excluded. In addition, notwithstanding the preceding, there
shall be excluded from Consolidated Net Income any nonrecurring charges relating to any premium or penalty paid, write off of deferred finance costs or original issue discount or other charges in connection with redeeming or otherwise retiring any
Indebtedness prior to its Stated Maturity. 
 “Consolidated Net Tangible Assets” means, with respect to any Person as of any date, the
sum of the amounts that would appear on a consolidated balance sheet of such Person and its consolidated Restricted Subsidiaries as the total assets of such Person and its consolidated Restricted Subsidiaries, determined on a consolidated basis in
accordance with GAAP and after deducting therefrom, (a) to the extent otherwise included, unamortized debt discount and expenses and other unamortized deferred charges, goodwill, patents, trademarks, service marks, trade names, copyrights,
licenses, organization or development expenses and other intangible items and (b) the aggregate amount of liabilities of such Person and its Restricted Subsidiaries which may be properly classified as current liabilities (including tax accrued
as estimated), determined on a consolidated basis in accordance with GAAP. 
 “Consolidated Net Worth” means, with respect to any
Person as of any date, the sum of (a) the consolidated equity of the common stockholders of such Person and its consolidated Restricted Subsidiaries as of such date plus (b) the respective amounts reported on such Person’s balance
sheet as of such date with respect to any series of preferred stock (other than Disqualified Stock) that by its terms is not entitled to the payment of dividends unless such dividends may be declared and paid only out of net earnings in respect of
the year of such declaration and payment, but only to the extent 

  

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of any cash received by such Person upon issuance of such preferred stock, less (1) all write-ups (other than write-ups resulting from foreign currency
translations and write-ups of tangible assets of a going concern business made within 12 months after the acquisition of such business) subsequent to the Issue Date in the book value of any asset owned by such Person or a consolidated Restricted
Subsidiary of such Person, (2) all investments as of such date in unconsolidated Subsidiaries and in Persons that are not Restricted Subsidiaries and (3) all unamortized debt discount and expense and unamortized deferred charges as of such
date, in each case determined in accordance with GAAP. 
 “Continuing Directors” means, as of any date of determination, any member of
the Board of Directors who (a) was a member of the Board of Directors on the Issue Date or (b) was nominated for election to the Board of Directors with the approval of, or whose election to the Board of Directors was ratified by, at least
two-thirds of the directors who were members of the Board of Directors on the Issue Date or who were so elected to the Board of Directors thereafter. 
 “Corporate Trust Office” shall be at the address of the Trustee specified in Section 11.02 hereof or such other address as to which the Trustee may give notice to the Company. 
 “Credit Facility” means that certain Senior Secured Revolving Credit Agreement dated as of September 27, 2006 among certain Restricted
Subsidiaries of the Company and Wells Fargo Bank, National Association, as administrative agent, Comerica Bank, as syndication agent, and Wells Fargo Bank, National Association, Comercia Bank, Capital One, N.A., DnB NOR Bank ASA, Fortis Capital
Corp., JPMorgan Chase Bank, N.A., Amegy Bank N.A., Nordea Bank Norge ASA, Grand Cayman Branch and Whitney National Bank, as lenders, including any related notes, guarantees, collateral documents, instruments and agreements executed in connection
therewith, in each case as amended, restated, modified, supplemented, extended, renewed, replaced, refinanced or restructured from time to time, whether by the same or any other agent or agents, lender or group of lenders, whether represented by one
or more agreements and whether one or more Subsidiaries are added or removed as borrowers or guarantors thereunder or as parties thereto. 
 “Custodian” means any receiver, trustee, assignee, liquidator, sequestrator or similar official under any Bankruptcy Law. 
 “Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default. 
 “Definitive Notes” means Notes that are in the form of Exhibit A attached hereto (but without including the text referred to in footnotes 1, 2 and 4 thereto). 
 “Depository” means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.03
hereof as the Depository with respect to the Notes, until a successor shall have been appointed and becomes such pursuant to the applicable provision of this Indenture, and, thereafter, “Depository” shall mean or include such successor.

 “Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible or
for which it is exchangeable), or upon the happening of any 

  

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event, matures (excluding any maturity as a result of an optional redemption by the issuer thereof) or is mandatorily redeemable, pursuant to a sinking fund obligation
or otherwise, or redeemable at the option of the holder thereof, in whole or in part, on or prior to the date that is 91 days after the date on which the Notes mature or are redeemed or retired in full; provided, however, that any Capital
Stock that would constitute Disqualified Stock solely because the holders thereof (or of any security into which it is convertible or for which it is exchangeable) have the right to require the issuer to repurchase such Capital Stock (or such
security into which it is convertible or for which it is exchangeable) upon the occurrence of any of the events constituting an Asset Sale or a Change of Control shall not constitute Disqualified Stock if such Capital Stock (and all such securities
into which it is convertible or for which it is exchangeable) provides that the issuer thereof will not repurchase or redeem any such Capital Stock (or any such security into which it is convertible or for which it is exchangeable) pursuant to such
provisions prior to compliance by the Company with Section 4.10 or 4.15 of this Indenture, as the case may be. 
 “$,”
“dollars” and “U.S. dollars” denote the lawful currency of the United States of America. 
 “Domestic
Subsidiary” means any Restricted Subsidiary of the Company other than a Foreign Subsidiary. 
 “Equity Interests” means
Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock). 
 “Euroclear” means Euroclear Bank N.V./S.A or its successor as operator of the Euroclear System. 
 “Event of Loss” means, with respect to any property or asset of the Company or any Restricted Subsidiary, (a) any damage to such property or
asset that results in an insurance settlement with respect thereto on the basis of a total loss or a constructive or compromised total loss or (b) the confiscation, condemnation or requisition of title to such property or asset by any
government or instrumentality or agency thereof. 
 “Exchange Act” means the Securities Exchange Act of 1934, as amended. 

“Exchange Offer” means the offer that may be made by the Company pursuant to a Registration Rights Agreement to issue Series B Notes in
exchange for Series A Notes. 
 “Existing Indebtedness” means Indebtedness of the Company and its Restricted Subsidiaries (other than
Indebtedness under the Credit Facility) in existence on the Issue Date, until such amounts are repaid, but shall not include any Indebtedness that is repaid with the proceeds of the Original Notes. 
 The term “fair market value” means, with respect to any property, asset or Investment, the fair market value of such property asset or Investment
at the time of the event requiring such determination, as determined in good faith by the Company, or, with respect to any property asset or 

  

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Investment in excess of $20,000,000 (other than cash or Cash Equivalents), as determined by a reputable investment appraisal firm that is, in the judgment of the
disinterested members of such Board of Directors, qualified to perform the task for which such firm has been engaged and independent with respect to the Company. 
 “Foreign Subsidiary” means any Restricted Subsidiary of the Company that was not formed under the laws of the United States or any state of the United States or the District of Columbia and that conducts
substantially all of its operations outside the United States. 
 “GAAP” means generally accepted accounting principles in the United
States, which are in effect from time to time. 
 “Global Note” means, individually and collectively, the Unrestricted Global Note,
the Regulation S Global Note, the IAI Global Note and the 144A Global Note. 
 “Guarantor” means (a) each Restricted Subsidiary
of the Company named on the signature pages hereof, (b) any other Restricted Subsidiary of the Company that becomes a Guarantor in accordance with the provisions of this Indenture and (c) the respective successors and assigns of such
Restricted Subsidiaries, as required under Article 10 hereof, in each case until such time as any such Restricted Subsidiary shall be released and relieved of its obligations pursuant to the provisions of this Indenture. 
 “Hedging Obligations” means, with respect to any Person, the obligations of such Person under (a) interest rate swap agreements, interest
rate cap agreements and interest rate collar agreements, (b) other agreements or arrangements designed to protect such Person against fluctuations in interest rates and (c) any foreign currency futures contract, option or similar agreement
or arrangement designed to protect such Person against fluctuations in foreign currency rates, in each case to the extent such obligations are incurred in the ordinary course of business of such Person and not for speculative purposes. 

“Holder” or “Noteholder” means a Person in whose name a Note is registered. 
 “IAI Global Note” means a permanent global senior note that contains the clause referred to in footnote 1, the paragraphs referred to in footnotes
2 and 3 and the additional schedule referred to in footnote 4 to the form of the Note attached hereto as Exhibit A, and that is deposited with the Note Custodian and registered in the name of the Depository or its nominee, representing Notes
transferred to Institutional Accredited Investors (the “IAI Notes”). 
 “Indebtedness” means, with respect to any
Person, any indebtedness of such Person, whether or not contingent, in respect of (i) borrowed money including, without limitation, any guarantee thereof, or (ii) evidenced by bonds, debentures, notes or similar instruments or letters of
credit (or reimbursement agreements in respect thereof) or bankers’ acceptances or representing Capital Lease Obligations or the deferred and unpaid purchase price of any property or assets, or representing any Hedging Obligations, if and to
the extent any of the foregoing indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of such Person 

  

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prepared in accordance with GAAP; provided, however, that any accrued expense or trade payable of such Person shall not constitute Indebtedness. The amount of
any Indebtedness outstanding as of any date shall be (a) the accreted value thereof, in the case of any Indebtedness that does not require current payments of interest, and (b) the principal amount thereof, in the case of any other
Indebtedness (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of such Person and its Restricted Subsidiaries thereunder). 
 “Indenture” means this Indenture, as amended or supplemented from time to time. 
 “Indirect Participant” means a Person who holds an interest through a Participant. 
 “Initial Purchasers” means J.P. Morgan Securities Inc., Wells Fargo Securities, LLC, Jefferies & Company, Inc., Goldman, Sachs &
Co., Capital One Southcoast, Inc., Comerica Securities, Inc., DnB NOR Markets, Inc. and Fortis Securities LLC. 
 “Institutional Accredited
Investor” means an institution that is an “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, that is not a QIB. 
 “Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s or BBB- (or the equivalent) by S&P.

 “Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the
forms of direct or indirect loans (including guarantees by the referent Person of, and Liens on any property or assets of the referent Person securing, Indebtedness or other obligations of other Persons), advances or capital contributions (excluding
commission, travel and similar advances to officers and employees made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or
would be classified as investments on a balance sheet prepared in accordance with GAAP; provided, however, that the following shall not constitute Investments: (i) extensions of trade credit or other advances to customers on commercially
reasonable terms in accordance with normal trade practices or otherwise in the ordinary course of business, (ii) Hedging Obligations and (iii) endorsements of negotiable instruments and documents in the ordinary course of business. If the
Company or any Restricted Subsidiary of the Company sells or otherwise disposes of any Equity Interests 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 of the Company, 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 Equity Interests of such Restricted Subsidiary not sold or
disposed of in an amount determined as provided in Section 4.07 of this Indenture. 
 “Issue Date” means the first date on which
the Series A Notes are issued hereunder. 
 “Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions in New
Orleans, Louisiana, or at a place of payment with respect to the Notes are authorized by law, regulation or executive order to remain closed. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next
succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period. If a record date is a Legal Holiday, the record date shall not be affected. 
  

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 “Lien” means, with respect to any property or asset, any mortgage, lien, pledge, charge, security
interest or encumbrance of any kind in respect of such property or asset, whether or not filed, recorded or otherwise perfected under applicable law (including any conditional sale or other title retention agreement, any lease in the nature thereof,
any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction other than a precautionary financing
statement respecting a lease not intended as a security agreement) or any assignment (or agreement to assign) any right to income or profits from any property or asset by way of security. 
 “Liquid Securities” means equity securities (1) of any master limited partnership, (2) that are publicly traded on the New York Stock
Exchange, the American Stock Exchange or the Nasdaq National Market and (3) as to which (a) the holder is not subject to any restrictions on sale or transfer (including any volume restrictions under Rule 144 under the Securities Act or any
other restrictions imposed by the Securities Act), (b) a registration statement under the Securities Act covering the resale thereof is in effect, or (c) the Company or a Subsidiary is entitled to registration rights under the Securities
Act. 
 “Make Whole Premium” means, with respect to any Note on any redemption date, the excess, if any, of (1) the present value
at such redemption date of (A) the redemption price of the Note at September 1, 2013 (such redemption price being set forth in the table appearing in Section 3.07(b) of this Indenture) and (B) all required interest payments due
on the Note during the period from such redemption date through September 1, 2013 (excluding accrued but unpaid interest), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points over
(2) the principal amount of the Note, if greater. 
 “Moody’s” means Moody’s Investors Service, Inc. or any successor
to the rating agency business thereof. 
 “Net Income” means, with respect to any Person, the net income (or loss) of such Person,
determined in accordance with GAAP and before any reduction in respect of preferred stock dividends, excluding, however, (a) any gain (but not loss), together with any related provision for taxes on such gain (but not loss), realized in
connection with (i) any Asset Sale (including, without limitation, dispositions pursuant to sale-and-leaseback transactions) or (ii) the disposition of any securities by such Person or any of its Restricted Subsidiaries or the
extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries and (b) any extraordinary or nonrecurring gain (but not loss), together with any related provision for taxes on such extraordinary or nonrecurring gain (but
not loss). 
 “Net Proceeds” means the aggregate cash proceeds received by the Company or any of its Restricted Subsidiaries in
respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of (without duplication) the following: (a) the direct costs relating
to such Asset Sale (including, 

  

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without limitation, legal, accounting and investment banking fees, sales commissions, recording fees, title transfer fees, title insurance premiums, appraiser fees and
costs incurred in connection with preparing such asset for sale) and any relocation expenses incurred as a result thereof, (b) taxes paid or estimated to be payable as a result thereof (after taking into account any available tax credits or
deductions and any tax sharing arrangements), (c) amounts required to be applied to the repayment of Indebtedness (other than under the Credit Facility) secured by a Lien on the property or assets that were the subject of such Asset Sale and
(d) any reserve established in accordance with GAAP or any amount placed in escrow, in either case for adjustment in respect of the sale price of such property or assets, until such time as such reserve is reversed or such escrow arrangement is
terminated, in which case Net Proceeds shall include only the amount of the reserve so reversed or the amount returned to the Company or its Restricted Subsidiaries from such escrow arrangement, as the case may be. 
 “Non-Recourse Debt” means Indebtedness (a) as to which neither the Company nor any of its Restricted Subsidiaries (i) provides credit
support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness) or is otherwise directly or indirectly liable (as a guarantor or otherwise) or (ii) constitutes the lender, (b) no default with
respect to which (including any rights the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit (upon notice, lapse of time or both) the holders of Indebtedness of the Company or any of its Restricted
Subsidiaries to declare a default on such Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity and (c) as to which the lenders have been notified in writing that they will not have any recourse to
the stock or assets of the Company or any of its Restricted Subsidiaries. 
 “Notes” has the meaning attributed thereto in the Recital
of this Indenture. 
 “Note Custodian” means the Trustee, as custodian with respect to the Notes in global form, or any successor
entity thereto. 
 “Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other
liabilities payable under the documentation governing any Indebtedness. 
 “Officer” means, with respect to any Person, the Chairman
of the Board (if an executive officer), the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Chief Administrative Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or
any Vice President of such Person. 
 “Officers’ Certificate” means a certificate signed on behalf of the Company by two Officers
of the Company, one of whom must be, in the case of the Officers’ Certificate referred to in Section 4.04(a) hereof, the principal executive officer, the principal financial officer or the principal accounting officer of the Company, that
meets the requirements of Section 11.05 hereof. 
 “OID” means the original issue discount of the Notes for U.S. federal income
tax purposes. 
  

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 “Opinion of Counsel” means an opinion from legal counsel who is reasonably acceptable to the
Trustee, that meets the requirements of Section 11.05 hereof. Unless otherwise provided in this Indenture, the counsel may be an employee of or counsel to the Company, any Subsidiary of the Company or the Trustee. 
 “Original Notes” has the meaning set forth in Section 2.02 hereof. 
 “Pari Passu Indebtedness” means, with respect to any Net Proceeds from Asset Sales, Indebtedness of the Company and its Restricted Subsidiaries
the terms of which require the Company or such Restricted Subsidiary to apply such Net Proceeds to offer to repurchase such Indebtedness. 
 “Participant” means with respect to DTC, Euroclear or Clearstream, a Person who has an account with DTC, Euroclear or Clearstream, respectively (and, with respect to DTC, shall include Euroclear and Clearstream).

 “Permitted Investments” means (a) any Investment in the Company (including, without limitation, any acquisition of the Notes)
or in a Restricted Subsidiary of the Company, (b) any Investment in Cash Equivalents, (c) any Investment by the Company or any Restricted Subsidiary of the Company in a Person if as a result of such Investment (i) such Person becomes
a Restricted Subsidiary of the Company or (ii) such Person is merged or consolidated with or into, or transfers or conveys all or substantially all of its properties or assets to, or is liquidated into, the Company or a Restricted Subsidiary of
the Company, (d) any Investment made as a result of the receipt of non-cash consideration from (i) an Asset Sale that was made pursuant to and in compliance with Section 4.10 hereof or (ii) a disposition of assets that does not
constitute an Asset Sale, (e) Investments in a Person engaged principally in the business of providing marine transportation or logistics services or other businesses reasonably complementary or related thereto as determined in good faith by
the Board of Directors, provided that the aggregate amount of all such Investments at any one time outstanding pursuant to this clause (e) in Persons that are not Restricted Subsidiaries of the Company shall not exceed the greater of
(i) $50.0 million and (ii) 10% of Consolidated Net Tangible Assets determined as of the end of the Company’s most recently completed fiscal quarter for which internal financial statements are available, (f) Investments in stock,
obligations or securities received in settlement of any debts owing to the Company or any Restricted Subsidiary of the Company as a result of bankruptcy or insolvency proceedings or upon the foreclosure, perfection or enforcement of any Lien in
favor of the Company or any Restricted Subsidiary of the Company, in each case as to any debts owing to the Company or any Restricted Subsidiary of the Company that arose in the ordinary course of business of the Company or any such Restricted
Subsidiary, and (g) any Investment in a Person to the extent such Investment was made or entered into in exchange for the issuance of Equity Interests (other than Disqualified Stock) of the Company. 
 “Permitted Liens” means (a) Liens securing Indebtedness incurred pursuant to clause (a) of the second paragraph of Section 4.09
hereof, (b) Liens in favor of the Company and its Restricted Subsidiaries, (c) Liens on any property or asset of a Person existing at the time such Person is merged into or consolidated with the Company or any Restricted Subsidiary of the
Company, provided that such Liens were in existence prior to such merger or consolidation, were not created in 

  

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contemplation of it and do not extend to any property or asset of the Company or any of its Restricted Subsidiaries other than those of the Person merged into or
consolidated with the Company or any of its Restricted Subsidiaries, (d) Liens on any property or asset existing at the time of acquisition thereof by the Company or any Restricted Subsidiary of the Company, provided that such Liens were in
existence prior to such acquisition, were not created in contemplation of it and do not extend to any other property or asset of the Company or any of its Restricted Subsidiaries, (e) Liens securing the performance of tenders, bids, statutory
obligations, surety, appeal, return-of-money or performance bonds, government contracts, insurance obligations or other obligations of a like nature incurred in the ordinary course of business, or Liens securing reimbursement undertakings respecting
letters of credit supporting any such obligations, (f) Liens securing Hedging Obligations, (g) Liens existing on the Issue Date, (h) Liens securing Non-Recourse Debt, (i) any interest or title of a lessor under an operating
lease, (j) Liens arising by reason of deposits necessary to obtain standby letters of credit in the ordinary course of business, (k) Liens on real or personal property or assets of the Company or a Restricted Subsidiary thereof to secure
Indebtedness incurred for the purpose of (i) financing all or any part of the purchase price of such property or assets incurred prior to, at the time of, or within 120 days after, completion of the acquisition of such property or assets or
(ii) financing all or any part of the cost of construction or improvement of any such property or assets, provided that the amount of any such financing shall not exceed the amount expended in the acquisition of, or the construction or
improvement of, such property or assets and such Liens shall not extend to any other property or assets of the Company or a Restricted Subsidiary thereof (other than any associated accounts, contracts and insurance proceeds), (l) Liens securing
Permitted Refinancing Indebtedness with respect to any Indebtedness secured by Liens referred to in clauses (c), (d), (g), and (k) above and in this clause (l), (m) Liens securing Indebtedness of the Company or any Restricted Subsidiary of
the Company that does not exceed $25.0 million at any one time outstanding, (n) Liens on any property or assets of the Company or any Restricted Subsidiary of the Company that were substituted or exchanged as collateral for other properties or
assets of the Company or any Restricted Subsidiary of the Company that are referred to in any of the preceding clauses (c), (d) and (k) of this definition, provided that the fair market value of the substituted or exchanged properties or
assets substantially approximates, at the time of the substitution or exchange, the fair market value of the other properties or assets so referred to, (o) judgment Liens not giving rise to an Event of Default so long as any appropriate legal
proceeding that may have been duly initiated for the review of such judgment has not been finally terminated or the period within which such proceeding may be initiated has not expired, (p) rights of banks to set off deposits against
Indebtedness owed to said banks, (q) Liens upon specific items of inventory or other goods and proceeds of the Company or its Restricted Subsidiaries securing the Company’s or any such Restricted Subsidiary’s obligations in respect of
bankers’ acceptances issued or created for the account of any such Person to facilitate the purchase, shipment or storage of such inventory or other goods in the ordinary course of business, and (r) legal or equitable Liens deemed to exist
by reason of negative pledge covenants and other covenants or undertakings of a like nature. 
 “Permitted Refinancing Indebtedness”
means any Indebtedness of the Company or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund other Indebtedness of the Company or any of its
Restricted Subsidiaries; provided, however, that (a) the principal amount of such Permitted 

  

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Refinancing Indebtedness does not exceed the principal amount of, plus premium, if any, and accrued interest on, the Indebtedness so extended, refinanced, renewed,
replaced, defeased or refunded (plus the amount of reasonable expenses incurred in connection therewith), (b) such Permitted Refinancing Indebtedness has a final maturity date no earlier than the final maturity date of, and has a Weighted
Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded, (c) if the Indebtedness being extended, refinanced, renewed,
replaced, defeased or refunded is subordinated in right of payment to the Notes or the Subsidiary Guarantees, such Permitted Refinancing Indebtedness is subordinated in right of payment to the Notes or the Subsidiary Guarantees, as the case may be,
on terms at least as favorable, taken as a whole, to the Holders of Notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded and (d) such Indebtedness is
incurred either by the Company or the Restricted Subsidiary that is the obligor on the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; provided, however, that a Restricted Subsidiary may guarantee Permitted
Refinancing Indebtedness incurred by the Company, whether or not such Restricted Subsidiary was an obligor or guarantor of the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; provided, further, however, that if such
Permitted Refinancing Indebtedness is subordinated to the Notes, such guarantee shall be subordinated to such Restricted Subsidiary’s Subsidiary Guarantee to at least the same extent. 
 “Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust,
unincorporated organization or government or agency or political subdivision thereof (including any subdivision or ongoing business of any such entity or substantially all of the assets of any such entity, subdivision or business). 
 “Productive Assets” means Vessels or other assets (other than assets that would be classified as current assets in accordance with GAAP) of the
kind used or usable by the Company or its Restricted Subsidiaries in the business of providing marine transportation or logistics services (or any other business that is reasonably complementary or related thereto as determined in good faith by the
Board of Directors). 
 “QIB” means a “qualified institutional buyer” as defined in Rule 144A under the Securities Act.

 “Qualified Equity Offering” means (a) any sale of Equity Interests (other than Disqualified Stock) of the Company for cash
pursuant to an underwritten offering registered under the Securities Act or (b) any other sale of Equity Interests (other than Disqualified Stock) of the Company for cash, in each case so long as such sale does not result in a Change of
Control. 
 “Qualified Services Contract” means, with respect to any newly constructed or converted offshore supply vessel, offshore
service vessel (including, without limitation, any crewboat, fast supply vessel and anchor-handling towing supply (AHTS) vessel), tug, double-hulled tank barge and double-hulled tanker delivered to the Company or any of its Restricted Subsidiaries,
or any such newly constructed or converted vessel constructed or converted for a third party and then acquired by the Company or any of its Restricted Subsidiaries within 365 days of such vessel’s original delivery date, a contract that the
Board of Directors, acting in good faith, designates as a “Qualified Services Contract” pursuant to a Board Resolution, which contract: 
 (a) is between the Company or one of its Restricted Subsidiaries, on the one hand, and (i) a Person with a rating of either BBB- or higher from S&P or Baa3 or higher from Moody’s, or if such ratings are not
available, then a similar investment grade rating from another nationally recognized statistical rating agency or (ii) any other Person provided such contract is supported by letters of credit, performance bonds or guarantees from a Person that
has an investment grade rating as described in the preceding subclause (i) of this clause (a), or such contract provides for a lockbox or similar arrangements or direct payment to the Company or a Restricted Subsidiary by a Person with such an
investment grade rating, for the full amount of the contracted payments due over the four-quarter reference period considered in calculating the Consolidated Interest Coverage Ratio; 
  

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 (b) provides for services to be performed by the Company or one of its Restricted Subsidiaries
involving the use of such vessel or a charter (bareboat or otherwise) of such vessel by the Company or one of its Restricted Subsidiaries, in either case for a minimum period of at least one year; and 
 (c) provides for a fixed or minimum dayrate or fixed or minimum volume or freight rates (including, if applicable, lay time and demurrage) for such
vessel. 
 “Registration Rights Agreement” means (a) the Registration Rights Agreement, dated as of the Issue Date, by and among
the Company, the Guarantors and the Initial Purchasers relating to the Original Notes, a copy of which is attached hereto as Annex A, and (b) any similar agreement that the Company may enter into in relation to any other Series A Notes, in each
case as such agreement may be amended, modified or supplemented from time to time. 
 “Regulation S” means Regulation S under the
Securities Act. 
 “Regulation S Global Note” means a permanent global senior note that contains the clause referred to in footnote 1,
the paragraphs referred to in footnotes 2 and 3 and the additional schedule referred to in footnote 4 to the form of the Note attached hereto as Exhibit A, and that is deposited with the Note Custodian and registered in the name of the Depository or
its nominee, representing Notes originally issued or transferred in reliance on Regulation S (the “Regulation S Notes”). 
 “Responsible Officer,” when used with respect to the Trustee, means any officer within the corporate trust department of the Trustee (or any successor department of the Trustee) or any other officer of the Trustee
customarily performing functions similar to those performed by any of the above designated officers 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 Beneficial Interest” means any beneficial interest of a Participant or
Indirect Participant in a Restricted Global Note. 
  

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 “Restricted Definitive Notes” means the Definitive Notes that are required to bear the legend set
forth in Section 2.06(f)(i) hereof. 
 “Restricted Global Notes” means the 144A Global Note, the IAI Global Note and the
Regulation S Global Note, each of which is required to bear the legend set forth in Section 2.06(f)(i) hereof. 
 “Restricted
Investment” means an Investment other than a Permitted Investment. 
 “Restricted Subsidiary” of a Person means any
Subsidiary of such Person that is not an Unrestricted Subsidiary. 
 “Rule 144A” means Rule 144A promulgated under the Securities Act.

 “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., or any successor
to the rating agency business thereof. 
 “SEC” means the Securities and Exchange Commission. 
 “Securities Act” means the Securities Act of 1933, as amended. 
 “Series A Notes” has the meaning attributed thereto in the Recital of this Indenture. 
 “Series B
Notes” has the meaning attributed thereto in the Recital of this Indenture. 
 “Significant Subsidiary” means (a) any
Restricted Subsidiary of the Company that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the Issue Date, and
(b) any other Restricted Subsidiary of the Company that represents more than 5% of the Consolidated Net Tangible Assets of the Company, based upon the most recent internal financial statements of the Company. 
 “Stated Maturity” means, with respect to any mandatory sinking fund or other installment of interest or principal on any series of Indebtedness,
the date on which such payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and shall 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. 
 “Subsidiary” means, with respect to any Person,
(a) any corporation, association or other business entity of which more than 50% of the total Voting Stock is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person (or a
combination thereof), (b) any partnership (i) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (ii) the only general partners of which are such Person or of one or more
Subsidiaries of such Person (or any combination thereof) and (c) any other Person whose results for financial reporting purposes are consolidated with those of such Person in accordance with GAAP. 
  

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 “Subsidiary Guarantees” means the joint and several guarantees issued by all of the Guarantors
pursuant to Article 10 hereof. 
 “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, except as provided in Section 9.03 hereof. 
 “Transfer Restricted
Securities” means securities that bear or are required to bear the legend set forth in Section 2.06(f)(i) hereof, and includes the Restricted Global Notes and the Restricted Definitive Notes. 
 “Treasury Rate” means, as of any redemption date in respect of the Notes, the yield to maturity as of such redemption date of United States
Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15(519) that has become publicly available at least two business days prior to the redemption date or, if such
Statistical Release is no longer published, any publicly available source of similar market data) most nearly equal to the period from the redemption date to September 1, 2013; provided, however, that if the period from the redemption
date to September 1, 2013 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used. 
 “Trustee” means the party named as such in the first paragraph of this Indenture until a successor replaces it in accordance with the applicable
provisions of this Indenture and thereafter means the successor serving hereunder. 
 “Unrestricted Global Notes” means one or more
Global Notes that do not and are not required to bear the legend set forth in Section 2.06(f)(i) hereof. 
 “Unrestricted
Subsidiary” means any Subsidiary of the Company that is designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a Board Resolution and any Subsidiary of an Unrestricted Subsidiary. The Board of Directors may designate
a Subsidiary as an Unrestricted Subsidiary only to the extent that such Subsidiary at the time of such designation (a) has no Indebtedness other than Non Recourse Debt, (b) is not party to any agreement, contract, arrangement or
understanding with the Company or any Restricted Subsidiary of the Company unless such agreement, contract, arrangement or understanding does not violate Section 4.11 hereof, and (c) is a Person with respect to which neither the Company
nor any of its Restricted Subsidiaries has any direct or indirect obligation (i) to subscribe for additional Equity Interests or (ii) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any
specified levels of operating results. Any such designation by the Board of Directors shall be evidenced to the Trustee by filing with the Trustee the Board Resolution giving effect to such designation and an Officers’ Certificate certifying
that such designation complied with the foregoing conditions and was permitted by Section 4.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the foregoing requirements as an Unrestricted Subsidiary, it shall thereafter
cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the Company as of such date (and, if such Indebtedness is not permitted to be
incurred as of such date pursuant to Section 4.09 hereof, the Company shall be in 

  

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default of such covenant). The Board of Directors may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary, provided that such designation
shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if: (1) such Indebtedness is permitted
under Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, and (2) no Default or Event of Default would be in existence following such designation.

 “U.S. Dollar Equivalent” means, with respect to any monetary amount in a currency other than the U.S. dollar, at or as of any time
for the determination thereof, the amount of U.S. dollars obtained by converting such foreign currency involved in such computation into U.S. dollars at the spot rate for the purchase of U.S. dollars with the applicable foreign currency as quoted by
Reuters (or, if Reuters ceases to provide such spot quotations, by any other reputable service as is providing such spot quotations, as selected by the Company) at approximately 11:00 a.m. (New York City time) on the date not more than two Business
Days prior to such determination. 
 “U.S. Government Securities” means direct obligations of, or obligations guaranteed by, the
United States of America for the payment of which guarantee or obligations the full faith and credit of the United States is pledged. 
 “Vessels” means marine vessels. 
 “Voting Stock” of any Person as of any date means the Capital Stock of
such Person that is at the time entitled to vote in the election of the board of directors, managers or trustees of such Person. 
 “Weighted
Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing (a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking
fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of
such payment, by (b) the then outstanding principal amount of such Indebtedness. 
 “Wholly Owned Restricted Subsidiary” of any
Person means a Restricted Subsidiary of such Person to the extent that (a) all of the outstanding Capital Stock which (other than directors’ qualifying shares and Capital Stock held by other statutorily required minority shareholders)
shall at the time be owned directly or indirectly by such Person or (b) such Restricted Subsidiary is organized in a foreign jurisdiction and is required by the applicable laws and regulations of such foreign jurisdiction or its governmental
agencies, authorities or state-owned businesses to be partially owned by the government of such foreign jurisdiction or individual or corporate citizens of such foreign jurisdiction in order for such Restricted Subsidiary to transact business in
such foreign jurisdiction, provided that such Person, directly or indirectly, owns the remaining Capital Stock in such Restricted Subsidiary and, by contract or otherwise, controls the management and business of such Restricted Subsidiary to
substantially the same extent as if such Restricted Subsidiary were a wholly owned Subsidiary. 
  

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 Section 1.02 OTHER DEFINITIONS. 
  

			
	 Term
	  	Defined in
Section
	 “Affiliate Transaction”
	  	4.11
	 “Agreement Currency”
	  	4.20
	 “Asset Sale Offer”
	  	3.09
	 “Change of Control Offer”
	  	4.15
	 “Change of Control Payment”
	  	4.15
	 “Change of Control Payment Date”
	  	4.15
	 “Covenant Defeasance”
	  	8.03
	 “DTC”
	  	2.03
	 “Event of Default”
	  	6.01
	 “Excess Proceeds”
	  	4.10
	 “incur” or “incurrence”
	  	4.09
	 “Incurrence Time”
	  	4.09
	 “Judgment Currency”
	  	4.20
	 “Legal Defeasance”
	  	8.02
	 “Offer Amount”
	  	3.09
	 “Offer Period”
	  	3.09
	 “Paying Agent”
	  	2.03
	 “Payment Default”
	  	6.01
	 “Purchase Date”
	  	3.09
	 “Registrar”
	  	2.03
	 “Resale Restriction Termination Date”
	  	2.06
	 “Restricted Payments”
	  	4.07
	 “Terminated Covenants
	  	4.19

 Section 1.03 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. Any terms incorporated in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA have the meanings so
assigned to them. 
 Section 1.04 RULES OF CONSTRUCTION. 
 Unless the context otherwise requires: 
 (1) a
term has the meaning assigned to it; 
 (2) an accounting term not otherwise defined has the meaning assigned to it in accordance with
GAAP; 
  

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 (3) “or” is not exclusive; 
 (4) words in the singular include the plural, and words in the plural include the singular; 
 (5) provisions apply to successive events and transactions; 
 (6) the term “merger” includes a compulsory share exchange, a conversion of a corporation into another business entity and any other
transaction having effects substantially similar to a merger under the General Corporation Law of the State of Delaware; and 
 (7)
references to sections of or rules under the Securities Act or the Exchange Act shall be deemed to include substitute, replacement or successor sections or rules adopted by the SEC from time to time. 
 Whenever the covenants or default provisions or definitions in this Indenture refer to an amount in U.S. dollars, that amount will be deemed to refer to the
U.S. Dollar Equivalent of the amount of any obligation denominated in any other currency or currencies, including composite currencies. 
 Any
determination of U.S. Dollar Equivalent for any purpose under this Indenture will be determined as of a date of determination as described in the definition of “U.S. Dollar Equivalent” in Section 1.01 and, in any case, no
subsequent change in the U.S. Dollar Equivalent after the applicable date of determination will cause such determination to be modified. 
 ARTICLE 2 
 THE NOTES 
 Section 2.01 FORM AND DATING. 
 The Notes shall be issued only in registered form.
The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto. Any notation of Subsidiary Guarantee shall be substantially in the form of Exhibit D hereto, and shall be notated on the Notes.
The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes shall be issued in minimum denominations of $2,000 and integral multiples of
$1,000 in excess thereof. 
 The Series A Notes and the Series B Notes shall be considered collectively to be a single class for all purposes of this
Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. 
 The terms and provisions contained in the Notes
shall constitute, and are hereby expressly made, a part of this Indenture and the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby.
Notwithstanding the foregoing, to the extent any provision of any Note or any notation of Subsidiary Guarantee conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling to the extent
permitted by law. 
  

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 (a) Global Notes. Series A Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially
in the form of one or more 144A Global Notes, which shall be deposited on behalf of the purchasers of the Series A Notes represented thereby with the Note Custodian and registered in the name of the Depository or a nominee of the Depository, duly
executed by the Company and authenticated by the Trustee as hereinafter provided. If beneficial interests in any such 144A Global Note or in any Regulation S Global Note are transferred to an Institutional Accredited Investor, then, for so long as
the Applicable Procedures shall so permit, such beneficial interests shall be represented by an IAI Global Note having an initial principal amount equal to the aggregate amount of such beneficial interests, and such IAI Global Note shall be
deposited on behalf of the beneficial owners of the Series A Notes represented thereby with the Note Custodian and registered in the name of the Depository or a nominee of the Depository, duly executed by the Company and authenticated by the Trustee
as hereinafter provided. 
 Any Series A Notes offered and sold in reliance on Regulation S shall be issued initially in the form of a Regulation S
Global Note, which shall be deposited on behalf of the purchasers of the Series A Notes represented thereby with the Note Custodian and registered in the name of the Depository or the nominee of the Depository, duly executed by the Company and
authenticated by the Trustee as hereinafter provided. 
 Each Global Note shall represent such of the outstanding Notes as shall be specified therein,
and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges, redemptions, repurchases and transfers of interests. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the
Trustee, as Registrar and Note Custodian, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. 
 (b)
Book-Entry Provisions. Participants shall have no rights either under this Indenture with respect to any Global Note held on their behalf by the Depository or by the Note Custodian as custodian for the Depository or under such Global Note,
and the Depository (or its nominee, if the Depository is not the Holder) may be treated by the Company, the Trustee and any Agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding
the foregoing, nothing herein shall prevent the Company, the Trustee or any Agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the
Depository and its Participants, the operation of customary practices of such Depository governing the exercise of the rights of an owner of a beneficial interest in any Global Note. 
  

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 Section 2.02 EXECUTION AND AUTHENTICATION. 
 One Officer shall sign the Notes for the Company by manual or facsimile signature. If the Company has a corporate seal, it may be reproduced on the Notes and, if
so, it may be in facsimile form. 
 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. 
 A Note shall not be valid until authenticated by the manual signature of an authorized signatory of the Trustee.
Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The form of Trustee’s certificate of authentication to be borne by the Notes shall be substantially as set forth in Exhibit A hereto.

 Each Note shall be dated the date of its authentication. 
 The Trustee shall authenticate (i) the Series A Notes for original issue on the Issue Date in the aggregate principal amount of $250,000,000 (the “Original Notes”), (ii) subject to compliance with
Section 4.09 hereof, additional Series A Notes for original issue from time to time after the Issue Date in such principal amounts as may be set forth in a written order of the Company described in this sentence and (iii) the Series B
Notes for original issue from time to time for issue only in exchange for a like principal amount of Series A Notes, in each case upon a written order of the Company signed by one Officer, which written order shall specify (a) the amount of
Notes to be authenticated and the date of original issue thereof, (b) whether the Notes are Series A Notes or Series B Notes, and (c) the amount of Notes to be issued in global form or definitive form. The aggregate principal amount of
Notes outstanding at any time may not exceed $250,000,000 plus such additional principal amounts as may be issued and authenticated pursuant to clause (ii) of this paragraph, except as provided in Section 2.07 hereof. 
 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, any Guarantor or an Affiliate of the
Company. 
 Section 2.03 REGISTRAR AND PAYING AGENT. 
 The Company shall maintain an office or agency in the continental United States where Notes may be presented for registration of transfer or for exchange
(“Registrar”), and it shall maintain an office or agency in New York, New York, where Notes may be presented for payment (“Paying Agent”). The Registrar shall keep a register of the Notes and of their transfer and
exchange. 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 Agent not named in this 

  

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Indenture. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company shall enter into an
appropriate agency agreement with any Agent not a party to this Indenture, and such agreement shall incorporate the TIA’s provisions of this Indenture that relate to such Agent. The Company or any of its Subsidiaries may act as Paying Agent or
Registrar. 
 The Company initially appoints The Depository Trust Company (“DTC”) to act as Depository with respect to the Global
Notes. 
 The Company initially appoints the Trustee to act as Registrar, Paying Agent and Note Custodian with respect to the Global Notes at its
Corporate Trust Office. 
 Section 2.04 PAYING AGENT 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, or premium or interest on, the Notes, and will notify the Trustee 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 the occurrence and during the continuance of any Event of Default described in clause (h) or (i) of Section 6.01 hereof, the Trustee shall serve as Paying Agent for the Notes.

 Section 2.05 HOLDER LISTS. 
 The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders and shall otherwise comply with TIA §312(a). If the Trustee is not
the Registrar, the Company shall furnish to the Trustee at least seven 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 2.06 TRANSFER AND EXCHANGE. 
 (a) Transfer and Exchange of Global
Notes. The transfer and exchange of Global Notes or beneficial interests therein shall be effected through the Depository, in accordance with this Indenture and the Applicable Procedures. Transfers of beneficial interests in the Restricted
Global Notes shall be permitted as follows: 
 (i) Restricted Global Note to Regulation S Global Note. If an owner of a
beneficial interest in a Restricted Global Note wishes to transfer its beneficial interest in such Restricted Global Note to a Person who is required or permitted to take delivery thereof in 

  

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the form of an interest in a Regulation S Global Note, such owner shall, subject to the Applicable Procedures, exchange or cause the exchange of such interest for an
equivalent beneficial interest in a Regulation S Global Note as provided in this Section 2.06(a)(i). Upon receipt by the Trustee of (A) instructions given in accordance with the Applicable Procedures directing the Trustee, as Registrar and
Note Custodian, to credit a beneficial interest in the Regulation S Global Note in an amount equal to the beneficial interest in the Restricted Global Note to be transferred and (B) a certificate substantially in the form of Exhibit B-1 hereto
given by the owner of such beneficial interest stating that the transfer of such interest has been made in compliance with the transfer restrictions set forth in the legend in Section 2.06(f)(i) and pursuant to and in accordance with Rule 903
or Rule 904 of Regulation S, then the Trustee, as Registrar and Note Custodian, shall reduce the aggregate principal amount of such Restricted Global Note and increase the aggregate principal amount of the applicable Regulation S Global Note by the
principal amount of the beneficial interest in the Restricted Global Note to be transferred. 
 (ii) Restricted Global Note to 144A
Global Note. If an owner of a beneficial interest in a Restricted Global Note wishes to transfer its beneficial interest in such Restricted Global Note to a Person who is required or permitted to take delivery thereof in the form of an interest
in a 144A Global Note, such owner shall, subject to the Applicable Procedures, exchange or cause the exchange of such interest for an equivalent beneficial interest in a 144A Global Note as provided in this Section 2.06(a)(ii). Upon receipt by
the Trustee of (A) instructions given in accordance with the Applicable Procedures directing the Trustee, as Registrar and Note Custodian, to credit a beneficial interest in the 144A Global Note equal to the beneficial interest in the
Restricted Global Note to be transferred and (B) a certificate substantially in the form of Exhibit B-2 attached hereto given by the owner of such beneficial interest stating that the Person transferring such interest in a Restricted Global
Note reasonably believes that the Person acquiring such interest in a 144A Global Note is a QIB and is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A, then the Trustee, as Registrar and Note Custodian,
shall reduce the aggregate principal amount of such Restricted Global Note and increase the aggregate principal amount of the applicable 144A Global Note by the principal amount of the beneficial interest in the Restricted Global Note to be
transferred. 
 (iii) Restricted Global Note to IAI Global Note. If an owner of a beneficial interest in a Restricted Global Note
wishes to transfer its beneficial interest in such Restricted Global Note to a Person who is required to take delivery thereof in the form of an interest in an IAI Global Note, such owner shall, subject to the Applicable Procedures, exchange or
cause the exchange of such interest for an equivalent beneficial interest in an IAI Global Note as provided in this Section 2.06(a)(iii). Upon receipt by the Trustee of (A) instructions given in accordance with the Applicable Procedures
directing the Trustee, as Registrar and Note Custodian, to credit a beneficial interest in the IAI Global Note equal to the beneficial interest in the Restricted Global Note to be transferred and (B) a certificate substantially in the form of
Exhibit B-2 hereto from the transferor and a certificate substantially in the form of Exhibit C hereto from the transferee, then the Trustee, as Registrar and Note Custodian, 

  

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shall reduce the aggregate principal amount of such Restricted Global Note and increase the aggregate principal amount of the applicable IAI Global Note by the
principal amount of the beneficial interest in the Restricted Global Note to be transferred. 
 (iv) Restricted Global Note to
Unrestricted Global Note. If an owner of a beneficial interest in a Restricted Global Note wishes to transfer its beneficial interest in such Restricted Global Note to a Person who is required or permitted to take delivery thereof in the form of
an interest in an Unrestricted Global Note, such owner shall, subject to the Applicable Procedures, exchange or cause the exchange of such interest for an equivalent beneficial interest in an Unrestricted Global Note as provided in this
Section 2.06(a)(iv). Upon receipt by the Trustee of (A) instructions given in accordance with the Applicable Procedures directing the Trustee, as Registrar and Note Custodian, to credit a beneficial interest in an Unrestricted Global Note
equal to the beneficial interest in the Restricted Global Note to be transferred and (B) a certificate substantially in the form of Exhibit B-3 attached hereto given by the owner of such beneficial interest stating (1) if the transfer is
pursuant to Rule 144, that the transfer complies with the requirements of Rule 144, (2) the transfer is pursuant to an effective registration statement under the Securities Act, or (3) the transfer is to the Company or any of its
Subsidiaries, then the Trustee, as Registrar and Note Custodian, shall reduce the aggregate principal amount of such Restricted Global Note and increase the aggregate principal amount of the applicable Unrestricted Global Note by the principal
amount of the beneficial interest in the Restricted Global Note to be transferred. 
 (b) Transfer and Exchange of Definitive Notes. If issued,
Definitive Notes may not be exchanged or transferred for beneficial interests in a Global Note, except upon consummation of an Exchange Offer as contemplated by Section 2.06(f)(iv) hereof. When Definitive Notes are presented by a Holder to the
Registrar with a request to register the transfer of the Definitive Notes or to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the
exchange as requested only if the Definitive Notes are presented or surrendered for registration of transfer or exchange, are endorsed or accompanied by a written instrument of transfer in form satisfactory to the Registrar duly executed by such
Holder or by its attorney, duly authorized in writing, and the Registrar receives the following (all of which may be submitted by facsimile): 
 (i) in the case of Definitive Notes that are Transfer Restricted Securities, such request shall be accompanied by the following additional information and documents, as applicable: 
 (A) if such Transfer Restricted Security is being delivered to the Registrar by a Holder for registration in the name of such Holder, without
transfer, or such Transfer Restricted Security is being transferred (1) to the Company or any of its Subsidiaries, (2) in a transaction permitted by Rule 144 under the Securities Act or (3) pursuant to an effective registration
statement under the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 hereto); 
  

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 (B) if such Transfer Restricted Security is being transferred to a Person the transferor reasonably
believes is a QIB in accordance with Rule 144A under the Securities Act or pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act, a certification to that effect from such Holder (in substantially the form of
Exhibit B-3 hereto); 
 (C) if such Transfer Restricted Security is being transferred to a Non-U.S. Person in an offshore transaction in
accordance with Rule 903 or 904 under Regulation S of the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit B-3 hereto but containing the certification called for by clauses (1) through
(4) of Exhibit B-1 hereto); or 
 (D) if such Transfer Restricted Security is being transferred to an Institutional Accredited
Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraph (B) or (C) above, a certification to that effect from such Holder (in substantially the form of Exhibit
B-3 hereto), and a certification substantially in the form of Exhibit C hereto from the transferee. 
 (c) Opinion of Counsel. Upon any exchange
or transfer of a Transfer Restricted Security (including any beneficial interest in a Restricted Global Note) other than a Transfer pursuant to an effective registration statement under the Securities Act or to the Company or any of its
Subsidiaries, the Company or the Registrar may require, as a condition to such exchange or transfer, the delivery to them of an Opinion of Counsel satisfactory to them that such transfer complies with the Securities Act and any applicable blue sky
laws of any state of the United States. 
 (d) Restrictions on Transfer and Exchange of Global Notes. Notwithstanding any other provision of
this Indenture, a Global Note may not be transferred as a whole except by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee
to a successor Depository or a nominee of such successor Depository. 
 (e) Authentication of Definitive Notes in Absence of Depository or at
Depository’s Election. If at any time (i) the Depository for the Notes notifies the Company that the Depository is unwilling or unable to continue as Depository for the Global Notes or has ceased to be a “clearing agency”
registered under the Exchange Act and in either case a successor Depository for the Global Notes is not appointed by the Company within 90 days after delivery of such notice or (ii) an Event of Default has occurred and is continuing and the
Depository notifies the Trustee in writing that it elects to terminate such book-entry system and to cause the issuance of Definitive Notes, then the Company shall execute, and the Trustee shall, upon receipt of an authentication order in accordance
with Section 2.02 hereof, authenticate and deliver Definitive Notes in an aggregate principal amount equal to the principal amount of the Global Notes in exchange for such Global Notes. Definitive Notes issued in exchange for beneficial
interests in the Global Notes pursuant to this Section 2.06(e) shall be registered in such names and in such authorized denominations as the Depository, pursuant to instructions from its direct or Indirect Participants or otherwise, shall
instruct the Trustee. The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered. 
  

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 (f) Legends. 
 (i) Except as permitted by the following paragraphs (ii) and (iv), each Note certificate evidencing a Global Note or a Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear a legend
in substantially the following form, until the expiration of the applicable Resale Restriction Termination Date: 
 “THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE
OR OTHER JURISDICTION. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION
HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS
THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.
THE HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS
OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT
HAS PURCHASED NOTES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE,
PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS
[IN THE CASE OF RULE 144A OR IAI NOTES: ONE YEAR] [IN THE CASE
OF REGULATION S NOTES: 40 DAYS] AFTER THE LATER OF THE ORIGINAL ISSUE
DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY
AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE (OR ANY
PREDECESSOR OF SUCH NOTE), ONLY (A) TO THE COMPANY OR ANY OF
ITS SUBSIDIARIES, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN
DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS
THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED
INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT
PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND
SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN
THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN
INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(A)(1), (2) OR
(7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR
ACQUIRING THE NOTE FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF
SUCH AN INSTITUTIONAL ACCREDITED INVESTOR FOR INVESTMENT PURPOSES AND NOT WITH
A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY 

  

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DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT,
OR (F) PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OR ANOTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO
ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C), (D),
(E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF
COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM.
THIS LEGEND WILL BE REMOVED UPON THE WRITTEN REQUEST OF THE HOLDER
AFTER THE RESALE RESTRICTION TERMINATION DATE. 
 (ii) Upon any sale or transfer of a Transfer Restricted Security (including any beneficial interest in a Restricted Global Note) pursuant to an effective registration statement under the Securities Act: 
 (A) in the case of any Transfer Restricted Security that is a Definitive Note, the Registrar shall permit the Holder thereof to exchange such
Transfer Restricted Security for a Definitive Note that does not bear the legend set forth in (i) above and rescind any restriction on the transfer of such Transfer Restricted Security upon certification from the transferring holder
substantially in the form of Exhibit B-3 hereto; and 
 (B) in the case of any beneficial interest in a Restricted Global Note,
such interest shall be sold or transferred in compliance with the provisions of Section 2.06(a)(iv) hereof and the Global Note thereafter representing such interest shall not be required to bear the legend set forth in (i) above.

 (iii) Each Note certificate evidencing a Global Note or a Definitive Note (and all Notes issued in exchange therefor or substitution
thereof) shall bear a legend in substantially the following form: 
 “THIS NOTE IS
ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTION 1271 ET SEQ.
OF THE INTERNAL REVENUE CODE. A HOLDER MAY OBTAIN THE ISSUE PRICE,
AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE AND YIELD TO MATURITY
FOR THE NOTES BY SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION TO
THE COMPANY AT THE FOLLOWING ADDRESS: HORNBECK OFFSHORE SERVICES, INC., 103
NORTHPARK BOULEVARD, SUITE 300, COVINGTON, LOUISIANA 70433, ATTENTION: CHIEF FINANCIAL OFFICER.” 

(iv) Notwithstanding the foregoing, upon consummation of an Exchange Offer, the Company shall issue and, upon receipt of an authentication order
in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in aggregate principal amount equal to the sum of (A) the principal amount of the Restricted Beneficial Interests accepted for
exchange in the Exchange Offer and (B) the principal amount of any Restricted Definitive Notes accepted for exchange in the Exchange Offer. 

  

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Concurrently with the issuance of such Unrestricted Global Notes, the Trustee, as Registrar and Note Custodian, shall reduce accordingly the aggregate principal amount
of each applicable Restricted Global Note and cancel any Restricted Definitive Notes accepted for exchange. 
 (g) Cancellation or Adjustment of
Global Notes. At such time as all beneficial interests in Global Notes have been exchanged for Definitive 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 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for Definitive Notes or a beneficial interest in another Global Note, redeemed, repurchased or cancelled, the principal
amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee, as Registrar and Note Custodian, to reflect such reduction; and if the beneficial interest is being
exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement shall be made on such Global Note by the
Trustee, as Registrar and Note Custodian, to reflect such increase. 
 (h) General Provisions Relating to Transfers and Exchanges. 

(i) To permit registrations of transfers and exchanges, subject to this Section 2.06, the Company shall execute and, upon the written order
of the Company signed by an Officer of the Company, the Trustee shall authenticate Definitive Notes and Global Notes at the Registrar’s request. 
 (ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in
connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 3.07, 4.10, 4.15 and 9.05 hereof). 
 (iii) Notwithstanding any other provision of this Section 2.06, after the applicable Resale Restriction Termination Date, beneficial interests
in a Restricted Global Note and any Restricted Definitive Note may be transferred or exchanged without compliance with any of the certification requirements of this Section 2.06. 
 (iv) All Definitive Notes and Global Notes issued upon any registration of transfer or exchange of Definitive 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 Definitive Notes or Global Notes surrendered upon such registration of transfer or exchange. 
 (v) The Company and the Registrar 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 3.02 hereof and ending at the close of business on the day of selection; 
  

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 (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 a Note other than in
minimum amounts of $2,000 or multiple integrals of $1,000. 
 (vi) Prior to due presentment for 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 receiving payment of principal of, premium, if any, and interest on such Note, and
neither the Trustee, any Agent nor the Company shall be affected by notice to the contrary. 
 (vii) The Trustee shall authenticate
Definitive Notes and Global Notes in accordance with the provisions of Sections 2.02 and 2.06(h)(i) hereof. 
 Section 2.07
REPLACEMENT NOTES. 
 If any mutilated Note is surrendered to the Trustee or 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 the written order of the Company signed by one Officer of the Company, shall authenticate a replacement Note (accompanied by a
notation of the Subsidiary Guarantees duly endorsed by the Guarantors) if the Trustee’s requirements are met. If required by the Trustee and 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 Company may charge for its expenses in replacing a Note. If, after the delivery
of such replacement Note, a protected purchaser of the original Note in lieu of which such replacement Note was issued presents for payment or registration such original Note, the Trustee shall be entitled to recover such replacement Note from the
Person to whom it was delivered or any Person taking therefrom, except a protected purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the
Company, the Trustee, any Agent and any authenticating agent in connection therewith. 
 Subject to the provisions of the final sentence of the
preceding paragraph of this Section 2.07, 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.
The provisions of this Section 2.07 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement of mutilated, destroyed, lost or stolen Notes. 
  

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 Section 2.08 OUTSTANDING NOTES. 
 The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those
reductions in the interests in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section as not outstanding. Except as set forth in Section 2.09 hereof, a Note does not cease to be
outstanding because the Company, any Subsidiary of the Company or an Affiliate of the Company or any Subsidiary of the Company holds the Note. 
 If a
Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser. 
 If the entire principal of, and premium, if any, and interest on, any Note are considered paid under Section 4.01 hereof, it ceases to be outstanding and
interest on it ceases to accrue as of the date of such payment. 
 Section 2.09 TREASURY NOTES. 

In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Company, a
Subsidiary of the Company or an Affiliate, shall be considered as though not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that the
Trustee knows are so owned shall be so disregarded. Notwithstanding the foregoing, Notes that the Company, a Subsidiary of the Company or an Affiliate offers to purchase or acquires pursuant to an offer, exchange offer, tender offer or otherwise
shall not be deemed to be owned by the Company, a Subsidiary of the Company or an Affiliate until legal title to such Notes passes to the Company, such Subsidiary or such Affiliate as the case may be. 
 Section 2.10 TEMPORARY NOTES. 
 Until definitive Notes are ready for delivery, the Company may prepare and the Trustee shall authenticate temporary Notes upon a written order of the Company signed by one Officer of the Company. Temporary Notes shall be substantially in
the form of definitive Notes but may have variations that 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 definitive Notes in exchange for temporary Notes. Until such exchange, 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 for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall cancel all Notes surrendered for registration of transfer,
exchange, payment, replacement or cancellation and shall dispose of such cancelled Notes in accordance with its customary policies (subject to the record retention 

  

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requirements of the Exchange Act). ). A notice of the disposal of all cancelled Notes shall be delivered to the Company upon its written request. The Company may not
issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee for cancellation, other than as contemplated by an Exchange Offer. 
 Section 2.12 DEFAULTED INTEREST. 
 If the Company defaults in a payment of interest on
the Notes, it shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest, to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in the
Notes and in Section 4.01 hereof. The 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, however, 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, 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 CUSIP NUMBERS. 
 The Company in issuing the Notes may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in
notices of redemption as a convenience to Holders; provided, however, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of a
redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company will promptly notify the Trustee in
writing of any change in the “CUSIP” numbers. 
 ARTICLE 3 
 REDEMPTION AND REPURCHASE 
 Section 3.01 NOTICES TO TRUSTEE. 

 If the Company elects to redeem Notes pursuant to the optional redemption provisions of Section 3.07 hereof, it shall furnish to the Trustee, at
least five Business Days (unless a shorter period is acceptable to the Trustee) before the date of giving notice of a redemption pursuant to Section 3.03, an Officers’ Certificate setting forth (i) the clause of this Indenture
pursuant to which the redemption shall occur, (ii) the redemption date, (iii) the principal amount of Notes to be redeemed, (iv) the redemption price (if then determined and otherwise the basis for its determination) and
(v) whether it requests the Trustee to give notice of such redemption. Any such notice may be cancelled at any time prior to the mailing of notice of such redemption to any Holder and shall thereby be void and of no effect. 
  

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 Section 3.02 SELECTION OF NOTES TO
BE REDEEMED. 
 If less than all of the Notes are to be redeemed at any time, the Trustee shall select the Notes to be
redeemed among the Holders of the Notes on a pro rata basis, by lot or in accordance with any other method the Trustee considers fair and appropriate. In the event of partial redemption by lot, the particular Notes to be redeemed shall be
selected, unless otherwise provided herein, not less than 30 days nor more than 60 days prior to the redemption date by the Trustee from the outstanding Notes not previously called for redemption. 
 The Trustee shall promptly notify the Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the
principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in minimum amounts of $2,000 and whole multiples of $1,000 in excess thereof. Provisions of this Indenture that apply to Notes called for redemption also apply to
portions of Notes called for redemption. 
 The provisions of the two preceding paragraphs of this Section 3.02 shall not apply with respect to
any redemption affecting only a Global Note, whether such Global Note is to be redeemed in whole or in part. In case of any such redemption in part, the unredeemed portion of the principal amount of the Global Note shall be in an authorized
denomination. 
 Section 3.03 NOTICE OF REDEMPTION. 
 At least 30 days but not more than 60 days before a redemption date, the Company shall mail or cause to be mailed, by first class mail, a notice of redemption to
each Holder whose Notes are to be redeemed at its registered address. 
 The notice shall identify the Notes to be redeemed and shall state:

 (a) the redemption date; 
 (b) the redemption
price (if then determined and otherwise the basis for its determination); 
 (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 a principal amount equal to the unredeemed portion shall be issued upon cancellation of the original Note; 
 (d) the name and address of the Paying Agent; 
 (e) that Notes
called for redemption must be surrendered to the Paying Agent to collect the redemption price; 
 (f) that, unless the Company defaults in making such
redemption payment, interest on Notes called for redemption cease to accrue on and after the redemption date; 
  

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 (g) the paragraph of the Notes or Section of this Indenture pursuant to which the Notes called for redemption are
being redeemed; and 
 (h) the CUSIP number printed on the Notes and that no representation is made as to the correctness or accuracy of the CUSIP
number listed in such notice or printed on the Notes. 
 If any of the Notes to be redeemed is in the form of a Global Note, then the Company shall
modify such notice to the extent necessary to accord with the procedures of the Depository applicable to redemption. 
 At the Company’s request,
the Trustee shall give the notice of redemption in the Company’s name and at its expense; provided, however, that the Company shall have delivered to the Trustee, as provided in Section 3.01, 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 3.04 EFFECT OF NOTICE OF REDEMPTION. 
 Once
notice of redemption is mailed in accordance with Section 3.03 hereof, Notes called for redemption become irrevocably due and payable on the redemption date at the redemption price. A notice of redemption may not be conditional. 
 Section 3.05 DEPOSIT OF REDEMPTION PRICE. 
 No later than 11:00 a.m., New York City time, on the redemption date, the Company shall deposit with the Paying Agent (or, if the Company is acting as its own
Paying Agent, segregate and hold in trust as provided in Section 2.04 hereof) money sufficient to pay the redemption price of and accrued and unpaid interest, if any, on all Notes to be redeemed on that date. The Paying Agent shall promptly
return to the Company any money deposited with the Paying Agent by the Company in excess of the amounts necessary to pay the redemption price of and accrued and unpaid interest, if any, on all Notes to be redeemed. 
 If the Company complies with the provisions of the preceding paragraph, on and after the redemption date, interest shall cease to accrue on the Notes or the
portions of Notes called for redemption. If a Note is redeemed on or after an interest record date but on or prior to the related interest payment date, then any accrued and unpaid interest shall be paid to the Person in whose name such Note was
registered at the close of business on such record date. If any Note called for redemption shall not be so paid upon surrender for redemption because of the failure of the Company to comply with the preceding paragraph, interest shall be paid on the
unpaid principal and any premium, from the redemption date until such principal and any premium are paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Notes and in
Section 4.01 hereof. 
  

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 Section 3.06 NOTES REDEEMED IN PART.

 Upon surrender of a Note that is redeemed 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 the unredeemed portion of the Note surrendered. 
 Section 3.07 OPTIONAL
REDEMPTION. 
 (a) At any time prior to September 1, 2013, the Company may redeem the Notes at its option, in whole or in part,
at a redemption price equal to 100% of the principal amount thereof plus the Make Whole Premium as of, and accrued and unpaid interest, if any, to, the date of redemption. 
 (b) At any time on or after September 1, 2013, the Company shall have the option to redeem the Notes, in whole or in part, at the redemption prices (expressed
as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, thereon, to the applicable redemption date, if redeemed during the twelve-month period beginning on September 1 of the years indicated below:

  

				
	 Year
	  	Percentage	 
		
	 2013
	  	104.000	% 
	 2014
	  	102.000	% 
	 2015 and thereafter
	  	100.000	% 

 (c) Further, prior to September 1, 2012, the Company may redeem on any one or more occasions Notes
representing up to 35% of the aggregate principal amount of Notes originally issued under this Indenture (including any Notes originally issued after the Issue Date but excluding any Series B Notes for purposes of calculating the amount that may be
redeemed) at a redemption price of 108.0% of the principal amount thereof, plus accrued and unpaid interest, if any, thereon to the redemption date, with the net cash proceeds of one or more Qualified Equity Offerings, provided that (i) Notes
representing at least 65% of the aggregate principal amount of Notes originally issued under this Indenture (including any Notes originally issued after the Issue Date but excluding any Series B Notes for purposes of calculating the amount that may
be redeemed) remain outstanding immediately after the occurrence of each such redemption and (ii) such redemption shall occur within 60 days of the date of the closing of each such Qualified Equity Offering. 
 (d) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through Section 3.06 hereof. 

Section 3.08 MANDATORY REDEMPTION. 
 Except as set forth under Sections 4.10 and 4.15 hereof, the Company shall not be required to purchase or to make mandatory redemption or sinking fund payments with respect to the Notes. 
  

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 Section 3.09 OFFER TO PURCHASE BY
APPLICATION OF EXCESS PROCEEDS. 
 In the event that, pursuant to Section 4.10
hereof, the Company shall be required to commence an offer to all Holders to purchase Notes (an “Asset Sale Offer”), the Company shall follow the procedures specified below. 
 The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is
required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the principal amount of Notes required to
be purchased pursuant to Section 4.10 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes validly tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be
made in the same manner as principal payments are made at Stated Maturity. Further, the Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws
and regulations are applicable in connection with the purchase of Notes as a result of an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture relating to an Asset
Sale Offer, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in this Section 3.09 by virtue thereof. 
 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 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 relating to the same period shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. 
 Upon the commencement of an Asset Sale Offer, the Company shall send, by first class mail, a notice to each of the Holders, with a copy to the Trustee. The notice
shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer,
shall state: 
 (a) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the
Asset Sale Offer shall remain open; 
 (b) the Offer Amount, the purchase price and the Purchase Date; 
 (c) that any Note not tendered or accepted for payment shall continue to accrue interest; 
 (d) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after
the Purchase Date; 
 (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may only elect to have all of such Note
purchased and may not elect to have only a portion of such Note purchased; 
  

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 (f) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender
the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Company or a Paying Agent at the address specified in the notice before the termination of the Offer Period; 
 (g) that Holders shall be entitled to withdraw their election if the Company or the Paying Agent, as the case may be, receives, not later than the expiration of
the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased;

 (h) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Trustee shall select the Notes to be
purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in minimum denominations of $2,000, and integral multiples of $1,000 in excess thereof, shall be purchased); and 

(i) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered
(or transferred by book-entry transfer). 
 If any of the Notes subject to an Asset Sale Offer is in the form of a Global Note, then the Company shall
modify such notice to the extent necessary to accord with the procedures of the Depository applicable to repurchases. 
 On or before the Purchase
Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been
tendered, all Notes tendered, and shall deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.09. The Company or
the Paying Agent, as the case may be, shall promptly (but in any case not later than three days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted
by the Company for purchase, and the Company shall promptly issue a new Note, and the Trustee shall authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any
Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce the results of the Asset Sale Offer on the Purchase Date. 
 Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of
Section 3.01 through Section 3.06 hereof. 
  

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 ARTICLE 4 
 COVENANTS 
 Section 4.01 PAYMENT OF NOTES. 
 The Company shall pay or cause to be paid the principal of, and interest and premium, if any, on, the Notes on the dates and in the manner provided in the Notes,
and it shall pay or cause to be paid Additional Interest on the Notes on the dates and in the manner provided in the related Registration Rights Agreement. Principal, interest and premium, if any, shall be considered paid on the date due if a Paying
Agent, if other than the Company or a Subsidiary thereof, holds as of 11:00 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 all principal, interest and
premium, if any, then due. 
 The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue
principal and premium, if any, at the rate equal to the interest rate on the Notes to the extent lawful; it shall pay interest (including post petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without
regard to any applicable grace period), at the same rate to the extent lawful. 
 Section 4.02 MAINTENANCE OF
OFFICE OR AGENCY. 
 The Company shall maintain an office or agency in New York, New York, where Notes
may be presented or surrendered for payment, and it shall maintain an office or agency in the continental United States, 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. 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. 
 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. Further, if at any time there shall be no such office or agency in New York, New York, where the
Notes may be presented or surrendered for payment, the Company shall forthwith designate and maintain such an office or agency in the continental United States, in order that the Notes shall at all times be payable in New York, New York. 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. 
 Section 4.03 REPORTS. 
 (a) Whether or not the Company is required to do so by the rules and regulations of the
SEC, so long as any Notes are outstanding, the Company will file with the SEC within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and, within 15 days of filing, or attempting to
file, the same with the SEC, furnish to the Holders of 

  

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the Notes and the Trustee (i) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to
be contained in a filing with the SEC 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” and, with respect to the
annual information only, a report thereon by the Company’s certified independent accountants, and (ii) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. The
Company shall at all times comply with TIA §314(a). 
 (b) For so long as any Notes remain outstanding, the Company and the Guarantors shall
furnish to the Holders of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. 
 (c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by
Section 4.03(a) shall include a reasonably detailed presentation, 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, of
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. 
 (d) The Company, or one of its representatives, agents or employees, shall calculate and deliver to the Trustee all OID information to be reported by the Trustee
to Holders as required by applicable law. 
 Section 4.04 COMPLIANCE CERTIFICATE. 
 (a) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officers’ Certificate stating that a review of the
activities of the Company and its Restricted 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 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 (or, 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 what action the Company is taking or proposes to take with respect thereto) and that to the best of his or her knowledge 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 is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto. 
 (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements
delivered pursuant to Section 4.03(a) above shall be accompanied by a written statement of the Company’s independent public 

  

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accountants (who shall be a firm of established national reputation) that in making the examination necessary for certification of such financial statements, nothing
has come to their attention that would lead them to believe that the Company has violated any provisions of Article 4 or Article 5 hereof or, if any such violation has occurred, specifying the nature and period of existence thereof, it being
understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation. 
 (c) The Company shall, so long as any of the Notes are outstanding, deliver to the Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of
Default and what action the Company is taking or proposes to take with respect thereto. 
 Section 4.05 TAXES. 

The Company shall pay, and shall cause each of its Subsidiaries to pay, 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 4.06 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 no such law has been enacted. 
 Section 4.07 RESTRICTED PAYMENTS. 
 The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, (i) declare or pay any dividend or make any other
payment or distribution on account of the Company’s or any of its Restricted Subsidiaries’ Equity Interests (including, without limitation, any such payment in connection with any merger or consolidation involving the Company) or to the
direct or indirect holders of the Company’s Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company); (ii) purchase, redeem or otherwise
acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any of its Restricted Subsidiaries (other than any such Equity Interests owned
by the Company or any Wholly Owned Restricted Subsidiary of the Company); (iii) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value, any Indebtedness that is subordinated in right of
payment to the Notes or the Subsidiary Guarantees, as the case may be, except a payment of interest or principal at Stated Maturity; or (iv) make any 

  

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Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as “Restricted
Payments”), unless, at the time of and after giving effect to such Restricted Payment: 
 (a) no Default or Event of Default shall have
occurred and be continuing or would occur as a consequence thereof; 
 (b) the Company would, at the time of such Restricted Payment and after giving
pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage
Ratio test set forth in Section 4.09 hereof; and 
 (c) such Restricted Payment, together with the aggregate amount of all other Restricted
Payments made by the Company and its Restricted Subsidiaries after the Issue Date (excluding Restricted Payments permitted by clauses (b), (c), (d), (f), (g) and (h), but including Restricted Payments permitted by clauses (a) and
(e) of the next succeeding paragraph), is less than the sum of the following: (A) 50% of the cumulative Consolidated Net Income of the Company for the period (taken as one accounting period) from January 1, 2004 to the end of the
Company’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit), plus
(B) subject to clause (b) of the next succeeding paragraph, 100% of the aggregate net cash proceeds, and the fair market value of any property other than cash, received by the Company since January 1, 2004 from the issue or sale of
Equity Interests of the Company (other than Disqualified Stock) or of Disqualified Stock or debt securities of the Company that have been converted into, or exchanged for, such Equity Interests (other than any such Equity Interests, Disqualified
Stock or convertible debt securities sold to a Restricted Subsidiary of the Company and other than Disqualified Stock or convertible debt securities that have been converted into, or exchanged for, Disqualified Stock), plus (C) to the extent
that any Restricted Investment that was made after the Issue Date is sold for cash or otherwise liquidated or repaid for cash, the lesser of (1) cash return of capital with respect to such Restricted Investment (less the cost of disposition, if
any) and (2) the initial amount of such Restricted Investment plus (D) in the event that any Unrestricted Subsidiary is redesignated as a Restricted Subsidiary, the lesser of (1) an amount equal to the fair market value of the
Investments previously made by the Company and its Restricted Subsidiaries in such Subsidiary as of the date of redesignation and (2) the amount of such Investments plus (E) $20,000,000. 
 The foregoing provisions will not prohibit any of the following: (a) the payment of any dividend within 60 days after the date of declaration thereof, if at
said date of declaration such payment would have complied with the provisions of this Indenture; (b) the redemption, repurchase, retirement, defeasance or other acquisition of any subordinated Indebtedness of the Company or any Guarantor or any
Equity Interests of the Company or any of its Restricted Subsidiaries in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Restricted Subsidiary of the Company) of, other Equity Interests of the
Company (other than any Disqualified Stock), provided that the amount of any such net cash proceeds that are utilized for any such redemption, repurchase, retirement, defeasance or other acquisition shall be excluded from clause 

  

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(c)(B) of the preceding paragraph; (c) the defeasance, redemption, repurchase, retirement or other acquisition of subordinated Indebtedness of the Company or any
Guarantor with the net cash proceeds from an incurrence of, or in exchange for, Permitted Refinancing Indebtedness; (d) the payment of any dividend or distribution by a Restricted Subsidiary of the Company to the Company or any Wholly Owned
Restricted Subsidiary of the Company; (e) so long as no Default or Event of Default has occurred and is continuing, the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Company or any Restricted
Subsidiary of the Company held by any employee of the Company or any of its Restricted Subsidiaries, provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests shall not exceed $500,000 in any
calendar year; (f) the acquisition of Equity Interests by the Company in connection with the exercise of stock options or stock appreciation rights by way of cashless exercise or in connection with the satisfaction of withholding tax
obligations; (g) in connection with an acquisition by the Company or by any of its Restricted Subsidiaries, the return to the Company or any of its Restricted Subsidiaries of Equity Interests of the Company or any of its Restricted Subsidiaries
constituting a portion of the purchase price consideration in settlement of indemnification claims; and (h) the purchase by the Company of fractional shares of Equity Interests arising out of stock dividends, splits or combinations or business
combinations;. 
 The Board of Directors may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if such designation would not cause a
Default. For purposes of making such designation, all outstanding Investments by the Company and its Restricted Subsidiaries (except to the extent repaid in cash) in the Subsidiary so designated shall be deemed to be Restricted Payments at the time
of such designation (except to the extent they qualify as Permitted Investments), in an amount equal to the greater of (a) the net book value of such Investments at the time of such designation and (b) the fair market value of such
Investments at the time of such designation. Such designation shall only be permitted if such Restricted Payments would be permitted at such time and if such Restricted Subsidiary otherwise meets the definition of “Unrestricted
Subsidiary.” 
 The Board of Directors may also redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if such redesignation
complies with the requirements described in the definition of “Unrestricted Subsidiary.” If the aggregate amount of all Restricted Payments calculated for purposes of the first paragraph of this Section 4.07 includes an
Investment in an Unrestricted Subsidiary that subsequently becomes a Restricted Subsidiary pursuant to the terms of this paragraph, then the aggregate amount of such Restricted Payments shall be reduced by the lesser of (a) an amount equal to
the fair market value of the Investments previously made by the Company and its Restricted Subsidiaries in such Unrestricted Subsidiary at the time it becomes a Restricted Subsidiary and (b) the amount of such Investments. 
 Any designation or redesignation of a Subsidiary shall be evidenced to the Trustee by filing with the Trustee a Board Resolution giving effect to such action and
evidencing the valuation of any Investment relating thereto (as determined in good faith by the Board of Directors) and an Officers’ Certificate certifying that such action complied with the terms of the definition of “Unrestricted
Subsidiary” set forth in this Indenture and with this Section 4.07. 
  

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 The amount of all Restricted Payments (other than cash) shall be the fair market value on the date of the
Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Company or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair market value of any non-cash Restricted Payment
shall be determined in the manner contemplated by the definition of the term “fair market value,” and the results of such determination shall be evidenced by an Officers’ Certificate delivered to the Trustee. Not later than the date
of making any Restricted Payment (other than a Restricted Payment permitted by clause (b), (c), (d), (f), (g) or (h) of the second full paragraph of this Section 4.07), the Company shall deliver to the Trustee an Officers’
Certificate stating that such Restricted Payment is permitted and setting forth the basis upon which the calculations required by this Section 4.07 were computed. 
 Section 4.08 DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING SUBSIDIARIES. 
 The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become
effective any encumbrance or restriction on the ability of any Restricted Subsidiary to do any of the following: (a)(i) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries on its Capital Stock or
(ii) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; (b) make loans or advances to the Company or any of its Restricted Subsidiaries or (c) transfer any of its properties or assets to the Company or any
of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (1) the Credit Facility or Existing Indebtedness, each as in effect on the Issue Date, (2) this Indenture, the Notes and the
Subsidiary Guarantees, (3) applicable law, (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the
extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person or the assets of any Person, other than the Person, or the assets of the Person, so
acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of the Indenture to be incurred, (5) by reason of customary non-assignment provisions in leases entered into in the ordinary course of business
and consistent with past practices, (6) by reason of customary provisions restricting the transfer of copyrighted or patented materials consistent with industry practice, (7) purchase money obligations for property acquired in the ordinary
course of business that impose restrictions of the nature described in clause (c) above on the property so acquired, (8) customary provisions in bona fide contracts for the sale of properties or assets, (9) Permitted Refinancing
Indebtedness with respect to any Indebtedness referred to in clauses (1), (2) and (4) above, provided that the restrictions referred to in this Section 4.08 that are contained in the agreements governing such Permitted Refinancing
Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced or (10) provisions with respect to the disposition or distribution of assets in joint venture
agreements, asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business. 
  

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 Section 4.09 INCURRENCE OF INDEBTEDNESS AND
ISSUANCE OF DISQUALIFIED STOCK. 
 The Company shall not, and shall not permit any of
its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur” or an
“incurrence”) any Indebtedness (including, without limitation, Acquired Indebtedness) and the Company shall not issue any Disqualified Stock and shall not permit any of its Restricted Subsidiaries to issue any Disqualified Stock;
provided, however, that the Company and its Restricted Subsidiaries may incur Indebtedness, and the Company may issue Disqualified Stock, in each case if the Consolidated Interest Coverage Ratio for the Company’s most recently ended four
full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock is issued would have been at least 2.0 to 1.0 at the time such
additional Indebtedness is incurred or such Disqualified Stock is issued (such time being called the “Incurrence Time”), in each case as determined on a pro forma basis (including a pro forma application of the net
proceeds therefrom), as if the additional Indebtedness or Disqualified Stock had been issued or incurred, as the case may be, at the beginning of such four-quarter period. 
 The foregoing provisions shall not apply to the incurrence by the Company or any of its Restricted Subsidiaries of any of the following Indebtedness: 

(a) Indebtedness under the Credit Facility in an aggregate principal amount at any one time outstanding not to exceed the greater of (1) $250,000,000 and
(2) 20% of the Company’s Consolidated Net Tangible Assets determined as of the end of the Company’s most recently completed fiscal quarter for which internal financial statements are available; 
 (b) Existing Indebtedness; 
 (c) Hedging Obligations;

 (d) Indebtedness represented by the Original Notes, any Series B Notes issued in exchange for Series A Notes pursuant to an Exchange Offer or the
Subsidiary Guarantees; 
 (e) intercompany Indebtedness between or among the Company and any of its Wholly Owned Restricted Subsidiaries, provided that
any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Wholly Owned Restricted Subsidiary of the Company, or any sale or other transfer of any such
Indebtedness to a Person that is neither the Company nor a Wholly Owned Restricted Subsidiary of the Company, shall be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case
may be, as of the date of such issuance, sale or other transfer that is not permitted by this clause (e); 
 (f) Indebtedness in respect of bid,
performance or surety bonds issued for the account of the Company or any Restricted Subsidiary thereof in the ordinary course of business, including guarantees or obligations of the Company or any Restricted Subsidiary thereof with respect to
letters of credit supporting such bid, performance or surety obligations (in each case other than for an obligation for money borrowed); 
  

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 (g) the guarantee by the Company of Indebtedness of any of its Restricted Subsidiaries or by any Restricted
Subsidiary of Indebtedness of the Company or another Restricted Subsidiary, in each case, that was permitted to be incurred by another provision of this Section 4.09; 
 (h) Permitted Refinancing Indebtedness incurred in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund
Indebtedness incurred pursuant to the first paragraph and clause (b), (d) or (h) of the second paragraph of this Section 4.09; and 
 (i) any additional Indebtedness in an aggregate principal amount not in excess of $25,000,000 at any one time outstanding. 
 The Company
shall not, and shall 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 subordinated to any other Indebtedness of the Company or of 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 Subsidiary Guarantee of such Guarantor, as the case may be, to
the same extent and in the same manner as such Indebtedness is subordinated pursuant to subordination provisions that are most favorable to the holders of any other Indebtedness of the Company or of such Guarantor, as the case may be; provided,
however, that no Indebtedness shall be deemed to be contractually subordinated in right of payment to any other Indebtedness solely by virtue of being unsecured. 
 For purposes of determining compliance with this Section 4.09, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Indebtedness described in clauses (a) through
(i) of the second paragraph, or is entitled to be incurred pursuant to the first paragraph, of this Section 4.09, the Company shall be permitted to classify such item of Indebtedness on the date of its incurrence, or later reclassify all
or a portion of such item of Indebtedness, in any manner that complies with this Section 4.09, and such item of Indebtedness will be treated as having been incurred pursuant to such category. 
 Section 4.10 ASSET SALES. 
 The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale (excluding for this purpose an Event of Loss) unless (a) the Company or such Restricted Subsidiary, as the case may be,
receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in accordance with the definition of such term, the results of which determination shall be set forth in an Officers’ Certificate
delivered to the Trustee) of the properties, assets, rights or Equity Interests issued or sold or otherwise disposed of and (b) at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary is in the form of
cash or Cash Equivalents; provided, however, that the amount of (i) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet) of 

  

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the Company or such Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary
Guarantee) that are assumed by the transferee of any such assets, properties, rights or Equity Interests pursuant to a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability, (ii) Liquid
Securities and (iii) any securities, notes or other obligations received by the Company or such Restricted Subsidiary from such transferee that are converted within 180 days by the Company or such Restricted Subsidiary into cash (to the extent
of the cash received in that conversion) shall each be deemed to be Cash Equivalents for purposes of this Section 4.10. 
 Within 365 days after
the receipt of any Net Proceeds from an Asset Sale (including, without limitation, any Event of Loss), the Company or any such Restricted Subsidiary may apply such Net Proceeds to (a) permanently repay all or any portion of the principal of any
secured Indebtedness (to the extent of the fair value of the assets collateralizing such Indebtedness, as determined by the Board of Directors) or (b) acquire (including by way of a purchase of assets or stock, merger, consolidation or
otherwise) Productive Assets, provided that if the Company or such Restricted Subsidiary enters into a binding agreement to acquire such Productive Assets within such 365-day period, but the consummation of the transactions under such agreement has
not occurred within such 365-day period, and the agreement has not been terminated, then the 365-day period will be extended to 18 months to permit such consummation; provided further, however, if such consummation does not occur, or such
agreement is terminated within such 18-month period, then the Company may apply, or cause such Restricted Subsidiary to apply, within 90 days after the end of the 18-month period or the effective date of such termination, whichever is earlier, such
Net Proceeds as provided in clauses (a) and (b) of this paragraph. Pending the final application of any such Net Proceeds, the Company or any such Restricted Subsidiary may temporarily reduce outstanding revolving credit borrowings,
including borrowings under the Credit Facility, or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in clauses (a) and
(b) of this paragraph shall be deemed to constitute “Excess Proceeds.” 
 Within 30 days of each date on which the aggregate
amount of Excess Proceeds exceeds $20,000,000, the Company shall commence an Asset Sale Offer pursuant to Section 3.09 hereof to purchase the maximum principal amount of Notes that may be purchased out of Excess Proceeds at an offer price in
cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, thereon, to the date of purchase, in accordance with the procedures set forth in Section 3.09 hereof; provided, however, that, if
the Company is required to apply such Excess Proceeds to purchase, or to offer to purchase, any Pari Passu Indebtedness, the Company shall only be required to offer to purchase the maximum principal amount of Notes that may be purchased out
of the amount of such Excess Proceeds multiplied by a fraction, the numerator of which is the aggregate principal amount of Notes outstanding and the denominator of which is the aggregate principal amount of Notes outstanding plus the aggregate
principal amount of Pari Passu Indebtedness outstanding. To the extent that the aggregate principal amount of Notes tendered pursuant to an Asset Sale Offer is less than the amount that the Company is required to purchase, the Company may use
any remaining Excess Proceeds for general corporate purposes in any manner not prohibited by this Indenture. If the aggregate principal amount of Notes surrendered by Holders 

  

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thereof exceeds the amount that the Company is required to purchase, the Trustee shall select the Notes to be purchased on a pro rata basis (with such
adjustments as may be deemed appropriate by the Trustee so that only Notes in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof, shall be purchased). Upon completion of such offer to purchase, the amount of Excess
Proceeds shall be reset at zero. 
 The Company shall not, and shall not permit any Restricted Subsidiary to, enter into or suffer to exist any
agreement (other than any agreement governing the Credit Facility) that would place any restriction of any kind (other than pursuant to law or regulation) on the ability of the Company to make an Asset Sale Offer. 
 Section 4.11 TRANSACTIONS WITH AFFILIATES. 
 The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its
properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an
“Affiliate Transaction”), unless (a) such Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by
the Company or such Restricted Subsidiary with an unrelated Person or, if there is no such comparable transaction, on terms that are fair and reasonable to the Company or such Restricted Subsidiary, and (b) the Company delivers to the Trustee
(i) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10,000,000, a resolution of the Board of Directors set forth in an Officers’ Certificate certifying
that such Affiliate Transaction complies with clause (a) above and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors and (ii) with respect to any Affiliate Transaction or
series of related Affiliate Transactions involving aggregate consideration in excess of $20,000,000, an opinion as to the fairness to the Company or the relevant Subsidiary of such Affiliate Transaction from a financial point of view issued by an
accounting, appraisal or investment banking firm that is, in the judgment of the Board of Directors, qualified to render such opinion and is independent with respect to the Company, provided that such opinion will not be required with respect to any
Affiliate Transaction or series of related Affiliate Transactions involving either (i) shipyard contracts that are awarded following a competitive bidding process and approved by a majority of the disinterested members of the Board of Directors
or (ii) an Affiliate in which an unrelated third person owns Voting Stock in excess of that owned by the Company or any of its Restricted Subsidiaries; provided, however, that the following shall be deemed not to be Affiliate
Transactions: (A) any employment agreement or other employee compensation plan or arrangement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business of the Company or such Restricted Subsidiary;
(B) transactions between or among the Company and its Restricted Subsidiaries; (C) Permitted Investments and Restricted Payments that are permitted by the provisions of Section 4.07 of this Indenture; (D) loans or advances to
officers, directors and employees of the Company or any of its Restricted Subsidiaries made in the ordinary course of business and consistent with past practices of the Company and its Restricted Subsidiaries in an aggregate amount not to exceed
$500,000 outstanding at any one time; 

  

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(E) indemnities of officers, directors and employees of the Company or any of its Restricted Subsidiaries permitted by bylaw or statutory provisions;
(F) maintenance in the ordinary course of business of customary benefit programs or arrangements for officers, directors and employees of the Company or any Restricted Subsidiary, including without limitation vacation plans, health and life
insurance plans, deferred compensation plans, retirement or savings plans and similar plans; (G) registration rights or similar agreements with officers, directors or significant shareholders of the Company or any Restricted Subsidiary;
(H) issuance of Equity Interests (other than Disqualified Stock) by the Company; and (I) the payment of reasonable and customary regular fees to directors of the Company or any of its Restricted Subsidiaries who are not employees of the
Company or any Affiliate. 
 Section 4.12 LIENS. 
 The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur or assume any Lien on any property or asset
owned on the Issue Date or thereafter acquired, or any income or profits therefrom, except Permitted Liens, to secure (a) any Indebtedness of the Company, unless prior to, or contemporaneously therewith, the Notes are equally and ratably
secured, until such time as such Indebtedness is no longer secured by a Lien (other than Permitted Liens) or (b) any Indebtedness of any Guarantor, unless prior to, or contemporaneously therewith, its Subsidiary Guarantee is equally and ratably
secured, until such time as such Indebtedness is no longer secured by a Lien (other than Permitted Liens); provided, however, that if such Indebtedness is expressly subordinated to the Notes or the Subsidiary Guarantees, the Lien securing
such Indebtedness shall be subordinated and junior to the Lien securing the Notes or the Subsidiary Guarantees, as the case may be, with the same relative priority as such Indebtedness has with respect to the Notes or the Subsidiary Guarantees.

 Section 4.13 ADDITIONAL SUBSIDIARY GUARANTEES. 
 If the Company or any of its Restricted Subsidiaries shall, after the Issue Date, acquire or create another Significant Subsidiary or if any other Restricted
Subsidiary shall become such, then such Significant Subsidiary shall become a Guarantor by executing a supplemental indenture in substantially the form of Exhibit E hereto and delivering it to the Trustee, together with a notation of Subsidiary
Guarantee, an Opinion of Counsel and an Officers’ Certificate, in accordance with the terms of Section 10.02 of this Indenture; provided, however, that this requirement shall not apply to a Significant Subsidiary that is also a
Foreign Subsidiary. If, after the Issue Date, any Restricted Subsidiary of the Company (including a Foreign Subsidiary) that is not already a Guarantor shall guarantee any other Indebtedness of the Company or any Indebtedness of a Domestic
Subsidiary, then that Subsidiary shall become a Guarantor by executing a supplemental indenture in substantially the form of Exhibit E hereto and delivering it to the Trustee, together with a notation of Subsidiary Guarantee, an Opinion of
Counsel and an Officers’ Certificate, in accordance with the terms of such Section 10.02, within ten Business Days of the date on which it guaranteed such Indebtedness. Notwithstanding the preceding, any Subsidiary Guarantee of a
Restricted Subsidiary (other than a Significant Subsidiary) shall be unconditionally released, as provided in Section 10.05 hereof, upon the release or discharge of its guarantee of all other Indebtedness of the Company or any of its Domestic
Subsidiaries, except a release or discharge by, or as a result of payment under, such guarantee. 
  

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 Section 4.14 CORPORATE EXISTENCE. 
 Subject to Article 5 hereof, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, and, subject to
Article 10 hereof, the corporate, partnership or other existence of each of its Restricted Subsidiaries, in accordance with the respective organizational documents (as the same may be amended from time to time) of the Company or any such Restricted
Subsidiary; provided, however, that the Company shall not be required to preserve the existence of any of its Restricted Subsidiaries, if the Company shall determine that the preservation thereof is no longer desirable in the conduct of the
business of the Company and its Restricted Subsidiaries, taken as a whole. 
 Section 4.15 OFFER TO
PURCHASE UPON CHANGE OF CONTROL. 
 (a) Upon the occurrence of a Change
of Control, the Company shall make an offer (a “Change of Control Offer”) to purchase all or any portion (equal to minimum amounts of $2,000 and integral multiples 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, if any, thereon to the date of purchase (the “Change of Control Payment”), subject to the right of Noteholders of
record on the relevant record date to receive interest due on an interest payment date that is on or prior to such date of purchase. Within 30 days following a Change of Control, the Company shall give notice to each Holder and the Trustee stating:
(1) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes validly tendered and not withdrawn will be accepted for payment; (2) the purchase price and the purchase date, which shall be no
earlier than 30 days but no later than 60 days from the date such notice is given (the “Change of Control Payment Date”); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company
defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any
Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, properly endorsed for transfer, together with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed and
such customary documents as the Company may reasonably request, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders
will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, facsimile transmission or letter setting forth the
name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued
new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to a minimum of $2,000 in principal amount. If any of the Notes subject to a Change of Control Offer is in the form of a
Global Note, then the Company shall modify such notice to the extent necessary to accord with the procedures of the Depository applicable to repurchases. Further, the Company shall 

  

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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 purchase of Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions relating to the Change of Control Offer, the Company shall
comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in this Section 4.15 by virtue thereof. 
 (b) At or before 11:00 a.m., New York time, on the Change of Control Payment Date, the Company shall, to the extent lawful, (a) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of
Control Offer, (b) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered and (c) 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 purchased by the Company. The Paying Agent shall promptly deliver to each Holder of Notes so tendered the Change of Control Payment
for such Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided,
however, that each such new Note will be in a minimum principal amount of $2,000. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. 

(c) The Change of Control provisions described above shall be applicable whether or nor any other provisions of this Indenture are applicable. 
 (d) The Company shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the
manner, at the time 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. 
 Section 4.16 ISSUANCES AND SALES OF CAPITAL
STOCK OF RESTRICTED SUBSIDIARIES. 
 The Company (i) shall not, and shall not
permit any Restricted Subsidiary of the Company to, transfer, convey, sell or otherwise dispose of any Capital Stock of any Restricted Subsidiary of the Company to any Person (other than the Company or a Wholly Owned Restricted Subsidiary of the
Company), unless (a) such transfer, conveyance, sale or other disposition is of all the Capital Stock of such Restricted Subsidiary and (b) the Net Proceeds from such transfer, conveyance, sale or other disposition are applied in
accordance with Section 4.10 hereof, and (ii) shall not permit any Restricted Subsidiary of the Company to issue any of its Equity Interests to any Person other than to the Company or a Wholly Owned Restricted Subsidiary of the Company,
except, in the case of both clauses (i) and (ii) above, with respect to (1) dispositions or issuances by a Wholly Owned Restricted Subsidiary of the Company as contemplated in clauses (a) and (b) of the definition of
“Wholly Owned Restricted Subsidiary” or (2) other dispositions or issuances of Capital Stock of a Restricted Subsidiary of the Company, provided that, after giving pro forma effect thereto, the Investment of the Company and its
Restricted Subsidiaries in all Restricted Subsidiaries that are not Wholly Owned 

  

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Restricted Subsidiaries of the Company, determined on a consolidated basis in accordance with GAAP, does not exceed 25% of Consolidated Net Tangible Assets of the
Company. For purposes of this Section 4.16, the creation or perfection of a Lien on any Capital Stock of a Restricted Subsidiary of the Company to secure any Indebtedness of the Company or any of its Restricted Subsidiaries shall not be deemed
to be a disposition of such Capital Stock; provided, however, any sale by the secured party of such Capital Stock following foreclosure of its Lien shall be subject to this Section 4.16. 
 Section 4.17 SALE-AND-LEASEBACK TRANSACTIONS. 
 The Company shall not, and shall not permit any of its Restricted Subsidiaries to, enter into any sale-and-leaseback transaction; provided, however, that the
Company or any Restricted Subsidiary, as applicable, may enter into a sale-and-leaseback transaction if (i) the Company or such Restricted Subsidiary could have (a) incurred Indebtedness in an amount equal to the Attributable Indebtedness
relating to such sale-and-leaseback transaction pursuant to the Consolidated Interest Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof, provided, however, that this clause (2) shall no longer be effective
if the Terminated Covenants shall have terminated in accordance with Section 4.19 hereof, and (b) incurred a Lien to secure such Indebtedness pursuant to Section 4.12 hereof, (ii) the gross cash proceeds of such
sale-and-leaseback transaction are at least equal to the fair market value (as determined in accordance with the definition of such term, the results of which determination shall be set forth in an Officers’ Certificate delivered to the
Trustee) of the properties or assets that are the subject of such sale-and-leaseback transaction and (iii) the transfer of such properties or assets in such sale-and-leaseback transaction is permitted by, and the Company applies the proceeds of
such transaction in compliance with, Section 4.10 hereof. 
 Section 4.18 NO INDUCEMENTS. 
 The Company shall not, and the Company shall not permit any of its Subsidiaries, either directly or indirectly, to pay (or cause to be paid) any consideration,
whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver, amendment or supplement of any terms or provisions of this Indenture or the Notes, unless such consideration is offered to be paid (or agreed
to be paid) to all Holders which so consent, waive or agree to amend or supplement in the time frame set forth on solicitation documents relating to such consent, waiver, agreement or supplement. 
 Section 4.19 COVENANT TERMINATION. 
 (a) Once the Notes have achieved an Investment Grade Rating and no Default has occurred and is continuing under this Indenture, the Company and its Restricted Subsidiaries shall no longer be subject to Sections 3.09, 4.07,
4.08, 4.09, 4.10, 4.11, 4.15, 4.16 and 4.21 of this Indenture (collectively, the “Terminated Covenants”) and any provision of the Notes inconsistent with the elimination of the Terminated Covenants; provided, however, the
Company and its Restricted Subsidiaries shall remain subject to Sections 4.01-4.06, 4.12, 4.13, 4.14, 4.17 (except to the extent set forth therein), 4.18, 4.20 and 5.01 (except to the extent set forth therein) of this Indenture. The Company shall
deliver promptly to the Trustee an Officers’ Certificate notifying it of such occurrence. 
  

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 (b) After termination of the Terminated Covenants, for purposes of complying with Section 4.12, the Liens
described in clauses (a) and (m) of the definition of “Permitted Liens” shall be Permitted Liens only to the extent those Liens secure Indebtedness not exceeding, at the time of determination, 10% of the Consolidated Net Tangible
Assets of the Company. Once effective, this 10% limitation on Permitted Liens shall continue to apply during any later period in which the Notes do not have an Investment Grade Rating. 
 Section 4.20 ENFORCEABILITY OF JUDGMENTS; INDEMNIFICATION FOR
FOREIGN CURRENCY JUDGMENTS. 
 The obligations of the Company to any Holder or the Trustee shall,
notwithstanding any judgment in a currency (the “Judgment Currency”) other than United States dollars (the “Agreement Currency”), be discharged only to the extent that on the day following receipt by such Holder or
the Trustee, as the case may be, of any amount in the Judgment Currency, such Holder or the Trustee may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency
so purchased is less than the amount originally to be paid to such Holder or the Trustee, as the case may be, in the Agreement Currency, the Company agrees, as a separate obligation and notwithstanding such judgment, to pay to such Holder or the
Trustee, as the case may be, the difference, and if the amount of the Agreement Currency so purchased exceeds the amount originally to be paid to such Holder or the Trustee, as the case may be, such Holder or the Trustee, as the case may be, shall
pay to or for the account of the Company such excess, provided that such Holder or the Trustee, as the case may be, shall not have any obligation to pay any such excess as long as a Default has occurred and is continuing, in which case such excess
may be applied by such Holder or the Trustee, as the case may be, to such obligations. 
 Section 4.21 CONDUCT OF
BUSINESS. 
 The Company shall not, and shall not permit any of its Restricted Subsidiaries to, engage in the conduct of any business
other than the marine transportation and logistics business and such other businesses as are complementary or related thereto as determined in good faith by the Board of Directors. 
 ARTICLE 5 
 SUCCESSORS 
 Section 5.01 MERGER, CONSOLIDATION OR SALE OF ASSETS.

 The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer,
lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, another Person unless (a) the Company is the surviving corporation or the Person formed by or surviving any such


  

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consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a
corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, (b) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such
sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the
Trustee, (c) immediately after such transaction no Default or Event of Default exists and (d) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Person formed
by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after the
transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had
occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof,
provided, however, that this clause (d) shall no longer be effective if the Terminated Covenants shall have terminated in accordance with Section 4.19 hereof. 
 In connection with any consolidation, merger or disposition contemplated by this provision, the Company shall deliver, or cause to be delivered, to the Trustee, in
form and substance reasonably satisfactory to the Trustee, (i) an Officers’ Certificate stating that such consolidation, merger or disposition and any supplemental indenture in respect thereto comply with this provision and that all
conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied with and (ii) an Opinion of Counsel stating that the requirements of Section 5.01(a) and (b) have been satisfied.

 Section 5.02 SUCCESSOR CORPORATION SUBSTITUTED. 
 Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets
of the Company in accordance with Section 5.01 hereof, the successor corporation formed by such consolidation or into or with which the Company is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is
made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition, the provisions of this Indenture referring to the “Company”
shall refer instead to the successor corporation and not to the Company), and may exercise every right and power of the Company under this Indenture with the same effect as if such successor corporation had been named as the Company herein;
provided, however, that the predecessor Company shall not be relieved from its obligations under this Indenture or the Notes in the case of any such lease. 
  

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 ARTICLE 6 
 DEFAULTS AND REMEDIES 
 Section 6.01 EVENTS OF DEFAULT. 
 An “Event of Default” occurs if: 
 (a) the
Company defaults in the payment when due of interest (including any Additional Interest) on the Notes, and such default continues for a period of 30 days; 
 (b) the Company defaults in the payment when due of principal of or premium, if any, on the Notes; 
 (c) the Company fails to comply with any
of the then applicable provisions of Section 3.09, 4.10, 4.15 or 5.01 hereof; 
 (d) the Company fails to observe or perform any other then
applicable covenant or other agreement in this Indenture or the Notes for 60 days after it receives written notice from the Trustee or the Holders of at least 25% in principal amount of the Notes then outstanding of such failure; 
 (e) a default occurs under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for
money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or guarantee now exists, or is created after the Issue Date,
which default (i) is caused by a failure to pay principal of or premium or interest on such Indebtedness prior to the expiration of any grace period provided in such Indebtedness, including any extension thereof (a “Payment
Default”) or (ii) results in the acceleration of such Indebtedness prior to its express maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under
which there has been a Payment Default or the maturity of which has been so accelerated, aggregates at least $10,000,000; and provided, further, that if such default is cured or waived or any such acceleration rescinded, or such Indebtedness
is repaid, within a period of 10 days from the continuation of such default beyond the applicable grace period or the occurrence of such acceleration, as the case may be, an Event of Default and any consequential acceleration of the Notes shall be
automatically rescinded, so long as such rescission does not conflict with any judgment or decree; 
 (f) a final judgment or final judgments for the
payment of money are entered by a court or courts of competent jurisdiction against the Company or any of its Restricted Subsidiaries and such judgment or judgments are not paid or discharged for a period (during which execution shall not be
effectively stayed) of 60 days, provided that the aggregate of all such undischarged judgments exceeds $10,000,000; 
 (g) the failure of any Guarantor
to perform any covenant set forth in its Subsidiary Guarantee or the repudiation by any Guarantor of its obligations under its Subsidiary Guarantee or the unenforceability of any Subsidiary Guarantee for any reason other than as provided in this
Indenture; 
  

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 (h) the Company or any Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law: 
 (i) commences a voluntary case, 
 (ii) consents to the entry of an order for relief against it in an involuntary case, 
 (iii) consents to the appointment of a
Custodian of it or for all or substantially all of its property, 
 (iv) makes a general assignment for the benefit of its creditors, or

 (v) generally is not paying its debts as they become due; or 
 (i) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: 
 (i) is for relief against the Company or any Significant Subsidiary in an involuntary case; 
 (ii) appoints a Custodian of the Company or any Significant Subsidiary or for all or substantially all of the property of the Company or any
Significant Subsidiary; or 
 (iii) orders the liquidation of the Company or any Significant Subsidiary; 
 and the order or decree remains unstayed and in effect for 60 consecutive days. 
 Section 6.02 ACCELERATION. 
 If any Event of Default occurs and is continuing, the Trustee may, by
written notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Notes may, by written notice to the Company and the Trustee, and the Trustee shall, upon the request of such Holders, declare all the Notes to
be due and payable immediately. Upon any such declaration, the Notes shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clause (h) or (i) of Section 6.01 hereof occurs with
respect to the Company, all outstanding Notes shall be due and payable immediately without further action or notice. The Holders of a majority in principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of
the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium, if any, that has become due solely
because of such acceleration) have been cured or waived. 
  

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 If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of
the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent
premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. 
 Section 6.03 OTHER REMEDIES. 
 If an Event of Default occurs and is continuing, the
Trustee may pursue any available remedy to collect the payment of principal of, or premium, if any, or interest on, the Notes or to enforce the performance of any provision of the Notes or this Indenture. 
 The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the
Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent
permitted by law. 
 Section 6.04 WAIVER OF PAST DEFAULTS. 
 Holders of a majority in principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of the Holders of all of the Notes waive any
existing Default or Event of Default and its consequences hereunder, except a continuing Default or Event of Default in the payment of the principal of, or premium, if any, or interest on, the Notes (including in connection with an offer to
purchase). Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default
or impair any right consequent thereon. 
 Section 6.05 CONTROL BY MAJORITY. 
 Holders of a majority in principal amount of the then 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 law or this Indenture or that the Trustee determines may be unduly prejudicial to the rights of
other Holders of Notes or that may involve the Trustee in personal liability. 
 Section 6.06 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 written notice of a continuing Event of Default; 
  

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 (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 of a Note or Holders of Notes offer and, if requested, provide to the Trustee security or indemnity
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 security or indemnity; 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. 
 Section 6.07
RIGHTS OF HOLDERS OF NOTES TO RECEIVE PAYMENT. 
 Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of principal of, and premium, if any, and interest on, the Note, on or after the respective due dates expressed in the
Note (including in connection with an offer to purchase), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder. 
 Section 6.08 COLLECTION SUIT BY TRUSTEE. 
 If an Event of Default specified in Section 6.01(a) 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, premium, if any, and interest remaining unpaid on the Notes and interest on overdue principal and premium, if any, and, to the extent lawful, interest and such
further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel. 
 Section 6.09 TRUSTEE MAY FILE PROOFS OF CLAIM. 
 The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee
(including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Company (or any other obligor upon
the Notes), its creditors or its property 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 shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and 

  

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counsel, and any other amounts due the Trustee under Section 7.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and
shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise.
Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any
Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding. 
 Section 6.10
PRIORITIES. 
 If the Trustee collects any money pursuant to this Article, it shall pay out the money in the following order:

 First: to the Trustee, its agents and attorneys for amounts due under Section 7.07 hereof, including payment of all
compensation, expense and liabilities incurred, and all advances made, by the Trustee and the Trustee’s reasonable costs and expenses of collection; 
 Second: to Holders of Notes for amounts due and unpaid on the Notes for principal, premium, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes
for principal, premium, if any, and interest, respectively; and 
 Third: to the Company or to such party as a court of competent
jurisdiction shall direct. 
 The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this
Section 6.10. 
 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 and expenses,
against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to
Section 6.07 hereof, or a suit by Holders of more than 10% in principal amount of the then outstanding Notes. 
  

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 ARTICLE 7 
 TRUSTEE 
 Section 7.01 DUTIES OF TRUSTEE. 
 (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same
degree of care and skill in its exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. 
 (b)
Except during the continuance of an Event of Default: 
 (i) the duties of the Trustee shall be determined solely by the express
provisions of this Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

 (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provision hereof are
specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of
mathematical calculations or other facts stated therein). 
 (c) The Trustee may not be relieved from liabilities for its own negligent action, its own
negligent failure to act, or its own willful misconduct, except that: 
 (i) this paragraph does not limit the effect of paragraph
(b) of this Section 7.01; 
 (ii) the Trustee shall not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and 
 (iii) the Trustee
shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof. 
 (d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section 7.01. 
 (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 Holders, unless such Holder shall have offered to the Trustee security or indemnity satisfactory to it against any loss, liability or expense. 
  

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 (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in
writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. 
 Section 7.02 RIGHTS OF TRUSTEE. 
 (a) The Trustee may conclusively rely upon any
document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document. 
 (b) Before the Trustee acts or refrains 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 written advice of such counsel or any Opinion of Counsel shall be full and
complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. 
 (c) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. 
 (d) The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers
conferred upon it by this Indenture. 
 (e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the
Company shall be sufficient if signed by an Officer of the Company. 
 (f) The Trustee shall be under no obligation to exercise any of the rights or
powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities that might be
incurred by it in compliance with such request or direction. 
 (g) The Trustee shall have no duty to inquire as to the performance of the
Company’s covenants in Article 4 hereof. In addition, the Trustee shall not be deemed to have knowledge of any Default or Event of Default except: (1) any Event of Default occurring pursuant to Section 6.01(a) or 6.01(b) hereof; or
(2) any Default or Event of Default of which is Responsible Officer shall have received written notification or obtained actual knowledge. 
 (h)
The Trustee is not required to give any bond or surety with respect to the performance of its duties or the exercise of its powers under this Indenture. 
 (i) In the event the Trustee receives inconsistent or conflicting requests and indemnity from two or more groups of Holders of Notes, each representing less than a majority in aggregate principal amount of the Notes then outstanding,
pursuant to the provisions of this Indenture, the Trustee, in its sole discretion, may determine what action, if any, shall be taken. 
  

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 (j) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as
an obligation or duty to do so. 
 (k) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility
for any information in any offering memorandum or other disclosure material distributed with respect to the Notes, and the Trustee shall have no responsibility for compliance with any state or federal securities laws in connection with the Notes.

 (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 may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture. 
 Section 7.03 INDIVIDUAL RIGHTS OF TRUSTEE. 
 The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Company, any Guarantor or any Affiliate
of the Company with the same rights it would have if it were not Trustee. Any Agent may do the same with like rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof. 
 Section 7.04 TRUSTEE’S DISCLAIMER. 
 The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for
the 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 7.05 NOTICE OF DEFAULTS. 
 If a Default or Event of Default occurs and is continuing and if it is known to the Trustee, the Trustee shall mail to Holders of Notes a notice of the Default or
Event of Default within 90 days after it occurs. Except in the case of a Default or Event of Default in payment of principal of, or premium, if any, or interest on, any Note, 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. 
  

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 Section 7.06 REPORTS BY TRUSTEE TO
HOLDERS OF THE NOTES. 
 Within 60 days after each May 15 beginning with the
May 15 following the date of this Indenture, and for so long as Notes remain outstanding, the Trustee shall mail to the Holders of the Notes a brief report dated as of such reporting date that complies with 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)(2) and §313(b)(1). The Trustee
shall also transmit by mail all reports as required by TIA §313(c). 
 Commencing at the time this Indenture is qualified under the TIA, 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 SEC 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 (or delisted from) any stock exchange. 
 Section 7.07 COMPENSATION AND
INDEMNITY. 
 The Company shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and
services hereunder as the Company and the Trustee may agree in writing. 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 it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and
counsel. 
 The Company and the Guarantors shall indemnify the Trustee 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 the costs and expenses of enforcing this Indenture against the Company (including this Section 7.07) and defending itself against any claim
(whether asserted by the Company, any Guarantor or 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 may be
attributable to its negligence, bad faith 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 or the
Guarantors of their obligations hereunder. The Company shall defend the claim 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 one 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
and the Guarantors under this Section 7.07 shall survive the satisfaction and discharge of this Indenture. 
 To secure the Company’s payment
obligations in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal of, or premium, if any, or interest on, particular Notes.
Such Lien shall survive the satisfaction and discharge of this Indenture. 
  

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 When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(h) or
(i) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any applicable bankruptcy law. 
 The Trustee shall comply with the provisions of TIA §313(b)(2) to the extent applicable. 
 Section 7.08 REPLACEMENT OF TRUSTEE. 
 A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of
appointment as provided in this Section. 
 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 hereof; 
 (b) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any applicable bankruptcy law; 
 (c) a Custodian or public officer takes charge of the Trustee or its property; or 
 (d) the Trustee becomes incapable of acting.

 If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company. 
 If a successor Trustee does not take office within 60 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 (at the expense of the Company) any court of competent jurisdiction for the appointment of a successor Trustee. 
 If the Trustee, after written request by any Holder of a Note who has been a Holder of a Note for at least six months, fails to comply with Section 7.10
hereof, 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 

  

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become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice
of its succession to Holders of the Notes. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, provided that all sums owing to the Trustee hereunder have been paid and subject to the Lien
provided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Company’s obligations under Section 7.07 hereof shall continue for the benefit of the retiring Trustee.

 Section 7.09 SUCCESSOR TRUSTEE BY MERGER, ETC. 
 If the Trustee consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the
successor corporation without any further act shall be the successor Trustee. As soon as practicable, the successor Trustee shall mail a notice of its succession to the Company and the Holders of the Notes. Any such successor must nevertheless be
eligible and qualified under the provisions of Section 7.10 hereof. 
 Section 7.10 ELIGIBILITY;
DISQUALIFICATION. 
 There shall at all times be a Trustee hereunder that is a corporation organized and doing business under the
laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and
surplus of at least $100,000,000 as set forth in its most recent published annual report of condition. 
 This Indenture shall always have a Trustee
who satisfies the requirements of TIA §310(a)(1), (2) and (5). The Trustee is subject to TIA §310(b); provided, however, that there shall be excluded from the operation of TIA §310(b)(1) any indenture or indentures under
which other securities, or certificates of interest or participation in other securities, of the Company are outstanding, if the requirements for such exclusion set forth in TIA §310(b)(1) are met. 
 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. 
 ARTICLE 8 
 LEGAL DEFEASANCE AND COVENANT DEFEASANCE; 
 SATISFACTION
AND DISCHARGE 
 Section 8.01 OPTION TO EFFECT LEGAL DEFEASANCE
OR COVENANT DEFEASANCE. 
 The Company may, at the option of its Board of Directors evidenced by a
resolution set forth in an Officers’ Certificate delivered to the Trustee, at any time, exercise its rights under either Section 8.02 or 8.03 hereof with respect to all outstanding Notes upon compliance with the conditions set forth below
in this Article 8. 
  

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 Section 8.02 LEGAL DEFEASANCE AND DISCHARGE.

 Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company shall, subject to
the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have discharged its obligations with respect to all outstanding Notes, and each Guarantor shall be deemed to have discharged its obligations with respect to its
Subsidiary Guarantee, on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Company shall be deemed to have paid and
discharged the entire Indebtedness represented by the outstanding Notes, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which in each case shall thereafter be deemed to be “outstanding” only for
the purposes of Section 8.06 hereof and the other Sections of this Indenture referred to in (a) and (b) below) and to have satisfied all its other obligations under such Notes or Subsidiary Guarantee 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 solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, and premium, if any, and interest on, such Notes when
such payments are due, (b) the Company’s obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.10 and 4.02 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the
Company’s and any Guarantor’s obligations in connection therewith and (d) this Article 8. Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise
of its option under Section 8.03 hereof. 
 Section 8.03 COVENANT DEFEASANCE. 
 Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Company and each Guarantor shall, subject to
the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their respective obligations under the covenants contained in Article 4 (other than those in Sections 4.01, 4.02, 4.06, and 4.14) 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. For this purpose, Covenant Defeasance means that, with respect to the outstanding
Notes, the Company and any Guarantor may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to
any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except
as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(c), 6.01(e) and 6.01(f) hereof shall not constitute Events of Default. 
  

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 Section 8.04 CONDITIONS TO LEGAL OR
COVENANT DEFEASANCE. 
 In order to exercise either Legal Defeasance or Covenant Defeasance: 
 (a) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in dollars, non callable U.S. Government Securities, or a
combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, and premium, if any, and interest on, the outstanding Notes on the Stated Maturity
thereof or on the applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to Stated Maturity or to a particular redemption date; 
 (b) in the case of an election under Section 8.02 hereof, 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 Issue Date, there has been a change in the applicable U.S.
federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of
such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; 
 (c) in the case of an election under Section 8.03 hereof, 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 of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income
tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; 
 (d) no
Default or Event of Default shall have occurred and be continuing either (A) on the date of such deposit (other than a Default or Event of Default resulting from the incurrence of Indebtedness or the grant of Liens securing such Indebtedness,
all or a portion of the proceeds of which will be used to defease the Notes pursuant to this Article 8 concurrently with such incurrence or within 30 days thereof) or (B) insofar as Events of Default described in Sections 6.01(h) and 6.01(i)
are concerned, at any time in the period ending on the 91st day after the date of such deposit; 
 (e) such Legal Defeasance or Covenant Defeasance
shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Restricted Subsidiaries is a party or by which the Company or any of its
Restricted Subsidiaries is bound; 
  

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 (f) the Company shall have delivered to the Trustee an Opinion of Counsel (which may be based on such solvency
certificates or solvency opinions as counsel deems necessary or appropriate) to the effect that, after the 91st day following such deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or
similar laws affecting creditors’ rights generally; 
 (g) 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 creditors of the Company or others; and 
 (h) 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. 
 Concurrently with the satisfaction of the conditions set
forth in this Section 8.04, any Liens securing the Notes that were created pursuant to the requirements of Section 4.12 hereof shall terminate and be released, and the Trustee, on demand and at the expense of the Company, shall execute
proper instruments acknowledging such release. 
 Section 8.05 SATISFACTION AND DISCHARGE. 

 This Indenture shall upon the request of the Company cease to be of further effect with respect to all outstanding Notes (except as to surviving
rights of registration of transfer or exchange of Notes herein expressly provided for, the Company’s and any Guarantor’s obligations under Section 7.07, and the Trustee’s and each Paying Agent’s obligations under Sections
8.06 and 8.07) and Guarantees, and the Trustee, on demand and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when: 
 (a) either 
 (i) all outstanding Notes
theretofore authenticated and delivered (other than (A) Notes which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.07 and (B) Notes for whose payment money has been deposited in trust
with the Trustee or any Paying Agent and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee for cancellation; or 
 (ii) all outstanding Notes not theretofore delivered to the Trustee for cancellation 
 (A) have become due and payable by reason of the giving of a notice of redemption or otherwise; o 
 (B) shall become due and payable at their Stated Maturity within one year, or 
  

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 (C) 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, 
 and the Company or any Guarantor, in the case
of clause (A), (B) or (C) above, has irrevocably deposited or caused to be irrevocably deposited with the Trustee as trust funds in trust for such purpose cash in U.S. dollars, U.S. Government Securities, or a combination thereof, in an
amount sufficient (without consideration of any reinvestment of interest and as certified by an independent public accountant designated by the Company expressed in a written certification thereof delivered to the Trustee) to pay and discharge the
entire indebtedness of the Notes not theretofore delivered to the Trustee for cancellation, for principal (and premium, if any), and accrued and unpaid interest to the date of such deposit (in the case of Notes which have become due and payable) or
the Stated Maturity or redemption date, as the case may be; 
 (b) the Company or any Guarantor has paid or caused to be paid all other sums then due
and payable hereunder by it under this Indenture; 
 (c) no Default or Event of Default shall have occurred and be continuing on the date of such
deposit and after giving effect to such deposit and such deposit shall not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any
Guarantor is bound; and 
 (d) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all
conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. 
 In order to have money available on a
payment date to pay principal of, and premium, if any, and interest on, the Notes, the U.S. Government Securities shall be payable as to principal or interest at least one Business Day before such payment date in such amounts as shall provide the
necessary money. The U.S. Government Securities shall not be callable at the issuer’s option. 
 Section 8.06 DEPOSITED
MONEY AND U.S. GOVERNMENT SECURITIES TO BE HELD IN TRUST; OTHER MISCELLANEOUS
PROVISIONS. 
 Subject to Section 8.07 hereof, all money and U.S. Government Securities (including the proceeds thereof)
deposited with the Trustee pursuant to Section 8.04 or 8.05 hereof in respect of the outstanding Notes shall be (i) held in trust, (ii) and, at the written direction of the Company, such money may be invested, prior to maturity of the
Notes, in U.S. Government Securities, and (iii) applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as Paying
Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required
by law. 
  

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 The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against
the cash or U.S. Government Securities deposited pursuant to Section 8.04 or 8.05 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of
the outstanding Notes. 
 Anything in this Article 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time
upon the request of the Company any money or Government Securities held by it as provided in Section 8.04 or 8.05 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee (which in the former case may be the opinion delivered under Section 8.04(a) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal
Defeasance or Covenant Defeasance. 
 Section 8.07 REPAYMENT TO COMPANY. 
 Subject to applicable escheat and abandoned property laws, any money or U.S. Government Securities deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal of, or premium, if any, or interest on, any Note and remaining unclaimed for two years after such principal, premium, if any, or interest has become due and payable shall be paid to the Company
or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent
with respect to such trust money or U.S. Government Securities, 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, may at the expense of the Company cause to be published once, in Investor’s Business Daily and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified
therein, which shall not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining will be repaid to the Company. 
 Nothing contained in this Section 8.07 shall be deemed to affect any obligation of the Trustee or any Paying Agent to search for lost Holders pursuant to Rule
17Ad 17 under the Exchange Act. 
 Section 8.08 REINSTATEMENT. 
 If the Trustee or a Paying Agent is unable to apply any dollars or U.S. Government Securities in accordance with Section 8.05 or 8.06 hereof, by reason of any
order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company’s and the Guarantors’ obligations under this Indenture, the Notes and the Subsidiary Guarantees
shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.02, 8.03 or 8.05 hereof until such time as the Trustee or such Paying Agent is permitted to apply all such money in accordance with Section 8.05 or
8.06 hereof, as the case may be; provided, however, that, if the Company or any Guarantor makes any payment of principal of, or premium, if any, or interest on, any Note following the reinstatement of its obligations, then it shall be
subrogated to the rights of the Holders of such Notes to receive such payment from the money or U.S. Government Securities held by the Trustee or such Paying Agent. 
  

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 ARTICLE 9 
 AMENDMENT, SUPPLEMENT AND WAIVER 
 Section 9.01 WITHOUT CONSENT OF
HOLDERS OF NOTES. 
 Notwithstanding Section 9.02 of this Indenture, the Company, the Guarantors
and the Trustee may amend or supplement this Indenture or the Notes without the consent of any Holder of a Note: 
 (a) to cure any ambiguity, defect
or inconsistency; 
 (b) to provide for uncertificated Notes in addition to or in place of certificated Notes; 
 (c) to provide for the assumption of the Company’s obligations to the Holders of the Notes pursuant to Article 5 hereof; 
 (d) to secure the Notes pursuant to the requirements of Section 4.12 or otherwise; 
 (e) 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
hereunder of any Holder of the Note, provided that any change to conform this Indenture to the Company’s final offering memorandum relating to the Series A Notes shall not be deemed to adversely affect such legal rights; 
 (f) to add or to release any Guarantor, in each case as provided in Article 10 hereof; or 
 (g) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA. 
 Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such amended or supplemental indenture, and upon receipt by the
Trustee of the documents described in Section 9.06 hereof, the Trustee shall join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make
any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or
otherwise. 
 Section 9.02 WITH CONSENT OF HOLDERS OF
NOTES. 
 Except as provided below in this Section 9.02, the Company, the Guarantors and the Trustee may amend or supplement
this 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 Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of,
or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or 

  

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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, without limitation, consents obtained in connection with a tender offer or exchange offer for the Notes). 
 Upon
the request of the Company accompanied by a Board Resolution 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 9.06 hereof, the Trustee shall join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or
supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture.

 It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed
amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. 
 After an amendment, supplement or waiver
under this Section 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. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in principal amount of the Notes then outstanding may waive compliance in
a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment, supplement or waiver may not (with respect to any Notes held by a non-consenting Holder):

 (a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; 
 (b) reduce the principal of or change the fixed maturity of any Note or alter any of the provisions with respect to the redemption or purchase of the Notes by the
Company (except other than the provisions of Sections 3.09, 4.10 and 4.15 hereof); 
 (c) reduce the rate of or change the time for payment of interest
on any Note; 
 (d) waive a Default or Event of Default in the payment of principal of, or premium, if any, or interest on, the Notes (except a
rescission of acceleration of the Notes by the Holders of at least a majority in principal amount of the Notes and a waiver of the payment default that resulted from such acceleration); 
 (e) make any Note payable in money other than that stated in the Notes; 
  

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 (f) make any change in the provisions of this Indenture relating to waivers of past Defaults or Events of Default
or the rights of Holders of Notes to receive payments of principal of, or premium, if any, or interest on, the Notes (except as permitted in clause (g) below); 
 (g) waive a redemption or repurchase payment with respect to any Note (other than a payment required by Sections 4.10 and 4.15 hereof); 
 (h) make any change in the ranking of the Notes relative to other Indebtedness of the Company or in any Subsidiary Guarantee relative to other Indebtedness of the Guarantors, in either case in a manner adverse to the Holders of Notes; or

 (i) make any change in the foregoing amendment, supplement and waiver provisions. 
 Section 9.03 COMPLIANCE WITH TRUST INDENTURE ACT. 
 Every amendment or supplement to this Indenture or the Notes shall be set forth in an amended or supplemental Indenture that complies with the TIA as then in
effect. 
 Section 9.04 REVOCATION AND EFFECT OF CONSENTS.

 Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note
and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a Note
may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the waiver, supplement or amendment becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and
thereafter binds every Holder. 
 Section 9.05 NOTATION ON OR EXCHANGE
OF NOTES. 
 The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note
thereafter authenticated. The 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 9.06 TRUSTEE TO SIGN AMENDMENTS, ETC. 
 The Trustee shall sign any amended or supplemental indenture authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. The Company may not
sign an amendment or supplemental indenture until the Board of Directors approves it. In executing any amended or supplemental indenture, the Company shall deliver to the Trustee and (subject to Section 7.01) the Trustee shall be fully
protected in relying upon, an Officers’ Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture. 
  

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 ARTICLE 10 
 GUARANTEES OF NOTES 
 Section 10.01 SUBSIDIARY GUARANTEES. 
 Subject to Section 10.06 hereof, the Guarantors hereby, jointly and severally, unconditionally guarantee to each Holder of a Note authenticated and delivered
by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Company hereunder and thereunder, that: (a) the principal of,
and premium, if any, and interest on, the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, and premium, if
any, and interest (to the extent permitted by law) on, the Notes, and all other payment Obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms
hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, 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, redemption or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason the Guarantors will
be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations
of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Company. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability
of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or
any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, to the extent permitted by law, 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 its Subsidiary Guarantee
will not be discharged except by complete performance of the Obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors, the Trustee or any
Custodian in relation to either the Company or the Guarantors, any amount paid by the Company or any Guarantor to the Trustee or such Holder, the Subsidiary Guarantees, to the extent theretofore discharged, shall be reinstated in full force and
effect. Each Guarantor agrees that it shall not be entitled to, and hereby waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby until payment in full of the Obligations guaranteed hereby. Each
Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the
purposes of its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and (b) in the event of any declaration of acceleration of such
Obligations as provided in Article 6 

  

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hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of its Subsidiary Guarantee. The
Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantees. 
 Section 10.02 EXECUTION AND DELIVERY OF SUBSIDIARY GUARANTEE.

 To evidence its Subsidiary Guarantee set forth in Section 10.01 hereof, each Guarantor hereby agrees that a notation of such Subsidiary
Guarantee in substantially the form of Exhibit D hereto may be endorsed by manual or facsimile signature by an Officer of such Guarantor on each Note authenticated and delivered by the Trustee and that the supplemental indenture to this Indenture
referred to in the next succeeding paragraph shall be executed on behalf of such Guarantor by an Officer of such Guarantor. 
 To the extent required
by the provisions of Section 4.13 hereof, the Company shall cause each of its Restricted Subsidiaries to execute a notation of Subsidiary Guarantee in substantially the form of Exhibit D hereto. Such notation of Subsidiary Guarantee shall be
accompanied by a supplemental indenture in substantially the form of Exhibit E hereto, along with the Opinion of Counsel and Officers’ Certificate required under Section 9.06 of this Indenture; provided, however, that any Subsidiary
that has been properly designated as an Unrestricted Subsidiary in accordance with this Indenture need not execute a notation of Subsidiary Guarantee or supplemental indenture for so long as it continues to constitute an Unrestricted Subsidiary.

 The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Subsidiary Guarantees on
behalf of the Guarantors. Each Guarantor hereby agrees that its Subsidiary Guarantee shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Subsidiary Guarantee. 
 If an Officer whose signature is on the notation of Subsidiary Guarantee no longer holds that office at the time the Trustee authenticates the Note on which a
notation of Subsidiary Guarantee is endorsed, the Subsidiary Guarantee shall be valid nevertheless. 
 Section 10.03 GUARANTORS
MAY CONSOLIDATE, ETC., ON CERTAIN TERMS. 
 (a) Except as
set forth in Articles 4 and 5 hereof, nothing contained in this Indenture shall prohibit a merger between a Guarantor and another Guarantor or a merger between a Guarantor and the Company. 
 (b) No Guarantor shall consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another Person (other than the Company or
another Guarantor), whether or not affiliated with such Guarantor, unless: (i) subject to the provisions of Section 10.04 hereof, the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) assumes all
the obligations of such Guarantor under the Notes and this Indenture, pursuant to a supplemental indenture in substantially the form of Exhibit E hereto, accompanied by a notation of its Subsidiary Guarantee as provided in such supplemental
indenture; (ii) immediately 

  

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after giving effect to such transaction, no Default or Event of Default exists; (iii) such Guarantor, or any Person formed by or surviving any such consolidation
or merger, would have a Consolidated Net Worth (immediately after giving effect to such transaction) equal to or greater than the Consolidated Net Worth of such Guarantor immediately preceding the transaction; and (iv) the Company, immediately
after giving pro forma effect to such transaction as if such transaction had occurred at the beginning of the applicable four-quarter period, would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated
Interest Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. 
 (c) In the case of any such consolidation or merger and
upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and substantially in the form of Exhibit E hereto, of the Subsidiary Guarantee and the due and punctual performance of all of the covenants
of this Indenture to be performed by the Guarantor, such successor Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. 
 Section 10.04 RELEASES FOLLOWING SALE OF GUARANTOR. 
 In the event of a sale or other disposition of all or substantially all of the properties or assets or all of the Capital Stock of any Guarantor, by way of merger,
consolidation or otherwise, then such Guarantor (in the event of a sale or other disposition, by way of such a merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the Person acquiring the properties or assets (in
the event of a sale or other disposition of all or substantially all of the properties or assets of such Guarantor) shall be released and relieved of any obligations under its Subsidiary Guarantee and this Indenture; provided, however, that
in the event such transaction constitutes an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 hereof. Upon delivery by the Company to the Trustee of an Officers’
Certificate to the effect of the foregoing, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee and this Indenture. Any Guarantor not
released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of, and premium, if any, and interest on, the Notes and for the other Obligations of such Guarantor under this Indenture as provided in
this Article 10. 
 Section 10.05 RELEASES FOLLOWING DESIGNATION AS
AN UNRESTRICTED SUBSIDIARY. 
 In the event that (i) the Company designates a Guarantor to be an
Unrestricted Subsidiary or (ii) the guarantee by a Guarantor (other than a Significant Subsidiary) of all other Indebtedness of the Company or any of its Domestic Subsidiaries is released or discharged, except by, or as a result of payment
under, such guarantee, then such Guarantor shall be released and relieved of any obligations under its Subsidiary Guarantee and this Indenture; provided, however, that, in the case of clause (i), such designation is conducted in accordance
with this Indenture. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect of the foregoing or following the occurrence of either Legal Defeasance or the satisfaction and discharge of this Indenture pursuant to
Section 8.05 hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee and this Indenture. 
  

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 Section 10.06 LIMITATION ON GUARANTOR
LIABILITY. 
 Each Guarantor and, by its acceptance of Notes, each Holder, hereby confirm that it is the intention of all such
parties that the Subsidiary Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of any applicable bankruptcy law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar
federal, state or foreign law to the extent applicable to any Subsidiary Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of such Guarantor under its
Subsidiary Guarantee and this Article 10 shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving
effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 10, result in the obligations of such Guarantor
under its Subsidiary Guarantee not constituting a fraudulent transfer or conveyance. 
 Section 10.07 “TRUSTEE”
TO INCLUDE PAYING AGENT. 
 In case at any time any Paying Agent other than the Trustee
shall have been appointed by the Company and be then acting hereunder, the term “Trustee” as used in this Article 10 shall in each case (unless the context shall otherwise require) be construed as extending to and including such Paying
Agent within its meaning as fully and for all intents and purposes as if such Paying Agent were named in this Article 10 in place of the Trustee. 
 ARTICLE 11 
 MISCELLANEOUS 
 Section 11.01 TRUST INDENTURE ACT CONTROLS. 
 If any provision of this
Indenture limits, qualifies or conflicts with the duties imposed by TIA §318(c), the imposed duties shall control. 
 Section 11.02
NOTICES. 
 Any notice or communication by the Company, any Guarantor or the Trustee to the others is duly given if in writing (in
the English language) and delivered in person or mailed by first class mail (registered or certified, return receipt requested), telecopier or overnight air courier guaranteeing next day delivery, to the others’ address: 
 If to the Company or the Guarantors: 
 Hornbeck Offshore
Services, Inc. 
 103 Northpark Boulevard, Suite 300 
 Covington, Louisiana 70433 
 Attention: Chief Financial Officer 
 Telecopy No.: (985) 727-2006 
  

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 If to the Trustee: 
 Wells Fargo Bank, National Association 
 45 Broadway, 14th Floor 
 New York, NY 10006 
 Attention: Corporate Trust Services - Hornbeck Offshore Services Administrator 
 Telecopy No.: (212) 515-1589 
 The Company, any of the Guarantors or the Trustee, by notice to the others may designate
additional or different addresses for subsequent notices or communications. 
 Any notice or communication to a Holder shall be mailed by first class
mail, certified or registered, return receipt requested, or delivered by overnight air courier guaranteeing next day delivery, in each case 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 provide a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. 
 All notices and communications 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; 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. Notwithstanding the
foregoing, notices to the Trustee shall be effective only upon receipt. 
 If a notice or communication is given in the manner provided above within
the time prescribed, it is duly given, whether or not the addressee receives it. 
 If the Company gives a notice or communication to Holders, it shall
give a copy at the same time to the Trustee and each Agent. 
 In case by reason of the suspension of regular mail service, or by reason of any other
cause, it shall be impossible to mail any notice required by this Indenture, then such method of notification as shall be made with the approval of the Trustee shall constitute a sufficient mailing of such notice. 
  

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 Section 11.03 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 11.04 CERTIFICATE AND OPINION AS TO CONDITIONS
PRECEDENT. 
 Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company
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 11.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and 

(b) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.05
hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied. 
 Section 11.05
STATEMENTS REQUIRED IN CERTIFICATE OR OPINION. 
 Each
certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to 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
or her 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 11.06 RULES BY
TRUSTEE AND AGENTS. 
 The Trustee may make reasonable rules for action by or at a meeting of Holders.
The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions. 
  

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 Section 11.07 NO PERSONAL LIABILITY OF
DIRECTORS, OFFICERS, EMPLOYEES AND SHAREHOLDERS. 
 No past, present or
future director, officer, employee, incorporator, member, partner or shareholder or other owner of Capital Stock of the Company or any Guarantor, as such, shall have any liability for any obligations of the Company or any Guarantor under the Notes,
the Subsidiary Guarantees, this Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes. 
 Section 11.08 GOVERNING LAW. 
 THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE AND ENFORCE THIS INDENTURE, THE NOTES AND THE SUBSIDIARY GUARANTEES. 
 Section 11.09 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 Restricted Subsidiaries or of any other
Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture. 
 Section 11.10 SUCCESSORS.

 All agreements of the Company and the Guarantors in this Indenture and the Notes shall bind their successors. All agreements of the Trustee in
this Indenture shall bind its successors. 
 Section 11.11 SEVERABILITY. 
 In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby. 
 Section 11.12 COUNTERPART ORIGINALS. 

 The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same
agreement. 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. 
  

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 Section 11.13 TABLE OF CONTENTS, HEADINGS,
ETC. 
 The Table of Contents, Cross Reference Table and Headings of the Articles and Sections of this Indenture have been inserted
for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 
 Section 11.14 CONSENT TO JURISDICTION. 
 Each of the Company and the
Guarantors irrevocably submits to the non-exclusive jurisdiction of any competent New York state or U.S. federal court located in the Borough of Manhattan in the City and State of New York over any suit, action or proceeding arising out of or
relating to this Indenture, the Registration Rights Agreement or any Guarantee or Note. Each of the Company and the Guarantors irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of
any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in any inconvenient forum. 
 Nothing in this Section shall limit the right of the Trustee or any Holder to bring proceedings against the Company or any Guarantor in the courts of any other
jurisdiction. 
 Section 11.15 U.S.A. PATRIOT ACT. 
 The parties hereto acknowledge that in accordance with Section 326 of the U.S.A. Patriot Act, the Trustee, like all financial institutions and in order to help
fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The parties to this
Indenture agree that they will provide the Trustee with such information within their possession or control as it may reasonably request in order for the Trustee to satisfy the requirements of the U.S.A. Patriot Act. 
 [Signatures on following pages] 
  

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	SIGNATURES
	
	HORNBECK OFFSHORE SERVICES, INC.
		
	By:	 	 /s/ James O. Harp, Jr.

		 	James O. Harp, Jr.
		 	Executive Vice President and Chief Financial Officer
	
	ENERGY SERVICES PUERTO RICO, LLC
	HORNBECK OFFSHORE SERVICES, LLC
	HORNBECK OFFSHORE TRANSPORTATION, LLC
	HORNBECK OFFSHORE OPERATORS, LLC
	HOS-IV, LLC
	HORNBECK OFFSHORE TRINIDAD & TOBAGO, LLC
		
	By:	 	 /s/ James O. Harp, Jr.

		 	James O. Harp, Jr.
		 	Executive Vice President and Chief Financial Officer
	
	 WELLS FARGO BANK, NATIONAL ASSOCIATION,
 as Trustee

		
	By:	 	 /s/ Martin G. Reed

		 	Martin G. Reed
		 	Vice President


 [Signature Page to Indenture] 






 EXHIBIT A 
 (Face of Note) 
 THIS NOTE IS ISSUED WITH ORIGINAL
ISSUE DISCOUNT FOR PURPOSES OF SECTION 1271 ET SEQ. OF THE INTERNAL
REVENUE CODE. A HOLDER MAY OBTAIN THE ISSUE PRICE, AMOUNT OF ORIGINAL
ISSUE DISCOUNT, ISSUE DATE AND YIELD TO MATURITY FOR THE NOTES BY
SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION TO THE COMPANY AT
THE FOLLOWING ADDRESS: HORNBECK OFFSHORE SERVICES, INC., 103 NORTHPARK BOULEVARD, SUITE 300,
COVINGTON, LOUISIANA 70433, ATTENTION: CHIEF FINANCIAL OFFICER. 
 HORNBECK OFFSHORE SERVICES, INC. 
 8% [Series A] [Series B] Senior Note due 2017 
  

											
	No.	  		  		  		  		  	$                    
		  		  		  		  		  	CUSIP NO.      

 Hornbeck Offshore Services, Inc. hereby promises to pay to
                     or registered assigns, the principal sum of              Dollars
($            ) [or such other amount as may be endorsed on the Schedule of Exchanges of Notes attached hereto]1 on September 1, 2017. 
 Interest
Payment Dates: March 1 and September 1 
 Record Dates: February 15 and August 15 
  

			
	HORNBECK OFFSHORE SERVICES, INC.
		
	By:	 	  

	Name:	 	  

	Title:	 	  



  

	1	This paragraph should be included only if the Note is issued in global form. 

  

 A-1 








			
	TRUSTEE’S CERTIFICATE OF AUTHENTICATION:
	
	This is one of the Notes referred to in the within-mentioned Indenture.
	
	 WELLS FARGO BANK, NATIONAL ASSOCIATION,
 as Trustee

		
	By:	 	  

		 	Authorized Signatory


			
		
	Date of Authentication:	 	  


  

 A-2 







 (Back of Note) 
 8% [Series A][Series B] Senior Notes due 2017 
 [Unless and until it is exchanged in whole or in part for Notes in
definitive form, this Note may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to
a successor Depository or a nominee of such successor Depository. Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) (“DTC”), to the issuer or its
agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as may be requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or such other entity as may be requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL in as much as the registered owner hereof,
Cede & Co., has an interest herein.] 2 
  

	2	This paragraph should be included only if the Note is issued in global form, and the following paragraph should be included only if the Note is a Transfer Restricted Security.


  

 A-3 







 [THIS NOTE HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.
NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE
REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF
IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE TRANSACTION IS
EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS
NOTE, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON
BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED NOTES, TO
OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE, PRIOR TO THE DATE (THE
“RESALE RESTRICTION TERMINATION DATE”) THAT IS [IN THE CASE OF RULE 144A
OR IAI NOTES: ONE YEAR] [IN THE CASE OF REGULATION S NOTES: 40 DAYS]
AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST
DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS
THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF SUCH NOTE), ONLY
(A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) PURSUANT
TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR
RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT
REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE
IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR
OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE
MEANING OF RULE 501(A)(1), (2) OR (7) UNDER THE SECURITIES ACT THAT IS
AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE NOTE FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR FOR
INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR
SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES
ACT, OR (F) PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OR
ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR
TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C), (D),
(E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF
COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM.
THIS LEGEND WILL BE REMOVED UPON THE WRITTEN REQUEST OF THE HOLDER
AFTER THE RESALE RESTRICTION TERMINATION DATE.] 
  

 A-4 







 1. Interest. Hornbeck Offshore Services, Inc., a Delaware corporation (the “Company”),
promises to pay interest on the principal amount of this Note at 8% per annum from August 17, 2009 until maturity, including if applicable, Additional Interest payable pursuant to Section 2 of the Registration Rights Agreement
referred to below. The Company will pay interest semi-annually in arrears on March 1 and September 1 of each year, commencing March 1, 2010, or if any such day is not a Business Day, on the next succeeding Business Day (each an
“Interest Payment Date”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of original issuance; provided that if there is no existing
Default or Event of 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, except in the case of the original issuance of Notes, in which case interest shall accrue from the date of authentication. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue principal and premium, if any, from time to time on demand at a rate that is 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
(without regard to any applicable grace periods) 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 will pay interest on the Notes (except defaulted interest) to
the Persons who are registered Holders of Notes at the close of business on the February 15 or August 15 next preceding the Interest Payment Date, even if such Notes are cancelled 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. The Notes will be payable as to principal, premium, if any, and interest at the office or agency of the Company maintained for such purpose in
New York, New York or, at the option of the Company, payments of interest may be made by check mailed to the Holders at their addresses set forth in the register of Holders, and provided that payment by wire transfer of immediately available funds
will be required with respect to principal of, and interest and premium, if any, on, all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to a Paying Agent. Such payments 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. The principal of the Notes shall be payable only upon surrender of any Note at the specified offices of any Paying Agent.

 If the due date for payment of the principal in respect of any Note is not a Business Day at the place in which it is presented for payment, the
Holder thereof shall not be entitled to payment of the amount due until the next succeeding Business Day at such place and shall not be entitled to any further interest or other payment in respect of any such delay. 
 3. PAYING AGENT AND REGISTRAR. Initially, Wells Fargo Bank,
National Association, the Trustee under the Indenture, will act as Registrar and Paying Agent at its Corporate Trust Office in New York, New York, which on the date of the Indenture is located at 45 Broadway, 14th Floor, New York, New York 10006. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company
or any of its Subsidiaries may act in any such capacity. 
  

 A-5 







 4. INDENTURE. The Company issued the Notes under an Indenture dated as of
August 17, 2009 (“Indenture”) among the Company, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939,
as amended (15 U.S. 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 unsecured obligations of the Company limited to
$250,000,000 aggregate principal amount in the case of Notes issued on the Issue Date (as defined in the Indenture). 
 5. OPTIONAL
REDEMPTION. 
 (a) At any time prior to September 1, 2013, the Company may redeem the Notes at its option, in
whole or in part, at a redemption price equal to 100% of the principal amount thereof plus the Make Whole Premium as of, and accrued and unpaid interest, if any, to, the date of redemption. 
 (b) At any time on or after September 1, 2013, the Company shall have the option to redeem the Notes, in whole or in part, upon not less than 30 nor more than
60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, thereon to the applicable redemption date, if redeemed during the twelve-month period beginning
on September 1 of the years indicated below: 
  

				
	 Year
	  	Percentage	 
		
	 2013
	  	104.000	% 
	 2014
	  	102.000	% 
	 2015 and thereafter
	  	100.000	% 

 (c) Further, prior to September 1, 2012, the Company may redeem on any one or more occasions Notes
representing up to 35% of the aggregate principal amount of Notes originally issued under the Indenture (including any Notes originally issued after the Issue Date but excluding any Series B Notes for purposes of calculating such amount) at a
redemption price of 108.0% of the principal amount thereof, plus accrued and unpaid interest, if any, thereon to the redemption date, with the net cash proceeds of one or more Qualified Equity Offerings, provided that (a) Notes representing at
least 65% of the aggregate principal amount of Notes originally issued under the Indenture (including any Notes originally issued after the Issue Date but excluding any Series B Notes for purposes of calculating such amount) remain outstanding
immediately after the occurrence of each such redemption and (b) such redemption shall occur within 60 days of the date of the closing of each such Qualified Equity Offering. 
 6. MANDATORY REDEMPTION. 
 Except as set forth in paragraph 7 below, the Company shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes. 
  

 A-6 







 7. PUT OPTION OF HOLDER.

 (a) If there is a Change of Control, the Company shall be required to make an offer (a “Change of Control Offer”) to purchase all or any
portion (equal to minimum amounts of $2,000 and integral multiples 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, if
any, thereon to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company shall give notice to each Holder and the Trustee describing the transaction that constitutes the Change of
Control and setting forth the procedures governing the Change of Control Offer as required by the Indenture. 
 (b) If the Company or a Restricted
Subsidiary consummates any Asset Sales, within 30 days of each date on which the aggregate amount of Excess Proceeds exceeds $20,000,000, the Company shall commence an offer to all Holders of Notes (an “Asset Sale Offer”) pursuant to
Section 3.09 of the Indenture to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid
interest, if any, thereon to the date of purchase, in accordance with the procedures set forth in the Indenture; provided, however, that, if the Company is required to apply such Excess Proceeds to purchase, or to offer to purchase, any
Pari Passu Indebtedness, the Company shall only be required to offer to purchase the maximum principal amount of Notes that may be purchased out of the amount of such Excess Proceeds multiplied by a fraction, the numerator of which is the
aggregate principal amount of Notes outstanding and the denominator of which is the aggregate principal amount of Notes outstanding plus the aggregate principal amount of Pari Passu Indebtedness outstanding. To the extent that the aggregate
principal amount of Notes tendered pursuant to an Asset Sale Offer is less than the amount that the Company is required to purchase, the Company may use any remaining Excess Proceeds for general corporate purposes in any manner not prohibited by the
Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount that the Company is required to purchase, the Trustee shall select the Notes to be purchased on a pro rata basis (with such adjustments as
may be deemed appropriate by the Trustee so that only Notes in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof, shall be purchased). Holders of Notes that are the subject of an offer to purchase will receive an
Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes. 
 8. NOTICE OF REDEMPTION. 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 may be redeemed in part but only in whole multiples of $1,000, unless all of the Notes held by a
Holder are to be redeemed. On and after the redemption date interest ceases to accrue on Notes or portions thereof called for redemption. 
 9.
DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without coupons in denominations of $2,000 and 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 

  

 A-7 







 
transfer documents and the Company may require a Holder to pay any transfer taxes or similar governmental charges. 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. 
 10. PERSONS DEEMED OWNERS. The registered Holder of a Note
may be treated as its owner for all purposes. 
 11. AMENDMENT, SUPPLEMENT AND
WAIVER. Subject to certain exceptions, the Indenture or 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 Event of Default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes. Without the consent of any
Holder of a Note, the Indenture or the Notes may be amended or supplemented to cure any ambiguity, defect or inconsistency, to provide for uncertificated Notes in addition to or in place of certificated Notes, to provide for the assumption of the
Company’s obligations to Holders of the Notes in case of a merger or consolidation, to secure the Notes, to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the
legal rights under the Indenture of any such Holder (provided that any change to conform the Indenture to the final offering memorandum of the Company relating to the Series A Notes will not be deemed to adversely affect such legal rights), to add
any additional Guarantor or to release any Guarantor from its Subsidiary Guarantee, in each case as provided in the Indenture, or to comply with the requirements of the Commission in order to effect or maintain the qualification of the Indenture
under the Trust Indenture Act. 
 12. DEFAULTS AND REMEDIES. Events of Default
include: (i) default for 30 days in the payment when due of interest, including Additional Interest, if any, on the Notes; (ii) default in payment when due of the principal of or premium, if any, on the Notes; (iii) failure by the
Company to comply with any of the then applicable provisions of Section 3.09, 4.10, 4.15 or 5.01 of the Indenture; (iv) failure by the Company for 60 days after it receives written notice to observe or perform any other then applicable
covenant or other agreement in the Indenture or the Notes; (v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company
or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or guarantee now exists or is created after the Issue Date, which default (a) is
caused by a failure to pay principal of or premium or interest on such Indebtedness prior to the expiration of any grace period provided in such Indebtedness, including any extension thereof (a “Payment Default”) or (b) results in the
acceleration of such Indebtedness prior to its express maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the
maturity of which has been so accelerated, aggregates at least $10,000,000, and provided, further, that if such default is cured or waived or any such acceleration rescinded, or such Indebtedness is repaid within a period of 10 days from the
continuation of such default beyond the 

  

 A-8 







 
applicable grace period or the occurrence of such acceleration, as the case may be, an Event of Default and any consequential acceleration of the Notes shall be
automatically rescinded, so long as said rescission does not conflict with any judgment or decree; (vi) failure by the Company or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $10,000,000, which judgments
are not paid, discharged or stayed for a period of 60 days; (vii) failure by any Guarantor to perform any covenant set forth in its Subsidiary Guarantee, or the repudiation by any Guarantor of its obligations under its Subsidiary Guarantee or
the unenforceability of any Subsidiary Guarantee for any reason other than as provided in the Indenture; and (viii) certain events of bankruptcy or insolvency with respect to the Company or any Significant Subsidiary. If any Event of Default
occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may, by written notice, declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of
Default arising from certain events of bankruptcy or insolvency with respect to the Company, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in
the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any
continuing Default or Event of Default (except a Default or Event of Default relating to a payment obligation on the Notes) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the
Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment
of the principal of, or premium, if any, or interest on, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or
Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default. 
 13.
DEFEASANCE. The Notes are subject to legal and covenant defeasance upon the terms and conditions specified in Article 8 of the Indenture. 
 14. TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or any other
capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee. 
 15. NO RECOURSE AGAINST OTHERS. A director, officer, employee, incorporator,
member, partner or shareholder or other owner of Capital Stock of the Company or any Guarantor, as such, shall not have any liability for any obligations of the Company or any Guarantor under the Notes, the Subsidiary Guarantees or the Indenture or
for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes.

 16. AUTHENTICATION. This Note shall not be valid until authenticated by the manual signature of an authorized
signatory of the Trustee or an authenticating agent. 
  

 A-9 







 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. ADDITIONAL RIGHTS OF HOLDERS. In addition to the rights
provided to Holders of Notes under the Indenture, certain Holders shall have all the rights set forth in the Registration Rights Agreement dated as of even date with the Indenture, among the Company, the Guarantors and the Initial Purchasers (the
“Registration Rights Agreement”). 
 19. 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 shall use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to
the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption 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 or the Registration Rights Agreement. Requests may be made
to: 
  

					
		  	 Hornbeck Offshore Services, Inc.
 103 Northpark Boulevard, Suite
300
 Covington, Louisiana 70433
 Attention: Chief Financial Officer
	  	

  

 A-10 







 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	 	  


 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:	  	  

		
		  	(Signature must be guaranteed by a financial institution that is a member of the Securities Transfer Agent Medallion Program (“STAMP”), the Stock Exchange Medallion Program
(“SEMP”), the New York Stock Exchange, Inc. Medallion Signature Program (“MSP”) or such other signature guarantee program as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, SEMP or MSP,
all in accordance with the Securities Exchange Act of 1934, as amended.)

  

 A-11 







 OPTION OF HOLDER TO ELECT PURCHASE 
 If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 or 4.15 of the Indenture, check the box below: 
  

							
	 ̈	  	Section 4.10	  	 ̈	  	Section 4.15

 If you want to elect to have only part of the Note purchased by the Company pursuant to Section 4.10 or
Section 4.15 of the Indenture, state the amount you elect to have purchased: $              
 Date:                      
  

			
	Your Signature:	 	  

	(Sign exactly as your name appears on the Note)



			
		
	Soc. Sec. or Tax Identification No.:	 	  



  

			
	Signature Guarantee:	  	  

		
		  	(Signature must be guaranteed by a financial institution that is a member of the Securities Transfer Agent Medallion Program (“STAMP”), the Stock Exchange Medallion Program
(“SEMP”), the New York Stock Exchange, Inc. Medallion Signature Program (“MSP”) or such other signature guarantee program as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, SEMP or MSP,
all in accordance with the Securities Exchange Act of 1934, as amended.)

  

 A-12 







 SCHEDULE OF EXCHANGES OF NOTES4 
 The following exchanges, redemptions,
repurchases and transfers of interests of a part of this Global Note have been made: 
  

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

decrease (or increase)
	 	 Signature of authorized
signatory of Trustee

		 		 		 		 	
		 		 		 		 	

  

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


  

 A-13 







 EXHIBIT B-1 
 FORM OF CERTIFICATE FOR TRANSFER OF BENEFICIAL INTEREST 
 FROM RESTRICTED GLOBAL NOTE TO REGULATION S GLOBAL NOTE 
 (Pursuant to Section 2.06(a)(i) of the Indenture) 
 Wells Fargo Bank,
National Association, 
 as Trustee and Registrar – DAPS Reorg 
 MAC N9303-121 
 608 2nd Avenue South 
 Minneapolis, MN 55479 
 Telephone No.: (877) 872-4605 
 Fax No.: (866) 969-1290 
 Email: DAPSReorg@wellsfargo.com 
  

	 	Re:	8% Senior Notes due 2017 of Hornbeck Offshore Services, Inc. 

 Reference is hereby made to the Indenture, dated as of August 17, 2009 (the “Indenture”), among Hornbeck Offshore Services, Inc. (the “Company”), the guarantors party thereto (the “Guarantors”) and
Wells Fargo Bank, National Association, as trustee (the “Trustee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. 
 This letter relates to $             principal amount of Notes which are evidenced by one or more
Restricted Global Notes and held with the Depository in the name of                      (the “Transferor”). The Transferor has requested a
transfer of such beneficial interest in the Notes to a Person who will take delivery thereof in the form of an equal principal amount of Notes evidenced by one or more Regulation S Global Notes, which amount, immediately after such transfer, is to
be held with the Depository. 
 In connection with such request and in respect of such Notes, the Transferor hereby certifies that such transfer has
been effected in compliance with the transfer restrictions set forth in the legend in Section 2.06(f)(i) of the Indenture and pursuant to and in accordance with Rule 903 or Rule 904 under the United States Securities Act of 1933, as amended
(the “Securities Act”), and accordingly the Transferor hereby further certifies that: 
  

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

  

	 	(2)	either: 

 (a) at the time the buy order was originated, the
transferee was outside the United States or the Transferor and any person acting on its behalf reasonably believed and believes that the transferee was outside the United States; or 
 (b) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any
person acting on its behalf knows that the transaction was prearranged with a buyer in the United States; 
  

 B-1-1 







 (3) no directed selling efforts have been made in contravention of the requirements of Rule 904(b) of Regulation S;
and 
 (4) the transaction is not part of a plan or scheme to evade the registration provisions of the Securities Act. 
 Upon giving effect to this request to exchange a beneficial interest in a Restricted Global Note for a beneficial interest in a Regulation S Global Note, the
resulting beneficial interest shall be subject to the restrictions on transfer applicable to Regulation S Global Notes pursuant to the Indenture and the Securities Act. 
 This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the Guarantors. Terms used in this certificate and not otherwise defined in the Indenture have the meanings set
forth in Regulation S under the Securities Act. 
  

			
	[Insert Name of Transferor]
		
	By	 	  

	Name:	 	
	Title:	 	


 Dated: 
 cc: Hornbeck Offshore
Services, Inc. 
  

 B-1-2 







 EXHIBIT B-2 
 FORM OF CERTIFICATE FOR TRANSFER OF BENEFICIAL INTEREST FROM 
 RESTRICTED GLOBAL NOTE TO 144A GLOBAL NOTE OR IAI GLOBAL NOTE 

 (Pursuant to Section 2.06(a)(ii) or (iii) of the Indenture) 
 Wells Fargo Bank, National Association, 
 as Trustee and Registrar – DAPS Reorg 
 MAC N9303-121 
 608 2nd Avenue South 
 Minneapolis, MN 55479 
 Telephone No.: (877) 872-4605 
 Fax No.: (866) 969-1290 
 Email: DAPSReorg@wellsfargo.com 
  

	 	Re:	8% Senior Notes due 2017 of Hornbeck Offshore Services, Inc. 

 Reference
is hereby made to the Indenture dated as of August 17, 2009 (the “Indenture”), among Hornbeck Offshore Services, Inc. (the “Company”), the guarantors party thereto (the “Guarantors”) and Wells Fargo Bank,
National Association, as trustee (the “Trustee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. 
 This letter relates to $             principal amount of Notes which are evidenced by one or more Restricted Global Notes held with the Depository in the name of
             (the “Transferor”). The Transferor has requested a transfer of such beneficial interest in the Notes to a Person who will take delivery thereof in the form of an
equal principal amount of Notes evidenced by one or more 144A Global Notes or IAI Global Notes, to be held with the Depository. 
 In connection with
such request and in respect of such Notes, the Transferor hereby certifies that: 
 [CHECK ONE] 
  

	 ̈	such transfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the
Transferor hereby further certifies that the Notes are being transferred to a Person that the Transferor reasonably believes is purchasing the Notes for its own account, or for one or more accounts with respect to which such Person exercises sole
investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A; 

 or 
  

 B-2-1 








	 ̈	such transfer is being effected pursuant to an exemption under the Securities Act other than Rule 144A, Rule 144 or Rule 903 or 904 of Regulation S to Person who is an Institutional
Accredited Investor and the Transferor further certifies that the transfer complies with the transfer restrictions applicable to Notes bearing the legend set forth in Section 2.06(f)(i) of the Indenture and the requirements of the exemption
claimed, which certification is supported by a certificate executed by the transferee in the form of Exhibit C to the Indenture; 

 and such Notes are
being transferred in compliance with any applicable blue sky securities laws of any state of the United States or any other applicable jurisdiction. 
 Upon giving effect to this request to exchange a beneficial interest in Restricted Global Notes for a beneficial interest in 144A Global Notes or IAI Global Notes, the resulting beneficial interest shall be subject to the restrictions on
transfer applicable to 144A Global Notes or IAI Global Notes, as the case may be, pursuant to the Indenture and the Securities Act. 
 This certificate
and the statements contained herein are made for your benefit and the benefit of the Company and the Guarantors. 
  

			
	[Insert Name of Transferor]
		
	By	 	  

	Name:	 	
	Title:	 	


 Dated: 
 cc: Hornbeck Offshore
Services, Inc. 
  

 B-2-2 







 EXHIBIT B-3 
 FORM OF CERTIFICATE FOR TRANSFER OF BENEFICIAL 
 INTEREST FROM RESTRICTED GLOBAL NOTE TO 
 UNRESTRICTED GLOBAL NOTE OR FOR 
 EXCHANGE OR REGISTRATION
OF TRANSFER 
 OF DEFINITIVE NOTES 
 (Pursuant to Section 2.06(a)(iv) or 2.06(b)(b) of the Indenture) 
 Wells Fargo Bank, National Association, 
 as Trustee and Registrar – DAPS Reorg 
 MAC N9303-121 
 608 2nd Avenue
South 
 Minneapolis, MN 55479 
 Telephone No.: (877) 872-4605 
 Fax No.: (866) 969-1290 
 Email: DAPSReorg@wellsfargo.com 
  

	 	Re:	8% Senior Notes due 2017 of Hornbeck Offshore Services, Inc. 

 Reference
is hereby made to the Indenture dated as of August 17, 2009 (the “Indenture”), among Hornbeck Offshore Services, Inc. (the “Company”), the guarantors party thereto (the “Guarantors”) and Wells Fargo Bank,
National Association, as trustee (the “Trustee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. 
 This relates to $             principal amount of Notes which are evidenced by one or more (i) Restricted Global Notes held with the Depository or
(ii) Definitive Notes, in either case in the name of              (the “Transferor”). The Transferor has requested either: 
  

	 ̈	a transfer of its beneficial interest in such Restricted Global Notes to a Person who will take delivery thereof in the form of an equal principal amount of Notes evidenced by one or more
Unrestricted Notes 

 or 
  

	 ̈	an exchange or transfer of such Definitive Note(s) in the form of an equal principal amount of Notes evidenced by one or more Definitive Notes, to be delivered to the Transferor or, in the
case of a transfer of such Notes, to such Person as the Transferor instructs the Trustee. 

  

 B-3-1 







 In connection with such request and in respect of such Notes, the Transferor hereby certifies that: 
 [CHECK ONE] 
  

	 ̈	the Notes are being acquired for the Transferor’s own account, without transfer; 

 or 
  

	 ̈	the Notes are being transferred to the Company or one of its Subsidiaries; 

 or

  

	 ̈	the Notes are being transferred pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the
Transferor hereby further certifies that the Notes are being transferred to a Person that the Transferor reasonably believes is purchasing the Notes for its own account, or for one or more accounts with respect to which such Person exercises sole
investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A, in each case in a transaction meeting the requirements of Rule 144A; 

 or 
  

	 ̈	the Notes are being transferred in a transaction permitted by Rule 144 under the Securities Act; 

 or 
  

	 ̈	the Notes are being transferred pursuant to an exemption under the Securities Act other than Rule 144A, Rule 144 or Rule 903 or 904 of Regulation S to Person who is an Institutional
Accredited Investor, which certification is supported by a certificate executed by the transferee in the form of Exhibit C to the Indenture; 

 or 
  

	 ̈	the Notes are being transferred pursuant to an effective registration statement under the Securities Act; 

 and the Notes are being transferred in compliance with any applicable blue sky securities laws of any state of the United States or any other applicable jurisdiction. 
  

 B-3-2 







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

			
	[Insert Name of Transferor]
		
	By	 	  

	Name:	 	
	Title:	 	


 Dated: 
 cc: Hornbeck Offshore
Services, Inc. 
  

 B-3-3 







 EXHIBIT C 
 FORM OF CERTIFICATE TO BE DELIVERED BY 
 INSTITUTIONAL ACCREDITED INVESTORS 
 (Pursuant to Section 2.06(a)(iii) or 2.06(b) of the Indenture) 
             ,          
 Wells Fargo Bank,
National Association, 
 as Trustee and Registrar – DAPS Reorg 
 MAC N9303-121 
 608 2nd Avenue South 
 Minneapolis, MN 55479 
 Telephone No.: (877) 872-4605 
 Fax No.: (866) 969-1290 
 Email: DAPSReorg@wellsfargo.com 
 Ladies and Gentlemen: 
 We are delivering this letter in connection with our purchase of 8% Senior Notes due 2017 (the “Notes”) of Hornbeck Offshore Services, Inc. (the
“Company”). We hereby confirm that: 
 (i) we are an “accredited investor” within the meaning of Rule 501(a)(1),
(2), (3) or (7) under the Securities Act of 1933, as amended (the “Securities Act”), or an entity in which all of the equity owners are accredited investors within the meaning of Rule 501(a)(1), (2), (3) or (7) under
the Securities Act (an “Institutional Accredited Investor”); 
 (ii) any purchase of Notes by us will be for our own account
or, if we are buying for one or more institutional accounts for which we are acting as fiduciary or agent and we are not a bank (as defined in Section 3(a)(2) of the Securities Act) or a savings and loan association or other institution (as
defined in Section 3(a)(5)(A) of the Securities Act), each such account is an Institutional Accredited Investor; 
 (iii) we have
such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of purchasing Notes and we, and any accounts for which we are acting, are able to bear the economic risks of its or their
investment; 
 (iv) we are not acquiring Notes with a view to any distribution thereof in a transaction that would violate the
Securities Act or the securities laws of any State of the United States or any other applicable jurisdiction; provided, however, that the disposition of our property and the property of any accounts for which we are acting as fiduciary shall remain
at all times within our control; and 
  

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 (v) we acknowledge that we have had access to such financial and other information, and have been
afforded the opportunity to ask such questions of representatives of the Company and receive answers thereto, as we deem necessary in connection with our decision to purchase Notes. 
 We understand that the Notes were offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Notes have not
been registered under the Securities Act, and we agree, on our own behalf and on behalf of each account for which we acquire any Notes, that such Notes may be offered, resold, pledged or otherwise transferred only (i) to a person whom we
reasonably believe to be a qualified institutional buyer (as defined in Rule 144A under the Securities Act) in a transaction meeting the requirements of Rule 144A under the Securities Act, (ii) in a transaction meeting the requirements of Rule
144 under the Securities Act, (iii) outside the United States in a transaction meeting the requirements of Rule 903 or 904 under the Securities Act, or in accordance with another exemption from the registration requirements of the Securities
Act (and based upon an opinion of counsel if the Company so requests), (iv) to the Company or any of its subsidiaries or (v) 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 we will, and each subsequent holder of the Notes is required to, notify any subsequent purchaser from us or it of the resale restrictions set forth in clause
(i) above. We acknowledge that the Notes will bear legends substantially to the foregoing effect. We understand that the registrar will not be required to accept for registration of transfer any Notes, except upon presentation of evidence
satisfactory to the Company that the foregoing restrictions on transfer have been complied with. 
 We acknowledge that you and the Company will rely
upon our confirmations, acknowledgments and agreements set forth herein, and we agree to notify you promptly in writing if any of our representations or warranties herein ceases to be accurate and complete. 
 THIS LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
  

			
	  

	[Name of Purchaser]
		
	By	 	  

	Name:	 	
	Title:	 	
	Address:	 	


  

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 EXHIBIT D 
 NOTATION OF SUBSIDIARY GUARANTEE 
 Subject to Section 10.06 of the Indenture, each Guarantor has jointly and severally,
unconditionally guaranteed to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes and the Obligations of the
Company under the Notes or under the Indenture, that: (a) the principal of, and premium, if any, and interest on, the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturity, by
acceleration, redemption or otherwise, and interest on overdue principal of, and premium, if any, and interest (to the extent permitted by law) on, the Notes and all other payment Obligations of the Company to the Holders or the Trustee under the
Indenture or under the Notes will be promptly paid in full and performed, all in accordance with the terms thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other payment 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, redemption or otherwise. Failing payment when so due
of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under the Indenture or the Notes shall constitute an event of
default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors under the Indenture in the same manner and to the same extent as the Obligations of the Company. The Guarantors have agreed that
their Obligations under the Indenture shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect
to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor
further, to the extent permitted by law, has waived 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 its Subsidiary Guarantee will not be discharged except by complete performance of the Obligations contained in the Notes and the Indenture. If any Holder or the Trustee is required by any
court or otherwise to return to the Company, the Guarantors, or any Note Custodian, Trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by the Company or any Guarantor to the
Trustee or such Holder, the Subsidiary Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor has agreed that it shall not be entitled to, and hereby has waived, any right of subrogation in
relation to the Holders in respect of any Obligations guaranteed under the Indenture. Each Guarantor further has agreed that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (a) the maturity of
the Obligations guaranteed under the Indenture may be accelerated as provided in Article 6 of the Indenture for the purposes of its Subsidiary Guarantee, notwithstanding 

  

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any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed thereby, and (b) in the event of any declaration
of acceleration of such Obligations as provided in Article 6 of the Indenture, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of its Subsidiary Guarantee. The Guarantors
shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantees. 
 The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Subsidiary Guarantees and the Indenture are expressly set forth in Article 10
of the Indenture, and reference is hereby made to such Indenture for the precise terms of the Subsidiary Guarantees. The terms of Article 10 of the Indenture are incorporated herein by reference. The Subsidiary Guarantees are subject to release as
and to the extent provided in Sections 10.04 and 10.05 of the Indenture. 
 Each Subsidiary Guarantee is a continuing guarantee and shall remain in
full force and effect and shall be binding upon each Guarantor and its respective successors and assigns to the extent set forth in the Indenture until full and final payment of all of the Company’s Obligations under the Notes and the Indenture
and shall inure to the benefit of the successors and assigns of the Trustee and the Holders and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges conferred in the Indenture upon that party
shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. Each Subsidiary Guarantee is a guarantee of payment and not a guarantee of collection. 
 For purposes hereof, each Guarantor’s liability under its Subsidiary Guarantee shall be limited in amount as provided in Section 10.06 of the Indenture.

 Capitalized terms used herein have the same meanings given in the Indenture unless otherwise indicated. 
  

			
	[GUARANTORS]
		
	By	 	  

	Name:	 	
	Title:	 	


  

 D-2 







 EXHIBIT E 
  
  
 HORNBECK OFFSHORE SERVICES, INC. 
 and 
 the Guarantors named herein 
 
                                         
                    
 Series A and Series B

 8% Senior Notes due 2017 
  
  
 FORM OF SUPPLEMENTAL INDENTURE 

 Dated as of             ,
         
  
  
 WELLS FARGO BANK, NATIONAL ASSOCIATION

 Trustee 
  
  
  
  
  

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 EXHIBIT E 
  

 This SUPPLEMENTAL INDENTURE, dated as of
            ,         , is among Hornbeck Offshore Services, Inc., a Delaware corporation (the “Company”), each of the parties identified
under the caption “Guarantors” on the signature page hereto (the “Guarantors”) and Wells Fargo Bank, National Association, a national banking association, as Trustee. 
 RECITALS 
 WHEREAS, the Company, certain Guarantors and the Trustee entered into an Indenture, dated
as of August 17, 2009 (the “Indenture”), pursuant to which the Company has originally issued $250,000,000 in principal amount of 8% Senior Notes due 2017 (the “Notes”); and 
 WHEREAS, Section 9.01(f) of the Indenture provides that the Company, the Guarantors and the Trustee may amend or supplement the Indenture in order to add any
new Guarantor to comply with Section 10.02 or 10.03 thereof, without the consent of the Holders of the Notes; and 
 WHEREAS, all acts and things
prescribed by the Indenture, by law and by the charter and the bylaws (or comparable constituent documents) of the Company, of the Guarantors and of the Trustee necessary to make this Supplemental Indenture a valid instrument legally binding on the
Company, the Guarantors and the Trustee, in accordance with its terms, have been duly done and performed; 
 NOW, THEREFORE, to comply with the
provisions of the Indenture and in consideration of the above premises, the Company, the Guarantors and the Trustee covenant and agree for the equal and proportionate benefit of the respective Holders of the Notes as follows: 
 ARTICLE 1 
 SECTION 1.01. This Supplemental
Indenture is supplemental to the Indenture and does and shall be deemed to form a part of, and shall be construed in connection with and as part of, the Indenture for any and all purposes. 
 SECTION 1.02. This Supplemental Indenture shall become effective immediately upon its execution and delivery by each of the Company, the Guarantors and the
Trustee. 
 ARTICLE 2 
 From this date, in
accordance with Section 10.02 or 10.03 and by executing this Supplemental Indenture and the accompanying notation of Subsidiary Guarantee (a copy of which is attached hereto), the Guarantors whose signatures appear below are subject to the
provisions of the Indenture to the extent provided for in Article 10 thereunder. 
 ARTICLE 3 
 SECTION 3.01. Except as specifically modified herein, the Indenture and the Notes are in all respects ratified and confirmed (mutatis mutandis) and shall
remain in full force and effect in accordance with their terms with all capitalized terms used herein without definition having the same respective meanings ascribed to them as in the Indenture. 
  

 E-2 








 EXHIBIT E 
  

 SECTION 3.02. Except as otherwise expressly provided herein, no duties, responsibilities or liabilities
are assumed, or shall be construed to be assumed, by the Trustee by reason of this Supplemental Indenture. This Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and conditions set forth in the Indenture with
the same force and effect as if those terms and conditions were repeated at length herein and made applicable to the Trustee with respect hereto. 
 SECTION 3.03. THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE AND ENFORCE THIS SUPPLEMENTAL INDENTURE. 
 SECTION 3.04. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of such executed copies together shall represent the same agreement. 
 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first written above. 
  

			
	HORNBECK OFFSHORE SERVICES, INC.
		
	By	 	  

	Name:	 	
	Title:	 	
	
	[GUARANTORS]
		
	By	 	  

	Name:	 	
	Title:	 	
	
	 WELLS FARGO BANK, NATIONAL ASSOCIATION,
 as Trustee

		
	By	 	  

	Name:	 	
	Title:	 	


  

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