EX-4.1



 Exhibit 4.1 
  

 
  

CENTENE CORPORATION 
 $300,000,000

 4.75% Senior Notes due 2022 
  

 
 INDENTURE 

Dated as of April 29, 2014 
  

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

 
  







 This INDENTURE dated as of April 29, 2014, is by and between Centene Corporation (the
“Company”), a Delaware corporation and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”). 

WHEREAS, all things and acts necessary to make this Indenture the legal, valid and binding obligation of the Company have been done. 

For and in consideration of the premises and purchase by the Holders (as defined herein) of $300,000,000 aggregate principal amount of the
4.75% Senior Notes due 2022 (the “Initial Notes”) issued under this Indenture, it is mutually covenanted and agreed, for the equal and ratable benefit of the Holders of the Notes, as follows: 

ARTICLE 1. 
 DEFINITIONS
AND INCORPORATION BY REFERENCE 
 Section 1.01 Definitions. 

For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires: 

“2017 Indenture” means the indenture dated as of May 27, 2011, among the Company and the
Trustee. 
 “2017 Notes” means the Company’s 5.75% senior notes due 2017 issued
pursuant to the 2017 Indenture. 
 “Acquired Debt” means, with respect to any specified
Person: 
 (1) Indebtedness of any other Person existing at the time such other Person is merged with or into
or became a Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Subsidiary of, such specified Person; and 

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

“Additional Notes” means, subject to the Company’s compliance with Section 4.09, any
additional 4.75% Senior Notes due 2022 issued from time to time after the Issue Date under the terms of this Indenture other than pursuant to Sections 2.08, 2.09, 2.12, 3.06 or 9.05 of this Indenture. 

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or
controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control,” as used with respect to 







 
any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting
securities, by agreement or otherwise. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” have correlative meanings. 

“Agent” means any Registrar, co-registrar, Paying Agent or additional paying agent. 

“Applicable Premium” means, with respect to any notes on any redemption date, the greater of:

 (1) 1.0% of the principal amount of the note; or 

(2) the excess, if any, of 
 (a)
the present value at such redemption date of (i) the redemption price of the note at May 15, 2019, plus (ii) all required interest payments due on such note through May 15, 2019 (excluding accrued but unpaid interest to
the redemption date), computed by the Company using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over 

(b) the then outstanding principal amount of such note as calculated by the Company or on behalf of the Company by such Person as the Company
shall designate. 
 “Applicable Procedures” means, with respect to any transfer, redemption or
exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary that apply to such transfer, redemption or exchange. 

“Asset Sale” means (a) the sale, lease, transfer, conveyance or other disposition of any assets or
rights, other than sales, leases, transfers, conveyances or other dispositions of inventory in the ordinary course of business consistent with past practices; provided that the sale, conveyance or other disposition
of all or substantially all of the assets of the Company and its Restricted Subsidiaries taken as a whole will be governed by the provisions of this Indenture described below under Section 4.16 and/or the provisions described under
Section 5.01 and not by the provisions described under Section 4.12 hereof; and  
 (b) the issuance of Equity
Interests in any of the Company’s Restricted Subsidiaries or the sale of Equity Interests in any of its Restricted Subsidiaries. 

Notwithstanding the preceding, the following items will not be deemed to be Asset Sales: 

(1) any single transaction or series of related transactions that involves assets having a Fair Market Value of less than $5.0
million; 

  
 2 








 (2) a sale, lease, transfer, conveyance or other disposition of assets between or
among the Company and its Restricted Subsidiaries; 
 (3) an issuance of Equity Interests by a Restricted Subsidiary to the
Company or to another Restricted Subsidiary; 
 (4) a sale, lease, transfer, conveyance or other disposition effected in
compliance with the provisions described under Section 5.01; 
 (5) a Restricted Payment or Permitted Investment that is
permitted by Section 4.10; 
 (6) the disposition of Equity Interests in Permitted Joint Ventures; provided that
the Company maintains ownership of at least 35% of the outstanding Equity Interests in the applicable Permitted Joint Venture and control (as such term is defined in Section 405 under the Securities Act) over the operations of the applicable
Permitted Joint Venture; 
 (7) the disposition of property, assets or equipment that are obsolete, damaged or worn out or
that are no longer useful in the conduct of the Company or its Subsidiaries’ business and that are disposed of in the ordinary course of business; 

(8) a Sale/Leaseback Transaction, provided that at least 75% of the consideration paid to the Company or the Restricted
Subsidiary for such Sale/Leaseback Transaction consists of cash received at closing; 
 (9) the disposition of Receivables
and Related Assets in a Qualified Securitization Transaction; 
 (10) any Asset Swap; 

(11) the sale or disposition of the real estate owned by the Company or its Restricted Subsidiaries on the Issue Date,
including the Company’s existing office building located at 7700 Forsyth Boulevard, Clayton, Missouri; 
 (12) the
lease, assignment, or sublease of real or personal property in the ordinary course of business; 
 (13) the foreclosure,
condemnation, eminent domain or similar action on assets; 
 (14) the grant of any non-exclusive license or sub-licenses of
patents, trademarks, know-how or any other intellectual property in the ordinary course of business; and 

(15) the surrender or waiver of contract rights or the settlement, release or surrender of contract, tort or other claims of
any kind. 

  
 3 








 “Asset Swap” means any substantially contemporaneous (and in any event
occurring within 180 days of each other) purchase and sale or exchange of any properties or assets or interests used or useful in a Permitted Business between the Company or any of its Restricted Subsidiaries and another Person; provided,
that any cash received from such purchase and sale or exchange must be applied in accordance with Section 4.12 hereof. 

“Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief of
debtors, or the law of any other jurisdiction relating to bankruptcy, insolvency, winding up, liquidation, reorganization or relief of debtors. 

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange
Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities
that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition. The terms “Beneficially
Owns” and “Beneficially Owned” have a corresponding meaning. 
 “Board of
Directors” means: 
 (1) with respect to a corporation, the board of directors of the corporation;

 (2) with respect to a partnership, the Board of Directors of the general partner of the partnership; 

(3) with respect to a limited liability company, the managing member or members, any controlling committee of managing members
or other governing body thereof; and 
 (4) with respect to any other Person, the board or committee of such Person serving a
similar function. 
 “Board Resolution” of a Person means a copy of a resolution certified by the secretary or an
assistant secretary (or individual performing comparable duties) of the applicable Person to have been duly adopted by the Board of Directors of such Person and to be in full force and effect on the date of such certification, and delivered to the
Trustee. 
 “Business Day” means any day other than a Legal Holiday. 

  
 4 








 “Capital Lease Obligation” means, at the time any
determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet 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 prepaid by the lessee without payment of a penalty. For the avoidance of doubt, Capital Lease Obligations shall not include any former
operating leases which became capital leases solely as a result of changes in lease accounting under GAAP subsequent to the Issue Date. 

“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 interests (whether general or limited) or membership interests; and 
 (4) any other interest or participation
that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such
debt securities include any right of participation with Capital Stock. 
 “Cash Equivalents”
means: 
 (1) United States dollars; 

(2) securities issued or directly and fully guaranteed or insured by the United States government or any agency or
instrumentality of the United States government (provided that the full faith and credit of the United States is pledged in support of those securities) having maturities of not more than one year from the date of acquisition; 

(3) certificates of deposit, demand deposits and eurodollar time deposits with maturities of one year or less from the date of
acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case, with any commercial bank having capital and surplus in excess of $250.0 million; 

(4) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses
(2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above; 

  
 5 








 (5) commercial paper rated at least A-1 by S&P or at least P-1 by
Moody’s and in each case maturing within one year after the date of acquisition; 
 (6) readily marketable direct
obligations issued by any state of the United States or any political subdivision thereof having one of the two highest rating categories obtainable from either Moody’s or S&P (or, if at any time neither Moody’s nor S&P shall be
rating such obligations, an equivalent rating from another internationally recognized ratings agency) with maturities of one year or less from the date of acquisition; and 

(7) money market or mutual funds substantially all of the assets of which constitute Cash Equivalents of the kinds described in
clauses (1) through (6) of this definition. 
 “Centene Plaza Phase II Project” means the
development and construction of an office building complex project by the Centene Plaza Phase II Subsidiary located on the block on which the Centene Plaza Project is located in Clayton, Missouri. 

“Centene Plaza Phase II Subsidiary” means the wholly-owned subsidiary that will be the initial developer
of the Centene Plaza Phase II Project. 
 “Centene Plaza Project” means the development
and construction of an office building complex project by the Centene Plaza Subsidiary to be used as the Company’s headquarters and located at the 7700 block of Forsyth Boulevard in Clayton, Missouri. 

“Centene Plaza Subsidiary” means the wholly-owned subsidiary named Centene Center LLC, a Delaware
limited liability company. 
 “Change of Control” means the occurrence of any of the following: 

(1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in
one or a series of related transactions, of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries, taken as a whole, to any “person” (as that term is used in Section 13(d)(3) of the
Exchange Act); 
 (2) the adoption of a plan relating to the liquidation or dissolution of the Company; 

(3) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is
that any “person” (as defined above) becomes the Beneficial Owner, directly or indirectly, of more than 35% of the Voting Stock of the Company, measured by voting power rather than number of shares; 

  
 6 








 (4) the first day on which a majority of the members of the Board of Directors of
the Company are not Continuing Directors; or 
 (5) the Company consolidates with, or merges with or into, any Person, or any
Person consolidates with, or merges with or into, the Company, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of the Company or such other Person is converted into or exchanged for cash, securities or other
property, other than any such transaction where the Voting Stock of the Company outstanding immediately prior to such transaction is converted into or exchanged for Voting Stock (other than Disqualified Stock) of the surviving or transferee Person
constituting a majority of the outstanding shares of such Voting Stock of such surviving or transferee Person (immediately after giving effect to such issuance). 

“City Development Agreement” means that certain Amended and Restated Development Agreement for the
Forsyth/Hanley Project Area dated as of June 1, 2009, by and between the City of Clayton, Missouri and CMC and recorded at Book 18416 Page 65 of the St. Louis County Recorder of Deeds, which City Development Agreement, with respect to the
Project, has been assigned to the Centene Plaza Subsidiary, as amended pursuant to that certain Assignment of Amended and Restated Development Agreement dated June 1, 2009 and recorded at Book 18416 Page 106 of the St. Louis County Recorder of
Deeds. 
 “Code” means the U.S. Internal Revenue Code of 1986, as amended. 

“Company” means Centene Corporation, and any successor thereto. 

“Company Order” means a written order signed in the name of the Company by an Officer and delivered to
the Trustee or, with respect to Sections 2.02, 2.08, 2.09, 2.12 and 9.05 any other employee of the Company named in an Officers’ Certificate delivered to the Trustee. 

“Consolidated Cash Flow” means, with respect to any specified Person for any period, the Consolidated
Net Income of such Person for such period plus: 
 (1) provision for taxes
based on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus 

(2) consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued and
whether or not capitalized (including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any 

  
 7 








 
deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, commissions, discounts and other fees and charges incurred in respect of letter of
credit or bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations), to the extent that any such expense was deducted in computing such Consolidated Net Income; plus 

(3) depreciation, amortization (including amortization of goodwill and other intangibles but excluding amortization of prepaid
cash expenses that were paid in a prior period) and other non-cash expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for expenses to be paid in cash in any future period) of such Person and its
Restricted Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income; plus 

(4) an amount equal to any extraordinary, unusual or non-recurring loss plus any net loss realized by such Person or any of its
Restricted Subsidiaries in connection with an Asset Sale (without regard to the dollar limitation in the definition thereof), to the extent such losses were deducted in computing such Consolidated Net Income; plus 

(5) severance payments related to management employment contracts, non-cash stock-based compensation expense, and net income
attributable to non-controlling interests in the Company’s non-wholly-owned Subsidiaries; plus 
 (6) any
impairment charge or asset write-off pursuant to Financial Accounting Standards Board – Accounting Standards Codification topics 360 and 350 or any successor pronouncement; minus 

(7) non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary
course of business, in each case, on a consolidated basis and determined in accordance with GAAP. 
 “Consolidated
Net Income” means, with respect to any Person for any period, the consolidated Net Income of such Person and its Restricted Subsidiaries determined in accordance with GAAP; provided,
however, that there will not be included in such Consolidated Net Income: 

(1) any Net Income (loss) of any Person if such Person is not a Restricted Subsidiary except that: 

(a) subject to the limitations contained in clauses (2) and (3) below, the Company’s equity in the Net Income of
any such Person for such period will be included in such Consolidated Net Income up to the aggregate amount of cash actually distributed by such Person during such period to the Company or a Restricted Subsidiary as a dividend or other distribution;


  
 8 








 (b) the Company’s equity in a net loss of any such Person (other than an
Unrestricted Subsidiary) for such period will be included in determining such Consolidated Net Income to the extent such loss has been funded with cash from the Company or a Restricted Subsidiary; 

(2) Net Income or loss of any Person for any period prior to the acquisition of such Person by the Company or a Restricted
Subsidiary, or the Net Income or loss of any Person who succeeds to the obligations of the Company under this Indenture for any period prior to such succession; and 

(3) the cumulative effect of a change in accounting principles. 

“Consolidated Total Assets” means, as of the date of any determination thereof, the total assets of the
Company and its Restricted Subsidiaries calculated in accordance with GAAP on a consolidated basis as of such date. 

“Continuing Directors” means, as of any date of determination, any member of the Board of Directors of
the Company who: 
 (1) was a member of such Board of Directors on the Issue Date; or 

(2) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing
Directors who were members of such Board at the time of such nomination or election. 
 “Corporate Trust Office of
the Trustee” shall be at the address of the Trustee specified in Section 12.02 hereof, or such other address as to which the Trustee may give notice to the Company. 

“Credit Agreement” means the Amended and Restated Credit Agreement, dated as of May 21, 2013, among
the Company, the various financial institutions named therein, as lenders, and Barclays Bank PLC, as Administrative Agent, including any related notes, Guarantees, collateral documents, instruments and agreements executed in connection therewith,
and in each case as amended, restated, modified, renewed, refunded, replaced or refinanced (in whole or in part) from time to time, whether or not with the same lenders or agent. 

“Credit Facilities” means, one or more debt facilities or agreements (including, without limitation, the Credit
Agreement) note purchase agreements, indentures or commercial paper facilities, in each case with banks or other institutional lenders or investors providing for revolving credit 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), debt securities, 

  
 9 








 
notes or letters of credit, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced (including any agreement to extend the maturity thereof and adding additional
borrowers or guarantors and by means of sales of debt securities to institutional investors) in whole or in part from time to time under the same or any other agent, lender or group of lenders, underwriter or group of underwriters and including
increasing the amount of available borrowings thereunder; provided that such increase is permitted by Section 4.09 hereof. 

“Custodian” means, with respect to the Notes issuable or issued in whole or in part in global form, the
Person specified in Section 2.05 as Custodian with respect to the Notes, and any and all successors thereto appointed as custodian hereunder and having become such pursuant to the applicable provisions of this Indenture. 

“Default” means any event that is, or with the passage of time or the giving of notice or both would be,
an Event of Default. 
 “Definitive Note” means a certificated Note registered in the
name of the Holder thereof and issued in accordance with Sections 2.08 or 2.12 hereof, in substantially the form of Exhibit A hereto except that such Note shall not bear the Global Note legend set forth in Exhibit A and shall not have
the “Schedule of Exchanges of Interests in the Global Note” attached thereto. 

“Depositary” means, with respect to the Notes issuable or issued in whole or in part in global form, the
Person specified in Section 2.05 hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as Depositary hereunder and having become such pursuant to the applicable provisions of this Indenture.

 “Designated Non-cash Consideration” means any non-cash consideration received by the
Company or one of its Restricted Subsidiaries in connection with an Asset Sale that is designated as Designated Non-cash Consideration pursuant to an Officers’ Certificate setting forth the basis of such valuation, less the amount of cash or
Cash Equivalents received in connection with a subsequent sale of such Designated Non-cash Consideration. 

“Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into
which it is convertible, or for which it is exchangeable, in each case at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise,
or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the date on which the Notes mature. 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 

  
 10 








 
of Control or an Asset Sale 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 4.10 hereof. 
 “District”
means the transportation development district formed in connection with the Centene Plaza Project, created under Sections 238.000 to 238.275 R.S.Mo, as amended, and maintained pursuant to the District Development Agreement and the City Development
Agreement. 
 “District Development Agreement” means that certain Transportation
Development Agreement dated as of June 1, 2009, as amended by that certain First Amendment to Transportation Development Agreement dated as of April 20, 2010, by and between the Centene Plaza Subsidiary and the District. 

“Dollars” and the sign “$” mean the lawful money of the United States of America.

 “Equity Interests” means Capital Stock and all warrants, options or other rights to acquire
Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock). 

“Equity Offering” means any private or public sale of common stock of the Company. 

“Exchange Act” means the Securities Exchange Act of 1934, as amended. 

“Existing Indebtedness” means Indebtedness existing on the Issue Date (other than Indebtedness under
this Indenture and the Credit Agreement). 
 “Fair Market Value” means, with respect to
any Asset Sale or Restricted Payment or other item, the price that would be negotiated in an arm’s-length transaction for cash between a willing seller and a willing and able buyer, neither of which is under any compulsion to complete the
transaction, as such price is determined in good faith by an officer of the Company. 
 “Fixed Charge
Coverage Ratio” means with respect to any specified Person for any period, the ratio of the Consolidated Cash Flow of such Person and its Restricted Subsidiaries for such period to the Fixed Charges of such Person and its Restricted
Subsidiaries for such period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, guarantees, repays, repurchases or redeems any Indebtedness (other than ordinary working capital borrowings) or issues,
repurchases or redeems preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed
Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio will be calculated giving pro 

  
 11 








 
forma effect to such incurrence, assumption, guarantee, repayment, repurchase or redemption of Indebtedness, or such issuance, repurchase or redemption of preferred stock, and the use of
the proceeds therefrom as if the same had occurred at the beginning of the applicable four-quarter reference period. 
 In
addition, for purposes of calculating the Fixed Charge Coverage Ratio: 
 (1) acquisitions that have been made by the
specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations and including any related financing transactions, during the four-quarter reference period or subsequent to such reference period and on or prior to
the Calculation Date will be given pro forma effect as if they had occurred on the first day of the four-quarter reference period; 

(2) the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations
or businesses disposed of prior to the Calculation Date, will be excluded; and 
 (3) the Fixed Charges attributable to
discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Calculation Date, will be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be
obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date. 
 For purposes of this
definition, whenever pro forma effect is to be given to an Investment, acquisition, disposition, merger or consolidation and the amount of income or earnings relating thereto, the pro forma calculations shall be determined in good faith by a
responsible financial or accounting officer of the Company and such pro forma calculations may include operating expense reductions for such period resulting from the transaction which is being given pro forma effect that (A) have been realized
or (B) for which the steps necessary for realization have been taken (or are taken concurrently with such transaction) or (C) for which the steps necessary for realization are reasonably expected to be taken within the twelve-month period
following such transaction and, in each case, including, but not limited to, (a) reduction in personnel expenses, (b) reduction of costs related to administrative functions, (c) reduction of costs related to leased or owned
properties, (d) reductions from the consolidation of operations and streamlining of corporate overhead and (e) cost savings, operating expense reductions and other operating improvements or synergies. 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 Calculation Date had been the applicable rate for the entire period (taking into account any Hedging
Obligations applicable to such Indebtedness if the related hedge has a remaining term in excess of twelve months). 

  
 12 








 Interest on a Capital Lease Obligation shall be deemed to accrue at the interest rate reasonably
determined by a responsible financial or accounting officer of the Company to be the rate of interest implicit in such Capital Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any
Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on Indebtedness that may optionally be determined at an
interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the
Company may designate. 
 “Fixed Charges” means, with respect to any specified Person for any period, the sum,
without duplication, of: 
 (1) the consolidated interest expense of such Person and its Restricted Subsidiaries for such
period, whether paid or accrued, including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment Obligations, the interest component of all
payments associated with Capital Lease Obligations, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to
Hedging Obligations; plus 
 (2) the consolidated interest expense of such Person and its Restricted Subsidiaries that
was capitalized during such period; plus 
 (3) any interest expense on Indebtedness of another Person that is
guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; plus 

(4) the product of (a) all dividends, whether paid or accrued and whether or not in cash, on any series of preferred stock
of such Person or any of its Restricted Subsidiaries, other than dividends on Equity Interests payable (x) solely in Equity Interests of the Company (other than Disqualified Stock) or (y) to the Company or a Restricted Subsidiary of the
Company, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each case, on a consolidated
basis and in accordance with GAAP. 
 “Foreign Restricted Subsidiary” means any Restricted Subsidiary
that is not formed under the laws of the United States of America or any State thereof. 

  
 13 








 “GAAP” means generally accepted accounting principles set
forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such
other entity as have been approved by a significant segment of the accounting profession, which are in effect on the Issue Date. 

“Global Note” or “Global Notes” means the Notes in the form established pursuant
to Section 2.03 hereof, evidencing all or part of the Notes issued to the Depositary or its nominee and registered in the name of such Depositary or nominee. 

“Government Securities” means direct Obligations of, or Obligations guaranteed by (or certificates
representing an ownership interest in such Obligations), 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 or redeemable at the Company’s option. 
 “Guarantee” means, with respect
to any Person, any obligation, contingent or otherwise, of such Person directly or indirectly guaranteeing any Indebtedness or other obligation of any other Person and, without limiting the generality of the foregoing, 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 or other obligation of such other 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 purposes of assuring in any other manner the obligee of such Indebtedness or other obligation of the payment thereof or to
protect such obligee against loss in respect thereof (in whole or in part); 
 provided 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. 

“Guarantor” means any Subsidiary that executes a Subsidiary Guarantee in accordance with the provisions
of this Indenture and its respective successors and assigns. 
 “Hedging Obligations” means, with
respect to the Company or any of its Restricted Subsidiaries, the obligations of such Person under interest rate swap agreements, interest rate cap agreements and interest rate collar agreements and other agreements or arrangements designed to
either (a) protect such Person against fluctuations in interest rates with respect to any floating rate Indebtedness that is 

  
 14 








 
permitted to be incurred under this Indenture or (b) transform fixed rate Indebtedness that is permitted to be incurred under this Indenture to a floating rate liability or other obligation.

 “Holder” means a Person in whose name a Note is registered in the Note Register. 

“Indebtedness” means, with respect to any specified Person, any indebtedness of such Person, whether or not
contingent: 
 (1) in respect of borrowed money; 

(2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect
thereof), but excluding letters of credit and surety bonds entered into in the ordinary course of business to the extent such letters of credit or surety bonds are not drawn upon; 

(3) in respect of banker’s acceptances; 

(4) representing Capital Lease Obligations; 

(5) representing the balance deferred and unpaid of the purchase price of any property or services, except any such balance
that constitutes an accrued expense or Trade Payable; 
 (6) representing any Hedging Obligations; or 

(7) Disqualified Stock of such Person or a Restricted Subsidiary in an amount equal to the greater of the maximum mandatory
redemption or repurchase price (not including, in either case, any redemption or repurchase premium) or the liquidation preference thereof, 
 if and to the
extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness”
includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the Guarantee by the specified Person of any
Indebtedness of any other Person. For the avoidance of doubt, to the extent any Indebtedness incurred in connection with the Centene Plaza Project and the Centene Plaza Phase II Project appears as a liability on the balance sheet of the Company or
one of its Restricted Subsidiaries and is non-recourse to the Company and its Restricted Subsidiaries, such Indebtedness will not constitute “Indebtedness” for all purposes under this Indenture. 

  
 15 








 The amount of any Indebtedness outstanding as of any date will be: 

(a) the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount; and 

(b) the principal amount of the Indebtedness, together with any interest on the Indebtedness that is more than 30 days past
due, in the case of any other Indebtedness. 
 “Indenture” means this instrument, as originally executed or as it
may from time to time be supplemented or amended in accordance with Article 9 hereof. 
 “Independent Financial
Advisor” means an independent accounting, appraisal or investment banking firm or consultant, (i) in the case of real estate or in foreign jurisdictions, that is, in the good faith determination of the Company, qualified to perform
the task for which it has been engaged and (ii) in each other case, of nationally recognized standing and, in the good faith determination of the Company, qualified to perform the task for which it has been engaged. 

“Indirect Obligation” means, with respect to any Person, each obligation and liability of such Person, and all such
obligations and liabilities of such Person, incurred pursuant to any agreement, undertaking or arrangement by which such Person: (a) guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or indirect agreement,
contingent or otherwise, to provide funds for payment, to supply funds to, or otherwise to invest in, a debtor, or otherwise to assure a creditor against loss) the indebtedness, dividend, obligation or other liability of any other Person in any
manner (other than by endorsement of instruments in the course of collection), including any indebtedness, dividend or other obligation which may be issued or incurred at some future time; (b) guarantees the payment of dividends or other
distributions upon the Capital Stock of any other Person; (c) undertakes or agrees (whether contingently or otherwise): (i) to purchase, repurchase, or otherwise acquire any indebtedness, obligation or liability of any other Person or any
property or assets constituting security therefor, (ii) to advance or provide funds for the payment or discharge of any indebtedness, obligation or liability of any other Person (whether in the form of loans, advances, stock purchases, capital
contributions or otherwise), or to maintain solvency, assets, level of income, working capital or other financial condition of any other Person, or (iii) to make payment to any other Person other than for value received; (d) agrees to
lease property or to purchase securities, property or services from such other Person with the purpose or intent of assuring the owner of such indebtedness or obligation of the ability of such other Person to make payment of the indebtedness or
obligation; (e) to induce the issuance of, or in connection with the issuance of, any letter of credit for the benefit of such other Person; or (f) undertakes or agrees otherwise to assure a creditor against loss. The amount of any
Indirect Obligation shall (subject to any limitation set forth herein) be deemed to be the outstanding principal amount (or maximum permitted principal amount, if larger) of the indebtedness, obligation or other liability guaranteed or supported
thereby. 

  
 16 








 “Interest Payment Dates” shall have the meaning set forth
in paragraph 1 of each Note. 
 “Investment Grade Rating” means a rating equal to or
higher than Baa3 (or the equivalent) by Moody’s or BBB- (or the equivalent) by S&P in each case, with a stable or better outlook. 

“Investments” means, with respect to any Person, all direct or indirect investments by such Person in
other Persons (including Affiliates) in the forms of loans (including Guarantees or other obligations), advances or capital contributions (excluding commission, travel and similar advances, fees and compensation paid to officers, directors and
employees made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet
prepared in accordance with GAAP. If the Company or any Subsidiary of the Company sells or otherwise disposes of any Equity Interests of any direct or indirect Subsidiary of the Company such that, after giving effect to any such sale or disposition,
such Person is no longer a Subsidiary of the Company, the Company will be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of the Investment in such Subsidiary not sold or disposed of in an
amount determined as provided in Section 4.10(c) hereof. The acquisition by the Company or any Subsidiary of the Company of a Person that holds an Investment in a third Person will be deemed to be an Investment by the Company or such Subsidiary
in such third Person in an amount equal to the Fair Market Value of the Investment held by the acquired Person in such third Person in an amount determined as provided in Section 4.10(c) hereof. Except as otherwise provided in this Indenture,
the amount of an Investment will be determined at the time the Investment is made and without giving effect to subsequent changes in value 

“Issue Date” means the date on which the Initial Notes are initially issued. 

“Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions in the City of New
York, the city in which the Corporate Trust Office of the Trustee is located or any other place of payment on the Notes are authorized by law, regulation or executive order to remain closed. 

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or
encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other
agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.  

“Limited Originator Recourse” means a reimbursement obligation of the Company in connection with a drawing on a letter
of credit, revolving loan commitment, cash collateral account or other such credit enhancement issued to support Indebtedness 

  
 17 








 
of a Securitization Subsidiary that the Company’s Board of Directors (or a duly authorized committee thereof) determines is necessary to effectuate a Qualified Securitization Transaction;
provided that the available amount of any such form of credit enhancement at any time shall not exceed 10% of the aggregate principal amount of such Indebtedness at such time; and provided, further, that such reimbursement
obligation is permitted to be incurred by the Company pursuant to the covenant described above under Section 4.09 hereof. 

“Moody’s” means Moody’s Investors Service, Inc. or any successor to the rating agency business
thereof. 
 “Net Income” means, with respect to any specified Person, the net income
(loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends, excluding, however: 

(1) any gain (but not loss), together with any related provision for taxes on such gain (but not loss), realized in connection
with: (a) any Asset Sale; or (b) the disposition of any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries; and 

(2) any extraordinary gain (but not loss), together with any related provision for taxes on such extraordinary gain (but not
loss). 
 “Net Proceeds” means the aggregate cash or Cash Equivalents received by the Company or any
of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of (1) the direct costs relating to
such Asset Sale, including, without limitation, legal, accounting and investment banking fees, and sales commissions, and any relocation expenses incurred as a result of the Asset Sale, (2) taxes paid or payable as a result of the Asset Sale,
in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements, (3) amounts (a) required to be applied to the repayment of Indebtedness secured by a Lien on the asset or assets that were
the subject of such Asset Sale and (b) required to be paid as a result of such sale and (4) any reserve established in accordance with GAAP against liabilities associated with such Asset Sale or any amount placed in escrow for adjustment
in respect of the purchase price of such Asset Sale, until such time as such reserve is reversed or such escrow arrangement is terminated, in which case Net Proceeds shall be increased by the amount of the reserve so reversed or the amount returned
to the Company or its Restricted Subsidiaries from such escrow agreement, as the case may be.  
 “NML
Loan” means a certain loan in the original principal amount of $80,000,000 from The Northwestern Mutual Life Insurance Company to the Centene Plaza Subsidiary secured by various collateral, including but not limited to the interest of
the Centene Plaza Subsidiary in the Centene Plaza Project. 

  
 18 








 “Non-recourse Debt” means Indebtedness: 

(1) as to which neither the Company nor any of its Restricted Subsidiaries (a) provides credit support of any kind
(including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise, or (c) constitutes the lender; 

(2) no default with respect to which (including any rights that the holders thereof may have to take enforcement action against
an Unrestricted Subsidiary) would permit upon notice, lapse of time of both any holder of any other Indebtedness (other than the Notes) of the Company or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the
payment thereof to be accelerated or payable prior to its Stated Maturity; and 
 (3) as to which the lenders have been
notified in writing that they will not have any recourse to the stock or assets of the Company or any of its Restricted Subsidiaries. 

“Notes” means the Initial Notes and any Additional Notes. 

“Obligations” means any principal, premium, if any, interest (including interest accruing on or after
the filing of, or which would have accrued but for the filing of, any petition in bankruptcy or for reorganization relating to the Company whether or not a claim for post filing interest is allowed in such proceedings), penalties, fees, expenses,
indemnifications, reimbursements (including, without limitation, reimbursement obligations with respect to letters of credit and bankers’ acceptances), damages and other liabilities payable under the documentation governing any
Indebtedness. 
 “Officer” means the Chief Executive Officer, the President, the Chief
Financial Officer or any Senior Vice President of the Company. 
 “Officers’
Certificate” means a certificate signed by two Officers of the Company, at least one of whom shall be the principal executive officer or principal financial officer of the Company, and delivered to the Trustee. 

“Opinion of Counsel” means a written opinion from legal counsel which meets the requirements of
Section 12.05 hereof. The counsel may be an employee of or counsel to the Company.  
 “Permitted
Business” means the lines of business conducted by the Company and its Restricted Subsidiaries on the Issue Date and any other healthcare business related, ancillary or complementary (including any reasonable extension, development or
expansion) to any such business. 

  
 19 








 “Permitted Investments” means: 

(1) any Investment in the Company or a Restricted Subsidiary; 

(2) any Investment in Cash Equivalents; 

(3) any Investment by the Company or any of its Restricted Subsidiaries in a Person, if as a result of such Investment: 

(a) such Person becomes a Restricted Subsidiary; or 

(b) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets
to, or is liquidated into, the Company or a Subsidiary; 
 (4) any Investment made as a result of the receipt of non-cash
consideration from an Asset Sale that was made pursuant to and in compliance with Section 4.12 hereof; 
 (5) any
acquisition of assets solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of the Company; 

(6) any Investments received in compromise of Obligations of trade creditors, health care providers or customers that were
incurred in the ordinary course of business, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor, health care provider or customer; 

(7) Hedging Obligations; 

(8) Investments the payment for which is Capital Stock (other than Disqualified Stock) of the Company; 

(9) Investments in prepaid expenses, negotiable instruments held for collection, utility and workers compensation, performance
and similar deposits made in the ordinary course of business; 
 (10) loans and advances to non-executive officers and
employees of the Company or any of its Restricted Subsidiaries in the ordinary course of business in accordance with the past practices of the Company or any of its Restricted Subsidiaries in an aggregate amount for all such loans and advances not
to exceed $5.0 million at any time outstanding; 
 (11) Investments existing on the Issue Date; 

(12) Permitted Market Investments; 

  
 20 








 (13) Investments in Permitted Joint Ventures in an amount not to exceed at any
one time outstanding 5.0% of the Company’s Consolidated Total Assets; 
 (14) Investments by the Company or a Restricted
Subsidiary in a Securitization Subsidiary in connection with a Qualified Securitization Transaction, which investment consists of a retained interest in transferred Receivables and Related Assets; and 

(15) other Investments in any Person having an aggregate Fair Market Value (measured on the date each such investment was made
and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (15) that are at the time outstanding, not to exceed the greater of (x) $175.0 million or (y) 4.0%
of the Company’s Consolidated Total Assets. 
 “Permitted Joint Venture” means any joint venture
that the Company or any of its Restricted Subsidiaries is a party to that is engaged in a Permitted Business. 

“Permitted Liens” means: 

(1) Liens in favor of the Company or its Restricted Subsidiaries; 

(2) Liens on any property or assets of a Person existing at the time such Person is merged with or into or consolidated with
the Company or any Restricted Subsidiary of the Company; provided that such Liens were in existence prior to such merger or consolidation and not incurred in contemplation of such merger or consolidation and do not extend to any property or assets
other than those of the Person merged into and consolidated with the Company or the Restricted Subsidiary; 
 (3) Liens for
taxes or other governmental charges not at the time delinquent or thereafter payable without penalty or being contested in good faith by appropriate proceedings; provided, in each case, appropriate reserves required pursuant to GAAP have been
made in respect thereof; 
 (4) Liens on any property or assets existing at the time of the acquisition thereof by the
Company or any Restricted Subsidiary of the Company; provided that such Liens were in existence prior to such acquisition and not incurred or assumed in connection with, or in contemplation of, such acquisition and do not extend to any property or
assets of the Company or the Restricted Subsidiary; 

  
 21 








 (5) Liens to secure the performance of statutory Obligations, surety or appeal
bonds, government contracts, performance bonds or other obligations of a like nature incurred in the ordinary course of business, including (i) Liens of landlords, carriers, warehousemen, mechanics and materialmen and other similar Liens
imposed by law and (ii) Liens in the form of deposits or pledges incurred in connection with worker’s compensation, unemployment compensation and other types of social security (excluding Liens arising under Employee Retirement Income
Security Act of 1974)); 
 (6) Liens existing on the Issue Date; 

(7) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by the
Company and its Restricted Subsidiaries in the ordinary course of business; 
 (8) Liens securing Permitted Refinancing
Indebtedness incurred to refinance Indebtedness that was previously so secured as permitted by this Indenture; provided that any such Lien is limited to all or part of the same property or assets (plus improvements, accessions, proceeds or dividends
or distributions in respect thereof) that secured (or, under the written arrangements under which the original Lien arose, could secure) the Indebtedness being refinanced or is in respect of property that is security for a Permitted Lien hereunder;

 (9) Liens securing Hedging Obligations of the Company or any of its Restricted Subsidiaries, which transactions or
obligations are incurred in the ordinary course of business for bona fide hedging purposes (and not for speculative purposes) of the Company or its Restricted Subsidiaries (as determined in good faith by the Board of Directors or senior management
of the Company); 
 (10) Liens to secure Indebtedness (including Capital Lease Obligations) permitted by clause
(4) under Section 4.09(b) hereof; provided that any such Lien (i) covers only the assets acquired, constructed or improved with such Indebtedness and (ii) is created within 180 days of such acquisition, construction or
improvement; 
 (11) Liens to secure Indebtedness of Foreign Restricted Subsidiaries permitted by clause (11) under
Section 4.09(b) hereof; provided that any such Lien covers only the assets of such Foreign Restricted Subsidiaries; 

(12) Liens securing Indebtedness permitted by clauses (16) and (17) of Section 4.09(b) hereof; 

  
 22 








 (13) Liens required by any regulation, or order of or arrangement or agreement
with any regulatory body or agency, so long as such Liens do not secure Indebtedness; 
 (14) Liens on assets transferred to
a Securitization Subsidiary or on assets of Securitization Subsidiary, in either case, incurred in connection with a Qualified Securitization Transaction; and 

(15) other Liens incurred in the ordinary course of business of the Company and its Restricted Subsidiaries with respect to
Indebtedness in an aggregate principal amount, together with all Indebtedness incurred to refund, refinance or replace such Indebtedness (or refinancings, refundings or replacements thereof), that does not exceed 20.0% of the Company’s
Consolidated Total Assets at any one time outstanding. 
 “Permitted Market Investments” means any
security that (a) is of a type traded or quoted on any exchange or recognized financial market, (b) can be readily liquidated or disposed of on such exchanges or markets, (c) other than in the case of an equity security, has no lower
than an “investment grade” rating from any nationally recognized rating agency or (d) satisfies the Company’s investment guidelines as approved by the Board of Directors; provided that the
aggregate amount of Permitted Market Investments consisting of common stock shall not exceed 10% at any time. 

“Permitted Refinancing Indebtedness” means any Indebtedness of the Company or any of its Restricted
Subsidiaries issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund other Indebtedness of the Company or any of its Restricted Subsidiaries (other than intercompany Indebtedness);
provided, however, that: 
 (1) the
aggregate principal amount (or if incurred with original issue discount, an aggregate issue price) of such Permitted Refinancing Indebtedness does not exceed the aggregate principal amount (or if incurred with original issue discount, the aggregate
accreted value) of the Indebtedness extended, refinanced, renewed, replaced, defeased or refunded (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums incurred in connection therewith); 

(2) such Permitted Refinancing Indebtedness has a final maturity date no earlier than the final maturity of, and has a Weighted
Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; 

(3) if Subordinated Obligations are being extended, refinanced, renewed, replaced, defeased or refunded, such Permitted
Refinancing Indebtedness has a final maturity date later than the final maturity date of, and is 

  
 23 








 
subordinated in right of payment to, the Notes on terms at least as favorable to the Holders as those contained in the documentation governing the Subordinated Obligations being extended,
refinanced, renewed, replaced, defeased or refunded; and 
 (4) such Indebtedness is incurred either by the Company or by the
Restricted Subsidiary who is the obligor on the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded. 

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

“Predecessor Note” of any particular Note means every previous Note evidencing all or a portion of the
same Debt as that evidenced by such particular Note; and any Note authenticated and delivered under Section 2.09 in lieu of a lost, destroyed or stolen Note shall be deemed to evidence the same Debt as the lost, destroyed or stolen Note.

 “Qualified Securitization Transaction” means any transaction or series of transactions that
may be entered into by the Company or any Restricted Subsidiary pursuant to which (a) the Company or any Restricted Subsidiary may sell, convey or otherwise transfer to a Securitization Subsidiary its interests in Receivables and Related Assets
and (b) such Securitization Subsidiary transfers to any other person, or grants a security interest in, such Receivables and Related Assets, pursuant to a transaction which is customarily used to achieve a transfer of financial assets under
GAAP. 
 “Ratings Agency” means S&P and Moody’s or if S&P or Moody’s
or both shall not make a rating on the Notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Company (as certified by a resolution of the Board of Directors of the Company) which
shall be substituted for S&P or Moody’s or both, as the case may be.  
 “Real Estate
Indebtedness” means (a) any debt or obligations of the Company or any of its Subsidiaries in whole or in part secured by interests in real property, including, but not limited to, the NML Loan and extensions, renewals and
refinancings of such Indebtedness and (b) Indirect Obligations of the Company with respect to the Indebtedness of the Centene Plaza Subsidiary and extensions, renewals and refinancings of such Indebtedness of the Centene Plaza Subsidiary;
provided that such Indebtedness of the Centene Plaza Subsidiary (with respect to which the Company has Indirect Obligations) is used solely to finance the Centene Plaza Project. 

“Receivables and Related Assets” means any account receivable (whether now existing or arising thereafter) of the
Company or any Restricted Subsidiary, and any assets related thereto including all collateral securing such accounts receivable, all contracts and contract rights and all Guarantees or other obligations in respect of such


  
 24 








 
accounts receivable, proceeds of such accounts receivable and other assets which are customarily transferred or in respect of which security interest are customarily granted in connection with
asset securitization transaction involving accounts receivable. 
 “Redemption
Date” when used with respect to any Note to be redeemed, shall mean the date specified for redemption of such Note in accordance with the terms of such Note and this Indenture. 

“Redemption Price” when used with respect to any Note to be redeemed, means
the price at which it is to be redeemed pursuant to the terms of such Note and this Indenture. 

“Registered Note” means any Note in the form (to the extent applicable thereto) established pursuant to
Section 2.01 hereof which is registered on the books of the Registrar. 
 “Regular Record
Date” for the interest payable on any Interest Payment Date means the applicable date specified as a “Record Date” on the face of the Note. 

“Responsible Officer,” when used with respect to the Trustee, means any officer
within the Corporate Trust Department of the Trustee (or any successor group of the Trustee) with direct responsibility for the administration of this Indenture and also means, with respect to a particular corporate trust matter, any other officer
to whom such matter is referred because of his or her knowledge of and familiarity with the particular subject, and who shall have direct responsibility for the administration of this Indenture. 

“Restricted Investment” means an Investment other than a Permitted Investment. 

“Restricted Subsidiary” of a Person means any Subsidiary that is not an Unrestricted Subsidiary.

 “S&P” means Standard & Poor’s Ratings Service, a division of The McGraw
Hill Companies, Inc., or any successor to the ratings agency business thereof.  
 “Sale/Leaseback
Transaction” means an arrangement relating to property now owned or hereafter acquired by the Company or a Restricted Subsidiary whereby the Company or such Restricted Subsidiary transfers such property to a Person (other than to the
Company or a Restricted Subsidiary) and the Company or such Restricted Subsidiary leases it from such Person.  

“SEC” means the United States Securities and Exchange Commission. 

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

  
 25 








 “Securitization Subsidiary” means a wholly-owned Subsidiary
of the Company: 
 (1) that is designated a “Securitization Subsidiary” by the Board of Directors of
the Company (or a duly authorized committee thereof); 
 (2) that does not engage in any activities other than Qualified
Securitization Transactions and any activity necessary or incidental thereto; 
 (3) no portion of the Indebtedness or any
other obligation, contingent or otherwise, of which: 
 (a) is Guaranteed by the Company or any Subsidiary in any way other
than pursuant to Standard Securitization Undertakings or Limited Originator Recourse, 
 (b) is recourse to or obligates the
Company or any other Subsidiary in any way other than pursuant to Standard Securitization Undertakings or Limited Originator Recourse, or 

(c) subjects any property or asset of the Company or any other Subsidiary, directly or indirectly, contingently or otherwise,
to the satisfaction thereof other than pursuant to Standard Securitization Undertakings or Limited Originator Recourse; 

(4) with respect to which neither the Company nor any other Subsidiary has any obligation to maintain or preserve its financial
condition or cause such entity to achieve certain levels of operating results; and 
 (5) with which neither the Company nor
any Subsidiary has any material contract, agreement, arrangement or understanding other than on terms no less favorable to the Company or such Subsidiary than those that might be obtained at the time from persons that are not Affiliates of the
Company, other than Standard Securitization Undertakings and fees payable in the ordinary course of business in connection with servicing accounts receivable of such entity. 

Any designation of a Subsidiary as a Securitization Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of
the resolution of the Board of Directors of the Company giving effect to the designation and an Officers’ Certificate certifying that the designation complied with the preceding conditions. 

“Senior Debt” means: 

(1) all Indebtedness of the Company outstanding under Credit Facilities and all Hedging Obligations with respect thereto; 

(2) any other Indebtedness of the Company permitted to be incurred under the terms of this Indenture, unless the instrument
under which such Indebtedness is incurred expressly provides that it is on a parity with or subordinated in right of payment to the Notes; and 

  
 26 








 (3) all Obligations with respect to the items listed in the preceding clauses
(1) and (2). 
 Notwithstanding anything to the contrary in the preceding, Senior Debt will not include: 

(a) any liability for federal, state, local or other taxes owed or owing by the Company; 

(b) any Indebtedness of the Company to any of its Subsidiaries or other Affiliates; 

(c) any Trade Payables; or 

(d) the portion of any Indebtedness that is incurred in violation of this Indenture. 

“Shelf Registration Statement” means the registration statement filed by the Company on Form S-3 on
May 13, 2011. 
 “Significant Subsidiary” means any Subsidiary that would be a
“significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the Issue Date.  

“Special Record Date” for the payment of any Defaulted Interest on the Registered Securities means a
date fixed by the Trustee pursuant to Section 2.14 hereof. 
 “Standard Securitization
Undertakings” means representations, warranties, covenants and indemnities entered into by the Company or any Subsidiary that are reasonably customary in accounts receivable securitization transactions, as the case may be.

 “Stated Maturity” means, with respect to any installment of interest or principal on any
series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the documentation governing such Indebtedness as of the Issue Date, and will not include any contingent obligations to repay, redeem or
repurchase any such interest or principal prior to the date originally scheduled for the payment thereof. 

“Subordinated Obligations” means any Indebtedness of the Company (whether outstanding on the Issue Date
or thereafter incurred) that is subordinate or junior in right of payment to the Notes pursuant to a written agreement to that effect. 

  
 27 








 “Subsidiary” means, with respect to any specified
Person: 
 (1) any corporation, association or other business entity of which more than 50% of the total voting
power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of
directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof);
and 
 (2) any partnership (a) the sole general partner or the managing general partner of which is such Person or a
Subsidiary of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof). 

“Subsidiary Guarantee” means a Guarantee by a Guarantor of the Company’s obligations under this
Indenture and on the Notes, executed pursuant to Section 4.17 hereof and any supplemental indenture hereto. 

“Tax Sharing Agreement” means the tax sharing agreement, dated December 31, 2002, by and among the
Company and each of its Subsidiaries party thereto. 
 “TIA” means the Trust Indenture
Act of 1939, as amended, and the rules and regulations thereunder. 
 “Total Debt” means
all Indebtedness of the Company and its Restricted Subsidiaries, determined on a consolidated basis. 

“Total Debt Ratio” as of the date of any event for which a calculation is required (the “date of
determination”) means the ratio of (a) the aggregate amount of Total Debt as of the date of determination to (b) the Consolidated Cash Flow of the Company for the most recently ended four full fiscal quarters for which internal
financial statements are available immediately preceding the date of determination, in each case with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Fixed
Charge Coverage Ratio”. 
 “Trade Payables” means, with respect to any Person, any
accounts payable or any other indebtedness or monetary obligation to trade creditors, physicians, hospitals, health maintenance organizations or other health care providers created, assumed or guaranteed by such Person or any of its Subsidiaries
arising in the ordinary course of business in connection with the acquisition of goods and services. 

  
 28 








 “Treasury Rate” means, as of any redemption date, the yield
to maturity of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15(519) that has become publicly available at least two business days prior
to the Redemption Date or, if such Statistical Release is no longer published, any publicly available source of similar market data) most nearly equal to the period from the Redemption Date to May 15, 2019; provided,
however, that if the period from the Redemption Date to May 15, 2019 is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Treasury Rate shall be
obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the period from the Redemption Date to
May 15, 2019 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used. 

“Trustee” means the Person named as the “Trustee” in the first paragraph of this instrument
until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean such successor Trustee. 

“Unrestricted Subsidiary” means any Subsidiary of the Company that is designated by the Board of
Directors as an Unrestricted Subsidiary pursuant to a Board Resolution, but only to the extent that such Subsidiary: 

(1) has no Indebtedness other than Non-Recourse Debt; 

(2) is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary of the
Company unless the terms of any such agreement, contract, arrangement or understanding, taken as a whole with the terms of all other agreements, contracts, arrangements or understandings of such Unrestricted Subsidiary with the Company or any
Restricted Subsidiary, are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company; 

(3) is a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any direct or indirect
obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; 

(4) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any
of its Restricted Subsidiaries; and 
 (5) has at least one director on its Board of Directors that is not a director or
executive officer of the Company or any of its Restricted Subsidiaries and has at least one executive officer that is not a director or executive officer of the Company or any of its Restricted Subsidiaries. 

  
 29 








 Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary will be
evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was
permitted by Section 4.10. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and
any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09, the Company will be in
default of such Section. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a
Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09, calculated on a pro forma basis as
if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation. All Subsidiaries of an Unrestricted Subsidiary shall also be
Unrestricted Subsidiaries. 
 “Voting Stock” of any Person as of any date means all classes of
Capital Stock of such Person then outstanding and normally entitled to vote in the election of the Board of Directors of such Person. 

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of
years obtained by dividing: 
 (1) the sum of the products obtained by multiplying (a) the amount of each
then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will
elapse between such date and the making of such payment; by 
 (2) the then outstanding principal amount of such
Indebtedness. 
 Section 1.02 Other Definitions. 
  

					
	 Term
	  	Defined in Section	 
	 “Acceleration Notice”
	  	 	6.02	  
	 “Acceptable Commitment”
	  	 	4.12	  
	 “Affiliate Transaction”
	  	 	4.14	  
	 “Asset Sale Offer”
	  	 	4.12	  
	 “Benefited Party”
	  	 	10.01	  
	 “Change of Control Amount”
	  	 	4.16	  
	 “Change of Control Offer”
	  	 	4.16	  


  
 30 









					
	 “Covenant Defeasance”
	  	 	8.03	  
	 “Defaulted Interest”
	  	 	2.14	  
	 “DTC”
	  	 	2.05	  
	 “Event of Default”
	  	 	6.01	  
	 “Legal Defeasance”
	  	 	8.02	  
	 “losses”
	  	 	7.07	  
	 “Offer Amount”
	  	 	3.08	  
	 “Offer Period”
	  	 	3.08	  
	 “Offer to Purchase”
	  	 	3.08	  
	 “Paying Agent”
	  	 	2.05	  
	 “Payment Default”
	  	 	6.01	  
	 “Purchase Date”
	  	 	3.08	  
	 “Purchase Price”
	  	 	3.08	  
	 “Registrar”
	  	 	2.05	  

 Section 1.03 Incorporation by Reference of Trust Indenture Act. 

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

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

“indenture securities” means the Notes and the Subsidiary Guarantees, if any; 

“indenture security holder” means a Holder of a Note; 

“indenture to be qualified” means this Indenture; 

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

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

 (c) All other terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by
SEC rule under the TIA and not otherwise defined herein have the meanings so assigned to them either in the TIA, by another statute or SEC rule, as applicable. 

  
 31 








 Section 1.04 Rules of Construction. 

(a) Unless the context otherwise requires: 

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

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

(3) “or” is not exclusive; 

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

(5) all references in this instrument to “Articles,” “Sections” and other subdivisions are to the
designated Articles, Sections and subdivisions of this instrument as originally executed; 
 (6) the words
“herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. 

(7) “including” means “including without limitation;” 

(8) provisions apply to successive events and transactions; and 

(9) references to sections of or rules under the Securities Act, the Exchange Act or the TIA shall be deemed to include
substitute, replacement or successor sections or rules adopted by the SEC from time to time thereunder. 
 ARTICLE 2. 

THE NOTES 

Section 2.01 Form Generally. 

The Notes shall be substantially in the form of Exhibit A hereto with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or
as may, consistently herewith, be determined by the Officers executing such Notes as evidenced by their execution of the Notes. 
 The
certificated Notes shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner, provided that such method is permitted by the rules of any securities exchange on which such
Notes may be listed, all as determined by the Officers executing such Notes as evidenced by their execution of such Notes. 

  
 32 








 Section 2.02 Execution, Authentication Delivery and Dating. 

Two Officers shall sign the Notes for the Company by manual, facsimile or electronic signature. If an Officer whose signature is on a Note no
longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. 
 A Note shall not be valid until
authenticated by the manual, facsimile or electronic signature of the Trustee. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. 

At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes executed by the Company to
the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes; and the Trustee in accordance with such Company Order shall authenticate and deliver such Notes. 

No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a
certificate of authentication substantially in the form provided for herein duly executed by the Trustee by manual, facsimile or electronic signature of an authorized signatory, and such certificate upon any Note shall be conclusive evidence, and
the only evidence, that such Note has been duly authenticated and delivered hereunder. The Trustee’s certificate of authentication shall be in substantially the following form: 

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

 

							
		 		 	 The Bank of New York Mellon Trust

Company, N.A., as Trustee

				
	Date:                 	 		 		 	
		 		 	By:	 	                                      
                          
		 		 		 	Authorized Signatory

 Each Note shall be dated the date of its authentication. 

With respect to Notes that are not to be originally issued at one time, the Trustee may conclusively rely, as to the authorization by the
Company of any of such Notes, the forms and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to this Section, as applicable, in connection
with the first authentication of Notes. 
 Notwithstanding the foregoing, if any Note shall have been duly authenticated and delivered
hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 2.12 hereof together with a written statement stating that such Note has never been issued and
sold by the Company, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. 

  
 33 








 Section 2.03 Notes in Global Form. 

Notes issued as a Global Note shall represent such of the outstanding Notes as shall be specified therein and may provide that it shall
represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon or otherwise notated on the books and records of the Registrar and that the aggregate principal amount of outstanding Notes represented thereby may from
time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the aggregate principal amount of any increase or decrease in the amount of outstanding Notes represented thereby
shall be made by the Trustee in such manner and upon instructions given by the Holder thereof. 
 Global Notes may be issued in either
registered or bearer form and in either temporary or permanent form. Permanent Global Notes will be issued in definitive form. 
 The
provisions of the last sentence of Section 2.02 hereof shall apply to any Note represented by a Global Note if such Note was never issued and sold by the Company, and the Company delivers to the Trustee the Note in global form together with
written instructions with regard to the reduction in the principal amount of Notes represented thereby, together with the written statement contemplated by the last sentence of Section 2.02 hereof. 

Notwithstanding the provisions of this Sections 2.02 and 2.14 hereof, payment of principal of and any interest on any Global Note shall be
made to the person or persons specified therein. 
 None of the Company, the Trustee, any Paying Agent or Registrar will have any
responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Note or for maintaining, supervising or reviewing any records relating to such beneficial ownership
interests. 
 Section 2.04 Amount of Notes. 

On the Issue Date, the Trustee shall authenticate and deliver, pursuant to a Company order, $300,000,000 aggregate principal amount of 4.75%
Senior Notes due May 15, 2022 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Notes for original issue in an aggregate principal amount specified in a Company Order. Such order shall specify the
amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.16 after the Issue Date, shall certify that such issuance
is in compliance with Section 4.09. The aggregate principal amount of Notes which may be authenticated and delivered under this Indenture 

  
 34 








 
is unlimited, subject to compliance with Section 4.09 hereof. The Notes may have notations, legends or endorsements required by law, stock exchange rules or usage. The Notes shall be in
denominations of $2,000 and integral multiples of $1,000 in excess thereof. 
 All Notes shall be substantially identical except as to the
date from which interest shall accrue and except as may otherwise be provided in any indenture supplemental hereto. 
 If any of the terms
of the Notes are established by action taken pursuant to a Board Resolution, a copy of any appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the
delivery of the Officers’ Certificate setting forth the terms of the Notes. 
 The Notes, including any Additional Notes, shall be
treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. 

Section 2.05 Registrar and Paying Agent. 

The Company shall maintain, with respect to the Notes, an office or agency where Notes may be presented for registration of transfer or for
exchange (“Registrar”) and an office or agency where Notes may be presented for payment (“Paying Agent”) in the Borough of Manhattan, the City of New York. The Registrar shall keep a register (the
“Note Register”) of the Notes and of their transfer and exchange. The Company may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar and the
term “Paying Agent” includes any additional paying agent. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company shall notify the Trustee in writing of the name and address of any Agent not a party
to this Indenture. If the Company fails to appoint or maintain another entity as Registrar of Paying Agent, the Trustee shall act as such. The Company or any of its Restricted Subsidiaries may act as Paying Agent or Registrar. 

The Company initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global
Notes. 
 The Company initially appoints the Trustee to act as Registrar and Paying Agent and to act as Custodian with respect to the Global
Notes, and the Trustee hereby agrees so to initially act. 
 Section 2.06 Paying Agent to Hold Money in Trust. 

The Company shall require each Paying Agent (other than the Trustee) to agree in writing that the Paying Agent will hold in trust for the
benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal of, premium, if 

  
 35 








 
any, or interest on the Notes, and will notify the Trustee of any default by the Company in making any such payment. While any such default continues, the Trustee may require a Paying Agent to
pay all funds held by it relating to the Notes to the Trustee. The Company at any time may require a Paying Agent to pay all funds held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Company or a
Restricted Subsidiary) shall have no further liability for such funds. If the Company or a Restricted Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all funds held by it as Paying
Agent. Upon any Event of Default under Sections 6.01(i) and (j) hereof relating to the Company, the Trustee shall serve as Paying Agent for the Notes. 

Section 2.07 Holder Lists. 

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of
all Holders and shall otherwise comply with TIA §312(a). If the Trustee is not the Registrar, the Company shall furnish or cause to be furnished to the Trustee at least seven Business Days before each Interest Payment Date and at such other
times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders and the Company shall otherwise comply with TIA §312(a). 

Section 2.08 Registration; Registration of Transfer and Exchange. 

Upon surrender for registration of transfer of any Notes at an office or agency of the Company designated pursuant to Section 4.02 hereof
for such purpose, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denominations, of a like aggregate principal amount. The
Company shall not charge a service charge for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges that may be imposed in connection with the
transfer or exchange of the Notes from the Holder requesting such transfer or exchange (other than any exchange of a temporary Note for a permanent Note not involving any change in ownership or any exchange pursuant to Sections 2.12, 3.06 or 9.05
hereof, not involving any transfer). 
 Notwithstanding any other provisions (other than the provisions set forth in the fourth paragraph)
of this Section 2.08, a Global Note representing all or a portion of the Notes may not be transferred except as a whole by the Depositary to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee
of such Depositary or by such Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. 
 Each
Global Note is exchangeable for Notes in certificated form only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for such Global Notes or if at any time the Depositary ceases to be a clearing
agency registered under the Exchange Act and the Company fails within 90 days 

  
 36 








 
thereafter to appoint a successor Depositary, (ii) the Company in its sole discretion determines that such Global Note shall be exchangeable or (iii) there shall have occurred and be
continuing a Default with respect to the Notes represented by such Global Notes. In any such event the Company will issue, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Notes, will authenticate
and deliver Notes in certificated form in exchange for such Global Note. In any such instance, an owner of a beneficial interest in either Global Note will be entitled to physical delivery in certificated form of Notes equal in principal amount to
such beneficial interest and to have such Notes registered in its name. Notes so issued in certificated form will be issued in denominations of $2,000 or any larger amount that is an integral multiple of $1,000, and will be issued in registered form
only, without coupons. 
 Upon the exchange of a Global Note for Notes in certificated form, such Global Note shall be cancelled by the
Trustee. All cancelled Notes held by the Trustee shall be disposed of by the Trustee and, upon written request by the Company, a certificate of their disposal delivered to the Company. Definitive Notes issued in exchange for a Global Note pursuant
to this Section 2.08 hereof shall be registered in such names and in such authorized denominations as the Depositary for such Note in global form, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct
the Trustee in writing. The Trustee shall deliver such Notes as instructed in writing by the Depositary. 
 At the option of the Holders of
certificated Notes, certificated Notes may be exchanged for other certificated Notes of any authorized denomination or denominations of like aggregate principal amount and tenor, upon surrender of the certificated Notes to be exchanged at such
office or agency. Whenever any certificated Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the certificated Notes which the Holder making the exchange is entitled to receive. 

All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same
debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. 

Every Note presented or surrendered for registration of transfer or for exchange shall be duly endorsed, or be accompanied by a written
instrument of transfer in form satisfactory to the Company and the Registrar duly executed, by the Holder thereof or his or her attorney duly authorized in writing. 

The Company shall not be required (i) to issue, register the transfer of or exchange any Notes during a period beginning 15 Business Days
before any selection of Notes to be redeemed and ending at the close of business on the day of the mailing of the relevant notice of redemption or (ii) to register the transfer of or exchange any Note so selected for redemption, in whole or in
part, except the unredeemed portion of any Note being redeemed in part. 

  
 37 








 Section 2.09 Replacement Notes. 

If any mutilated Note is surrendered to the Trustee or the Company and the Trustee receives evidence to its satisfaction of the destruction,
loss or theft of any Note, the Company shall issue and, upon receipt of a Company Order, the Trustee shall authenticate a replacement Note. If required by the Trustee or the Company, the Holder of such Note shall provide indemnity that is
sufficient, in the judgment of the Trustee or the Company, to protect the Company, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer in connection with such replacement. If required by the Company, such
Holder shall reimburse the Company for its reasonable expenses in connection with such replacement. 
 Every replacement Note issued in
accordance with this Section 2.09 shall be the valid obligation of the Company, evidencing the same debt as the destroyed, lost or stolen Note, and shall be entitled to all of the benefits of this Indenture equally and proportionately with all
other Notes duly issued hereunder. 
 Section 2.10 Outstanding Notes. 

The Notes outstanding at any time shall be the entire principal amount of Notes represented by all of the Global Notes and Definitive Notes
authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those subject to reductions in beneficial interests effected by the Trustee in accordance with the provisions hereof, and those described in this
Section 2.10 as not outstanding. Except as set forth in Section 2.11 hereof, a Note shall not cease to be outstanding because the Company or an Affiliate of the Company holds the Note. 

If a Note is replaced pursuant to Section 2.09 hereof, it shall cease to be outstanding unless the Trustee receives proof satisfactory to
it that the replaced Note is held by a bona fide purchaser. 
 If the principal amount of any Note is considered paid under
Section 4.01 hereof, it shall cease to be outstanding and interest on it shall cease to accrue. 
 If the Paying Agent (other than the
Company, a Subsidiary or an Affiliate of any thereof) holds, on a Redemption Date, a Purchase Date or a maturity date, funds sufficient to pay Notes payable on that date, then on and after that date such Notes shall be deemed to be no longer
outstanding and shall cease to accrue interest. 

  
 38 








 Section 2.11 Treasury Notes. 

In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by
the Company, or by any Affiliate of the Company, 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 Notes
that a Responsible Officer of the Trustee knows are so owned shall be so disregarded. 
 Section 2.12 Temporary Notes. 

Until certificates representing Notes are ready for delivery, the Company may prepare and, upon receipt of a Company Order in accordance with
Section 2.02 hereof, the Trustee shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of Definitive Notes but may have variations that the Company considers appropriate for temporary Notes and as shall be
reasonably acceptable to the Trustee. Without unreasonable delay, the Company shall prepare and the Trustee shall authenticate Global Notes or Definitive Notes in exchange for temporary Notes, as applicable. After preparation of Definitive Notes,
the Temporary Note will be exchangeable for Definitive Notes upon surrender of the Temporary Notes. 
 Holders of temporary Notes shall be
entitled to all of the benefits of this Indenture as permanent Notes. 
 Section 2.13 Cancellation. 

The Company at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall dispose of cancelled
Notes (subject to the record retention requirement of the Exchange Act or other applicable laws) unless by written order, signed by an Officer of the Company, the Company directs them to be returned to it. 

Certification of the disposal of all cancelled Notes shall be delivered to the Company from time to time upon request. The Company may not
issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee for cancellation. 
 Section 2.14
Payment of Interest; Defaulted Interest. 
 Interest on any Note which is payable, and is punctually paid or duly provided for, on any
Interest Payment Date shall be paid to the person in whose name that Note (or one or more Predecessor Notes) is registered at the close of business on the Regular Record Date for such interest. 

If the Company defaults in a payment of interest on the Notes which is payable (“Defaulted Interest”),
it shall pay the Defaulted Interest in any lawful manner plus, to the extent lawful, interest payable on the Defaulted Interest, to the Persons who are Holders on a subsequent Special Record Date, in each case at the rate provided in the


  
 39 








 
Notes. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Notes and the date of the proposed payment. The Company shall fix or cause
to be fixed each such Special Record Date and payment date, provided that no such Special Record Date shall be less than 10 days prior to the related payment date for such Defaulted Interest. At least 15 days before the Special Record Date,
the Company (or, upon the written request of the Company, the Trustee in the name and at the expense of the Company) shall mail or cause to be mailed to Holders a notice that states the Special Record Date, the related payment date and the amount of
such interest to be paid. 
 Subject to the foregoing provisions of this Section 2.14 and Section 2.08 hereof, each Note delivered
under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Note. 

Section 2.15 CUSIP or ISIN Numbers. 

The Company in issuing the Notes may use “CUSIP” and/or “ISIN” numbers (if then generally in use), and, if so, the Trustee
shall use “CUSIP” and/or “ISIN” numbers in notices of redemption or Offers to Purchase as a convenience to Holders; provided, however, that any such notice may state that no representation is made as to the correctness of
such numbers either as printed on the Notes or as contained in any notice of a redemption or notice of an Offer to Purchase and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption or
Offer to Purchase shall not be affected by any defect in or omission of such numbers. The Company shall promptly notify the Trustee of any change in the “CUSIP” and/or “ISIN” numbers. 

Section 2.16 Additional Notes. 

The Company shall be entitled, subject to its compliance with Section 4.09 hereof, to issue Additional Notes under this Indenture which
shall have identical terms as the Initial Notes issued on the date hereof, other than with respect to the date of issuance and issue price. The Initial Notes issued on the date hereof and any Additional Notes shall be treated as a single class for
all purposes under this Indenture, including directions, waivers, amendments, consents, redemptions and Offers to Purchase. 
 With respect
to any Additional Notes, the Company shall set forth in a Board Resolution and an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information: 

(1) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; and

 (2) the issue price, the issue date and the CUSIP and/or ISIN number of such Additional Notes. 

  
 40 








 Section 2.17 Record Date. 

The record date for purposes of determining the identity of Holders of Notes entitled to vote or consent to any action by vote or consent or
permitted under this Indenture shall be determined as provided for in TIA §316(c). 
 Section 2.18 Persons Deemed Owners.

 Prior to due presentment of a Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the person in whose name such Note is registered as the owner of such Note for the purpose of receiving payment of principal of and (except as otherwise specified as contemplated by the first paragraph of Section 2.04 hereof and
subject to Sections 2.07 and 2.13 hereof) interest on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice
to the contrary. 
 None of the Company, the Trustee, any Paying Agent or the Registrar will have any responsibility or liability for any
aspect of the records relating to or payments made on account of beneficial ownership interests of a Note in global form or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. 

Section 2.19 Computation of Interest. 

Interest on the Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months. Interest on the Initial Notes will
accrue from April 29, 2014. 
 ARTICLE 3. 

REDEMPTION AND PREPAYMENT 

Section 3.01 Notices to Trustee. 

Except as set forth in Paragraph 5 of the Notes set forth in Exhibit A, the Company will not be entitled to redeem the Notes at its
option prior to their Stated Maturity. 
 If the Company elects to redeem Notes, it shall furnish to the Trustee, at least 30 days (or such
shorter period as may be acceptable to the Trustee) but not more than 60 days before a Redemption Date, an Officers’ Certificate setting forth (a) the applicable section of this Indenture pursuant to which the redemption shall occur,
(b) the Redemption Date, (c) the principal amount of Notes to be redeemed and (d) the Redemption Price. 

  
 41 








 Section 3.02 Selection of Notes to Be Redeemed. 

If less than all of the Notes are to be redeemed at any time, such Notes to be redeemed shall be selected in accordance with the operating
procedures of the Depositary. The Trustee shall not be responsible for any actions taken or not taken by the Depositary. 
 The Trustee
shall promptly notify the Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in amounts of
$2,000 or integral multiples of $1,000; except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not an integral multiple of $1,000, shall be redeemed. Except as provided in
the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. 

Section 3.03 Notice of Redemption. 

At least 30 days but not more than 60 days prior to a Redemption Date, the Company shall mail or cause to be mailed, by first class mail, a
notice of redemption to each Holder whose Notes are to be redeemed at such Holder’s registered address appearing in the Note Register, except that redemption notices may be mailed more than 60 days prior to a Redemption Date if the notice is
issued in connection with a defeasance pursuant to Article 8 hereof or a satisfaction and discharge pursuant to Article 11 hereof. 
 The
notice shall identify the Notes to be redeemed and shall state: 
 (a) the Redemption Date; 

(b) the appropriate method for calculation of the redemption price, but need not include the Redemption Price itself; the actual Redemption
Price shall be set forth in an Officers’ Certificate delivered to the Trustee no later than two (2) Business Days prior to the Redemption Date. 

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

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

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

(f) that, unless the Company defaults in making such redemption payment, interest on Notes called for redemption ceases to accrue on and after
the Redemption Date; 

  
 42 








 (g) the applicable section of this Indenture pursuant to which the Notes called for redemption
are being redeemed; and 
 (h) that no representation is made as to the correctness of the CUSIP and/or ISIN numbers, if any, listed in such
notice or printed on the Notes. 
 At the Company’s request, the Trustee shall give the notice of redemption in the
Company’s name and at its expense; provided, however, that the Company shall have delivered to the Trustee, at least 45 days (or such shorter period allowed by the Trustee), prior to the Redemption Date, an Officers’
Certificate requesting that the Trustee give such notice (in the name and at the expense of the Company) and setting forth the information to be stated in such notice as provided in this Section 3.03. 

Section 3.04 Effect of Notice of Redemption. 

Once notice of redemption is mailed in accordance with Section 3.03 hereof, Notes called for redemption shall become irrevocably due and
payable on the Redemption Date at the Redemption Price. 
 Any redemption of the Notes may, at the Company’s discretion, be subject to
one or more conditions precedent. In addition, if such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the Redemption Date may be delayed until such
time as any or all of such conditions shall be satisfied (or waived by the Company in its sole discretion), or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied
(or waived by the Company in its sole discretion) by the Redemption Date, or by the Redemption Date so delayed. 
 Section 3.05
Deposit of Redemption Price. 
 On or prior to 11:00 a.m. Eastern time on the Business Day prior to any Redemption Date, the Company
shall deposit with the Trustee or with the Paying Agent (or, if the Company or any of its Restricted Subsidiaries is the Paying Agent, shall segregate and hold in trust) money sufficient to pay the Redemption Price of and, if applicable, accrued and
unpaid interest on all Notes to be redeemed on that date. The Trustee or the Paying Agent shall promptly, and in any event within two (2) Business Days after the Redemption Date, return to the Company any money deposited with the Trustee or the
Paying Agent by the Company in excess of the amounts necessary to pay the Redemption Price of, and accrued and unpaid interest, if any, on, all Notes to be redeemed. 

If the Company complies with the provisions of the preceding paragraph, on and after the Redemption Date, interest shall cease to accrue on
the Notes or the portions of Notes called for purchase or redemption in accordance with Section 2.08 hereof, whether or not such Notes are presented for payment. If a Note is redeemed on or after a Regular Record Date but on or prior to the
related Interest Payment Date, then any 

  
 43 








 
accrued and unpaid interest, if any, shall be paid to the Person in whose name such Note was registered at the close of business on such Regular Record Date. If any Note called for redemption
shall not be so paid upon surrender for redemption because of the failure of the Company to comply with the preceding paragraph, interest shall be paid on the unpaid principal from the Redemption Date until such principal is paid, and to the extent
lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof. 

Section 3.06 Notes Redeemed in Part. 

Upon surrender of a Note that is redeemed in part, the Company shall issue and, upon receipt of a Company Order in accordance with
Section 2.02 hereof, the Trustee shall authenticate for the Holder at the expense of the Company a new Note equal in principal amount to the unredeemed portion of the Note surrendered. 

Section 3.07 Mandatory Redemption. 

Except as set forth in Sections 4.12 and 4.16 hereof, the Company shall not be required to make mandatory redemption or sinking fund payments
with respect to, or offer to purchase, the Notes. 
 Section 3.08 Offer To Purchase. 

(a) In the event that, pursuant to Sections 4.12 or 4.16 hereof, the Company shall be required to commence an Asset Sale Offer or a Change of
Control Offer (each, an “Offer to Purchase”), it shall follow the procedures specified below. 
 (b) The Company
shall cause a notice of the Offer to Purchase to be sent at least once to the Dow Jones News Service or similar business news service in the United States. 

(c) The Company shall commence the Offer to Purchase by sending, by first-class mail, with a copy to the Trustee, to each Holder at such
Holder’s address appearing in the Note Register, a notice the terms of which shall govern the Offer to Purchase stating: 

(1) that the Offer to Purchase is being made pursuant to this Section 3.08 and Sections 4.12 or 4.16, as the case may be,
and, in the case of a Change of Control Offer, that a Change of Control has occurred, the circumstances and relevant facts regarding the Change of Control and that a Change of Control Offer is being made pursuant to Section 4.16; 

(2) the principal amount of Notes required to be purchased pursuant to Sections 4.12 or 4.16, as the case may be
(the “Offer Amount”), the purchase price set forth in Sections 4.12 or 4.16, as applicable (the “Purchase Price”), the Offer Period and the Purchase Date (each as defined below); 

  
 44 








 (3) except as provided in clause (9), that all Notes timely tendered and not
withdrawn shall be accepted for payment; 
 (4) that any Note not tendered or accepted for payment shall continue to accrue
interest; 
 (5) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the
Offer to Purchase shall cease to accrue interest after the Purchase Date; 
 (6) that Holders electing to have a Note
purchased pursuant to an Offer to Purchase may elect to have Notes purchased equal to $2,000 or in integral multiples of $1,000 only; 

(7) that Holders electing to have a Note purchased pursuant to any Offer to Purchase shall be required to surrender the Note,
with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the Company, the Depositary, if appointed by the Company, or a Paying Agent at the address specified
in the notice before the close of business on the third Business Day before the Purchase Date; 
 (8) that Holders shall be
entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, facsimile transmission or letter setting forth the name of the
Holder, the principal amount of the Note (or portions thereof) the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; 

(9) that, in the case of an Asset Sale Offer, if the aggregate principal amount of Notes surrendered by Holders exceeds the
Offer Amount, the Company shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $2,000 or integral multiples of $1,000 shall be
purchased); 
 (10) that Holders whose Notes were purchased in part shall be issued new Notes equal in principal amount to
the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer); and 
 (11) any other procedures
the Holders must follow in order to tender their Notes (or portions thereof) for payment and the procedures that Holders must follow in order to withdraw an election to tender Notes (or portions thereof) for payment. 

  
 45 








 (d) The Offer to Purchase shall remain open for a period of at least 30 days but no
more than 60 days following its commencement, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five (5) Business Days (and in any event no later than the 60th
day following the Change of Control) after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the Offer Amount or, if less than the Offer Amount has been tendered, all Notes tendered in
response to the Offer to Purchase. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. The Company shall publicly announce the results of the Offer to Purchase on or as soon as practicable after the
Purchase Date. 
 (e) On or prior to the Purchase Date, the Company shall, to the extent lawful: 

(1) accept for payment (on a pro rata basis to the extent necessary in connection with an Asset Sale Offer), the Offer Amount
of Notes or portions of Notes properly tendered and not withdrawn pursuant to the Offer to Purchase, or if less than the Offer Amount has been tendered, all Notes tendered; 

(2) deposit with the Paying Agent funds in an amount equal to the Purchase Price in respect of all Notes or portions of Notes
properly tendered; and 
 (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an
Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company and that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this
Section 3.08. 
 (f) The Paying Agent (or the Company, if acting as the Paying Agent) shall promptly (but in the case of a Change
of Control, not later than 60 days from the date of the Change of Control) deliver to each tendering Holder the Purchase Price deposited with the Paying Agent by the Company. In the event that any portion of the Notes surrendered is not purchased by
the Company, the Company shall promptly execute and issue a new Note in a principal amount equal to such unpurchased portion of the Note surrendered, and, upon receipt of a Company Order in accordance with Section 2.02 hereof, the Trustee shall
authenticate and deliver (or cause to be transferred by book-entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered; provided, however, that each such new Note shall be in a
principal amount of $2,000 or an integral multiple of $1,000. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. 

(g) If the Purchase Date is on or after a Regular Record Date and on or before the related Interest Payment Date, any accrued and unpaid
interest shall be paid to the Person in whose name a Note is registered at the close of business on such Regular Record Date. 

  
 46 








 (h) The Company shall comply, to the extent applicable, with the requirements of Rule 14e-1 under
the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the Offer to Purchase. To the extent that the provisions of any securities laws or regulations
conflict with Sections 4.12 or 4.16, as applicable, this Section 3.08 or other provisions of this Indenture, the Company shall comply with applicable securities laws and regulations and shall not be deemed to have breached its obligations under
Sections 4.12 or 4.16, as applicable, this Section 3.08 or such other provision by virtue of such compliance. 
 Other than as
specifically provided in this Section 3.08, any purchase pursuant to this Section 3.08 shall be made in accordance with the provisions of Sections 3.01 through 3.06 hereof. 

ARTICLE 4. 
 COVENANTS

 Section 4.01 Payment of Notes. 

The Company shall pay or cause to be paid the principal of, premium, if any, and interest on, the Notes on the dates and in the manner provided
in this Indenture and the Notes. Principal, premium, if any, and interest shall be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 11:00 a.m. Eastern Time on the due date money
deposited by the Company in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due. Such Paying Agent shall return to the Company promptly, and in any event, no later than five
(5) Business Days following the date of payment, any money (including accrued interest) that exceeds such amount of principal, premium, if any, and interest paid on the Notes. If a payment date is a Legal Holiday at a place of payment, payment
may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue on such payment for the intervening period. 

The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium,
if any, from time to time on demand at a rate that is 1.0% per annum in excess of the rate then in effect; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest
(without regard to any applicable grace periods), from time to time on demand at the same rate to the extent lawful. 
 Interest shall be
computed on the basis of a 360-day year of twelve 30-day months. 

  
 47 








 Section 4.02 Maintenance of Office or Agency. 

(a) The Company shall maintain an office or agency (which may be an office or drop facility of the Trustee or an Affiliate of the Trustee,
Registrar or co-registrar) where Notes may be presented or surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company shall give
prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the
address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices
and demands. 
 (b) The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented
or surrendered for any or all such purposes and may from time to time rescind such designations. The Company shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other
office or agency. 
 (c) The Company hereby designates the Corporate Trust Office of the Trustee, as one such office, drop facility or agency
of the Company in accordance with Section 2.05 hereof. 
 Section 4.03 SEC Reports. 

(a) Whether or not required, so long as the Notes are outstanding the Company will file with the SEC (unless the SEC will not accept such
filing), within the time periods specified in the SEC’s rules and regulations and deliver to the Trustee within 15 days after the filing of the same would be required by the SEC, copies of the quarterly and annual reports and of the
information, documents and other reports, if any, which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not be subject to the reporting requirements of
Section 13 or 15(d) of the Exchange Act, so long as the Notes are outstanding the Company will file with the SEC, to the extent permitted, and provide the Trustee with such annual reports and such information, documents and other reports
specified in Sections 13 and 15(d) of the Exchange Act within the time periods specified in the SEC’s rules and regulations. The Company will be deemed to have furnished such reports referred to in this section to the Trustee and the
Holders of the Notes if the Company has filed such reports with the SEC via the EDGAR filing system and such reports are publicly available. 

(b) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of
such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled
to rely exclusively on Officers’ Certificates). 

  
 48 








 Section 4.04 Compliance Certificate. 

(a) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year, commencing with the fiscal year ended
December 31, 2014, an Officers’ Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year, has been made under the supervision of the signing Officers with a view to
determining whether the Company and its Subsidiaries have kept, observed, performed and fulfilled their obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge
the Company and its Subsidiaries have kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture
(or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best
of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest on the Notes is prohibited or if such event has occurred, a description of the event and
what action the Company is taking or proposes to take with respect thereto. 
 (b) The Company shall otherwise comply with TIA
§314(a)(2). 
 (c) The Company shall deliver to the Trustee, within 30 days after the occurrence thereof, written notice in the form of
an Officers’ Certificate of any event that with the giving of notice and/or the lapse of time would become an Event of Default, its status and what action the Company is taking or proposes to take with respect thereto. 

Section 4.05 Taxes. 

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

Section 4.06 Stay, Extension and Usury Laws. 

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

  
 49 








 Section 4.07 Corporate Existence. 

Subject to Article 5 hereof, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect
(i) its corporate existence, and the corporate, partnership or other existence of each Restricted Subsidiary, in accordance with the respective organizational documents (as the same may be amended from time to time) of the Company or any such
Restricted Subsidiary and (ii) the rights (charter and statutory), licenses and franchises of the Company and its Restricted Subsidiaries; provided, however, that the Company shall not be required to preserve any such right, license or
franchise, or the corporate, partnership or other existence of any Restricted Subsidiary, if the Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Restricted
Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material respect to the Holders of the Notes, or that such preservation is not necessary in connection with any transaction not prohibited by this Indenture. 

Section 4.08 Payments for Consent. 

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

Section 4.09 Incurrence of Indebtedness and Issuance of Preferred Stock. 

(a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue,
assume, Guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt), and the Company will not issue
any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock (including Disqualified Stock) other than to the Company; provided, however, that the Company may incur Indebtedness
(including Acquired Debt) or issue Disqualified Stock and any Guarantor may incur Indebtedness (including Acquired Debt), if the Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which internal
financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock is issued would have been at least 2.0 to 1.0, determined on a pro forma basis (including a pro forma
application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the preferred stock or Disqualified Stock had been issued, as the case may be, at the beginning of such four-quarter period. 

  
 50 








 (b) So long as no Default shall have occurred or be continuing or would be caused
thereby, Section 4.09(a) will not prohibit the incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”): 

(1) the incurrence by the Company or any Restricted Subsidiary of additional Indebtedness and letters of credit under one or
more Credit Facilities; provided that the aggregate principal amount of all Indebtedness and letters of credit of the Company and any Restricted Subsidiaries incurred pursuant to this clause (1) (with letters of credit being deemed to
have a principal amount equal to the maximum potential liability of the Company and any Restricted Subsidiaries thereunder) does not exceed the greater of (x) $800.0 million and (y) 20.0% of Consolidated Total Assets (less the aggregate
principal amount of Indebtedness incurred by Securitization Subsidiaries and then outstanding pursuant to clause (13)); 

(2) the incurrence by the Company and any of the Restricted Subsidiaries of the Existing Indebtedness after giving effect to
the use of proceeds of the Notes; 
 (3) the incurrence by the Company and any of its Restricted Subsidiaries of Indebtedness
represented by the Initial Notes, issued on the Issue Date; 
 (4) the incurrence by the Company or any of its Restricted
Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement
of property, plant or equipment used in the business of the Company or such Restricted Subsidiary, in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred
pursuant to this clause (4), not to exceed the greater of (x) $100.0 million and (y) 2.5% of Consolidated Total Assets at any time outstanding; 

(5) the incurrence by the Company or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for,
or the net proceeds of which are used to extend, defease, renew, refund, refinance or replace Indebtedness (other than intercompany Indebtedness) that was incurred under Section 4.09(a) or clauses (2), (3), (4), or this clause (5) of this
Section 4.09(b); 
 (6) the incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness
between or among the Company and any of its Restricted Subsidiaries; provided, however, that (i) any subsequent issuance or transfer of Equity Interests that results in 

  
 51 








 
any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary and (ii) any subsequent sale or other transfer of any such Indebtedness to a Person that is not
either the Company or a Restricted Subsidiary shall be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6); 

(7) Indebtedness arising from agreements of the Company or any of its Restricted Subsidiaries providing for indemnification,
adjustment of purchase price, earn out or other similar Obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or shares of Capital Stock of a Restricted Subsidiary, other than
Guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or shares of Capital Stock of a Restricted Subsidiary for the purpose of financing such acquisition; 

(8) the incurrence of Indebtedness of the Company or any of its Restricted Subsidiaries represented by (a) letters of
credit for the account of the Company or any of its Restricted Subsidiaries or (b) other obligations to reimburse third parties pursuant to any surety bond, performance bond or other similar arrangements, which letters of credit or other
obligations, as the case may be, are intended to provide security for provider claims, workers’ compensation claims, payment obligations in connection with sales tax and insurance or other similar requirements in the ordinary course of
business; 
 (9) the incurrence by the Company or any of its Restricted Subsidiaries of Hedging Obligations; provided that
such Hedging Obligations are related to business transactions of the Company or its Restricted Subsidiaries entered into in the ordinary course of business and are entered into for bona fide hedging purposes (and not for speculative purposes) of the
Company or its Restricted Subsidiaries (as determined in good faith by the Board of Directors or senior management of the Company); 

(10) the Guarantee by the Company or any of the Restricted Subsidiaries of Indebtedness of the Company or a Restricted
Subsidiary that was permitted to be incurred by another provision of this Section 4.09; provided that if the Indebtedness being guaranteed is incurred by the Company and is subordinated to the Notes, then the Guarantee of such
Indebtedness by any of its Restricted Subsidiaries shall be subordinated to the same extent as the Indebtedness guaranteed; 

  
 52 








 (11) Indebtedness incurred by a Foreign Restricted Subsidiary which, when
aggregated with the principal amount of all other Indebtedness incurred pursuant to this clause (11) and then outstanding, does not exceed the greater of (x) $150.0 million or (y) 3.25% of the Company’s Consolidated Total Assets;

 (12) Acquired Debt or other Indebtedness, which in the case of other Indebtedness, is incurred reasonably
contemporaneously to finance an acquisition, merger, consolidation or amalgamation, provided that after giving effect thereto, (a) the Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge
Coverage Ratio test in Section 4.09(a), or (b) the Fixed Charge Coverage Ratio for the four full fiscal quarters immediately preceding such incurrence for which internal financial statements are available would be no worse than immediately
prior thereto; 
 (13) Indebtedness incurred by a Securitization Subsidiary in connection with a Qualified Securitization
Transaction that is not recourse with respect to the Company and its Restricted Subsidiaries; provided, however, that in the event such Securitization Subsidiary ceases to qualify as a Securitization Subsidiary or such Indebtedness becomes recourse
to the Company or any of its Restricted Subsidiaries, such Indebtedness will, in each case, be deemed to be, and must be classified by the Company as, incurred at such time (or at the time initially incurred) under one more of the other provisions
of this Section 4.09; 
 (14) the incurrence by the Company or any Restricted Subsidiary of Indebtedness to the extent
the proceeds thereof are used to purchase Notes pursuant to a Change of Control Offer or to defease or discharge Notes in accordance with the terms of this Indenture; 

(15) the incurrence by the Company or any Restricted Subsidiary of Indebtedness consisting of (a) the financing of
insurance premiums or (b) take or pay obligations in supply agreements, in each case in the ordinary course of business; 

(16) Real Estate Indebtedness, not to exceed in the aggregate at any one time outstanding the greater of (x) $250.0
million or (y) 5.0% of the Company’s Consolidated Total Assets; 
 (17) Indebtedness in respect of secured or
unsecured letters of credit incurred by the Company or any Restricted Subsidiary in an aggregate principal amount not to exceed $200.0 million; 

(18) the incurrence by the Company or any of its Restricted Subsidiaries of additional Indebtedness in an aggregate principal
amount (or accreted value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to extend, defease, renew, refund, refinance or replace any Indebtedness incurred pursuant to this clause (18), not to
exceed the greater of (x) $225.0 million and (y) 5.0% of Consolidated Total Assets; 

  
 53 








 (19) Indebtedness of the Company or any Restricted Subsidiary arising from the
honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds, provided that such Indebtedness is satisfied within five
business days of incurrence; and 
 (20) Indebtedness of the Company or any Restricted Subsidiary in respect of cash
management services entered into in the ordinary course of business and Guarantees of the Obligations of the Company or any Restricted Subsidiary in respect of such indebtedness. 

(c) For purposes of determining compliance with this Section 4.09, in the event that an item of Indebtedness meets the criteria of more
than one of the categories of Permitted Debt described in clauses (1) through (20) of Section 4.09(b) or is entitled to be incurred pursuant to Section 4.09(a), in each case, as of the date of incurrence thereof, the Company
shall, in its sole discretion, classify (or later reclassify in whole or in part), or divide (or later redivide in whole or in part) such item of Indebtedness (or any portion thereof) in any manner that complies with this Section 4.09 and such
Indebtedness will be treated as having been incurred pursuant to such clauses or Section 4.09(a) hereof, as the case may be, designated by the Company. Indebtedness under Credit Facilities outstanding on the date on which the Notes are first
issued and authenticated under this Indenture will at all times be deemed to have been incurred on such date in reliance on the exception provided by clause (1) of the definition of Permitted Debt. The accrual of interest or dividends, the
accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, the reclassification of Equity Interests as Indebtedness due to a change in accounting
principles, and the payment of dividends on Disqualified Stock in the form of additional shares of the same class of Disqualified Stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock for purposes of this
Section 4.09. Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this covenant shall not be deemed to be exceeded solely as a result of
fluctuations in exchange rates or currency values. 
 The amount of Indebtedness outstanding as of any date shall be (1) the accreted value thereof, in
the case of any Indebtedness issued with original issue discount, (2) the principal amount thereof, in the case of any other Indebtedness, (3) in the case of the Guarantee by the specified Person of any indebtedness of any other Person,
the maximum liability to which the specified Person may be subject upon the occurrence of the contingency giving rise to the obligation and (4) in the case of Indebtedness of others guaranteed by means of a Lien on any asset of the specified
Person, the lesser of (A) the Fair Market Value of such asset on the date on which Indebtedness is required to be determined pursuant to this Indenture and (B) the amount of the Indebtedness so secured. 

  
 54 








 (d) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or
indirectly, incur any Indebtedness which by its terms (or by the terms of any agreement governing such Indebtedness) is subordinated to any other Indebtedness of the Company or such Restricted Subsidiary, as the case may be, unless made expressly
subordinate to the Notes to the same extent and in the same manner as such Indebtedness is subordinated pursuant to subordination provisions that are most favorable to the holders of any other Indebtedness of the Company or such Restricted
Subsidiary, as the case may be. 
 Section 4.10 Restricted Payments. 

(a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly: 

(1) declare or pay any dividend or make any other payment or distribution (A) on account of the Company’s or any of
its Restricted Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company or any of its Restricted Subsidiaries) or (B) to the direct or indirect holders
of the Company’s or any Restricted Subsidiaries’ Equity Interests in their capacity as such (other than dividends, payments or distributions (i) payable in Equity Interests (other than Disqualified Stock) of the Company or
(ii) to the Company or a wholly owned Restricted Subsidiary or to all holders of Capital Stock of such Restricted Subsidiary on a pro rata basis); 

(2) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or
consolidation involving the Company) any Equity Interests of the Company or any of its Restricted Subsidiaries (other than any such Equity Interests owned by the Company or any of its Restricted Subsidiaries); 

(3) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any
Subordinated Obligations, except a payment of interest or principal at the Stated Maturity thereof; or 
 (4) make any
Restricted Investment (all such payments and other actions set forth in these clauses (1) through (3) above and this clause (4) being collectively referred to as “Restricted Payments”), 

  
 55 








 unless, at the time of and after giving effect to such Restricted Payment: 

(A) no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment;
and 
 (B) the Company would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such
Restricted Payment had been made at the beginning of the most recently ended four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in
Section 4.09(a); and 
 (C) such Restricted Payment, together with the aggregate amount of all other Restricted Payments
made by the Company and the Restricted Subsidiaries after the Issue Date (excluding Restricted Payments permitted by clauses (b)(2), (3), (5), (6), (7) and (9) of this Section 4.10), is less than the sum, without duplication, of: 

(I) 50% of the Consolidated Net Income of the Company for the period (taken as one accounting period) from the beginning
of the first full fiscal quarter during which the Issue Date falls to the end of the Company’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such
Consolidated Net Income for such period is a deficit, less 100% of such deficit), plus 
 (II) 100% of the aggregate
net cash proceeds (and the Fair Market Value of property other than cash) received by the Company since the Issue Date as a contribution to its common equity capital or from the issue or sale of Equity Interests of the Company (other than
Disqualified Stock) or from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of the Company, in either case, that have been converted into or exchanged for such Equity Interests of
the Company (other than Equity Interests or Disqualified Stock or debt securities sold to a Subsidiary of the Company), plus 

(III) to the extent that any Restricted Investment that was made after the Issue Date is sold for cash or otherwise liquidated
or repaid for cash, the cash proceeds and Fair Market Value, of property and marketable securities received with respect to such Restricted Investment (less the cost of disposition, if any), plus 

(IV) to the extent any Unrestricted Subsidiary has been redesignated as a Restricted Subsidiary under the terms of this
Indenture or has been merged, consolidated or amalgamated with or into, or transfers or conveys assets to, or is liquidated into the Company or a Restricted Subsidiary, an amount equal to the Fair Market Value of the Company’s and the
Restricted Subsidiaries’ aggregate Investment in such Unrestricted Subsidiary as of the date of such redesignation, combination or transfer (or of the assets transferred or conveyed, as applicable), plus 

(V) $330.0 million. 

  
 56 








 (b) So long as no Default or Event of Default has occurred and is continuing or would be caused
thereby, the preceding provisions will not prohibit: 
 (1) the payment of any dividend or consummation of any redemption
within 60 days after the date of declaration of the dividend or the giving of a redemption notice related thereto, if at the date of declaration or the giving of a redemption notice related thereto the dividend payment or redemption would have
complied with the provisions of this Indenture; 
 (2) the redemption, repurchase, retirement, repayment, defeasance
or other acquisition of any Subordinated Obligations of the Company or of any Equity Interests of the Company in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Restricted Subsidiary of the
Company) of, Equity Interests of the Company (other than Disqualified Stock); provided, however, that the amount of any such net cash proceeds that are utilized for any such redemption, repurchase, retirement, repayment, defeasance or
other acquisition will be excluded from Section 4.10(a)(C)(II); 
 (3) the redemption, repurchase, repayment,
retirement, defeasance or other acquisition of any Subordinated Obligations of the Company with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness; provided, however, that the amount of any such net cash
proceeds that are utilized for any such redemption, repurchase, repayment, retirement, defeasance or other acquisition will be excluded from Section 4.10(a)(C)(II); 

(4) the redemption, repurchase or other acquisition or retirement for value of any Equity Interests of the Company or
any Restricted Subsidiary of the Company (a) held by any current or former director, officer, employee or consultant (or the estate, heirs, family members, spouse, former spouse, domestic partner or former domestic partner of any of the
foregoing) of the Company’s (or any of its Restricted Subsidiaries’) pursuant to any management equity subscription plan or agreement, stock option or stock purchase plan or agreement or employee benefit plan as may be adopted by the
Company from time to time or pursuant to any agreement with any director, officer, employee or consultant of the Company or (b) from an employee of the Company upon the termination of such employee’s employment with the Company;
provided, however, that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests in reliance on this clause (4) may not exceed $15.0 million in any twelve-month period, with any unused
amounts in any twelve-month period being carried forward to the 

  
 57 








 
next two succeeding twelve-month periods and provided, further, that such amount in any twelve-month period may be increased by an amount not to exceed (A) the cash
proceeds from the sale of Equity Interests (other than Disqualified Stock) of the Company, in each case to members of management, directors or consultants of the Company, any of its Subsidiaries that occurs after the Issue Date,
provided that such cash proceeds utilized for redemptions, repurchases or other acquisitions or retirements will be excluded from Section 4.10(a)(C)(II) plus (B) the cash proceeds of “key man” life insurance policies
received by the Company or its Restricted Subsidiaries after the Issue Date (provided that the Company may elect to apply all or any portion of the aggregate increase contemplated by clauses (A) and (B) above in any twelve-month
period, it being understood that the forgiveness of any debt by such Person shall not be a Restricted Payment hereunder) less (C) the amount of any Restricted Payments previously made pursuant to clauses (A) and (B) of this
clause (4)); 
 (5) repurchases, acquisitions or retirements of Capital Stock of the Company deemed to occur upon
the exercise or vesting of stock options, warrants or restricted stock or similar rights under employee benefit plans of the Company or its Subsidiaries if such Capital Stock represents all or a portion of the exercise price thereof or withholding
tax thereon; 
 (6) redemptions of Capital Stock consisting of common stock of the Company so long as the Total Debt Ratio is
no more than 2.25 to 1.0 both as of the date thereof (based on a computation period of the twelve calendar month period most recently ended) and on a pro forma basis after giving effect to such redemption; 

(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 Capital Stock of the Company, provided, however, that any such cash payment shall not be for the purpose of evading the limitation of the covenant described under this subheading (as
determined in good faith by the Board of Directors of the Company);  
 (8) the repurchase, redemption or other
acquisition or retirement for value of any Subordinated Indebtedness or Disqualified Stock pursuant to provisions substantially identical to those described under Sections 4.16 and 4.12 hereof; provided that a Change of Control Offer or Asset
Sale Offer, as applicable, has been made and all Notes tendered by Holders in connection with a Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed or acquired for value; and 

  
 58 








 (9) other Restricted Payments in an aggregate amount which, when taken together
with all other Restricted Payments made pursuant to this clause (9), not to exceed the greater of (x) $225.0 million and (y) 5.0% of Consolidated Total Assets; and 

(10) the payment by the Company of dividends on its common stock in an aggregate annual amount of $25.0 million. 

(c) The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the assets,
property or securities proposed to be transferred or issued by the Company or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. If the Company or a Restricted Subsidiary makes a Restricted Payment which at the time
of the making of such Restricted Payment would in the good faith determination of the Company be permitted under the provisions of this Indenture, such Restricted Payment shall be deemed to have been made in compliance with this Indenture
notwithstanding any subsequent adjustments made in good faith to the Company’s financial statements affecting Consolidated Net Income of the Company for any period 

(d) In the event that a Restricted Payment or Permitted Investment meets the criteria of more than one of the types of Restricted Payments
described in clauses (1) through (10) of Section 4.10(b) or Permitted Investments described in the definition thereof, the Company in its sole discretion may divide, classify or from time to time reclassify all or any portion of such
Restricted Payment or Permitted Investment in any manner that complies with this covenant and such Restricted Payment or Permitted Investment shall be treated as having been made pursuant only to the clause or clauses of this covenant or of the
definition of Permitted Investment to which such Restricted Payment or Permitted Investment has been classified or reclassified. 

Section 4.11 Liens. 

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur or assume or otherwise
cause or suffer to exist or become effective any consensual Liens of any kind (other than Permitted Liens) against or upon any of their respective properties or assets, now owned or hereafter acquired, or any proceeds, income or profit therefrom or
assign or convey any right to receive income therefrom, to secure any Indebtedness of the Company unless prior to, or contemporaneously therewith, the Notes are equally and ratably secured by a Lien on such property, assets, proceeds, income or
profit; provided, however, that if such Indebtedness is expressly subordinated to the Notes, the Lien securing such Indebtedness will be subordinated and junior to the Lien securing the Notes with the same relative priority as such Indebtedness has
with respect to the Notes. 

  
 59 








 Section 4.12 Asset Sales. 

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

(1) the Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the
Fair Market Value of the assets sold, leased, transferred, conveyed or otherwise disposed of or Equity Interests of any Restricted Subsidiary of the Company issued, sold, transferred, conveyed or otherwise disposed of as determined in good faith by
the Company’s management; 
 (2) at least 75% of the consideration received in the Asset Sale by the Company or such Restricted
Subsidiary is in the form of cash or Cash Equivalents. For purposes of this clause (2), each of the following will be deemed to be cash: 

(a) any liabilities, as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet prepared in accordance with
GAAP, of the Company or any of its Restricted Subsidiaries (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee (or a third party on behalf of the transferee) of any
such assets whereby the Company or such Restricted Subsidiary is released from further liability whether specifically agreed by such transferee or third party or by operation of law; 

(b) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are
converted by the Company or such Restricted Subsidiary into cash or Cash Equivalents within 180 days, to the extent of the cash or Cash Equivalents received in that conversion; and 

(c) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate
Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) not to exceed 5.0% of the Consolidated Total Assets as of the end of the most recently ended fiscal quarter for which
internal financial statements are available prior to the date on which such Designated Non-cash Consideration is received (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without
giving effect to subsequent changes in value) shall be deemed to be cash for purposes of this paragraph and for no other purpose; and 
 (3)
the Company delivers an Officers’ Certificate to the Trustee certifying that such Asset Sale complies with the foregoing clauses (1) and (2). 

To the extent that the Fair Market Value of any Asset Sale exceeds 10% of Consolidated Total Assets as of the end of the most recently
ended fiscal quarter for which internal financial statements are available prior to the date on which such Net Proceeds are received (with the Fair Market Value of each Asset Sale being measured at the time of such Asset Sale), then within 365 days
after the receipt of any Net Proceeds 

  
 60 








 
from any such Asset Sale, the Company or such Restricted Subsidiary may apply those Net Proceeds (but shall only be required to apply that portion of the Net Proceeds from such Asset Sale that
exceeds 10% of Consolidated Total Assets) at its option (or any portion thereof): 
 (1) to permanently repay Senior Debt of
the Company (other than Indebtedness owed to the Company or any Affiliate of the Company) and, if the Senior Debt repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto; 

(2) to acquire all or substantially all of the assets of, or all of the Capital Stock of, another Person engaged in a Permitted
Business; or 
 (3) to acquire other long-term assets or property that are used in a Permitted Business; 

provided that a binding commitment to apply Net Proceeds as set forth in clauses (1), (2) and (3) above shall be
treated as a permitted application of the Net Proceeds from the date of such commitment so long as the Company or such Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Proceeds will be applied to
satisfy such commitment within 180 days of such commitment (an “Acceptable Commitment”) and, in the event any Acceptable Commitment is later cancelled or terminated for any reason before the Net Proceeds are applied in
connection therewith, then the Company or such Restricted Subsidiary shall be permitted to apply the Net Proceeds in any manner set forth in clauses (1), (2) and (3) above before the expiration of such 180-day period, and, in the event the
Company or such Restricted Subsidiary fails to do so, such Net Proceeds shall constitute Excess Proceeds (as defined below). Pending the final application of any Net Proceeds, the Company may temporarily reduce revolving credit borrowings or
otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture. 
 Any Net Proceeds from Asset Sales
that were required to be applied in accordance with the first sentence of the immediately preceding paragraph and that are not so applied or invested as provided in the preceding paragraph will constitute “Excess Proceeds.” When the
aggregate amount of Excess Proceeds exceeds $40.0 million, within 30 calendar days thereof, the Company will make an offer (the “Asset Sale Offer”) to all Holders to purchase the maximum principal amount of Notes and, if the Company is
required to do so under the terms of any other Indebtedness that is pari passu with the Notes, such other Indebtedness on a pro rata basis with the Notes, that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale
Offer will be equal to 100% of principal amount plus accrued and unpaid interest, if any, to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of the purchase of all properly tendered and not
withdrawn Notes pursuant to an Asset Sale Offer, the Company may use such remaining Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness
tendered into such Asset Sale Offer exceeds the 

  
 61 








 
amount of Excess Proceeds, the Trustee will select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion
of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. 
 The Company will comply with the
requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the
extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its
obligations under this Sections 4.12 or 3.08 by virtue of such compliance. 
 Section 4.13 Dividend and Other Payment Restrictions
Affecting Restricted Subsidiaries. 
 The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or
indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries to: 

(a) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to
any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; 

(b) make loans or advances to the Company or any of its Restricted Subsidiaries; or 

(c) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. 

However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: 

(1) agreements governing Existing Indebtedness and Credit Facilities (including the Credit Agreement) as in effect on
the Issue Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, modifications, restatements, renewals, increases,
supplements, refundings, replacement or refinancings are no more restrictive (as determined in good faith by the Board of Directors or senior management of the Company), taken as a whole, with respect to such dividend and other payment restrictions
than those contained in those agreements on the Issue Date; 
 (2) this Indenture and the Notes; 

  
 62 








 (3) applicable law, rule, regulation or order of, or arrangement with, any
regulatory body or agency; 
 (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the
Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or
restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted
by the terms of this Indenture to be incurred; 
 (5) restrictions on cash or other deposits or net worth imposed by
customers or governmental regulatory bodies or required by insurance, surety or bonding companies, in each case pursuant to contracts entered into in the ordinary course of business of the Company and its Restricted Subsidiaries; 

(6) customary non-assignment provisions in leases and other contracts entered into in the ordinary course of business and
consistent with industry practices; 
 (7) purchase money obligations for property acquired in the ordinary course of
business that impose restrictions on the property so acquired of the nature described in clause (c) of the preceding paragraph of this Section 4.13; 

(8) any agreement for the sale or other disposition of a Restricted Subsidiary or the assets of a Restricted Subsidiary that
restricts distributions by that Restricted Subsidiary pending its sale or other disposition or the sale or other disposition of its assets; 

(9) Permitted Refinancing Indebtedness; provided, however, that the restrictions contained in the
agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced (as determined in good faith by the Board of
Directors or senior management of the Company); 
 (10) Liens securing Indebtedness otherwise permitted to be incurred
under the provisions of Section 4.11 that limit the right of the debtor to dispose of the assets subject to such Liens; and 

(11) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale
agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business, which encumbrance or restriction is applicable only to the assets or property that are the subject of such agreements. 

  
 63 








 Section 4.14 Affiliate Transactions. 

The Company will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise
dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or Guarantee with, or for the benefit of, any Affiliate (each,
an “Affiliate Transaction”), unless: 
 (1) the Affiliate Transaction is on terms that are no
less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person; and 

(2) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in
excess of $50.0 million, the Board of Directors has determined that such Affiliate Transaction complies with this Section 4.14 and such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of
Directors. 
 The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of
the prior paragraph: 
 (1) transactions solely between or among the Company and/or any of its Restricted Subsidiaries or
solely among its Restricted Subsidiaries; 
 (2) issuances or sales of Equity Interests of the Company (other than
Disqualified Stock) to Affiliates of the Company; 
 (3) reasonable and customary directors’ fees, indemnification and
similar arrangements, consulting fees, employee salaries, bonuses or employment agreements, compensation or employee benefit arrangements and incentive arrangements with any officer, director or employee of the Company or a Restricted Subsidiary
entered into in the ordinary course of business; 
 (4) any payments or other transactions pursuant to the Tax Sharing
Agreement; 
 (5) any Restricted Payments, Permitted Investments or other transactions made in compliance with
Section 4.10; 
 (6) loans and advances to non-executive officers and employees of the Company or any of its Restricted
Subsidiaries in the ordinary course of business made in accordance with the past practices of the Company or any of its Restricted Subsidiaries; 

  
 64 








 (7) any agreement as in effect on the Issue Date or any amendment thereto so long
as any such amendment is not more disadvantageous to the Holders in any material respect than the original agreement as in effect on the Issue Date; 

(8) sales or other dispositions of accounts receivable or licensing royalties and related assets to a Securitization Subsidiary
in a Qualified Securitization Transaction which are customarily transferred in such a transaction; 
 (9) any employment
agreements, consultant agreements or employee benefit arrangements with any employee, consultant, officer or director of the Company or any of its Restricted Subsidiaries, including under any stock option, stock appreciation right, stock incentive
or similar plan, entered into in the ordinary course of business and the transactions pursuant thereto; 
 (10) any
transaction effected as part of a Qualified Securitization Financing; 
 (11) transactions entered into by a Person prior to
the time such Person becomes a Restricted Subsidiary or is merged or consolidated into the Company or a Restricted Subsidiary (provided such transaction is not entered into in contemplation of such event); 

(12) transactions in which the Company or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a
letter from an Independent Financial Advisor stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable to the Company or its relevant
Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person on an arm’s length basis; 

(13)(a) transactions with customers, clients, suppliers, landlords, lessors, 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 that are fair to the Company, or are on terms at least as favorable as would reasonably have been entered into at such time with an
unaffiliated party (as determined in good faith by the Board of Directors or senior management of the Company) and (b) transactions with joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of business; 

(14) transactions with a Person that is an Affiliate of the Company solely because the Company, directly or indirectly, owns
Equity Interests in such Person; and 

  
 65 








 (15) transactions with an Affiliate where the only consideration paid by the
Company or any Restricted Subsidiary is Capital Stock of the Company (other than Disqualified Stock). 
 Section 4.15 Designation of
Restricted and Unrestricted Subsidiaries. 
 The Company’s Board of Directors may designate any of its Restricted Subsidiaries to be
an Unrestricted Subsidiary if that designation would not cause a Default. If any of the Company’s Restricted Subsidiaries is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the
Company and its Restricted Subsidiaries in the newly designated Unrestricted Subsidiary shall be deemed to be an Investment made as of the time of that designation and will reduce the amount available for Restricted Payments under
Section 4.10(a) or Permitted Investments, as determined by the Company. The designation of such a Subsidiary or Person as an Unrestricted Subsidiary will be permitted only if the deemed Investment would be permitted at the time the Restricted
Subsidiary is designated as an Unrestricted Subsidiary and, in any case, if that Subsidiary or Person otherwise satisfies the requirements set forth in the definition of Unrestricted Subsidiary. The Company’s Board of Directors may redesignate
any Unrestricted Subsidiary to be a Restricted Subsidiary if the redesignation would not cause a Default. 
 Section 4.16 Repurchase
at the Option of Holders Upon a Change of Control. 
 (a) Upon the occurrence of a Change of Control, the Company shall,
within 30 days following the date upon which a Change of Control occurred, make an offer (the “Change of Control Offer”) pursuant to the procedures set forth in Section 3.08. Each Holder shall have the right to accept
such offer and require the Company to repurchase all or any portion (equal to $2,000 or an integral multiple of $1,000) of such Holder’s Notes pursuant to the Change of Control Offer at a purchase price, in cash (the “Change of
Control Amount”), equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased, to the Purchase Date (subject to the right of Holders of record on the relevant
record date to receive interest due on an interest payment date falling prior to the Purchase Date). 
 (b) The Company will
not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to the
Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer. A Change of Control Offer may be made in advance of a Change of Control and may be conditional upon the occurrence of a Change of Control, if a
definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made. 

  
 66 








 Section 4.17 Limitation on Issuances of Guarantees of Indebtedness. 

The Company will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment
of any other Indebtedness of the Company unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of the Notes by such Restricted Subsidiary. The Subsidiary Guarantee
will be (1) senior to such Restricted Subsidiary’s Guarantee of or pledge to secure such other Indebtedness if such other Indebtedness is subordinated to the Notes; or (2) pari passu with such Restricted Subsidiary’s Guarantee of
or pledge to secure such other Indebtedness if such other Indebtedness is not subordinated to the Notes. 
 The Subsidiary Guarantee of a
Guarantor will be automatically and unconditionally released: 
 (1) in connection with any sale or other disposition of all
or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a subsidiary of the Company, if the sale or other
disposition does not violate Section 4.12 hereof; 
 (2) in connection with any sale or other disposition of all of the
Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company, if the sale or other disposition does not violate the provisions of this Indenture,
including Section 4.12 hereof; and such Guarantor ceases to be a Restricted Subsidiary as a result of such sale or other disposition; 

(3) if the Company designates any of its Restricted Subsidiaries that is a Guarantor to be an Unrestricted Subsidiary in
accordance with the applicable provisions of this Indenture; 
 (4) upon legal defeasance, covenant defeasance or
satisfaction and discharge of the Notes as provided below under the Sections 8.02, 8.03 and 11.01 hereof; or 
 (5) if such
Guarantor is released from the underlying Guarantee of Indebtedness giving rise to the execution of a Subsidiary Guarantee. 
 The form of Subsidiary
Guarantee is attached hereto as Exhibit B. Notwithstanding the foregoing, if the Company guarantees Indebtedness incurred by any of the Restricted Subsidiaries, such Guarantee by the Company will not require any of its Restricted Subsidiaries
to provide a Subsidiary Guarantee for the Notes. 

  
 67 








 Section 4.18 Covenant Termination. 

Following the first day: 

(a) the Notes have an Investment Grade Rating; and 

(b) no Default has occurred and is continuing under this Indenture; 

the Company and its Restricted Subsidiaries shall cease to be subject to the provisions of: 

(1) Section 4.09; 

(2) Section 4.10; 

(3) Section 4.12 

(4) Section 4.13; 

(5) Section 4.14; and 

(6) Section 4.17 

(collectively, the “Terminated Covenants”). No Default, Event of Default or breach of any kind shall be deemed to exist
under the Indenture or the Notes with respect to the Terminated Covenants based on, and none of the Company or any of its Subsidiaries shall bear any liability for, any actions taken or events occurring after the Notes attain an Investment Grade
Rating, regardless of whether such actions or event would have been permitted if the applicable Terminated Covenants remained in effect. The Terminated Covenants will not be reinstated even if the Company subsequently does not satisfy the
requirements set forth in clauses (a) and (b) above. After the Terminated Covenants have been terminated, Company and its Restricted Subsidiaries shall remain subject to the provisions of Section 4.16 and the following Sections:

 (1) Section 4.03; 

(2) Section 4.08; 

(3) Section 4.11; and 

(4) Section 5.01 (other than the financial test set forth in clause (a)(4) thereof). 

  
 68 








 ARTICLE 5. 

SUCCESSORS 

Section 5.01 Merger, Consolidation or Sale of Assets 

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

(1) either: 

(A) the Company is the surviving person or 

(B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such
sale, assignment, transfer, lease, conveyance or other disposition has been made (the “Surviving Entity”) is a corporation organized or existing under the laws of the United States of America, any state thereof or the District of
Columbia; 
 (2) the Surviving Entity expressly assumes, pursuant to a supplemental indenture all Obligations of the
Company under the Notes and this Indenture pursuant to agreements reasonably satisfactory to the Trustee; 
 (3) immediately
after giving effect to such transaction no Default or Event of Default shall have occurred and be continuing; 
 (4) except
with respect to a consolidation or merger of the Company with or into a Restricted Subsidiary, the Company or the Surviving Entity would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as
if the same had occurred at the beginning of the four full fiscal quarters immediately preceding such transaction for which internal financial statements are available, (a) be permitted to incur at least $1.00 of additional Indebtedness
pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof or (b) have a Fixed Charge Coverage Ratio that is no worse than the Fixed Charge Coverage Ratio of the Company for four full fiscal quarters immediately
preceding such transaction for which internal financial statements are available; and 
 (5) the Company shall deliver, or
cause to be delivered, to the Trustee, in form and substance satisfactory to the Trustee, in its reasonable judgment, an Officers’ Certificate and an Opinion of Counsel, each stating that such transaction or series of transactions and the
supplemental indenture, if any, in respect thereto comply with this Section 5.01 and that all conditions precedent herein provided for relating to such transaction or series of transactions have been satisfied. 

(b) The sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of one or
more Subsidiaries of the Company, which properties or assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties or assets of the Company on a consolidated basis, shall be deemed to be
the transfer of all or substantially all of the properties or assets of the Company. 

  
 69 








 Section 5.02 Successor Corporation Substituted. 

The Surviving Entity shall succeed to, and be substituted for, and may exercise every right and power of the Company or a Guarantor, as
applicable, under this Indenture; provided, however, that the predecessor entity shall not be released from any of the obligations or covenants under this Indenture, including with respect to the payment of the Notes and obligations
under a Subsidiary Guarantee, if any, in the case of: 
 (a) a sale, transfer, assignment, conveyance or other disposition (unless
such sale, transfer, assignment, conveyance or other disposition is of all or substantially all of the assets of the Company, taken as a whole), or 

(b) a lease. 
 ARTICLE 6.

 DEFAULTS AND REMEDIES 

Section 6.01 Events of Default. 

Each of the following constitutes an “Event of Default” with respect to the Notes: 

(a) default for 30 consecutive days in the payment when due and payable of interest on the Notes; 

(b) default in the payment when due and payable of the principal of or premium, if any, on the Notes (upon maturity, redemption, required
repurchase or otherwise); 
 (c) failure by the Company or any of its Restricted Subsidiaries to comply with Section 5.01; 

(d) failure by the Company or any of its Restricted Subsidiaries for 30 consecutive days after notice to comply with the provisions described
under Sections 4.12 and 4.16 hereof; 
 (e) failure by the Company for 120 days after notice to comply with the provisions described under
Section 4.03; 
 (f) failure by the Company or any of its Restricted Subsidiaries for 60 consecutive days after notice to the Company by
the Trustee or the Holders of at least 25% in the aggregate principal amount of the Notes then outstanding, voting as a single class, to comply with any of its other covenants or agreements in this Indenture or the Notes; 

  
 70 








 (g) default under any mortgage, indenture or instrument under which there may be issued or by
which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness
or Guarantee now exists, or is created after the Issue Date, if that default: 
 (A) is caused by a failure to
pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of any applicable grace period (a “Payment Default”); or 

(B) results in the acceleration of such Indebtedness prior to its express maturity, 

and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been
a Payment Default or the maturity of which has been so accelerated, aggregates $75.0 million or more; 
 (h) failure by the Company or any of
its Restricted Subsidiaries to pay final non-appealable judgments entered by a court or courts of competent jurisdiction aggregating in excess of $75.0 million, which judgments are not paid, discharged or stayed for a period of 60 days; 

(i) the Company or any Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary
pursuant to or within the meaning of any Bankruptcy Law: 
 (A) commences a voluntary case or gives notice of intention to
make a proposal under any Bankruptcy Law; 
 (B) consents to the entry of an order for relief against it in an involuntary
case or consents to its dissolution or winding up; 
 (C) consents to the appointment of a receiver, interim receiver,
receiver and manager, liquidator, trustee or custodian of it or for all or substantially all of its property; 
 (D) makes a
general assignment for the benefit of its creditors; or 
 (E) admits in writing its inability to pay its debts as they
become due or otherwise admits its insolvency; and 

  
 71 








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

 (A) is for relief against the Company or any of its Significant Subsidiaries or any group of Subsidiaries that, when taken
together, would constitute a Significant Subsidiary in an involuntary case; or 
 (B) appoints a receiver, interim receiver,
receiver and manager, liquidator, trustee or custodian of the Company or any of its Significant Subsidiaries or any group of Subsidiaries that, when taken together, would constitute a Significant Subsidiary or for all or substantially all of the
property of the Company or any of its Significant Subsidiaries or any group of Subsidiaries that, when taken together, would constitute a Significant Subsidiary; or 

(C) orders the liquidation of the Company or any of its Significant Subsidiaries or any group of Subsidiaries that, when taken
together, would constitute a Significant Subsidiary; 
 and such order or decree remains unstayed and in effect for 60 consecutive days. 

Section 6.02 Acceleration. 

If any Event of Default (other than those of the type described in Section 6.01(i) or (j)) occurs and is continuing, the
Trustee may, and the Trustee upon the request of Holders of 25% in aggregate principal amount of the outstanding Notes shall, or the Holders of at least 25% in aggregate principal amount of outstanding Notes may, declare the principal, premium, if
any, and accrued and unpaid interest, if any, of all the outstanding Notes, to be due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that such notice is a notice of acceleration (the
“Acceleration Notice”), and the same shall become immediately due and payable. 
 In the case of an
Event of Default specified in Section 6.01(i) or (j) the principal, premium, if any, and accrued and unpaid interest, if any, of all of the outstanding Notes shall become due and payable immediately without any further action or notice on
the part of the Trustee or the Holders. Holders may not enforce this Indenture or the Notes except as provided in this Indenture. 

Section 6.03 Other Remedies. 

If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal, premium, if
any, and interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture. 
 The Trustee may maintain a
proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the
right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies shall be cumulative to the extent permitted by law. 

  
 72 








 Section 6.04 Waiver of Defaults. 

(a) The Holders of at least a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of
the Holders of all of the Notes (i) waive any existing Default or Event of Default, and its consequences, except a continuing Default or Event of Default (A) in the payment of the principal of, premium, if any, or interest, on the Notes
and (B) in respect of a covenant or provision which under this Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment and (ii) rescind any acceleration and its
consequences with respect to the Notes. 
 (b) Upon any waiver of a Default or Event of Default, such Default shall cease to exist, and any
Event of Default arising therefrom shall be deemed cured for every purpose of this Indenture but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon. 

Section 6.05 Control by Majority. 

Subject to Sections 7.01, 7.02(f) (including the Trustee’s receipt of the security or indemnification described therein) and 7.07 hereof,
in case an Event of Default shall occur and be continuing, the Holders of a majority in aggregate principal amount of the Notes then outstanding shall have the right to direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Notes. 
 Section 6.06
Limitation on Suits. 
 No Holder shall have any right to institute any proceeding with respect to this Indenture, or for the appointment
of a receiver or trustee, or for any remedy hereunder, unless: 
 (a) such Holder has previously given to the Trustee written notice of a
continuing Event of Default or the Trustee receives the notice from the Company; 
 (b) Holders of at least 25% in aggregate principal amount
of the Notes then outstanding have made written request and offered indemnity to the Trustee reasonably satisfactory to it to institute such proceeding as Trustee; and 

(c) the Trustee shall not have received from the Holders of a majority in aggregate principal amount of the Notes then outstanding a direction
inconsistent with such request and shall have failed to institute such proceeding within 60 days. 

  
 73 








 The preceding limitations shall not apply to a suit instituted by a Holder for enforcement of
payment of principal of, and premium, if any, or interest on, a Note on or after the respective due dates for such payments set forth in such Note. 

A Holder may not use this Indenture to affect, disturb or prejudice the rights of another Holder or to obtain a preference or priority over
another Holder. 
 Section 6.07 Rights of Holders to Receive Payment. 

Notwithstanding any other provision of this Indenture (including Section 6.06), the right of any Holder to receive payment of principal,
premium, if any, and interest on the Notes held by such Holder, on or after the respective due dates expressed in the Notes (including in connection with an Offer to Purchase), or to bring suit for the enforcement of any such payment on or after
such respective dates, shall not be impaired or affected without the consent of such Holder. 
 Section 6.08 Collection Suit by
Trustee. 
 If an Event of Default specified in Section 6.01(a) or (b) occurs and is continuing, the Trustee is authorized to
recover judgment in its own name and as trustee of an express trust against the Company for the whole amount of principal of, premium, if any, and interest then due and owing (together with interest on overdue principal and, to the extent lawful,
interest) and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel. 

Section 6.09 Trustee May File Proofs of Claim. 

The Trustee shall be authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have
the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders allowed in any judicial proceedings relative to the Company (or any other
obligor upon the Notes), its assets or its property and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is
hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and
advances of the Trustee and its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and
shall be paid out of, any and all distributions, moneys, securities and any other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any 

  
 74 








 
plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any
plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding. 

Section 6.10 Priorities. 

If the Trustee collects any money pursuant to this Article 6, it shall pay out the money in the following order: 

First: to the Trustee, its agents and attorneys for amounts due under Section 7.07 hereof, including payment of all compensation,
expenses and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection; 
 Second:
to Holders for amounts due and unpaid on the Notes for principal, premium, if any, and interest ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, and interest,
respectively; and  
 Third: to the Company or to such party as a court of competent jurisdiction shall direct. 

The Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 6.10. 

Section 6.11 Undertaking for Costs. 

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

ARTICLE 7. 
 TRUSTEE

 Section 7.01 Duties of Trustee. 

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

  
 75 








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

(1) the duties of the Trustee shall be determined solely by the express provisions of this Indenture and the Trustee need
perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and 

(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, in the case of certificates or opinions specifically required by any provision
herein to be furnished to it, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or
other facts stated therein). 
 (c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure
to act, or its own willful misconduct, except that: 
 (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 Responsible 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 hereof. 

(d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to
paragraphs (a), (b) and (c) of this Section 7.01. 
 (e) No provision of this Indenture shall require the Trustee to expend or
risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have offered to the Trustee security and
indemnity satisfactory to it against any loss, liability or expense. 

  
 76 








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

Section 7.02 Rights of Trustee. 

Subject to TIA §315: 
 (a)
The Trustee may conclusively rely upon any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document, but the Trustee, in its
discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and
premises of the Company, personally or by agent or attorney at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. 

(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both. The Trustee
shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of
Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. 

(c) The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the
rights or powers conferred upon it by this Indenture. 
 (d) Unless otherwise specifically provided in this Indenture, any demand, request,
direction or notice from the Company shall be sufficient if signed by an Officer of the Company. 
 (e) The Trustee shall not be deemed to
have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a Default or Event of Default is received by a Responsible Officer of
the Trustee at the Corporate Trust Office of the Trustee from the Company or the Holders of 25% in aggregate principal amount of the outstanding Notes, and such notice references the specific Default or Event of Default, the Notes and this
Indenture. 
 (f) The Trustee shall not be required to give any bond or surety in respect of the performance of its power and duties
hereunder. 

  
 77 








 (g) The Trustee shall have no duty to inquire as to the performance of the Company’s
covenants herein. 
 (h) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by
or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder. 

(i) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction
of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with
such request or direction. 
 (j) in no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or
damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. 

(k) [reserved]. 
 (l) the rights,
privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent,
custodian and other Person employed to act hereunder. 
 (m) the Trustee shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion,
may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the
Company, personally or by agent or attorney at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. 

(n) None of the provisions of this Indenture shall require the Trustee to expend or risk its own funds or otherwise to incur any liability,
financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such
risk or liability is not assured to it. 

  
 78 








 Section 7.03 Individual Rights of Trustee. 

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

Section 7.04 Trustee’s Disclaimer. 

The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall
not be accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it shall not be responsible for the use or application of any
money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture
other than its certificate of authentication. 
 Section 7.05 Notice of Defaults. 

If a Default or Event of Default occurs and is continuing and if it is known to a Responsible Officer of the Trustee, the Trustee shall mail to
Holders a notice of the Default or Event of Default within 90 days after it occurs. Except in the case of a Default or Event of Default in payment of principal of, premium, if any, or interest on any Note, the Trustee may withhold the notice if and
so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders. 

Section 7.06 Reports by Trustee to Holders. 

Within 60 days after each May 15 beginning with the May 15 following the Issue Date, and for so long as Notes remain outstanding, the
Trustee shall mail to the Holders a brief report dated as of such reporting date that complies with TIA §313(a) (but if no event described in TIA §313(a) has occurred within the twelve months preceding the reporting date, no report need be
transmitted). The Trustee also shall comply with TIA §313(b)(2). The Trustee shall also transmit by mail all reports as required by TIA §313(c). 

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

  
 79 








 Section 7.07 Compensation and Indemnity. 

The Company shall pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture and services hereunder. The
Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by
it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. 

The Company, and the Guarantors, if any, shall, jointly and severally, indemnify the Trustee, its directors, officers, employees or
agents or any predecessor Trustee against any and all losses, claims, damages, penalties, fines, liabilities or expenses, including incidental and out-of-pocket expenses and reasonable attorneys’ fees and expenses (for purposes of this Article,
“losses”) incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this
Section 7.07) and defending itself against any claim (whether asserted by the Company or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent
such losses have been determined to have been caused by its own negligence or willful misconduct. The Trustee shall notify the Company promptly of any claim of which a Responsible Officer has received written notice and for which it may seek
indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations under this Section 7.07. The Company shall defend the claim, and the Trustee shall cooperate in the defense. The Trustee may have
separate counsel if the Trustee has been reasonably advised by counsel that there may be one or more legal defenses available to it that are different from or additional to those available to the Company and in the reasonable judgment of such
counsel it is advisable for the Trustee to engage separate counsel, and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be
unreasonably withheld. The Company need not reimburse any expense or indemnify against any loss incurred by the Trustee through the Trustee’s own willful misconduct or gross negligence. 

The obligations of the Company and the Guarantors, if any, under this Section 7.07 shall survive the satisfaction and discharge of this
Indenture, the resignation or removal of the Trustee and payment in full of the Notes. 
 To secure the Company’s and Guarantors’,
if any, payment obligations in this Section, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal, premium, if any, and interest on particular Notes.
Such Lien shall survive the satisfaction and discharge of this Indenture. 
 When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 6.01(i) or (j) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under
any Bankruptcy Law. 

  
 80 








 Section 7.08 Replacement of Trustee. 

A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s
acceptance of appointment as provided in this Section 7.08. 
 The Trustee may resign in writing at any time upon 30 days’ prior
notice to the Company and be discharged from the trust hereby created by so notifying the Company. The Holders of a majority in aggregate principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the
Company in writing. The Company may remove the Trustee if: 
 (a) the Trustee fails to comply with Section 7.10 hereof; 

(b) the Trustee is adjudged bankrupt or insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; 

(c) a custodian or public officer takes charge of the Trustee or its property; or 

(d) the Trustee becomes incapable of acting. 

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being referred
to herein as the retiring Trustee), the Company shall promptly appoint a successor Trustee. 
 Within one year after the successor Trustee
takes office, the Holders of a majority in principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company. 

If a successor Trustee does not take office within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the
Company, or the Holders of at least 10% in aggregate principal amount of the then outstanding Notes may, at the expense of the Company, petition any court of competent jurisdiction for the appointment of a successor Trustee. 

If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10
hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. 

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company and enter into a
supplemental indenture with the retiring Trustee and the Company in which it assumes the rights, powers and duties of the Trustee under this Indenture. 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 

  
 81 








 
of its succession to Holders. Subject to the Lien provided for in Section 7.07 hereof, the retiring Trustee shall promptly transfer all property held by it as Trustee to the successor
Trustee; provided, however, that all sums owing to the Trustee hereunder shall have been paid. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Company’s obligations under Section 7.07 hereof
shall continue for the benefit of the retiring Trustee. 
 In the case of an appointment hereunder of a separate or successor Trustee
with respect to the Notes, the Company, any retiring Trustee and each successor or separate Trustee with respect to the Notes shall execute and deliver a supplemental indenture hereto (1) which shall contain such provisions as shall be deemed
necessary or desirable to confirm that all the rights, powers, trusts and duties of any retiring Trustee with respect to the Notes have been assumed by a successor Trustee and in the case where any retiring Trustee is retiring only with respect to
some of the Notes that the rights, powers, trusts and duties of any retiring Trustee with respect to the Notes as to which any such retiring Trustee is not retiring shall continue to be vested in such retiring Trustee and (2) that shall add to
or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall
constitute such Trustee co-trustees of the same trust and that each such separate, retiring or successor Trustee shall be Trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any such other
Trustee. 
 Section 7.09 Successor Trustee by Merger, etc. 

If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another
corporation or banking association, the successor corporation or banking association without any further act shall, if such successor corporation or banking association is otherwise eligible hereunder, be the successor Trustee. 

Section 7.10 Eligibility; Disqualification. 

There shall at all times be a Trustee hereunder that is a Person organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least $50.0 million (or a
wholly-owned subsidiary of a bank or trust company, or of a bank holding company, the principal subsidiary of which is a bank or trust company having a combined capital and surplus of at least $50.0 million) as set forth in its most recent published
annual report of condition. 
 This Indenture shall always have a Trustee who satisfies the requirements of TIA §310(a)(1),
(2) and (5). The Trustee is subject to TIA §310(b). 

  
 82 








 Section 7.11 Preferential Collection of Claims Against Company. 

The Trustee is subject to TIA §311(a), excluding any creditor relationship listed in TIA §311(b). A Trustee who has resigned or been
removed shall be subject to TIA § 311(a) to the extent indicated therein. 
 ARTICLE 8. 

LEGAL DEFEASANCE AND COVENANT DEFEASANCE 

Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance. 

The Company may, at its option and at any time, elect to have either Sections 8.02 or 8.03 hereof be applied to all outstanding Notes upon
compliance with the conditions set forth in this Article 8. Any such election shall be evidenced by a Board Resolution set forth in an Officers’ Certificate. 

Section 8.02 Legal Defeasance and Discharge. 

Upon the Company’s exercise under Section 8.01 of the option applicable to this Section 8.02, the Company shall, subject to the
satisfaction of the conditions set forth in Section 8.04, be deemed to have been discharged from its Obligations with respect to all outstanding Notes on the date the conditions set forth below are satisfied (hereinafter, “Legal
Defeasance”) and each Guarantor, if any, shall be released from all of its obligations under its Subsidiary Guaranty. For this purpose, Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Debt
represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 and the other Sections of this Indenture referred to in (a) and (b) below, and to have
satisfied all its other Obligations under the Notes and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall
survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04, and as more fully set forth in such Section, payments in respect of
the principal of, premium, if any, or interest on such Notes when such payments are due, (b) the Company’s Obligations with respect to such Notes under Article 2 and Sections 4.01 and 4.02, (c) the rights, powers, trusts, duties and
immunities of the Trustee hereunder and the Company’s and the Guarantor’s, if any, Obligations in connection therewith and (d) this Article 8. If the Company exercises under Section 8.01 the option applicable to this
Section 8.02, subject to the satisfaction of the conditions set forth in Section 8.04, payment of the Notes may not be accelerated because of an Event of Default. Subject to compliance with this Article 8, the Company may exercise its
option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03. 

  
 83 








 Section 8.03 Covenant Defeasance. 

Upon the Company’s exercise under Section 8.01 of the option applicable to this Section 8.03, the Company shall,
subject to the satisfaction of the conditions set forth in Section 8.04, be released from its Obligations under the covenants contained in Sections 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.16 and 4.17 hereof, and the operation of
Section 5.01(a)(4), with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 are satisfied (hereinafter, “Covenant Defeasance”) and each Guarantor, if any, shall be
released from all of its Obligations under its Subsidiary Guaranty with respect to such covenants in connection with such outstanding Notes and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction,
waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes
shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Company may omit to comply with and shall have no liability in respect of any term, condition or
limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and
such omission to comply shall not constitute a Default or an Event of Default under Section 6.01, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. If the Company exercises under
Section 8.01 the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04, payment of the Notes may not be accelerated because of an Event of Default specified in clause
(c) (with respect to the covenant contained in Section 5.01(a)(4) hereof), clause (d) (with respect to the covenants contained in Section 4.09, 4.10, 4.12 and 4.16 hereof), clause (f) (with respect to the covenants contained
in Sections 4.11, 4.13, 4.14 and 4.17 hereof), and clauses (g), (h), (i) and (j) (but in the case of (i) and (j) of Section 6.01, with respect to Significant Subsidiaries only). 

Section 8.04 Conditions to Legal or Covenant Defeasance. 

The following shall be the conditions to the application of either Section 8.02 or 8.03 to the outstanding Notes. 

The Legal Defeasance or Covenant Defeasance may be exercised only if: 

(a) the Company irrevocably deposits with the Trustee, in trust (the “defeasance trust”), for the benefit
of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable U.S. Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized firm of
independent public accountants (a copy of which shall be provided to the Trustee), to pay the principal, premium, if any, and interest on the outstanding Notes on the Stated Maturity or on the next Redemption Date, as the case may be, and the
Company shall specify whether the Notes are being defeased to maturity or to such particular Redemption Date; 

  
 84 








 (b) in the case of Legal Defeasance, the Company shall deliver to the Trustee an Opinion of
Counsel confirming that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (ii) subsequent to 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 Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will
be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; 

(c) in the case of Covenant Defeasance, the Company shall deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee
confirming that the Holders of the outstanding Notes 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; 
 (d) no Default or Event of Default has
occurred and is 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 the grant of any Lien securing such borrowing); 

(e) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material
agreement or instrument (other than this Indenture) to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary is bound; 

(f) the Company shall deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent
of preferring the Holders over other creditors of the Company with the intent of defeating, hindering, delaying or defrauding such other creditors; and 

(g) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent
relating to the Legal Defeasance or the Covenant Defeasance have been complied with. 
 Section 8.05 Deposited Cash and Government
Securities to be Held in Trust; Other Miscellaneous Provisions. 
 Subject to Section 8.06, all cash and non-callable
Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 in respect of
the outstanding Notes shall be held in trust and applied by the Trustee, in 

  
 85 








 
accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as Paying Agent)
as the Trustee may determine, to the Holders of all sums due and to become due thereon in respect of principal, premium, if any, and interest but such cash and securities need not be segregated from other funds except to the extent required by
law. 
 The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against
the cash or non-callable Government Securities deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of
the outstanding Notes. 
 Anything in this Article 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from
time to time upon the request of the Company any cash or non-callable Government Securities held by it as provided in Section 8.04 which, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a
written certification thereof delivered to the Trustee (which may be the certification delivered under Section 8.04(a)), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or
Covenant Defeasance. 
 Section 8.06 Repayment to Company. 

The Trustee shall promptly, and in any event, no later than five (5) Business Days, pay to the Company after request therefor, any excess
money held with respect to the Notes at such time in excess of amounts required to pay any of the Company’s Obligations then owing with respect to the Notes. 

Any cash or non-callable Government Securities deposited with the Trustee or any Paying Agent, or then held by the Company, in trust
for the payment of the principal, premium, if any, or interest on any Note and remaining unclaimed for one year after such principal, premium, if any, or interest has become due and payable shall be paid to the Company on its request or (if then
held by the Company) shall be discharged from such trust; and the Holder shall thereafter, as an unsecured creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such cash and
securities, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause
to be published once, in The New York Times and The Wall Street Journal (national edition), notice that such cash and securities remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the
date of such notification or publication, any unclaimed balance of such cash and securities then remaining shall be repaid to the Company. 

  
 86 








 Section 8.07 Reinstatement. 

If the Trustee or Paying Agent is unable to apply any cash or non-callable Government Securities in accordance with Sections 8.02 or 8.03, as
the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company’s obligations under this Indenture and the Notes shall be revived and
reinstated as though no deposit had occurred pursuant to Sections 8.02 or 8.03 until such time as the Trustee or Paying Agent is permitted to apply all such cash and securities in accordance with Sections 8.02 or 8.03, as the case may be; provided,
however, that, if the Company makes any payment of principal of, premium, if any, or interest on any Note following the reinstatement of its Obligations, the Company shall be subrogated to the rights of the Holders to receive such payment from the
cash and securities held by the Trustee or Paying Agent. 
 ARTICLE 9. 

AMENDMENT, SUPPLEMENT AND WAIVER 

Section 9.01 Without Consent of Holders of Notes. 

Notwithstanding Section 9.02 of this Indenture, the Company and the Trustee may amend or supplement this Indenture or the Notes without
the consent of any Holder to: 
 (1) to cure any ambiguity, defect or inconsistency; 

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

(3) to provide for the assumption of the Company’s obligations to Holders of Notes in the case of a merger or
consolidation or sale of all or substantially all of the Company’s assets or any other transaction that complies with this Indenture; 

(4) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely
affect the legal rights under this Indenture of any such Holder; 
 (5) to provide for the issuance of Additional Notes in
accordance with this Indenture; or 
 (6) to comply with requirements of the SEC in order to effect or maintain the
qualification of this Indenture under the Trust Indenture Act; 
 (7) to allow any Guarantor to execute a supplemental
indenture and/or Guarantee with respect to the Notes; 
 (8) to evidence and provide the acceptance of the appointment of a
successor trustee under this Indenture; 

  
 87 








 (9) to mortgage, pledge, hypothecate or grant a security interest in favor of the
trustee for the benefit of the Holders as additional security for the payment and performance of the Company’s or a Guarantor’s Obligations under this Indenture in property or assets; 

(10) to comply with the rules of any applicable Depositary; 

(11) to release a Guarantor from its Guarantee pursuant to the terms of this Indenture when permitted or required pursuant to
the terms herein; 
 (12) to conform the text of this Indenture, the Notes or the Guarantees to the corresponding provision
of the “Description of Notes” in the Company’s prospectus related to the Notes to the extent that such provision in the “Description of Notes” was intended to be a substantially verbatim recitation of a provision of this
Indenture, the Notes or the Guarantees; or 
 (13) to comply with Section 5.01. 

Section 9.02 With Consent of Holders of Notes. 

Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture and the Notes with the
consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of or tender offer or exchange offer
for the Notes), and, subject to Sections 6.04 and 6.07, any existing Default or Event of Default or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of at least a majority in aggregate
principal amount of the Notes then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). 

Without the consent of each Holder affected, an amendment, supplement or waiver may not (with respect to any Notes held by a non-consenting
Holder): 
 (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; 

(2) reduce the principal of or change the Stated Maturity of any Note or alter the provisions with respect to the redemption or
repurchase of the Notes relating to Section 4.16 hereof (and any applicable definitions); 
 (3) reduce the rate of or
change the time for payment of interest on any Note; 
 (4) waive a Default or Event of Default in the payment of principal
of, or interest or premium on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the Payment Default that resulted from such
acceleration); 

  
 88 








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

(6) make any change in the provisions (including applicable definitions) of the Indenture relating to waivers of past Defaults
or the rights of Holders of Notes to receive payments of principal of, or interest or premium on the Notes; 
 (7) waive a
redemption or repurchase payment with respect to any Note (including a payment required by the provisions described under Sections 4.12 or 4.16 hereof; 

(8) make any change in the ranking of the Notes in a manner adverse to the Holders of the Notes; or 

(9) make any change in the preceding amendment and waiver provisions. 

The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any
supplemental indenture. If a record date is fixed, the Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders
after such record date; provided that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 120 days after such record date, any such consent previously given
shall automatically and without further action by any Holder be cancelled and of no further effect. 
 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, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. 

After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holder of each Note
affected thereby to such Holder’s address appearing in the Note Register a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way
impair or affect the validity of any such amended or supplemental indenture or waiver. 

  
 89 








 Section 9.03 Compliance with Trust Indenture Act. 

Every amendment or supplement to this Indenture or the Notes shall be set forth in an amended or supplemental indenture that complies with the
TIA as then in effect. 
 Section 9.04 Revocation and Effect of Consents. 

Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder is a continuing consent by the Holder of a Note and
every subsequent Holder of a Note or portion thereof that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder or subsequent Holder may revoke the consent as
to its Note or portion thereof if the Trustee receives written notice of revocation before the date the waiver, supplement or amendment becomes effective. An amendment, supplement or waiver shall become effective in accordance with its terms and
thereafter shall bind every Holder. 
 Section 9.05 Notation on or Exchange of Notes. 

The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Company in
exchange for all Notes may issue and, upon receipt of a Company Order in accordance with Section 2.02 hereof, the Trustee shall authenticate new Notes that reflect the amendment, supplement or waiver. 

Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver.

 Section 9.06 Trustee to Sign Amendments, etc. 

The Trustee shall sign any amended or supplemental indenture authorized pursuant to this Article 9 if the amendment or supplement does not
adversely affect the rights, duties, liabilities or immunities of the Trustee. The Company may not sign an amendment or supplemental indenture until its Board of Directors (or committee serving a similar function) approves it. In executing any
amended or supplemental indenture, the Trustee shall be provided with and (subject to Section 7.01 hereof) shall be fully protected in relying upon an Officers’ Certificate and an Opinion of Counsel stating that the execution of such
amended or supplemental indenture is authorized or permitted by this Indenture and that such amended or supplemental indenture is the legal, valid and binding obligations of the Company enforceable against it in accordance with its terms, subject to
customary exceptions and that such amended or supplemental indenture complies with the provisions hereof (including Section 9.03). 

  
 90 








 ARTICLE 10. 

SUBSIDIARY GUARANTEES 

Section 10.01 Subsidiary Guarantee. 

Subject to this Article 10, the Guarantors hereby unconditionally guarantee to each Holder of a Note authenticated and delivered by the Trustee
and to the Trustee and its successors and assigns: (a) the due and punctual payment of the principal of, premium, if any, and interest on the Notes, subject to any applicable grace period, whether at Stated Maturity, by acceleration, redemption
or otherwise, the due and punctual payment of interest on the overdue principal of and premium, if any, and, to the extent permitted by law, interest, and the due and punctual performance of all other obligations of the Company to the Holders or the
Trustee under this Indenture and the Notes, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in
full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration pursuant to Section 6.02, redemption or otherwise. Failing payment when due of any amount so guaranteed or any
performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. 

Each Guarantor hereby agrees that its obligations with regard to its Subsidiary Guarantee shall be joint and several,
unconditional, irrespective of the validity or enforceability of the Notes or the obligations of the Company under this Indenture, the absence of any action to enforce the same, the recovery of any judgment against the Company or any other obligor
with respect to this Indenture, the Notes or the Obligations of the Company under this Indenture or the Notes, any action to enforce the same or any other circumstances (other than complete performance) which might otherwise constitute a legal or
equitable discharge or defense of a Guarantor. Each Guarantor further, to the extent permitted by law, waives and relinquishes all claims, rights and remedies accorded by applicable law to guarantors and agrees not to assert or take advantage of any
such claims, rights or remedies, including but not limited to: (a) any right to require any of the Trustee, the Holders or the Company (each a “Benefited Party”), as a condition of payment or performance by such
Guarantor, to (1) proceed against the Company, any other guarantor (including any other Guarantor) of the Obligations under the Subsidiary Guarantees or any other Person, (2) proceed against or exhaust any security held from the Company,
any such other guarantor or any other Person, (3) proceed against or have resort to any balance of any deposit account or credit on the books of any Benefited Party in favor of the Company or any other Person, or (4) pursue any other
remedy in the power of any Benefited Party whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Company including any defense based on or arising out of the lack of
validity or the unenforceability of the Obligations under the Subsidiary Guarantees or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Company from any cause other


  
 91 








 
than payment in full of the Obligations under the Subsidiary Guarantees; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be
neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon any Benefited Party’s errors or omissions in the administration of the Obligations under the Subsidiary Guarantees,
except behavior which amounts to bad faith; (e)(1) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of the Subsidiary Guarantees and any legal or equitable discharge of such
Guarantor’s obligations hereunder, (2) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof, (3) any rights to set-offs, recoupments and counterclaims and
(4) promptness, diligence and any requirement that any Benefited Party protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentations, protests, notices of protest,
notices of dishonor and notices of any action or inaction, including acceptance of the Subsidiary Guarantees, notices of Default under the Notes or any agreement or instrument related thereto, notices of any renewal, extension or modification of the
Obligations under the Subsidiary Guarantees or any agreement related thereto, and notices of any extension of credit to the Company and any right to consent to any thereof; (g) to the extent permitted under applicable law, the
benefits of any “One Action” rule and (h) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of the Subsidiary
Guarantees. Except to the extent expressly provided herein, including Sections 8.02, 8.03 and 10.05, each Guarantor hereby covenants that its Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in
its Subsidiary Guarantee and this Indenture. 
 If any Holder or the Trustee is required by any court or otherwise to return
to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the
extent theretofore discharged, shall be reinstated in full force and effect. 
 Each Guarantor agrees that it shall not be entitled to any
right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the
Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Section 6.02 hereof for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or
other prohibition preventing such acceleration in respect of the obligations guaranteed hereby and (y) in the event of any declaration of acceleration of such obligations as provided in Section 6.02 hereof, such obligations (whether or not
due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does
not impair the rights of the Holders under the Subsidiary Guarantee. 

  
 92 








 Section 10.02 Limitation on Guarantor Liability. 

(a) Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the
guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to
any guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that each Guarantor’s liability shall be that amount from time to time equal to the aggregate liability of such Guarantor
under the guarantee, but shall be limited to the lesser of (a) the aggregate amount of the Company’s obligations under the Notes and this Indenture or (b) the amount, if any, which would not have (1) rendered the Guarantor
“insolvent” (as such term is defined in the Federal Bankruptcy Code and in the Debtor and Creditor Law of the State of New York) or (2) left it with unreasonably small capital at the time its guarantee with respect to the Notes was
entered into, after giving effect to the incurrence of existing Debt immediately before such time; provided, however, it shall be a presumption in any lawsuit or proceeding in which a Guarantor is a party that the amount guaranteed pursuant
to the guarantee with respect to the Notes is the amount described in clause (a) above unless any creditor, or representative of creditors of the Guarantor, or debtor in possession or trustee in bankruptcy of the Guarantor, otherwise proves in
a lawsuit that the aggregate liability of the Guarantor is limited to the amount described in clause (b) below. 
 (b) In making any
determination as to the solvency or sufficiency of capital of a Guarantor in accordance with the proviso of Section 10.02(a), the right of each Guarantor to contribution from other Guarantors and any other rights such Guarantor may have,
contractual or otherwise, shall be taken into account. 
 Section 10.03 Execution and Delivery of Subsidiary Guarantee. 

To evidence its Subsidiary Guarantee set forth in Section 10.01, each Guarantor hereby agrees that a notation of such Subsidiary Guarantee
in substantially the form included in Exhibit B attached hereto shall be endorsed by an Officer of such Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Guarantor by
its President or one of its Vice Presidents. 
 Each Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01
shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Subsidiary Guarantee. 
 If an
Officer whose signature is on this Indenture or on the Subsidiary Guarantee no longer holds that office at the time the Trustee authenticates the Note on which a Subsidiary Guarantee is endorsed, the Subsidiary Guarantee shall be valid nevertheless.


  
 93 








 The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall
constitute due delivery of the Subsidiary Guarantee set forth in this Indenture on behalf of the Guarantors. 
 The Company hereby agrees
that it shall cause each Person that becomes obligated to provide a Subsidiary Guarantee pursuant to Section 4.17 to execute a supplemental indenture in form and substance reasonably satisfactory to the Trustee, pursuant to which such Person
provides the Guarantee set forth in this Article 10 and otherwise assumes the obligations and accepts the rights of a Guarantor under this Indenture, in each case with the same effect and to the same extent as if such Person had been named herein as
a Guarantor. The Company also hereby agrees to cause each such new Guarantor to evidence its Guarantee by endorsing a notation of such Subsidiary Guarantee on each Note as provided in this Section 10.03. 

Section 10.04 Guarantors May Consolidate, etc., on Certain Terms. 

Except as otherwise provided in Section 10.05, no Guarantor may consolidate with or merge with or into (whether or not such Guarantor is
the surviving Person) another Person whether or not affiliated with such Guarantor unless: 
 (a) subject to Section 10.05, the Person
formed by or surviving any such consolidation or merger (if other than a Guarantor or the Company) unconditionally assumes all the obligations of such Guarantor, pursuant to a supplemental indenture in form and substance reasonably satisfactory to
the Trustee, under this Indenture and any Subsidiary Guarantee on the terms set forth herein; and 
 (b) the Guarantor complies with the
requirements of Article 5 hereof. 
 In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor
Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this
Indenture to be performed by the Guarantor, such successor Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or
all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the
same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution
hereof. 
 Except as set forth in Articles 4 and 5, and notwithstanding clauses (a) and (b) above, nothing contained in this
Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an
entirety to the Company or another Guarantor. 

  
 94 








 Section 10.05 Releases Following Merger, Consolidation or Sale of Assets, Etc. 

In the event of a sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or
otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) a Subsidiary of the Company, then such Guarantor (in the event
of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the
assets of such Guarantor) shall be released and relieved of any obligations under its Subsidiary Guarantee; provided that the net proceeds of such sale or other disposition shall be applied in accordance with the applicable provisions of this
Indenture, including without limitation Section 4.12. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary in accordance with the provisions of Section 4.16, such Subsidiary shall be released and relieved of any
obligations under its Subsidiary Guarantee. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the
provisions of this Indenture, including without limitation Section 4.12, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. 

Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and
interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10. 
 ARTICLE 11.

 SATISFACTION AND DISCHARGE 

Section 11.01 Satisfaction and Discharge. 

This Indenture will be discharged and will cease to be of further effect, as to all Notes issued hereunder, when: 

(a) either: 
 (1)
all Notes that have been authenticated, except lost, stolen or destroyed notes that have been replaced or paid and notes for whose payment money has been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for
cancellation; or 
  

  
 95 








 (2) all Notes that have not been delivered to the Trustee for cancellation have
become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable or redeemable within one year, and the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds
in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient without consideration of
any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; 

(b) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default
resulting from the borrowing of funds to be applied to such deposit) or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company is a
party or by which the Company is bound; 
 (c) the Company has paid or caused to be paid all sums payable by it under this Indenture; and

 (d) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at
maturity or the Redemption Date, as the case may be. 
 In addition, the Company must deliver an Officers’ Certificate and an opinion
of counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. 
 Section 11.02
Deposited Cash and Government Securities to be Held in Trust; Other Miscellaneous Provisions. 
 Subject to
Section 11.03, all cash and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 11.02, the
“Trustee”) pursuant to Section 11.01 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, and interest
but such cash and securities need not be segregated from other funds except to the extent required by law. 

  
 96 








 Section 11.03 Repayment to Company. 

Any cash or non-callable Government Securities deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for
the payment of the principal of, premium, if any, or interest on, any Note and remaining unclaimed for two years after such principal, and premium, if any, or interest has become due and payable shall be paid to the Company on its request or (if
then held by the Company) shall be discharged from such trust; and the Holder shall thereafter, as an unsecured creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such cash
and securities, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the
Company cause to be published once, in The New York Times and The Wall Street Journal (national edition), notice that such cash and securities remains unclaimed and that, after a date specified therein, which shall not be less than 30
days from the date of such notification or publication, any unclaimed balance of such cash and securities then remaining shall be repaid to the Company. 

ARTICLE 12. 

MISCELLANEOUS 

Section 12.01 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 provision required by the TIA shall control. 
 Section 12.02 Notices. 

Any notice or communication by the Company or the Trustee to the other is duly given if in writing and delivered in person or mailed by first
class mail (registered or certified, return receipt requested), facsimile transmission or overnight air courier guaranteeing next-day delivery, to the other’s address: 

If to the Company: 

Centene Corporation 

7700 Forsyth Boulevard 

St. Louis, MO 63102 

Attention: Chief Financial Officer 

Telecopier No.: (314) 725-5180 

If to the Trustee: 

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

2 North LaSalle Street, Suite 1020 

Chicago, Illinois 60602 

  
 97 








 Attention: Corporate Trust Administration 

Telecopier No.:(312) 827-8542 

The Company or the Trustee, by notice to the other, may designate additional or different addresses for subsequent notices or communications.

 All notices and communications (other than those sent to the Trustee or Holders) shall be deemed to have been duly given: at the time
delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if sent by facsimile transmission; and the next Business Day after timely delivery to the
courier, if sent by overnight air courier guaranteeing next-day delivery. All notices and communications to the Trustee or Holders shall be deemed duly given and effective only upon receipt. 

Any notice or communication to a Holder shall be mailed by first class mail, certified or registered, return receipt requested, or by
overnight air courier guaranteeing next-day delivery to its address shown on the Note Register. 
 Any notice or communication shall also be
so mailed to any Person described in TIA §313(c), to the extent required by the TIA. Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. 

If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee
receives it. 
 If the Company mails a notice or communication to Holders, it shall mail a copy to the Trustee and each Agent at the same
time. 
 The Trustee agrees to accept and act upon instructions or directions pursuant to this Indenture sent by unsecured e-mail, pdf,
facsimile transmission or other similar unsecured electronic methods, provided, however, that the Trustee shall have received an incumbency certificate listing persons designated to give such instructions or directions and containing specimen
signatures of such designated persons, which such incumbency certificate shall be amended and replaced whenever a person is to be added or deleted from the listing. If the Company elects to give the Trustee e-mail or facsimile instructions (or
instructions by a similar electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee’s understanding of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses,
costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The Company agrees to
assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk or interception and
misuse by third parties. 

  
 98 








 Section 12.03 Communication by Holders of Notes with Other Holders of Notes 

Holders may communicate pursuant to TIA §312(b) with other Holders with respect to their rights under this Indenture or the Notes. The
Company, the Trustee, the Registrar and anyone else shall have the protection of TIA §312(c). 
 Section 12.04 Certificate and
Opinion as to Conditions Precedent. 
 Upon any request or application by the Company to the Trustee to take any action under any
provision of this Indenture, the Company shall furnish to the Trustee: 
 (a) an Officers’ Certificate in form and substance reasonably
satisfactory to the Trustee (which shall include the statements set forth in Section 12.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the
proposed action have been complied with; and 
 (b) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which
shall include the statements set forth in Section 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been complied with. 

Section 12.05 Statements Required in Certificate or Opinion. 

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate
provided pursuant to TIA §314(a)(4)) shall comply with the provisions of TIA §314(e) and shall include: 
 (a) a statement that the
Person making such certificate or opinion has read such covenant or condition; 
 (b) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; 
 (c) a statement
that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable such Person to express an informed opinion as to whether or not such covenant or condition has been complied with; and 

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

With respect to matters of fact, an Opinion of Counsel may rely on an Officers’ Certificate, certificates of public officials or reports
or opinions of experts. 

  
 99 








 Section 12.06 Rules by Trustee and Agents. 

The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions. 
 Section 12.07 No Personal Liability of Directors, Officers, Employees and
Stockholders. 
 No past, present or future director, officer, employee, incorporator, stockholder, member, manager or partner of the
Company or any Guarantor, as such, shall have any liability for any Obligations of the Company or of the Guarantors under the Notes, this Indenture, the Subsidiary Guarantees, if any, or for any claim based on, in respect of, or by reason of, such
Obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver and release may not be effective to waive or
release liabilities under the federal securities laws. 
 Section 12.08 Governing Law. 

THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE AND THE NOTES WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 

Section 12.09 No Adverse Interpretation of Other Agreements. 

This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Company or its Subsidiaries or of any other
Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture. 
 Section 12.10 Successors.

 All covenants and agreements of the Company in this Indenture and the Notes shall bind its successors. All covenants and agreements of the
Trustee in this Indenture shall bind its successors. 
 Section 12.11 Severability. 

In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired thereby. 
 Section 12.12 Counterpart Originals. 

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

  
 100 








 Section 12.13 Table of Contents, Headings, etc. 

The Table of Contents, Cross-Reference Table and Headings in this Indenture have been inserted for convenience of reference only, are not to be
considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 
 Section 12.14
Qualification of this Indenture. 
 The Company shall qualify this Indenture under the TIA and shall pay all reasonable costs and
expenses (including reasonable attorneys’ fees and expenses for the Company, the Trustee and the Holders) incurred in connection therewith, including, but not limited to, costs and expenses of qualification of this Indenture and the Notes and
printing this Indenture and the Notes. The Trustee shall be provided with any such Officers’ Certificates, Opinions of Counsel or other documentation as it may reasonably request in connection with any such qualification of this Indenture under
the TIA. 
 Section 12.15 Waiver of Jury Trial. 

EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY
JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY. 

Section 12.16 Force Majeure. 

In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of
or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and
interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to
resume performance as soon as practicable under the circumstances. 
 [Signatures on following page] 

  
 101 








 IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed. 

 

							
		 		 	 Company:
 CENTENE
CORPORATION

				
	Dated April 29, 2014	 		 	By:	 	/s/ William N. Scheffel
		 		 		 	Name: William N. Scheffel
		 		 		 	 Title: Executive Vice President,

          Chief Financial Officer and Treasurer


  

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

				
	 Dated April 29, 2014
	 		 	By:	 	/s/ Melonee Young
		 		 		 	 Name: Melonee Young
 Title: Vice
President

		 		 		 	








 EXHIBIT A 

[Form of Face of Security] 

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 COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS 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. 
  
  

 
 GLOBAL NOTE 

4.75% SENIOR NOTES DUE 2022 

CUSIP                      

ISIN                      

No.
                                        
                                         
                                         
                                         
                                      $ 

CENTENE CORPORATION 
 promises to pay to
CEDE & CO., INC. or registered assigns, the principal sum of
                                        
Dollars ($                    ) on May 15, 2022. 

Interest Payment Dates: May 15 and November 15, commencing November 15, 2014. 

  
 A-1 








 Record Dates: May 1 and November 1 

Dated:                     
    , 20     

  
 A-2 








 IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by its
duly authorized officer. 
  

			
	CENTENE CORPORATION
		
	By:	 	 
		 	 Name:
 Title:



  

			
	By:	 	 
		 	 Name:
 Title:



 This is one of the 
 Notes
referred to in the 
 within-mentioned Indenture: 
 THE BANK OF
NEW YORK MELLON TRUST COMPANY, N.A. as Trustee 
  

			
		
	By:	 	 
		 	 Authorized Signatory


 Dated _________ __, 20__ 

  
 A-3 








 (Back of Note) 

4.75% Senior Notes due 2022 

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

1. Interest. Centene Corporation, a Delaware corporation (the “Company”), promises to pay
interest on the principal amount of this Note at 4.75% per annum until maturity. The Company shall pay interest semi-annually on May 15 and November 15 of each year, or if any such day is not a Business Day, on the next succeeding
Business Day (each an “Interest Payment Date”). Interest shall accrue from the most recent date to which interest has been paid on the Notes (or one or more Predecessor Notes) or, if no interest has been paid, from
April 29, 2014. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time at a rate that is 1% per annum in excess of the
interest rate then in effect under the Indenture and this Note; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace periods),
from time to time at the same rate to the extent lawful. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. 

2. Method of Payment. The Company shall pay interest on the Notes (except defaulted interest) to the Persons in whose name this
Note (or one or more Predecessor Notes) is registered at the close of business on the May 1 or November 1 next preceding the Interest Payment Date, even if such Notes are cancelled after such record date and on or before such Interest
Payment Date, except as provided in Section 2.14 of the Indenture with respect to defaulted interest. The Notes shall be payable as to principal, premium, if any, and interest at the office or agency of the Company maintained for such purpose,
or, at the option of the Company, payment of interest may be made by check mailed to the Holders at their addresses set forth in the Note Register; provided, however, that payment by wire transfer of immediately available funds shall be required
with respect to principal of and interest and premium, if any, on, all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the Company or the Paying Agent. Such payment shall be in such coin or
currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. 
 3.
Paying Agent and Registrar. Initially, The Bank of New York Mellon Trust Company, N.A. , the Trustee under the Indenture, shall act as Paying Agent and Registrar. The Company may change any Paying Agent or Registrar without notice to
any Holder. The Company or any of its Restricted Subsidiaries may act in any such capacity. 

  
 A-4 








 4. Indenture. The Company issued the Notes under an Indenture dated
as of April 29, 2014 (the “Indenture”) between the Company and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of
1939, as amended (15 U.S. Code §§ 77aaa-77bbbb). The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. To the extent any provision of this Note conflicts with the
express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.  
 5. Optional
Redemption. 
 (a) Except as set forth in clause (b) of this paragraph 5, the Notes shall not be redeemable at the option of the
Company prior to May 15, 2019. 
 (b) At any time prior to May 15, 2019, the Company may redeem all or a portion of the Notes, at
once or over time, upon notice as described in Section 3.03 of the Indenture at a Redemption Price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the
Redemption Date (subject to the rights of Holders of record on the relevant record date to receive interest due on an interest payment date falling prior to the Redemption Date). 

(c) On or after May 15, 2019, the Company may redeem all or any portion of the Notes, at once or over time, upon notice as described in
Section 3.03 of the Indenture. The Notes may be redeemed at the Redemption Prices set forth below, plus accrued and unpaid interest, if any, to the Redemption Date (subject to the right of Holders of record on the relevant record date to
receive interest due on an interest payment date falling prior to the Redemption Date). The following prices are for Notes redeemed during the 12 month period commencing on May 15 of the years set forth below, and are expressed as percentages
of principal amount. 
  

					
	Year	  	Redemption Price	 
	2019	  	 	102.375	% 
	2020	  	 	101.188	% 
	2021 and thereafter	  	 	100.000	%: 

 6. Mandatory Redemption. Except as set forth in Sections 4.12 and 4.16 of the Indenture, the
Company shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes. 
 7. Repurchase at
Option of Holder. 

  
 A-5 








 (a) Upon the occurrence of a Change of Control, Article 3 and Section 4.16 of the Indenture
shall apply to the extent applicable. 
 (b) If the Company or any of its Restricted Subsidiaries consummates an Asset Sale, Article 3 and
Section 4.12 of the Indenture shall apply to the extent applicable. 
 8. Notice of Redemption. Notice of redemption shall
be mailed at least 30 days but not more than 60 days before the Redemption Date to each Holder whose Notes are to be redeemed at its registered address. Notes in denominations larger than $2,000 may be redeemed in part but only in whole multiples of
$1,000, unless all of the Notes held by a Holder are to be redeemed. On and after the Redemption Date interest ceases to accrue on Notes or portions thereof called for redemption. 

9. Denominations, Transfer, Exchange. The Notes are in registered form without coupons in denominations of $2,000 and integral
multiples of $1,000. This Note shall represent the aggregate principal amount of outstanding Notes from time to time endorsed hereon and the aggregate principal amount of Notes represented hereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges and redemptions. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company need not exchange or register the transfer of any Note or portion of a Note selected for
redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Company need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period
between a record date and the corresponding Interest Payment Date. 
 10. Persons Deemed Owners. The registered Holder of a
Note may be treated as its owner for all purposes. 
 11. Amendment, Supplement and Waiver. Subject to certain exceptions, the
Company and the Trustee may amend or supplement the Indenture or the Notes with the consent of the Holders of a majority in principal amount of the then outstanding Notes, including Additional Notes, if any, voting as a single class (including
consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (except a continuing Default or Event of Default
in the payment of principal, premium, if any, interest on the Notes) or compliance with any provision of the Indenture or the Notes (except for certain covenants and provisions of the Indenture which cannot be amended without the consent of each
Holder) may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes, including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a
purchase of or tender offer or exchange offer for the Notes). Without the consent of any Holder, the Company and the Trustee may amend 

  
 A-6 








 
or supplement the Indenture or the Notes to (a) cure any ambiguity, defect or inconsistency; (b) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(c) to provide for the assumption of the Company’s Obligations to Holders in the case of a merger or consolidation or sale of all or substantially all of the Company’s assets or any other transaction that complies with the Indenture;
(d) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Indenture of any such Holder; (e) to provide for the issuance of Additional Notes in
accordance with the Indenture; (f) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA; (g) to allow any Guarantor to execute a supplemental indenture and/or a
Guarantee with respect to the Notes; (h) to evidence and provide the acceptance of the appointment of a successor trustee under the Indenture; (i) to mortgage, pledge, hypothecate or grant a security interest in favor of the Trustee for
the benefit of the Holders as additional security for the payment and performance of the Company’s or a Guarantor’s Obligations under the Indenture in any property or assets; (j) to comply with the rules of any applicable Depositary;
(k) to release a Guarantor from its Guarantee pursuant to the terms of the Indenture when permitted or required pursuant to the terms of the Indenture; (l) to conform the text of the Indenture, the Notes or the Guarantees to the
corresponding provision of the “Description of Notes” in the Company’s prospectus related to the Notes to the extent that such provision in the “Description of Notes” was intended to be a substantially verbatim recitation of
a provision of the Indenture, the Notes or the Guarantees or (m) to comply with Section 5.01 of the Indenture. 
 12.
Defaults and Remedies. Each of the following is an Event of Default under the Indenture: (a) default for 30 consecutive days in the payment when due and payable of interest on the Notes; (b) default in the payment when due and
payable of the principal of or premium, if any, on the Notes (upon maturity, redemption, required repurchase or otherwise); (c) failure by the Company or any of its Restricted Subsidiaries to comply with Section 5.01 of the Indenture;
(d) failure by the Company or any of its Restricted Subsidiaries for 30 consecutive days after notice to comply with the provisions described under Sections 4.12 and 4.16 of the Indenture; (e) failure by the Company for 120 days after
notice to comply with the provisions described under Section 4.03 of the Indenture; (f) failure by the Company or any of its Restricted Subsidiaries for 60 consecutive days after notice to the Company by the Trustee or the Holders of at
least 25% in the aggregate principal amount of the Notes then outstanding, voting as a single class, to comply with any of its other covenants or agreements in the Indenture or the Notes; (g) default under any mortgage, indenture or instrument
under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted
Subsidiaries, whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, if that default: (a) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration
of any applicable grace period (a “Payment Default”); or (b) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with
 

  
 A-7 








 
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 $75.0 million or more;
(h) failure by the Company or any of its Restricted Subsidiaries to pay final non-appealable judgments entered by a court or courts of competent jurisdiction aggregating in excess of $75.0 million, which judgments are not paid, discharged or
stayed for a period of 60 days; and (i) certain events of bankruptcy, insolvency or reorganization affecting the Company or any of its Significant Subsidiaries or any group that, taken together, would constitute a Significant Subsidiary. 

If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then
outstanding Notes may declare the principal, premium, if any, and accrued and unpaid interest, if any, of all the outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from
certain events of bankruptcy or insolvency described in the Indenture, all outstanding Notes shall become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture.
Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or
Event of Default (except a Default or Event of Default relating to the payment of principal, interest or premium) if it determines that withholding notice is in their interest. The Holders of at least a majority in aggregate principal amount of the
Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture, except a continuing Default or Event of Default in the payment
of interest on, or the principal of, the Notes, and rescind any acceleration and its consequences with respect to the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the
Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default. 

13. Trustee Dealings with Company. Subject to certain limitations, the Trustee in its individual or any other
capacity may become the owner or pledgee of Notes and may otherwise deal with the Company or any Affiliate of the Company with the same rights it would have if it were not Trustee. 

14. No Recourse Against Others. No past, present or future director, officer, employee, incorporator or stockholder
of the Company or of any Guarantor, as such, shall have any liability for any Obligations of the Company or any Guarantor under the Indenture, the Notes, the Subsidiary Guarantees, if any, or for any claim based on, in respect of, or by reason of,
such Obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. 

15. Authentication. This Note shall not be valid until authenticated by manual, facsimile or electronic signature
of the Trustee or an authenticating agent. 

  
 A-8 








 16. Abbreviations. Customary abbreviations may be used in the name of
a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors
Act). 
 17. CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes and has directed the Trustee to use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy
of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. 

18. Governing Law. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS NOTE WITHOUT GIVING EFFECT
TO APPLICABLE PRINCIPALS OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 

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

Centene Corporation 
 7700 Forsyth
Boulevard 
 St. Louis, MO 63102 

Attention: General Counsel 

Telecopier No.: (314) 725-5180 

  
 A-9 








 OPTION OF HOLDER TO ELECT PURCHASE 

If you want to elect to have this Note purchased by the Company pursuant to Section 4.12 or 4.16 of the Indenture, check the box below:

  ̈ Section 4.12 

 ̈ Section 4.16 

If you want to elect to have only part of the Note purchased by the Company pursuant to Section 4.12 or Section 4.16 of the
Indenture, state the amount you elect to have purchased: $                         

 

			
	Date:                        	  	Your
Signature:                                    
		  	(Sign exactly as your name appears on the Note)
		
		  	Tax Identification No.:
		  	  

		
		  	SIGNATURE GUARANTEE
		  	  

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


  
 A-10 








 Assignment Form 

To assign this Note, fill in the form below: 
 (I)
or (we) assign and transfer this Note to 
  
  

(Insert assignee’s social security or other tax I.D. no.) 
  

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

and                       
         
irrevocably                                 appoint 

 
  

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

 

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

 Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature
guarantor acceptable to the Trustee. 

  
 A-11 








 SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE 

The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part
of another Global Note or Definitive Note for an interest in this Global Note, have been made: 
  

									
	 Date of Exchange
	  	Amount of decrease in
Principal Amount of
this Global Note	  	Amount of increase in
Principal Amount of
this Global Note	  	Principal Amount of
this Global Note
following such decrease
(or increase)	  	Signature of authorized
signatory of Trustee or
Note Custodian


  
 A-12 








 EXHIBIT B 

FORM OF NOTATION OF GUARANTEE 

For value received, each Guarantor (which term includes any successor Person under the Indenture), jointly and severally,
unconditionally guarantees, to the extent set forth in the Indenture and subject to the provisions in the Indenture, dated as of April 29, 2014 (the “Indenture”), among Centene Corporation, as issuer (the
“Company”), the Guarantors listed on the signature pages thereto and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), (a) the due and punctual payment of the principal
of, premium, if any, and interest on the Notes, whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal and premium, if any, and, to the extent permitted by law, interest and the
due and punctual performance of all other obligations of the Company to the Holders or the Trustee all in accordance with the terms of the Indenture and (b) in case of any extension of time of payment or renewal of any Notes or any of such
other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders
of Notes and to the Trustee pursuant to the Subsidiary Guarantee and the Indenture are expressly set forth in Article 10 of the Indenture and reference is hereby made to the Indenture for the precise terms of the Guarantee. This Subsidiary Guarantee
is subject to release as and to the extent set forth in Sections 8.02, 8.03 and 10.05 of the Indenture. Each Holder of a Note, by accepting the same agrees to and shall be bound by such provisions. Capitalized terms used herein and not defined are
used herein as so defined in the Indenture. 
  

			
	 [NAME OF GUARANTORS]

		
	By:	 	 
		 	Name:
		 	Title:



  
 B-1 








 TABLE OF CONTENTS 

 
  

							
	 	 	 	  	Page	 
	ARTICLE 1. DEFINITIONS AND INCORPORATION BY REFERENCE	  	 	1	  
			
	 SECTION 1.01
	 	 DEFINITIONS
	  	 	1	  
	 SECTION 1.02
	 	 OTHER DEFINITIONS
	  	 	30	  
	 SECTION 1.03
	 	 INCORPORATION BY REFERENCE OF TRUST INDENTURE
ACT
	  	 	31	  
	 SECTION 1.04
	 	 RULES OF CONSTRUCTION
	  	 	32	  
		
	ARTICLE 2. THE NOTES	  	 	32	  
			
	 SECTION 2.01
	 	 FORM GENERALLY
	  	 	32	  
	 SECTION 2.02
	 	 EXECUTION, AUTHENTICATION DELIVERY AND DATING
	  	 	33	  
	 SECTION 2.03
	 	 NOTES IN GLOBAL FORM
	  	 	34	  
	 SECTION 2.04
	 	 AMOUNT OF NOTES
	  	 	34	  
	 SECTION 2.05
	 	 REGISTRAR AND PAYING AGENT
	  	 	35	  
	 SECTION 2.06
	 	 PAYING AGENT TO HOLD MONEY IN
TRUST
	  	 	35	  
	 SECTION 2.07
	 	 HOLDER LISTS
	  	 	36	  
	 SECTION 2.08
	 	 REGISTRATION; REGISTRATION OF TRANSFER AND
EXCHANGE
	  	 	36	  
	 SECTION 2.09
	 	 REPLACEMENT NOTES
	  	 	38	  
	 SECTION 2.10
	 	 OUTSTANDING NOTES
	  	 	38	  
	 SECTION 2.11
	 	 TREASURY NOTES
	  	 	39	  
	 SECTION 2.12
	 	 TEMPORARY NOTES
	  	 	39	  
	 SECTION 2.13
	 	 CANCELLATION
	  	 	39	  
	 SECTION 2.14
	 	 PAYMENT OF INTEREST; DEFAULTED INTEREST
	  	 	39	  
	 SECTION 2.15
	 	 CUSIP OR ISIN NUMBERS
	  	 	40	  
	 SECTION 2.16
	 	 ADDITIONAL NOTES
	  	 	40	  
	 SECTION 2.17
	 	 RECORD DATE
	  	 	41	  
	 SECTION 2.18
	 	 PERSONS DEEMED OWNERS
	  	 	41	  
	 SECTION 2.19
	 	 COMPUTATION OF INTEREST
	  	 	41	  
		
	ARTICLE 3. REDEMPTION AND PREPAYMENT	  	 	41	  
			
	 SECTION 3.01
	 	 NOTICES TO TRUSTEE
	  	 	41	  
	 SECTION 3.02
	 	 SELECTION OF NOTES TO BE REDEEMED
	  	 	42	  
	 SECTION 3.03
	 	 NOTICE OF REDEMPTION
	  	 	42	  
	 SECTION 3.04
	 	 EFFECT OF NOTICE OF REDEMPTION
	  	 	43	  
	 SECTION 3.05
	 	 DEPOSIT OF REDEMPTION PRICE
	  	 	43	  
	 SECTION 3.06
	 	 NOTES REDEEMED IN PART
	  	 	44	  
	 SECTION 3.07
	 	 MANDATORY REDEMPTION
	  	 	44	  
	 SECTION 3.08
	 	 OFFER TO PURCHASE
	  	 	44	  


  
 i 









							
	 	 	 	  	 	 
		
	ARTICLE 4. COVENANTS	  	 	47	  
			
	 SECTION 4.01
	 	 PAYMENT OF NOTES
	  	 	47	  
	 SECTION 4.02
	 	 MAINTENANCE OF OFFICE OR AGENCY
	  	 	48	  
	 SECTION 4.03
	 	 SEC REPORTS
	  	 	48	  
	 SECTION 4.04
	 	 COMPLIANCE CERTIFICATE
	  	 	49	  
	 SECTION 4.05
	 	 TAXES
	  	 	49	  
	 SECTION 4.06
	 	 STAY, EXTENSION AND USURY LAWS
	  	 	49	  
	 SECTION 4.07
	 	 CORPORATE EXISTENCE
	  	 	50	  
	 SECTION 4.08
	 	 PAYMENTS FOR CONSENT
	  	 	50	  
	 SECTION 4.09
	 	 INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF
PREFERRED STOCK
	  	 	50	  
	 SECTION 4.10
	 	 RESTRICTED PAYMENTS
	  	 	55	  
	 SECTION 4.11
	 	 LIENS
	  	 	59	  
	 SECTION 4.12
	 	 ASSET SALES
	  	 	60	  
	 SECTION 4.13
	 	 DIVIDEND AND OTHER PAYMENT RESTRICTIONS
AFFECTING RESTRICTED SUBSIDIARIES
	  	 	62	  
	 SECTION 4.14
	 	 AFFILIATE TRANSACTIONS
	  	 	64	  
	 SECTION 4.15
	 	 DESIGNATION OF RESTRICTED AND UNRESTRICTED
SUBSIDIARIES
	  	 	66	  
	 SECTION 4.16
	 	 REPURCHASE AT THE OPTION OF HOLDERS
UPON A CHANGE OF CONTROL
	  	 	66	  
	 SECTION 4.17
	 	 LIMITATION ON ISSUANCES OF GUARANTEES OF
INDEBTEDNESS
	  	 	67	  
	 SECTION 4.18
	 	 COVENANT TERMINATION
	  	 	68	  
		
	ARTICLE 5. SUCCESSORS	  	 	69	  
			
	 SECTION 5.01
	 	 MERGER, CONSOLIDATION OR SALE OF
ASSETS
	  	 	69	  
	 SECTION 5.02
	 	 SUCCESSOR CORPORATION SUBSTITUTED
	  	 	70	  
		
	ARTICLE 6. DEFAULTS AND REMEDIES	  	 	70	  
			
	 SECTION 6.01
	 	 EVENTS OF DEFAULT
	  	 	70	  
	 SECTION 6.02
	 	 ACCELERATION
	  	 	72	  
	 SECTION 6.03
	 	 OTHER REMEDIES
	  	 	72	  
	 SECTION 6.04
	 	 WAIVER OF DEFAULTS
	  	 	73	  
	 SECTION 6.05
	 	 CONTROL BY MAJORITY
	  	 	73	  
	 SECTION 6.06
	 	 LIMITATION ON SUITS
	  	 	73	  
	 SECTION 6.07
	 	 RIGHTS OF HOLDERS TO RECEIVE PAYMENT
	  	 	74	  
	 SECTION 6.08
	 	 COLLECTION SUIT BY TRUSTEE
	  	 	74	  
	 SECTION 6.09
	 	 TRUSTEE MAY FILE PROOFS OF CLAIM
	  	 	74	  
	 SECTION 6.10
	 	 PRIORITIES
	  	 	75	  
	 SECTION 6.11
	 	 UNDERTAKING FOR COSTS
	  	 	75	  


  
 ii 









							
	 	 	 	  	 	 
		
	ARTICLE 7. TRUSTEE	  	 	75	  
			
	 SECTION 7.01
	 	 DUTIES OF TRUSTEE
	  	 	75	  
	 SECTION 7.02
	 	 RIGHTS OF TRUSTEE
	  	 	76	  
	 SECTION 7.03
	 	 INDIVIDUAL RIGHTS OF TRUSTEE
	  	 	78	  
	 SECTION 7.04
	 	 TRUSTEE’S DISCLAIMER
	  	 	78	  
	 SECTION 7.05
	 	 NOTICE OF DEFAULTS
	  	 	78	  
	 SECTION 7.06
	 	 REPORTS BY TRUSTEE TO HOLDERS
	  	 	78	  
	 SECTION 7.07
	 	 COMPENSATION AND INDEMNITY
	  	 	79	  
	 SECTION 7.08
	 	 REPLACEMENT OF TRUSTEE
	  	 	80	  
	 SECTION 7.09
	 	 SUCCESSOR TRUSTEE BY MERGER, ETC
	  	 	81	  
	 SECTION 7.10
	 	 ELIGIBILITY; DISQUALIFICATION
	  	 	81	  
	 SECTION 7.11
	 	 PREFERENTIAL COLLECTION OF CLAIMS AGAINST
COMPANY
	  	 	82	  
		
	ARTICLE 8. LEGAL DEFEASANCE AND COVENANT DEFEASANCE	  	 	82	  
			
	 SECTION 8.01
	 	 OPTION TO EFFECT LEGAL DEFEASANCE OR
COVENANT DEFEASANCE
	  	 	82	  
	 SECTION 8.02
	 	 LEGAL DEFEASANCE AND DISCHARGE
	  	 	82	  
	 SECTION 8.03
	 	 COVENANT DEFEASANCE
	  	 	83	  
	 SECTION 8.04
	 	 CONDITIONS TO LEGAL OR COVENANT
DEFEASANCE
	  	 	83	  
	 SECTION 8.05
	 	 DEPOSITED CASH AND GOVERNMENT SECURITIES TO
BE HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS
	  	 	84	  
	 SECTION 8.06
	 	 REPAYMENT TO COMPANY
	  	 	85	  
	 SECTION 8.07
	 	 REINSTATEMENT
	  	 	86	  
		
	ARTICLE 9. AMENDMENT, SUPPLEMENT AND WAIVER 	  	 	86	  
			
	 SECTION 9.01
	 	 WITHOUT CONSENT OF HOLDERS OF NOTES
	  	 	86	  
	 SECTION 9.02
	 	 WITH CONSENT OF HOLDERS OF NOTES
	  	 	87	  
	 SECTION 9.03
	 	 COMPLIANCE WITH TRUST INDENTURE ACT
	  	 	89	  
	 SECTION 9.04
	 	 REVOCATION AND EFFECT OF CONSENTS
	  	 	89	  
	 SECTION 9.05
	 	 NOTATION ON OR EXCHANGE OF NOTES
	  	 	89	  
	 SECTION 9.06
	 	 TRUSTEE TO SIGN AMENDMENTS, ETC
	  	 	89	  
		
	ARTICLE 10. SUBSIDIARY GUARANTEES 	  	 	90	  
			
	 SECTION 10.01
	 	 SUBSIDIARY GUARANTEE
	  	 	90	  
	 SECTION 10.02
	 	 LIMITATION ON GUARANTOR LIABILITY
	  	 	92	  
	 SECTION 10.03
	 	 EXECUTION AND DELIVERY OF SUBSIDIARY
GUARANTEE
	  	 	92	  
	 SECTION 10.04
	 	 GUARANTORS MAY CONSOLIDATE, ETC., ON CERTAIN
TERMS
	  	 	93	  
	 SECTION 10.05
	 	 RELEASES FOLLOWING MERGER, CONSOLIDATION OR
SALE OF ASSETS, ETC
	  	 	94	  
		
	ARTICLE 11. SATISFACTION AND DISCHARGE 	  	 	94	  
			
	 SECTION 11.01
	 	 SATISFACTION AND DISCHARGE
	  	 	94	  
	 SECTION 11.02
	 	 DEPOSITED CASH AND GOVERNMENT SECURITIES TO
BE HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS
	  	 	95	  
	 SECTION 11.03
	 	 REPAYMENT TO COMPANY
	  	 	96	  


  
 iii 









							
	 	 	 	  	 	 
		
	ARTICLE 12. MISCELLANEOUS 	  	 	96	  
			
	 SECTION 12.01
	 	 TRUST INDENTURE ACT CONTROLS
	  	 	96	  
	 SECTION 12.02
	 	 NOTICES
	  	 	96	  
	 SECTION 12.03
	 	 COMMUNICATION BY HOLDERS OF NOTES WITH
OTHER HOLDERS OF NOTES
	  	 	98	  
	 SECTION 12.04
	 	 CERTIFICATE AND OPINION AS TO CONDITIONS
PRECEDENT
	  	 	98	  
	 SECTION 12.05
	 	 STATEMENTS REQUIRED IN CERTIFICATE OR
OPINION
	  	 	98	  
	 SECTION 12.06
	 	 RULES BY TRUSTEE AND AGENTS
	  	 	99	  
	 SECTION 12.07
	 	 NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS,
EMPLOYEES AND STOCKHOLDERS
	  	 	99	  
	 SECTION 12.08
	 	 GOVERNING LAW
	  	 	99	  
	 SECTION 12.09
	 	 NO ADVERSE INTERPRETATION OF OTHER
AGREEMENTS
	  	 	99	  
	 SECTION 12.10
	 	 SUCCESSORS
	  	 	99	  
	 SECTION 12.11
	 	 SEVERABILITY
	  	 	99	  
	 SECTION 12.12
	 	 COUNTERPART ORIGINALS
	  	 	99	  
	 SECTION 12.13
	 	 TABLE OF CONTENTS, HEADINGS, ETC
	  	 	100	  
	 SECTION 12.14
	 	 QUALIFICATION OF THIS INDENTURE
	  	 	100	  
	 SECTION 12.15
	 	 WAIVER OF JURY TRIAL
	  	 	100	  
	 SECTION 12.16
	 	 FORCE MAJEURE
	  	 	100	  


  
 iv 








 CROSS-REFERENCE TABLE 

 

			
	TIA Section Reference	  	Indenture Section
	310(a)(1)	  	7.10
	(a)(2)	  	7.10
	(a)(3)	  	N.A.
	(a)(4)	  	N.A.
	(a)(5)	  	7.10
	(b)	  	7.08, 7.10
	311(a)	  	7.11
	(b)	  	7.11
	312(a)	  	2.06
	(b)	  	12.03
	(c)	  	12.03
	313(a)	  	7.06
	(b)(1)	  	N.A.
	(b)(2)	  	7.07
	(c)	  	7.06, 12.02
	(d)	  	7.06
	314(a)	  	4.03, 4.04, 12.02
	314(b)	  	N.A.
	(c)(1)	  	12.04
	(c)(2)	  	12.04
	(c)(3)	  	N.A.
	(d)	  	N.A.
	(e)	  	12.05
	315(a)	  	7.01
	(b)	  	7.05, 12.02
	(c)	  	7.01
	(d)	  	7.01
	(e)	  	6.11
	316(a) (last sentence)	  	2.11
	(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)	  	6.09
	318(a)	  	12.01

 N.A. means Not Applicable. 

  
 V 








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

  
 vi