Indenture




 Exhibit 4.1 

 
  
  

 
 AQUILEX HOLDINGS LLC 

AQUILEX FINANCE CORP. 

as Issuers 

11 
1/8% Senior Notes Due 2016 
  

 
 INDENTURE

 Dated as of December 23, 2009 
  

 
 WILMINGTON TRUST
FSB 
 as Trustee 
  

 
  

 








 CROSS-REFERENCE TABLE 

 

					
	 TIA

Section
	  	  	  	 Indenture

Section

	310(a)(1)	  		  	7.10
	    (a)(2)	  		  	7.10
	    (a)(3)	  		  	N.A.
	    (a)(4)	  		  	N.A.
	    (b)	  		  	7.08; 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)	  		  	N.A.
	    (b)(2)	  		  	7.06
	    (c)	  		  	11.02
	    (d)	  		  	7.06
	314(a)	  		  	4.02; 4.14; 11.02
	    (b)	  		  	N.A.
	    (c)(1)	  		  	11.04
	    (c)(2)	  		  	11.04
	    (c)(3)	  		  	N.A.
	    (d)	  		  	N.A.
	    (e)	  		  	11.05
	    (f)	  		  	4.14
	315(a)	  		  	7.01
	    (b)	  		  	7.05; 11.02
	    (c)	  		  	7.01
	    (d)	  		  	7.01
	    (e)	  		  	6.11
	316(a)(last sentence)	  		  	11.0
	    (a)(1)(A)	  		  	6.05
	    (a)(1)(B)	  		  	6.04
	    (a)(2)	  		  	N.A.
	    (b)	  		  	6.07
	317(a)(1)	  		  	6.08
	    (a)(2)	  		  	6.09
	    (b)	  		  	2.04
	318(a)	  		  	11.01

  

N.A. means Not Applicable. 
 Note: This
Cross-Reference Table shall not, for any purpose, be deemed to be part of this Indenture. 








 TABLE OF CONTENTS 

 

					
	 	  	 	  	 Page

		  	Article 1	  	
			
		  	Definitions and Incorporation by Reference	  	
			
	SECTION 1.01.	  	Definitions	  	1
	SECTION 1.02.	  	Other Definitions	  	31
	SECTION 1.03.	  	Incorporation by Reference of Trust Indenture Act	  	32
	SECTION 1.04.	  	Rules of Construction	  	32
			
		  	Article 2	  	
			
		  	The Securities	  	
			
	SECTION 2.01.	  	Form and Dating	  	33
	SECTION 2.02.	  	Execution and Authentication	  	34
	SECTION 2.03.	  	Registrar and Paying Agent	  	34
	SECTION 2.04.	  	Paying Agent To Hold Money in Trust	  	35
	SECTION 2.05.	  	Securityholder Lists	  	35
	SECTION 2.06.	  	Transfer and Exchange	  	35
	SECTION 2.07.	  	Replacement Securities	  	35
	SECTION 2.08.	  	Outstanding Securities	  	36
	SECTION 2.09.	  	Temporary Securities	  	36
	SECTION 2.10.	  	Cancellation	  	36
	SECTION 2.11.	  	Defaulted Interest	  	36
	SECTION 2.12.	  	CUSIP Numbers, ISINs, etc	  	37
	SECTION 2.13.	  	Issuance of Additional Securities	  	37
			
		  	Article 3	  	
			
		  	Redemption	  	
			
	SECTION 3.01.	  	Notices to Trustee	  	37
	SECTION 3.02.	  	Selection of Securities to Be Redeemed	  	38
	SECTION 3.03.	  	Notice of Redemption	  	38
	SECTION 3.04.	  	Effect of Notice of Redemption	  	39
	SECTION 3.05.	  	Deposit of Redemption Price	  	39
	SECTION 3.06.	  	Securities Redeemed in Part	  	39
			
		  	Article 4	  	
			
		  	Covenants	  	
			
	SECTION 4.01.	  	Payment of Securities	  	39

  

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	SECTION 4.02.	  	Reports	  	40
	SECTION 4.03.	  	Limitation on Indebtedness	  	40
	SECTION 4.04.	  	Limitation on Restricted Payments	  	44
	SECTION 4.05.	  	Limitation on Restrictions on Distributions from Restricted Subsidiaries	  	48
	SECTION 4.06.	  	Limitation on Sales of Assets and Subsidiary Stock	  	50
	SECTION 4.07.	  	Limitation on Affiliate Transactions	  	52
	SECTION 4.08.	  	Limitation on Line of Business	  	54
	SECTION 4.09.	  	Limitation on Co-Issuer	  	54
	SECTION 4.10.	  	Change of Control	  	54
	SECTION 4.11.	  	Limitation on Liens	  	55
	SECTION 4.12.	  	Limitation on Sale/Leaseback Transactions	  	55
	SECTION 4.13.	  	Future Subsidiary Guarantors	  	56
	SECTION 4.14.	  	Compliance Certificate	  	56


					
	SECTION 4.15.	  	  Further Instruments and Acts 	  	Error! Bookmark not defined.


					
			
		  	Article 5	  	
			
		  	Successor Company	  	
			
	SECTION 5.01.	  	When Company May Merge or Transfer Assets	  	57
			
		  	Article 6	  	
			
		  	Defaults and Remedies	  	
			
	SECTION 6.01.	  	Events of Default	  	59
	SECTION 6.02.	  	Acceleration	  	61
	SECTION 6.03.	  	Other Remedies	  	62
	SECTION 6.04.	  	Waiver of Past Defaults	  	62
	SECTION 6.05.	  	Control by Majority	  	62
	SECTION 6.06.	  	Limitation on Suits	  	62
	SECTION 6.07.	  	Rights of Holders to Receive Payment	  	63
	SECTION 6.08.	  	Collection Suit by Trustee	  	63
	SECTION 6.09.	  	Trustee May File Proofs of Claim	  	63
	SECTION 6.10.	  	Priorities	  	63
	SECTION 6.11.	  	Undertaking for Costs	  	64
	SECTION 6.12.	  	Waiver of Stay or Extension Laws	  	64
			
		  	Article 7	  	
			
		  	Trustee	  	
			
	SECTION 7.01.	  	Duties of Trustee	  	64
	SECTION 7.02.	  	Rights of Trustee	  	65
	SECTION 7.03.	  	Individual Rights of Trustee	  	66
	SECTION 7.04.	  	Trustee’s Disclaimer	  	66

  

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	SECTION 7.05.	  	Notice of Defaults	  	66
	SECTION 7.06.	  	Reports by Trustee to Holders	  	66
	SECTION 7.07.	  	Compensation and Indemnity	  	67
	SECTION 7.08.	  	Replacement of Trustee	  	67
	SECTION 7.09.	  	Successor Trustee by Merger	  	68
	SECTION 7.10.	  	Eligibility; Disqualification	  	69
	SECTION 7.11.	  	Preferential Collection of Claims Against the Issuers	  	69
			
		  	Article 8	  	
			
		  	Discharge of Indenture; Defeasance	  	
			
	SECTION 8.01.	  	Discharge of Liability on Securities; Defeasance	  	69
	SECTION 8.02.	  	Conditions to Defeasance	  	70
	SECTION 8.03.	  	Application of Trust Money	  	71
	SECTION 8.04.	  	Repayment to Issuers	  	71
	SECTION 8.05.	  	Indemnity for Government Obligations	  	72
	SECTION 8.06.	  	Reinstatement	  	72
			
		  	Article 9	  	
			
		  	Amendments	  	
			
	SECTION 9.01.	  	Without Consent of Holders	  	72
	SECTION 9.02.	  	With Consent of Holders	  	73
	SECTION 9.03.	  	Compliance with Trust Indenture Act	  	74
	SECTION 9.04.	  	Revocation and Effect of Consents and Waivers	  	74
	SECTION 9.05.	  	Notation on or Exchange of Securities	  	75
	SECTION 9.06.	  	Trustee to Sign Amendments	  	75
	SECTION 9.07.	  	Payment for Consent	  	75
			
		  	Article 10	  	
			
		  	Subsidiary Guarantees	  	
			
	SECTION 10.01.	  	Guarantees	  	75
	SECTION 10.02.	  	Limitation on Liability	  	77
	SECTION 10.03.	  	Successors and Assigns	  	77
	SECTION 10.04.	  	No Waiver	  	77
	SECTION 10.05.	  	Modification	  	78
	SECTION 10.06.	  	Release of Subsidiary Guarantor	  	78
	SECTION 10.07.	  	Contribution	  	79
			
		  	Article 11	  	
			
		  	Miscellaneous	  	
			
	SECTION 11.01.	  	Trust Indenture Act Controls	  	79

  

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	SECTION 11.02.	  	Notices	  	79
	SECTION 11.03.	  	Communication by Holders with Other Holders	  	79
	SECTION 11.04.	  	Certificate and Opinion as to Conditions Precedent	  	80
	SECTION 11.05.	  	Statements Required in Certificate or Opinion	  	80
	SECTION 11.06.	  	When Securities Disregarded	  	80
	SECTION 11.07.	  	Rules by Trustee, Paying Agent and Registrar	  	81
	SECTION 11.08.	  	Legal Holidays	  	81
	SECTION 11.09.	  	Governing Law	  	81
	SECTION 11.10.	  	No Recourse Against Others	  	81
	SECTION 11.11.	  	Successors	  	81
	SECTION 11.12.	  	Multiple Originals	  	81
	SECTION 11.13.	  	Table of Contents; Headings	  	81

  

			
	Rule 144A/Regulation S/IAI Appendix
		
	Exhibit 1 –	 	Form of Initial Security
		
	Exhibit A –	 	Form of Exchange Security or Private Exchange Security

  

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 INDENTURE dated as of December 23, 2009, among AQUILEX HOLDINGS LLC, a
Delaware limited liability company (the “Company”), AQUILEX FINANCE CORP., a Delaware corporation (the “Co-Issuer”, together with the Company, the “Issuers”), each of the Guarantors named herein, as Guarantors, and
WILMINGTON TRUST FSB (the “Trustee”). 
 Each party agrees as follows for the benefit of the other parties and for the
equal and ratable benefit of the Holders (as defined below) of the Issuers’ Initial Securities, Exchange Securities and Private Exchange Securities (in each case, as defined in the Rule 144A/Regulation S/IAI Appendix attached hereto,
collectively, the “Securities”): 
 Article 1 

Definitions and Incorporation by Reference 

SECTION 1.01. Definitions. 

“Additional Assets” means (1) any property, plant or equipment used in a Related Business; (2) the Equity
Interests of a Person that becomes a Restricted Subsidiary as a result of the acquisition of such Equity Interests by the Company or another Restricted Subsidiary; or (3) Equity Interests constituting a minority interest in any Person that at
such time is a Restricted Subsidiary; provided, however, that any such Restricted Subsidiary described in clause (2) or (3) above is primarily engaged in a Related Business. 

“Additional Securities” means any Securities issued under this Indenture after the Issue Date and in compliance with
Sections 2.13 and 4.03, it being understood that any Securities issued in exchange for or replacement of any Initial Security issued on the Issue Date shall not be an Additional Security, including any such Securities issued pursuant to a
Registration Rights Agreement. 
 “Adjusted Treasury Rate” means, with respect to any redemption date,
(i) the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15(519)” or any successor publication which is published
weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the
maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after December 15, 2013, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be
determined and the Adjusted Treasury Rate shall be interpolated or extrapolated from such yields on a straight-line basis, rounding to the nearest month) or (ii) if such release (or any successor release) is not published during the week









 
preceding the calculation date or does not contain such yields, the rate per year equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue (expressed as a percentage
of its principal amount) equal to the Comparable Treasury Price for such redemption date, in each case calculated on the third Business Day immediately preceding the redemption date, plus 0.50%. 

“Affiliate” of any specified Person means any other Person, directly or indirectly, controlling or controlled by or
under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing. 

“Applicable Premium” means with respect to a Security at any redemption date, the greater of (i) 1.00% of the
principal amount of such Security at such time and (ii) the excess of (A) the present value at such redemption date of (1) the redemption price of such Security on December 15, 2013 (such redemption price being described in the
second paragraph of section 5 of the Securities exclusive of any accrued interest) plus (2) all required remaining scheduled interest payments due on such Security through December 15, 2013 (but excluding accrued and unpaid interest to the
redemption date), computed using a discount rate equal to the Adjusted Treasury Rate, over (B) the principal amount of such Security on such redemption date. 

“Asset Disposition” means any sale, lease, transfer or other disposition (or series of related sales, leases, transfers
or dispositions) by the Company or any Restricted Subsidiary, including any disposition by means of a merger, consolidation or similar transaction (each referred to for the purposes of this definition as a “disposition”), of:

 (1) any Equity Interests of a Restricted Subsidiary (other than directors’ (or similar persons)
qualifying shares or shares required by applicable law to be held by a Person other than the Company or a Restricted Subsidiary); or 

(2) all or substantially all the assets of any division or line of business of the Company or any Restricted Subsidiary;
or 
 (3) any other assets of the Company or any Restricted Subsidiary outside of the ordinary course of business
of the Company or such Restricted Subsidiary 
 other than, in the case of clauses (1), (2) and (3) above, (A) a disposition
by a Restricted Subsidiary to the Company or by the Company or a Restricted Subsidiary to a Restricted Subsidiary; (B) for purposes of Section 4.06 only, (x) a disposition that constitutes a Restricted Payment (or would
constitute a Restricted Payment but for the exclusions from the definition thereof) and that is not prohibited by Section 4.04, and (y) a disposition of all or substantially all the assets of the Company in accordance with
Section 5.01; (C) a disposition of assets with a Fair Market Value of less than $5.0 million; (D) a disposition 

 

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of cash or Cash Equivalents; (E) the disposition of equipment, inventory (including raw materials, work-in-progress and finished goods), accounts receivable or other assets or rights in the
ordinary course of business, including any excess, obsolete, damaged, worn-out or surplus assets no longer used or useful in the conduct of business as then being conducted; (F) the license or sub-license of patents, trademarks, copyrights,
know-how, process technology or other intellectual property to third Persons by the Company or the Restricted Subsidiaries, so long as the Company or such Restricted Subsidiary retain the right to use such licensed property in a manner consistent
with its use at the time of such license or sublicense; and (G) the creation of a Lien (but not the sale or other disposition of the property subject to such Lien). 

“Attributable Debt” in respect of a Sale/Leaseback Transaction means, as at the time of determination, the present value
of the total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale/Leaseback Transaction (including any period for which such lease has been extended); provided, however, that if
such Sale/Leaseback Transaction results in a Capital Lease Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the definition of “Capital Lease Obligation.” Such present value shall be
calculated using a discount rate equal to the rate of interest implicit in such transaction determined in accordance with GAAP (or, in the absence thereof, the original yield to maturity of the Securities issued on the Issue Date). 

“Average Life” means, as of the date of determination, with respect to any Indebtedness, the quotient obtained by
dividing: 
 (1) the sum of the products of the numbers of years from the date of determination to the dates of
each successive scheduled principal payment of or redemption or similar payment with respect to such Indebtedness multiplied by the amount of such payment by 

(2) the sum of all such payments. 

“Board of Managers” means, as to any Person, the board of managers, board of directors or other similar body or Person
performing a similar function or any duly authorized committee thereof. 
 “Business Day” means each day which
is not a Legal Holiday. 
 “Capital Lease Obligation” means an obligation that is required to be classified and
accounted for as a capital lease for financial reporting purposes in accordance with GAAP, and the amount of Indebtedness represented by such obligation shall be the capitalized amount of such obligation determined in accordance with GAAP; and the
Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty. For purposes of
Section 4.11, a Capital Lease Obligation will be deemed to be secured by a Lien on the property being leased. 
  

 3 









 “Capital Stock” means: 

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

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

“Cash Equivalent” means any of the following: 

(1) any investment in direct obligations of the United States of America or any agency thereof or obligations guaranteed
by the United States of America or any agency thereof; 
 (2) investments in demand and time deposit accounts,
certificates of deposit and money market deposits maturing within 180 days of the date of acquisition thereof issued by a bank or trust company which is organized under the laws of the United States of America, any State thereof or any foreign
country recognized by the United States of America, and which bank or trust company has capital, surplus and undivided profits aggregating in excess of $50.0 million (or the foreign currency equivalent thereof) and has outstanding debt which is
rated “A” (or such similar equivalent rating) or higher by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act) or any money-market fund sponsored by a registered broker
dealer or mutual fund distributor; 
 (3) repurchase obligations with a term of not more than 30 days for
underlying securities of the types described in clause (1) above entered into with a bank meeting the qualifications described in clause (2) above; 

(4) investments in commercial paper, maturing not more than one year after the date of acquisition, issued by a
corporation (other than an Affiliate of the Company) organized and in existence under the laws of the United States of America or any foreign country recognized by the United States of America with a rating at the time as of which any investment
therein is made of “P-1” (or higher) according to Moody’s Investors Service, Inc. or “A-1” (or higher) according to Standard & Poor’s Ratings Group; 

(5) investments in securities with maturity of six months or less from the date of acquisition issued or fully guaranteed
by any state, commonwealth or territory of the United States of America, or by any political subdivision or taxing authority thereof, and rated at least “A” by Standard & Poor’s Ratings Group or “A” by Moody’s
Investors Service, Inc.; 
  

 4 









 (6) eligible banker’s acceptances, repurchase agreements and tax-exempt
municipal bonds having a maturity of less than one year, in each case having a rating of, or evidencing the full recourse obligation of a Person whose senior debt is rated at least “A” by Standard & Poor’s and at least
“A2” by Moody’s; and 
 (7) investments in money market funds that invest substantially all their
assets in securities of the types described in clauses (1) through (6) above. 
 “Change of Control” means
the occurrence of any of the following events: 
 (1) the Company becomes aware that any “person” or
“group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than one or more Permitted Holders, is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange
Act), directly or indirectly, of more than 50% of the total voting power of the Voting Stock of the Company; provided, however, that for purposes of this clause (1) such other Person shall be deemed to have “beneficial
ownership” of any Voting Stock of a Person held by any other Person (the “parent entity”), if such other Person is the beneficial owner (as defined above in this clause (1)), directly or indirectly, of more than 50% of the voting
power of the Voting Stock of such parent entity; 
 (2) at any time following the date on which the Permitted
Holders own less than 50% of the total voting power of the Voting Stock of the Company (the “Reduction Date”), individuals who on the Reduction Date constituted the Board of Managers of the Company or Parent (together with any new managers
or directors whose election by such Board of Managers of the Company or Parent or whose nomination for election by the members or shareholders of the Company or Parent, as the case may be, was approved by a vote of a majority of the managers or
directors of the Company or Parent, as the case may be, then still in office who were either managers, directors or other members of the Board of Managers on the Issue Date or whose election or nomination for election was previously so approved)
cease for any reason to constitute a majority of the Board of Managers of the Company or Parent then in office; 

(3) the adoption of a plan relating to the liquidation or dissolution of the Company; or 

(4) the merger or consolidation of the Company with or into another Person or the merger of another Person with or into
the Company, or the sale of all or substantially all the assets of the Company (determined on a consolidated basis) to another Person other than (i) a transaction in which the survivor or transferee is a Person that is controlled by the
Permitted Holders or (ii) a transaction following which (A) in the case of a merger or consolidation 
  

 5 









 
transaction, holders of securities that represented 100% of the Voting Stock of the Company immediately prior to such transaction (or other securities into which such securities are converted as
part of such merger or consolidation transaction) own directly or indirectly at least a majority of the voting power of the Voting Stock of the surviving Person in such merger or consolidation transaction immediately after such transaction and
(B) in the case of a sale of assets transaction, each transferee becomes an obligor in respect of the Securities and a Subsidiary of the transferor of such assets. 

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

“Co-Issuer” means the party named as such in this Indenture until a successor replaces it and, thereafter, means the
successor. 
 “Company” means the party named as such in this Indenture until a successor replaces it and,
thereafter, means the successor and, for purposes of any provision contained herein and required by the TIA, each other obligor on the indenture securities. 

“Comparable Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having a
maturity comparable to the remaining term of the Notes from the redemption date to December 15, 2013, that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt
securities of a maturity most nearly equal to December 15, 2013. 
 “Comparable Treasury Price” means,
with respect to any redemption date, if clause (ii) of the Adjusted Treasury Rate is applicable, the average of three, or such lesser number as is obtained by the Trustee, Reference Treasury Dealer Quotations for such redemption date.

 “Consolidated Coverage Ratio” as of any date of determination for any period means the ratio of (x) the
aggregate amount of EBITDA for such period to (y) Consolidated Interest Expense for such period; provided, however, that: 

(1) if the Company or any Restricted Subsidiary has Incurred any Indebtedness (other than ordinary working capital
borrowings) subsequent to the commencement of the period for which the Consolidated Coverage Ratio is being calculated and on or prior to the date as of which the Consolidated Coverage Ratio is being determined (the “Calculation
Date”) that remains outstanding or if the transaction giving rise to the need to calculate the Consolidated Coverage Ratio is an Incurrence of Indebtedness, or both, EBITDA and Consolidated Interest Expense for such period shall be
calculated after giving effect on a pro forma basis to such Indebtedness as if such Indebtedness had been Incurred on the first day of such period; 

(2) if the Company or any Restricted Subsidiary has repaid, repurchased, defeased or otherwise discharged any Indebtedness
since the beginning of such period or if any Indebtedness is to be repaid, repurchased, 
  

 6 









 
defeased or otherwise discharged (in each case other than Indebtedness Incurred under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced)
on the date of the transaction giving rise to the need to calculate the Consolidated Coverage Ratio, EBITDA and Consolidated Interest Expense for such period shall be calculated on a pro forma basis as if such discharge had occurred on the
first day of such period and as if the Company or such Restricted Subsidiary had not earned the interest income actually earned during such period in respect of cash or Cash Equivalents used to repay, repurchase, defease or otherwise discharge such
Indebtedness; 
 (3) if since the beginning of such period the Company or any Restricted Subsidiary shall have
made any Asset Disposition, EBITDA for such period shall be reduced by an amount equal to EBITDA (if positive) directly attributable to the assets which are the subject of such Asset Disposition for such period, or increased by an amount equal to
EBITDA (if negative), directly attributable thereto for such period and Consolidated Interest Expense for such period shall be reduced by an amount equal to the Consolidated Interest Expense directly attributable to any Indebtedness of the Company
or any Restricted Subsidiary repaid, repurchased, defeased or otherwise discharged with respect to the Company and its continuing Restricted Subsidiaries in connection with such Asset Disposition for such period (or, if the Equity Interests of any
Restricted Subsidiary is sold, the Consolidated Interest Expense for such period directly attributable to the Indebtedness of such Restricted Subsidiary to the extent the Company and its continuing Restricted Subsidiaries are no longer liable for
such Indebtedness after such sale); 
 (4) if since the beginning of such period the Company or any Restricted
Subsidiary (by merger or otherwise) shall have made an Investment in any Restricted Subsidiary (or any Person which becomes a Restricted Subsidiary) or an acquisition of assets, including any acquisition of assets occurring in connection with a
transaction requiring a calculation to be made hereunder, which constitutes all or substantially all of an operating unit of a business, EBITDA and Consolidated Interest Expense for such period shall be calculated after giving pro forma
effect thereto (including the Incurrence of any Indebtedness) as if such Investment or acquisition had occurred on the first day of such period; and 

(5) if since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged with
or into the Company or any Restricted Subsidiary since the beginning of such period) shall have made any Asset Disposition, any Investment or acquisition of assets that would have required an adjustment pursuant to clause (3) or (4) above
if made by the Company or a Restricted Subsidiary during such period, EBITDA and Consolidated Interest Expense for such period shall be calculated after giving pro forma effect thereto as if such Asset Disposition, Investment or acquisition
had occurred on the first day of such period. 
  

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 For purposes of this definition, whenever pro forma effect is to be given to an acquisition of
assets, the amount of income or earnings relating thereto and the amount of Consolidated Interest Expense associated with any Indebtedness Incurred in connection therewith, the pro forma calculations shall be determined in good faith by a
responsible financial or accounting Officer of the Company. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date
of determination had been the applicable rate for the entire period (taking into account any Interest Rate Agreement applicable to such Indebtedness if such Interest Rate Agreement has a remaining term in excess of 12 months). If any
Indebtedness is incurred under a revolving credit facility and is being given pro forma effect, the interest on such Indebtedness shall be calculated based on the average daily balance of such Indebtedness for the four fiscal quarters (taking
into account any interest rate option, swap, cap or similar agreement applicable to such Indebtedness), provided such Indebtedness was not incurred to make an Investment. 

“Consolidated Interest Expense” means, for any period, the consolidated interest expense of the Company and its
consolidated Restricted Subsidiaries for such period, on a consolidated basis determined in accordance with GAAP, plus, to the extent not included in consolidated interest expense, and to the extent incurred by the Company or its Restricted
Subsidiaries, without duplication: 
 (1) interest expense attributable to Capital Lease Obligations; 

(2) any amortization of debt discount and debt issuance cost (other than original issue discount with respect to the
Credit Agreement in effect on the Issue Date or the Securities issued on the Issue Date); 
 (3) capitalized
interest; 
 (4) non-cash interest expense; 

(5) commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance
financing; 
 (6) net payments pursuant to Hedging Obligations; 

(7) dividends accrued in respect of all Disqualified Stock of the Company and all Preferred Stock of any Restricted
Subsidiary, in each case, held by Persons other than the Company or a Wholly Owned Subsidiary (other than dividends payable solely in Equity Interests (other than Disqualified Stock) of the Company); provided, however, that such
dividends will be multiplied by a fraction, the numerator of which is one and the denominator of which is one minus the effective combined tax rate of the issuer of such Preferred Stock (expressed as a decimal) for such period (as estimated by the
chief financial officer of the Company in good faith); 
 (8) interest incurred in connection with Investments in
discontinued operations; 
  

 8 









 (9) interest accruing on any Indebtedness of any other Person to the extent
such Indebtedness is Guaranteed by (or secured by the assets of) the Company or any Restricted Subsidiary; and 

(10) the cash contributions to any employee stock ownership plan or similar trust to the extent such contributions are
used by such plan or trust to pay interest or fees to any Person (other than the Company) in connection with Indebtedness Incurred by such plan or trust. 

For purposes of this definition, interest on Capital Lease Obligations shall be deemed to accrue at an interest rate reasonably determined by such Person
to be the interest implicit in such Capital Lease Obligations in accordance with GAAP. 
 “Consolidated Net
Income” means, with respect to the Company and its Subsidiaries, the aggregate of the Net Income of the Company and its Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided,
however, that there shall be excluded: 
 (1) the Net Income (but not loss, except to the extent of the
Fair Market Value of any Investment made in such Person by the Company or any Restricted Subsidiary during such period) of any Person (other than the Company) if such Person is not a Restricted Subsidiary, except that subject to the exclusion
contained in clause (4) below, the Company’s equity in the net income of any such Person for such period shall be included in such Consolidated Net Income up to (i) the aggregate amount of cash actually paid by such Person during such
period or (ii) in the case such Person is an Unrestricted Subsidiary, the aggregate amount that is 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) to be paid by such Person during such period (and is reasonably expected to be able to continue to be paid by such Person) to the Company or a
Restricted Subsidiary as a dividend or distribution or as a return on an Investment (subject, in the case of any amount paid to a Restricted Subsidiary, to the limitations contained in clause (3) below); 

(2) any net income (or loss) of any Person acquired by the Company or a Subsidiary in a pooling of interests transaction
(or any transaction accounted for in a manner similar to a pooling of interests) for any period prior to the date of such acquisition; 

(3) the Net Income of any Restricted Subsidiary will be excluded to the extent that the declaration or payment of
dividends or similar distributions by that Restricted Subsidiary to that specified Person or another Restricted Subsidiary of such Person 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,
except that: 
  

 9 









 (A) subject to the exclusion contained in clause (4) below, the
Company’s equity in the net income of any such Restricted Subsidiary for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash that actually was distributed by such Restricted Subsidiary during such
period to the Company or another Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution paid to another Restricted Subsidiary, to the limitation contained in this clause); and 

(B) the Company’s equity in a net loss of any such Person for such period shall be included in determining such
Consolidated Net Income; 
 (4) any gain (or loss) realized upon the sale or other disposition of any assets of
the Company, its consolidated Subsidiaries or any other Person (including pursuant to any sale and leaseback arrangement) which is not sold or otherwise disposed of in the ordinary course of business and any gain or loss realized upon the sale or
other disposition of any Equity Interests of any Person; 
 (5) the following non-cash items: 

 

	 	(i)	any extraordinary gains, losses or charges; 

  

	 	(ii)	the cumulative effect of any change in accounting principles; 

  

	 	(iii)	any net after-tax gain (or loss) attributable to the early extinguishment or conversion of Indebtedness; 


 

	 	(iv)	the write-off of any debt issuance costs; 

  

	 	(v)	any non-cash impairment charges relating to goodwill or intangible assets; 


 

	 	(vi)	any non-cash SFAS 133 income (or loss) relating to hedging activities; 


 

	 	(vii)	any income (or loss) from discontinued operations; 

  

	 	(viii)	any non-cash expense or gain related to recording of the fair market value of Interest Rate Agreements, Currency Agreements and commodity agreements entered into, in
each case, in the ordinary course of business and not for speculative purposes; 

  

 10 










	 	(ix)	any unrealized foreign currency transaction gains or losses in respect of Indebtedness of any Person denominated in a currency other than the functional currency of
such Person; 

  

	 	(x)	any non-cash expense related to the establishment of allowances or reserves under the application of SFAS 109 attributable to the recognition of deferred tax assets;
and 

  

	 	(xi)	any non-cash expense or charge incurred in connection with the issuance, exercise, cancellation or appreciation of options and other equity grants in Capital Stock,


 in each case, for such period; provided, however, that any Tax Payments made pursuant to Section 4.04(b)(10)
are treated as an income tax expense by the Company. Notwithstanding the foregoing, for the purposes of Section 4.04 only, there shall be excluded from Consolidated Net Income any repurchases, repayments or redemptions of Investments, proceeds
realized on the sale of Investments or return of capital to the Company or a Restricted Subsidiary to the extent such repurchases, repayments, redemptions, proceeds or returns increase the amount of Restricted Payments permitted under
Section 4.04(a)(3)(D). 
 “Consolidated Secured Indebtedness” means, as of any date of determination, an
amount equal to the Consolidated Total Indebtedness as of such date that is then secured by Liens on property or assets of the Company or any Restricted Subsidiary plus, the aggregate additional Indebtedness in excess of $50.0 million that the
Company could Incur as of such date pursuant to Section 4.03(b)(1). 
 “Consolidated Secured Leverage
Ratio” means, as of any date of determination, the ratio of (a) Consolidated Secured Indebtedness to (b) the aggregate amount of EBITDA for the Company’s most recently ended four full fiscal quarters for which internal
financial statements are available, in each case with such pro forma adjustments to Consolidated Secured Indebtedness and EBITDA as are consistent with the pro forma adjustment provisions set forth in the definition of Consolidated Coverage
Ratio; provided, however, that for purposes of the calculation of the Consolidated Secured Leverage Ratio, in connection with the Incurrence of any Lien pursuant to clause (18) of the definition of “Permitted Liens,” the
Company or its Restricted Subsidiaries may elect, pursuant to an Officers’ Certificate delivered to the Trustee, to treat all or any portion of the commitment under any Indebtedness which is to be secured by such Lien as being Incurred at such
time and any subsequent Incurrence of Indebtedness under such commitment shall not be deemed, for purposes of this calculation, to be an Incurrence at such subsequent time. 

“Consolidated Total Indebtedness” means, as of any date of determination, an amount equal to the aggregate amount of all
outstanding Indebtedness of the Company and its Restricted Subsidiaries on a consolidated basis. 
  

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 “Credit Agreement” means the Credit Agreement dated as of December 15,
2008, among the Company, Royal Bank of Canada, as administrative agent and collateral agent, Siemens Financial Services, Inc., as documentation agent and the lenders party thereto, including any related notes, guarantees, collateral documents,
instruments and agreements executed in connection therewith, as amended from time to time. 
 “Credit
Facilities” means one or more debt facilities or agreements (including the Credit Agreement), commercial paper facilities, securities purchase agreements, indentures or similar agreements, in each case, with banks or other institutional
lenders or investors providing for, or acting as initial purchasers of, revolving loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders
against such receivables), letters of credit or the issuance and sale of securities including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, and, in each case, as amended, restated,
replaced (whether upon or after termination or otherwise), Refinanced, supplemented, modified or otherwise changed (in whole or in part, and without limitation as to amount, terms, conditions, covenants and other provisions) from time to time.

 “Currency Agreement” means any foreign exchange contract, currency swap agreement or other agreements or
arrangements with respect to currency values or currency exchange rates. 
 “Default” means any event which is,
or after notice or passage of time or both would be, an Event of Default. 
 “Designated Non-cash
Consideration” means the Fair Market Value of non-cash consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Disposition that is so designated as Designated Non-cash Consideration pursuant
to an Officers’ Certificate setting forth the basis of such valuation, less the amount of Cash Equivalents received in connection with a subsequent sale of such Designated Non-cash Consideration. 

“Disqualified Stock” means, with respect to any Person, any Equity Interests which by its terms (or by the terms of any
security into which it is convertible or for which it is exchangeable at the option of the holder) or upon the happening of any event: 

(1) matures or is mandatorily redeemable (other than redeemable only for Equity Interests of such Person which is not
itself Disqualified Stock) pursuant to a sinking fund obligation or otherwise; 
 (2) is convertible or
exchangeable at the option of the holder for Indebtedness or Disqualified Stock; or 
 (3) is mandatorily
redeemable or must be purchased upon the occurrence of certain events or otherwise, in whole or in part; 
  

 12 









 
in each case on or prior to a date that is 91 days after the Stated Maturity of the Securities. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified
Stock solely because the holders of the Capital Stock have the right to require the Company to repurchase such Capital Stock upon the occurrence of a Change of Control or an Asset Disposition will not constitute Disqualified Stock if the terms of
such Capital Stock provide that the Company may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with Section 4.04. 

“Domestic Restricted Subsidiary” means any Restricted Subsidiary other than a Foreign Subsidiary. 

“Domestic Subsidiary” means any Subsidiary of the Company that is organized under the laws of the United States of
America, any state thereof or the District of Columbia. 
 “EBITDA” for any period means the sum of
Consolidated Net Income, plus the following to the extent deducted in calculating such Consolidated Net Income (without duplication): 

(1) all income tax expense of the Company and its consolidated Restricted Subsidiaries, including any applicable Tax
Payments deducted; 
 (2) Consolidated Interest Expense; 

(3) depreciation, amortization (including amortization of goodwill, financing costs and other intangibles but excluding
amortization of prepaid expenses that were paid in cash in a prior period) of the Company and its Restricted Subsidiaries for such period; 

(4) all other non-cash charges of the Company and its consolidated Restricted Subsidiaries, including any non-cash charges
arising from any Interest Rate Agreement or Currency Agreement or with respect to the issuance, exercise, cancellation or appreciation of options, other grants or post-employment benefits in connection with Equity Interests, but excluding, in each
case, any such non-cash charge to the extent that it represents an accrual of or reserve for cash expenditures in any future period; 

(5) any expenses (including fees) or charges relating to any public or private sale of Capital Stock of the Company or its
Restricted Subsidiaries, acquisition, Investment, discharge of securities registration obligations or Indebtedness permitted to be incurred under this Indenture (in each case whether or not consummated) or to the Transactions; 

(6) to the extent covered by insurance and actually reimbursed (or the Company has determined that there exists with
reasonable evidence that such amount will be reimbursed by the insurer and such amount is not denied by the applicable insurer in writing within 180 days and is reimbursed within 365 days

  

 13 









 
of the date of such evidence (with a deduction in any future calculation of EBITDA for any amount so added back to the extent so reimbursed within such 365-day period)), any expenses with respect
to liability or casualty events or business interruption; 
 (7) the amount of any minority interest expense;

 (8) any non-cash compensation charge in such period arising from any grant of stock, stock options or other
equity-based award; 
 (9) any non-cash pension and other post-employment benefit expense deducted in such period
in computing Consolidated Net Income; 
 (10) any non-cash decrease in consolidated GAAP revenue resulting from
purchase accounting in connection with any acquisitions permitted hereunder less any non-cash increase in consolidated GAAP revenue resulting from purchase accounting in connection with acquisitions permitted hereunder; 

(11) any extraordinary, unusual or non-recurring losses, charges and expenses deducted in such period in calculating
Consolidated Net Income; 
 (12) any other non-cash charges, including any write off or write downs, reducing
Consolidated Net Income for such period; and 
 (13) the amount of any restructuring charge, including one-time
costs incurred in connection with acquisitions after the Issue Date and costs related to the closure and/or consolidation of facilities; 

in each case determined on a consolidated basis in accordance with GAAP, less all non-cash items increasing Consolidated Net Income for
such period other than accruals of revenue by the Company and its consolidated Restricted Subsidiaries in the ordinary course of business, in each case determined on a consolidated basis in accordance with GAAP; 

in each case for such period. Notwithstanding the foregoing, the provision for taxes based on the income or profits of, and the depreciation and
amortization and non-cash charges of, a Restricted Subsidiary shall be added to Consolidated Net Income to compute EBITDA only to the extent (and in the same proportion, including by reason of minority interests) that the net income or loss of such
Restricted Subsidiary was included in calculating Consolidated Net Income. 
 “Equity Interests” means Capital
Stock and all warrants, options or other rights to acquire Capital Stock, but excluding any debt security that is convertible into, or exchangeable for, Capital Stock. 

“Equity Offering” means a public or private sale either of (1) Capital Stock (other than Disqualified Stock and any
other Preferred Stock) of the Company or (2) Capital Stock (other than Disqualified Stock and any other Preferred Stock) of a direct 

 

 14 









 
or indirect parent of the Company (other than to the Company or a Subsidiary of the Company) but only to the extent the Net Cash Proceeds therefrom have been contributed to the Company as a
capital contribution. 
 “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended. 

“Fair Market Value” means, with respect to any asset or property, the price which could be negotiated in an
arm’s-length, free market transaction, for cash, between a willing seller and a willing buyer, neither of whom is under undue pressure or compulsion to complete the transaction. Fair Market Value will be determined (x) for amounts
exceeding $10.0 million in good faith by the Board of Managers of the Company and (y) for amounts less than $10.0 million in good faith by the Company; provided, however, that for purposes of
Section 4.04 (a)(3)(B), if the Fair Market Value of the property or assets in question is so determined to be in excess of $10.0 million and is received from an Affiliate of the Company, such determination must be confirmed by an
Independent Qualified Party. For purposes of determining the Fair Market Value of Capital Stock, the value of the Capital Stock of a Person shall be based upon such Person’s property and assets, exclusive of goodwill or any similar intangible
asset. 
 “Foreign Subsidiary” means any Restricted Subsidiary of the Company that is not organized under the
laws of the United States of America or any State thereof or the District of Columbia. 
 “GAAP” means
generally accepted accounting principles in the United States of America as in effect as of the Issue Date. 

“Guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any
Indebtedness of any Person and any obligation, direct or indirect, contingent or otherwise, of such Person: 

(1) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness of such Person
(whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take-or-pay or to maintain financial statement conditions or otherwise); or 

(2) entered into for the purpose of assuring in any other manner the obligee of such Indebtedness of the payment thereof
or to protect such obligee against loss in respect thereof (in whole or in part); 
 provided, however, that the term
“Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The term “Guarantee” used as a verb has a corresponding meaning. The term “Guarantor” shall mean any Person
Guaranteeing any obligation. 
 “Guarantee Agreement” means a supplemental indenture, in a form satisfactory to
the Trustee, pursuant to which a Subsidiary Guarantor guarantees the Issuers’ obligations with respect to the Securities on the terms provided for in this Indenture. 
  


 15 









 “Hedging Obligations” of any Person means the obligations of such Person
pursuant to any Interest Rate Agreement or Currency Agreement. 
 “Holder” or “Securityholder”
means the Person in whose name a Security is registered on the Registrar’s books. 
 “Immaterial
Subsidiary” means each Subsidiary of the Company that has been designated by the Company in writing to the Trustee as an “Immaterial Subsidiary” for such purposes (and not redesignated as a Material Subsidiary by the Company);
provided that at no time shall the Total Assets of all Immaterial Subsidiaries (other than Foreign Subsidiaries), in the aggregate, be equal to or exceed 2.5% of the Total Assets of the Company and its Restricted Subsidiaries. 

“Incur” means issue, assume, Guarantee, incur or otherwise become liable for; provided, however, that any
Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Person at the time it becomes a Restricted Subsidiary. The
term “Incurrence” when used as a noun shall have a correlative meaning. Solely for purposes of determining compliance with Section 4.03: 

(1) amortization of debt discount or the accretion of principal with respect to a non-interest bearing or other discount
security; 
 (2) the payment of regularly scheduled interest in the form of additional Indebtedness of the same
instrument or the payment of regularly scheduled dividends on Equity Interests in the form of additional Equity Interests of the same class and with the same terms; and 

(3) the obligation to pay a premium in respect of Indebtedness arising in connection with the issuance of a notice of
redemption or the making of a mandatory offer to purchase such Indebtedness will not be deemed to be the Incurrence of Indebtedness. 

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

(1) the principal in respect of (A) indebtedness of such Person for money borrowed and (B) indebtedness
evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable, including, in each case, any premium on such indebtedness to the extent such premium has become due and payable;

 (2) all Capital Lease Obligations of such Person and all Attributable Debt in respect of Sale/Leaseback
Transactions entered into by such Person; 
  

 16 









 (3) all obligations of such Person issued or assumed as the deferred
purchase price of property due more than six months after such property is acquired, all conditional sale obligations of such Person and all obligations of such Person under any title retention agreement (but excluding any accounts payable or other
liability to trade creditors arising in the ordinary course of business); 
 (4) all obligations of such Person
for the reimbursement of any obligor on any letter of credit, bankers’ acceptance or similar credit transaction (other than obligations with respect to letters of credit securing obligations (but excluding obligations described in clauses
(1) through (3) above) entered into in the ordinary course of business of such Person to the extent such letters of credit are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than the tenth Business
Day following payment on the letter of credit); 
 (5) the amount of all obligations of such Person with respect
to the redemption, repayment or other repurchase of any Disqualified Stock of such Person or, with respect to any Preferred Stock of any Subsidiary of such Person, the amount of such Preferred Stock to be determined in accordance with this Indenture
(but excluding, in each case, any accrued dividends); 
 (6) all Guarantees of such Person of obligations of the
type referred to in clauses (1) through (5) or dividends of other Persons; 
 (7) all obligations of
the type referred to in clauses (1) through (6) of other Persons secured by any Lien on any property or asset of such Person (whether or not such obligation is assumed by such Person), the amount of such obligation being deemed to be the
lesser of the Fair Market Value of such property or assets and the amount of the obligation so secured; and 

(8) to the extent not otherwise included in this definition, Hedging Obligations of such Person. 

Notwithstanding the foregoing, in connection with the purchase by the Company or any Restricted Subsidiary of any business, the term
“Indebtedness” will exclude post-closing payment adjustments to which the seller may become entitled to the extent such payment is determined by a final closing balance sheet or such payment depends on the performance of such business
after the closing; provided, however, that, at the time of closing, the amount of any such payment is not determinable and, to the extent such payment thereafter becomes fixed and determined, the amount is paid within 30 days
thereafter. 
 The amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all
unconditional obligations as described above; provided, however, that in the case of Indebtedness sold at a discount, the amount of such Indebtedness at any time will be the accreted value thereof at such time. 

 

 17 









 The amount of any Disqualified Stock or Preferred Stock that has a fixed redemption,
repayment or repurchase price will be calculated in accordance with the terms of such Disqualified Stock or Preferred Stock as if such Disqualified Stock or Preferred Stock were redeemed, repaid or repurchased on any date on which the amount of such
Disqualified Stock is to be determined pursuant to this Indenture; provided, however, that if such Disqualified Stock or Preferred Stock could not be required to be redeemed, repaid or repurchased at the time of such determination, the
redemption, repayment or repurchase price will be the book value of such Disqualified Stock or Preferred Stock as reflected in the most recent financial statements of such Person. 

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

“Independent Qualified Party” means an investment banking firm, accounting firm or appraisal firm of national standing;
provided, however, that such firm is not an Affiliate of the Company. 
 “Interest Rate
Agreement” means (1) any interest rate swap agreement (whether from fixed to floating or from floating to fixed), interest rate cap agreement and interest rate collar agreements; and (2) other agreements meant to manage interest
rate risk. 
 “Investment” in any Person means any direct or indirect advance, loan (other than advances to
customers in the ordinary course of business that are recorded as accounts receivable on the balance sheet of the lender) or other extensions of credit (including by way of Guarantee or similar arrangement) or capital contribution to (by means of
any transfer of cash or other property to others or any payment for property or services for the account or use of others), or any purchase or acquisition of Equity Interests, Indebtedness or other similar instruments issued by such Person. If the
Company or any Restricted Subsidiary issues, sells or otherwise disposes of any Equity Interests of a Person that is a Restricted Subsidiary such that, after giving effect thereto, such Person is no longer a Restricted Subsidiary, any Investment by
the Company or any Restricted Subsidiary in such Person remaining after giving effect thereto will be deemed to be a new Investment at such time. The acquisition by the Company or any Restricted Subsidiary of a Person that holds an Investment in a
third Person will be deemed to be an Investment by the Company or such Restricted Subsidiary in such third Person at such time. Except as otherwise provided for herein, the amount of an Investment shall be its Fair Market Value at the time the
Investment is made and without giving effect to subsequent changes in value. 
 For purposes of the definition of
“Unrestricted Subsidiary,” the definition of “Restricted Payment” and Section 4.04: 

(1) “Investment” shall include the portion (proportionate to the Company’s equity interest in such
Subsidiary) of the Fair Market Value of the net assets of any Subsidiary of the Company at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that, upon a

  

 18 









 
redesignation of such Subsidiary as a Restricted Subsidiary, the Company shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary equal to an amount
(if positive) equal to (A) the Company’s “Investment” in such Subsidiary at the time of such redesignation less (B) the portion (proportionate to the Company’s equity interest in such Subsidiary) of the Fair Market
Value of the net assets of such Subsidiary at the time of such redesignation; and 
 (2) any property transferred
to or from an Unrestricted Subsidiary shall be valued at its Fair Market Value at the time of such transfer, in each case as determined in good faith by the Board of Managers of the Company. 

“Issue Date” means December 23, 2009. 

“Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions are not required to be open in the
State of New York. If a payment date is a Legal Holiday at a place of payment, payment may be made at such place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue on such payment for the intervening period.

 “Lien” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any
conditional sale or other title retention agreement or lease in the nature thereof); provided that in no event shall an operating lease be deemed to constitute a lien. 

“Material Subsidiary” means, at any date of determination, each Domestic Subsidiary of the Borrower that is not an
Immaterial Subsidiary. 
 “Net Available Cash” from an Asset Disposition means cash payments received therefrom
(including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise and proceeds from the sale or other disposition of any securities received as consideration, but only as and when
received, but excluding any other consideration received in the form of assumption by the acquiring Person of Indebtedness or other obligations relating to such properties or assets or received in any other non-cash form), in each case net of:

 (1) all legal, title and recording tax expenses, commissions and other fees and expenses incurred, and all
Federal, state, provincial, foreign and local taxes required to be accrued as a liability under GAAP, as a consequence of such Asset Disposition; 

(2) all payments made on any Indebtedness which is secured by any assets subject to such Asset Disposition, in accordance
with the terms of any Lien upon or other security agreement of any kind with respect to such assets, or which must by its terms, or in order to obtain a necessary consent to such Asset Disposition, or by applicable law, be repaid out of the proceeds
from such Asset Disposition; 
  

 19 









 (3) all distributions and other payments required to be made to minority
interest holders in Restricted Subsidiaries as a result of such Asset Disposition; 
 (4) the deduction of
appropriate amounts provided by the seller as a reserve, in accordance with GAAP, against any liabilities associated with the property or other assets disposed in such Asset Disposition and retained by the Company or any Restricted Subsidiary after
such Asset Disposition; 
 (5) investment banking, consultant, legal and accounting fees and commissions;

 (6) any restructuring costs incurred in preparation for or as part of such Asset Disposition, and any employee
benefit or compensation costs (including retention services) directly attributable to such Assets Disposition; provided, however, that such costs are incurred within six months of such Asset Disposition; and 

(7) any portion of the purchase price from an Asset Disposition placed in escrow, whether as a reserve for adjustment of
the purchase price, for satisfaction of indemnities in respect of such Asset Disposition or otherwise in connection with that Asset Disposition; provided, however, that, upon the termination of that escrow, Net Available Cash will be
increased by any portion of funds in the escrow that are released to the Company or any Restricted Subsidiary. 
 “Net
Cash Proceeds”, with respect to any issuance or sale of Equity Interests or Indebtedness, means the aggregate cash proceeds of such issuance or sale net of attorneys’ fees, accountants’ fees, underwriters’ or placement
agents’ fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof. 

“Net Income” means, with respect to any Person, the net income (loss) of such Person, determined in accordance with
GAAP. 
 “Obligations” means, with respect to any Indebtedness, all obligations for principal, premium,
interest, penalties, fees, indemnifications, reimbursements and other amounts payable pursuant to the documentation governing such Indebtedness. 

“Offering Circular” means the Confidential Offering Circular dated December 16, 2009 pursuant to which the
Securities issued on the Issue Date were offered to investors. 
 “Officer” means the Chief Executive Officer,
Chief Financial Officer, Chief Operating Officer, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer, the General Counsel or the Secretary of the applicable Issuer. 

 

 20 









 “Officers’ Certificate” means a certificate signed by two Officers of
the Company. 
 “Opinion of Counsel” means a written opinion from legal counsel who is reasonably acceptable to
the Trustee. The counsel may be an employee of or counsel to the Company or the Trustee. 
 “Parent” means
Aquilex Acquisition Sub III, LLC or any other direct or indirect parent company of the Company. 
 “Permitted
Holders” means Ontario Teachers’ Pension Plan Board and its Affiliates and funds or partnerships managed by it or any of its Affiliates, but not including, however, any of their portfolio companies. Any Person or group whose
acquisition of beneficial ownership constitutes a Change of Control in respect of which a Change of Control Offer is made in accordance with the requirements of the indenture will thereafter, together with its Affiliates, constitute an additional
Permitted Holder. 
 “Permitted Investment” means an Investment by the Company or any Restricted Subsidiary in:

 (1) the Company, a Restricted Subsidiary or a Person that will, upon the making of such Investment, become a
Restricted Subsidiary; provided, however, that the primary business of such Restricted Subsidiary is a Related Business; 

(2) another Person if, as a result of such Investment, such other Person is merged, consolidated or amalgamated with or
into, or transfers or conveys all or substantially all its assets to, the Company or a Restricted Subsidiary; provided, however, that such Person’s primary business is a Related Business; 

(3) cash and Cash Equivalents; 

(4) receivables owing to the Company or any Restricted Subsidiary if created or acquired in the ordinary course of
business; provided, however, that such trade terms may include such concessionary trade terms as the Company or any such Restricted Subsidiary deems reasonable under the circumstances; 

(5) payroll, travel, moving and similar advances to cover matters that are expected at the time of such advances
ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business; 

(6) loans or advances to employees made in the ordinary course of business for bona fide business purposes in an aggregate
principal amount not to exceed $2.0 million at any one time outstanding; 
 (7) stock, obligations or securities
received in settlement of debts created in the ordinary course of business and owing to the Company or any Restricted Subsidiary or in satisfaction of judgments; 

 

 21 









 (8) any Person to the extent such Investment represents the non-cash portion
of the consideration received for (i) an Asset Disposition as permitted pursuant to Section 4.06 or (ii) a disposition of assets not constituting an Asset Disposition (including a disposition of intellectual property rights described
in clause (F) of the definition of Asset Disposition); 
 (9) any Person where such Investment was acquired
by the Company or any of its Restricted Subsidiaries (i) in compromise of obligations of trade creditors or customers that were Incurred in the ordinary course of business, the Company or any Restricted Subsidiary, including pursuant to any
plan of reorganization or similar arrangement upon the bankruptcy or insolvency or other reorganization of any trade creditor or customer, (ii) in resolution of litigation, arbitration or other disputes or (iii) as a result of foreclosure,
perfection or enforcement of any Lien; 
 (10) any Person to the extent such Investments consist of prepaid
expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business by the Company or any Restricted Subsidiary; 

(11) any Person to the extent such Investments consist of Hedging Obligations otherwise permitted under Section 4.03;

 (12) any Person to the extent such Investment exists on the Issue Date, and any extension, modification or
renewal of any such Investments existing on the Issue Date, but only to the extent not involving additional advances, contributions or other Investments of cash or other assets or other increases thereof (other than as a result of the accrual or
accretion of interest or original issue discount or the issuance of pay-in-kind securities, in each case, pursuant to the terms of such Investment as in effect on the Issue Date); 

(13) repurchases of Securities; 

(14) purchases and acquisitions of inventory, supplies, material or equipment, including prepayments therefor; 

(15) guarantees of Indebtedness of the Company or any Restricted Subsidiary permitted under Section 4.03; and

 (16) additional Investments, when taken together with all other Investments made pursuant to this
clause (16) and outstanding on the date such Investment is made, do not exceed the greater of (i) $50.0 million and (ii) 5.0% of Total Assets. 

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

(1) pledges or deposits by such Person under workers’ compensation laws, social security laws, unemployment insurance
laws or similar legislation or 
  

 22 









 
regulations, or deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or
statutory obligations of such Person or deposits of cash or United States government bonds to secure bid, surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of
rent, in each case Incurred in the ordinary course of business; 
 (2) Liens imposed by law, such as
carriers’, warehousemen’s and mechanics’ Liens, in each case for sums not yet due or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which
such Person shall then be proceeding with an appeal or other proceedings for review and Liens arising solely by virtue of any statutory or common law provision relating to banker’s Liens, rights of set-off or similar rights and remedies as to
deposit accounts or other funds maintained with a creditor depository institution; 
 (3) Liens for taxes,
assessments, or other governmental charges or claims, in each case not yet subject to penalties for non-payment or which are being contested in good faith by appropriate proceedings; 

(4) Liens or deposits to secure the performance of statutory or regulatory obligations or in favor of issuers of surety,
appeal, indemnity or performance bonds, warranty and contractual requirements, other obligations of a like nature or letters of credit issued pursuant to the request of and for the account of such Persons in the ordinary course of its business;
provided, however, that such letters of credit do not constitute Indebtedness; 
 (5) minor survey
exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real
property or Liens incidental to the conduct of the business of such Person or to the ownership of its properties which were not Incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said
properties or materially impair their use in the operation of the business of such Person; 
 (6) Liens to secure
Permitted Indebtedness Incurred under Section 4.03(b)(11); 
 (7) Liens to secure Permitted Indebtedness
Incurred under Sections 4.03(b)(1) and (b)(16); 
 (8) Liens existing on the Issue Date; 

(9) Liens on assets, property or Equity Interests of another Person at the time such other Person becomes a Subsidiary of
such Person; provided, however, that the Liens may not extend to any other property owned by such Person or any of its Restricted Subsidiaries (other than assets and property affixed or appurtenant thereto); 

 

 23 









 (10) Liens on property or assets at the time such Person or any of its
Subsidiaries acquires the property or assets, including any acquisition by means of a merger or consolidation with or into such Person or a Subsidiary of such Person; provided, however, that the Liens may not extend to any other
property or assets owned by such Person or any of its Restricted Subsidiaries (other than assets and property affixed or appurtenant thereto); 

(11) Liens securing Indebtedness or other obligations of a Subsidiary of such Person owing to such Person or a Restricted
Subsidiary of such Person; 
 (12) Liens securing Hedging Obligations so long as such Hedging Obligations are
permitted to be Incurred under this Indenture; 
 (13) Liens to secure any Refinancing (or successive
Refinancings) as a whole, or in part, of any Indebtedness secured by any Lien referred to in clause (6), (8), (9), (10) or (18); provided, however, that: 

 

	 	(A)	such new Lien shall be limited to all or part of the same property and assets that secured or, under the written agreements pursuant to which the original Lien arose,
could secure the original Lien (plus improvements and accessions to such property or proceeds or distributions thereof); and 

  

	 	(B)	the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (x) the outstanding principal amount or, if greater,
committed amount of the Indebtedness described under clause (6), (8), (9), (10) or (18) at the time the original Lien became a Permitted Lien and (y) an amount necessary to pay any fees and expenses, including premiums, related
to such Refinancing, refunding, extension, renewal or replacement; 

 (14) Liens on equipment of
the Company or any Restricted Subsidiary granted in the ordinary course of business to clients on or about the premises of which such equipment is located; 

(15) Liens in favor of the Company or the Subsidiary Guarantors; 

(16) other Liens securing obligations Incurred in the ordinary course of business which obligations do not exceed the
greater of $5.0 million at any one time outstanding; 
 (17) Liens arising out of conditional sale, title
retention, consignment or similar arrangements for sale of goods in the ordinary course of business; 
  

 24 









 (18) other Liens securing Indebtedness; provided, however,
that, at the time of incurrence after giving pro forma effect thereto, the Consolidated Secured Leverage Ratio would be no greater than 2.0 to 1.0. 

Notwithstanding the foregoing, “Permitted Liens” will not include any Lien described in clause (6), (9) or (10) above to the
extent such Lien applies to any Additional Assets acquired directly or indirectly from Net Available Cash pursuant to Section 4.06. For purposes of this definition, the term “Indebtedness” shall be deemed to include interest on such
Indebtedness. 
 “Person” means any individual, corporation, partnership, limited liability company, joint
venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity. 

“Preferred Stock,” as applied to the Equity Interests of any Person, means Equity Interests of any class or classes
(however designated) which is preferred as to the payment of dividends or distributions, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over Equity Interests of any other class of
such Person. 
 “principal” of a Security means the principal of the Security plus the premium, if any, payable
on the Security which is due or overdue or is to become due at the relevant time. 
 “Purchase Money
Indebtedness” means Indebtedness (1) consisting of the deferred purchase price of property, conditional sale obligations, obligations under any title retention agreement, other purchase money obligations and obligations in respect of
industrial revenue bonds or similar Indebtedness, in each case where the maturity of such Indebtedness does not exceed the anticipated useful life of the asset being financed, and (2) Incurred to finance the acquisition by the Company or a
Restricted Subsidiary of such asset, including additions and improvements, in the ordinary course of business; provided, however, that any Lien arising in connection with any such Indebtedness shall be limited to the specific asset
being financed or, in the case of real property or fixtures, including additions and improvements, the real property on which such asset is attached; provided further, however, that such Indebtedness is Incurred within 180 days after
such acquisition of such assets. 
 “Quotation Agent” means the Reference Treasury Dealer selected by the
Company after consultation with the Trustee. 
 “Rating Agency” means Standard & Poor’s, a
division of the McGraw Hill Companies, Inc. and Moody’s Investors Service, Inc. or if Standard & Poor’s, a division of the McGraw Hill Companies, Inc. or Moody’s Investors Service, Inc. or both shall not make a rating on
the Securities publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Company (as certified by a resolution of the Board of Managers of the Company) which shall be substituted for
Standard & Poor’s, a division of the McGraw Hill Companies, Inc. or Moody’s Investors Service, Inc. or both, as the case may be. 
  

 25 









 “Reference Treasury Dealer” means, Credit Suisse Securities (USA) LLC and
its successors and assigns and two other nationally recognized investment banking firms selected by the Company that are primary U.S. Government securities dealers. 

“Reference Treasury Dealer Quotations” means with respect to each Reference Treasury Dealer and any redemption date, the
average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue, expressed in each case as a percentage of its principal amount, quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m.,
New York City time, on the third Business Day immediately preceding such redemption date. 
 “Refinance” means,
in respect of any Indebtedness, to refinance, extend, renew, refund, repay, prepay, purchase, redeem, defease, discharge or retire, or to issue other Indebtedness in exchange or replacement for, such Indebtedness. “Refinanced” and
“Refinancing” shall have correlative meanings. 
 “Refinancing Indebtedness” means Indebtedness that
Refinances any Indebtedness of the Company or any Restricted Subsidiary existing on the Issue Date or Incurred in compliance with this Indenture, including Indebtedness that Refinances Refinancing Indebtedness; provided, however, that:

 (1) such Refinancing Indebtedness has a Stated Maturity no earlier than the Stated Maturity of the
Indebtedness being Refinanced; 
 (2) such Refinancing Indebtedness has an Average Life at the time such
Refinancing Indebtedness is Incurred that is equal to or greater than the Average Life of the Indebtedness being Refinanced; 

(3) such Refinancing Indebtedness has an aggregate principal amount (or if Incurred with original issue discount, an
aggregate issue price) that is equal to or less than the aggregate principal amount (or if Incurred with original issue discount, the aggregate accreted value) then outstanding (plus fees and expenses, including any premium and defeasance costs)
under the Indebtedness being Refinanced; and 
 (4) if the Indebtedness being Refinanced is subordinated in right
of payment to the Securities or a Subsidiary Guarantee, such Refinancing Indebtedness is subordinated in right of payment to the Securities or such Subsidiary Guarantee, as the case may be, on terms at least as favorable to Holders of the Securities
as those contained in the documentation governing the Indebtedness being Refinanced. 
 provided further, however, that
Refinancing Indebtedness shall not include (A) Indebtedness of a Subsidiary that Refinances Indebtedness of the Company or (B) Indebtedness of the Company or a Restricted Subsidiary that Refinances Indebtedness of an Unrestricted
Subsidiary. 
  

 26 









 “Registration Rights Agreement” means the registration rights agreement
dated the Issue Date, among the Issuers, the Subsidiary Guarantors and the Initial Purchasers. 
 “Related
Business” means any business in which the Company or any of its Restricted Subsidiaries was engaged on the Issue Date and any business related, ancillary or complementary to such business. 

“Replacement Assets” means any properties or assets used or useful in a Related Business. 

“Restricted Payment” with respect to any Person means: 

(1) the declaration or payment of any dividends or any other distributions of any sort in respect of its Equity Interests
(including any payment in connection with any merger or consolidation involving such Person) or similar payment to the direct or indirect holders of its Equity Interests (other than (A) dividends or distributions payable solely in its Equity
Interests (other than Disqualified Stock), (B) dividends or distributions payable solely to the Company or a Restricted Subsidiary and (C) pro rata dividends or other distributions made by a Subsidiary that is not a Wholly Owned
Subsidiary to minority stockholders (or owners of an equivalent interest in the case of a Subsidiary that is an entity other than a corporation)); 

(2) the purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of any Equity Interests
of the Company held by any Person (other than by a Restricted Subsidiary) or of any Equity Interests of a Restricted Subsidiary held by any Affiliate of the Company (other than by a Restricted Subsidiary), including in connection with any merger or
consolidation and including the exercise of any option to exchange any Equity Interests (other than into Equity Interests of the Company that is not Disqualified Stock); 

(3) the purchase, repurchase, redemption, defeasance or other acquisition or retirement for value, prior to scheduled
maturity, scheduled repayment or scheduled sinking fund payment of any Subordinated Obligations of the Company or any Subsidiary Guarantor (other than (A) from the Company or a Restricted Subsidiary or (B) the purchase, repurchase,
redemption, defeasance or other acquisition or retirement of Subordinated Obligations purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of such
purchase, repurchase, redemption, defeasance or other acquisition or retirement); or 
 (4) the making of any
Investment (other than a Permitted Investment) in any Person. 
  

 27 









 “Restricted Subsidiary” means any Subsidiary of the Company that is not an
Unrestricted Subsidiary. 
 “Sale/Leaseback Transaction” means any transaction or series of related
transactions pursuant to which the Company or any Restricted Subsidiary (a) sells, transfers or otherwise disposes of any property, real or personal, whether now owned or hereinafter acquired, and (b) thereafter, leases such property.

 “SEC” means the U.S. Securities and Exchange Commission. 

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

“Senior Indebtedness” means with respect to any Person: 

(1) Indebtedness of such Person, whether outstanding on the Issue Date or thereafter Incurred; and 

(2) all other Obligations of such Person (including interest accruing on or after the filing of any petition in bankruptcy
or for reorganization relating to such Person whether or not post-filing interest is allowed in such proceeding) in respect of Indebtedness described in clause (1) above 

unless, in the case of clauses (1) and (2), in the instrument creating or evidencing the same or pursuant to which the same is outstanding, it
is provided that such Indebtedness or other Obligations are subordinate in right of payment to the Securities or the Subsidiary Guarantee of such Person, as the case may be; provided, however, that Senior Indebtedness shall not
include: 
 (1) any obligation of such Person to the Company or any Subsidiary of the Company; 

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

(3) any accounts payable or other liability to trade creditors arising in the ordinary course of business (including
Guarantees thereof or instruments evidencing such liabilities); 
 (4) any Indebtedness or other Obligation of
such Person which is subordinate or junior in any respect to any other Indebtedness or other Obligation of such Person (other than Indebtedness that is subordinate with respect to payment of proceeds of secured assets); 

(5) that portion of any Indebtedness which at the time of Incurrence is Incurred in violation of this Indenture;

  

 28 









 (6) any Indebtedness, which, when Incurred and without respect to any
election under Section 1111(b) of Title 11, United States Code, is without recourse to such Person; 

(7) any Indebtedness of or amounts owed by such Person for compensation to employees or for services rendered to another
Person; and 
 (8) Indebtedness of such Person to a Subsidiary or any other Affiliate or any of such Affiliate’s
Subsidiaries. 
 “Significant Subsidiary” means any Restricted Subsidiary that would be a “Significant
Subsidiary” of the Company within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC and, for purposes of an Event of Default, any group of Restricted Subsidiaries that combined would be such a Significant
Subsidiary. 
 “Stated Maturity” means, with respect to any security, the date specified in such security as
the fixed date on which the final payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such security at the option of the
holder thereof upon the happening of any contingency unless such contingency has occurred). 
 “Subordinated
Obligation” means, with respect to a Person, any Indebtedness of such Person (whether outstanding on the Issue Date or thereafter Incurred) which is subordinate or junior in right of payment to the Securities or a Subsidiary Guarantee of
such Person, as the case may be, pursuant to a written agreement, executed by such Person (or a trustee acting on such Person’s behalf) to whom such Indebtedness is owed to that effect. 

“Subsidiary” means, with respect to any Person, any corporation, association, partnership or other business entity of
which more than 50% of the total voting power of shares of Voting Stock is at the time owned or controlled, directly or indirectly, by: 
  

	 	(1)	such Person; 

  

	 	(2)	such Person and one or more Subsidiaries of such Person; or 

  

	 	(3)	one or more Subsidiaries of such Person. 


“Subsidiary Guarantee” means a Guarantee by a Subsidiary Guarantor of the Company’s obligations with respect to the
Securities pursuant to this Indenture, including any Guarantee Agreement. 
 “Subsidiary Guarantor” means each
Subsidiary of the Company that executes this Indenture as a guarantor on the Issue Date and each other Subsidiary of the Company that thereafter guarantees the Securities pursuant to the terms of this Indenture. 

 

 29 









 “TIA” means the Trust Indenture Act of 1939 (15 U.S.C.
§§ 77aaa-77bbbb) as in effect on the Issue Date. 
 “Total Assets” means, as of any date of
determination, the total assets reflected on the consolidated balance sheet of the Company and its Restricted Subsidiaries as of the end of the most recently ended fiscal quarter of the Company for which an internal balance sheet is available, on a
consolidated basis determined in accordance with GAAP (and, in the case of any determination relating to any Incurrence of Indebtedness, any Lien or any Investment, on a pro forma basis including any property or assets being acquired in
connection therewith). 
 “Trustee” means Wilmington Trust FSB until a successor replaces it and, thereafter,
means the successor. 
 “Trust Officer” means the Chairman of the Board, the President or any other officer or
assistant officer of the Trustee assigned by the Trustee to administer its corporate trust matters. 
 “Uniform
Commercial Code” means the New York Uniform Commercial Code as in effect from time to time. 
 “Unrestricted
Subsidiary” means: 
 (1) any Subsidiary of the Company that at the time of determination shall be
designated an Unrestricted Subsidiary by the Board of Managers of the Company in the manner provided below; and 

(2) any Subsidiary of an Unrestricted Subsidiary. 

The Board of Managers of the Company may designate any Subsidiary of the Company (including any newly acquired or newly formed
Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or holds any Lien on any property of, the Company or any other Subsidiary of the Company that is not a
Subsidiary of the Subsidiary to be so designated; provided, however, that either (A) the Subsidiary to be so designated has total assets of $1,000 or less or (B) if such Subsidiary has assets greater than $1,000, such
designation would be permitted under Section 4.04. 
 The Board of Managers of the Company may designate any Unrestricted
Subsidiary to be a Restricted Subsidiary; provided, however, that immediately after giving effect to such designation (A) the Company could Incur $1.00 of additional Indebtedness under Section 4.03(a) and (B) no Default
shall have occurred and be continuing. Any such designation by the Board of Managers of the Company shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the resolution of the Board of Managers of the Company giving effect
to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing provisions. 
  

 30 









 “U.S. Dollar Equivalent” means, with respect to any monetary amount in a
currency other than U.S. dollars, at any time for 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 published in The Wall Street Journal in the “Exchange Rates” column under the heading “Currency Trading” on the date two Business Days prior to such determination. 

Except as described in Section 4.03, whenever it is necessary to determine whether the Company has complied with any covenant in
this Indenture or a Default has occurred and an amount is expressed in a currency other than U.S. dollars, such amount will be treated as the U.S. Dollar Equivalent determined as of the date such amount is initially determined in such currency.

 “U.S. Government Obligations” means direct obligations (or certificates representing an ownership interest
in such obligations) of the United States of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable at the issuer’s
option. 
 “Voting Stock” of a Person means all classes of Equity Interests of such Person then outstanding and
normally entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof. 

“Wholly Owned Subsidiary” means a Restricted Subsidiary all the Equity Interests of which (other than directors’
qualifying shares) is owned by the Company or one or more other Wholly Owned Subsidiaries. 
 SECTION 1.02. Other Definitions.

  

				
	 Term
	  	Defined in
Section	 
	 “Affiliate Transaction”
	  	4.07	(a) 
	 “Alternate Offer”
	  	4.10	  
	 “Appendix”
	  	2.01	  
	 “Bankruptcy Law”
	  	6.01	  
	 “Change of Control Offer”
	  	4.09	(b) 
	 “Contribution Indebtedness”
	  	4.03	(b)(15) 
	 “covenant defeasance option”
	  	8.01	(b) 
	 “Coverage Indebtedness”
	  	4.03	(a) 
	 “Credit Facility Indebtedness”
	  	4.03	(b)(1) 
	 “Cross acceleration provision”
	  	6.01	(5) 
	 “Custodian”
	  	6.01	  
	 “Event of Default”
	  	6.01	  
	 “Excess Proceeds”
	  	4.06	(b) 
	 “Guaranteed Obligations”
	  	10.01	  
	 “Initial Lien”
	  	4.11	  

  

 31 










				
	 “Issuers”
	  	Preamble	  
	 “legal defeasance option”
	  	8.01	(b) 
	 “Paying Agent”
	  	2.03	  
	 “Payment Default”
	  	6.01	(5) 
	 “Permitted Indebtedness”
	  	4.03	(b) 
	 “Registrar”
	  	2.03	  
	 “Securities”
	  	Preamble	  
	 “Successor Company”
	  	5.01	(a)(1) 

 SECTION
1.03. Incorporation by Reference of Trust Indenture Act. This Indenture is subject to the mandatory provisions of the TIA which are incorporated by reference in and made a part of this Indenture. The following TIA terms have the following
meanings: 
 “Commission” means the SEC; 

“indenture securities” means the Securities and the Subsidiary Guarantees; 

“indenture security holder” means a Securityholder or Holder; 

“indenture to be qualified” means this Indenture; 

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

“obligor” on the indenture securities means the Issuers, each Subsidiary Guarantor and any other obligor on the indenture
securities. 
 All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA reference to another
statute or defined by SEC rule have the meanings assigned to them by such definitions. 
 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;

 (3) “or” is not exclusive; 

(4) “including” means including without limitation; 

(5) words in the singular include the plural and words in the plural include the singular; 

 

 32 









 (6) unsecured Indebtedness shall not be deemed to be subordinate or junior
to secured Indebtedness merely by virtue of its nature as unsecured Indebtedness; 
 (7) secured Indebtedness
shall not be deemed to be subordinate or junior to any other secured Indebtedness merely because it has a junior priority with respect to the same collateral; 

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

(9) the amount of any Preferred Stock that does not have a fixed redemption, repayment or repurchase price shall be the
maximum liquidation value of such Preferred Stock; 
 (10) all references to the date the Securities were
originally issued shall refer to the Issue Date, except as otherwise specified; 
 (11) references to the Issuers
mean either the Issuers or the applicable Issuer, as the context requires, and references to an Issuer mean either such Issuer or the Issuers, as the context requires; and 

(12) whenever in this Indenture there is mentioned, in any context, principal, interest or any other amount payable under
or with respect to any Securities, such mention shall be deemed to include mention of the payment of additional interest, to the extent that, in such context, additional interest is, was or would be payable in respect thereof pursuant to paragraph 1
of the Securities. 
 Article 2 

The Securities 

SECTION 2.01. Form and Dating. Provisions relating to the Initial Securities, the Private Exchange Securities and the Exchange
Securities are set forth in the Rule 144A/Regulation S/IAI Appendix attached hereto (the “Appendix”) which is hereby incorporated in, and expressly made part of, this Indenture. The Initial Securities and the Trustee’s
certificate of authentication shall be substantially in the form of Exhibit 1 to the Appendix which is hereby incorporated in, and expressly made a part of, this Indenture. The Exchange Securities, the Private Exchange Securities and the
Trustee’s certificate of authentication shall be substantially in the form of Exhibit A, which is hereby incorporated in and expressly made a part of this Indenture. The Securities may have notations, legends or endorsements required by law,
stock exchange rule, agreements to which the Issuers are subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Issuers). Each Security shall be dated the date of its authentication.
The terms of the Securities set forth in the Appendix and Exhibit A are part of the terms of this Indenture. 
  

 33 









 SECTION 2.02. Execution and Authentication. One Officer of each Issuer shall sign the
Securities by manual or facsimile signature. 
 If an Officer whose signature is on a Security no longer holds that office at
the time the Trustee authenticates the Security, the Security shall be valid nevertheless. 
 A Security shall not be valid
until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. 

On the Issue Date, the Trustee shall authenticate and deliver $225,000,000 of
11 1/8% Senior Notes Due 2016 and, at any time and
from time to time thereafter, the Trustee shall authenticate and deliver Securities for original issue in an aggregate principal amount specified in such order, in each case upon a written order of the Issuers signed by one Officer of each Issuer.
Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and, in the case of an issuance of Additional Securities pursuant to Section 2.13 after the
Issue Date, shall certify that such issuance is in compliance with Section 4.03. 
 The Trustee may appoint an
authenticating agent reasonably acceptable to the Issuers to authenticate the Securities. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities 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 any Registrar, Paying Agent or agent for service of notices and demands. 

SECTION 2.03. Registrar and Paying Agent. The Issuers shall maintain an office or agency (which may be the office of the Trustee
or an affiliate of the Trustee, Registrar or co-registrar) where Securities may be presented for registration of transfer or for exchange (the “Registrar”) and an office or agency (which may be the office of the Trustee or an affiliate of
the Trustee, Registrar or co-registrar) where Securities may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities and of their transfer and exchange. The Issuers may have one or more
co-registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent. 

The Issuers shall enter into an appropriate agency agreement with any Registrar, Paying Agent or co-registrar not a party to this
Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers shall notify the Trustee of the name and address of any such agent. If the Issuers fail to
maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. Either Issuer or any Wholly Owned Subsidiary incorporated or organized within the United
States of America may act as Paying Agent, Registrar, co-registrar or transfer agent. 
  

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 The Issuers initially appoint the Trustee as Registrar and Paying Agent in connection with
the Securities. 
 SECTION 2.04. Paying Agent To Hold Money in Trust. The Issuers shall deposit with the Paying Agent a
sum sufficient to pay such principal and interest when so becoming due on the dates and in the manner provided in the Securities. Principal, premium, if any, and interest will be considered paid on the date due if the Paying Agent holds (as of
1:00 p.m., New York City time, on the due date) money deposited by the Issuers in immediately available funds and designated for and sufficient to pay all principal and premium, if any, and interest, if any, then due. The Issuers shall require
each Paying Agent (other than the Trustee) to agree in writing that the Paying Agent shall hold in trust for the benefit of Securityholders or the Trustee all money held by the Paying Agent for the payment of principal of or interest on the
Securities and shall notify the Trustee of any default by the Issuers in making any such payment. If one of the Issuers or a Subsidiary of one of the Issuers acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it
as a separate trust fund. The Issuers at any time may require a Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed by the Paying Agent. Upon complying with this Section 2.04, the Paying Agent shall
have no further liability for the money delivered to the Trustee. 
 SECTION 2.05. Securityholder 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 Securityholders. If the Trustee is not the Registrar, the Issuers shall furnish to the Trustee, in writing at least
five Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Securityholders.

 SECTION 2.06. Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only
upon the surrender of a Security for registration of transfer. When a Security is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer as requested if the requirements of this
Indenture and Section 8-401(a) of the Uniform Commercial Code are met. When Securities are presented to the Registrar or a co-registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the
Registrar shall make the exchange as requested if the same requirements are met. 
 SECTION 2.07. Replacement Securities.
If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuers shall issue and the Trustee shall authenticate a replacement Security if the
requirements of Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Issuers, such Holder shall furnish an indemnity bond that is
sufficient in the judgment of the Issuers and the Trustee to protect the Issuers, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which any of them may suffer if a Security is replaced. The Issuers and the Trustee may
charge the Holder for their expenses in replacing a Security. 
  

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 Every replacement Security is an additional Obligation of the Issuers. 

SECTION 2.08. Outstanding Securities. Securities outstanding at any time are all Securities authenticated by the Trustee except
for those canceled by it, those delivered to it for cancellation and those described in this Section as not outstanding. A Security does not cease to be outstanding because the Issuers or an Affiliate of the Issuers holds the Security. 

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

If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date or maturity date money
sufficient to pay all principal and interest payable on that date with respect to the Securities (or portions thereof) to be redeemed or maturing, as the case may be, then on and after that date such Securities (or portions thereof) cease to be
outstanding and interest on them ceases to accrue. 
 SECTION 2.09. Temporary Securities. Until definitive Securities are
ready for delivery, the Issuers may prepare and the Trustee shall authenticate temporary Securities. Temporary Securities shall be substantially in the form of definitive Securities but may have variations that the Issuers consider appropriate for
temporary Securities. Without unreasonable delay, the Issuers shall prepare and the Trustee shall authenticate definitive Securities and deliver them in exchange for temporary Securities. 

SECTION 2.10. Cancellation. The Issuers at any time may deliver Securities to the Trustee for cancellation. The Registrar and the
Paying Agent shall forward to the Trustee any Securities surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall cancel and destroy (subject to the record retention requirements of the Exchange Act)
all Securities surrendered for registration of transfer, exchange, payment or cancellation and deliver a certificate of such destruction to the Issuers. The Issuers may not issue new Securities to replace Securities it has redeemed, paid or
delivered to the Trustee for cancellation. 
 SECTION 2.11. Defaulted Interest. If the Issuers default in a payment of
interest on the Securities, the Issuers shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) in any lawful manner at the rate provided in the Securities and Section 4.01. The Issuers may pay the defaulted
interest at the rate provided in the Securities and Section 4.01 to the persons who are Securityholders on a subsequent special record date. The Issuers shall fix or cause to be fixed any such special record date and payment date to the
reasonable satisfaction of the Trustee and shall promptly mail to each Securityholder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid. 

 

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 SECTION 2.12. CUSIP Numbers, ISINs, etc. The Issuers in issuing the Securities
may use “CUSIP” numbers, ISINs and “Common Code” numbers (in each case if then generally in use) and, if so, the Trustee shall use “CUSIP” numbers, ISINs and “Common Code” 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 Securities or as contained in any notice of a redemption and that reliance may be
placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Issuers shall advise the Trustee in writing of any change in any
“CUSIP” numbers, ISINs or “Common Code” numbers applicable to the Securities. 
 SECTION 2.13. Issuance
of Additional Securities. After the Issue Date, the Issuers shall be entitled, subject to their compliance with Section 4.03, to issue Additional Securities under this Indenture, which Securities shall have identical terms as the Initial
Securities issued on the Issue Date, other than with respect to the date of issuance and issue price. All the Securities issued under this Indenture shall be treated as a single class for all purposes of this Indenture including waivers, amendments,
redemptions and offers to purchase. 
 With respect to any Additional Securities, each Issuer shall set forth in a resolution of
the Board of Managers and an Officers’ Certificate, a copy of each which shall be delivered to the Trustee, the following information: 

(1) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this
Indenture and the provision of Section 4.03 that the Issuers are relying on to issue such Additional Securities; 

(2) the issue price and the issue date, and the CUSIP number of such Additional Securities, if any; provided,
however, that no Additional Securities may be issued at a price that would cause such Additional Securities to not be fungible for U.S. federal income tax purposes with any other Securities issued under this Indenture; and 

(3) whether such Additional Securities shall be issued in the form of Initial Securities as set forth in Exhibit 1 or
shall be issued in the form of Exchange Securities as set forth in Exhibit A. 
 Article 3 

Redemption 

SECTION 3.01. Notices to Trustee. If the Issuers elect to redeem Securities pursuant to paragraph 5 of the Securities, it
shall notify the Trustee in writing of the redemption date, the principal amount of Securities to be redeemed and the paragraph of the Securities pursuant to which the redemption will occur. 

 

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 The Issuers shall give each notice to the Trustee provided for in this Section at least
30 days before the redemption date unless the Trustee consents to a shorter period. Such notice shall be accompanied by an Officers’ Certificate and an Opinion of Counsel from the Issuers to the effect that such redemption will comply with
the conditions herein. 
 SECTION 3.02. Selection of Securities to Be Redeemed. If fewer than all the Securities are to
be redeemed, the Trustee shall select the Securities to be redeemed pro rata to the extent practicable by lot or such other method as the Trustee in its sole discretion shall deem to be fair and appropriate. The Trustee shall make the selection from
outstanding Securities not previously called for redemption. The Trustee may select for redemption portions of the principal of Securities that have denominations larger than $2,000. Securities and portions of them the Trustee selects shall be in
principal amounts of $2,000 or a whole multiple of $1,000. Provisions of this Indenture that apply to Securities called for redemption also apply to portions of Securities called for redemption. The Trustee shall notify the Issuers promptly of the
Securities or portions of Securities to be redeemed. 
 SECTION 3.03. Notice of Redemption. At least 30 days but not
more than 60 days before a date for redemption of Securities, the Issuers shall mail a notice of redemption by first-class mail to each Holder of Securities to be redeemed at such Holder’s registered address, except that redemption notices may
be mailed more than 60 days prior to the redemption date if the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of this Indenture pursuant to Article 8. 

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

(1) the redemption date; 

(2) the redemption price; 

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

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

 (5) if fewer than all the outstanding Securities are to be redeemed, the identification and principal amounts
of the particular Securities to be redeemed; 
 (6) that, unless the Issuers default in making such redemption
payment, interest on Securities (or portion thereof) called for redemption ceases to accrue on and after the redemption date; 
  

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 (7) the “CUSIP” number, ISIN or “Common Code” number, if
any, printed on the Securities being redeemed; and 
 (8) that no representation is made as to the correctness or
accuracy of the “CUSIP” number, ISIN, or “Common Code” number, if any, listed in such notice or printed on the Securities. 

At the Issuers’ request, the Trustee shall give the notice of redemption in the Issuers’ names and at the Issuers’
expense. In such event, the Issuers shall provide the Trustee with the information required by this Section 3.03, at least 40 days (unless a shorter time shall also be acceptable to the Trustee) prior to the redemption date. 

SECTION 3.04. Effect of Notice of Redemption. Once notice of redemption is mailed, Securities called for redemption become due and
payable on the redemption date and at the redemption price stated in the notice. Upon surrender to the Paying Agent, such Securities shall be paid at the redemption price stated in the notice, plus accrued interest to the redemption date (subject to
the right of Holders of record on the relevant record date to receive interest due on the related interest payment date), and such Securities shall be canceled by the Trustee. Failure to give notice or any defect in the notice to any Holder shall
not impair or affect the validity of the notice to any other Holder. 
 SECTION 3.05. Deposit of Redemption Price. Prior
to the redemption date, the Issuers shall deposit with the Paying Agent (or, if one of the Issuers or a Subsidiary of one of the Issuers is the Paying Agent, shall segregate and hold in trust) money sufficient to pay the redemption price of and
accrued interest on all Securities to be redeemed on that date other than Securities or portions of Securities called for redemption which have been delivered by the Issuers to the Trustee for cancellation. 

SECTION 3.06. Securities Redeemed in Part. Upon surrender of a Security that is redeemed in part, the Issuers shall execute and
the Trustee shall authenticate for the Holder (at the Issuers’ expense) a new Security equal in principal amount to the unredeemed portion of the Security surrendered. 

Article 4 

Covenants 

SECTION 4.01. Payment of Securities. The Issuers shall promptly pay the principal of and interest on the Securities on the dates
and in the manner provided in the Securities and in this Indenture. Principal and interest shall be considered paid on the date due if on such date the Trustee or the Paying Agent holds in accordance with this Indenture (as of 1:00 p.m., New York
City time, on the due date) money sufficient to pay all principal and interest then due. 
  

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 The Issuers shall pay interest on overdue principal at the rate specified therefor in the
Securities, and they shall pay interest on overdue installments of interest at the same rate to the extent lawful. 
 SECTION
4.02. Reports. Whether or not the Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company shall provide or cause to be provided to the Trustee and Holders (and file with the SEC for public
availability) such annual and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. corporation subject to such Sections, such reports to be provided at the times specified for the filings of such
reports under such Sections. 
 Prior to the consummation of the exchange offer or registration contemplated by the Registration
Rights Agreement, and at any time during which the SEC will not accept filing of reports for inclusion in the EDGAR system, the posting of the reports referred to above on the Company’s primary web site shall be deemed to satisfy the
Company’s delivery obligation; provided, however, that the Company shall use reasonable efforts to inform Holders of the availability of such reports, which may be satisfied by, among other things, a press release on any national
business press release wire service. The Company agrees that it shall not take any action for the purpose of causing the SEC not to accept such filings. Notwithstanding the foregoing, the Company may satisfy such requirements prior to the
effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement (as defined in the Registration Rights Agreement) by filing with the SEC the Exchange Offer Registration Statement or Shelf Registration Statement, to the
extent that any such Registration Statement contains substantially the same information as would be required to be filed by the Company if it were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, and by
providing the Trustee and Holders with such Registration Statement (and any amendments thereto) promptly following the filing thereof. 

At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, then the quarterly and annual financial
information required by the preceding paragraph 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. 
 In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d)
of the Exchange Act, the Company shall furnish to the Holders and to prospective investors, upon the requests of such Holders, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the
Securities are not freely transferable under the Securities Act. 
 SECTION 4.03. Limitation on Indebtedness.
(a) The Company shall not, and shall not permit any Restricted Subsidiary to, Incur, directly or indirectly, 
  

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any Indebtedness; provided, however, that the Company and the Restricted Subsidiaries shall be entitled to Incur Indebtedness if the Consolidated 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 would have been at least 2.0 to 1.0 (including a
pro forma application of the Net Cash Proceeds therefrom including to Refinance other indebtedness), as if the additional Indebtedness had been Incurred at the beginning of such four-quarter period (any such Indebtedness Incurred pursuant to
this Section 4.03(a) being herein referred to as “Coverage Indebtedness”). 
 (b) Notwithstanding the foregoing
Section 4.03(a), the Company and the Restricted Subsidiaries shall be entitled to Incur any or all of the following Indebtedness (any such Indebtedness Incurred pursuant to this Section 4.03(b) being herein referred to as “Permitted
Indebtedness”): 
 (1) Indebtedness Incurred pursuant to any Credit Facility, including the Credit
Agreement, in an aggregate amount outstanding at any time not to exceed $235.0 million less the sum of all principal payments with respect to such Indebtedness pursuant to Section 4.06 (b)(1) (any such Indebtedness Incurred pursuant to
this clause (1) being herein referred to as “Credit Facility Indebtedness”); 
 (2) Indebtedness
owed to and held by the Company or a Restricted Subsidiary; provided, however, that (A) any subsequent issuance or transfer of any Equity Interests which results in any such Restricted Subsidiary ceasing to be a Restricted
Subsidiary or any subsequent transfer of such Indebtedness (other than to the Company or a Restricted Subsidiary) shall be deemed, in each case, to constitute the Incurrence of such Indebtedness by the obligor thereon and (B) if the Company is
the obligor on any such Indebtedness owing to a Restricted Subsidiary that is not the Co-Issuer or a Subsidiary Guarantor, such Indebtedness is expressly subordinated to the prior payment in full in cash of all its obligations with respect to the
Securities and (C) if a Subsidiary Guarantor is the obligor on any such Indebtedness owing to a Restricted Subsidiary that is not the Co-Issuer or a Subsidiary Guarantor, such Indebtedness is expressly subordinated to the prior payment in full
in cash of all obligations of such Subsidiary Guarantor with respect to its Subsidiary Guarantee; 
 (3)
Indebtedness represented by the Securities to be issued on the Issue Date and the Subsidiary Guarantees thereof (and any Exchange Securities (other than any Additional Securities)); 

(4) Indebtedness of the Company and its Restricted Subsidiaries outstanding on the Issue Date (other than Indebtedness
described in clause (1), (2) or (3) of this Section 4.03(b)); 
 (5) Indebtedness of a
Restricted Subsidiary Incurred and outstanding on or prior to the date on which such Subsidiary was acquired by the Company or 

 

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Restricted Subsidiary (other than Indebtedness Incurred in connection with, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of
related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company or a Restricted Subsidiary); provided, however, that on the date such Restricted Subsidiary was acquired by the Company or by a
Restricted Subsidiary or otherwise became a Restricted Subsidiary and after giving effect to the Incurrence of such Indebtedness, either (x) the Company would have been able to Incur an additional $1.00 of Coverage Indebtedness pursuant to
Section 4.03(a) or (y) the Consolidated Coverage Ratio after giving effect to such acquisition is no less than immediately prior to such acquisition; 

(6) Refinancing Indebtedness in respect of Coverage Indebtedness or of Permitted Indebtedness Incurred pursuant to
Section 4.03(a) or pursuant to clause (3), (4) or (5) of this Section 4.03(b) or this clause (6); 

(7) Hedging Obligations or entry into derivative transactions, in each case, in the normal course of business and so long
as such obligations and transactions are not entered for speculative purposes; 
 (8) obligations in respect of
workers’ compensation claims, payment obligations in connection with health or other types of social security benefits, unemployment or other insurance or self-insurance obligations, insurance premium finance agreements, reclamation, statutory
obligations, bankers’ acceptances, performance, bid, surety or similar bonds and letters of credit or completion and performance guarantees or equipment leases or other similar obligations provided by the Company or any Restricted Subsidiary in
the ordinary course of business; 
 (9) Indebtedness arising from the honoring by a bank or other financial
institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of its Incurrence; 

(10) Indebtedness consisting of the Subsidiary Guarantee of a Subsidiary Guarantor and any Guarantee by a Subsidiary
Guarantor of Indebtedness Incurred pursuant to clause (6) to the extent the Refinancing Indebtedness Incurred thereunder directly or indirectly Refinances Indebtedness Incurred pursuant to clause (3) or (4); provided,
however, that if the Indebtedness being guaranteed is subordinated to or pari passu with the Securities, then the Guarantee thereof shall be subordinated or pari passu, as applicable, to the same extent as the
Indebtedness being Guaranteed; 
 (11) Purchase Money Indebtedness or Capital Lease Obligations Incurred to
finance all or any part of the purchase price or cost of design, development, construction, installation or improvement (including at any point subsequent to the purchase) of property (real or personal and including

  

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acquisitions of Equity Interests), plant or equipment used in the business of the Company or any of its Restricted Subsidiaries (in each case, whether through the direct purchase of such assets
or the Equity Interests of any Person owning such assets), or repairs, additions or improvements to such assets, and any Refinancing Indebtedness Incurred to Refinance such Indebtedness, in an aggregate principal amount which, when added together
with the amount of Indebtedness Incurred pursuant to this clause (11) and then outstanding, does not exceed the greater of (x) $15.0 million and (y) 1.5% of Total Assets at the time Incurred; 

(12) Indebtedness arising from agreements of the Company or a Restricted Subsidiary providing for indemnification,
adjustment of purchase price, earn outs, Guarantees or similar obligations, in each case, Incurred or assumed in connection with the disposition or acquisition of any business, assets or a Subsidiary, other than Guarantees of Indebtedness Incurred
or assumed by any Person acquiring all or any portion of such business, assets or Subsidiary; 
 (13)
Indebtedness Incurred by our Foreign Subsidiaries in an aggregate principal amount at any time outstanding not to exceed in the aggregate the greater of (x) $5.0 million or (y) 0.5% of Total Assets at the time Incurred; 

(14) Indebtedness to the extent the Net Cash Proceeds thereof are promptly deposited to defease the Securities pursuant to
Article 8; 
 (15) Indebtedness of the Company or any Restricted Subsidiary equal to 100% of the aggregate Net
Cash Proceeds received by the Company from the issuance or sale of its Equity Interests (other than Disqualified Stock) subsequent to the Issue Date (other than an issuance or sale to a Subsidiary of the Company and other than an issuance or sale to
an employee stock ownership plan or to a trust established by the Company or any of its Subsidiaries for the benefit of their employees) and 100% of any cash consisting of a capital contribution received by the Company from its stockholders
subsequent to the Issue Date; provided, however, that such Net Cash Proceeds or cash have not served (and shall not serve) as a basis for (x) making any Restricted Payment permitted by Section 4.04(a) or clause (1) or
(2) of Section 4.04(b) or (y) redeeming Securities pursuant to paragraph 5 of the Securities (any Indebtedness Incurred pursuant to this clause (15) being herein referred to as “Contribution Indebtedness”); and

 (16) Indebtedness of the Company or the Subsidiary Guarantors in an aggregate amount which, when taken
together with all other Indebtedness of the Company and the Subsidiary Guarantors outstanding on the date of such Incurrence (other than Coverage Indebtedness and Permitted Indebtedness Incurred pursuant to clauses (1) through (15) above)
does not exceed $25.0 million. 
 (c) Notwithstanding the foregoing, neither the Company nor any Subsidiary Guarantor shall
Incur any Permitted Indebtedness if the proceeds thereof are used, directly or indirectly, to Refinance any Subordinated Obligations of the Company 

 

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or any Subsidiary Guarantor unless such Indebtedness shall be subordinated to the Securities or the applicable Subsidiary Guarantee to at least the same extent as such Subordinated Obligations.

 (d) For purposes of determining compliance with this Section 4.03: 

(1) any Indebtedness remaining outstanding under the Credit Agreement after the application of the Net Cash Proceeds from
the sale of the Securities shall be treated as Incurred on the Issue Date under Section 4.03(b)(1); 
 (2)
in the event that an item of Indebtedness (or any portion thereof) meets the criteria of more than one of the types of Indebtedness described in clauses (1) through (16) of Section 4.03(b), or is entitled to be Incurred pursuant to
Section 4.03(a), the Company, in its sole discretion, shall classify (and may later reclassify) such item of Indebtedness (or any portion thereof) at the time of Incurrence (and in the case of a reclassification, only to the extent the
reclassified item could be Incurred pursuant to the criteria at the time of such reclassification) and shall only be required to include the amount and type of such Indebtedness in one of the above clauses; provided, however, that any
Credit Facility Indebtedness and Contribution Indebtedness may not be reclassified; and 
 (3) the Company shall
be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described above. 
 (e)
For purposes of determining compliance with any U.S. dollar restriction on the Incurrence of Indebtedness where the Indebtedness Incurred is denominated in a different currency, the amount of such Indebtedness shall be the U.S. Dollar
Equivalent, determined on the date of the Incurrence of such Indebtedness; provided, however, that if any such Indebtedness denominated in a different currency is subject to a Currency Agreement with respect to U.S. dollars, covering
all principal, premium, if any, and interest payable on such Indebtedness, the amount of such Indebtedness expressed in U.S. dollars shall be as provided in such Currency Agreement. The principal amount of any Refinancing Indebtedness Incurred in
the same currency as the Indebtedness being Refinanced shall be the U.S. Dollar Equivalent of the Indebtedness Refinanced, except to the extent that (1) such U.S. Dollar Equivalent was determined based on a Currency Agreement, in
which case the Refinancing Indebtedness shall be determined in accordance with the preceding sentence, and (2) the principal amount of the Refinancing Indebtedness exceeds the principal amount of the Indebtedness being Refinanced, in which case
the U.S. Dollar Equivalent of such excess shall be determined on the date such Refinancing Indebtedness is Incurred. 

SECTION 4.04. Limitation on Restricted Payments. (a) The Company shall not, and shall not permit any Restricted Subsidiary,
directly or indirectly, to make a Restricted Payment if at the time the Company or such Restricted Subsidiary makes such Restricted Payment: 

(1) a Default shall have occurred and be continuing (or would result therefrom); 

 

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 (2) the Company is not entitled to Incur an additional $1.00 of Coverage
Indebtedness under Section 4.03(a); or 
 (3) the aggregate amount of such Restricted Payment and all other
Restricted Payments since the Issue Date (excluding Restricted Payments permitted by clauses (b)(1), (2), (4), (5), (6), (7), (9), (10) and (11)) would exceed the sum of (without duplication): 

(A) 50% of the Consolidated Net Income accrued during the period (treated as one accounting period) from the beginning of
the fiscal quarter immediately following the fiscal quarter during which the Issue Date occurs to the end of the most recent fiscal quarter for which internal financial statements are available at the time of such Restricted Payment prior to the
date of such Restricted Payment (or, in case such Consolidated Net Income shall be a deficit, minus 100% of such deficit); plus 

(B) 100% of the aggregate Net Cash Proceeds and the Fair Market Value of marketable securities, assets or other property
received by the Company from the issuance or sale of its Equity Interests (other than Disqualified Stock) subsequent to the Issue Date (other than an issuance or sale to a Subsidiary of the Company and other than an issuance or sale to an employee
stock ownership plan or to a trust established by the Company or any of its Subsidiaries for the benefit of their employees) and 100% of any cash (or the Fair Market Value of any Cash Equivalents) consisting of a capital contribution received by the
Company from its stockholders subsequent to the Issue Date; provided, however, that any such Net Cash Proceeds or cash has not served as a basis for the Incurrence of any Contribution Indebtedness; plus 

(C) the amount by which Indebtedness of the Company is reduced upon the conversion or exchange subsequent to the Issue
Date of any Indebtedness of the Company convertible or exchangeable for Equity Interests (other than Disqualified Stock) of the Company (less the amount of any cash, or the fair value of any other property, distributed by the Company upon such
conversion or exchange); provided, however, that the foregoing amount shall not exceed the Net Cash Proceeds received by the Company or any Restricted Subsidiary from the sale of such Indebtedness (excluding Net Cash Proceeds from
sales to a Subsidiary of the Company or to an employee stock ownership plan or a trust established by the Company or any of its Subsidiaries for the benefit of their employees); plus 

(D) an amount equal to the sum of (x) the net reduction in the Investments (other than Permitted Investments) made by
the Company or 
  

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any Restricted Subsidiary in any Person resulting from repurchases, repayments or redemptions of such Investments by such Person, proceeds realized on the sale of such Investment and proceeds
representing the return of capital (excluding dividends and distributions), in each case received by the Company or any Restricted Subsidiary, and (y) to the extent such Person is an Unrestricted Subsidiary, the portion (proportionate to the
Company’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Unrestricted Subsidiary at the time such Unrestricted Subsidiary is designated a Restricted Subsidiary. 

(b) The provisions of Section 4.04(a) shall not prohibit: 

(1) any Restricted Payment made out of the Net Cash Proceeds of the substantially concurrent sale of, or made by exchange
for, Equity Interests of the Company (other than Disqualified Stock and other than Equity Interests issued or sold to a Subsidiary of the Company or an employee stock ownership plan or to a trust established by the Company or any of its Subsidiaries
for the benefit of their employees) or a substantially concurrent cash capital contribution received by the Company from its stockholders; provided, however, that the Net Cash Proceeds from such sale or such cash capital contribution
(to the extent so used for such Restricted Payment) shall be excluded from the calculation of amounts under Section 4.04(a)(3)(B); 

(2) any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Subordinated Obligations of the
Issuers or a Subsidiary Guarantor made by exchange for, or out of the proceeds of the substantially concurrent Incurrence of, Indebtedness of such Person which is permitted to be Incurred pursuant to Section 4.03; 

(3) the payment of any dividend or redemption of any Capital Stock or Subordinated Indebtedness within 60 days after
the date of declaration thereof or call for redemption, if at such date of declaration or call for redemption such payment or redemption was permitted by the provisions of Section 4.04(a) (the declaration of such payment shall be deemed a
Restricted Payment under Section 4.04(a) as of the date of declaration, and the payment itself shall be deemed to have been paid on such date of declaration and will not also be deemed a Restricted Payment under Section 4.04(a) (it being
understood that any Restricted Payment made in reliance on this clause (3) shall reduce the amount available for Restricted Payments pursuant to Section 4.04(a)(3) only once); 

(4) the purchase, redemption or other acquisition of Equity Interests of the Company, any Parent or any of its
Subsidiaries from employees, former employees, directors or former directors of the Company, any Parent or any of its Subsidiaries (or permitted transferees of such employees, former employees, directors or former directors), pursuant to the terms
of the agreements (including employment agreements) or plans (or amendments thereto) approved by the Board of Managers of the Company under which such individuals purchase or sell 

 

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or are granted the option to purchase or sell, such Equity Interests; provided, however, that the aggregate amount of such Restricted Payments (excluding amounts representing
cancellation of Indebtedness) shall not exceed $5.0 million in any calendar year (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum of $10.0 million in any calendar year); 

(5) the declaration and payments of dividends or distributions on Disqualified Stock issued pursuant to Section 4.03;
provided, however, that, at the time of payment of such dividend or distribution, no Default shall have occurred and be continuing (or result therefrom); 

(6) repurchases of Equity Interests deemed to occur upon exercise of stock options if such Equity Interests represents a
portion of the exercise price of such options and repurchases of Equity Interests deemed to occur upon the withholding of a portion of the Equity Interests granted or awarded to an employee to pay for taxes payable by such employee upon such grant
or award or vesting thereof; 
 (7) cash payments in lieu of the issuance of fractional shares in connection with
the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of the Company; provided, however, that any such cash payment shall not be for the purpose of evading the limitation of this
Section 4.04 (as determined in good faith by the Board of Managers of the Company); 
 (8) in the event of a
Change of Control, and if no Default shall have occurred and be continuing, the payment, purchase, redemption, defeasance or other acquisition or retirement of Subordinated Obligations of the Issuers or any Subsidiary Guarantor, in each case, at a
purchase price not greater than 101% of the principal amount of such Subordinated Obligations, plus any accrued and unpaid interest thereon; provided, however, that prior to such payment, purchase, redemption, defeasance or other
acquisition or retirement, the Issuers (or a third party to the extent permitted by this Indenture) have made a Change of Control Offer with respect to the Securities as a result of such Change of Control and have repurchased all Securities validly
tendered and not withdrawn in connection with such Change of Control Offer; 
 (9) payments of intercompany
subordinated Indebtedness, the Incurrence of which was permitted under Section 4.03(b)(3); provided, however, that no Default has occurred and is continuing or would otherwise result therefrom; 

(10) for so long as the Company is a member of a group filing a consolidated or combined tax return with Parent, payments
to Parent in respect of an allocable portion of the tax liabilities of such group that is attributable to the Company and the Restricted Subsidiaries (“Tax Payments”); provided, however, that the aggregate Tax Payments made
since the Issue Date shall not exceed the lesser of: 
 (A) the aggregate amount since the Issue Date of the
relevant tax (including any penalties and interest) that the Company would owe if the Company were filing a separate tax return (or a separate consolidated or combined return with the Restricted Subsidiaries that are members of the Company’s
consolidated or combined group), taking into account any carryovers and carrybacks of tax attributes (such as net operating losses) of the Company and such Restricted Subsidiaries from other taxable years; and 

 

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 (B) the aggregate amount of the relevant tax that Parent actually owes to
the appropriate taxing authority after the Issue Date; 
 provided, however, that any Tax Payments received from
the Company shall be paid over to the appropriate taxing authority within 30 days of Parent’s receipt of such Tax Payments or refunded to the Company; and 

(11) other Restricted Payments not to exceed $10.0 million. 

SECTION 4.05. Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not
permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a)(i) pay dividends or make any other distributions
to the Company or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits or (ii) pay any Indebtedness owed to the Company, (b) make any loans or
advances to the Company or (c) sell, lease or transfer any of its properties or assets to the Company, except: 

(1) with respect to clauses (a), (b) and (c), 

(A) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date, including the
Credit Agreement in effect on the Issue Date; 
 (B) any encumbrance or restriction with respect to a Restricted
Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, or
to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company) and
outstanding on such date; 
  

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 (C) any encumbrance or restriction pursuant to an agreement effecting a
Refinancing of Indebtedness Incurred pursuant to an agreement referred to in Section 4.05(1)(A) or (B) or this clause (C) or contained in any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement
or Refinancing to an agreement referred to in Section 4.05(1)(A) or (B) or this clause (C); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such
refinancing agreement or amendment are not materially more restrictive taken as a whole, than those contained in the agreements governing the Indebtedness being Refinanced; 

(D) any encumbrance or restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into
for the sale or disposition of all or substantially all the Equity Interests or assets of such Restricted Subsidiary pending the closing of such sale or disposition; 

(E) provisions in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements,
limited liability company organizational documents and other similar agreements entered into in the ordinary course of business; 

(F) restrictions on cash, cash equivalents, marketable securities, investment grade securities or other deposits or net
worth imposed by customers or lessors (including governmental entities) under contracts or leases entered into in the ordinary course of business; 

(G) this Indenture, the Securities, any Exchange Securities and the Subsidiary Guarantees; 

(H) applicable laws, rules, regulations and orders; 

(I) any encumbrance or restriction consisting of customary nonassignment provisions in leases, licenses and contracts
entered into in the ordinary course of business; 
 (J) any encumbrance or restriction contained in security
agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements or mortgages; 

(K) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that
impose restrictions on the property purchased or leased; 
 (L) customary provisions contained in leases or
licenses of intellectual property and other agreements, in each case entered into in the ordinary course of business; and 
  

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 (M) any encumbrance or restriction on the Company’s ability, or the
ability of any Restricted Subsidiary, to transfer its interest in a joint venture in favor of the other parties to the joint venture. 

SECTION 4.06. Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any
Restricted Subsidiary to, directly or indirectly, consummate any Asset Disposition unless: 
 (1) the Company or
such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value (including as to the value of all non-cash consideration), of the shares and assets subject to such Asset Disposition;
and 
 (2) at least 75% of the consideration thereof received by the Company or such Restricted Subsidiary is in
the form of cash, Cash Equivalents or Replacement Assets. 
 (b) Within 365 days after the receipt of Net Available
Cash, the Company or such Restricted Subsidiary may, at its option, apply such Net Available Cash: 
 (1) to
repay (x) Credit Facility Indebtedness, (y) any Indebtedness secured by a Lien on the assets sold, or (z) any other Senior Indebtedness of the Company or a Subsidiary Guarantor; provided, however, that to the extent the
Company or such Restricted Subsidiary repays any such other Senior Indebtedness, the Company shall equally and ratably reduce the principal amount of Securities outstanding, through open-market purchases (to the extent such purchases are at or above
100% of the principal amount thereof) or through redemption, or shall offer (in accordance with the procedures set forth in Section 4.06(b)) to all Holders to purchase their Securities at 100% of the principal amount thereof, plus accrued but
unpaid interest, if any, thereon up to a principal amount which, if the offer were accepted, would result in such reduction; 

(2) to acquire all or substantially all of the assets of, or majority of Voting Stock of, another Related Business; or

 (3) to acquire other long-term assets that are used or useful in a Related Business (and current assets
incidental thereto); 
 provided, however, that in connection with any repayment of Indebtedness pursuant to clause (1)
above, the Company or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so repaid. 

In Section 4.06(b)(2) and (b)(3), the entry into a definitive agreement to acquire such assets within 365 days after the
receipt of any Net Available Cash from an Asset Disposition shall be treated as a permitted application of the Net Available Cash from the date of such agreement so long as the Company or such Restricted Subsidiary enters into such agreement with
the good faith expectation that such Net Available Cash shall be applied to satisfy such commitment within 180 days of such agreement and such Net Available Cash is actually so applied within such 180-day period. 

 

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 Any Net Available Cash from Asset Dispositions that are not applied or invested as provided
in Sections 4.06(b)(1)-(b)(3) shall constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company shall make an offer to Holders (and all holders of other Senior Indebtedness of the
Company or of a Subsidiary Guarantor designated by the Company) containing provisions similar to those set forth in this Indenture with respect to offers to purchase with the proceeds of sales of assets to purchase the maximum principal amount of
Securities and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. 
 Pending
application of Net Available Cash pursuant to this Section 4.06, such Net Available Cash shall be held in cash, invested in Cash Equivalents or applied to temporarily reduce revolving credit indebtedness. 

For the purposes of this Section 4.06(a), the following are deemed to be cash or Cash Equivalents: 

(1) the assumption or discharge of Indebtedness of the Company (other than obligations in respect of Disqualified Stock of
the Company) or any Restricted Subsidiary (other than obligations in respect of Disqualified Stock or Preferred Stock of a Subsidiary Guarantor) and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in
connection with such Asset Disposition; 
 (2) securities, notes, or other obligations received by the Company or
any Restricted Subsidiary from the transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of the consummation of the Asset Disposition, to the extent of the cash received in such conversion; and

 (3) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in
such Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (3) that is at that time outstanding, not to exceed an amount equal to
$15.0 million at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes
in value). 
 (c) In the event of an Asset Disposition that requires the Company to make an offer to Holders of Securities
pursuant to Section 4.06(b), the Company shall purchase Securities tendered pursuant to an offer by the Company for the Securities (and such other Senior Indebtedness of the Company or of a Subsidiary Guarantor) at a purchase price of 100% of
their principal amount (or, in the event such other Senior Indebtedness was issued with significant original issue discount, 100% of the accreted 

 

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value thereof), without premium, plus accrued but unpaid interest (or, in respect of such other Senior Indebtedness, such lesser price, if any, as may be provided for by the terms of such other
Senior Indebtedness) in accordance with the procedures (including prorating in the event of oversubscription) set forth in this Indenture. If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their
purchase, the Company shall select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Securities shall be minimum denominations of $2,000 principal amount or any greater integral multiple
of $1,000. The Company shall not be required to make such an offer to purchase Securities (and other Senior Indebtedness of the Company or of a Subsidiary Guarantor) pursuant to this Section 4.06 if the Net Available Cash available therefor is
less than $10.0 million (which lesser amount shall be carried forward for purposes of determining whether such an offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an offer to
purchase, Net Available Cash shall be deemed to be reduced by the aggregate amount of such offer. 
 (d) The Company shall
comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities pursuant to this Section 4.06. To the extent that the
provisions of any securities laws or regulations conflict with provisions of this Section 4.06, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this
Section 4.06 by virtue of its compliance with such securities laws or regulations. 
 SECTION 4.07. Limitation on
Affiliate Transactions. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, or the rendering of any
service) with, or for the benefit of, any Affiliate of the Company (an “Affiliate Transaction”) unless: 

(1) the terms of the Affiliate Transaction are no less favorable to the Company or such Restricted Subsidiary than those
that could be obtained at the time of the Affiliate Transaction in arm’s-length dealings with a Person who is not an Affiliate; 

(2) if such Affiliate Transaction involves an amount in excess of $5.0 million, the Board of Managers of the Company
has determined in good faith that the criteria set forth in Section 4.07(a)(1) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution of the Board of Managers of the Company; and 

(3) if such Affiliate Transaction involves an amount in excess of $10.0 million, the Board of Managers of the Company
shall also have received a written opinion from an Independent Qualified Party to the effect that such Affiliate Transaction is fair, from a financial standpoint, to the Company and its Restricted Subsidiaries or is not less favorable to the Company
and its Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm’s-length transaction with a Person who was not an Affiliate. 
  


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 (b) The provisions of Section 4.07(a) shall not prohibit: 

(1) any Investment (other than a Permitted Investment) or other Restricted Payment, in each case permitted to be made
pursuant to Section 4.04; 
 (2) any issuance of securities, or other payments, awards or grants in cash,
securities or otherwise pursuant to, or the funding of, employment arrangements, employee benefit plans, stock options, stock ownership plans or any similar arrangement approved by the Board of Managers of the Company; 

(3) loans or advances to employees in the ordinary course of business, but in any event not to exceed $2.0 million in the
aggregate outstanding at any one time; 
 (4) the payment of reasonable fees and compensation to, and indemnities
provided for the benefit of, former, current or future officers, directors or managers, employees or consultants of the Company or any of its Restricted Subsidiaries; 

(5) any transaction with the Company, a Restricted Subsidiary or joint venture or similar entity which would constitute an
Affiliate Transaction solely because the Company or a Restricted Subsidiary owns an equity interest in or otherwise controls such Restricted Subsidiary, joint venture or similar entity; 

(6) the issuance or sale of any Equity Interests (other than Disqualified Stock) of the Company; 

(7) any agreement as in effect on the Issue Date and described in the Offering Circular or any amendments, renewals or
extensions of any such agreement (so long as such renewals or extensions are not disadvantageous to the Company in any material respect when taken as a whole as compared to the applicable agreement as in effect on the Issue Date) and the
transactions evidenced thereby; 
 (8) transactions with customers, clients, suppliers, or purchasers or sellers
of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture, which are fair to the Company and its Restricted Subsidiaries, in the reasonable determination of the Board of
Managers of the Company or the senior management thereof, or are on terms at least as favorable as might be reasonably obtained at such time from an unaffiliated party; or 

(9) the issuance and sale of the Securities issued on the Issue Date and the application of the proceeds therefrom as
contemplated by the Offering Circular. 
  

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 SECTION 4.08. Limitation on Line of Business. The Company shall not, and shall not
permit any Restricted Subsidiary, to engage in any business other than a Related Business, except as would not be material to the Company and its Restricted Subsidiaries taken as a whole. 

SECTION 4.09. Limitation on Co-Issuer. The Co-Issuer may not hold any material assets (other than Indebtedness owing to Co-Issuer
by the Company or any Restricted Subsidiary and non-material Cash Equivalents), become liable for any obligations or engage in any business activities (other than treasury, cash management and activities incidental thereto); provided,
however, that the Co-Issuer may be a co-obligor or guarantor with respect to the Securities or any other Indebtedness (including the Credit Facilities) if the Company is an obligor of such Indebtedness and the Net Cash Proceeds of such
Indebtedness are received by the Company or one or more of the Subsidiary Guarantors. The Co-Issuer shall be a Wholly Owned Subsidiary of the Company at all times. At any time after the Company or any successor to the Company is a corporation, the
Co-Issuer may merge with or consolidate into the Company or any Subsidiary of the Company. 
 SECTION 4.10. Change of
Control. Upon the occurrence of a Change of Control, each Holder shall have the right to require that the Issuers repurchase such Holder’s Securities at a purchase price in cash equal to 101% of the principal amount thereof on the date of
purchase plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date). 

Subject to compliance with the provisions of the succeeding paragraph, within 30 days following any Change of Control, the Issuers
shall mail a notice to each Holder with a copy to the Trustee (the “Change of Control Offer”) stating: 

(1) that a Change of Control has occurred and that such Holder has the right to require the Issuers to purchase such
Holder’s Securities at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of Holders of record on the relevant
record date to receive interest on the relevant interest payment date); 
 (2) the circumstances and relevant
facts regarding such Change of Control (including information to the extent available, with respect to pro forma historical income, cash flow and capitalization, in each case after giving effect to such Change of Control); 

(3) the purchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice
is mailed); and 
 (4) the instructions, as determined by the Issuers, consistent with this Section, that a
Holder must follow in order to have its Securities purchased. 
  

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 The Issuers shall not be required to make a Change of Control Offer following a Change of
Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Issuers and purchases
all Securities validly tendered and not withdrawn under such Change of Control Offer, (2) notice of redemption has been given pursuant to this Indenture as described above under Section 3.01 unless and until there is a default in the
payment of the applicable redemption price or (3) in connection with or in contemplation of any Change of Control for which a definitive agreement is in place the Company or a third party has made an offer to purchase (an “Alternate
Offer”) any and all Securities validly and properly tendered at a cash price equal to or higher than the Change of Control payment (as described above) and has purchased all Securities validly and properly tendered and not withdrawn in
accordance with the terms of the Alternate Offer; provided, however, that the terms of such Alternate Offer shall not require the Holders to irrevocably tender the Securities and such Alternate Offer shall not close until the Change of
Control is actually consummated. 
 The Issuers shall comply, to the extent applicable, with the requirements of
Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict
with the provisions of this Section, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under this Section by virtue of their compliance with such securities laws
or regulations. 
 SECTION 4.11. Limitation on Liens. The Company shall not, and shall not permit any Restricted
Subsidiary to, directly or indirectly, Incur or permit to exist any Lien (other than Permitted Liens) of any nature whatsoever on any of its property or assets (including Equity Interests of a Restricted Subsidiary), whether now owned or hereafter
acquired, securing any Indebtedness (the “Initial Lien”) without effectively providing that the Securities, or in the case of an Initial Lien on any property or assets of any Subsidiary Guarantor, the Subsidiary Guarantee of such
Subsidiary Guarantor, shall be secured equally and ratably with (or prior to) the obligations so secured for so long as such obligations are so secured. 

Any such Lien thereby created in favor of the Securities or any such Subsidiary Guarantee shall be automatically and unconditionally
released and discharged upon (i) the release and discharge of each Initial Lien to which it relates, (ii) in the case of any such Lien in favor of any such Subsidiary Guarantee, upon the termination and discharge of such Subsidiary
Guarantee in accordance with the terms of the indenture or (iii) any sale, exchange or transfer to any Person not an Affiliate of the Company of the property or assets secured by such Initial Lien. 

SECTION 4.12. Limitation on Sale/Leaseback Transactions. The Company shall not, and shall not permit any Restricted Subsidiary to,
enter into any Sale/Leaseback Transaction with respect to any property unless: 
 (1) the Company or such
Restricted Subsidiary would be entitled to (A) Incur Indebtedness in an amount equal to the Attributable Debt with respect to such Sale/Leaseback Transaction pursuant to Section 4.03 and (B) create a Lien on such property securing
such Attributable Debt without equally and ratably securing the Securities pursuant to Section 4.11; 
  

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 (2) the Net Cash Proceeds received by the Company or any Restricted
Subsidiary in connection with such Sale/Leaseback Transaction are at least equal to the Fair Market Value of such property; and 

(3) the Company applies the proceeds of such transaction in compliance with Section 4.06. 

SECTION 4.13. Future Subsidiary Guarantors. The Company shall not cause or permit (a) any of its Restricted Subsidiaries
(other than a Foreign Subsidiary or an Immaterial Subsidiary), directly or indirectly, to Guarantee any Indebtedness of the Company or any other Restricted Subsidiary, (b) any Foreign Subsidiary or Immaterial Subsidiary, directly or indirectly,
to Guarantee any Indebtedness of the Company or any Subsidiary Guarantor or (c) any of its Restricted Subsidiaries (other than a Foreign Subsidiary or an Immaterial Subsidiary) to Incur any Coverage Indebtedness, Credit Facility Indebtedness or
Contribution Indebtedness unless such Restricted Subsidiary is a Subsidiary Guarantor or contemporaneously executes and delivers to the Trustee a Guarantee Agreement pursuant to which such Restricted Subsidiary shall Guarantee payment of the
Securities on the same terms and conditions as those set forth in this Indenture and applicable to the other Subsidiary Guarantors and delivers to the Trustee an opinion of counsel (which may contain customary exceptions) that such Guarantee
Agreement has been duly authorized, executed and delivered by such Restricted Subsidiary and constitutes a legal, valid, binding and enforceable obligation of such Restricted Subsidiary. 

In addition, to the extent the collective Fair Market Value of the Company’s Immaterial Subsidiaries exceeds 2.5% of the Total
Assets, the Company shall cause, within ten days after such date, one or more of such Immaterial Subsidiaries to be redesignated a Material Subsidiary and to execute and deliver a Guarantee Agreement pursuant to which such Subsidiary shall Guarantee
payment of the Securities on the same terms and conditions as those set forth in this Indenture such that the collective Fair Market Value of all remaining Immaterial Subsidiaries does not exceed 2.5% of the Total Assets. 

SECTION 4.14. Compliance Certificate. The Company shall deliver to the Trustee within 120 days after the end of each fiscal
year of the Company an Officers’ Certificate stating whether or not to the best of the knowledge of the signers thereof a Default occurred during such period. If a Default shall have occurred during such period, the certificate shall describe
the Default, its status and what action the Company is taking or proposes to take with respect thereto. The Company also shall comply with TIA § 314(a)(4). 

 

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 Article 5 

Successor Company 

SECTION 5.01. When Company May Merge or Transfer Assets. (a) The Company shall not consolidate with or merge with or into, or
convey, transfer or lease, in one transaction or a series of transactions, directly or indirectly, all or substantially all its assets to, any Person, unless: 

(1) (x) the Company shall be the surviving corporation or (y) the resulting, surviving or transferee Person (the
“Successor Company”) shall be a limited liability company or corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company)
shall expressly assume, by an indenture supplemental thereto, executed and delivered to the Trustee, in a form reasonably satisfactory to the Trustee, all the obligations of the Company under the Securities and this Indenture; 

(2) immediately after giving pro forma effect to such transaction (and treating any Indebtedness which
becomes an obligation of the Successor Company or any Subsidiary as a result of such transaction as having been Incurred by such Successor Company or such Subsidiary at the time of such transaction), no Default shall have occurred and be continuing;

 (3) immediately after giving pro forma effect to such transaction, either (a) the Successor
Company would have been able to Incur an additional $1.00 of Coverage Indebtedness pursuant to Section 4.03(a) or (b) the Consolidated Coverage Ratio is no less than immediately prior to such transaction; and 

(4) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating
that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; 
 provided,
however, that clause (3) shall not be applicable to (A) a Restricted Subsidiary consolidating with, merging into or transferring all or part of its properties and assets to the Company (so long as no Equity Interests of the Company
are distributed to any Person) or (B) the Company merging with an Affiliate of the Company solely for the purpose and with the sole effect of reincorporating the Company in another jurisdiction. 

For purposes of this Section 5.01, the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially
all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a
consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. 
  

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 The Successor Company (if not the Company) shall be the successor to the Company and shall
succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, and the predecessor Company, except in the case of a lease, shall be released from the obligation to pay the principal of and interest
on the Securities. 
 (b) The Co-Issuer shall not consolidate with or merge with or into, or convey, transfer or lease, in one
transaction or a series of transactions, directly or indirectly, all or substantially all its assets to, any Person, unless: 

(1) (x) the Co-Issuer shall be the surviving corporation, (y) the resulting, surviving or transferee Person (the
“Successor Co-Issuer”) is the Company or a Subsidiary Guarantor or (z) the Successor Co-Issuer shall be a limited liability company or corporation organized and existing under the laws of the United States of America, any State
thereof or the District of Columbia, and the Successor Co-Issuer (if not the Co-Issuer) shall expressly assume, by an indenture supplemental thereto, executed and delivered to the Trustee, in a form reasonably satisfactory to the Trustee, all the
obligations of the Co-Issuer under the Securities and this Indenture; 
 (2) immediately after giving pro
forma effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Co-Issuer as a result of such transaction as having been Incurred by such Successor Co-Issuer at the time of such transaction), no
Default shall have occurred and be continuing with respect to the Co-Issuer; and 
 (3) the Company shall have
delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with the indenture. 

The Successor Co-Issuer (if not the Co-Issuer) shall be the successor to the Co-Issuer and shall succeed to, and be substituted for, and
may exercise every right and power of, the Co-Issuer under this Indenture, and the Co-Issuer, except in the case of a lease, shall be released from the obligation to pay the principal of and interest on the Securities. 

(c) The Company shall not permit any Subsidiary Guarantor to consolidate with or merge with or into, or convey, transfer or lease, in one
transaction or a series of transactions, all or substantially all of its assets to any Person unless: 
 (1)
(x) the Subsidiary Guarantor shall be the surviving corporation, (y) another Subsidiary Guarantor or the Company is the resulting, surviving or transferee Person or (z) the resulting, surviving or transferee Person (if not such
Subsidiary) shall be a Person organized and existing under the laws of the jurisdiction under which such Subsidiary was organized or under the laws of the United States of America, or any State thereof or the District of Columbia, and

  

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such Person shall expressly assume, by a Guarantee Agreement, in a form satisfactory to the Trustee, all the obligations of such Subsidiary, if any, under its Subsidiary Guarantee;
provided, however, that the foregoing shall not apply in the case of a Subsidiary Guarantor (i) that has been disposed of in its entirety to another Person (other than to the Company or an Affiliate of the Company), whether
through a merger, consolidation or sale of Equity Interests or assets or (ii) that, as a result of the disposition of all or a portion of its Equity Interests, ceases to be a Subsidiary, in both cases, if in connection therewith the Company
provides an Officers’ Certificate to the Trustee substantially to the effect that the Company shall comply with its obligations under Section 4.06 in respect of such disposition; 

(2) immediately after giving effect to such transaction or transactions on a pro forma basis (and treating
any Indebtedness which becomes an obligation of the resulting, surviving or transferee Person as a result of such transaction as having been issued by such Person at the time of such transaction), no Default shall have occurred and be continuing;
and 
 (3) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each
stating that such consolidation, merger or transfer and such Guarantee Agreement, if any, complies with this Indenture. 

Article 6 

Defaults and Remedies 

SECTION 6.01. Events of Default. An “Event of Default” occurs if: 

(1) the Issuers default in the payment of interest on the Securities when due, continued for 30 consecutive days;

 (2) the Issuers default in the payment of principal of any Security when due at its Stated Maturity, upon
optional redemption, upon required purchase, upon declaration of acceleration or otherwise; 
 (3) the Issuers
fail to comply with Section 5.01; 
 (4) the Issuers or any Subsidiary Guarantor fails to comply with any of
the other agreements in this Indenture; 
 (5) the Company or any Restricted Subsidiary defaults under any
Indebtedness of the Company or Restricted Subsidiary (or the payment of which is guaranteed by the Company or any Restricted Subsidiary) whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, if that default:

  

	 	(a)	is caused by a failure to pay any scheduled installment of principal on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on
the date of such default (a “Payment Default”); or 

  

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	 	(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 $20.0 million or more (the “cross acceleration provision”); provided, however, where (i) neither the Company nor a
Restricted Subsidiary has general liability with respect to such Indebtedness, and (ii) the creditor has agreed in writing that such creditor’s recourse is solely to specified assets or Unrestricted Subsidiaries, the amount of such
Indebtedness shall be deemed to be the lesser of (x) the principal amount of such Indebtedness, and (y) the Fair Market Value of such specified assets to which the creditor has recourse; 

(6) an Issuer or any Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law: 

(A) commences a voluntary case; 

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

(C) consents to the appointment of a Custodian of it or for any substantial part of its property; or 

(D) makes a general assignment for the benefit of its creditors; or takes any comparable action under any foreign laws
relating to insolvency; 
 (7) a court of competent jurisdiction enters an order or decree under any Bankruptcy
Law that: 
 (A) is for relief against an Issuer or any Significant Subsidiary in an involuntary case;

 (B) appoints a Custodian of an Issuer or any Significant Subsidiary or for any substantial part of its
property; or 
 (C) orders the winding up or liquidation of an Issuer or any Significant Subsidiary; 

or any similar relief is granted under any foreign laws and the order or decree remains unstayed and in effect for 60 consecutive
days; 
  

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 (8) the Company or any of the Restricted Subsidiaries fails to pay any final
non-appealable judgments entered by a court or courts of competent jurisdiction aggregating in excess of $20.0 million, which judgments are not paid, discharged or stayed, for a period of 60 consecutive days; or 

(9) any Subsidiary Guarantee ceases to be in full force and effect (other than in accordance with the terms of such
Subsidiary Guarantee) or any Subsidiary Guarantor that is a Significant Subsidiary denies or disaffirms its obligations under its Subsidiary Guarantee. 

The foregoing will constitute Events of Default whatever the reason for any such Event of Default and whether it is voluntary or
involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body. 

The term “Bankruptcy Law” means Title 11, United States Code, or any similar Federal or state law for the relief of
debtors. The term “Custodian” means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law. 

A Default under clauses (4) and (5) will not constitute an Event of Default until the Trustee or the Holders of at least 25% in
principal amount of the outstanding Securities notify the Company of the Default and the Company does not cure such Default within 60 days after receipt of such notice. Such notice must specify the Default, demand that it be remedied and state that
such notice is a “Notice of Default”. 
 If a Default occurs, is continuing and is known to the Trustee, the Trustee
must mail to each Holder of the Securities notice of the Default within 90 days after it occurs. Except in the case of a Default in the payment of principal of or interest on any Security, the Trustee may withhold notice if and so long as a
committee of its Trust Officers in good faith determines that withholding notice is not opposed to the interest of the Holders. In addition, the Company is required to deliver to the Trustee, within 120 days after the end of each fiscal year, a
statement regarding compliance with this Indenture. Within 30 days of becoming aware of any Default, the Company is required to deliver to the Trustee a written statement specifying such Default. 

SECTION 6.02. Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(6) or
(7) with respect to an Issuer) occurs and is continuing, the Trustee by notice to the Issuers, or the Holders of at least 25% in principal amount of the outstanding Securities by notice to the Issuers and the Trustee, may declare the principal
of and accrued but unpaid interest on all the Securities to be due and payable. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(6) or (7) with
respect to an Issuer occurs, the principal of and interest on all the Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Securityholders. The
Holders of a majority in principal amount of the Securities by notice to the Trustee may rescind an acceleration and its 

 

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consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has
become due solely because of such declaration of acceleration. No such rescission shall affect any subsequent Default or impair any right consequent thereto. 

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 interest on the Securities or to enforce the performance of any provision of the Securities or this Indenture. 

The Trustee may maintain a proceeding even if it does not possess any of the Securities or does not produce any of them in the
proceeding. A delay or omission by the Trustee or any Securityholder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. No
remedy is exclusive of any other remedy. All available remedies are cumulative. 
 SECTION 6.04. Waiver of Past Defaults.
The Holders of a majority in principal amount of the Securities by notice to the Trustee may waive an existing Default and its consequences except (a) a Default in the payment of the principal of or interest on a Security (b) a Default
arising from the failure to redeem or purchase any Security when required pursuant to this Indenture or (c) a Default in respect of a provision that under Section 9.02 cannot be amended without the consent of each Securityholder affected.
When a Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or impair any consequent right. 

SECTION 6.05. Control by Majority. The Holders of a majority in principal amount of the Securities may direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to
Section 7.01, that the Trustee determines is unduly prejudicial to the rights of other Securityholders or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper
by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not
taking such action. 
 SECTION 6.06. Limitation on Suits. Except to enforce the right to receive payment of principal,
premium (if any) or interest when due, no Securityholder may pursue any remedy with respect to this Indenture or the Securities unless: 

(1) the Holder gives to the Trustee written notice stating that an Event of Default is continuing; 

(2) the Holders of at least 25% in principal amount of the Securities make a written request to the Trustee to pursue the
remedy; 
  

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 (3) such Holder or Holders offer to the Trustee reasonable security or
indemnity against any loss, liability or expense; 
 (4) the Trustee does not comply with the request within 60
days after receipt of the request and the offer of security or indemnity; and 
 (5) the Holders of a majority in
principal amount of the Securities do not give the Trustee a direction inconsistent with the request during such 60-day period. 

A Securityholder may not use this Indenture to prejudice the rights of another Securityholder or to obtain a preference or priority over
another Securityholder. In the event that the Definitive Securities are not issued to any beneficial owner promptly after the Registrar has received a request from the Holder of a Global Security to issue such Definitive Securities to such
beneficial owner of its nominee, the Issuers expressly agree and acknowledge, with respect to the right of any Holder to pursue a remedy pursuant to this Indenture, the right of such beneficial holder of Securities to pursue such remedy with respect
to the portion of the Global Security that represents such beneficial holder’s Securities as if such Definitive Securities had been issued. 

SECTION 6.07. Rights of Holders to Receive Payment. Notwithstanding any other provision of this Indenture, the right of any Holder
to receive payment of principal of and interest on the Securities held by such Holder, on or after the respective due dates expressed in the Securities, or to bring suit for the enforcement of any such payment on or after such respective dates,
shall not be impaired or affected without the consent of such Holder. 
 SECTION 6.08. Collection Suit by Trustee. If an
Event of Default specified in Section 6.01(1) or (2) occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Issuers for the whole amount then due and owing (together with
interest on any unpaid interest to the extent lawful) and the amounts provided for in Section 7.07. 
 SECTION 6.09.
Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and the Securityholders allowed in any judicial proceedings
relative to the Issuers, their creditors or its property and, unless prohibited by law or applicable regulations and any Custodian in any such judicial proceeding is hereby authorized by each Holder to make payments to the Trustee and, in the event
that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, and any
other amounts due the Trustee under Section 7.07. 
 SECTION 6.10. Priorities. If the Trustee collects any money or
property pursuant to this Article 6, it shall pay out the money or property in the following order: 
 First: to
the Trustee for amounts due under Section 7.07; 
  

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 Second: to Securityholders for amounts due and unpaid on the Securities for
principal and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Securities for principal and interest, respectively; and 

Third: to the Company. 

The Trustee may fix a record date and payment date for any payment to Securityholders pursuant to this Section 6.10. At least
15 days before such record date, the Issuers shall mail to each Securityholder and the Trustee a notice that states the record date, the payment date and amount to be paid. 

SECTION 6.11. Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit
against the Trustee for any action taken or omitted by it as Trustee, a court of competent jurisdiction in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its
discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section does not
apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07 or a suit by Holders of more than 10% in aggregate principal amount of the Securities. 

SECTION 6.12. Waiver of Stay or Extension Laws. The Issuers (to the extent they may lawfully do so) shall not at any time insist
upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the
Issuers (to the extent that they may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and shall not 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 had been enacted. 
 Article 7 

Trustee 

SECTION 7.01. Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise the
rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs. 

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

(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and
no implied covenants or obligations shall be read into this Indenture against the Trustee; and 
  

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 (2) in the absence of bad faith on its part, the Trustee may conclusively
rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, the Trustee shall examine the
certificates and opinions to determine whether or not they conform to the requirements of this Indenture. 
 (c) The Trustee may
not be relieved from liability for its own negligent action, its own negligent failure to act or its own wilful misconduct, except that: 

(1) this paragraph does not limit the effect of paragraph (b) of this Section; 

(2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved
that the Trustee was negligent in ascertaining the pertinent facts; and 
 (3) the Trustee shall not be liable
with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05. 

(d) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of
this Section. 
 (e) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in
writing with the Issuers. 
 (f) Money held in trust by the Trustee need not be segregated from other funds except to the extent
required by law. 
 (g) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise
incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or
liability is not reasonably assured to it. 
 (h) Every provision of this Indenture relating to the conduct or affecting the
liability of or affording protection to the Trustee shall be subject to the provisions of this Section and to the provisions of the TIA. 

SECTION 7.02. Rights of Trustee. (a) The Trustee may rely on 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. 
  

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 (b) Before the Trustee acts or refrains from acting, it may require an Officers’
Certificate or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the Officers’ Certificate or Opinion of Counsel. 

(c) The Trustee may act through 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 which it believes to be
authorized or within its rights or powers; provided, however, that the Trustee’s conduct does not constitute wilful misconduct or negligence. 

(e) The Trustee may consult with counsel, and the advice or opinion of counsel with respect to legal matters relating to this Indenture
and the Securities shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. 

(f) Unless otherwise specifically identified in this Indenture, any demand, request, direction or notice from an Issuer will be
sufficient if signed by an Issuer. 
 SECTION 7.03. Individual Rights of Trustee. The Trustee in its individual or any
other capacity may become the owner or pledgee of Securities and may otherwise deal with the Issuers or their Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent, Registrar, co-registrar or co-paying agent may do
the same with like rights. However, the Trustee must comply with Sections 7.10 and 7.11. 
 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 Securities, it shall not be accountable for the Issuers’ use of the proceeds from the Securities, and
it shall not be responsible for any statement of the Issuers in this Indenture or in any document issued in connection with the sale of the Securities or in the Securities other than the Trustee’s certificate of authentication. 

SECTION 7.05. Notice of Defaults. If a Default occurs, is continuing and is known to the Trustee, the Trustee shall mail to each
Securityholder notice of the Default within 90 days after it occurs unless such Default shall have been cured or waived. Except in the case of a Default in the payment of principal of or interest on any Security (including payments pursuant to the
mandatory redemption provisions of such Security, if any), the Trustee may withhold the notice if and so long as a committee of its Trust Officers in good faith determines that withholding the notice is not opposed to the interests of the
Securityholders. 
 SECTION 7.06. Reports by Trustee to Holders. As promptly as practicable after each December 15
beginning with the December 15 following the Issue 
  

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Date, and in any event prior to February 15 in each year, the Trustee shall mail to each Securityholder a brief report dated as of December 15 that complies with TIA § 313(a).
The Trustee also shall comply with TIA § 313(b). 
 A copy of each report at the time of its mailing to
Securityholders shall be filed with the SEC and each stock exchange (if any) on which the Securities are listed. The Issuers agree to notify promptly the Trustee whenever the Securities become listed on any stock exchange and of any delisting
thereof. 
 As promptly as practicable, upon the Company’s request, the Trustee shall mail to each Securityholder any
report received by the Trustee from the Company pursuant to Section 4.02. 
 SECTION 7.07. Compensation and
Indemnity. The Issuers shall pay to the Trustee from time to time reasonable compensation for its services. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers shall
reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and
expenses, disbursements and advances of the Trustee’s agents, counsel, accountants and experts. The Issuers shall indemnify the Trustee against any and all loss, liability or expense (including attorneys’ fees) incurred by it in connection
with the administration of this trust and the performance of its duties hereunder. The Trustee shall notify the Issuers promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuers shall not relieve the
Issuers of their obligations hereunder. The Issuers shall defend the claim and the Trustee may have separate counsel and the Issuers shall pay the fees and expenses of such counsel. The Issuers need not reimburse any expense or indemnify against any
loss, liability or expense incurred by the Trustee through the Trustee’s own wilful misconduct, negligence or bad faith. 

To secure the Issuers’ payment obligations in this Section, the Trustee shall have a lien prior to the Securities on all money or
property held or collected by the Trustee other than money or property held in trust to pay principal of and interest on particular Securities. 

The Issuers’ payment obligations pursuant to this Section shall survive the discharge of this Indenture. When the Trustee incurs
expenses after the occurrence of a Default specified in Section 6.01(6) or (7) with respect to the Issuers, the expenses are intended to constitute expenses of administration under the Bankruptcy Law. 

SECTION 7.08. Replacement of Trustee. The Trustee may resign at any time by so notifying the Issuers. The Holders of a majority in
principal amount of the Securities may remove the Trustee by so notifying the Trustee and may appoint a successor Trustee. The Issuers shall remove the Trustee if: 

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

(2) the Trustee is adjudged bankrupt or insolvent; 

 

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 (3) a receiver or other public officer takes charge of the Trustee or its
property; or 
 (4) the Trustee otherwise becomes incapable of acting. 

If the Trustee resigns, is removed by the Issuers or by the Holders of a majority in principal amount of the Securities and such Holders
do not reasonably promptly appoint a successor Trustee, or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuers shall promptly appoint a successor
Trustee. 
 A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the
Issuers. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of
its succession to Securityholders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.07. 

If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee or the
Holders of 10% in principal amount of the Securities may petition any court of competent jurisdiction for the appointment of a successor Trustee. 

If the Trustee fails to comply with Section 7.10, any Securityholder may petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee. 
 Notwithstanding the replacement of the Trustee pursuant to
this Section, the Issuers’ obligations under Section 7.07 shall continue for the benefit of the retiring Trustee. 

SECTION 7.09. Successor Trustee by Merger. If the Trustee consolidates with, merges or converts into, or transfers all or
substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation without any further act shall be the successor Trustee. 

In case at the time such successor or successors by merger, conversion or consolidation to the Trustee shall succeed to the trusts
created by this Indenture any of the Securities shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Securities so authenticated;
and in case at that time any of the Securities shall not have been authenticated, any successor to the Trustee may authenticate such Securities either in the name of any predecessor hereunder or in the name of the successor to the Trustee; and in
all such cases such certificates shall have the full force which it is anywhere in the Securities or in this Indenture provided that the certificate of the Trustee shall have. 

 

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 SECTION 7.10. Eligibility; Disqualification. The Trustee shall at all times satisfy
the requirements of TIA § 310(a). The Trustee shall have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition. The Trustee shall comply with 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 an Issuer
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 the Issuers. The Trustee shall comply with 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. 
 Article 8 

Discharge of Indenture; Defeasance 

SECTION 8.01. Discharge of Liability on Securities; Defeasance. (a) When (1) the Issuers deliver to the Trustee all
outstanding Securities that have been authenticated (other than (i) Securities replaced pursuant to Section 2.07 and (ii) Securities for whose payment has been deposited in trust and thereafter repaid to the Issuers) for cancellation
or (2) all outstanding Securities that have not been delivered to the Trustee for cancelation have become due and payable by reason of the mailing of a notice of redemption pursuant to Article 3 hereof or otherwise will become due and
payable within one year or are to be called for redemption within one year and the Company irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Securityholders, cash in U.S. dollars,
U.S. Government Obligations, or a combination thereof, in amounts as will be sufficient, without consideration of any reinvestment of interest to pay and discharge the entire Indebtedness on the Securities not previously delivered to the Trustee for
cancelation (other than Securities replaced pursuant to Section 2.07) (including principal of, premium and interest, if any, on, the Securities to the date of maturity or redemption), and if in either case the Issuers pay all other sums payable
hereunder by the Issuers, then this Indenture shall, subject to Section 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers accompanied by an Officers’
Certificate and an Opinion of Counsel and at the cost and expense of the Issuers. 
 (b) Subject to Sections 8.01(c) and 8.02,
the Issuers at any time may terminate (1) all of the Issuers’ and each Subsidiary Guarantor’s obligations under the Securities and this Indenture (“legal defeasance option”) or (2) their obligations under
Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12 and 4.13 and the operation of Sections 6.01(4), 6.01(5), 6.01(6), 6.01(7), 6.01(8) or 6.01(9) (but, in the case of Sections 6.01(6) and (7), with respect only
to Significant Subsidiaries) and the limitations contained in Section 5.01(a)(3) (“covenant defeasance option”). The Issuers may exercise their legal defeasance option notwithstanding their prior exercise of their covenant defeasance
option. 
  

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 If the Issuers exercises their legal defeasance option, payment of the Securities may not be
accelerated because of an Event of Default with respect thereto. If the Issuers exercise their covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default specified in Sections 6.01(4), 6.01(5),
6.01(6), 6.01(7), 6.01(8) or 6.01(9) (but, in the case of Sections 6.01(6) and (7), with respect only to Significant Subsidiaries) or because of the failure of the Issuers to comply with Section 5.01(a)(3). If the Issuers exercise their
legal defeasance option or their covenant defeasance option, each Subsidiary Guarantor, if any, shall be released from all its obligations with respect to its Subsidiary Guarantee. 

Upon satisfaction of the conditions set forth herein and upon request of the Issuers, the Trustee shall acknowledge in writing the
discharge of those obligations that the Issuers terminate. 
 (c) Notwithstanding clauses (a) and (b) above, the
Issuers’ obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 and 7.08 and in this Article 8 shall survive until the Securities have been paid in full. Thereafter, the Issuers’ obligations in Sections 7.07, 8.04 and 8.05
shall survive. 
 SECTION 8.02. Conditions to Defeasance. The Issuers shall be entitled to exercise their legal
defeasance option or their covenant defeasance option only if: 
 (1) the Issuers irrevocably deposit in trust
with the Trustee money or U.S. Government Obligations for the payment of principal of and interest on the Securities to maturity or redemption, as the case may be; 

(2) the Company delivers to the Trustee a certificate from a nationally recognized investment bank, appraisal firm or firm
of independent public accountants expressing their opinion that the payments of principal and interest when due, plus any deposited money will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when
due on all the Securities to maturity or redemption, as the case may be; 
 (3) the Company delivers to the
Trustee an Opinion of Counsel (which opinion may be subject to customary assumptions and exceptions) to the effect that after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy,
insolvency, reorganization or similar laws affecting creditors’ rights generally; 
 (4) no Default or Event
of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit (and any similar concurrent deposit relating to other
Indebtedness), and the granting of Liens to secure such borrowings); 
  

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 (5) the deposit does not constitute a default under any other material
agreement (other than this Indenture and the agreements governing any other Indebtedness being defeased, discharged or replaced) binding on an Issuer; 

(6) the Company delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does
not constitute, nor is qualified as, a regulated investment company under the Investment Company Act of 1940; 

(7) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel
stating that (A) the Issuers have 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 Federal income tax law, in either case to the
effect that, and based thereon such Opinion of Counsel shall confirm that, the Securityholders will not recognize income, gain or loss for Federal income tax purposes as a result of such defeasance and will be subject to Federal income tax on the
same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred; 

(8) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel
to the effect that the Securityholders will not recognize income, gain or loss for Federal income tax purposes as a result of such covenant defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same
times as would have been the case if such covenant defeasance had not occurred; and 
 (9) the Company delivers
to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities as contemplated by this Article 8 have been complied with. 

Before or after a deposit, the Issuers may make arrangements satisfactory to the Trustee for the redemption of Securities at a future
date in accordance with Article 3. 
 SECTION 8.03. Application of Trust Money. The Trustee shall hold in trust
money or U.S. Government Obligations deposited with it pursuant to this Article 8. It shall apply the deposited money and the money from U.S. Government Obligations through the Paying Agent and in accordance with this Indenture to the
payment of principal of and interest on the Securities. 
 SECTION 8.04. Repayment to Issuers. The Trustee and the Paying
Agent shall promptly turn over to the Issuers upon request any excess money or securities held by them at any time. 
 Subject
to any applicable abandoned property law, the Trustee and the Paying Agent shall pay to the Issuers upon request any money held by them for the payment of principal or interest that remains unclaimed for two years, and, thereafter, Securityholders
entitled to the money must look to the Issuers for payment as general creditors. 
  

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 SECTION 8.05. Indemnity for Government Obligations. The Issuers shall pay and shall
indemnify the Trustee against any tax, fee or other charge imposed on or assessed against deposited U.S. Government Obligations or the principal and interest received on such U.S. Government Obligations. 

SECTION 8.06. Reinstatement. If the Trustee or Paying Agent is unable to apply any money or U.S. Government Obligations in
accordance with this Article 8 by reason of any legal proceeding or by reason of any order or judgment of any court of competent jurisdiction or governmental authority enjoining, restraining or otherwise prohibiting such application, the
Issuers’ and each Subsidiary Guarantor’s obligations under this Indenture, each Subsidiary Guarantee and the Securities shall be revived and reinstated as though no deposit had occurred pursuant to this Article 8 until such time as the
Trustee or Paying Agent is permitted to apply all such money or U.S. Government Obligations in accordance with this Article 8; provided, however, that, if the Issuers have made any payment of interest on or principal of any
Securities because of the reinstatement of their obligations, the Issuers shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money or U.S. Government Obligations held by the Trustee or Paying Agent.

 Article 9 

Amendments 

SECTION 9.01. Without Consent of Holders. The Issuers, the Subsidiary Guarantors and the Trustee may amend this Indenture or the
Securities without notice to or consent of any Securityholder: 
 (1) to cure any ambiguity, omission, defect or
inconsistency; 
 (2) to provide for the assumption by a successor corporation of the obligations of the Issuers
or any Subsidiary Guarantor under the Securities, this Indenture or a Subsidiary Guarantee, as applicable; 
 (3)
to provide for uncertificated Securities in addition to or in place of certificated Securities; provided, however, that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code or in a
manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code; 
 (4) to
add Guarantees with respect to the Securities, including any Subsidiary Guarantees, or to secure the Securities; 

(5) to add to the covenants for the benefit of the Holders or to surrender any right or power herein conferred upon the
Issuers or any Subsidiary Guarantor; 
  

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 (6) to make any change that would provide additional rights or benefits to
the Holders or that does not adversely affect the rights under this Indenture of any Securityholders; 
 (7) to
comply with any requirement of the SEC in connection with the qualification of this Indenture under the TIA; 

(8) to conform the text of this Indenture, the Securities and the Subsidiary Guaranties to any provision of the
“Description of the Notes” contained in the Offering Circular to the extent that such provision was intended to be a verbatim recitation of a provision of this Indenture, the Securities and the Subsidiary Guarantees; 

(9) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Securities;
provided, however, that (a) compliance with this Indenture as so amended would not result in Securities being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does
not materially and adversely affect the rights of Holders to transfer Securities; 
 (10) to provide for a
successor Trustee in accordance with the terms of this Indenture or to otherwise comply with any requirement of this Indenture; or 

(11) to comply with the rules of any applicable securities depository. 

After an amendment under this Section 9.01 becomes effective, the Issuers shall mail to Securityholders a notice briefly describing
such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01. 

SECTION 9.02. With Consent of Holders. The Issuers, the Subsidiary Guarantors and the Trustee may amend this Indenture or the
Securities with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities) and any past default or
compliance with any provisions may also be waived with the consent of the Holders of at least a majority in principal amount of the Securities then outstanding. However, without the consent of each Securityholder affected thereby, an amendment or
waiver may not: 
 (1) reduce the amount of Securities whose Holders must consent to an amendment; 

(2) reduce the rate of or extend the time for payment of interest on any Security; 

(3) reduce the principal of or change the Stated Maturity of any Security; 

 

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 (4) change the provisions applicable to the redemption of any Security
contained in Article 3 hereto or paragraph 5 of the Securities; 
 (5) make any Security payable in
money other than that stated in the Security; 
 (6) impair the right of any Securityholder to receive payment of
principal of and interest on such Securityholder’s Securities on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such Securityholder’s Securities; 

(7) make any change in the amendment provisions that require each Securityholder’s consent or in the waiver
provision; 
 (8) make any change in the ranking or priority of any Security that would adversely affect the
Securityholders; or 
 (9) make any change in any Subsidiary Guarantee that would adversely affect the
Securityholders or release any Subsidiary Guarantee (other than in accordance with the terms of this Indenture). 
 It shall not
be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. 

After an amendment under this Section 9.02 becomes effective, the Issuers shall mail to Securityholders a notice briefly describing
such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02. 

SECTION 9.03. Compliance with Trust Indenture Act. Every amendment to this Indenture or the Securities shall comply with the TIA
as then in effect. 
 SECTION 9.04. Revocation and Effect of Consents and Waivers. A consent to an amendment or a waiver
by a Holder of a Security shall bind the Holder and every subsequent Holder of that Security or portion of the Security that evidences the same debt as the consenting Holder’s Security, even if notation of the consent or waiver is not made on
the Security. However, any such Holder or subsequent Holder may revoke the consent or waiver as to such Holder’s Security or portion of the Security if the Trustee receives the notice of revocation before the date the amendment or waiver
becomes effective. After an amendment or waiver becomes effective, it shall bind every Securityholder. An amendment or waiver becomes effective upon the execution of such amendment or waiver by the Trustee. 

The Issuers may, but shall not be obligated to, fix a record date for the purpose of determining the Securityholders entitled to give
their consent or take any other action described above or required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding the immediately preceding paragraph, those

  

 74 









 
Persons who were Securityholders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent previously given
or to take any such action, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 120 days after such record date. 

SECTION 9.05. Notation on or Exchange of Securities. If an amendment changes the terms of a Security, the Issuer may require the
Holder of the Security to deliver it to the Trustee. The Trustee may place an appropriate notation as provided by the Issuer on the Security regarding the changed terms and return it to the Holder. Alternatively, if the Issuers or the Trustee so
determines, the Issuers in exchange for the Security shall issue and the Trustee shall authenticate a new Security that reflects the changed terms. Failure to make the appropriate notation or to issue a new Security shall not affect the validity of
such amendment. 
 SECTION 9.06. Trustee to Sign Amendments. The Trustee shall sign any amendment authorized pursuant to
this Article 9 if the amendment does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may but need not sign it. In signing such amendment the Trustee shall be entitled to receive indemnity
satisfactory to it and to receive, and (subject to Section 7.01) shall be fully protected in relying upon, an Officers’ Certificate and an Opinion of Counsel stating that such amendment is authorized or permitted by this Indenture.

 SECTION 9.07. Payment for Consent. Neither the Issuers nor any Affiliate of the Issuers shall, directly or indirectly,
pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Securities unless such
consideration is offered to all Holders and is paid to all Holders that so consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or agreement. 

Article 10 

Subsidiary Guarantees 

SECTION 10.01. Guarantees. Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally on a
senior unsecured basis, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or
otherwise, and all other monetary obligations of the Issuers under this Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Issuers under this Indenture and the
Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or
further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article 10 notwithstanding any extension or renewal of any Obligation. 

 

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 Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the
Issuers of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Subsidiary Guarantor
hereunder shall not be affected by (1) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuers or any other Person (including any Subsidiary Guarantor) under this Indenture,
the Securities or any other agreement or otherwise; (2) any extension or renewal of any thereof; (3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other
agreement; (4) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (5) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the
Guaranteed Obligations; or (6) except as set forth in Section 10.06, any change in the ownership of such Subsidiary Guarantor. 

Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee herein constitutes a guarantee of payment, performance and
compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. 

Except as expressly set forth in Sections 8.01(b), 10.02 and 10.06, the obligations of each Subsidiary Guarantor hereunder shall not
be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or
termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be
discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any
thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of
such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. 

Each Subsidiary Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be,
if at any time payment, or any part thereof, of principal of or interest on any Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of an Issuer or otherwise. 

 

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 In furtherance of the foregoing and not in limitation of any other right which any Holder or
the Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Issuers to pay the principal of or interest on any Obligation when and as the same shall become due, whether at maturity, by acceleration,
by redemption or otherwise, or to perform or comply with any other Obligation, each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the
Trustee an amount equal to the sum of (A) the unpaid amount of such Guaranteed Obligations, (B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (C) all other monetary
Guaranteed Obligations of the Issuers to the Holders and the Trustee. 
 Each Subsidiary Guarantor agrees that, as between it,
on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations hereby may be accelerated as provided in Article 6 for the purposes of such Subsidiary Guarantor’s Subsidiary Guarantee
herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations
as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section. 

Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the
Trustee or any Holder in enforcing any rights under this Section. 
 SECTION 10.02. Limitation on Liability. Any term or
provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Guaranteed Obligations guaranteed hereunder by any Subsidiary Guarantor shall not exceed the maximum amount that can be hereby guaranteed without
rendering this Indenture, as it relates to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. 

SECTION 10.03. Successors and Assigns. This Article 10 shall be binding upon each Subsidiary Guarantor and its successors and
assigns and shall enure 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 upon that party in this
Indenture and in the Securities shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions of this Indenture. 

SECTION 10.04. No Waiver. Neither a failure nor a delay on the part of either the Trustee or the Holders in exercising any right,
power or privilege under this Article 10 shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any right, power or privilege. The rights, remedies and benefits of the Trustee and
the Holders herein expressly specified are cumulative and not exclusive of any other rights, remedies or benefits which either may have under this Article 10 at law, in equity, by statute or otherwise. 

 

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 SECTION 10.05. Modification. No modification, amendment or waiver of any provision of
this Article 10, nor the consent to any departure by any Subsidiary Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Trustee, and then such waiver or consent shall be effective only in
the specific instance and for the purpose for which given. No notice to or demand on any Subsidiary Guarantor in any case shall entitle such Subsidiary Guarantor to any other or further notice or demand in the same, similar or other circumstances.

 SECTION 10.06. Release of Subsidiary Guarantor. A Subsidiary Guarantor will be released from its obligations under
this Article 10 (other than any obligation that may have arisen under Section 10.07). 
 (1) upon the sale
(including any sale pursuant to any exercise of remedies by a holder of Indebtedness of an Issuer or of such Subsidiary Guarantor) or other disposition (including by way of consolidation or merger) of a Subsidiary Guarantor (including the sale or
disposition of Equity Interests of a Subsidiary Guarantor) following which such Subsidiary Guarantor is no longer a Subsidiary, 

(2) upon the sale or disposition of all or substantially all the assets of a Subsidiary Guarantor, 

(3) upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary to the extent permitted by this
Indenture, 
 (4) at such time as such Subsidiary Guarantor does not have any Indebtedness outstanding that would
have required such Subsidiary Guarantor to enter into a Guarantee Agreement pursuant to Section 4.13 and the Issuers provides an Officers’ Certificate to the Trustee certifying that no such Indebtedness is outstanding and that the Issuers
elect to have such Subsidiary Guarantor released from this Article 10, or 
 (5) upon defeasance of the
Securities pursuant to Article 8, or 
 (6) upon the full satisfaction of the Issuers’ obligations
under this Indenture; 
 provided, however, that in the case of clauses (1) and (2) above, (i) such sale or other
disposition is made to a Person other than an Issuer or an Affiliate of either Issuer, (ii) such sale or disposition is otherwise permitted by this Indenture and (iii) the Issuers provides an Officers’ Certificate to the Trustee to
the effect that the Issuers will comply with its obligations under Section 4.06. 
 At the request of the Issuers, the Trustee shall
execute and deliver an appropriate instrument evidencing such release. 
  

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 SECTION 10.07. Contribution. Each Subsidiary Guarantor that makes a payment under its
Subsidiary Guarantee shall be entitled upon payment in full of all Guaranteed Obligations under this Indenture to a contribution from each other Subsidiary Guarantor in an amount equal to such other Subsidiary Guarantor’s pro rata
portion of such payment based on the respective net assets of all the Subsidiary Guarantors at the time of such payment determined in accordance with GAAP. 

Article 11 

Miscellaneous 

SECTION 11.01. Trust Indenture Act Controls. If any provision of this Indenture limits, qualifies or conflicts with another
provision which is required to be included in this Indenture by the TIA, the required provision shall control. 
 SECTION 11.02.
Notices. Any notice or communication shall be in writing and delivered in person or mailed by first-class mail addressed as follows: 

if to the Issuers: 

Aquilex Corporation 

3344 Peachtree Road NE, Suite 2100 

Atlanta, Georgia 30326 

Attention: General Counsel 

if to the Trustee: 

Wilmington Trust FSB 

246 Goose Lane, Suite 105 

Guilford, Connecticut 06437 

Attention: Corporate Trust Services – Aquilex Administrator 

The Issuers, any Subsidiary Guarantor or the Trustee by notice to the other may designate additional or different addresses for
subsequent notices or communications. 
 Any notice or communication mailed to a Securityholder shall be mailed to the
Securityholder at the Securityholder’s address as it appears on the registration books of the Registrar and shall be sufficiently given if so mailed within the time prescribed. 

Failure to mail a notice or communication to a Securityholder or any defect in it shall not affect its sufficiency with respect to other
Securityholders. If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it. 

SECTION 11.03. Communication by Holders with Other Holders. Securityholders may communicate pursuant to TIA § 312(b) with
other Securityholders 
  

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with respect to their rights under this Indenture or the Securities. The Issuers, any Subsidiary Guarantor, 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
Issuers to the Trustee to take or refrain from taking any action under this Indenture, the Issuers shall furnish to the Trustee: 

(1) an Officers’ Certificate in form and substance satisfactory to the Trustee stating that, in the opinion of the
signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and 

(2) an Opinion of Counsel in form and substance satisfactory to the Trustee stating that, in the opinion of such counsel,
all such conditions precedent have been complied with. 
 SECTION 11.05. Statements Required in Certificate or Opinion.
Each certificate or opinion with respect to compliance with a covenant or condition provided for in this Indenture shall include: 

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

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

(4) a statement as to whether or not, in the opinion of such individual, such covenant or condition has been complied
with. 
 SECTION 11.06. When Securities Disregarded. In determining whether the Holders of the required principal amount
of Securities have concurred in any direction, waiver or consent, Securities owned by an Issuer or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with an Issuer shall be disregarded and
deemed not to be outstanding, except that, for the purpose of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Securities which the Trustee knows are so owned shall be so disregarded. Also,
subject to the foregoing, only Securities outstanding at the time shall be considered in any such determination. 
  

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 SECTION 11.07. Rules by Trustee, Paying Agent and Registrar. The Trustee may make
reasonable rules for action by or a meeting of Securityholders. The Registrar and the Paying Agent may make reasonable rules for their functions. 

SECTION 11.08. Legal Holidays. If a payment date is a Legal Holiday, payment shall be made on the next succeeding day that is not
a Legal Holiday, and no interest shall accrue for the intervening period. If a regular record date is a Legal Holiday, the record date shall not be affected. 

SECTION 11.09. Governing Law. This Indenture and the Securities shall be governed by, and construed in accordance with, the laws
of the State of New York. 
 SECTION 11.10. No Recourse Against Others. A director, officer, employee or
stockholder, as such, of an Issuer or any Subsidiary Guarantor shall not have any liability for any obligations of such Issuer under the Securities or this Indenture or of such Subsidiary Guarantor under its Subsidiary Guarantee or this Indenture or
for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Security, each Securityholder shall waive and release all such liability. The waiver and release shall be part of the consideration for the
issue of the Securities. 
 SECTION 11.11. Successors. All agreements of the Issuers or any Subsidiary Guarantor in this
Indenture and the Securities shall bind its successors. All agreements of the Trustee in this Indenture shall bind their successors. 

SECTION 11.12. Multiple Originals. The parties may sign any number of copies of this Indenture. Each signed copy shall be an
original, but all of them together represent the same agreement. One signed copy is enough to prove this Indenture. 
 SECTION
11.13. Table of Contents; Headings. The table of contents, cross-reference sheet and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof
and shall not modify or restrict any of the terms or provisions hereof. 
 [Remainder of Page Intentionally Left Blank]

  

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

					
	AQUILEX HOLDINGS LLC
			
	    By	 		 	
		 	 /s/ Jay W. Ferguson

		 	Name:	 	
		 	Title:	 	
	
	AQUILEX FINANCE CORP.
			
	    By	 		 	
		 	 /s/ L.W. Varner, Jr.

		 	Name:	 	
		 	Title:	 	
	
	AQUILEX CORPORATION
			
	    By	 		 	
		 	 /s/ L.W. Varner, Jr.

		 	Name:	 	
		 	Title:	 	
	
	AQUILEX HYDROCHEM, INC.
			
	    By	 		 	
		 	 /s/ L.W. Varner, Jr.

		 	Name:	 	
		 	Title:	 	
	
	AQUILEX SPECIALTY REPAIR AND OVERHAUL, INC.
			
	    By	 		 	
		 	 /s/ L.W. Varner, Jr.

		 	Name:	 	
		 	Title:	 	


  

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	AQUILEX HYDROCHEM INDUSTRIAL CLEANING, INC.
		
	    By	 	
		 	 /s/ L.W. Varner, Jr.

		 	Name:
		 	Title:
	
	AQUILEX SMS, INC.
		
	    By	 	
		 	 /s/ L.W. Varner, Jr.

		 	Name:
		 	Title:
	
	AQUILEX WSI, INC.
		
	    By	 	
		 	 /s/ L.W. Varner, Jr.

		 	Name:
		 	Title:
	
	WILMINGTON TRUST FSB
		
	    By	 	
		 	 /s/ Jane Schweiger

		 	Name:  Jane Schweiger
		 	Title:    Vice President


  

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 RULE 144A/REGULATION S/IAI APPENDIX 

PROVISIONS RELATING TO INITIAL SECURITIES, 

PRIVATE EXCHANGE SECURITIES 

AND EXCHANGE SECURITIES 

1. Definitions 

For the purposes of this Appendix the following terms shall have the meanings indicated below: 

“Additional Securities” means Securities (other than the Initial Securities issued on the Issue Date) issued under the
Indenture, as part of the same series as the Initial Securities issued on the Issue Date. 
 “Applicable Procedures”
means, with respect to any transfer or transaction involving a Temporary Regulation S Global Security or beneficial interest therein, the rules and procedures of the Depository for such a Temporary Regulation S Global Security, to the extent
applicable to such transaction and as in effect from time to time. 
 “Definitive Security” means a certificated
Initial Security or Exchange Security or Private Exchange Security bearing, if required, the appropriate restricted securities legend set forth in Section 2.3(e). 

“Depository” means The Depository Trust Company, its nominees and their respective successors. 

“Distribution Compliance Period”, with respect to any Securities, means the period of 40 consecutive days beginning on and
including the later of (i) the day on which such Securities are first offered to Persons other than distributors (as defined in Regulation S under the Securities Act) in reliance on Regulation S and (ii) the issue date with respect to such
Securities. 
 “Exchange Securities” means (1) the
11 1/8% Senior Notes Due 2016 issued pursuant to the
Indenture in connection with a Registered Exchange Offer pursuant to a Registration Rights Agreement and (2) Additional Securities, if any, issued pursuant to a registration statement filed with the SEC under the Securities Act.

 “IAI” means an institutional “accredited investor”, as defined in Rule 501(a)(1), (2),
(3) and (7) of Regulation D under the Securities Act. 
 “Initial Purchasers” means (1) with respect to
the Initial Securities issued on the Issue Date, Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. Incorporated and RBC Capital Markets Corporation, and (2) with respect to each issuance of Additional Securities, the Persons
purchasing such Additional Securities under the related Purchase Agreement. 








 “Initial Securities” means (1) $225,000,000 aggregate
principal amount of 11 1/8% Senior Notes
Due 2016 issued on the Issue Date and (2) Additional Securities, if any, issued in a transaction exempt from the registration requirements of the Securities Act. 

“Private Exchange” means the offer by the Issuers, pursuant to a Registration Rights Agreement, to the Initial Purchasers to
issue and deliver to each Initial Purchaser, in exchange for the Initial Securities held by the Initial Purchaser as part of its initial distribution, a like aggregate principal amount of Private Exchange Securities. 

“Private Exchange Securities” means any
11 1/8% Senior Notes Due 2016 issued in connection
with a Private Exchange. 
 “Purchase Agreement” means (1) with respect to the Initial Securities issued
on the Issue Date, the Purchase Agreement dated December 16, 2009, among the Issuers, the Guarantors and the Initial Purchasers, and (2) with respect to each issuance of Additional Securities, the purchase agreement or underwriting
agreement among the Issuers, the Guarantors and the Persons purchasing such Additional Securities. 
 “QIB” means a
“qualified institutional buyer” as defined in Rule 144A. 
 “Registered Exchange Offer” means the offer
by the Issuers, pursuant to a Registration Rights Agreement, to certain Holders of Initial Securities, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of Exchange Securities registered
under the Securities Act. 
 “Registration Rights Agreement” means (1) with respect to the Initial Securities
issued on the Issue Date, the Registration Rights Agreement dated December 23, 2009, among the Issuers, the Guarantors and the Initial Purchasers and (2) with respect to each issuance of Additional Securities issued in a transaction exempt
from the registration requirements of the Securities Act, the registration rights agreement, if any, among the Issuers and the Persons purchasing such Additional Securities under the related Purchase Agreement. 

“Rule 144A Securities” means all Securities offered and sold to QIBs in reliance on Rule 144A. 

“Securities” means the Initial Securities, the Exchange Securities and the Private Exchange Securities, treated as a single
class. 
 “Securities Act” means the Securities Act of 1933. 

“Securities Custodian” means the custodian with respect to a Global Security (as appointed by the Depository), or any successor
Person thereto and shall initially be the Trustee. 
  

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 “Shelf Registration Statement” means the registration statement issued by the
Issuers in connection with the offer and sale of Initial Securities or Private Exchange Securities pursuant to a Registration Rights Agreement. 

“Transfer Restricted Securities” means Securities that bear or are required to bear the legend relating to restrictions on
transfer relating to the Securities Act set forth in Section 2.3(e) hereto. 
 1.2 Other Definitions 

 

				
	 Term
	  	Defined in
Section:	 
	 “Agent Members”
	  	2.1	(b) 
	 “Global Securities”
	  	2.1	(a) 
	 “IAI Global Security”
	  	2.1	(a) 
	 “Permanent Regulation S Global Security”
	  	2.1	(a) 
	 “Regulation S”
	  	2.1	(a) 
	 “Regulation S Global Security”
	  	2.1	(a) 
	 “Rule 144A”
	  	2.1	(a) 
	 “Rule 144A Global Security”
	  	2.1	(a) 
	 “Temporary Regulation S Global Security”
	  	2.1	(a) 

 2. The
Securities. 
 2.1 (a) Form and Dating. The Initial Securities will be offered and sold by the Issuers pursuant
to a Purchase Agreement. The Initial Securities will be resold initially only to (i) QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”) and (ii) Persons other than U.S. Persons (as defined in
Regulation S) in reliance on Regulation S under the Securities Act (“Regulation S”). Initial Securities may thereafter be transferred to, among others, QIBs, IAIs and purchasers in reliance on Regulation S, subject to the restrictions on
transfer set forth herein. Initial Securities initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global Securities in definitive, fully registered form (collectively, the “Rule 144A
Global Security”); Initial Securities initially resold to IAIs shall be issued initially in the form of one or more permanent global Securities in definitive, fully registered form (collectively, the “IAI Global Security”); and
Initial Securities initially resold pursuant to Regulation S shall be issued initially in the form of one or more temporary global securities in fully registered form (collectively, the “Temporary Regulation S Global Security”), in each
case without interest coupons and with the global securities legend and the applicable restricted securities legend set forth in Exhibit 1 hereto, which shall be deposited on behalf of the purchasers of the Initial Securities represented
thereby with the Securities Custodian and registered in the name of the Depository or a nominee of the Depository, duly executed by the Issuers and authenticated by the Trustee as provided in this Indenture. Except as set forth in this

  

 3 









 
Section 2.1(a), beneficial ownership interests in the Temporary Regulation S Global Security will not be exchangeable for interests in the Rule 144A Global Security, the IAI Global
Security, a permanent Regulation S global security (the “Permanent Regulation S Global Security”, and together with the Temporary Regulation S Global Security, the “Regulation S Global Security”) or any other Security prior to
the expiration of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Security, an IAI Global Security or the Permanent Regulation S
Global Security only upon certification in form satisfactory to the Trustee that (i) beneficial ownership interests in such Temporary Regulation S Global Security are owned either by non-U.S. persons or U.S. persons who purchased such interests
in a transaction that did not require registration under the Securities Act and (ii) in the case of an exchange for an IAI Global Security, certification that the interest in the Temporary Regulation S Global Security is being transferred to an
institutional “accredited investor” under the Securities Act that is an institutional accredited investor acquiring the Securities for its own account or for the account of an institutional accredited investor. 

Beneficial interests in Temporary Regulation S Global Securities or IAI Global Securities may be exchanged for interests in
Rule 144A Global Securities if (1) such exchange occurs in connection with a transfer of Securities in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S Global Security or
the IAI Global Security, as applicable, first delivers to the Trustee a written certificate (in a form satisfactory to the Trustee) to the effect that the beneficial interest in the Temporary Regulation S Global Security or the IAI Global Security,
as applicable, is being transferred to a Person (a) who the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (c) in
accordance with all applicable securities laws of the States of the United States and other jurisdictions. 
 Beneficial
interests in Temporary Regulation S Global Securities and Rule 144A Global Securities may be exchanged for an interest in IAI Global Securities if (1) such exchange occurs in connection with a transfer of the securities in compliance with
an exemption under the Securities Act and (2) the transferor of the Regulation S Global Security or Rule 144A Global Security, as applicable, first delivers to the trustee a written certificate (substantially in the form of Exhibit 2)
to the effect that (A) the Regulation S Global Security or Rule 144A Global Security, as applicable, is being transferred (a) to an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) and
(7) under the Securities Act that is an institutional investor acquiring the securities for its own account or for the account of such an institutional accredited investor, in each case in a minimum principal amount of the securities of
$250,000, 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 and (B) in accordance with all applicable securities laws of the States of the United States
and other jurisdictions. 
 Beneficial interests in a Rule 144A Global Security or an IAI Global Security may be
transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Security, whether before or after the expiration of the Distribution 

 

 4 









 
Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in the Indenture) to the effect that such transfer is being made in accordance
with Rule 903 or 904 of Regulation S or Rule 144 (if applicable). 
 The Rule 144A Global Security, the IAI
Global Security, the Temporary Regulation S Global Security and the Permanent Regulation S Global Security are collectively referred to herein as “Global Securities”. The aggregate principal amount of the Global Securities may from time to
time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided. 

(b) Book-Entry Provisions. This Section 2.1(b) shall apply only to a Global Security deposited with or on behalf of the
Depository. 
 The Issuers shall execute and the Trustee shall, in accordance with this Section 2.1(b), authenticate and
deliver initially one or more Global Securities that (a) shall be registered in the name of the Depository for such Global Security or Global Securities or the nominee of such Depository and (b) shall be delivered by the Trustee to such
Depository or pursuant to such Depository’s instructions or held by the Trustee as custodian for the Depository. 
 Members
of, or participants in, the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depository or by the Trustee as the custodian of the Depository or under
such Global Security, and the Issuers, the Trustee and any agent of the Issuers or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing,
nothing herein shall prevent the Issuers, the Trustee or any agent of the Issuers 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
Agent Members, the operation of customary practices of such Depository governing the exercise of the rights of a holder of a beneficial interest in any Global Security. 

(c) Definitive Securities. Except as provided in this Section 2.1 or Section 2.3 or 2.4, owners of beneficial interests
in Global Securities shall not be entitled to receive physical delivery of Definitive Securities. 
 2.2
Authentication. The Trustee shall authenticate and deliver: (1) on the Issue Date, an aggregate principal amount of
$225,000,000 11 1/8% Senior Notes Due 2016,
(2) any Additional Securities for an original issue in an aggregate principal amount specified in the written order of the Issuers pursuant to Section 2.02 of the Indenture and (3) Exchange Securities or Private Exchange Securities
for issue only in a Registered Exchange Offer or a Private Exchange, respectively, pursuant to a Registration Rights Agreement, for a like principal amount of Initial Securities, in each case upon a written order of the Issuers signed by one Officer
of each Issuer. Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and, in the case of any issuance of Additional Securities pursuant to
Section 2.13 of the Indenture, shall certify that such issuance is in compliance with Section 4.03 of the Indenture. 
  

 5 









 2.3 Transfer and Exchange. (a) Transfer and Exchange of Definitive
Securities. When Definitive Securities are presented to the Registrar with a request: 
  

	 	(x)	to register the transfer of such Definitive Securities; or 

  

	 	(y)	to exchange such Definitive Securities for an equal principal amount of Definitive Securities of other authorized denominations, 


the Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided,
however, that the Definitive Securities surrendered for transfer or exchange: 
 (i) shall be duly endorsed or accompanied
by a written instrument of transfer in form reasonably satisfactory to the Issuers and the Registrar, duly executed by the Holder thereof or its attorney duly authorized in writing; and 

(ii) if such Definitive Securities are required to bear a restricted securities legend, they are being transferred or exchanged pursuant
to an effective registration statement under the Securities Act, pursuant to Section 2.3(b) or pursuant to clause (A), (B) or (C) below, and are accompanied by the following additional information and documents, as applicable:

 (A) if such Definitive Securities are being delivered to the Registrar by a Holder for registration in the
name of such Holder, without transfer, a certification from such Holder to that effect; or 
 (B) if such
Definitive Securities are being transferred to the Issuers, a certification to that effect; or 
 (C) if such
Definitive Securities are being transferred (x) pursuant to an exemption from registration in accordance with Rule 144A, Regulation S or Rule 144 under the Securities Act; or (y) in reliance upon another exemption from the
requirements of the Securities Act: (i) a certification to that effect (in the form set forth on the reverse of the Security) and (ii) if the Issuers so request, an opinion of counsel or other evidence reasonably satisfactory to it as to
the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i). 
 (b) Restrictions on
Transfer of a Definitive Security for a Beneficial Interest in a Global Security. A Definitive Security may not be exchanged for a beneficial interest in a Rule 144A Global Security, an IAI Global Security or a Permanent Regulation S
Global Security except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a Definitive Security, duly endorsed or accompanied by appropriate instruments of transfer, in form satisfactory to the Trustee, together
with: 
 (i) certification, in the form set forth on the reverse of the Security, that such Definitive Security is either
(A) being transferred to a QIB in accordance with Rule 144A, (B) being transferred to an IAI or (C) being transferred after expiration of the Distribution Compliance Period by a Person who initially purchased such Security in
reliance on Regulation S to a buyer who elects to hold its interest in such Security in the form of a beneficial interest in the Permanent Regulation S Global Security; and 

 

 6 









 (ii) written instructions directing the Trustee to make, or to direct the Securities
Custodian to make, an adjustment on its books and records with respect to such Rule 144A Global Security (in the case of a transfer pursuant to clause (b)(i)(A)), IAI Global Security (in the case of a transfer pursuant to clause (b)(1)(B))
or Permanent Regulation S Global Security (in the case of a transfer pursuant to clause (b)(i)(B)) to reflect an increase in the aggregate principal amount of the Securities represented by the Rule 144A Global Security, IAI Global Security or
Permanent Regulation S Global Security, as applicable, such instructions to contain information regarding the Depository account to be credited with such increase, 

then the Trustee shall cancel such Definitive Security and cause, or direct the Securities Custodian to cause, in accordance with the standing
instructions and procedures existing between the Depository and the Securities Custodian, the aggregate principal amount of Securities represented by the Rule 144A Global Security, IAI Global Security or Permanent Regulation S Global Security,
as applicable, to be increased by the aggregate principal amount of the Definitive Security to be exchanged and shall credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the
Rule 144A Global Security, IAI Global Security or Permanent Regulation S Global Security, as applicable, equal to the principal amount of the Definitive Security so canceled. If no Rule 144A Global Securities, IAI Global Securities or
Permanent Regulation S Global Securities, as applicable, are then outstanding, the Issuers shall issue and the Trustee shall authenticate, upon written order of the Issuers in the form of an Officers’ Certificate of the Issuers, a new
Rule 144A Global Security, IAI Global Security or Permanent Regulation S Global Security, as applicable, in the appropriate principal amount. 

(c) Transfer and Exchange of Global Securities. 

(i) The transfer and exchange of Global Securities or beneficial interests therein shall be effected through the Depository, in accordance
with the Indenture (including applicable restrictions on transfer set forth herein, if any) and the procedures of the Depository therefor. A transferor of a beneficial interest in a Global Security shall deliver to the Registrar a written order
given in accordance with the Depository’s procedures containing information regarding the participant account of the Depository 

 

 7 









 
to be credited with a beneficial interest in the Global Security. The Registrar shall, in accordance with such instructions, cause the Depository to credit to the account of the Person specified
in such instructions a beneficial interest in the Global Security and to debit the account of the Person making the transfer the beneficial interest in the Global Security being transferred. 

(ii) If the proposed transfer is a transfer of a beneficial interest in one Global Security to a beneficial interest in another Global
Security, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Global Security to which such interest is being transferred in an amount equal to the principal amount of the interest to be so
transferred, and the Registrar shall reflect on its books and records the date and a corresponding decrease in the principal amount of the Global Security from which such interest is being transferred. 

(iii) Notwithstanding any other provisions of this Appendix (other than the provisions set forth in Section 2.4), a Global Security
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. 
 (iv) In the event that Global Security is exchanged for Definitive Securities pursuant
to Section 2.4 of this Appendix, prior to the consummation of a Registered Exchange Offer or the effectiveness of a Shelf Registration Statement with respect to such Securities, such Securities may be exchanged only in accordance with such
procedures as are substantially consistent with the provisions of this Section 2.3 (including the certification requirements set forth on the reverse of the Initial Securities intended to ensure that such transfers comply with Rule 144A,
Regulation S or another applicable exemption under the Securities Act, as the case may be) and such other procedures as may from time to time be adopted by the Issuers. 

(d) Restrictions on Transfer of Temporary Regulation S Global Securities. During the Distribution Compliance Period, beneficial
ownership interests in Temporary Regulation S Global Securities may only be sold, pledged or transferred in accordance with the Applicable Procedures and only (i) to the Issuers, (ii) in an offshore transaction in accordance with
Regulation S (other than a transaction resulting in an exchange for an interest in a Permanent Regulation S Global Security) and (iii) pursuant to an effective registration statement under the Securities Act, in each case in accordance with any
applicable securities laws of any State of the United States. 
  

 8 









 (e) Legend. 

(i) Except as permitted by the following paragraphs (ii), (iii) and (iv), each Security certificate evidencing the Global
Securities (and all Securities issued in exchange therefor or in substitution thereof), in the case of Securities offered otherwise than in reliance on Regulation S shall bear a legend in substantially the following form: 

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

THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE ISSUER THAT (A) THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED, ONLY (I) TO THE ISSUERS, (II) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF
RULE 144A, (III) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH THE PROVISIONS OF RULE 903 AND RULE 904 UNDER THE SECURITIES ACT, (IV) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY
RULE 144 THEREUNDER (IF AVAILABLE), (V) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULES 501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS ACQUIRING THE NOTES FOR ITS OWN ACCOUNT OR FOR
THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDIT INVESTOR IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF SUCH NOTES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE
SECURITIES ACT OR (VI) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 
  

 9 









 
SECURITIES ACT, IN EACH OF CASES (I) THROUGH (VI) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND IN EACH OF CASES (III), (IV) AND (V) SUBJECT
TO THE COMPANY’S AND TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM AND THAT (B) THE HOLDER WILL, AND
EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE. 

Each certificate evidencing a Security offered in reliance on Regulation S shall, in addition to the foregoing, bear a
legend in substantially the following form: 
 THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY
EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT. 

Each Definitive Security shall also bear the following additional legend: 

IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS
SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. 
 (ii) Upon
any sale or transfer of a Transfer Restricted Security (including any Transfer Restricted Security represented by a Global Security) pursuant to Rule 144 under the Securities Act, the Registrar shall permit the transferee thereof to exchange
such Transfer Restricted Security for a certificated Security that does not bear the legend set forth above and rescind any restriction on the transfer of such Transfer Restricted Security, if the transferor thereof certifies in writing to the
Registrar that such sale or transfer was made in reliance on Rule 144 (such certification to be in the form set forth on the reverse of the Security). 
  

 10 









 (iii) After a transfer of any Initial Securities or Private Exchange Securities pursuant to
and during the period of the effectiveness of a Shelf Registration Statement with respect to such Initial Securities or Private Exchange Securities, as the case may be, all requirements pertaining to legends on such Initial Security or such Private
Exchange Security will cease to apply, the requirements requiring any such Initial Security or such Private Exchange Security issued to certain Holders be issued in global form will cease to apply, and a certificated Initial Security or Private
Exchange Security or an Initial Security or Private Exchange Security in global form, in each case without restrictive transfer legends, will be available to the transferee of the Holder of such Initial Securities or Private Exchange Securities upon
exchange of such transferring Holder’s certificated Initial Security or Private Exchange Security or directions to transfer such Holder’s interest in the Global Security, as applicable. 

(iv) Upon the consummation of a Registered Exchange Offer with respect to the Initial Securities, all requirements pertaining to such
Initial Securities that Initial Securities issued to certain Holders be issued in global form will still apply with respect to Holders of such Initial Securities that do not exchange their Initial Securities, and Exchange Securities in certificated
or global form, in each case without the restricted securities legend set forth in Exhibit 1 hereto will be available to Holders that exchange such Initial Securities in such Registered Exchange Offer. 

(v) Upon the consummation of a Private Exchange with respect to the Initial Securities, all requirements pertaining to such Initial
Securities that Initial Securities issued to certain Holders be issued in global form will still apply with respect to Holders of such Initial Securities that do not exchange their Initial Securities, and Private Exchange Securities in global form
with the global securities legend and the applicable restricted securities legend set forth in Exhibit 1 hereto will be available to Holders that exchange such Initial Securities in such Private Exchange. 

(f) Cancellation or Adjustment of Global Security. At such time as all beneficial interests in a Global Security have either been
exchanged for Definitive Securities, redeemed, purchased or canceled, such Global Security shall be returned to the Depository for cancellation or retained and canceled by the Trustee. At any time prior to such cancellation, if any beneficial
interest in a Global Security is exchanged for certificated Securities, redeemed, purchased or canceled, the principal amount of Securities represented by such Global Security shall be reduced and an adjustment shall be made on the books and records
of the Trustee (if it is then the Securities Custodian for such Global Security) with respect to such Global Security, by the Trustee or the Securities Custodian, to reflect such reduction. 

 

 11 









 (g) No Obligation of the Trustee 

(i) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, a member of, or a participant in
the Depository or other Person with respect to the accuracy of the records of the Depository or its nominee or of any participant or member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any
participant, member, beneficial owner or other Person (other than the Depository) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Securities. All notices and communications to be given
to the Holders and all payments to be made to Holders under the Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depository or its nominee in the case of a Global Security). The rights of
beneficial owners in any Global Security shall be exercised only through the Depository subject to the applicable rules and procedures of the Depository. The Trustee may rely and shall be fully protected in relying upon information furnished by the
Depository with respect to its members, participants and any beneficial owners. 
 (ii) The Trustee shall have no obligation or
duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among
Depository participants, members or beneficial owners in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the
terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. 

2.4 Definitive Securities. (a) A Global Security deposited with the Depository or with the Trustee as Securities Custodian
for the Depository pursuant to Section 2.1 shall be transferred to the beneficial owners thereof in the form of Definitive Securities in an aggregate principal amount equal to the principal amount of such Global Security, in exchange for such
Global Security, only if such transfer complies with Section 2.3 hereof and (i) the Depository notifies the Issuers that it is unwilling or unable to continue as Depository for such Global Security and the Depository fails to appoint a
successor depository or if at any time such Depository ceases to be a “clearing agency” registered under the Exchange Act, in either case, and a successor depository is not appointed by the Issuers within 90 days of such notice, or
(ii) an Event of Default has occurred and is continuing or (iii) the Issuers, in their sole discretion, notify the Trustee in writing that they elect to cause the issuance of Definitive Securities under this Indenture. 

(b) Any Global Security that is transferable to the beneficial owners thereof pursuant to this Section 2.4 shall be surrendered by
the Depository to the Trustee 
  

 12 









 
located at its principal corporate trust office to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of
each portion of such Global Security, an equal aggregate principal amount of Definitive Securities of authorized denominations. Any portion of a Global Security transferred pursuant to this Section 2.4 shall be executed, authenticated and
delivered only in denominations of $2,000 principal amount and any integral multiple of $1,000 in excess thereof and registered in such names as the Depository shall direct. Any Definitive Security delivered in exchange for an interest in the
Transfer Restricted Security shall, except as otherwise provided by Section 2.3(e) hereof, bear the applicable restricted securities legend and definitive securities legend set forth in Exhibit 1 hereto. 

(c) Subject to the provisions of Section 2.4(b) hereof, the registered Holder of a Global Security shall be entitled to grant
proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities. 

(d) In the event of the occurrence of one of the events specified in Section 2.4(a) hereof, the Issuers shall promptly make
available to the Trustee a reasonable supply of Definitive Securities in definitive, fully registered form without interest coupons. In the event that such Definitive Securities are not issued, the Issuers expressly acknowledge, with respect to the
right of any Holder to pursue a remedy pursuant to Section 6.06 of this Indenture, the right of any beneficial owner of Securities to pursue such remedy with respect to the portion of the Global Security that represents such beneficial
owner’s Securities as if such Definitive Securities had been issued. 
  

 13 









 EXHIBIT 1 

to 
 RULE
144A/REGULATION S/IAI APPENDIX 
 [FORM OF FACE OF INITIAL SECURITY] 

[Global Securities Legend] 

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
(“DTC”), NEW YORK, NEW YORK, TO THE ISSUERS OR THEIR 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 IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
 TRANSFERS OF THIS GLOBAL SECURITY SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. 
 [[FOR REGULATION S GLOBAL SECURITY ONLY] UNTIL 40 DAYS AFTER
THE LATER OF COMMENCEMENT OR COMPLETION OF THE OFFERING, AN OFFER OR SALE OF SECURITIES WITHIN THE UNITED STATES BY A DEALER (AS DEFINED IN THE SECURITIES ACT) MAY VIOLATE THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IF SUCH OFFER OR SALE IS
MADE OTHERWISE THAN IN ACCORDANCE WITH RULE 144A THEREUNDER.] 
 [Restricted Securities Legend for Securities offered otherwise
than in Reliance on Regulation S] 
 THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM
REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. 








 THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE ISSUER THAT (A) THIS NOTE MAY BE
OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO THE ISSUERS, (II) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH THE PROVISIONS OF RULE 903 AND RULE 904 UNDER THE SECURITIES ACT, (IV) PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (V) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULES 501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS
ACQUIRING THE NOTES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF SUCH NOTES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR OFFER OR SALE IN
CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (VI) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (VI) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF
ANY STATE OF THE UNITED STATES, AND IN EACH OF CASES (III), (IV) AND (V) SUBJECT TO THE COMPANY’S AND TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR
OTHER INFORMATION SATISFACTORY TO EACH OF THEM AND THAT (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE. 

[Restricted Securities Legend for Securities Offered in Reliance on Regulation S.] 

THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON WITHOUT REGISTRATION EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT. 

[Temporary Regulation S Global Security Legend] 
  

 2 









 EXCEPT AS SET FORTH BELOW, BENEFICIAL OWNERSHIP INTERESTS IN THIS TEMPORARY
REGULATION S GLOBAL SECURITY WILL NOT BE EXCHANGEABLE FOR INTERESTS IN THE PERMANENT REGULATION S GLOBAL SECURITY OR ANY OTHER SECURITY REPRESENTING AN INTEREST IN THE SECURITIES REPRESENTED HEREBY WHICH DO NOT CONTAIN A LEGEND CONTAINING
RESTRICTIONS ON TRANSFER, UNTIL THE EXPIRATION OF THE “40-DAY DISTRIBUTION COMPLIANCE PERIOD” (WITHIN THE MEANING OF RULE 903(b)(3) OF REGULATION S UNDER THE SECURITIES ACT) AND THEN ONLY UPON CERTIFICATION IN FORM REASONABLY
SATISFACTORY TO THE TRUSTEE THAT SUCH BENEFICIAL INTERESTS ARE OWNED EITHER BY NON-U.S. PERSONS OR U.S. PERSONS WHO PURCHASED SUCH INTERESTS IN A TRANSACTION THAT DID NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT. DURING SUCH 40-DAY DISTRIBUTION
COMPLIANCE PERIOD, BENEFICIAL OWNERSHIP INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL SECURITY MAY ONLY BE SOLD, PLEDGED OR TRANSFERRED (I) TO THE ISSUERS, (II) OUTSIDE THE UNITED STATES IN A TRANSACTION IN ACCORDANCE WITH RULE 904
OF REGULATION S UNDER THE SECURITIES ACT, OR (III) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (III) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES. HOLDERS OF INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL SECURITY WILL NOTIFY ANY PURCHASER OF THIS SECURITY OF THE RESALE RESTRICTIONS REFERRED TO ABOVE, IF THEN APPLICABLE. 

AFTER THE EXPIRATION OF THE DISTRIBUTION COMPLIANCE PERIOD, BENEFICIAL INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL SECURITY MAY BE
EXCHANGED FOR INTERESTS IN A RULE 144A GLOBAL SECURITY ONLY IF (1) SUCH EXCHANGE OCCURS IN CONNECTION WITH A TRANSFER OF THE SECURITIES IN COMPLIANCE WITH RULE 144A AND (2) THE TRANSFEROR OF THE REGULATION S GLOBAL SECURITY FIRST DELIVERS
TO THE TRUSTEE A WRITTEN CERTIFICATE (IN THE FORM ATTACHED TO THIS CERTIFICATE) TO THE EFFECT THAT THE REGULATION S GLOBAL SECURITY IS BEING TRANSFERRED (A) TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES TO BE A QUALIFIED INSTITUTIONAL
BUYER WITHIN THE MEANING OF RULE 144A, (B) TO A PERSON WHO IS PURCHASING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, AND (C) IN ACCORDANCE WITH ALL
APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS. 
 AFTER THE EXPIRATION OF THE
DISTRIBUTION COMPLIANCE PERIOD, BENEFICIAL INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL SECURITY MAY BE EXCHANGED FOR INTERESTS IN AN IAI GLOBAL SECURITY ONLY IF (1) SUCH EXCHANGE OCCURS IN CONNECTION

  

 3 









 
WITH A TRANSFER OF THE SECURITIES IN COMPLIANCE WITH AN EXEMPTION UNDER THE SECURITIES ACT AND (2) THE TRANSFEROR OF THE REGULATION S GLOBAL SECURITY FIRST DELIVERS TO THE TRUSTEE A
WRITTEN CERTIFICATE (IN THE FORM ATTACHED TO THIS CERTIFICATE) TO THE EFFECT THAT THE REGULATION S GLOBAL SECURITY IS BEING TRANSFERRED (A) TO AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(A)(1), (2), (3) OR
(7) UNDER THE SECURITIES ACT THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE TRANSFER OF THIS SECURITY (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE)
AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF SECURITIES LESS THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUERS THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL
APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS. 
 BENEFICIAL INTERESTS IN A RULE 144A
GLOBAL SECURITY OR AN IAI GLOBAL SECURITY MAY BE TRANSFERRED TO A PERSON WHO TAKES DELIVERY IN THE FORM OF AN INTEREST IN THE REGULATION S GLOBAL SECURITY, WHETHER BEFORE OR AFTER THE EXPIRATION OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD, ONLY IF
THE TRANSFEROR FIRST DELIVERS TO THE TRUSTEE A WRITTEN CERTIFICATE (IN THE FORM ATTACHED TO THIS CERTIFICATE) TO THE EFFECT THAT SUCH TRANSFER IS BEING MADE IN ACCORDANCE WITH RULE 903 OR 904 OF REGULATION S OR RULE 144 (IF AVAILABLE).

 [Definitive Securities Legend] 

IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS
SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. 
 [Original
Issue Discount Legend] 
 FOR PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, THIS
NOTE IS BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT. FOR EACH $1,000 PRINCIPAL AMOUNT OF THIS NOTE, THE ISSUE PRICE IS $959.48, THE AMOUNT OF ORIGINAL DISCOUNT IS $40.52, THE ISSUE DATE IS DECEMBER 23, 2009 AND THE YIELD TO MATURITY IS 12.00% PER
ANNUM. 
  

 4 










			
	 No.            
	  	$        


11 
1/8% Senior Notes Due 2016 

Aquilex Holdings LLC, a Delaware limited liability company, and Aquilex Finance Corp., a Delaware corporation, promise to pay to
                                , or registered assigns, the principal sum of
                             Dollars or such other amount as stated in the Schedule of Increases or
Decreases in Global Security on December 15, 2016. 
 Interest Payment Dates: June 15 and December 15.

 Record Dates: June 1 and December 1. 

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

 

 5 









 Dated: 
  

			
	AQUILEX HOLDINGS LLC,
		
	      By:	 	
		 	  

		 	  Name:
		 	  Title:
	
	AQUILEX FINANCE CORP.,
		
	      By:	 	
		 	  

		 	  Name:
		 	  Title:


  

 6 









 TRUSTEE’S CERTIFICATE OF 

            AUTHENTICATION 

 

			
	WILMINGTON TRUST FSB
	     as Trustee, certifies

            that this is one of

            the Securities referred

            to in the Indenture.

		
	     By:
	 	
		 	  

		 	  Authorized Signatory

  

 7 









 [FORM OF REVERSE SIDE OF INITIAL SECURITY] 

11 
1/8% Senior Note Due 2016 
  

	1.	Interest 

 Aquilex
Holdings LLC, a Delaware limited liability company, and Aquilex Finance Corp., a Delaware corporation (such company and corporation, and their successors and assigns under the Indenture hereinafter referred to, being herein called the
“Issuers”), promises to pay interest on the principal amount of this Security at the rate per annum shown above; provided, however, that if a Registration Default (as defined in the Registration Rights Agreement) occurs,
additional interest will accrue on this Security at a rate of 0.25% per annum (increasing by an additional 0.25% per annum after each consecutive 90-day period that occurs after the date on which such Registration Default occurs up to a
maximum additional interest rate of 1.00% per annum) from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Within a reasonable amount of time
following the occurrence of a Registration Default, the Issuers will provide notice to the Trustee of such Registration Default. The Issuers will pay interest semiannually on June 15 and December 15 of each year, commencing June 15,
2010. Interest on the Securities will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from December 23, 2009. Interest will be computed on the basis of a 360-day year of twelve 30-day months.
The Issuers will pay interest on overdue principal at the rate borne by this Security plus 1.00% per annum, and it will pay interest on overdue installments of interest at the same rate to the extent lawful. 

 

	2.	Method of Payment 

 The
Issuers will pay interest on the Securities (except defaulted interest) to the Persons who are registered holders of Securities at the close of business on the June 15 or December 15 next preceding the interest payment date even if
Securities are canceled after the record date and on or before the interest payment date. Holders must surrender Securities to a Paying Agent to collect principal payments. The Issuers will pay principal and interest in money of the United States
that at the time of payment is legal tender for payment of public and private debts. Payments in respect of the Securities represented by a Global Security (including principal, premium and interest) will be made by wire transfer of immediately
available funds to the accounts specified by the Depository. The Issuers will make all payments in respect of a certificated Security (including principal, premium and interest) by mailing a check to the registered address of each Holder thereof;
provided, however, that payments on a certificated Security will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving
written notice to the Trustee or the Paying Agent to such effect designating such account no later than 30 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion).

  

 8 










	3.	Paying Agent and Registrar 


Initially, Wilmington Trust FSB (the “Trustee”), will act as Paying Agent and Registrar. The Issuers may appoint and change any
Paying Agent, Registrar or co-registrar without notice. The Issuers or any of their domestically incorporated Wholly Owned Subsidiaries may act as Paying Agent, Registrar or co-registrar. 

 

	4.	Indenture 

 The Issuers
issued the Securities under an Indenture dated as of December 23, 2009 (“Indenture”), among the Issuers, the Subsidiary Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part
of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) (the “Act”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The
Securities are subject to all such terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. 

The Securities are general unsecured senior obligations of the Issuers. The Issuers shall be entitled, subject to its compliance
with Section 4.03 of the Indenture, to issue Additional Securities pursuant to Section 2.13 of the Indenture. The Initial Securities issued on the Issue Date, any Additional Securities and all Exchange Securities or Private Exchange
Securities issued in exchange therefor will be treated as a single class for all purposes under the Indenture. The Indenture contains covenants that limit the ability of the Issuers and their subsidiaries to incur additional indebtedness; pay
dividends or distributions on, or redeem or repurchase capital stock; make investments; issue or sell capital stock of subsidiaries; engage in transactions with affiliates; create liens on assets; transfer or sell assets; guarantee indebtedness;
restrict dividends or other payments of subsidiaries; consolidate, merge or transfer all or substantially all of their assets and the assets of their subsidiaries; and engage in sale/leaseback transactions. These covenants are subject to important
exceptions and qualifications. 
  

	5.	Optional Redemption 


Except as set forth below, the Issuers shall not be entitled to redeem the Securities at their option. 

On and after December 15, 2013, the Issuers shall be entitled at their option to redeem all or a portion of the Securities upon not
less than 30 nor more than 60 days’ notice, at the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record
on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on December 15 of the years set forth below: 

 

				
	 Period
	  	Redemption
Price	 
	 2013
	  	105.563	% 
	 2014
	  	102.781	% 
	 2015 and thereafter
	  	100.000	% 

  

 9 









 Unless the Issuers default in payment of the redemption price, interest will cease to accrue
on the Securities or portions thereof called for redemption on the applicable redemption date. 
 In addition, prior to
December 15, 2012, the Issuers shall be entitled at their option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount
of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111.125%, plus accrued and unpaid interest to the redemption date (subject to the right of
Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with the Net Cash Proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of such aggregate
principal amount of Securities (which includes Additional Securities and Exchange Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than the Securities held, directly or indirectly, by the
Issuers or Affiliates of the Issuers); and (2) each such redemption occurs within 90 days after the date of the related Equity Offering. 

Prior to December 15, 2013, the Issuers shall be entitled at their option to redeem all, but not less than all, of the Securities at
a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders on the relevant record date to receive interest
due on the relevant interest payment date). The Issuers shall cause notice of such redemption to be mailed by first-class mail to each Holder’s registered address, not less than 30 nor more than 60 days prior to the redemption date.

  

	6.	Notice of Redemption 

 The
Issuers shall cause notices of redemption to be mailed by first-class mail at least 30 days but not more than 60 days before the redemption date to each Holder of Securities to be redeemed at his registered address, except that redemption
notices may be mailed more than 60 days prior to the redemption date if the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of the Indenture. Any inadvertent defect in the notice of redemption,
including an inadvertent failure to give notice, to any Holder selected for redemption will not impair or affect the validity of the redemption of any other Security redeemed in accordance with provisions of the Indenture. The Issuers will redeem
Securities in denominations of $2,000 or less in whole and not in part. If money sufficient to pay the redemption price of and accrued interest on all Securities (or portions thereof) to be redeemed on the redemption date is deposited with the
Paying Agent by 1:00 P.M., New York City time, on the redemption date and certain other conditions are satisfied, on and after such date interest ceases to accrue on such Securities (or such portions thereof) called for redemption. 

 

 10 










	7.	Put Provisions 

 Upon a
Change of Control, any Holder of Securities will have the right to cause the Issuers to repurchase all or any part of the Securities of such Holder at a repurchase price equal to 101% of the principal amount of the Securities to be repurchased plus
accrued and unpaid interest, if any, to the date of repurchase (subject to the right of Holders of record on the relevant record date to receive interest due on the related interest payment date) as provided in, and subject to the terms of, the
Indenture. 
  

	8.	Guarantee 

 The payment by
the Issuers of the principal of, and premium and interest on, the Securities is fully and unconditionally guaranteed on a joint and several senior unsecured basis by each of the Subsidiary Guarantors to the extent set forth in the Indenture.

  

	9.	Denominations; Transfer; Exchange 


The Securities are in registered form without coupons in denominations of $2,000 principal amount and whole multiples of $1,000. A Holder
may transfer or exchange Securities in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes and fees required by law or permitted by the
Indenture. The Registrar need not register the transfer of or exchange any Securities selected for redemption (except, in the case of a Security to be redeemed in part, the portion of the Security not to be redeemed) or any Securities for a period
of 15 days before a selection of Securities to be redeemed or 15 days before an interest payment date. 
  

	10.	Persons Deemed Owners 


The registered Holder of this Security may be treated as the owner of it for all purposes. 

 

	11.	Unclaimed Money 

 If money
for the payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to the Issuers at their request unless an abandoned property law designates another Person. After any such payment,
Holders entitled to the money must look only to the Issuers and not to the Trustee for payment. 
  

	12.	Discharge and Defeasance 


Subject to certain conditions, the Issuers at any time shall be entitled to terminate some or all of the Issuers’ and Subsidiary
Guarantors’ obligations under the Securities, the Subsidiary Guarantees and the Indenture if the Issuers deposit with the Trustee money or U.S. Government Obligations for the payment of principal and interest on the Securities to redemption or
maturity, as the case may be. 
  

 11 










	13.	Amendment; Waiver 


Subject to certain exceptions set forth in the Indenture, (a) the Indenture and the Securities may be amended with the written
consent of the Holders of at least a majority in principal amount outstanding of the Securities and (b) any default or noncompliance with any provision may be waived with the written consent of the Holders of a majority in principal amount
outstanding of the Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Securityholder, the Issuers, the Subsidiary Guarantors and the Trustee shall be entitled to amend the Indenture or the Securities to
cure any ambiguity, omission, defect or inconsistency, or to comply with Article 5 of the Indenture, or to provide for uncertificated Securities in addition to or in place of certificated Securities, or to add Guarantees with respect to the
Securities, including Subsidiary Guarantees, or to secure the Securities, or to add additional covenants or surrender rights and powers conferred on the Issuers or the Subsidiary Guarantors, or to make any change that would provide additional rights
or benefits to the Securityholder or that does not adversely affect the rights of any Securityholder, or to comply with any requirement of the SEC in connection with qualifying the Indenture under the Act, or to make amendments to provisions of the
Indenture relating to the form, authentication, transfer and legending of the Securities. 
  

	14.	Defaults and Remedies 


Under the Indenture and subject to the terms of the Indenture, Events of Default include (a) default for 30 consecutive days in
payment of interest on the Securities when due; (b) default in payment of principal on the Securities at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon acceleration or otherwise, or failure by the Issuers to
redeem or purchase Securities when required; (c) failure by the Issuers or any Subsidiary Guarantor to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (d) certain
accelerations (including failure to pay within any grace period after final maturity) of other Indebtedness of the Issuers if the amount accelerated (or so unpaid) exceeds $20.0 million; (e) certain events of bankruptcy or insolvency with
respect to the Issuers and the Significant Subsidiaries; (f) certain judgments or decrees for the payment of money in excess of $20.0 million; and (g) certain defaults with respect to Subsidiary Guarantees. If an Event of Default
occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will
result in the Securities being due and payable immediately upon the occurrence of such Events of Default. 
 Securityholders may
not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security satisfactory to it. Subject to certain limitations, Holders
of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default (except a Default in payment of principal or interest)
if it determines that withholding notice is in the interest of the Holders. 
  

 12 










	15.	Trustee Dealings with the Issuers 


Subject to certain limitations imposed by the Act, the Trustee under the Indenture, in its individual or any other capacity, may become
the owner or pledgee of Securities and may otherwise deal with and collect obligations owed to it by the Issuers or their Affiliates and may otherwise deal with the Issuers or their Affiliates with the same rights it would have if it were not
Trustee. 
  

	16.	No Recourse Against Others 


A director, officer, employee or stockholder, as such, of the Issuers or the Trustee shall not have any liability for any obligations of
the Issuers under the Securities or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Security, each Securityholder waives and releases all such liability. The waiver and
release are part of the consideration for the issue of the Securities. 
  

	17.	Authentication 

 This
Security shall not be valid until an authorized signatory of the Trustee (or an authenticating agent) manually signs the certificate of authentication on the other side of this Security. 

 

	18.	Abbreviations 

 Customary
abbreviations may be used in the name of a Securityholder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST
(=custodian), and U/G/M/A (=Uniform Gift to Minors Act). 
  

	19.	CUSIP Numbers 

 Pursuant
to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuers have caused CUSIP numbers to be printed on the Securities and have directed the Trustee to use CUSIP numbers in notices of redemption as a
convenience to Securityholders. No representation is made as to the accuracy of such numbers either as printed on the Securities or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed
thereon. 
  

	20.	Holders’ Compliance with Registration Rights Agreement 


Each Holder of a Security, by acceptance hereof, acknowledges and agrees to the provisions of the Registration Rights Agreement, including
the obligations of the Holders with respect to a registration and the indemnification of the Issuers to the extent provided therein. 
  

 13 










	21.	Governing Law 

 THIS
SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
 The Issuers will
furnish to any Securityholder upon written request and without charge to the Securityholder a copy of the Indenture which has in it the text of this Security in larger type. Requests may be made to: 

Aquilex Corporation 

3344 Peachtree Road NE, Suite 2100 

Atlanta, Georgia 30326 

Attention: General Counsel 
  

 14 









  

ASSIGNMENT FORM 
 To assign this
Security, fill in the form below: 
 I or we assign and transfer this Security to 

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

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

and irrevocably
appoint                              agent to transfer this Security on the books of the Issuers. The
agent may substitute another to act for him. 
  
  

							
				
	Date:	 	  
	  	Your Signature:	 	  



 
  
  

Sign exactly as your name appears on the other side of this Security. 

In connection with any transfer of any of the Securities evidenced by this certificate occurring prior to the expiration of the period referred to in
Rule 144(k) under the Securities Act after the later of the date of original issuance of such Securities and the last date, if any, on which such Securities were owned by an Issuer or any Affiliate of an Issuer, the undersigned confirms
that such Securities are being transferred in accordance with its terms: 
 CHECK ONE BOX BELOW 

 

					
	(1)	  	 ̈	  	to an Issuer; or
			
	(2)	  	 ̈	  	inside the United States to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933) that purchases for its own account or for the
account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act of 1933; or
			
	(3)	  	 ̈	  	outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act in compliance with Rule 904 under the Securities Act of 1933;
or pursuant to an effective registration statement under the Securities Act of 1933; or

  

 15 










					
			
	(4)	  	 ̈	  	pursuant to the exemption from registration provided by Rule 144 under the Securities Act of 1933; or
			
	(5)	  	 ̈	  	to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933) that has furnished to the Trustee a signed
letter containing certain representations and agreements.

 Unless one of the boxes is checked, the Trustee will
refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered holder thereof; provided, however, that if box (3), (4) or (5) is checked, the Trustee shall be
entitled to require, prior to registering any such transfer of the Securities, such legal opinions, certifications and other information as the Issuers have reasonably requested to confirm that such transfer is being made pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933, such as the exemption provided by Rule 144 under such Act. 
  

			
		 	  

		 	 Signature



Signature Guarantee: 
  

					
	  
	 		 	  

	Signature must be guaranteed	 		 	Signature

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

 

 16 









 TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED. 

The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it
exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on
Rule 144A and acknowledges that it has received such information regarding the Issuers as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is
relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. 
  

									
	Dated:	 	  
	 		 	  

		 		 		 	Notice:	    	 To be executed by
 an
executive officer


  

 17 









 [TO BE ATTACHED TO GLOBAL SECURITIES] 

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY 

The following increases or decreases in this Global Security have been made: 

 

									
	 Date of

Exchange
	  	Amount of decrease in
Principal amount of this
Global Security	  	Amount of increase in
Principal amount of this
Global Security	  	Principal amount of this
Global Security following
such decrease or
increase	  	Signature of authorized
officer of Trustee or
Securities Custodian


 

 18 









 OPTION OF HOLDER TO ELECT PURCHASE 

If you want to elect to have this Security purchased by the Issuers pursuant to Section 4.06 or 4.10 of the Indenture, check the
box:   ̈ 
 If you want to elect to have only part of this Security
purchased by the Issuers pursuant to Section 4.06 or 4.10 of the Indenture, state the amount in principal amount:
$                         
  

									
	 Dated:
	 	  
	 		 	Your Signature:	 	  

		 		 		 		 	 (Sign exactly as your name appears on the other side of this Security.)



 

			
	 Signature Guarantee:
	 	  

		 	(Signature must be guaranteed)


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

 19 









 EXHIBIT A 

[FORM OF FACE OF EXCHANGE SECURITY 

[OR PRIVATE EXCHANGE SECURITY]]*/**/ 
  

 

	*/	[If the Security is to be issued in global form, add the Global Securities Legend from Exhibit 1 to Appendix A and the attachment from such Exhibit 1 captioned
“[TO BE ATTACHED TO GLOBAL SECURITIES]—SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY”.] 


	**/	[If the Security is a Private Exchange Security issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the
Restricted Securities Legend from Exhibit 1 to Appendix A and replace the Assignment Form included in this Exhibit A with the Assignment Form included in such Exhibit 1.] 










				
	 No.            
	  	$	        


11 
1/8% Senior Notes Due 2016 

Aquilex Holdings LLC, a Delaware limited liability company, and Aquilex Finance Corp., a Delaware corporation, promise to pay to
                                , or registered assigns, the principal sum of
                                Dollars or such other amount as stated in the Schedule of
Increases or Decreases in Global Security on December 15, 1016. 
 Interest Payment Dates: June 15 and
December 15. 
 Record Dates: June 1 and December 1. 

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

 

 2 









 Dated: 
  

					
	AQUILEX HOLDINGS LLC,
			
		 	By:	 	
		 		 	  

		 		 	  Name:
		 		 	  Title:
	
	AQUILEX FINANCE CORP.,
			
		 	By:	 	
		 		 	  

		 		 	  Name:
		 		 	  Title:


  

 3 









 TRUSTEE’S CERTIFICATE OF 

            AUTHENTICATION 

 

			
	WILMINGTON TRUST FSB
	     as Trustee, certifies

            that this is one of

            the Securities referred

            to in the Indenture.

		
	     By:
	 	
		 	  

		 	  Authorized Signatory

  

 4 









 [FORM OF REVERSE SIDE OF [EXCHANGE] SECURITY 

[OR PRIVATE EXCHANGE SECURITY]] 

11 
1/8% Senior Note Due 2016 
  

	1.	Interest 

 Aquilex
Holdings LLC, a Delaware limited liability company, and Aquilex Finance Corp., a Delaware corporation (such company and corporation, and their successors and assigns under the Indenture hereinafter referred to, being herein called the
“Issuers”), promises to pay interest on the principal amount of this Security at the rate per annum shown above; provided, however, that if a Registration Default (as defined in the Registration Rights Agreement) occurs,
additional interest will accrue on this Security at a rate of 0.25% per annum (increasing by an additional 0.25% per annum after each consecutive 90-day period that occurs after the date on which such Registration Default occurs up to a
maximum additional interest rate of 1.00% per annum) from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Within a reasonable amount of time
following the occurrence of a Registration Default, the Issuers will provide notice toteh Trustee of such Registration Default. The Issuers will pay interest semiannually on June 15 and December 15 of each year, commencing June 15,
2010. Interest on the Securities will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from December 23, 2009. Interest will be computed on the basis of a 360-day year of twelve 30-day months.
The Issuers will pay interest on overdue principal at the rate borne by this Security plus 1.00% per annum, and it will pay interest on overdue installments of interest at the same rate to the extent lawful. 

 

	2.	Method of Payment 

 The
Issuers will pay interest on the Securities (except defaulted interest) to the Persons who are registered holders of Securities at the close of business on the June 15 or December 15 next preceding the interest payment date even if
Securities are canceled after the record date and on or before the interest payment date. Holders must surrender Securities to a Paying Agent to collect principal payments. The Issuers will pay principal and interest in money of the United States
that at the time of payment is legal tender for payment of public and private debts. Payments in respect of the Securities represented by a Global Security (including principal, premium and interest) will be made by wire transfer of immediately
available funds to the accounts specified by the Depository. The Issuers will make all payments in respect of a certificated Security (including principal, premium and interest) by mailing a check to the registered address of each Holder thereof;
provided, however, that payments on a certificated Security will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving
written notice to the Trustee or the Paying Agent to such effect designating such account no later than 30 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion).

  

 5 










	3.	Paying Agent and Registrar 


Initially, Wilmington Trust FSB (the “Trustee”), will act as Paying Agent and Registrar. The Issuers may appoint and change any
Paying Agent, Registrar or co-registrar without notice. The Issuers or any of their domestically incorporated Wholly Owned Subsidiaries may act as Paying Agent, Registrar or co-registrar. 

 

	4.	Indenture 

 The Issuers
issued the Securities under an Indenture dated as of December 23, 2009 (“Indenture”), among the Issuers, the Subsidiary Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part
of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) (the “Act”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The
Securities are subject to all such terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. 

The Securities are general unsecured senior obligations of the Issuers. The Issuers shall be entitled, subject to its compliance
with Section 4.03 of the Indenture, to issue Additional Securities pursuant to Section 2.13 of the Indenture. The Initial Securities issued on the Issue Date, any Additional Securities and all Exchange Securities or Private Exchange
Securities issued in exchange therefor will be treated as a single class for all purposes under the Indenture. The Indenture contains covenants that limit the ability of the Issuers and their subsidiaries to incur additional indebtedness; pay
dividends or distributions on, or redeem or repurchase capital stock; make investments; issue or sell capital stock of subsidiaries; engage in transactions with affiliates; create liens on assets; transfer or sell assets; guarantee indebtedness;
restrict dividends or other payments of subsidiaries; consolidate, merge or transfer all or substantially all of their assets and the assets of their subsidiaries; and engage in sale/leaseback transactions. These covenants are subject to important
exceptions and qualifications. 
  

	5.	Optional Redemption 


Except as set forth below, the Issuers shall not be entitled to redeem the Securities. 

On and after December 15, 2013, the Issuers shall be entitled at their option to redeem all or a portion of the Securities upon not
less than 30 nor more than 60 days’ notice, at the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record
on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on December 15 of the years set forth below: 

 

				
	 Period
	  	Redemption
Price	 
	 2013
	  	105.563	% 
	 2014
	  	102.781	% 
	 2015 and thereafter
	  	100.000	% 

  

 6 









 Unless the Issuers default in payment of the redemption price, interest will cease to accrue
on the Securities or portions thereof called for redemption on the applicable redemption date. 
 In addition, prior to
December 15, 2012, the Issuers shall be entitled at their option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount
of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 111.125%, plus accrued and unpaid interest to the redemption date(subject to the right of
Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with the Net Cash Proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of such aggregate
principal amount of Securities (which includes Additional Securities and Exchange Securities, if any) remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Issuers or
Affiliates of the Issuers); and (2) each such redemption occurs within 90 days after the date of the related Equity Offering. 

Prior to December 15, 2013, the Issuers shall be entitled at their option to redeem all, but not less than all, of the Securities at
a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders on the relevant record date to receive interest
due on the relevant interest payment date). The Issuers shall cause notice of such redemption to be mailed by first-class mail to each Holder’s registered address, not less than 30 nor more than 60 days prior to the redemption date.

  

	6.	Notice of Redemption 

 The
Issuers shall cause notices of redemption to be mailed by first-class mail at least 30 days but not more than 60 days before the redemption date to each Holder of Securities to be redeemed at his registered address, except that redemption
notices may be mailed more than 60 days prior to the redemption date if the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of the Indenture. Any inadvertent defect in the notice of redemption,
including an inadvertent failure to give notice, to any Holder selected for redemption will not impair or affect the validity of the redemption of any other Security redeemed in accordance with provisions of the Indenture. The Issuers will redeem
Securities in denominations of $2,000 or less in whole and not in part. If money sufficient to pay the redemption price of and accrued interest on all Securities (or portions thereof) to be redeemed on the redemption date is

  

 7 









 
deposited with the Paying Agent by 1:00 P.M., New York City time, on the redemption date and certain other conditions are satisfied, on and after such date interest ceases to accrue on such
Securities (or such portions thereof) called for redemption. 
  

	7.	Put Provisions 

 Upon a
Change of Control, any Holder of Securities will have the right to cause the Issuers to repurchase all or any part of the Securities of such Holder at a repurchase price equal to 101% of the principal amount of the Securities to be repurchased plus
accrued interest to the date of repurchase (subject to the right of Holders of record on the relevant record date to receive interest due on the related interest payment date) as provided in, and subject to the terms of, the Indenture. 

 

	8.	Guarantee 

 The payment by
the Issuers of the principal of, and premium and interest on, the Securities is fully and unconditionally guaranteed on a joint and several senior basis by each of the Subsidiary Guarantors to the extent set forth in the Indenture. 

 

	9.	Denominations; Transfer; Exchange 


The Securities are in registered form without coupons in denominations of $2,000 principal amount and whole multiples of $1,000. A Holder
may transfer or exchange Securities in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes and fees required by law or permitted by the
Indenture. The Registrar need not register the transfer of or exchange any Securities selected for redemption (except, in the case of a Security to be redeemed in part, the portion of the Security not to be redeemed) or any Securities for a period
of 15 days before a selection of Securities to be redeemed or 15 days before an interest payment date. 
  

	10.	Persons Deemed Owners 


The registered Holder of this Security may be treated as the owner of it for all purposes. 

 

	11.	Unclaimed Money 

 If money
for the payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to the Issuers at their request unless an abandoned property law designates another Person. After any such payment,
Holders entitled to the money must look only to the Issuers and not to the Trustee for payment. 
  

	12.	Discharge and Defeasance 


Subject to certain conditions, the Issuers at any time shall be entitled to terminate some or all of the Issuers’ and Subsidiary
Guarantors’ obligations under the 
  

 8 









 
Securities, the Subsidiary Guarantees and the Indenture if the Issuers deposit with the Trustee money or U.S. Government Obligations for the payment of principal and interest on the Securities to
redemption or maturity, as the case may be. 
  

	13.	Amendment; Waiver 


Subject to certain exceptions set forth in the Indenture, (a) the Indenture and the Securities may be amended with the written
consent of the Holders of at least a majority in principal amount outstanding of the Securities and (b) any default or noncompliance with any provision may be waived with the written consent of the Holders of a majority in principal amount
outstanding of the Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Securityholder, the Issuers, the Subsidiary Guarantors and the Trustee shall be entitled to amend the Indenture or the Securities to
cure any ambiguity, omission, defect or inconsistency, or to comply with Article 5 of the Indenture, or to provide for uncertificated Securities in addition to or in place of certificated Securities, or to add Guarantees with respect to the
Securities, including Subsidiary Guarantees, or to secure the Securities, or to add additional covenants or surrender rights and powers conferred on the Issuers or the Subsidiary Guarantors, or to make any change that would provide additional rights
or benefits to the Securityholder or that does not adversely affect the rights of any Securityholder, or to comply with any requirement of the SEC in connection with qualifying the Indenture under the Act, or to make amendments to provisions of the
Indenture relating to the form, authentication, transfer and legending of the Securities. 
  

	14.	Defaults and Remedies 


Under the Indenture and subject to the terms of the Indenture, Events of Default include (a) default for 30 consecutive days in
payment of interest on the Securities when due; (b) default in payment of principal on the Securities at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon acceleration or otherwise, or failure by the Issuers to
redeem or purchase Securities when required; (c) failure by the Issuers or any Subsidiary Guarantor to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (d) certain
accelerations (including failure to pay within any grace period after final maturity) of other Indebtedness of the Issuers if the amount accelerated (or so unpaid) exceeds $20.0 million; (e) certain events of bankruptcy or insolvency with
respect to the Issuers and the Significant Subsidiaries; (f) certain judgments or decrees for the payment of money in excess of $20.0 million; and (g) certain defaults with respect to Subsidiary Guarantees. If an Event of Default
occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will
result in the Securities being due and payable immediately upon the occurrence of such Events of Default. 
 Securityholders may
not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security satisfactory to it. Subject to certain

  

 9 









 
limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any
continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the interest of the Holders. 
  

	15.	Trustee Dealings with the Issuers 


Subject to certain limitations imposed by the Act, the Trustee under the Indenture, in its individual or any other capacity, may become
the owner or pledgee of Securities and may otherwise deal with and collect obligations owed to it by the Issuers or their Affiliates and may otherwise deal with the Issuers or their Affiliates with the same rights it would have if it were not
Trustee. 
  

	16.	No Recourse Against Others 


A director, officer, employee or stockholder, as such, of the Issuers or the Trustee shall not have any liability for any obligations of
the Issuers under the Securities or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Security, each Securityholder waives and releases all such liability. The waiver and
release are part of the consideration for the issue of the Securities. 
  

	17.	Authentication 

 This
Security shall not be valid until an authorized signatory of the Trustee (or an authenticating agent) manually signs the certificate of authentication on the other side of this Security. 

 

	18.	Abbreviations 

 Customary
abbreviations may be used in the name of a Securityholder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST
(=custodian), and U/G/M/A (=Uniform Gift to Minors Act). 
  

	19.	CUSIP Numbers 

 Pursuant
to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuers have caused CUSIP numbers to be printed on the Securities and have directed the Trustee to use CUSIP numbers in notices of redemption as a
convenience to Securityholders. No representation is made as to the accuracy of such numbers either as printed on the Securities or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed
thereon. 
  

 10 










	[20.	Holders’ Compliance with Registration Rights Agreement 


Each Holder of a Security, by acceptance hereof, acknowledges and agrees to the provisions of the Registration Rights Agreement, including
the obligations of the Holders with respect to a registration and the indemnification of the Issuers to the extent provided
therein.]1 

 

	20.	Governing Law 

 THIS
SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
 The Issuers will
furnish to any Securityholder upon written request and without charge to the Security holder a copy of the Indenture which has in it the text of this Security in larger type. Requests may be made to: 

Aquilex Corporation 

3344 Peachtree Road NE, Suite 2100 

Atlanta, Georgia 30326 

Attention: General Counsel 

 

	1
	Delete if this Security is not being issued in exchange for an Initial Security. 


 

 11 









  

ASSIGNMENT FORM 
 To assign this
Security, fill in the form below: 
 I or we assign and transfer this Security to 

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

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

and irrevocably appoint
                         agent to transfer this Security on the books of the Issuers. The agent may substitute another to act for
him. 
  

							
	  

				
	Date:	 	  
	  	Your Signature:	 	  

	
	  



Sign exactly as your name appears on the other side of this Security. 

 

 12 









 OPTION OF HOLDER TO ELECT PURCHASE 

If you want to elect to have this Security purchased by the Issuers pursuant to Section 4.06 or 4.10 of the Indenture, check the
box:   ̈ 
 If you want to elect to have only part of this Security
purchased by the Issuers pursuant to Section 4.06 or 4.10 of the Indenture, state the amount in principal amount:
$                         
  

									
	 Dated:
	 	  
	 		 	Your Signature:	 	  

		 		 		 		 	 (Sign exactly as your name appears on the other side of this Security.)



 

			
	 Signature Guarantee:
	 	  

		 	(Signature must be guaranteed)

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








 EXHIBIT 2 to Rule 144A/REGULATION S/IAI APPENDIX 

Form of 

Transferee Letter of Representation 

Aquilex Corporation 
 In care of 

Wilmington Trust FSB 
 246 Goose Lane, Suite 105

 Guilford, Connecticut 06437 

Attention:  Corporate Trust Services - Aquilex Administrator 

Ladies and Gentlemen: 

This certificate is delivered to request a transfer of
$[            ] principal amount of the 11 1/8
% Senior Notes Due 2016 (the “Securities”) of Aquilex Holdings LLC and Aquilex Finance Corp. (together, the “Issuers”). 

Upon transfer, the Securities would be registered in the name of the new beneficial owner as follows: 

Name:                        
                         

Address:                        
                     
 Taxpayer ID
Number:                         

The undersigned represents and warrants to you that: 

1. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act of 1933, as amended (the “Securities Act”)), purchasing for our own account or for the account of such an institutional “accredited investor” at least $250,000 principal amount of the Securities, and we are
acquiring the Securities not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act. We have such knowledge and experience in financial and business matters as to be capable of evaluating the
merits and risks of our investment in the Securities, and we invest in or purchase securities similar to the Securities in the normal course of our business. We, and any accounts for which we are acting, are each able to bear the economic risk of
our or its investment. 
 2. We understand that the Securities have not been registered under the Securities Act and, unless so
registered, may not be sold except as permitted in the following sentence. We agree on our own behalf and on behalf of any investor account for which 








 
we are purchasing Securities to offer, sell or otherwise transfer such Securities prior to the date that is two years after the later of the date of original issue and the last date on which the
Issuers or any affiliate of the Issuers was the owner of such Securities (or any predecessor thereto) (the “Resale Restriction Termination Date”) only (i) to the Issuers, (ii) in the United States to a person whom the seller
reasonably believes is a qualified institutional buyer in a transaction meeting the requirements of Rule 144A, (iii) outside the United States in a transaction complying with the provisions of Rule 904 under the Securities Act,
(iv) pursuant to an exemption from registration under the Securities Act provided by Rule 144 (if available), (v) to an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or
(7) under the Securities Act that is an institutional accredited investor purchasing for its own account or for the account of an institutional accredited investor, in each case in a minimum principal amount of the Securities of $250,000 or
(vi) pursuant to an effective registration statement under the Securities Act, in each of cases (i) through (vi) subject to any requirement of law that the disposition of our property or the property of such investor account or
accounts be at all times within our or their control and in compliance with any applicable state securities laws. The foregoing restrictions on resale will not apply subsequent to the Resale Restriction Termination Date. If any resale or other
transfer of the Securities is proposed to be made pursuant to clause (iii) above prior to the Resale Restriction Termination Date, the transferor shall deliver a letter from the transferee substantially in the form of this letter to the Issuers
and the Trustee, which shall provide, among other things, that the transferee is an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act and that it is acquiring
such Securities for investment purposes and not for distribution in violation of the Securities Act. Each purchaser acknowledges that the Issuers and the Trustee reserve the right prior to the offer, sale or other transfer prior to the Resale
Restriction Termination Date of the Securities pursuant to clause (iii), (iv) or (v) above to require the delivery of an opinion of counsel, certifications or other information satisfactory to the Issuers and the Trustee. 

 

							
	TRANSFEREE:                          
                                         
   ,
				
		 	by:	 	 	 	
		 		 		 	


  

 2