Senior Subordinated Indenture dated as of April 10, 2007



 Exhibit 4.2 
 EXECUTION COPY 
  

 SENIOR SUBORDINATED INDENTURE 
 Dated as of April 10, 2007 
 Among 
 PTS ACQUISITION CORP., 
 CARDINAL HEALTH 409, INC. 
 the Guarantors
listed herein 
 and 
 THE BANK OF
NEW YORK 
 as Trustee 
 9.75%
SENIOR SUBORDINATED NOTES DUE 2017 
  








 CROSS-REFERENCE TABLE* 
  

			
	 Trust Indenture Act Section
	  	 Indenture Section

	 310 (a)(1)
	  	7.10
	        (a)(2)
	  	7.10
	        (a)(3)
	  	N.A.
	        (a)(4)
	  	N.A.
	        (a)(5)
	  	7.10
	        (b)
	  	7.10
	        (c)
	  	N.A.
	 311 (a)
	  	7.11
	        (b)
	  	7.11
	        (c)
	  	N.A.
	 312 (a)
	  	2.05
	        (b)
	  	14.03
	        (c)
	  	14.03
	 313 (a)
	  	7.06
	        (b)(1)
	  	N.A.
	        (b)(2)
	  	7.06;7.07
	        (c)
	  	7.06;14.02
	        (d)
	  	7.06
	 314 (a)
	  	4.03;14.02; 14.05
	        (b)
	  	N.A.
	        (c)(1)
	  	14.04
	        (c)(2)
	  	14.04
	        (c)(3)
	  	N.A.
	        (d)
	  	N.A.
	        (e)
	  	14.05
	        (f)
	  	N.A.
	 315 (a)
	  	7.01
	        (b)
	  	7.05;14.02
	        (c)
	  	7.01
	        (d)
	  	7.01
	        (e)
	  	6.14
	 316 (a)(last sentence)
	  	2.09
	        (a)(1)(A)
	  	6.05
	        (a)(1)(B)
	  	6.04
	        (a)(2)
	  	N.A.
	        (b)
	  	6.07
	        (c)
	  	2.12;9.04
	 317 (a)(1)
	  	6.08
	        (a)(2)
	  	6.12
	        (b)
	  	2.04
	 318 (a)
	  	14.01
	        (b)
	  	N.A.
	        (c)
	  	14.01

 N.A. means not applicable. 


	*	This Cross-Reference Table is not part of this Indenture. 








 TABLE OF CONTENTS 
  

					
	 	 	 	  	Page
	ARTICLE I
	
	DEFINITIONS AND INCORPORATION BY REFERENCE
			
	 SECTION 1.01.
	 	 Definitions.
	  	1
	 SECTION 1.02.
	 	 Other Definitions.
	  	36
	 SECTION 1.03.
	 	 Incorporation by Reference of Trust Indenture Act
	  	37
	 SECTION 1.04.
	 	 Rules of Construction
	  	38
	 SECTION 1.05.
	 	 Acts of Holders.
	  	39
	
	ARTICLE II
	
	THE NOTES
			
	 SECTION 2.01.
	 	 Form and Dating; Terms.
	  	40
	 SECTION 2.02.
	 	 Execution and Authentication
	  	42
	 SECTION 2.03.
	 	 Registrar and Paying Agent
	  	42
	 SECTION 2.04.
	 	 Paying Agent to Hold Money in Trust
	  	43
	 SECTION 2.05.
	 	 Holder Lists
	  	43
	 SECTION 2.06.
	 	 Transfer and Exchange.
	  	43
	 SECTION 2.07.
	 	 Replacement Notes
	  	57
	 SECTION 2.08.
	 	 Outstanding Notes
	  	57
	 SECTION 2.09.
	 	 Treasury Notes
	  	58
	 SECTION 2.10.
	 	 Temporary Notes
	  	58
	 SECTION 2.11.
	 	 Cancellation
	  	58
	 SECTION 2.12.
	 	 Defaulted Interest
	  	59
	 SECTION 2.13.
	 	 Common Code and ISIN Numbers
	  	59
	 SECTION 2.14.
	 	 Calculation of Principal Amount of Securities
	  	59
	
	ARTICLE III
	
	REDEMPTION
			
	 SECTION 3.01.
	 	 Notices to Trustee
	  	60
	 SECTION 3.02.
	 	 Selection of Notes to Be Redeemed
	  	60
	 SECTION 3.03.
	 	 Notice of Redemption
	  	60
	 SECTION 3.04.
	 	 Effect of Notice of Redemption
	  	61
	 SECTION 3.05.
	 	 Deposit of Redemption Price.
	  	61
	 SECTION 3.06.
	 	 Notes Redeemed in Part
	  	62
	 SECTION 3.07.
	 	 Optional Redemption.
	  	62
	 SECTION 3.08.
	 	 Mandatory Redemption
	  	63
	 SECTION 3.09.
	 	 Offers to Repurchase by Application of Excess Proceeds.
	  	63

  

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	 	 	 	  	Page
	ARTICLE IV
	
	COVENANTS
			
	 SECTION 4.01.
	 	 Payment of Notes
	  	65
	 SECTION 4.02.
	 	 Maintenance of Office or Agency
	  	66
	 SECTION 4.03.
	 	 Reports and Other Information.
	  	66
	 SECTION 4.04.
	 	 Compliance Certificate.
	  	68
	 SECTION 4.05.
	 	 Taxes
	  	68
	 SECTION 4.06.
	 	Stay, Extension and Usury Laws	  	68
	 SECTION 4.07.
	 	Limitation on Restricted Payments.	  	69
	 SECTION 4.08.
	 	 Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.
	  	76
	 SECTION 4.09.
	 	 Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.
	  	77
	 SECTION 4.10.
	 	 Asset Sales.
	  	83
	 SECTION 4.11.
	 	 Transactions with Affiliates
	  	86
	 SECTION 4.12.
	 	 Liens
	  	88
	 SECTION 4.13.
	 	 Company Existence
	  	88
	 SECTION 4.14.
	 	 Offer to Repurchase Upon Change of Control
	  	88
	 SECTION 4.15.
	 	 Limitation on Guarantees of Indebtedness by Restricted Subsidiaries
	  	90
	 SECTION 4.16.
	 	 Suspension of Covenants.
	  	91
	 SECTION 4.17.
	 	 Limitation on Layering.
	  	92
	
	ARTICLE V
	
	SUCCESSORS
			
	 SECTION 5.01.
	 	 Merger, Consolidation or Sale of All or Substantially All Assets.
	  	92
	 SECTION 5.02.
	 	 Successor Corporation Substituted
	  	94
	
	ARTICLE VI
	
	DEFAULTS AND REMEDIES
			
	 SECTION 6.01.
	 	 Events of Default
	  	95
	 SECTION 6.02.
	 	 Acceleration
	  	97
	 SECTION 6.03.
	 	 Other Remedies
	  	98
	 SECTION 6.04.
	 	 Waiver of Past Defaults
	  	98
	 SECTION 6.05.
	 	 Control by Majority
	  	98
	 SECTION 6.06.
	 	 Limitation on Suits
	  	98
	 SECTION 6.07.
	 	 Rights of Holders of Notes to Receive Payment
	  	99
	 SECTION 6.08.
	 	 Collection Suit by Trustee
	  	99
	 SECTION 6.09.
	 	 Restoration of Rights and Remedies
	  	99
	 SECTION 6.10.
	 	 Rights and Remedies Cumulative
	  	99
	 SECTION 6.11.
	 	 Delay or Omission Not Waiver
	  	99
	 SECTION 6.12.
	 	 Trustee May File Proofs of Claim
	  	100

  

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	 	 	 	  	Page
	 SECTION 6.13.
	 	 Priorities
	  	100
	 SECTION 6.14.
	 	 Undertaking for Costs
	  	101
	
	ARTICLE VII
	
	TRUSTEE
			
	 SECTION 7.01.
	 	 Duties of Trustee.
	  	101
	 SECTION 7.02.
	 	 Rights of Trustee.
	  	102
	 SECTION 7.03.
	 	 Individual Rights of Trustee
	  	103
	 SECTION 7.04.
	 	 Trustee’s Disclaimer
	  	103
	 SECTION 7.05.
	 	 Notice of Defaults
	  	103
	 SECTION 7.06.
	 	 Reports by Trustee to Holders of the Notes
	  	104
	 SECTION 7.07.
	 	 Compensation and Indemnity
	  	104
	 SECTION 7.08.
	 	 Replacement of Trustee
	  	105
	 SECTION 7.09.
	 	 Successor Trustee by Merger, etc.
	  	106
	 SECTION 7.10.
	 	 Eligibility; Disqualification
	  	106
	 SECTION 7.11.
	 	 Preferential Collection of Claims Against Issuer
	  	106
	
	ARTICLE VIII
	
	LEGAL DEFEASANCE AND COVENANT DEFEASANCE
			
	 SECTION 8.01.
	 	 Option to Effect Legal Defeasance or Covenant Defeasance
	  	106
	 SECTION 8.02.
	 	 Legal Defeasance and Discharge
	  	106
	 SECTION 8.03.
	 	 Covenant Defeasance
	  	107
	 SECTION 8.04.
	 	 Conditions to Legal or Covenant Defeasance
	  	108
	 SECTION 8.05.
	 	 Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions
	  	109
	 SECTION 8.06.
	 	 Repayment to Issuer
	  	110
	 SECTION 8.07.
	 	 Reinstatement
	  	110
	
	ARTICLE IX
	
	AMENDMENT, SUPPLEMENT AND WAIVER
			
	 SECTION 9.01.
	 	 Without Consent of Holders of Notes
	  	110
	 SECTION 9.02.
	 	 With Consent of Holders of Notes
	  	111
	 SECTION 9.03.
	 	 Compliance with Trust Indenture Act.
	  	113
	 SECTION 9.04.
	 	 Revocation and Effect of Consents
	  	113
	 SECTION 9.05.
	 	 Notation on or Exchange of Notes
	  	113
	 SECTION 9.06.
	 	 Trustee to Sign Amendments, etc.
	  	114
	 SECTION 9.07.
	 	 Payment for Consent
	  	114
	 SECTION 9.08.
	 	 Additional Voting Terms; Calculation of Principal Amount
	  	114

  

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	 	 	 	  	Page
	ARTICLE X
	
	SUBORDINATION OF NOTES
			
	 SECTION 10.01.
	 	 Agreement to Subordinate
	  	114
	 SECTION 10.02.
	 	 Liquidation, Dissolution, Bankruptcy
	  	115
	 SECTION 10.03.
	 	 Default on Senior Indebtedness of the Issuer
	  	115
	 SECTION 10.04.
	 	 Acceleration of Payment of Notes
	  	116
	 SECTION 10.05.
	 	 When Distribution Must Be Paid Over
	  	116
	 SECTION 10.06.
	 	 Subrogation
	  	117
	 SECTION 10.07.
	 	 Relative Rights
	  	117
	 SECTION 10.08.
	 	 Subordination May Not Be Impaired by Issuer
	  	117
	 SECTION 10.09.
	 	 Rights of Trustee and Paying Agent
	  	117
	 SECTION 10.10.
	 	 Distribution or Notice to Representative
	  	117
	 SECTION 10.11.
	 	 Article X Not to Prevent Events of Default or Limit Right to Accelerate
	  	118
	 SECTION 10.12.
	 	 Trust Moneys Not Subordinated
	  	118
	 SECTION 10.13.
	 	 Trustee Entitled to Rely
	  	118
	 SECTION 10.14.
	 	 Trustee to Effectuate Subordination
	  	118
	 SECTION 10.15.
	 	 Trustee Not Fiduciary for Holders of Senior Indebtedness of the Issuer
	  	119
	 SECTION 10.16.
	 	 Reliance by Holders of Senior Indebtedness of the Issuer on Subordination Provisions
	  	119
	
	ARTICLE XI
	
	GUARANTEES
			
	 SECTION 11.01.
	 	 Guarantee
	  	119
	 SECTION 11.02.
	 	 Limitation on Guarantor Liability
	  	121
	 SECTION 11.03.
	 	 Execution and Delivery
	  	121
	 SECTION 11.04.
	 	 Subrogation
	  	122
	 SECTION 11.05.
	 	 Benefits Acknowledged
	  	122
	 SECTION 11.06.
	 	 Release of Guarantees
	  	122
	
	ARTICLE XII
	
	SUBORDINATION OF GUARANTEES
			
	 SECTION 12.01.
	 	 Agreement to Subordinate
	  	123
	 SECTION 12.02.
	 	 Liquidation, Dissolution, Bankruptcy
	  	123
	 SECTION 12.03.
	 	 Default on Senior Indebtedness of a Guarantor
	  	123
	 SECTION 12.04.
	 	 Acceleration of Payment of Notes
	  	125
	 SECTION 12.05.
	 	 When Distribution Must Be Paid Over
	  	125
	 SECTION 12.06.
	 	 Subrogation
	  	125
	 SECTION 12.07.
	 	 Relative Rights
	  	125
	 SECTION 12.08.
	 	 Subordination May Not Be Impaired by a Guarantor
	  	125
	 SECTION 12.09.
	 	 Rights of Trustee and Paying Agent
	  	125
	 SECTION 12.10.
	 	 Distribution or Notice to Representative
	  	126

  

 -iv- 









					
	 	 	 	  	Page
	 SECTION 12.11.
	 	 Article XII Not to Prevent Events of Default or Limit Right to Demand Payment
	  	126
	 SECTION 12.12.
	 	 Trust Moneys Not Subordinated
	  	126
	 SECTION 12.13.
	 	 Trustee Entitled to Rely
	  	126
	 SECTION 12.14.
	 	 Trustee to Effectuate Subordination
	  	127
	 SECTION 12.15.
	 	 Trustee Not Fiduciary for Holders of Senior Indebtedness of Guarantors
	  	127
	 SECTION 12.16.
	 	 Reliance by Holders of Senior Indebtedness of a Guarantor on Subordination Provisions
	  	127
	
	ARTICLE XIII
	
	SATISFACTION AND DISCHARGE
			
	 SECTION 13.01.
	 	 Satisfaction and Discharge
	  	128
	 SECTION 13.02.
	 	 Application of Trust Money
	  	129
	
	ARTICLE XIV
	
	MISCELLANEOUS
			
	 SECTION 14.01.
	 	 Trust Indenture Act Controls
	  	129
	 SECTION 14.02.
	 	 Notices
	  	129
	 SECTION 14.03.
	 	 Communication by Holders of Notes with Other Holders of Notes
	  	131
	 SECTION 14.04.
	 	 Certificate and Opinion as to Conditions Precedent
	  	131
	 SECTION 14.05.
	 	 Statements Required in Certificate or Opinion
	  	131
	 SECTION 14.06.
	 	 Rules by Trustee and Agents
	  	132
	 SECTION 14.07.
	 	 No Personal Liability of Directors, Officers, Employees and Stockholders
	  	132
	 SECTION 14.08.
	 	 Governing Law
	  	132
	 SECTION 14.09.
	 	 Waiver of Jury Trial
	  	132
	 SECTION 14.10.
	 	 Force Majeure
	  	132
	 SECTION 14.11.
	 	 No Adverse Interpretation of Other Agreements
	  	132
	 SECTION 14.12.
	 	 Successors
	  	132
	 SECTION 14.13.
	 	 Severability
	  	132
	 SECTION 14.14.
	 	 Counterpart Originals
	  	132
	 SECTION 14.15.
	 	 Table of Contents, Headings, etc.
	  	133
	 SECTION 14.16.
	 	 Qualification of Indenture
	  	133
	 SECTION 14.17.
	 	 Currency of Account; Conversion of Currency; Foreign Exchange Restrictions
	  	133
	 SECTION 14.18.
	 	 Waiver of Immunities
	  	135

  

			
	 EXHIBITS
	  	
		
	 Exhibit A
	  	Form of Note
	 Exhibit B
	  	Form of Certificate of Transfer
	 Exhibit C
	  	Form of Certificate of Exchange
	 Exhibit D
	  	Form of Supplemental Indenture to Be Delivered by Subsequent Guarantors

  

 -v- 








 SENIOR SUBORDINATED NOTES INDENTURE, dated as of April 10, 2007, among PTS Acquisition Corp., a
Delaware corporation, Cardinal Health 409, Inc., a Delaware corporation, and the Guarantors (as defined herein) listed on the signature pages hereto and The Bank of New York, a New York banking corporation, as Trustee. 
 WITNESSETH 
 WHEREAS, the Issuer (as
defined herein) has duly authorized the creation of an issue of €225,000,000 aggregate principal amount of the Issuer’s 9.75% senior subordinated notes due 2017 (the “Initial Notes”); 
 WHEREAS, in connection with the Transaction (as defined herein), PTS Acquisition Corp. will merge with and into Cardinal Health 409, Inc., after which
the obligations of PTS Acquisition Corp. with respect to the due and punctual payment of the principal of, premium, if any, and interest on all the Notes and the performance and observation of each covenant and agreement under this Indenture on the
part of PTS Acquisition Corp. to be performed or observed will become obligations of Cardinal Health 409, Inc. and unconditionally and irrevocably guaranteed by the Guarantors; and 
 WHEREAS, the Issuer and each of the Guarantors has duly authorized the execution and delivery of this Indenture; 
 NOW, THEREFORE, the Issuer, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the
Holders of the Notes. 
 ARTICLE I 
 DEFINITIONS AND INCORPORATION BY REFERENCE 
 SECTION 1.01. Definitions. 
 “144A Global Note” means a Global Note substantially in the form of Exhibit A hereto bearing the Global Note Legend and the
Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Common Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule
144A. 
 “Acquired Indebtedness” means, with respect to any specified Person, 
 (1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of
such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging with or into or becoming a Restricted Subsidiary of such specified Person, and 
 (2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person. 







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

 “Additional Interest” means all additional interest then owing pursuant to the Registration Rights Agreement. 

“Additional Notes” means additional Notes (other than the Initial Notes and the Exchange Notes issued for such Initial Notes) issued
from time to time under this Indenture in accordance with Sections 2.01 and 4.09 hereof. 
 “Affiliate” of any specified
Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the
terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the
management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. 
 “Agent” means any Registrar, Paying Agent or Transfer Agent. 
 “Applicable Currency Equivalent”
means, with respect to any monetary amount in a currency other than euros, at any time for the determination thereof, the amount of euros obtained by converting such foreign currency involved in such computation into euros, at the spot rate for the
purchase of euros, with the applicable foreign currency as quoted by Reuters at approximately 10:00 A.M. (New York time) on the date that is two Business Days prior to such determination. 
 “Applicable Premium” means, with respect to any Note on any Redemption Date, the greater of: 
 (1) 1.0% of the principal amount of such Note; and 
 (2) the excess, if any, of (a) the present value at such Redemption Date of (i) the redemption price of such Note at
April 15, 2012 (such redemption price being set forth in the table set forth in Section 3.07(d) hereof), plus (ii) all required interest payments due on such Note through April 15, 2012 computed using a discount rate equal to the
Treasury Rate as of such Redemption Date plus 50 basis points over (b) the principal amount of such Note. 
 “Applicable
Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Common Depositary that apply to such transfer or exchange. 
 “Asset Sale” means: 
 (1) the sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions, of property or assets (including by way of a Sale and Lease-Back Transaction) of the Issuer or any of its
Restricted Subsidiaries (each referred to in this definition as a “disposition”); or 
  

 -2- 








 (2) the issuance or sale of Equity Interests of any Restricted Subsidiary (other than
Preferred Stock of Restricted Subsidiaries issued in compliance with Section 4.09 hereof), whether in a single transaction or a series of related transactions; 
 in each case, other than: 
 (a) any disposition of Cash Equivalents or Investment Grade Securities or obsolete or worn out equipment in the ordinary course of business or any disposition of inventory or goods (or other assets) no longer used in
the ordinary course of business; 
 (b) the disposition of all or substantially all of the assets of the Issuer in a manner
permitted pursuant to the provisions described under Section 5.01 hereof or any disposition that constitutes a Change of Control pursuant to this Indenture; 
 (c) the making of any Restricted Payment or Permitted Investment that is permitted to be made, and is made, under Section 4.07
hereof; 
 (d) any disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary in any
transaction or series of related transactions with an aggregate fair market value of less than $50.0 million; 
 (e) any
disposition of property or assets by the Issuer or a Restricted Subsidiary of the Issuer, or the issuance of securities by a Restricted Subsidiary of the Issuer, in either case, to the Issuer or another Restricted Subsidiary of the Issuer;

 (f) to the extent allowable under Section 1031 of the Internal Revenue Code of 1986, any exchange of like property
(excluding any boot thereon) for use in a Similar Business; 
 (g) the lease, assignment or sub-lease of any real or personal
property in the ordinary course of business; 
 (h) any issuance or sale of Equity Interests in, or Indebtedness or other
securities of, an Unrestricted Subsidiary; 
 (i) foreclosures, condemnation or any similar action on assets or the granting
of Liens not prohibited by this Indenture; 
 (j) sales of accounts receivable, or participations therein, or Securitization
Assets or related assets in connection with any Qualified Securitization Facility; 
 (k) any financing transaction with
respect to property built or acquired by the Issuer or any Restricted Subsidiary after the Issue Date, including Sale and Lease-Back Transactions and asset securitizations permitted by this Indenture; 
  

 -3- 








 (l) the sale or discount of inventory, accounts receivable or notes receivable in the
ordinary course of business or the conversion of accounts receivable to notes receivable; 
 (m) the licensing or
sub-licensing of intellectual property or other general intangibles in the ordinary course of business, other than the licensing of intellectual property on a long-term basis; and 
 (n) any surrender or waiver of contract rights or the settlement, release or surrender of contract rights or other litigation claims in
the ordinary course of business. 
 “Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the
relief of debtors. 
 “broker-dealer” has the meaning set forth in the Registration Rights Agreement. 
 “Business Day” means each day which is not a Legal Holiday. 
 “Capital Stock” means: 
 (1) in the case of a corporation, corporate stock; 
 (2) in the case of an association or
business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; 
 (3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and 
 (4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person. 
 “Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a
capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) prepared in accordance with GAAP. 
 “Capitalized Software Expenditures” shall mean, for any period, the aggregate of all expenditures (whether paid in cash or accrued as
liabilities) by a Person and its Restricted Subsidiaries during such period in respect of licensed or purchased software or internally developed software and software enhancements that, in conformity with GAAP, are or are required to be reflected as
capitalized costs on the consolidated balance sheet of a Person and its Restricted Subsidiaries. 
 “Cash Equivalents”
means: 
 (1) United States dollars; 
  

 -4- 








 (2) (a) pounds sterling, euros or any national currency of any participating member
state of the EMU; or 
 (b) in the case of any Foreign Subsidiary that is a Restricted Subsidiary, such local currencies held
by them from time to time in the ordinary course of business; 
 (3) securities issued or directly and fully and
unconditionally guaranteed or insured by the U.S. government or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 24 months or
less from the date of acquisition; 
 (4) certificates of deposit, time deposits and eurodollar time deposits with maturities
of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any domestic or foreign commercial bank having capital and surplus of not less than
$500.0 million in the case of U.S. banks and $100.0 million (or the U.S. Dollar Equivalent as of the date of determination) in the case of non-U.S. banks; 
 (5) repurchase obligations for underlying securities of the types described in clauses (3), (4) and (8) entered into with any
financial institution meeting the qualifications specified in clause (4) above; 
 (6) commercial paper rated at least
P-1 by Moody’s or at least A-1 by S&P and in each case maturing within 24 months after the date of creation thereof and Indebtedness or Preferred Stock issued by Persons with a rating of “A” or higher from S&P or
“A2” or higher from Moody’s with maturities of 24 months or less from the date of acquisition; 
 (7)
marketable short-term money market and similar securities having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent
rating from another Rating Agency) and in each case maturing within 24 months after the date of creation or acquisition thereof; 
 (8) readily marketable direct obligations issued by any state, commonwealth or territory of the United States or any political subdivision or taxing authority thereof having an Investment Grade Rating from either Moody’s or S&P
with maturities of 24 months or less from the date of acquisition; 
 (9) readily marketable direct obligations issued by any
foreign government or any political subdivision or public instrumentality thereof, in each case having an Investment Grade Rating from either Moody’s or S&P with maturities of 24 months or less from the date of acquisition; 
 (10) Investments with average maturities of 12 months or less from the date of acquisition in money market funds given one of the three
highest ratings by S&P or Moody’s; and 
  

 -5- 








 (11) investment funds investing 90% of their assets in securities of the types described
in clauses (1) through (10) above. 
 Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in
currencies other than those set forth in clauses (1) and (2) above, provided that such amounts are converted into any currency listed in clauses (1) and (2) as promptly as practicable and in any event within ten Business
Days following the receipt of such amounts. 
 At any time at which the value, calculated in accordance with GAAP, of all investments of the
Issuer and its Restricted Subsidiaries that were deemed, when made, to be Cash Equivalents in accordance with clauses (1) through (11) above exceeds the Indebtedness of the Issuer and its Restricted Subsidiaries, “Cash
Equivalents” shall also mean any investment (a “Qualifying Investment”) that satisfies the following two conditions: (a) the Qualifying Investment is of a type described in clauses (1) through (11) of this
definition, but has an effective maturity (whether by reason of final maturity, a put option or, in the case of an asset-backed security, an average life) of five years and one month or less from the date of such Qualifying Investment
(notwithstanding any provision contained in such clauses (1) through (10) requiring a shorter maturity); and (b) the weighted average effective maturity of such Qualifying Investment and all other investments that were made as
Qualifying Investments in accordance with this paragraph, does not exceed two years from the date of such Qualifying Investment. 
 “Change of Control” means the occurrence of any of the following: 
 (1) the sale, lease or
transfer, in one or a series of related transactions, of all or substantially all of the assets of the Issuer and its Subsidiaries, taken as a whole, to any Person other than a Permitted Holder; or 
 (2) the Issuer becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote,
written notice or otherwise) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring,
holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than one or more Permitted Holders, in a single transaction or in a related series of transactions, by way of merger, consolidation or other
business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of 50% or more of the total voting power of the Voting Stock of the Issuer (directly or through the
acquisition of voting power of Voting Stock of any of the Issuer’s direct or indirect parent companies). 
 “Clearstream” means Clearstream Banking, Société Anonyme. 
 “Common Depositary”
means a depositary common to Euroclear and Clearstream, being initially the The Bank of New York, London Branch until a successor Common Depositary, if any, shall be have become such pursuant to this Indenture, and thereafter Common Depositary shall
mean or include each Person who is then a Common Depositary hereunder. 
  

 -6- 








 “consolidated” with respect to any Person refers to such Person consolidated with its
Restricted Subsidiaries, and excludes from such consolidation any Unrestricted Subsidiary as if such Unrestricted Subsidiary were not an Affiliate of such Person. 
 “Consolidated Depreciation and Amortization Expense” means with respect to any Person for any period, the total amount of depreciation and amortization expense, including the amortization of deferred
financing fees or costs and Capitalized Software Expenditures of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP. 
 “Consolidated Interest Expense” means, with respect to any Person for any period, without duplication, the sum of: 
 (1) consolidated interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted
(and not added back) in computing Consolidated Net Income (including (a) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (b) all commissions, discounts and other fees and charges owed
with respect to letters of credit or bankers acceptances, (c) non-cash interest payments (but excluding any non-cash interest expense attributable to the movement in the mark to market valuation of Hedging Obligations or other derivative
instruments pursuant to GAAP), (d) the interest component of Capitalized Lease Obligations, and (e) net payments, if any made (less net payments, if any, received), pursuant to interest rate Hedging Obligations with respect to
Indebtedness, and excluding (t) any expense resulting from the discounting of any Indebtedness in connection with the application of purchase accounting in connection with the Transaction or any acquisition, (u) penalties and interest
relating to taxes, (v) any Additional Interest and any “additional interest” with respect to the Senior Notes or other securities, (w) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses,
(x) any expensing of bridge, commitment and other financing fees, (y) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Qualified Securitization Facility and (z) any accretion of
accrued interest on discounted liabilities); plus 
 (2) consolidated capitalized interest of such Person and its Restricted
Subsidiaries for such period, whether paid or accrued; less 
 (3) interest income for such period. 
 For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by such Person to be the
rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. 
 “Consolidated Net Income” means,
with respect to any Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided, that, without
duplication, 
  

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 (1) any after-tax effect of extraordinary, non-recurring or unusual gains or losses (less
all fees and expenses relating thereto) or expenses (including relating to the Transaction or any multi-year strategic initiatives), severance, relocation costs and curtailments or modifications to pension and post-retirement employee benefit plans
shall be excluded, 
 (2) the Net Income for such period shall not include the cumulative effect of a change in accounting
principles and changes as a result of the adoption or modification of accounting policies during such period, 
 (3) any net
after-tax gains or losses on disposal of disposed, abandoned or discontinued operations shall be excluded, 
 (4) any
after-tax effect of gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions or abandonments or the sale or other disposition of any Capital Stock of any Person other than in the ordinary course of business
shall be excluded, 
 (5) the Net Income for such period of any Person that is not a Subsidiary, or is an Unrestricted
Subsidiary, or that is accounted for by the equity method of accounting, shall be excluded; provided that Consolidated Net Income of the Issuer shall be increased by the amount of dividends or distributions or other payments that are actually
paid in cash (or to the extent converted into cash) to the Issuer or a Restricted Subsidiary thereof in respect of such period, 
 (6) solely for the purpose of determining the amount available for Restricted Payments under clause (3)(A) of Section 4.07(a) hereof, the Net Income for such period of any Restricted Subsidiary (other than any Guarantor) shall be
excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not at the date of determination permitted without any prior governmental approval (which has not been
obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless
such restriction with respect to the payment of dividends or similar distributions has been legally waived, provided that Consolidated Net Income of the Issuer will be increased by the amount of dividends or other distributions or other
payments actually paid in cash (or to the extent converted into cash) to the Issuer or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein, 
 (7) effects of adjustments (including the effects of such adjustments pushed down to the Issuer and its Restricted Subsidiaries) in the
inventory, property and equipment, software, goodwill, other intangible assets, in-process research and development, deferred revenue and debt line items in such Person’s consolidated financial statements pursuant to GAAP resulting from the
application of purchase accounting in relation to the Transaction or any consummated acquisition or the amortization or write-off of any amounts thereof, net of taxes, shall be excluded, 
  

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 (8) any after-tax effect of income (loss) from the early extinguishment of
(i) Indebtedness, (ii) Hedging Obligations or (iii) other derivative instruments shall be excluded, 
 (9) any
impairment charge or asset write-off or write-down, including impairment charges or asset write-offs or write-downs related to intangible assets, long-lived assets, investments in debt and equity securities or as a result of a change in law or
regulation, in each case, pursuant to GAAP, and the amortization of intangibles arising pursuant to GAAP shall be excluded, 
 (10) any non-cash compensation charge or expense including any such charge arising from the grants of stock appreciation or similar rights, stock options, restricted stock or other rights shall be excluded, 
 (11) any fees and expenses incurred during such period, or any amortization thereof for such period, in connection with any acquisition,
Investment, Asset Sale, issuance or repayment of Indebtedness, issuance of Equity Interests, refinancing transaction or amendment or modification of any debt instrument (in each case, including any such transaction consummated prior to the Issue
Date and any such transaction undertaken but not completed) and any charges or non-recurring merger costs incurred during such period as a result of any such transaction shall be excluded, 
 (12) accruals and reserves that are established within twelve months after the Issue Date that are so required to be established as a
result of the Transaction in accordance with GAAP shall be excluded; and 
 (13) the following items shall be excluded:

 (a) any net unrealized gain or loss (after any offset) resulting in such period from Hedging Obligations and the
application of Statement of Financial Accounting Standards No. 133; and 
 (b) any net unrealized gain or loss (after any
offset) resulting in such period from currency translation gains or losses including those (i) related to currency remeasurements of Indebtedness and (ii) resulting from hedge agreements for currency exchange risk. 
 In addition, to the extent not already included in the Consolidated Net Income of such Person and its Restricted Subsidiaries, notwithstanding anything
to the contrary in the foregoing, Consolidated Net Income shall include the amount of proceeds received from business interruption insurance and reimbursements of any expenses and charges that are covered by indemnification or other reimbursement
provisions in connection with any Permitted Investment or any sale, conveyance, transfer or other disposition of assets permitted under this Indenture. 
 Notwithstanding the foregoing, for the purpose of Section 4.07 hereof only (other than clause (3)(D) of Section 4.07(a) hereof), there shall be excluded from Consolidated Net Income any income arising
from any sale or other disposition of Restricted Investments made by 

  

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the Issuer and its Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments from the Issuer and its Restricted Subsidiaries, any
repayments of loans and advances which constitute Restricted Investments by the Issuer or any of its Restricted Subsidiaries, any sale of the stock of an Unrestricted Subsidiary or any distribution or dividend from an Unrestricted Subsidiary, in
each case only to the extent such amounts increase the amount of Restricted Payments permitted under clause (3)(D) of Section 4.07(a) hereof. 
 “Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“primary
obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent, 
 (1) to purchase any such primary obligation or any property constituting direct or indirect security therefor, 
 (2) to advance or supply funds 
 (a) for the purchase or payment of any such primary obligation, or 
 (b) to maintain working
capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, or 
 (3) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect
thereof. 
 “Corporate Trust Office of the Trustee” shall be at the address of the Trustee specified in Section 14.02
hereof or such other address as to which the Trustee may give notice to the Holders and the Issuer. 
 “Credit Facilities”
means, with respect to the Issuer or any of its Restricted Subsidiaries, one or more debt facilities, including the Senior Credit Facilities, or other financing arrangements (including, without limitation, commercial paper facilities or indentures)
providing for revolving credit loans, term loans, letters of credit or other long-term indebtedness, including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments,
supplements, modifications, extensions, renewals, restatements or refundings thereof and any indentures or credit facilities or commercial paper facilities that replace, refund or refinance any part of the loans, notes, other credit facilities or
commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount permitted to be borrowed thereunder or alters the maturity thereof (provided that such increase in borrowings is
permitted under Section 4.09 hereof) or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, lender or group of lenders. 
 “Custodian” means the Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto. 
  

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 “Default” means any event that is, or with the passage of time or the giving of notice
or both would be, an Event of Default. 
 “Definitive Note” means a certificated Note registered in the name of the Holder
thereof and issued in accordance with Section 2.06(c) hereof, substantially in the form of Exhibit A hereto, except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in
the Global Note” attached thereto. 
 “Designated Non-cash Consideration” means the fair market value of non-cash
consideration received by the Issuer or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation,
executed by the principal financial officer of the Issuer, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration. 
 “Designated Preferred Stock” means Preferred Stock of the Issuer or any parent corporation thereof (in each case other than Disqualified
Stock) that is issued for cash (other than to a Restricted Subsidiary or an employee stock ownership plan or trust established by the Issuer or any of its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an
Officer’s Certificate executed by the principal financial officer of the Issuer or the applicable parent corporation thereof, as the case may be, on the issuance date thereof, the cash proceeds of which are excluded from the calculation set
forth in clause (3) of Section 4.07(a) hereof. 
 “Designated Senior Indebtedness” means: 
 (1) any Indebtedness outstanding under the Senior Credit Facilities; 
 (2) the Senior Notes; and 
 (3) any other Senior Indebtedness permitted under this Indenture, the principal
amount of which is $50.0 million or more and that has been designated by the Issuer as “Designated Senior Indebtedness.” 
 “Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which, by its terms, or by the terms of any security into which it is convertible or for which it is putable or exchangeable, or upon
the happening of any event, matures or is mandatorily redeemable (other than solely as a result of a change of control or asset sale) pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other
than solely as a result of a change of control or asset sale), in whole or in part, in each case prior to the date 91 days after the earlier of the maturity date of the Notes or the date the Notes are no longer outstanding; provided, that if
such Capital Stock is issued to any plan for the benefit of employees of the Issuer or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be
repurchased by the Issuer or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations. 
 “Domestic
Subsidiary” means, with respect to any Person, any Restricted Subsidiary of such Person other than a Foreign Subsidiary. 
  

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 “EBITDA” means, with respect to any Person for any period, the Consolidated Net Income
of such Person for such period 
 (1) increased (without duplication) by the following, in each case to the extent deducted in
determining Consolidated Net Income for such period: 
 (a) provision for taxes based on income or profits or capital,
including, without limitation, state, franchise and similar taxes (such as the Pennsylvania capital tax and Texas margin tax) and foreign withholding taxes of such Person paid or accrued during such period deducted (and not added back) in computing
Consolidated Net Income; plus 
 (b) Fixed Charges of such Person for such period (including (x) net losses or
Hedging Obligations or other derivative instruments entered into for the purpose of hedging interest rate risk, (y) bank fees and (z) costs of surety bonds in connection with financing activities, plus amounts excluded from Consolidated
Interest Expense as set forth in clauses (1)(t) through (z) in the definition thereof) to the extent the same were deducted (and not added back) in calculating such Consolidated Net Income; plus 
 (c) Consolidated Depreciation and Amortization Expense of such Person for such period to the extent the same were deducted (and not added
back) in computing Consolidated Net Income; plus 
 (d) any expenses or charges (other than depreciation or
amortization expense) related to any Equity Offering, Permitted Investment, acquisition, disposition, recapitalization or the incurrence of Indebtedness permitted to be incurred by this Indenture (including a refinancing thereof) (whether or not
successful), including (i) such fees, expenses or charges related to the offering of the Notes, the Senior Notes and the Credit Facilities and (ii) any amendment or other modification of the Notes, Senior Notes and the Credit Facilities
and, in each case, deducted (and not added back) in computing Consolidated Net Income; plus 
 (e) the amount of any
restructuring charges, integration costs or other business optimization expenses, costs associated with establishing new facilities or reserves deducted (and not added back) in such period in computing Consolidated Net Income, including any one-time
costs incurred in connection with acquisitions after the Issue Date, and costs related to the closure and/or consolidation of facilities; plus 
 (f) any other non-cash charges, including any write offs or write downs reducing Consolidated Net Income for such period (provided that if any such non-cash charges represent an accrual or reserve for potential
cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period); plus 
  

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 (g) the amount of any minority interest expense consisting of Subsidiary income
attributable to minority equity interests of third parties in any non-Wholly Owned Subsidiary deducted (and not added back) in such period in calculating Consolidated Net Income; plus 
 (h) the amount of management, monitoring, consulting and advisory fees (including termination fees) and related indemnities and expenses
paid or accrued in such period under the Management Fee Agreement or otherwise to the Investors to the extent otherwise permitted under Section 4.11 hereof and deducted (and not added back) in such period in computing Consolidated Net Income;
plus 
 (i) the amount of net cost savings projected by the Issuer in good faith to be realized as a result of
specified actions taken or initiated (calculated on a pro forma basis as though such cost savings had been realized on the first day of such period), net of the amount of actual benefits realized during such period from such actions;
provided that (x) such cost savings are reasonably identifiable and factually supportable, (y) such actions are taken no later than 36 months after the Issue Date and (z) the aggregate amount of cost savings added pursuant to
this clause (i) shall not exceed $50.0 million for any four consecutive quarter period (which adjustments may be incremental to pro forma cost savings adjustments made pursuant to the definition of “Fixed Charge Coverage
Ratio”); plus 
 (j) the amount of loss on sale of receivables, Securitization Assets and related assets to the
Securitization Subsidiary in connection with a Qualified Securitization Facility; plus 
 (k) any costs or expense
incurred by the Issuer or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such
cost or expenses are funded with cash proceeds contributed to the capital of the Issuer or net cash proceeds of an issuance of Equity Interest of the Issuer (other than Disqualified Stock) solely to the extent that such net cash proceeds are
excluded from the calculation set forth in clause (3) of Section 4.07(a) hereof; plus 
 (l) cash receipts
(or any netting arrangements resulting in reduced cash expenditures) not representing EBITDA or Net Income in any period to the extent non-cash gains relating to such income were deducted in the calculation of EBITDA pursuant to clause
(2) below for any previous period and not added back; plus 
 (m) any net loss from disposed or discontinued
operations, including, for the avoidance of doubt, operating losses related to the closure of the Issuer’s Nexus facility; plus 
  

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 (n) interest income or investment earnings on retiree medical and intellectual property,
royalty or license receivables; plus 
 (o) the amount of allocated expenses from Cardinal Health, Inc. that are
projected by the Issuer in good faith to be in excess of its stand-alone costs; 
 (2) decreased (without duplication) by the
following, in each case to the extent included in determining Consolidated Net Income for such period: 
 (a) non-cash gains
increasing Consolidated Net Income of such Person for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced EBITDA in any prior period and any non-cash
gains with respect to cash actually received in a prior period so long as such cash did not increase EBITDA in such prior period; plus 
 (b) any net income from disposed or discontinued operations; provided that, for the avoidance of doubt, the Issuer’s Fort Worth, Texas facility will not, during the twelve-month period after the Issue
Date, be considered as disposed or discontinued operations; and 
 (3) increased or decreased by (without duplication), as
applicable, any adjustments resulting from the application of FASB Interpretation No. 45 (Guarantees). 
 “EMU” means
economic and monetary union as contemplated in the Treaty on European Union. 
 “Equity Interests” means Capital Stock and
all warrants, options or other rights to acquire Capital Stock, but excluding any debt security that is convertible into, or exchangeable for, Capital Stock. 
 “Equity Offering” means any public or private sale of common stock or Preferred Stock of the Issuer or any of its direct or indirect parent companies (excluding Disqualified Stock), other than:

 (1) public offerings with respect to the Issuer’s or any direct or indirect parent company’s common stock
registered on Form S-4 or Form S-8; 
 (2) issuances to any Subsidiary of the Issuer; and 
 (3) any such public or private sale that constitutes an Excluded Contribution. 
 “euro” means the single currency of participating member states of the EMU. 
 “Euroclear” means Euroclear Bank S.A./N.V., as operator of the Euroclear system. 
 “European Government Securities” means any security that is (a) a direct obligation of any country that is a member
state of the European Monetary Union for the payment of which the full faith and credit of such country is pledged or (b) an obligation of a 

  

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Person controlled or supervised by and acting as an agency or instrumentality of any such country the payment of which is unconditionally guaranteed as a
full faith and credit obligation by such country, which, in either case under the preceding clause (a) or (b), is not callable or redeemable at the option of the issuer thereof. 
 “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

 “Exchange Notes” means the Notes issued in the Exchange Offer pursuant to Section 2.06(f) hereof. 
 “Exchange Offer” has the meaning set forth in the Registration Rights Agreement. 
 “Exchange Offer Registration Statement” has the meaning set forth in the Registration Rights Agreement. 
 “Excluded Contribution” means net cash proceeds, marketable securities or Qualified Proceeds received by the Issuer from 
 (1) contributions to its common equity capital, and 
 (2) the sale (other than to a Subsidiary of the Issuer or to any management equity plan or stock option plan or any other management or
employee benefit plan or agreement of the Issuer) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of the Issuer, 
 in each
case designated as Excluded Contributions pursuant to an Officer’s Certificate executed by the principal financial officer of the Issuer on the date such capital contributions are made or the date such Capital Stock is sold, as the case may be,
which are excluded from the calculation set forth in clause (3) of Section 4.07(a) hereof. 
 “fair market value”
means, with respect to any asset or liability, the fair market value of such asset or liability as determined by the Issuer in good faith; provided that if the fair market value is equal to or exceeds $50.0 million, such determination shall
be made by the board of directors of the Issuer in good faith. 
 “Fixed Charge Coverage Ratio” means, with respect to any
Person for any period, the ratio of EBITDA of such Person for such period to the Fixed Charges of such Person for such period. In the event that the Issuer or any Restricted Subsidiary incurs, assumes, guarantees, redeems, retires or extinguishes
any Indebtedness (other than Indebtedness incurred under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) or issues or redeems Disqualified Stock or Preferred Stock subsequent to the
commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to or simultaneously with the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Fixed Charge Coverage Ratio
Calculation Date”), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement or extinguishment of Indebtedness, or such issuance or
redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period. 
  

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 For purposes of making the computation referred to above, Investments, acquisitions, dispositions,
mergers, consolidations and disposed operations (as determined in accordance with GAAP) that have been made by the Issuer or any of its Restricted Subsidiaries during the four-quarter reference period or subsequent to such reference period and on or
prior to or simultaneously with the Fixed Charge Coverage Ratio Calculation Date shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, consolidations and disposed operations
(and the change in any associated fixed charge obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a
Restricted Subsidiary or was merged with or into the Issuer or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, acquisition, disposition, merger, consolidation or disposed operation that would
have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger, consolidation or
disposed operation had occurred at the beginning of the applicable four-quarter period. 
 For purposes of this definition, whenever
pro forma effect is to be given to a transaction, Investment, acquisition, disposition, merger or consolidation (including the Transaction) and the amount of income or earnings relating thereto, the pro forma calculations
shall be made in good faith by a responsible financial or accounting officer of the Issuer (and may include, for the avoidance of doubt, cost savings and operating expense reductions resulting from such Investment, acquisition, merger or
consolidation (including the Transaction) which is being given pro forma effect that have been or are expected to be realized). If any Indebtedness bears a floating rate of interest and is being given pro forma effect,
the interest on such Indebtedness shall be calculated as if the rate in effect on the Fixed Charge Coverage Ratio Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such
Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Issuer to be the rate of interest implicit in such Capitalized
Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average
daily balance of such Indebtedness during the applicable period except as set forth in the first paragraph of this definition. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar
rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Issuer may designate. 
 “Fixed Charges” means, with respect to any Person for any period, the sum of, without duplication: 
 (1) Consolidated Interest Expense of such Person for such period; 
  

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 (2) all cash dividends or other distributions paid (excluding items eliminated in
consolidation) on any series of Preferred Stock during such period; and 
 (3) all cash dividends or other distributions paid
(excluding items eliminated in consolidation) on any series of Disqualified Stock during such period. 
 “Foreign
Subsidiary” means, with respect to any Person, any Restricted Subsidiary of such Person that is not organized or existing under the laws of the United States, any state thereof or the District of Columbia and any Restricted Subsidiary of
such Foreign Subsidiary. 
 “GAAP” means generally accepted accounting principles in the United States which are in effect
on the Issue Date. 
 “Global Note Legend” means the legend set forth in Section 2.06(g)(ii) hereof, which is required
to be placed on all Global Notes issued under this Indenture. 
 “Global Notes” means, individually and collectively, each
of the Restricted Global Notes and the Unrestricted Global Notes, substantially in the form of Exhibit A hereto, issued in accordance with Sections 2.01, 2.06(b), 2.06(d) or 2.06(f) hereof. 
 “guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business),
direct or indirect, in any manner (including letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations. 
 “Guarantee” means the guarantee by any Guarantor of the Issuer’s Obligations under this Indenture and the Notes. 
 “Guarantor” means each Subsidiary of the Issuer, if any, that Guarantees the Notes in accordance with the terms of this Indenture,
including, as of the Issue Date, the Initial Guarantors. 
 “Hedging Obligations” means, with respect to any Person, the
obligations of such Person under any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, commodity swap agreement, commodity cap agreement, commodity collar agreement, foreign exchange contract, currency swap
agreement or similar agreement providing for the transfer or mitigation of interest rate or currency risks either generally or under specific contingencies. 
 “Holder” means the Person in whose name a Note is registered on the Registrar’s books. 
 “Indebtedness” means, with respect to any Person, without duplication: 
 (1) any indebtedness
(including principal and premium) of such Person, whether or not contingent: 
 (a) in respect of borrowed money; 

 

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 (b) evidenced by bonds, notes, debentures or similar instruments or letters of credit or
bankers’ acceptances (or, without duplication, reimbursement agreements in respect thereof); 
 (c) representing the
balance deferred and unpaid of the purchase price of any property (including Capitalized Lease Obligations), except (i) any such balance that constitutes an obligation in respect of a commercial letter of credit, a trade payable or similar
obligation to a trade creditor, in each case accrued in the ordinary course of business and (ii) any earn-out obligations until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP and if not paid
after becoming due and payable; or 
 (d) representing any Hedging Obligations, 
 if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a
balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP; provided, that Indebtedness of any direct or indirect parent of the Issuer appearing upon the balance sheet of the Issuer solely by reason of
push-down accounting under GAAP shall be excluded; 
 (2) to the extent not otherwise included, any obligation by such Person
to be liable for, or to pay, as obligor, guarantor or otherwise, on the obligations of the type referred to in clause (1) of a third Person (whether or not such items would appear upon the balance sheet of the such obligor or guarantor), other
than by endorsement of negotiable instruments for collection in the ordinary course of business; and 
 (3) to the extent not
otherwise included, the obligations of the type referred to in clause (1) of a third Person secured by a Lien on any asset owned by such first Person, whether or not such Indebtedness is assumed by such first Person; 
 provided, that notwithstanding the foregoing, Indebtedness shall be deemed not to include (a) Contingent Obligations incurred in the ordinary course of
business or (b) obligations under or in respect of Qualified Securitization Facilities. 
 “Indenture” means this
Senior Subordinated Indenture, as amended or supplemented from time to time. 
 “Independent Financial Advisor” means an
accounting, appraisal, investment banking firm or consultant to Persons engaged in Similar Businesses of nationally recognized standing that is, in the good faith judgment of the Issuer, qualified to perform the task for which it has been engaged.

 “Indirect Participant” means a Person who holds a beneficial interest in a Global Note through a Participant. 

“Initial Guarantors” means Cardinal Health 400, Inc. (f/k/a Automatic Liquid Packaging, Inc.), Cardinal Health 406, LLC, Cardinal
Health 421, Inc. (f/k/a RPS Technical Services, Inc.), Cardinal Health PTS, LLC, Glacier Corporation and R.P. Scherer Technologies, Inc. 
  

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 “Initial Notes” is defined in the recitals hereto. 
 “Initial Purchasers” means Morgan Stanley & Co. Incorporated, Goldman, Sachs & Co., Banc of America Securities LLC,
Banc of America Securities Limited, Deutsche Bank Securities Inc., Deutsche Bank AG, London Branch, GE Capital Markets, Inc. and GE Corporate Finance Bank SAS. 
 “Interest Payment Date” means April 15 and October 15 of each year to stated maturity. 
 “Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency. 
 “Investment Grade Securities” means: 
 (1) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (other than Cash Equivalents); 
 (2) debt securities or debt instruments with an Investment Grade Rating, but excluding any debt securities or instruments constituting
loans or advances among the Issuer and its Subsidiaries; 
 (3) investments in any fund that invests exclusively in
investments of the type described in clauses (1) and (2) which fund may also hold immaterial amounts of cash pending investment or distribution; and 
 (4) corresponding instruments in countries other than the United States customarily utilized for high quality investments. 
 “Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of
loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit, advances to customers, commission, travel and similar advances to officers and employees, in each case made in the ordinary course of
business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet (excluding the footnotes)
of the Issuer in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. For purposes of the definition of “Unrestricted Subsidiary” and
Section 4.07 hereof: 
 (1) “Investments” shall include the portion (proportionate to the Issuer’s equity
interest in such Subsidiary) of the fair market value of the net assets of a Subsidiary of the Issuer at the time that such Subsidiary is designated an Unrestricted Subsidiary; 

  

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provided, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Issuer shall be deemed to continue to have a permanent
“Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to: 
 (a) the Issuer’s
“Investment” in such Subsidiary at the time of such redesignation; less 
 (b) the portion (proportionate to the
Issuer’s Equity Interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation; and 
 (2) any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer. 
 The amount of any Investment outstanding at any time shall be the original cost of such Investment, reduced by any dividend, distribution, interest payment, return of capital, repayment or other amount received in
cash by the Issuer or a Restricted Subsidiary in respect of such Investment. 
 “Investors” means The Blackstone Group and,
if applicable, each of its respective Affiliates and funds or partnerships managed by it or its respective Affiliates but not including, however, any portfolio companies of any of the foregoing. 
 “Issue Date” means April 10, 2007. 
 “Issuer” means PTS Acquisition Corp., a Delaware corporation, prior to the Transaction and the Merger and Cardinal Health 409, Inc., a Delaware corporation, as the surviving corporation after the
Acquisition and the Merger (and not to any of their Subsidiaries) and its successors. 
 “Issuer Order” means a written
request or order signed on behalf of the Issuer by an Officer of the Issuer, who must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Issuer, and delivered to the Trustee.

 “Legal Holiday” means a Saturday, a Sunday or a day on which commercial banking institutions are not required to be open
in the State of New York. 
 “Letter of Transmittal” means the letter of transmittal to be prepared by the Issuer and sent
to all Holders of the Notes for use by such Holders in connection with the Exchange Offer. 
 “Lien” means, with respect to
any asset, any mortgage, lien (statutory or otherwise), pledge, hypothecation, charge, security interest, preference, priority or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under
applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement
under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided that in no event shall an operating lease be deemed to constitute a Lien. 
  


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 “Management Fee Agreement” means the management agreement between certain of the
management companies associated with the Investors or their advisors, if applicable, and the Issuer. 
 “Merger” means the
merger, on the Issue Date, of PTS Acquisition Corp. with and into Cardinal Health 409, Inc., with Cardinal Health 409, Inc. as the surviving corporation. 
 “Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency business. 
 “Net Income” means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends. 

“Net Proceeds” means the aggregate cash proceeds received by the Issuer or any of its Restricted Subsidiaries in respect of any Asset
Sale, including any cash received upon the sale or other disposition of any Designated Non-cash Consideration received in any Asset Sale, net of the direct costs relating to such Asset Sale and the sale or disposition of such Designated Non-cash
Consideration, including legal, accounting and investment banking fees, and brokerage and sales commissions, any relocation expenses incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax
credits or deductions and any tax sharing arrangements), amounts required to be applied to the repayment of principal, premium, if any, and interest on Senior Indebtedness required (other than required by clause (1) of Section 4.10(b)
hereof) to be paid as a result of such transaction and any deduction of appropriate amounts to be provided by the Issuer or any of its Restricted Subsidiaries as a reserve in accordance with GAAP against any liabilities associated with the asset
disposed of in such transaction and retained by the Issuer or any of its Restricted Subsidiaries after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental
matters or against any indemnification obligations associated with such transaction. 
 “Non-U.S. Person” means a Person who
is not a U.S. Person. 
 “Notes” means the Initial Notes, the Exchange Notes and more particularly means any Note
authenticated and delivered under this Indenture. For all purposes of this Indenture, the term “Notes” shall also include any Additional Notes that may be issued under a supplemental indenture. The Notes (including, in each case, any
Exchange Notes issued in exchange therefor) shall be treated as a single class for all purposes under this Indenture. 
 “Obligations” means any principal, interest (including any interest accruing on or subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation
with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and
banker’s acceptances), damages and other liabilities, and guarantees of payment of such principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any
Indebtedness. 
  

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 “Offering Circular” means the confidential offering memorandum, dated April 4,
2007, relating to the sale of the Initial Notes. 
 “Officer” means the Chairman of the Board, the Chief Executive Officer,
the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of the Issuer. 
 “Officer’s Certificate” means a certificate signed on behalf of the Issuer by an Officer of the Issuer, who must be the principal executive officer, the principal financial officer, the treasurer or the principal
accounting officer of the Issuer, that meets the requirements set forth in this Indenture. 
 “Opinion of Counsel” means a
written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the Issuer or the Trustee. 
 “Participant” means, with respect to Euroclear or Clearstream, a Person who has an account with Euroclear or Clearstream, respectively. 
 “Permitted Asset Swap” means the substantially concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and cash or Cash Equivalents between the
Issuer or any of its Restricted Subsidiaries and another Person; provided, that any cash or Cash Equivalents received must be applied in accordance with Section 4.10 hereof. 
 “Permitted Holders” means each of the Investors and members of management of the Issuer or its direct or indirect parent companies on
the Issue Date who are holders of Equity Interests of the Issuer (or any of its direct or indirect parent companies) and any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision)
of which any of the foregoing are members; provided, that, in the case of such group and without giving effect to the existence of such group or any other group, such Investors and members of management, collectively, have beneficial
ownership of more than 50% of the total voting power of the Voting Stock of the Issuer or any of its direct or indirect parent companies. 
 “Permitted Investments” means: 
 (1) any Investment in the Issuer or any of its Restricted
Subsidiaries; 
 (2) any Investment in cash and Cash Equivalents or Investment Grade Securities with a maturity of less than
two years from the date of purchase; 
 (3) any Investment by the Issuer or any of its Restricted Subsidiaries in a Person
that is engaged in a Similar Business if as a result of such Investment: 
 (a) such Person becomes a Restricted Subsidiary;
or 
  

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 (b) such Person, in one transaction or a series of related transactions, is merged or
consolidated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Issuer or a Restricted Subsidiary, 
 and, in each case, any Investment held by such Person; provided, that such Investment was not acquired by such Person in contemplation of such acquisition, merger, consolidation or transfer; 
 (4) any Investment in securities or other assets not constituting cash, Cash Equivalents or Investment Grade Securities and received in
connection with an Asset Sale made pursuant to the provisions described under Section 4.10 hereof or any other disposition of assets not constituting an Asset Sale; 
 (5) any Investment existing on the Issue Date; 
 (6) any Investment acquired by the Issuer or any of its Restricted Subsidiaries: 
 (a) in exchange for any other Investment or accounts receivable held by the Issuer or any such Restricted Subsidiary in connection with or
as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable (including any trade creditor or customer); or 
 (b) as a result of a foreclosure by the Issuer or any of its Restricted Subsidiaries with respect to any secured Investment or other
transfer of title with respect to any secured Investment in default; 
 (7) Hedging Obligations permitted under clause
(10) of Section 4.09(b) hereof; 
 (8) any Investment in a Similar Business having an aggregate fair market value,
taken together with all other Investments made pursuant to this clause (8) that are at that time outstanding, not to exceed 3.5% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the
time made and without giving effect to subsequent changes in value); 
 (9) Investments the payment for which consists of
Equity Interests (exclusive of Disqualified Stock) of the Issuer, or any of its direct or indirect parent companies; provided, that such Equity Interests will not increase the amount available for Restricted Payments under clause (3) of
Section 4.07(a) hereof; 
 (10) guarantees of Indebtedness permitted under Section 4.09 hereof; 
 (11) any transaction to the extent it constitutes an Investment that is permitted and made in accordance with the provisions of
Section 4.11(b) hereof (except transactions described in clauses (2), (5) and (9) of Section 4.11(b) hereof); 
 (12) Investments consisting of purchases and acquisitions of inventory, supplies, material or equipment; 
  

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 (13) additional Investments having an aggregate fair market value, taken together with
all other Investments made pursuant to this clause (13) that are at that time outstanding (without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities),
not to exceed 4.0% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value); 
 (14) Investments in or relating to a Securitization Subsidiary that, in the good faith determination of the Issuer are necessary or
advisable to effect any Qualified Securitization Facility or any repurchase obligation in connection therewith; 
 (15)
advances to, or guarantees of Indebtedness of, employees not in excess of $25.0 million outstanding at any one time, in the aggregate; 
 (16) loans and advances to officers, directors and employees for business-related travel expenses, moving expenses and other similar expenses, in each case incurred in the ordinary course of business or consistent
with past practices or to fund such Person’s purchase of Equity Interests of the Issuer or any direct or indirect parent company thereof; and 
 (17) advances, loans or extensions of trade credit in the ordinary course of business by the Issuer or any of its Restricted Subsidiaries. 
 “Permitted Junior Securities” means: 
 (1) Equity Interests in the Issuer,
any Guarantor or any direct or indirect parent of the Issuer; or 
 (2) unsecured debt securities that are subordinated to all
Senior Indebtedness (and any debt securities issued in exchange for Senior Indebtedness) to substantially the same extent as, or to a greater extent than, the Notes and the related Guarantees are subordinated to Senior Indebtedness under this
Indenture; 
 provided that the term “Permitted Junior Securities” shall not include any securities distributed pursuant to a plan of
reorganization if the Indebtedness under the Senior Credit Facilities is treated as part of the same class as the Notes for purposes of such plan of reorganization; provided further that to the extent that any Senior Indebtedness of
the Issuer or the Issuer outstanding on the date of consummation of any such plan of reorganization is not paid in full in cash on such date, the holders of any such Senior Indebtedness not so paid in full in cash have consented to the terms of such
plan of reorganization. 
 “Permitted Liens” means, with respect to any Person: 
 (1) pledges or deposits by such Person under workmen’s compensation laws, unemployment insurance laws or similar legislation, or good
faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such 

  

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Person or deposits of cash or U.S. government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested
taxes or import duties or for the payment of rent, in each case incurred in the ordinary course of business; 
 (2) Liens
imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens, in each case for sums not yet overdue for a period of more than 30 days or being contested in good faith by appropriate proceedings or other Liens arising out of
judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review if adequate reserves with respect thereto are maintained on the books of such Person in accordance with
GAAP; 
 (3) Liens for taxes, assessments or other governmental charges not yet overdue for a period of more than 30 days or
payable or subject to penalties for nonpayment or which are being contested in good faith by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;

 (4) Liens in favor of issuers of performance and surety bonds or bid bonds or with respect to other regulatory requirements
or letters of credit issued pursuant to the request of and for the account of such Person in the ordinary course of its business; 
 (5) minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other
restrictions as to the use of real properties or Liens incidental, to the conduct of the business of such Person or to the ownership of its properties which were not incurred in connection with Indebtedness and which do not in the aggregate
materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person; 
 (6) Liens securing Indebtedness permitted to be incurred pursuant to clause (4) or (12)(b) of Section 4.09(b) hereof; 
 (7) Liens existing on the Issue Date; 
 (8) Liens on property or shares of stock or other assets of a Person at the time such Person becomes a Subsidiary; provided, that such Liens are not created or incurred in connection with, or in contemplation
of, such other Person becoming such a Subsidiary; provided, further, that such Liens may not extend to any other property or other assets owned by the Issuer or any of its Restricted Subsidiaries; 
 (9) Liens on property or other assets at the time the Issuer or a Restricted Subsidiary acquired the property or such other assets,
including any acquisition by means of a merger or consolidation with or into the Issuer or any of its Restricted Subsidiaries; provided, that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition;
provided, further, that the Liens may not extend to any other property owned by the Issuer or any of its Restricted Subsidiaries; 
  

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 (10) Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to
the Issuer or another Restricted Subsidiary permitted to be incurred in accordance with Section 4.09 hereof; 
 (11)
Liens securing Hedging Obligations so long as related Indebtedness is, and is permitted to be under this Indenture, secured by a Lien on the same property securing such Hedging Obligations; 
 (12) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of
bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods; 
 (13) leases, subleases, licenses or sublicenses granted to others in the ordinary course of business which do not materially interfere
with the ordinary conduct of the business of the Issuer or any of its Restricted Subsidiaries and do not secure any Indebtedness; 
 (14) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by the Issuer and its Restricted Subsidiaries in the ordinary course of business; 
 (15) Liens in favor of the Issuer or any Subsidiary Guarantor; 
 (16) Liens on equipment of the Issuer or any of its Restricted Subsidiaries granted in the ordinary course of business to the
Issuer’s clients; 
 (17) Liens on accounts receivable, Securitization Assets and related assets incurred in connection
with a Qualified Securitization Facility; 
 (18) Liens to secure any refinancing, refunding, extension, renewal or
replacement (or successive refinancing, refunding, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (6), (7), (8) and (9); provided, that
(a) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property), and (b) the Indebtedness secured by such Lien at such time is not increased to any amount greater
than the sum of (i) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (6), (7), (8) and (9) at the time the original Lien became a Permitted Lien under this Indenture, and
(ii) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement; 
 (19) deposits made in the ordinary course of business to secure liability to insurance carriers; 
 (20) other Liens securing obligations incurred in the ordinary course of business which obligations do not exceed $50.0 million at any one time outstanding; 
  

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 (21) Liens securing judgments for the payment of money not constituting an Event of
Default under clause (5) under Section 6.01 hereof so long as such Liens are adequately bonded and any appropriate legal proceedings that may have been duly initiated for the review of such judgment have not been finally terminated or the
period within which such proceedings may be initiated has not expired; 
 (22) Liens in favor of customs and revenue
authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business; 
 (23) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity
brokerage accounts incurred in the ordinary course of business, and (iii) in favor of banking institutions arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in
the banking industry; 
 (24) Liens deemed to exist in connection with Investments in repurchase agreements permitted under
Section 4.09 hereof; provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement; 
 (25) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and
not for speculative purposes; 
 (26) Liens that are contractual rights of set-off (i) relating to the establishment of
depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Issuer or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar
obligations incurred in the ordinary course of business of the Issuer and its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Issuer or any of its Restricted Subsidiaries in
the ordinary course of business; 
 (27) Liens securing obligations owed by the Issuer or any Restricted Subsidiary to any
lender under the Senior Credit Facilities or any Affiliate of such a lender in respect of any overdraft and related liabilities arising from treasury, depository and cash management services or any automated clearing house transfers of funds;

 (28) Liens securing Indebtedness the proceeds of which are used to develop or construct new facilities (or any improvements
to existing facilities) or equipment (or any improvements to existing equipment) designed primarily for the purpose of air or water pollutions control; provided that such Indebtedness is permitted to be incurred by the terms of this Indenture
and such Liens do not extend to any assets of the Issuer or its Restricted Subsidiaries other than the assets acquired or improved with the proceeds of the Indebtedness secured by such Lien; and 
  

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 (29) any encumbrance or restriction (including put and call arrangements) with respect to
capital stock of any joint venture or similar arrangement pursuant to any joint venture or similar agreement. 
 For purposes of this
definition, the term “Indebtedness” shall be deemed to include interest on such Indebtedness. 
 “Person” means
any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity. 
 “PIK Interest” means interest paid in the form of increasing the outstanding principal amount of the Senior Notes or issuing PIK Notes.

 “PIK Notes” means additional Senior Notes issued under the Senior Indenture on the same terms and conditions as the
Senior Notes issued on the Issue Date in connection with a PIK Payment. For purposes of this Indenture, all references to “PIK Notes” shall include the Related PIK Notes. 
 “PIK Payment” means an interest payment with respect to the Senior Notes made by increasing the outstanding principal amount of the
Senior Notes or issuing PIK Notes. 
 “Preferred Stock” means any Equity Interest with preferential rights of payment of
dividends or upon liquidation, dissolution, or winding up. 
 “Private Placement Legend” means the legend set forth in
Section 2.06(g)(i) hereof to be placed on all Notes issued under this Indenture, except where otherwise permitted by the provisions of this Indenture. 
 “QIB” means a “qualified institutional buyer” as defined in Rule 144A. 
 “Qualified Proceeds” means the fair market value of assets that are used or useful in, or Capital Stock of any Person engaged in, a Similar Business. 
 “Qualified Securitization Facility” means any Securitization Facility (a) constituting a securitization financing facility that
meets the following conditions: (1) the board of directors of the Issuer shall have determined in good faith that such Securitization Facility (including financing terms, covenants, termination events and other provisions) is in the aggregate
economically fair and reasonable to the Issuer and the applicable Securitization Subsidiary, (2) all sales and/or contributions of Securitization Assets and related assets to the applicable Securitization Subsidiary are made at fair market
value (as determined in good faith by the Issuer) and (3) the financing terms, covenants, termination events and other provisions thereof shall be market terms (as determined in good faith by the Issuer) or (b) constituting a receivables
financing facility. 
 “Rating Agencies” means Moody’s and S&P or if Moody’s or S&P or both shall not make
a rating on the Notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Issuer which shall be substituted for Moody’s or S&P or both, as the case may be. 
  

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 “Record Date” for the interest payable on any applicable Interest Payment Date means the
April 1 and October 1 (whether or not a Business Day) immediately preceding such Interest Payment Date. 
 “Registration
Rights Agreement” means the Registration Rights Agreement with respect to the Notes dated as of the Issue Date, among the Issuer, the Guarantors and the Initial Purchasers, as such agreement may be amended, modified or supplemented from
time to time and, with respect to any Additional Notes, one or more registration rights agreements between the Issuer and the other parties thereto, as such agreement(s) may be amended, modified or supplemented from time to time, relating to rights
given by the Issuer to the purchasers of Additional Notes to register such Additional Notes under the Securities Act. 
 “Regulation
S” means Regulation S promulgated under the Securities Act. 
 “Regulation S Global Note” means a Regulation S
Temporary Global Note or Regulation S Permanent Global Note, as applicable. 
 “Regulation S Permanent Global Note” means a
permanent Global Note substantially in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Common Depositary or its nominee, issued
in a denomination equal to the outstanding principal amount of the Regulation S Temporary Global Note upon expiration of the Restricted Period. 
 “Regulation S Temporary Global Note” means a temporary Global Note substantially in the form of Exhibit A hereto bearing the Global Note Legend, the Private Placement Legend and the Regulation S Temporary Global Note
Legend and deposited with or on behalf of and registered in the name of the Common Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes initially sold in reliance on Rule 903. 
 “Regulation S Temporary Global Note Legend” means the legend set forth in Section 2.06(g)(iii) hereof. 
 “Related Business Assets” means assets (other than cash or Cash Equivalents) used or useful in a Similar Business, provided that
any assets received by the Issuer or a Restricted Subsidiary in exchange for assets transferred by the Issuer or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt
of the securities of such Person, such Person would become a Restricted Subsidiary. 
 “Related PIK Notes” means
(i) each PIK Note issued in connection with a PIK Payment and (ii) each additional PIK Note issued in connection with a PIK Payment on a Related PIK Note. 
 “Representative” means any trustee, agent or other representative for an issue of Senior Indebtedness of the Issuer. 
 “Responsible Officer” means, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee, including any vice president, assistant vice 

  

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president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those
performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such Person’s knowledge of and familiarity with the particular subject and who shall have direct
responsibility for the administration of this Indenture. 
 “Restricted Definitive Note” means a Definitive Note bearing, or
that is required to bear, the Private Placement Legend. 
 “Restricted Global Note” means a Global Note bearing, or that is
required to bear, the Private Placement Legend. 
 “Restricted Investment” means an Investment other than a Permitted
Investment. 
 “Restricted Period” means the 40-day distribution compliance period as defined in Regulation S. 

“Restricted Subsidiary” means, at any time, any direct or indirect Subsidiary of the Issuer (including any Foreign Subsidiary) that
is not then an Unrestricted Subsidiary; provided, that upon an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of “Restricted Subsidiary.” 
 “Rule 144” means Rule 144 promulgated under the Securities Act. 
 “Rule 144A” means Rule 144A promulgated under the Securities Act. 
 “Rule 903” means Rule 903 promulgated under the Securities Act. 
 “Rule 904” means Rule 904 promulgated under the Securities Act. 
 “S&P” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and any successor to its rating agency
business. 
 “Sale and Lease-Back Transaction” means any arrangement providing for the leasing by the Issuer or any of its
Restricted Subsidiaries of any real or tangible personal property, which property has been or is to be sold or transferred by the Issuer or such Restricted Subsidiary to a third Person in contemplation of such leasing. 
 “SEC” means the U.S. Securities and Exchange Commission. 
 “Secured Indebtedness” means any Indebtedness of the Issuer or any of its Restricted Subsidiaries secured by a Lien. 
 “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder. 
 “Securitization Assets” means the accounts receivable, royalty or other revenue streams and other rights to payment related to the
Specified Contract Rights subject to a Qualified Securitization Facility that is a securitization financing facility (and not a receivables financing facility) and the proceeds thereof. 
  

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 “Securitization Facility” means any of one or more receivables or securitization
financing facilities as amended, supplemented, modified, extended, renewed, restated or refunded from time to time, the Obligations of which are non-recourse (except for customary representations, warranties, covenants and indemnities made in
connection with such facilities) to the Issuer or any of its Restricted Subsidiaries (other than a Securitization Subsidiary) pursuant to which the Issuer or any of its Restricted Subsidiaries sells or grants a security interest in its accounts
receivable or Securitization Assets or assets related thereto to either (a) a Person that is not a Restricted Subsidiary or (b) a Securitization Subsidiary that in turn sells its accounts receivable to a Person that is not a Restricted
Subsidiary. 
 “Securitization Fees” means distributions or payments made directly or by means of discounts with respect to
any participation interest issued or sold in connection with, and other fees paid to a Person that is not a Securitization Subsidiary in connection with, any Qualified Securitization Financing. 
 “Securitization Subsidiary” means any Subsidiary formed for the purpose of, and that solely engages only in one or more Qualified
Securitization Facilities and other activities reasonably related thereto. 
 “Senior Credit Facilities” means the Credit
Facilities to be entered into as of the Issue Date by and among the Issuer, the lenders party thereto in their capacities as lenders thereunder and Morgan Stanley Senior Funding, Inc., as Administrative Agent, including any guarantees, collateral
documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements, refundings or refinancings thereof and any indentures or credit facilities or commercial
paper facilities with banks or other institutional lenders or investors that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing
facility or indenture that increases the amount borrowable thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted under Section 4.09 hereof). 
 “Senior Indebtedness” means: 
 (1) all Indebtedness of the Issuer or any Guarantor outstanding under the Senior Credit Facilities or Senior Notes and related Guarantees (including interest accruing on or after the filing of any petition in
bankruptcy or similar proceeding or for reorganization of the Issuer or any Guarantor (at the rate provided for in the documentation with respect thereto, regardless of whether or not a claim for post-filing interest is allowed in such
proceedings)), and any and all other fees, expense reimbursement obligations, indemnification amounts, penalties, and other amounts (whether existing on the Issue Date or thereafter created or incurred) and all obligations of the Issuer or any
Guarantor to reimburse any bank or other Person in respect of amounts paid under letters of credit, acceptances or other similar instruments; 
 (2) all Hedging Obligations (and guarantees thereof) owing to a Lender (as defined in the Senior Credit Facilities) or any Affiliate of such Lender (or any Person that was a Lender or an Affiliate of such Lender at
the time the applicable agreement giving rise to such Hedging Obligation was entered into), provided that such Hedging Obligations are permitted to be incurred under the terms of this Indenture; 
  

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 (3) any other Indebtedness of the Issuer or any Guarantor permitted to be incurred under
the terms of this Indenture, unless the instrument under which such Indebtedness is incurred expressly provides that it is on a parity with or subordinated in right of payment to the Notes or any related Guarantee; and 
 (4) all Obligations with respect to the items listed in the preceding clauses (1), (2) and (3); 
 provided, that Senior Indebtedness shall not include: 
 (a) any obligation of such Person to the Issuer or any of its Subsidiaries; 
 (b) any liability for federal, state, local or other taxes owed or owing by such Person; 
 (c) any accounts payable or other liability to trade creditors arising in the ordinary course of business; 
 (d) any Indebtedness or other Obligation of such Person which is subordinate or junior in any respect to any other Indebtedness or other
Obligation of such Person; 
 (e) any Capital Stock; or 
 (f) that portion of any Indebtedness which at the time of incurrence is incurred in violation of this Indenture; provided, that
such Indebtedness shall be deemed not to have been incurred in violation of this Indenture for purposes of this clause if such Indebtedness consists of Designated Senior Indebtedness, and the holder(s) of such Indebtedness or their agent or
representative (a) had no actual knowledge at the time of incurrence that the incurrence of such Indebtedness violated this Indenture and (b) shall have received an Officer’s Certificate from the Issuer to the effect that the
incurrence of such Indebtedness does not violate the provisions of this Indenture. 
 “Senior Indenture” means the Senior
Indenture dated as of the Issue Date, among the Issuer, Cardinal Health 409, Inc., the Guarantors and the Trustee, pursuant to which the Senior Notes are issued. 
 “Senior Notes” means the $565.0 million aggregate principal amount of the Issuer’s 9.50%/10.25% senior PIK-election notes due 2015 issued on the Issue Date pursuant to the Senior Indenture, any
exchange notes issued in exchange therefor, any additional senior PIK-election notes issued thereunder and any Related PIK Notes issued in respect of any Senior Notes (or any increase in the principal amount of any of the foregoing) as a result of a
PIK Payment. For purposes of this Indenture, all references to “principal amount” of the Senior Notes shall include any increase in the principal amount thereof as a result of a PIK Payment. 
  

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 “Senior Subordinated Indebtedness” means: 
 (1) with respect to the Issuer, Indebtedness which ranks equal in right of payment to the Notes issued by the Issuer; and 
 (2) with respect to any Guarantor, Indebtedness which ranks equal in right of payment to the Guarantee of such Person of the Notes;

 provided that such Indebtedness is not subordinated by its terms in right of payment to any Indebtedness which is not Senior Indebtedness.

 “Shelf Registration Statement” means the Shelf Registration Statement as defined in the Registration Rights Agreement.

 “Significant Subsidiary” means any Restricted Subsidiary that would be a “significant subsidiary” as defined in
Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the Issue Date. 
 “Similar Business” means any business conducted or proposed to be conducted by the Issuer and its Restricted Subsidiaries on the Issue Date and any reasonable extension thereof or any business that is similar, reasonably
related, incidental or ancillary thereto. 
 “Specified Contract Rights” means certain intellectual property licenses,
agreements or other contracts giving rise to not more than $50.0 million of annual accounts receivable, royalty or other intellectual property revenue streams or other rights to payment. 
 “Subordinated Indebtedness” means, with respect to the Notes, 
 (1) any Indebtedness of the Issuer which is by its terms subordinated in right of payment to the Notes, and 
 (2) any Indebtedness of any Guarantor which is by its terms subordinated in right of payment to the Guarantee of such entity of the Notes.

 “Subsidiary” means, with respect to any Person: 
 (1) any corporation, association, or other business entity (other than a partnership, joint venture, limited liability company or similar
entity) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of determination
owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof or is consolidated under GAAP with such Person at such time; and 
 (2) any partnership, joint venture, limited liability company or similar entity of which 
 (x) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership
interests, as applicable, are 

  

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owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the
form of membership, general, special or limited partnership or otherwise, and 
 (y) such Person or any Restricted Subsidiary
of such Person is a controlling general partner or otherwise controls such entity. 
 “Subsidiary Guarantor” means each
Restricted Subsidiary of the Issuer that Guarantees the Notes, including, as of the Issue Date, the Initial Guarantors. 
 “Total
Assets” means the total assets of the Issuer and its Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP, as shown on the most recent balance sheet of the Issuer or such other Person as may be expressly
stated. 
 “Transaction” means the transactions contemplated by the Transaction Agreement, the issuance of the Notes and the
Senior Notes and borrowings under the Senior Credit Facilities as in effect on the Issue Date. 
 “Transaction Agreement”
means the Purchase and Sale Agreement, dated as of January 25, 2007, by and between Phoenix Charter LLC and Cardinal Health, Inc., as the same may be amended prior to the Issue Date. 
 “Treasury Rate” means, as of any Redemption Date, the yield to maturity as of such Redemption Date of United States Treasury securities
with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to the date the redemption notice is mailed (or, if such
Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the Redemption Date to April 15, 2012; provided, that if the period from the Redemption Date to such
date is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used. 
 “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa-777bbbb). 
 “Trustee” means The Bank of New York, as trustee, until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder.

 “Uniform Commercial Code” means the New York Uniform Commercial Code as in effect from time to time. 
 “Unrestricted Definitive Note” means one or more Definitive Notes that do not bear and are not required to bear the Private Placement
Legend. 
 “Unrestricted Global Note” means a permanent Global Note, substantially in the form of Exhibit A attached
hereto, that bears the Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, and that is deposited with or on behalf of and registered in the name of the Common Depositary,
representing Notes that do not bear the Private Placement Legend. 
  

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 “Unrestricted Subsidiary” means: 
 (1) any Subsidiary of the Issuer which at the time of determination is an Unrestricted Subsidiary (as designated by the Issuer, as
provided below); and 
 (2) any Subsidiary of an Unrestricted Subsidiary. 
 The Issuer may designate any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary but excluding the Issuer and
any Subsidiary of the Issuer as to which the Issuer is a Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the
Issuer or any Subsidiary of the Issuer (other than solely any Subsidiary of the Subsidiary to be so designated); provided that 
 (1) any Unrestricted Subsidiary must be an entity of which the Equity Interests entitled to cast at least a majority of the votes that may be cast by all Equity Interests having ordinary voting power for the election
of directors or Persons performing a similar function are owned, directly or indirectly, by the Issuer; 
 (2) such
designation complies with Section 4.07 hereof; and 
 (3) each of: 
 (a) the Subsidiary to be so designated; and 
 (b) its Subsidiaries 
 has not at the time of designation, and does not thereafter, create, incur, issue,
assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any Restricted Subsidiary. 
 The Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such
designation, no Default shall have occurred and be continuing and either: 
 (1) the Issuer could incur at least $1.00 of
additional Indebtedness pursuant to the Fixed Charge Coverage Test described in Section 4.09(a) hereof; or 
 (2) the
Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries would be equal to or greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation, in each case on a pro forma
basis taking into account such designation. 
 Any such designation by the Issuer shall be notified by the Issuer to the Trustee by promptly filing with the
Trustee a copy of the resolution of the board of directors of the Issuer or any committee thereof giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing provisions.

  

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 “U.S. Dollar Equivalent” means, with respect to any monetary amount in a currency other
than U.S. dollars, at any time for determination thereof, the amount of U.S. dollars obtained by converting such foreign currency involved in such computation into U.S. dollars at the spot rate for the purchase of U.S. dollars with the applicable
foreign currency as published in The Wall Street Journal in the “Exchange Rates” column under the heading “Currency Trading” on the date two Business Days prior to such determination. 
 “U.S. Person” means a U.S. person as defined in Rule 902(k) under the Securities Act. 
 “Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election
of the board of directors of such Person. 
 “Weighted Average Life to Maturity” means, when applied to any Indebtedness,
Disqualified Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing: 
 (1) the sum of
the products of the number of years from the date of determination to the date of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock or Preferred Stock multiplied
by the amount of such payment; by 
 (2) the sum of all such payments. 
 “Wholly-Owned Subsidiary” of any Person means a Subsidiary of such Person, 100% of the outstanding Equity Interests of which (other than
directors’ qualifying shares) shall at the time be owned by such Person or by one or more Wholly-Owned Subsidiaries of such Person. 
 SECTION 1.02. Other Definitions. 
  

			
	 Term
	  	 Defined
 in Section

	 “Acceptable Commitment”
	  	4.10
	 “Affiliate Transaction”
	  	4.11
	 “Asset Sale Offer”
	  	4.10
	 “Authentication Order”
	  	2.02
	 “Blockage Notice”
	  	10.03
	 “Change of Control Offer”
	  	4.14
	 “Change of Control Payment”
	  	4.14
	 “Change of Control Payment Date”
	  	4.14
	 “Covenant Defeasance”
	  	8.03
	 “Covenant Suspension Event”
	  	4.16
	 “Event of Default”
	  	6.01

  

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	 Term
	  	 Defined
 in Section

	 “Excess Proceeds”
	  	4.10
	 “Fixed Charge Coverage Test”
	  	4.09(a)
	 “Guarantee Blockage Notice”
	  	12.03
	 “Guarantee Payment Blockage Period”
	  	12.03
	 “Guarantee Payment Default”
	  	12.03
	 “Guarantor Non-Payment Default”
	  	12.03
	 “incur”
	  	4.09
	 “incurrence”
	  	4.09
	 “Legal Defeasance”
	  	8.02
	 “Non-Payment Default”
	  	10.03
	 “Note Register”
	  	2.03
	 “Offer Amount”
	  	3.09
	 “Offer Period”
	  	3.09
	 “Pari Passu Indebtedness”
	  	4.10
	 “Paying Agent”
	  	2.03
	 “pay its Guarantee”
	  	12.03
	 “pay the Notes”
	  	10.03
	 “Payment Blockage Period”
	  	10.03
	 “Payment Default”
	  	10.03
	 “Purchase Date”
	  	3.09
	 “Redemption Date”
	  	3.07
	 “Refinancing Indebtedness”
	  	4.09
	 “Refunding Capital Stock”
	  	4.07
	 “Registrar”
	  	2.03
	 “Restricted Payments”
	  	4.07
	 “Reversion Date”
	  	4.16
	 “Second Commitment”
	  	4.10
	 “Successor Company”
	  	5.01
	 “Successor Person”
	  	5.01
	 “Suspended Covenants”
	  	4.16
	 “Suspension Date”
	  	4.16
	 “Suspension Period”
	  	4.16
	 “Taxes”
	  	4.05
	 “Transfer Agent”
	  	2.03
	 “Treasury Capital Stock”
	  	4.07

 SECTION 1.03. Incorporation by Reference of Trust Indenture Act. Whenever this Indenture
refers to a provision of the Trust Indenture Act, the provision is incorporated by reference in and made a part of this Indenture. 
  

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 The following Trust Indenture Act terms used in this Indenture have the following meanings: 

“indenture securities” means the Notes and the Guarantees; 
 “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 and the Guarantees means the Issuer and the Guarantors, respectively, and any successor obligor upon the
Notes and the Guarantees, respectively. 
 All other terms used in this Indenture that are defined by the Trust Indenture Act, defined by
Trust Indenture Act reference to another statute or defined by SEC rule under the Trust Indenture Act have the meanings so assigned to them. 
 SECTION 1.04. Rules of Construction. Unless the context otherwise requires: 
 (a) a term has the meaning
assigned to it; 
 (b) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

 (c) “or” is not exclusive; 
 (d) “including” means including without limitation; 
 (e) words in the singular include the plural, and in the plural include the singular; 
 (f) “will” shall be interpreted to express a command; 
 (g) provisions apply to successive events and transactions; 
 (h) references to sections of, or rules under, the Securities Act shall be deemed to include substitute, replacement or successor sections
or rules adopted by the SEC from time to time; 
 (i) unless the context otherwise requires, any reference to an
“Article,” “Section” or “clause” refers to an Article, Section or clause, as the case may be, of this Indenture; 
 (j) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not any particular Article, Section, clause or other subdivision;
and 
 (k) all references to any interest or other amount payable on or with respect to the Notes shall be deemed to include
any Additional Interest payable pursuant to the Registration Rights Agreement. 
  

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 SECTION 1.05. Acts of Holders. 
 (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may
be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing. Except as herein otherwise expressly provided, such action shall become effective when
such instrument or instruments or record or both are delivered to the Trustee and, where it is hereby expressly required, to the Issuer. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any
Person of a Note, shall be sufficient for any purpose of this Indenture and (subject to Section 7.01) conclusive in favor of the Trustee and the Issuer, if made in the manner provided in this Section 1.05. 
 (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or
by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by or
on behalf of any legal entity other than an individual, such certificate or affidavit shall also constitute proof of the authority of the Person executing the same. The fact and date of the execution of any such instrument or writing, or the
authority of the Person executing the same, may also be proved in any other manner that the Trustee deems sufficient. 
 (c) The ownership of
Notes shall be proved by the Note Register. 
 (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by
the Holder of any Note shall bind every future Holder of the same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of any action taken, suffered or omitted by
the Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such Note. 
 (e) The Issuer may, in the
circumstances permitted by the Trust Indenture Act, set a record date for purposes of determining the identity of Holders entitled to give any request, demand, authorization, direction, notice, consent, waiver or take any other act, or to vote or
consent to any action by vote or consent authorized or permitted to be given or taken by Holders. 
 (f) Without limiting the foregoing, a
Holder entitled to take any action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents, each of which may do so pursuant to such
appointment with regard to all or any part of such principal amount. Any notice given or action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given
or taken by separate Holders of each such different part. 
 (g) Without limiting the generality of the foregoing, a Holder, including the
Common Depositary, may make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in 

  

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this Indenture to be made, given or taken by Holders, and the Common Depositary may provide its proxy to the beneficial owners of interests in any such
Global Note through such depositary’s standing instructions and customary practices. 
 (h) The Issuer may fix a record date for the
purpose of determining the Persons who are beneficial owners of interests in any Global Note held by the Common Depositary entitled under the procedures of such depositary to make, give or take, by a proxy or proxies duly appointed in writing, any
request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or
proxies, and only such Persons, shall be entitled to make, give or take such request, demand, authorization, direction, notice, consent, waiver or other action, whether or not such Holders remain Holders after such record date. No such request,
demand, authorization, direction, notice, consent, waiver or other action shall be valid or effective if made, given or taken more than 90 days after such record date. 
 ARTICLE II 
 THE NOTES 
 SECTION 2.01. Form and Dating; Terms. 
 (a) General. The Notes and the Trustee’s
certificate of authentication shall be substantially in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rules or usage. Each Note shall be dated the date of its
authentication. The Notes shall be in minimum denominations of €50,000 and integral multiples of €1,000 in excess thereof. 
 (b)
Global Notes. Notes issued in global form shall be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto).
Notes issued in definitive form shall be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each
Global Note shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal
amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions. Any endorsement
of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with
instructions given by the Holder thereof as required by Section 2.06 hereof. 
 (c) Temporary Global Notes. Notes offered and
sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Custodian and registered in the name of
the Common Depositary or the nominee of the Common Depositary for 

  

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the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Issuer and authenticated by the Trustee as hereinafter
provided. The Restricted Period shall be terminated upon the receipt by the Trustee of: 
 (i) a written certificate from the
Common Depositary, together with copies of certificates from Euroclear and Clearstream certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of each Regulation S
Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who shall take delivery of a
beneficial ownership interest in a 144A Global Note bearing a Private Placement Legend, all as contemplated by Section 2.06(b) hereof); and 
 (ii) an Officer’s Certificate from the Issuer. 
 Following the termination of the Restricted Period,
beneficial interests in each Regulation S Temporary Global Note shall be exchanged for beneficial interests in a Regulation S Permanent Global Note of the same series pursuant to the Applicable Procedures. Simultaneously with the authentication of
the corresponding Regulation S Permanent Global Note, the Trustee shall cancel the corresponding Regulation S Temporary Global Note. The aggregate principal amount of a Regulation S Temporary Global Note and a Regulation S Permanent Global Note may
from time to time be increased or decreased by adjustments made on the records of the Trustee and the Common Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. 
 (d) Terms. The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited. 
 The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuer, the Guarantors
and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the
provisions of this Indenture shall govern and be controlling. 
 The Notes shall be subject to repurchase by the Issuer pursuant to an Asset
Sale Offer as provided in Section 4.10 hereof or a Change of Control Offer as provided in Section 4.14 hereof. The Notes shall not be redeemable, other than as provided in Article III hereof. 
 Additional Notes ranking pari passu with the Initial Notes may be created and issued from time to time by the Issuer without notice to or
consent of the Holders and shall be consolidated with and form a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes; provided that the Issuer’s ability to issue
Additional Notes shall be subject to the Issuer’s compliance with Section 4.09 hereof. Any Additional Notes shall be issued with the benefit of an indenture supplemental to this Indenture. 
 (e) Euroclear and Clearstream Procedures Applicable. The provisions of the “Operating Procedures of the Euroclear System” and
“Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer 

  

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Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S
Permanent Global Notes that are held by Participants through Euroclear or Clearstream. 
 SECTION 2.02. Execution and Authentication.
At least one Officer of the Issuer shall execute the Notes on behalf of the Issuer by manual or facsimile signature. 
 If an Officer of the
Issuer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. 
 A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual or facsimile
signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. 
 On the Issue Date, the Trustee shall, upon receipt of an Issuer Order (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time, from time to time, the Trustee shall upon an
Authentication Order authenticate and deliver any Additional Notes and Exchange Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes or Exchange Notes issued hereunder. 
 The Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Notes. An authenticating agent may authenticate Notes whenever
the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Issuer. 

SECTION 2.03. Registrar and Paying Agent. The Issuer shall maintain (i) an office or agency where Notes may be presented for
registration of transfer or for exchange (“Registrar”), (ii) an office or agency in where Notes may be presented for payment (“Paying Agent”) and (iii) an office or agency where Notes may be transferred or
exchanged (“Transfer Agent”). The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchange. The Issuer may appoint one or more co-registrars, one or more additional paying
agents and one or more transfer agents. The term “Registrar” includes any co-registrar, the term “Paying Agent” includes any additional paying agents and the term “Transfer Agent” includes any
additional transfer agents. The Issuer shall ensure that it maintains a Paying Agent in a member state of the European Union that will not be obliged to withhold or deduct tax pursuant to the European Union Directive 2003/48/EC regarding the
taxation of savings income. 
 This Issuer shall maintain a Registrar, Transfer Agent and Paying Agent in each of London, England and the
Borough of Manhattan, the City of New York, the State of New York. 
 The Issuer initially appoints the Trustee as Paying Agent and Transfer
Agent. The Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder. The Issuer shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuer fails to
appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall, to the extent that it is capable, act as such. The Issuer or any of its domestic Subsidiaries may act as Paying Agent, Transfer Agent or Registrar. 
  

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 The Issuer initially appoints The Bank of New York, London Branch to act as Common Depositary with
respect to the Global Notes representing the Notes. 
 The Issuer initially appoints the Trustee to act as the Registrar for the Notes.

 So long as the Notes are listed on an exchange and the rules of such exchange so require, the Issuer shall satisfy any requirement of such
exchange as to paying agents, registrars and transfer agents and will comply with any notice requirements required under such exchange in connection with any change of paying agent, registrar or transfer agent. 
 SECTION 2.04. Paying Agent to Hold Money in Trust. The Issuer shall require each Paying Agent other than the Trustee to agree in writing
that the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and will notify the Trustee of any default by the Issuer
in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon
payment over to the Trustee, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the money. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the
benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Issuer, the Trustee shall serve as Paying Agent for the Notes. 
 SECTION 2.05. Holder Lists. The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to
it of the names and addresses of all Holders and shall otherwise comply with Trust Indenture Act Section 312(a). If the Trustee is not the Registrar, the Issuer shall furnish to the Trustee at least five Business Days before each Interest
Payment Date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders of Notes and the Issuer shall otherwise comply with
Trust Indenture Act Section 312(a). 
 SECTION 2.06. Transfer and Exchange. 
 (a) Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and
not in part, only to another nominee of the Common Depositary or to a successor thereto or a nominee of such successor thereto. A beneficial interest in a Global Note may not be exchanged for a Definitive Note of the same series unless (A) the
Common Depositary (x) notifies the Issuer that it is unwilling or unable to continue as Common Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act, and, in either case, a successor
Common Depositary is not appointed by the Issuer within 90 days, (B) Euroclear or Clearstream notifies the Issuer that is unwilling or unable to continue as clearing agency or (C) there shall have occurred and be continuing a Default with
respect to the Notes. Upon the occurrence of any of the preceding events in (A) or (B) above, Definitive Notes delivered in exchange for any Global Note of the same series or beneficial interests therein will be registered in the names,
and issued 

  

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in any approved denominations, requested by or on behalf of the Common Depositary (in accordance with its customary procedures). Global Notes also may be
exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note of the same series or any portion thereof, pursuant to this
Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the preceding events in (A) or (B) above and
pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged
as provided in Section 2.06(b), (c) or (f) hereof. 
 (b) Transfer and Exchange of Beneficial Interests in the Global
Notes. The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Common Depositary in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the
Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also shall require compliance with either
subparagraph (i) or (ii) below, as applicable, as well as one or more of the other following subparagraphs, as applicable: 
 (i) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted
Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend; provided, that prior to the expiration of the Restricted Period, transfers of beneficial interests in the Regulation S Temporary Global Note
may not be made to a U.S. Person or for the account or benefit of a U.S. Person other than pursuant to Rule 144A. Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a
beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.06(b)(i). 
 (ii) All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of
beneficial interests that are not subject to Section 2.06(b)(i) hereof, the transferor of such beneficial interest must deliver to the Registrar either (A) (1) a written order from a Participant or an Indirect Participant given to the
Common Depositary in accordance with the Applicable Procedures directing the Common Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or
exchanged and (2) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase or (B) (1) a written order from a Participant or an Indirect
Participant given to the Common Depositary in accordance with the Applicable Procedures directing the Common Depositary to cause to be issued a Definitive Note of the same series in an amount equal to the beneficial interest to be transferred or
exchanged and (2) instructions given by the Common Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange 

  

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referred to in (1) above; provided that in no event shall Definitive Notes be issued upon the transfer or exchange of beneficial interests in a
Regulation S Temporary Global Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903. Upon consummation of an Exchange Offer by the Issuer in
accordance with Section 2.06(f) hereof, the requirements of this Section 2.06(b)(ii) shall be deemed to have been satisfied upon receipt by the Registrar of the instructions contained in the Letter of Transmittal delivered by the Holder of
such beneficial interests in the Restricted Global Notes. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the
Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(h) hereof. 
 (iii) Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a
beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.06(b)(ii) hereof and the Registrar receives the following: 
 (A) if the transferee will take delivery in the form of a beneficial interest in a 144A Global Note, then the transferor must deliver a
certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; or 
 (B) if the
transferee will take delivery in the form of a beneficial interest in a Regulation S Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof.

 (iv) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an
Unrestricted Global Note. A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a
beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.06(b)(ii) hereof and: 
 (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder of the beneficial interest to be transferred, in the case of an exchange, or
the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a broker-dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate
(as defined in Rule 144) of the Issuer; 
 (B) such transfer is effected pursuant to the Shelf Registration Statement in
accordance with the Registration Rights Agreement; 
  

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 (C) such transfer is effected by a broker-dealer pursuant to the Exchange Offer
Registration Statement in accordance with the Registration Rights Agreement; or 
 (D) the Registrar receives the following:

 (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest
for a beneficial interest in an Unrestricted Global Note of the same series, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or 
 (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who
shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note of the same series, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

 and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an
Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no
longer required in order to maintain compliance with the Securities Act. 
 If any such transfer is effected pursuant to subparagraph
(B) or (D) above at a time when an Unrestricted Global Note has not yet been issued, the Issuer shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or
more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to subparagraph (B) or (D) above. 
 Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a
beneficial interest in a Restricted Global Note. 
 (c) Transfer or Exchange of Beneficial Interests for Definitive
Notes. 
 (i) Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. If any holder of a
beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive
Note, then, upon the occurrence of any of the events in subsection (A) of Section 2.06(a) hereof and receipt by the Registrar of the following documentation: 
 (A) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted
Definitive Note, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof; 
  

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 (B) if such beneficial interest is being transferred to a QIB in accordance with Rule
144A, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof; 
 (C) if such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate substantially in the form of Exhibit B hereto, including the certifications
in item (2) thereof; 
 (D) if such beneficial interest is being transferred pursuant to an exemption from the
registration requirements of the Securities Act in accordance with Rule 144, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof; 
 (E) if such beneficial interest is being transferred to the Issuer or any of its Restricted Subsidiaries, a certificate substantially in
the form of Exhibit B hereto, including the certifications in item (3)(b) thereof; or 
 (F) if such beneficial
interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof, 
 the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Issuer
shall execute and the Trustee shall authenticate and mail to the Person designated in the instructions a Definitive Note in the applicable principal amount. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note
pursuant to this Section 2.06(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Common
Depositary and the Participant or Indirect Participant. The Trustee shall mail such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global
Note pursuant to this Section 2.06(c)(i) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein. 
 (ii) Beneficial Interests in Regulation S Temporary Global Note to Definitive Notes. Notwithstanding Sections 2.06(c)(i)(A) and
(C) hereof, a beneficial interest in the Regulation S Temporary Global Note may not be exchanged for a Definitive Note or transferred to a Person who takes delivery thereof in the form of a Definitive Note prior to (A) the expiration of
the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) of the Securities Act, except in the case of a transfer pursuant to an exemption from the registration requirements of the
Securities Act other than Rule 903 or Rule 904. 
 (iii) Beneficial Interests in Restricted Global Notes to Unrestricted
Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such 

  

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beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an
Unrestricted Definitive Note only upon the occurrence of any of the events in subsection (A) of Section 2.06(a) hereof and if: 
 (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder of such beneficial interest, in the case of an exchange, or the transferee,
in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a broker-dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in
Rule 144) of the Issuer; 
 (B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the
Registration Rights Agreement; 
 (C) such transfer is effected by a broker-dealer pursuant to the Exchange Offer Registration
Statement in accordance with the Registration Rights Agreement; or 
 (D) the Registrar receives the following: 
 (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for an
Unrestricted Definitive Note, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or 
 (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who
shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof; 
 and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel
in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in
order to maintain compliance with the Securities Act. 
 (iv) Beneficial Interests in Unrestricted Global Notes to
Unrestricted Definitive Notes. If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery
thereof in the form of a Definitive Note, then, upon the occurrence of any of the events in subsection (A) of Section 2.06(a) hereof and satisfaction of the conditions set forth in Section 2.06(b)(ii) hereof, the Trustee shall cause
the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Issuer shall execute and the Trustee shall authenticate and mail to the Person designated in the instructions a


  

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Definitive Note in the applicable principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this
Section 2.06(c)(iv) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from or through the Common Depositary
and the Participant or Indirect Participant. The Trustee shall mail such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest pursuant to this
Section 2.06(c)(iv) shall not bear the Private Placement Legend. 
 (d) Transfer and Exchange of Definitive Notes for
Beneficial Interests. 
 (i) Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any
Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in
a Restricted Global Note, then, upon receipt by the Registrar of the following documentation: 
 (A) if the Holder of such
Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item
(2)(b) thereof; 
 (B) if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a
certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof; 
 (C) if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate substantially in the form of Exhibit B hereto, including the
certifications in item (2) thereof; 
 (D) if such Restricted Definitive Note is being transferred pursuant to an
exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof; 
 (E) if such Restricted Definitive Note is being transferred to the Issuer or any of its Restricted Subsidiaries, a certificate
substantially in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof; or 
 (F) if
such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate substantially in the form of Exhibit B hereto, including the certifications in item
(3)(c) thereof, 
 the Trustee shall cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the
case of clause (A) above, the applicable Restricted Global Note, in the case of clause (B) above, the applicable 144A Global Note, and in the case of clause (C) above, the applicable Regulation S Global Note. 
  

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 (ii) Restricted Definitive Notes to Beneficial Interests in Unrestricted Global
Notes. A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial
interest in an Unrestricted Global Note only if: 
 (A) such exchange or transfer is effected pursuant to the Exchange Offer
in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a broker-dealer, (2) a
Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Issuer; 
 (B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; 
 (C) such transfer is effected by a broker-dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration
Rights Agreement; or 
 (D) the Registrar receives the following: 
 (1) if the Holder of such Definitive Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted Global Note, a
certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or 
 (2) if the Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, a certificate from such
Holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof; 
 and, in each such case
set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the
Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. 
 Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(ii), the Trustee shall cancel the Definitive Notes and
increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note. 
  

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 (iii) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global
Notes. A Holder of an Unrestricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in
an Unrestricted Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount of one of
the Unrestricted Global Notes. 
 If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to subparagraph
(ii)(B), (ii)(D) or (iii) above at a time when an Unrestricted Global Note has not yet been issued, the Issuer shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate
one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred. 
 (e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(e), the Registrar shall register the
transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in
form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder shall provide any additional certifications, documents and information, as applicable, required
pursuant to the following provisions of this Section 2.06(e): 
 (i) Restricted Definitive Notes to Restricted
Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following: 
 (A) if the transfer will be made pursuant to a QIB in accordance with Rule 144A, then the transferor must deliver a certificate
substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof; 
 (B) if the
transfer will be made pursuant to Rule 903 or Rule 904 then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; or 
 (C) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the
transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications required by item (3) thereof, if applicable. 
 (ii) Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder
thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: 
 (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the
Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a broker-dealer, (2) a Person participating in the distribution of the Exchange Notes or
(3) a Person who is an affiliate (as defined in Rule 144) of the Issuer; 
  

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 (B) any such transfer is effected pursuant to the Shelf Registration Statement in
accordance with the Registration Rights Agreement; 
 (C) any such transfer is effected by a broker-dealer pursuant to the
Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or 
 (D) the Registrar receives
the following: 
 (1) if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted
Definitive Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or 
 (2) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the
form of an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof; 
 and, in each such case set forth in this subparagraph (D), if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the
Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with
the Securities Act. 
 (iii) Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder of Unrestricted
Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Notes
pursuant to the instructions from the Holder thereof. 
 (f) Exchange Offer. Upon the occurrence of the Exchange Offer in accordance
with the Registration Rights Agreement, the Issuer shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate (i) one or more Unrestricted Global Notes in an aggregate
principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes of the same series tendered for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not
broker-dealers, (y) they are not participating in a distribution of the Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of the Issuer, and accepted for exchange in the 

  

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Exchange Offer and (ii) Unrestricted Definitive Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Notes
of the same series tendered for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not broker-dealers, (y) they are not participating in a distribution of the Exchange Notes and (z) they are
not affiliates (as defined in Rule 144) of the Issuer, and accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Notes, the Trustee shall cause the aggregate principal amount of the applicable Restricted Global Notes to
be reduced accordingly, and the Issuer shall execute and the Trustee shall authenticate and mail to the Persons designated by the Holders of Definitive Notes so accepted Unrestricted Definitive Notes in the applicable principal amount. Any Notes
that remain outstanding after the consummation of the Exchange Offer, and Exchange Notes issued in connection with the Exchange Offer, shall be treated as a single class of securities under this Indenture. 
 (g) Legends. The following legends shall appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless
specifically stated otherwise in the applicable provisions of this Indenture: 
 (i) Private Placement Legend. 
 (A) Except as permitted by subparagraph (B) below, each Global Note and each Definitive Note (and all Notes issued in exchange
therefor or substitution thereof) shall bear the legend in substantially the following form: 
 “THIS NOTE HAS NOT BEEN REGISTERED UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, UNITED STATES PERSONS EXCEPT AS SET FORTH IN THE
FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A UNITED STATES PERSON AND IS
ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, OR (C) IT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT) (AN “INSTITUTIONAL ACCREDITED INVESTOR”), (2) AGREES THAT IT WILL NOT, WITHIN THE TIME PERIOD REFERRED TO IN RULE 144(k) UNDER THE SECURITIES ACT AFTER THE ORIGINAL ISSUANCE OF THESE NOTES, RESELL OR
OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION
IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) INSIDE THE UNITED STATES TO 

  

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AN INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS
RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS NOTE (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE) AND IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES OF LESS THAN $100,000 AN OPINION OF COUNSEL ACCEPTABLE TO
THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY) OR
(G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY
TRANSFER OF THIS NOTE WITHIN THE TIME PERIOD REFERRED TO IN RULE 144(k) UNDER THE SECURITIES ACT AFTER THE ORIGINAL ISSUANCE OF THESE NOTES, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH
TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE. IF THE PROPOSED TRANSFEREE IS AN INSTITUTIONAL ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER
INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS
“OFFSHORE TRANSACTION,” “UNITED STATES” AND “UNITED STATES PERSON” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER
ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING RESTRICTIONS.” 
 (B) Notwithstanding the foregoing, any Global
Note or Definitive Note issued pursuant to subparagraph (b)(iv), (c)(iii), (c)(iv), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) shall not bear the
Private Placement Legend. 
 (ii) Global Note Legend. Each Global Note shall bear a legend in substantially the
following form: 
 “THIS GLOBAL NOTE IS HELD BY THE COMMON DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR 

  

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ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT
(I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06(h) OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE
MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR COMMON DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER. UNLESS AND UNTIL IT IS EXCHANGED
IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE COMMON DEPOSITARY TO A NOMINEE OF THE COMMON DEPOSITARY OR BY A NOMINEE OF THE COMMON DEPOSITARY TO THE COMMON DEPOSITARY OR ANOTHER NOMINEE
OF THE COMMON DEPOSITARY OR BY THE COMMON DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR COMMON DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR COMMON DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON DEPOSITARY
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE COMMON DEPOSITARY OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON
DEPOSITARY, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, THE COMMON DEPOSITARY, HAS AN INTEREST HEREIN.” 
 (iii) Regulation S Temporary Global Note Legend. The Regulation S Temporary Global Note shall bear a legend in substantially the
following form: 
 “THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE
U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT.” 
  

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 (h) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in a
particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be returned to or retained and canceled by the Trustee in
accordance with Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another
Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Common Depositary at the direction of the
Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased
accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Common Depositary at the direction of the Trustee to reflect such increase. 
 (i) General Provisions Relating to Transfers and Exchanges. 
 (i) To permit
registrations of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s
request. 
 (ii) No service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a
Definitive Note for any registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or
similar governmental charge payable upon exchange or transfer pursuant to Sections 2.07, 2.10, 3.06, 3.09, 4.10, 4.14 and 9.05 hereof). 
 (iii) Neither the Registrar nor the Issuer shall be required to register the transfer of or exchange any Note selected for redemption or tendered (and not withdrawn) for repurchase in whole or in part, except the
unredeemed portion of any Note being redeemed or tendered in part. 
 (iv) All Global Notes and Definitive Notes issued upon
any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes
surrendered upon such registration of transfer or exchange. 
 (v) The Issuer shall not be required (A) to issue, to
register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of
selection or (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. 
  

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 (vi) Prior to due presentment for the registration of a transfer of any Note, the
Trustee, any Agent and the Issuer may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of (and premium, if any) and interest on such Notes and for all
other purposes, and none of the Trustee, any Agent or the Issuer shall be affected by notice to the contrary. 
 (vii) Upon
surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02 hereof, the Issuer shall execute, and the Trustee shall authenticate and mail, in the name of the designated transferee
or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount. 
 (viii) At the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination or denominations of a like aggregate principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever
any Global Notes or Definitive Notes are so surrendered for exchange, the Issuer shall execute, and the Trustee shall authenticate and mail, the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled to in
accordance with the provisions of Section 2.02 hereof. 
 (ix) All certifications, certificates and Opinions of Counsel
required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile. 
 SECTION 2.07. Replacement Notes. If any mutilated Note is surrendered to the Trustee, the Registrar or the Issuer and the Trustee receives evidence to its satisfaction of the ownership and destruction,
loss or theft of any Note, the Issuer shall issue and the Trustee, upon receipt of an Authentication Order, shall authenticate a replacement Note if the Trustee’s requirements are met. If required by the Trustee or the Issuer, an indemnity bond
must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Issuer to protect the Issuer, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Issuer
and the Trustee may charge the Holder for their expenses in replacing a Note. 
 Every replacement Note is a contractual obligation of the
Issuer and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder. 
 SECTION 2.08. Outstanding Notes. The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a
Global Note effected by the Trustee in accordance with the provisions hereof and those described in this Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a Note does not cease to be outstanding because the
Issuer, a Guarantor or an Affiliate of the Issuer or a Guarantor holds the Note. 
  

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 If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the
Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser (as defined in Section 8-303 of the Uniform Commercial Code). 
 If the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue. 
 If the Paying Agent (other than the Issuer, a Guarantor or an Affiliate of the Issuer or a Guarantor) holds, on a Redemption Date or maturity date, money
sufficient to pay Notes (or portions thereof) payable on that date and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture, then on and after that date such Notes (or portions
thereof) shall be deemed to be no longer outstanding and shall cease to accrue interest. 
 SECTION 2.09. Treasury Notes. In
determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Issuer, a Guarantor or by any Affiliate of the Issuer or a Guarantor, shall be considered as though not
outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that a Responsible Officer of the Trustee knows are so owned shall be so disregarded.
Notes so owned which have been pledged in good faith shall not be disregarded if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right to deliver any such direction, waiver or consent with respect to the Notes and that
the pledgee is not the Issuer, a Guarantor or any obligor upon the Notes or any Affiliate of the Issuer, a Guarantor or of such other obligor. 
 SECTION 2.10. Temporary Notes. Until certificates representing Notes are ready for delivery, the Issuer may prepare and the Trustee, upon receipt of an Authentication Order, shall authenticate temporary Notes. Temporary Notes
shall be substantially in the form of certificated Notes but may have variations that the Issuer considers appropriate for temporary Notes and as shall be reasonably acceptable to the Trustee. Without unreasonable delay, the Issuer shall prepare and
the Trustee shall authenticate definitive Notes in exchange for temporary Notes. 
 Holders and beneficial holders, as the case may be, of
temporary Notes shall be entitled to all of the benefits accorded to Holders, or beneficial holders, respectively, of Notes under this Indenture. 
 SECTION 2.11. Cancellation. The Issuer at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer,
exchange or payment. The Trustee or, at the direction of the Trustee, the Registrar or the Paying Agent and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall destroy
cancelled Notes (subject to the record retention requirement of the Exchange Act). Certification of the destruction of all cancelled Notes shall be delivered to the Issuer. The Issuer may not issue new Notes to replace Notes that it has paid or that
have been delivered to the Trustee for cancellation. 
  

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 SECTION 2.12. Defaulted Interest. If the Issuer defaults in a payment of interest on the
Notes, it shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest, in each case at the rate provided in the Notes and in Section 4.01 hereof. The Issuer may pay the defaulted
interest to the Persons who are Holders on a subsequent special record date. The Issuer shall notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment, and at the same
time the Issuer shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such defaulted interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of
the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such defaulted interest as provided in this Section 2.12. The Trustee shall fix or cause to be fixed any such special record date and
payment date; provided that no such special record date shall be less than 10 days prior to the related payment date for such defaulted interest. The Trustee shall promptly notify the Issuer of any such special record date. At least 15 days
before any such special record date, the Issuer (or, upon the written request of the Issuer, the Trustee in the name and at the expense of the Issuer) shall mail or cause to be mailed, first-class postage prepaid, to each Holder, with a copy to the
Trustee, a notice at his or her address as it appears in the Note Register that states the special record date, the related payment date and the amount of such interest to be paid. 
 Subject to the foregoing provisions of this Section 2.12 and for greater certainty, each Note delivered under this Indenture upon registration of
transfer of or in exchange for or in lieu of any other Note shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Note. 
 SECTION 2.13. Common Code and ISIN Numbers. The Issuer in issuing the Notes may use Common Code and ISIN numbers (in each case, if then generally in use) and, if so, the Trustee shall use Common Code and ISIN
numbers in notices of redemption as a convenience to Holders; provided, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of
redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. The Issuer will as promptly as practicable notify
the Trustee in writing of any change in the Common Code and ISIN numbers. 
 SECTION 2.14. Calculation of Principal Amount of
Securities. With respect to any matter requiring consent, waiver, approval or other action of the Holders of a specified percentage of the principal amount of all the Notes, such percentage shall be calculated, on the relevant date of
determination, by dividing (a) the principal amount, as of such date of determination, of Notes, the Holders of which have so consented by (b) the aggregate principal amount, as of such date of determination, of the Notes then outstanding,
in each case, as determined in accordance with the preceding sentence, Section 2.08 and Section 2.09 of this Indenture. Any such calculation made pursuant to this Section 2.14 shall be made by the Issuer and delivered to the Trustee
pursuant to an Officer’s Certificate. 
  

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 ARTICLE III 
 REDEMPTION 
 SECTION 3.01. Notices to Trustee. If the Issuer elects to redeem Notes
pursuant to Section 3.07 hereof, it shall furnish to the Trustee, at least 2 Business Days before notice of redemption is required to be mailed or caused to be mailed to Holders pursuant to Section 3.03 hereof but not more than 60 days
before a Redemption Date, an Officer’s Certificate of the Issuer setting forth (i) the paragraph or subparagraph of such Note and/or Section of this Indenture pursuant to which the redemption shall occur, (ii) the Redemption Date,
(iii) the principal amount of Notes to be redeemed and (iv) the redemption price. 
 SECTION 3.02. Selection of Notes to Be
Redeemed. If less than all of the Notes are to be redeemed at any time, the Trustee shall select the Notes to be redeemed (a) if the Notes are listed on any national securities exchange, in compliance with the requirements of the
principal national securities exchange on which the Notes are listed or (b) on a pro rata basis to the extent practicable, or, if the pro rata basis is not practicable for any reason, by lot or by such other method
the Trustee shall deem fair and appropriate. In the event of partial redemption by lot, the particular Notes to be redeemed shall be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the Redemption Date by
the Trustee from the outstanding Notes not previously called for redemption. 
 The Trustee shall promptly notify the Issuer in writing of
the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in amounts of €50,000 or whole multiples of €1,000
in excess thereof; no Notes of less than €50,000 can be redeemed in part, except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of €1,000 shall be
redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. 
 SECTION 3.03. Notice of Redemption. Subject to Section 3.09 hereof, the Issuer shall mail or cause to be mailed by first-class mail,
postage prepaid, notices of redemption at least 30 days but not more than 60 days before the Redemption Date to each Holder of Notes to be redeemed at such Holder’s registered address or otherwise in accordance with Applicable Procedures,
except that redemption notices may be mailed more than 60 days prior to a Redemption Date if the notice is issued in connection with Article VIII or Article XI hereof. Except pursuant to a notice of redemption delivered in accordance with a
redemption pursuant to Section 3.07(b) hereof, notices of redemption may not be conditional. 
 The notice shall identify the Notes to
be redeemed and shall state: 
 (a) the Redemption Date; 
 (b) the redemption price; 
 (c) if any Note is to be redeemed in part only, the portion of the principal
amount of that Note that is to be redeemed and that, after the Redemption Date upon surrender of such 

  

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Note, a new Note or Notes in principal amount equal to the unredeemed portion of the original Note representing the same indebtedness to the extent not
redeemed will be issued in the name of the Holder of the Notes upon cancellation of the original Note; 
 (d) the name and address of the
Paying Agent; 
 (e) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price; 
 (f) that, unless the Issuer defaults in making such redemption payment or the Paying Agent is prohibited from making such payment pursuant to the terms
of this Indenture, interest on Notes called for redemption ceases to accrue on and after the Redemption Date; 
 (g) the paragraph or
subparagraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed; 
 (h) the
Common Code and ISIN number, if any, printed on the Notes being redeemed and that no representation is made as to the correctness or accuracy of any such Common Code and ISIN number that is listed in such notice or printed on the Notes; and

 (i) if in connection with a redemption pursuant to Section 3.07(b) hereof, any condition to such redemption. 
 At the Issuer’s request, the Trustee shall give the notice of redemption in the Issuer’s name and at its expense; provided that the
Issuer shall have delivered to the Trustee, at least 2 Business Days before notice of redemption is required to be mailed or caused to be mailed to Holders pursuant to this Section 3.03 (unless a shorter notice shall be agreed to by the
Trustee), an Officer’s Certificate of the Issuer requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph. 
 SECTION 3.04. Effect of Notice of Redemption. Once notice of redemption is mailed in accordance with Section 3.03 hereof, Notes called
for redemption become irrevocably due and payable on the Redemption Date at the redemption price (except as provided for in Section 3.07(b) hereof). The notice, if mailed in a manner herein provided, shall be conclusively presumed to have been
given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the Holder of any Note designated for redemption in whole or in part shall not affect the validity of the
proceedings for the redemption of any other Note. Subject to Section 3.05 hereof, on and after the Redemption Date, interest ceases to accrue on Notes or portions of Notes called for redemption. 
 SECTION 3.05. Deposit of Redemption Price. 
 (a) Prior to 11:00 a.m. (London time) on the Redemption Date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption price of and accrued and unpaid interest on all Notes to be redeemed on
that Redemption Date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the redemption price of, and accrued and
unpaid interest on, all Notes to be redeemed. 
  

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 (b) If the Issuer complies with the provisions of the preceding paragraph (a), on and after the
Redemption Date, interest shall cease to accrue on the Notes or the portions of Notes called for redemption. If a Note is redeemed on or after a Record Date but on or prior to the related Interest Payment Date, then any accrued and unpaid interest
to the Redemption Date shall be paid to the Person in whose name such Note was registered at the close of business on such Record Date. If any Note called for redemption shall not be so paid upon surrender for redemption because of the failure of
the Issuer to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the Redemption Date until such principal is paid, and to the extent lawful on any interest accrued to the Redemption Date not paid on such unpaid
principal, in each case at the rate provided in the Notes and in Section 4.01 hereof. 
 SECTION 3.06. Notes Redeemed in
Part. Upon surrender of a Note that is redeemed in part, the Issuer shall issue and the Trustee shall authenticate for the Holder at the expense of the Issuer a new Note equal in principal amount to the unredeemed portion of the Note
surrendered representing the same indebtedness to the extent not redeemed; provided that each new Note will be in a principal amount of €50,000 or an integral multiple of €1,000 in excess thereof. It is understood that,
notwithstanding anything in this Indenture to the contrary, only an Authentication Order and not an Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee to authenticate such new Note. 
 SECTION 3.07. Optional Redemption. 
 (a) At any time prior to April 15, 2012, the Issuer may redeem all or a part of the Notes upon notice in accordance with Section 3.03, at a redemption price equal to 100% of the principal amount of such Notes redeemed plus the
Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the right of Holders of record on the relevant record date to receive interest due on the relevant
interest payment date. 
 (b) Until April 15, 2010, the Issuer may, at its option, redeem up to 35% of the aggregate principal amount of
Notes issued by it at a redemption price equal to 109.75% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, the Redemption Date, subject to the right of Holders of Notes of record on the relevant record date to
receive interest due on the relevant interest payment date, with the net cash proceeds received by it from one or more Equity Offerings; provided that (i) at least 50% of the sum of the aggregate principal amount of Notes originally
issued under this Indenture and any Additional Notes issued under this Indenture after the Issue Date remain outstanding immediately after the occurrence of each such redemption; and (ii) each such redemption occurs within 180 days of the date
of closing of each such Equity Offering. 
 Notice of any redemption upon any Equity Offering may be given prior to the completion thereof,
and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. So long as any Notes are listed on a securities
exchange, and to the extent required by such securities exchange, the Issuer shall notify the securities exchange of any such notice of redemption. In addition, the Issuer shall notify the securities exchange of the principal amount of any Notes
outstanding following any partial redemption of the Notes. 
  

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 (c) Except pursuant to clause (a) or (b) of this Section 3.07, the Notes will not be
redeemable at the Issuer’s option prior to April 15, 2012. 
 (d) On and after April 15, 2012, the Issuer may redeem the
Notes, in whole or in part, upon notice in accordance with Section 3.03 at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to the
Redemption Date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on April 15 of each of the years
indicated below: 
  

				
	 Year
	  	Percentage	 
	 2012
	  	104.875	%
	 2013
	  	103.250	%
	 2014
	  	101.625	%
	 2015 and thereafter
	  	100.000	%

 (e) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of
Sections 3.01 through 3.06 hereof. 
 SECTION 3.08. Mandatory Redemption. The Issuer shall not be required to make any
mandatory redemption or sinking fund payments with respect to the Notes. 
 SECTION 3.09. Offers to Repurchase by Application of Excess
Proceeds. 
 (a) In the event that, pursuant to Section 4.10 hereof, the Issuer shall be required to commence an Asset Sale Offer, it
shall follow the procedures specified below. 
 (b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its
commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase
Date”), the Issuer shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if required, Pari Passu Indebtedness (on a pro rata basis, if applicable), or, if less than the Offer
Amount has been tendered, all Notes and Pari Passu Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. 
 (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, up to but
excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer.

 (d) Upon the commencement of an Asset Sale Offer, the Issuer shall send, by first-class mail, postage prepaid, a notice to each of the
Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and holders of Pari
Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer, shall state: 
 (i) that the Asset Sale
Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open; 
  

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 (ii) the Offer Amount, the purchase price and the Purchase Date; 
 (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; 
 (iv) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease
to accrue interest after the Purchase Date; 
 (v) that any Holder electing to have less than all of the aggregate principal
amount of its Notes purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations of €50,000 or whole multiples of €1,000 in excess thereof; 
 (vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the
form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer by book-entry transfer, to the Issuer, the Common Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the
notice at least two Business Days before the Purchase Date; 
 (vii) that Holders shall be entitled to withdraw their election
if the Issuer, the Common Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the
Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; 
 (viii) that, if the aggregate principal amount of Notes and Pari Passu Indebtedness surrendered by the holders thereof exceeds the Offer Amount, the Trustee shall select the Notes and such Pari Passu Indebtedness to be purchased on a
pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of €50,000
or whole multiples of €1,000 in excess thereof are purchased); and 
 (ix) that Holders whose Notes were purchased only
in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased. 
 (e) On or before the Purchase Date, the Issuer shall, to the extent lawful, (1) accept for payment, on a pro rata basis as described
in clause (d)(viii) of this Section 3.09, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered and (2) deliver or cause to
be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof so tendered. 
  

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 (f) The Issuer, the Common Depositary or the Paying Agent, as the case may be, shall promptly mail or
deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon receipt of an
Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or
Officer’s Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent
not repurchased. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date.

 (g) Prior to 11:00 a.m. (London time) on the purchase date, the Issuer shall deposit with the Trustee or with the Paying Agent money
sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent
by the Issuer in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed. 
 Other than as specifically provided in this Section 3.09 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and
references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicable. 
 ARTICLE IV 
 COVENANTS 
 SECTION 4.01. Payment of Notes. The Issuer shall pay or cause to be paid the principal of, premium, if any, and interest on the Notes on
the dates and in the manner provided in the Notes. Principal, premium, if any, and interest shall be considered paid on the date due if the Paying Agent, if other than the Issuer, a Guarantor or an Affiliate of the Issuer or a Guarantor, holds as of
11:00 a.m. London time on the due date money deposited by the Issuer in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due and the Paying Agent is not prohibited from paying
such money to the Holders on that date pursuant to the terms of this Indenture. 
 The Issuer shall pay all Additional Interest, if any, in
the same manner on the dates and in the amounts set forth in the Registration Rights Agreement. 
 The Issuer shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to the then applicable interest rate on the Notes to the extent lawful; it shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace period) at the same rate to the extent lawful. 
  

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 SECTION 4.02. Maintenance of Office or Agency. The Issuer shall maintain the offices or
agencies (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) required under Section 2.03 where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to
or upon the Issuer in respect of the Notes and this Indenture may be served. The Issuer shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Issuer shall fail
to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. 
 The Issuer may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such
purposes and may from time to time rescind such designations; provided that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain such offices or agencies as required by Section 2.03 for
such purposes. The Issuer shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. 
 The Issuer hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Issuer in accordance with Section 2.03
hereof. 
 SECTION 4.03. Reports and Other Information. 
 (a) Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such
annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer shall file with the SEC (and make available to the Trustee and Holders of the Notes (without exhibits), without cost to any Holder, within 15 days
after the Issuer files them with the SEC) from and after the Issue Date, 
 (1) within 90 days (or any other time period then
in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year, annual reports on Form 10-K, or any successor or comparable form, containing the
information required to be contained therein, or required in such successor or comparable form; 
 (2) within 45 days (or any
other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer) after the end of each of the first three fiscal quarters of each fiscal year, reports on Form
10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form; 
 (3) promptly from time to time after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; and 
  

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 (4) any other information, documents and other reports which the Issuer would be required
to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; 
 in each case, in a manner that complies in all material respects
with the requirements specified in such form (assuming the Issuer were a U.S. Person); provided that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer
shall make available such information to prospective purchasers of Notes, in addition to providing such information to the Trustee and the Holders of the Notes, in each case within 15 days after the time the Issuer would be required to file such
information with the SEC, if it were subject to Sections 13 or 15(d) of the Exchange Act. 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, including compliance with any of the covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). In addition, to the extent not
satisfied by the foregoing, for so long as any Notes are outstanding, the Issuer shall furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4)
under the Securities Act. 
 (b) If any direct or indirect parent company of the Issuer is a Guarantor, the Issuer shall be permitted to
satisfy its obligations under this Section 4.03 with respect to financial information relating to the Issuer by furnishing financial information relating to such parent Guarantor; provided that the same is accompanied by consolidating
information that explains in reasonable detail the differences between the information relating to such parent Guarantor, on the one hand, and the information relating to the Issuer and its Restricted Subsidiaries on a standalone basis, on the other
hand. 
 (c) Notwithstanding the foregoing, the requirements of this Section 4.03 shall be deemed satisfied prior to the commencement of
the Exchange Offer or the effectiveness of the Shelf Registration Statement by (1) the filing with the SEC of the Exchange Offer Registration Statement or Shelf Registration Statement (or any other similar registration statement), and any
amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act or (2) posting on its website or providing to the Trustee within 15 days of the time periods after the Issuer would have been required to
file annual and interim reports with the SEC, the financial information (including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section) that would be required to be included in such
reports, subject to exceptions consistent with the presentation of financial information in the Offering Circular. 
 (d) Notwithstanding
anything herein to the contrary, the Issuer will not be deemed to have failed to comply with any of its obligations under this Section 4.03 for purposes of clause (3) under Section 6.01 until 120 days after the date any report is due
under this Section 4.03. 
  

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 SECTION 4.04. Compliance Certificate. 
 (a) The Issuer shall deliver to the Trustee, within 90 days after the end of each fiscal year ending after the Issue Date, a certificate from the
principal executive officer, principal financial officer or principal accounting officer stating that a review of the activities of the Issuer and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of
the signing Officer with a view to determining whether the Issuer and its Restricted Subsidiaries have kept, observed, performed and fulfilled their obligations under this Indenture, and further stating, as to such Officer signing such certificate,
that to the best of his or her knowledge the Issuer and its Restricted Subsidiaries have kept, observed, performed and fulfilled each and every condition and covenant contained in this Indenture and is not in default in the performance or observance
of any of the terms, provisions, covenants and conditions of this Indenture (or, if a Default shall have occurred, describing all such Defaults of which he or she may have knowledge and what action the Issuer is taking or proposes to take with
respect thereto). 
 (b) When any Default has occurred and is continuing under this Indenture, or if the Trustee or the holder of any other
evidence of Indebtedness of the Issuer or any Subsidiary gives any notice or takes any other action with respect to a claimed Default, the Issuer shall promptly (which shall be no more than five (5) Business Days after becoming aware of such
Default) deliver to the Trustee by registered or certified mail or by facsimile transmission an Officer’s Certificate specifying such event and what action the Issuer proposes to take with respect thereto. 
 SECTION 4.05. Taxes. The Issuer shall pay, and shall cause each of its Restricted Subsidiaries to pay, prior to delinquency, all material
taxes, assessments, and governmental levies except such as are contested in good faith and by appropriate negotiations or proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders of the Notes.

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

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 SECTION 4.07. Limitation on Restricted Payments. 
 (a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: 
 (I) declare or pay any dividend or make any payment or distribution on account of the Issuer’s, or any of its Restricted
Subsidiaries’ Equity Interests, including any dividend or distribution payable in connection with any merger or consolidation other than: 
 (A) dividends or distributions by the Issuer payable solely in Equity Interests (other than Disqualified Stock) of the Issuer; or 
 (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect
of any class or series of securities issued by a Restricted Subsidiary other than a Wholly-Owned Subsidiary, the Issuer or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity
Interests in such class or series of securities; 
 (II) purchase, redeem, defease or otherwise acquire or retire for value
any Equity Interests of the Issuer or any direct or indirect parent of the Issuer, including in connection with any merger or consolidation; 
 (III) make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value in each case, prior to any scheduled repayment, sinking fund payment or maturity, any Subordinated
Indebtedness, other than: 
 (A) Indebtedness permitted under clauses (7) and (8) of Section 4.09(b) hereof; or

 (B) the purchase, repurchase or other acquisition of Subordinated Indebtedness purchased in anticipation of satisfying a
sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase or acquisition; or 
 (IV) make any Restricted Investment 
 (all such payments and other actions set forth in clauses (I) through (IV) above
being collectively referred to as “Restricted Payments”), unless, at the time of such Restricted Payment: 
 (1) no Default shall have occurred and be continuing or would occur as a consequence thereof; 
 (2) immediately
after giving effect to such transaction on a pro forma basis, the Issuer could incur $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Test set forth in Section 4.09(a) hereof; and 
  

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 (3) such Restricted Payment, together with the aggregate amount of all other Restricted
Payments made by the Issuer and its Restricted Subsidiaries after the Issue Date (including Restricted Payments permitted by clauses (1), (2) (with respect to the payment of dividends on Refunding Capital Stock pursuant to clause
(b) thereof only), (6)(C) and (14) of Section 4.07(b) hereof, but excluding all other Restricted Payments permitted by Section 4.07(b) hereof), is less than the sum of (without duplication): 
 (A) 50% of the Consolidated Net Income of the Issuer for the period (taken as one accounting period and including the predecessor)
beginning on April 1, 2007, to the end of the Issuer’s recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment, or, in the case such Consolidated Net Income for such period
is a deficit, minus 100% of such deficit; plus 
 (B) 100% of the aggregate net cash proceeds and the fair market value
of marketable securities or other property received by the Issuer since immediately after the Issue Date (other than net cash proceeds to the extent such net cash proceeds have been used to incur Indebtedness, Disqualified Stock or Preferred Stock
pursuant to clause (12)(a) of Section 4.09(b) hereof) from the issue or sale of: 
 (i) (A) Equity Interests
of the Issuer, including Treasury Capital Stock, but excluding cash proceeds and the fair market value of marketable securities or other property received from the sale of: 
 (x) Equity Interests to members of management, directors or consultants of the Issuer, any direct or indirect parent company of the
Issuer and the Issuer’s Subsidiaries after the Issue Date to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of Section 4.07(b) hereof; and 
 (y) Designated Preferred Stock; 
 and (B) to the extent such net cash proceeds are actually contributed to the Issuer, Equity Interests of the Issuer’s direct or indirect parent companies (excluding contributions of the proceeds from the sale of Designated
Preferred Stock of such companies or contributions to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of Section 4.07(b) hereof; or 
 (ii) debt securities of the Issuer that have been converted into or exchanged for such Equity Interests of the Issuer; 
 provided, that this clause (B) shall not include the proceeds from (W) Refunding Capital Stock, (X) Equity Interests or convertible
debt securities of the Issuer sold to a Restricted Subsidiary, (Y) Disqualified Stock or debt securities that have been converted into Disqualified Stock or (Z) Excluded Contributions; plus 
  

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 (C) 100% of the aggregate amount of cash and the fair market value of marketable
securities or other property contributed to the capital of the Issuer following the Issue Date (other than net cash proceeds to the extent such net cash proceeds have been used to incur Indebtedness, Disqualified Stock or Preferred Stock pursuant to
clause (12)(a) of Section 4.09(b) hereof) (other than by a Restricted Subsidiary and other than by any Excluded Contributions); plus 
 (D) 100% of the aggregate amount received in cash and the fair market value of marketable securities or other property received by means of: 
 (i) the sale or other disposition (other than to the Issuer or a Restricted Subsidiary) of Restricted Investments made by the Issuer or
its Restricted Subsidiaries and repurchases and redemptions of such Restricted Investments from the Issuer or its Restricted Subsidiaries and repayments of loans or advances, and releases of guarantees, which constitute Restricted Investments by the
Issuer or its Restricted Subsidiaries, in each case after the Issue Date; or 
 (ii) the sale (other than to the Issuer or a
Restricted Subsidiary) of the stock of an Unrestricted Subsidiary or a distribution from an Unrestricted Subsidiary (other than in each case to the extent the Investment in such Unrestricted Subsidiary was made by the Issuer or a Restricted
Subsidiary pursuant to clause (7) of Section 4.07(b) hereof or to the extent such Investment constituted a Permitted Investment) or a dividend from an Unrestricted Subsidiary after the Issue Date; plus 
 (E) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary after the Issue Date, the fair market value
of the Investment in such Unrestricted Subsidiary (which, if the fair market value of such Investment shall exceed $50.0 million, shall be set forth in writing by an Independent Financial Advisor), at the time of the redesignation of such
Unrestricted Subsidiary as a Restricted Subsidiary other than an Unrestricted Subsidiary to the extent the Investment in such Unrestricted Subsidiary was made by the Issuer or a Restricted Subsidiary pursuant to clause (7) of
Section 4.07(b) hereof or to the extent such Investment constituted a Permitted Investment. 
 (b) The foregoing provisions of
Section 4.07(a) hereof will not prohibit: 
 (1) the payment of any dividend within 60 days after the date of declaration
thereof, if at the date of declaration such payment would have complied with the provisions of this Indenture; 
 (2)
(a) the redemption, repurchase, retirement or other acquisition of any Equity Interests (“Treasury Capital Stock”) or Subordinated Indebtedness of the Issuer or any Equity Interests of any direct or indirect parent company of
the Issuer, in exchange for, or out of the proceeds of the substantially concurrent sale (other than to a Restricted Subsidiary) of, Equity Interests of the Issuer or any direct or indirect parent company of the Issuer to the extent contributed to
the Issuer (in each case, other than any Disqualified 

  

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Stock) (“Refunding Capital Stock”) and (b) if immediately prior to the retirement of Treasury Capital Stock, the declaration and
payment of dividends thereon was permitted under clause (6) of this Section 4.07(b), the declaration and payment of dividends on the Refunding Capital Stock (other than Refunding Capital Stock the proceeds of which were used to redeem,
repurchase, retire or otherwise acquire any Equity Interests of any direct or indirect parent company of the Issuer) in an aggregate amount per year no greater than the aggregate amount of dividends per annum that were declarable and payable on such
Treasury Capital Stock immediately prior to such retirement; 
 (3) the defeasance, redemption, repurchase or other
acquisition or retirement of Subordinated Indebtedness of the Issuer or a Subsidiary Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness of the Issuer or a Subsidiary Guarantor, as the
case may be, which is incurred in compliance with Section 4.09 hereof so long as: 
 (A) the principal amount of such new
Indebtedness does not exceed the principal amount of (or accreted value, if applicable), plus any accrued and unpaid interest on, the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired for value, plus the amount of any
reasonable premium (including reasonable tender premiums), defeasance costs and any reasonable fees and expenses incurred in connection with the issuance of such new Indebtedness; 
 (B) such new Indebtedness is subordinated to the Notes or the applicable Guarantee at least to the same extent as such Subordinated
Indebtedness so purchased, exchanged, redeemed, repurchased, acquired or retired for value; 
 (C) such new Indebtedness has a
final scheduled maturity date equal to or later than the final scheduled maturity date of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired; and 
 (D) such new Indebtedness has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity
of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired; 
 (4) a Restricted Payment to pay for
the repurchase, retirement or other acquisition or retirement for value of Equity Interests (other than Disqualified Stock) of the Issuer or any of its direct or indirect parent companies held by any future, present or former employee, director or
consultant of the Issuer, any of its Subsidiaries or any of its direct or indirect parent companies pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement; provided, that the
aggregate Restricted Payments made under this clause (4) do not exceed in any calendar year $20.0 million (which shall increase to $50.0 million subsequent to the consummation of an underwritten public Equity Offering by the Issuer or any
direct or indirect parent entity of the Issuer) (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum (without giving effect to the following proviso) of $40.0 million in any calendar year
(which shall increase to $75.0 million subsequent to the consummation of an underwritten public Equity Offering by the Issuer or any direct or indirect parent corporation of the Issuer)); provided further that such amount in any
calendar year may be increased by an amount not to exceed: 
 (A) the cash proceeds from the sale of Equity Interests (other
than Disqualified Stock) of the Issuer and, to the extent contributed to the Issuer, Equity Interests of any of the Issuer’s direct or indirect parent companies, in each case to members of management, directors or consultants of the Issuer, any
of its Subsidiaries or any of its direct or indirect parent companies that occurs after the Issue Date, to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments by
virtue of clause (3) of Section 4.07(a) hereof; plus 
  

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 (B) the cash proceeds of key man life insurance policies received by the Issuer or its
Restricted Subsidiaries after the Issue Date; less 
 (C) the amount of any Restricted Payments previously made with
the cash proceeds described in clauses (A) and (B) of this clause (4); 
 and provided further that cancellation of
Indebtedness owing to the Issuer from members of management of the Issuer, any of the Issuer’s direct or indirect parent companies or any of the Issuer’s Restricted Subsidiaries in connection with a repurchase of Equity Interests of the
Issuer or any of its direct or indirect parent companies will not be deemed to constitute a Restricted Payment for purposes of this Section 4.07 or any other provision of this Indenture; 
 (5) the declaration and payment of dividends to holders of any class or series of Disqualified Stock of the Issuer or any of its
Restricted Subsidiaries or any class or series of Preferred Stock of any Restricted Subsidiary issued in accordance with Section 4.09 hereof to the extent such dividends are included in the definition of “Fixed Charges”; 

(6) (A) the declaration and payment of dividends to holders of any class or series of Designated Preferred Stock (other than
Disqualified Stock) issued by the Issuer after the Issue Date; 
 (B) the declaration and payment of dividends to a direct or
indirect parent company of the Issuer, the proceeds of which will be used to fund the payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) of such parent corporation issued after the
Issue Date, provided that the amount of dividends paid pursuant to this clause (B) shall not exceed the aggregate amount of cash actually contributed to the Issuer from the sale of such Designated Preferred Stock; or 
 (C) the declaration and payment of dividends on Refunding Capital Stock that is Preferred Stock in excess of the dividends declarable and
payable thereon pursuant to clause (2) of this Section 4.07(b); 
 provided, in the case of each of (A), (B) and
(C) of this clause (6), that for the most recently ended four full fiscal quarters for which internal financial statements are 

  

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available immediately preceding the date of issuance of such Designated Preferred Stock or the declaration of such dividends on Refunding Capital Stock that
is Preferred Stock, after giving effect to such issuance or declaration on a pro forma basis, the Issuer and its Restricted Subsidiaries on a consolidated basis would have had a Fixed Charge Coverage Ratio of at least 2.00 to 1.00;

 (7) Investments in Unrestricted Subsidiaries having an aggregate fair market value, taken together with all other
Investments made pursuant to this clause (7) that are at the time outstanding, without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities, not to
exceed 2.0% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value); 
 (8) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a
portion of the exercise price of such options or warrants; 
 (9) the declaration and payment of dividends on the
Issuer’s common stock (or the payment of dividends to any direct or indirect parent entity to fund a payment of dividends on such entity’s common stock), following the first public offering of the Issuer’s common stock or the common
stock of any of its direct or indirect parent companies after the Issue Date, in an amount equal to no more than 6.0% per annum of the net cash proceeds received by or contributed to the Issuer in or from any such public offering, other than
public offerings with respect to the Issuer’s common stock registered on Form S-4 or Form S-8 and other than any public sale constituting an Excluded Contribution; 
 (10) Restricted Payments in an aggregate amount equal to the amount of Excluded Contributions previously received by the Issuer and its
Restricted Subsidiaries; 
 (11) other Restricted Payments in an aggregate amount taken together with all other Restricted
Payments made pursuant to this clause (11) not to exceed the greater of 2.5% of Total Assets and $100.0 million; 
 (12)
distributions or payments of Securitization Fees; 
 (13) any Restricted Payment made in connection with the Transaction and
the fees and expenses related thereto or owed to Affiliates (including dividends to any direct or indirect parent of the Issuer to permit payment by such parent of such amount), in each case to the extent permitted by Section 4.11 hereof;

 (14) the repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness pursuant to
the provisions similar to those described under Section 4.10 and Section 4.14 hereof; provided that all Notes validly tendered by Holders in connection with a Change of Control Offer or Asset Sale Offer, as applicable, have been
repurchased, redeemed or acquired for value; 
  

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 (15) the declaration and payment of dividends by the Issuer to, or the making of loans
to, any direct or indirect parent in amounts required for any direct or indirect parent companies to pay, in each case without duplication, 
 (A) franchise and excise taxes and other fees, taxes and expenses required to maintain their corporate existence; 
 (B) foreign, federal, state and local income taxes, to the extent such income taxes are attributable to the income of the Issuer and its Restricted Subsidiaries and, to the extent of the amount actually received from
its Unrestricted Subsidiaries, in amounts required to pay such taxes to the extent attributable to the income of such Unrestricted Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the
amount that the Issuer and its Restricted Subsidiaries would be required to pay in respect of foreign, federal, state and local taxes for such fiscal year were the Issuer, its Restricted Subsidiaries and its Unrestricted Subsidiaries (to the extent
described above) to pay such taxes separately from any such parent entity; 
 (C) customary salary, bonus and other benefits
payable to officers and employees of any direct or indirect parent company of the Issuer to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of the Issuer and its Restricted Subsidiaries;

 (D) general corporate operating and overhead costs and expenses of any direct or indirect parent company of the Issuer to
the extent such costs and expenses are attributable to the ownership or operation of the Issuer and its Restricted Subsidiaries; and 
 (E) fees and expenses other than to Affiliates of the Issuer related to any unsuccessful equity or debt offering of such parent entity; and 
 (16) the distribution, by dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed to the Issuer or a Restricted Subsidiary by, Unrestricted Subsidiaries (other than Unrestricted Subsidiaries, the
primary assets of which are cash and/or Cash Equivalents); 
 provided, that at the time of, and after giving effect to, any Restricted
Payment permitted under clauses (11) and (16) of this Section 4.07(b), no Default shall have occurred and be continuing or would occur as a consequence thereof. 
 (c) As of the Issue Date, all of the Issuer’s Subsidiaries will be Restricted Subsidiaries. The Issuer shall not permit any
Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the last sentence of the definition of “Unrestricted Subsidiary.” For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all
outstanding Investments by the Issuer and its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be deemed to be Restricted Payments in an amount determined as set forth in the last sentence of the definition
of “Investments.” Such designation will be permitted only if a Restricted Payment in such amount would be permitted at such time, 

  

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whether pursuant to Section 4.07(a) hereof or under clause (7), (10) or (11) of Section 4.07(b) hereof, or pursuant to the definition of
“Permitted Investments,” and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Unrestricted Subsidiaries will not be subject to any of the restrictive covenants set forth in this Indenture. 
 SECTION 4.08. Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. 
 (a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise
cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: 
 (1) (A) pay dividends or make any other distributions to the Issuer or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its
profits, or 
 (B) pay any Indebtedness owed to the Issuer or any of its Restricted Subsidiaries; 
 (2) make loans or advances to the Issuer or any of its Restricted Subsidiaries; or 
 (3) sell, lease or transfer any of its properties or assets to the Issuer or any of its Restricted Subsidiaries. 
 (b) The restrictions in Section 4.08(a) hereof shall not apply to encumbrances or restrictions existing under or by reason of: 
 (1) contractual encumbrances or restrictions in effect on the Issue Date, including pursuant to the Senior Credit Facilities and the
related documentation, Hedging Obligations, the Senior Indenture and the related documentation; 
 (2) this Indenture and the
Notes; 
 (3) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of
the nature discussed in clause (3) of Section 4.08(a) hereof on the property so acquired; 
 (4) applicable law or
any applicable rule, regulation or order; 
 (5) any agreement or other instrument of a Person acquired by the Issuer or any
of its Restricted Subsidiaries in existence at the time of such acquisition or at the time it merges with or into the Issuer or any of its Restricted Subsidiaries or assumed in connection with the acquisition of assets from such Person (but, in any
such case, not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and
its Subsidiaries, so acquired or the property or assets so assumed; 
  

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 (6) contracts for the sale of assets, including customary restrictions with respect to a
Subsidiary of the Issuer pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary; 
 (7) Secured Indebtedness otherwise permitted to be incurred pursuant to Section 4.09 hereof and Section 4.12 hereof that limit
the right of the debtor to dispose of the assets securing such Indebtedness; 
 (8) restrictions on cash or other deposits or
net worth imposed by customers under contracts entered into in the ordinary course of business; 
 (9) other Indebtedness,
Disqualified Stock or Preferred Stock of Foreign Subsidiaries permitted to be incurred subsequent to the Issue Date pursuant to the provisions of Section 4.09 hereof; 
 (10) customary provisions in joint venture agreements and other similar agreements or arrangements relating solely to such joint venture;

 (11) customary provisions contained in leases, licenses or similar agreements, including with respect to intellectual
property and other agreements, in each case, entered into in the ordinary course of business; 
 (12) any encumbrances or
restrictions of the type referred to in clauses (1), (2) and (3) of Section 4.08(a) hereof imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the
contracts, instruments or obligations referred to in clauses (1) through (11) of this Section 4.08(b); provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or
refinancings are, in the good faith judgment of the Issuer, no more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement,
refunding, replacement or refinancing; and 
 (13) restrictions created in connection with any Qualified Securitization
Facility that, in the good faith determination of the Issuer, are necessary or advisable to effect such Qualified Securitization Facility. 
 SECTION 4.09. Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. 
 (a) The
Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively,
“incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and the Issuer will not issue any shares of Disqualified Stock and will not permit any Restricted
Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, that the Issuer may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur
Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, if the Fixed Charge Coverage Ratio on a 

  

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consolidated basis for the Issuer and its Restricted Subsidiaries’ most recently ended four fiscal quarters for which internal financial statements are
available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00 (the “Fixed Charge Coverage Test”), determined
on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and
the application of proceeds therefrom had occurred at the beginning of such four-quarter period. 
 (b) The provisions of
Section 4.09(a) hereof shall not apply to: 
 (1) the incurrence of Indebtedness under Credit Facilities by the Issuer or
any of its Restricted Subsidiaries and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount
thereof), up to an aggregate principal amount of $2,060.0 million outstanding at any one time; 
 (2) the incurrence by the
Issuer and any Guarantor of Indebtedness represented by (a) the Notes (including any Guarantee) and the Exchange Notes and related exchange guarantees to be issued in exchange for Notes and Guarantees pursuant to the Registration Rights
Agreement (other than any Additional Notes) and (b) the Senior Notes (including any guarantee thereof) and the exchange notes and related exchange guarantees to be issued in exchange for the Senior Notes and the guarantees thereof pursuant to a
registration rights agreement (other than any additional Senior Notes); 
 (3) Indebtedness of the Issuer and its Subsidiaries
in existence on the Issue Date (other than Indebtedness described in clauses (1) and (2) of this Section 4.09(b)); 
 (4) Indebtedness (including Capitalized Lease Obligations), Disqualified Stock and Preferred Stock incurred by the Issuer or any of its Restricted Subsidiaries, to finance the purchase, lease or improvement of property (real or personal) or
equipment that is used or useful in a Similar Business, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets; so long as such Indebtedness exists at the date of such purchase, lease or improvement or is
created within 270 days thereafter; 
 (5) Indebtedness incurred by the Issuer or any of its Restricted Subsidiaries
constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including letters of credit in respect of workers’ compensation claims, or other Indebtedness with respect to reimbursement type
obligations regarding workers’ compensation claims; provided, that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence;

 (6) Indebtedness arising from agreements of the Issuer or its Restricted Subsidiaries providing for indemnification,
adjustment of purchase price, earnouts or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all
or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; provided, that 
  

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 (A) such Indebtedness is not reflected on the balance sheet of the Issuer or any of its
Restricted Subsidiaries (Contingent Obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (6)(A)); and

 (B) the maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds
including non-cash proceeds (the fair market value of such non-cash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually received by the Issuer and its Restricted Subsidiaries in
connection with such disposition; 
 (7) Indebtedness of the Issuer to a Restricted Subsidiary; provided that any such
Indebtedness owing to a Restricted Subsidiary that is not a Guarantor (other than the Issuer) is expressly subordinated in right of payment to the Notes; provided further that any subsequent issuance or transfer of any Capital Stock or
any other event which results in any Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Issuer or another Restricted Subsidiary) shall be deemed, in each case, to be
an incurrence of such Indebtedness; 
 (8) Indebtedness of a Restricted Subsidiary to the Issuer or another Restricted
Subsidiary; provided that if a Guarantor incurs such Indebtedness to a Restricted Subsidiary that is not a Guarantor (other than the Issuer), such Indebtedness is expressly subordinated in right of payment to the Guarantee of the Notes of
such Guarantor; provided further that any subsequent transfer of any such Indebtedness (except to the Issuer or another Restricted Subsidiary) shall be deemed, in each case, to be an incurrence of such Indebtedness; 
 (9) shares of Preferred Stock of a Restricted Subsidiary issued to the Issuer or another Restricted Subsidiary; provided that any
subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to the
Issuer or another of its Restricted Subsidiaries) shall be deemed in each case to be an issuance of such shares of Preferred Stock; 
 (10) Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes) for the purpose of limiting interest rate risk with respect to any Indebtedness permitted to be incurred pursuant to this Section 4.09,
exchange rate risk or commodity pricing risk; 
 (11) obligations in respect of performance, bid, appeal and surety bonds and
completion guarantees provided by the Issuer or any of its Restricted Subsidiaries in the ordinary course of business; 
  

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 (12) (a) Indebtedness or Disqualified Stock of the Issuer and Indebtedness,
Disqualified Stock or Preferred Stock of the Issuer or any Restricted Subsidiary equal to 200.0% of the net cash proceeds received by the Issuer since immediately after the Issue Date from the issue or sale of Equity Interests of the Issuer or cash
contributed to the capital of the Issuer (in each case, other than proceeds of Disqualified Stock or sales of Equity Interests to the Issuer or any of its Subsidiaries) as determined in accordance with clauses (3)(B) and (3)(C) of
Section 4.07(a) hereof to the extent such net cash proceeds or cash have not been applied pursuant to such clauses to make Restricted Payments or to make other Investments, payments or exchanges pursuant to Section 4.07(b) hereof or to
make Permitted Investments (other than Permitted Investments specified in clauses (1) and (3) of the definition thereof) and (b) Indebtedness or Disqualified Stock of the Issuer and Indebtedness, Disqualified Stock or Preferred Stock
of the Issuer or any Restricted Subsidiary not otherwise permitted hereunder in an aggregate principal amount or liquidation preference, which when aggregated with the principal amount and liquidation preference of all other Indebtedness,
Disqualified Stock and Preferred Stock then outstanding and incurred pursuant to this clause (12)(b), does not at any one time outstanding exceed $250.0 million (it being understood that any Indebtedness, Disqualified Stock or Preferred Stock
incurred pursuant to this clause (12)(b) shall cease to be deemed incurred or outstanding for purposes of this clause (12)(b) but shall be deemed incurred for the purposes of Section 4.09(a) hereof from and after the first date on
which the Issuer or such Restricted Subsidiary could have incurred such Indebtedness, Disqualified Stock or Preferred Stock under Section 4.09(a) hereof without reliance on this clause (12)(b)); 
 (13) the incurrence by the Issuer or any Restricted Subsidiary, of Indebtedness, Disqualified Stock or Preferred Stock which serves to
refund or refinance any Indebtedness, Disqualified Stock or Preferred Stock incurred as permitted under Section 4.09(a) hereof and clauses (2), (3), (4) and (12)(a) of this Section 4.09(b), this clause (13) and clause
(14) of this Section 4.09(b) or any Indebtedness, Disqualified Stock or Preferred Stock issued to so refund or refinance such Indebtedness, Disqualified Stock or Preferred Stock including additional Indebtedness, Disqualified Stock or
Preferred Stock incurred to pay premiums (including reasonable tender premiums), defeasance costs and fees in connection therewith (the “Refinancing Indebtedness”) prior to its respective maturity; provided, that such
Refinancing Indebtedness: 
 (A) has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred
which is not less than the remaining Weighted Average Life to Maturity of, the Indebtedness, Disqualified Stock or Preferred Stock being refunded or refinanced, 
 (B) to the extent such Refinancing Indebtedness refinances (i) Indebtedness subordinated or pari passu to the Notes or
any Guarantee thereof, such Refinancing Indebtedness is subordinated or pari passu to the Notes or the Guarantee at least to the same extent as the Indebtedness being refinanced or refunded or (ii) Disqualified Stock or Preferred
Stock, such Refinancing Indebtedness must be Disqualified Stock or Preferred Stock, respectively, and 
  

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 (C) shall not include: 
 (i) Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary of the Issuer that is not a Guarantor that refinances
Indebtedness, Disqualified Stock or Preferred Stock of the Issuer; 
 (ii) Indebtedness, Disqualified Stock or Preferred
Stock of a Subsidiary of the Issuer that is not a Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of a Guarantor or the Issuer; or 
 (iii) Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or a Restricted Subsidiary that refinances Indebtedness,
Disqualified Stock or Preferred Stock of an Unrestricted Subsidiary; 
 and, provided further, that subclause (A) of this
clause (13) shall not apply to any refunding or refinancing of Indebtedness which matures prior to the Notes; 
 (14)
Indebtedness, Disqualified Stock or Preferred Stock of (x) the Issuer or a Restricted Subsidiary incurred to finance an acquisition or (y) Persons that are acquired by the Issuer or any Restricted Subsidiary or merged into the Issuer or a
Restricted Subsidiary in accordance with the terms of this Indenture; provided that after giving effect to such acquisition or merger, if more than $50.0 million of Indebtedness, Disqualified Stock or Preferred Stock is at any one time
outstanding under this clause (14), either 
 (A) the Issuer would be permitted to incur at least $1.00 of additional
Indebtedness pursuant to the Fixed Charge Coverage Test set forth in Section 4.09(a) hereof, or 
 (B) the Fixed Charge
Coverage Ratio of the Issuer and the Restricted Subsidiaries is equal to or greater than immediately prior to such acquisition or merger; 
 (15) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that
such Indebtedness is extinguished within five Business Days of its incurrence; 
 (16) Indebtedness of the Issuer or any of
its Restricted Subsidiaries supported by a letter of credit issued pursuant to the Credit Facilities, in a principal amount not in excess of the stated amount of such letter of credit; 
 (17) (A) any guarantee by the Issuer or a Restricted Subsidiary of Indebtedness or other obligations of any Restricted Subsidiary so
long as the incurrence of such Indebtedness incurred by such Restricted Subsidiary is permitted under the terms of this Indenture, or 
  

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 (B) any guarantee by a Restricted Subsidiary of Indebtedness of the Issuer;
provided that such guarantee is incurred in accordance with Section 4.15 hereof; 
 (18) Indebtedness consisting
of Indebtedness issued by the Issuer or any of its Restricted Subsidiaries to current or former officers, directors and employees thereof, their respective estates, spouses or former spouses, in each case to finance the purchase or redemption of
Equity Interests of the Issuer or any direct or indirect parent company of the Issuer to the extent described in clause (4) of Section 4.07(b) hereof. 
 (19) customer deposits and advance payments received in the ordinary course of business from customers for goods purchased in the ordinary
course of business; 
 (20) Indebtedness owed on a short-term basis of no longer than 30 days to banks and other financial
institutions incurred in the ordinary course of business of the Issuer and its Restricted Subsidiaries with such banks or financial institutions that arises in connection with ordinary banking arrangements to manage cash balances of the Issuer and
its Restricted Subsidiaries; 
 (21) Indebtedness incurred by a Restricted Subsidiary in connection with bankers’
acceptances, discounted bills of exchange or the discounting or factoring of receivables for credit management purposes, in each case incurred or undertaken in the ordinary course of business on arm’s length commercial terms on a recourse
basis; 
 (22) Indebtedness of the Issuer or any of its Restricted Subsidiaries consisting of (i) the financing of
insurance premiums or (ii) take-or-pay obligations contained in supply arrangements in each case, incurred in the ordinary course of business; and 
 (23) Indebtedness of Foreign Subsidiaries of the Issuer in an amount not to exceed at any one time outstanding and together with any other Indebtedness incurred under this clause (23) 5.0% of the Total Assets of
the Foreign Subsidiaries (it being understood that any Indebtedness incurred pursuant to this clause (23) shall cease to be deemed incurred or outstanding for purposes of this clause (23) but shall be deemed incurred for the purposes of
Section 4.09(a) from and after the first date on which the Issuer or such Restricted Subsidiaries could have incurred such Indebtedness under Section 4.09(a) without reliance on this clause (23)). 
 (c) For purposes of determining compliance with this Section 4.09: 
 (1) in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) meets the criteria of more
than one of the categories of Permitted Indebtedness, Disqualified Stock or Preferred Stock described in clauses (1) through (23) of Section 4.09(b) hereof or is entitled to be incurred pursuant to Section 4.09(a) hereof, the
Issuer, in its sole discretion, will classify or reclassify such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) and will only be required to include the amount and type of such Indebtedness, Disqualified Stock
or Preferred Stock in one of the above clauses or under Section 4.09(a) hereof; provided that all Indebtedness outstanding under the Credit Facilities on the Issue Date will be treated as incurred on the Issue Date under clause
(1) of Section 4.09(b) hereof; and 
  

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 (2) at the time of incurrence, the Issuer will be entitled to divide and classify an item
of Indebtedness in more than one of the types of Indebtedness described in Section 4.09(a) and Section 4.09(b) hereof. 
 Accrual of interest or
dividends, the accretion of accreted value, the accretion or amortization of original issue discount and the payment of interest (including any PIK Interest) or dividends in the form of additional Indebtedness, Disqualified Stock or Preferred Stock,
as the case may be, of the same class will not be deemed to be an incurrence of Indebtedness, Disqualified Stock or Preferred Stock for purposes of this Section 4.09. 
 For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. Dollar Equivalent
principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of
revolving credit debt; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar denominated restriction to be exceeded if
calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not
exceed the principal amount of such Indebtedness being refinanced. 
 The principal amount of any Indebtedness incurred to refinance other
Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on
the date of such refinancing. 
 SECTION 4.10. Asset Sales. 
 (a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, cause, make or suffer to exist an Asset Sale, unless: 
 (1) the Issuer or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to
the fair market value of the assets sold or otherwise disposed of; and 
 (2) except in the case of a Permitted Asset Swap, at
least 75% of the consideration therefor received by the Issuer or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of: 
 (A) any liabilities (as shown on the Issuer’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes
thereto) of the Issuer or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Notes, that are assumed by the transferee of any such assets and for which the Issuer and all of its Restricted Subsidiaries
have been validly released by all applicable creditors in writing, 
  

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 (B) any securities received by the Issuer or such Restricted Subsidiary from such
transferee that are converted by the Issuer or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of such Asset Sale, and 
 (C) any Designated Non-cash Consideration received by the Issuer or such Restricted Subsidiary in such Asset Sale having an aggregate fair
market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed 5.0% of Total Assets at the time of the receipt of such Designated Non-cash
Consideration, with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value, 
 shall be deemed to be cash for purposes of this provision and for no other purpose. 
 (b) Within 450 days
after the receipt of any Net Proceeds of any Asset Sale, the Issuer or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale, 
 (1) to permanently reduce: 
 (A) Obligations under Senior Indebtedness, and to correspondingly reduce commitments with respect thereto; 
 (B) Obligations under Senior Subordinated Indebtedness (and to correspondingly reduce commitments with respect thereto); provided that the Issuer shall equally and ratably reduce Obligations under the Notes by
redeeming Notes as provided under Section 3.07 hereof, through open-market purchases (to the extent such purchases are at or above 100% of the principal amount thereof) or by making an offer (in accordance with the procedures set forth in
Section 3.09 and Section 4.10(c) hereof) to all Holders to purchase their Notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the amount of Notes that would otherwise be prepaid; or

 (C) Indebtedness of a Restricted Subsidiary that is not a Guarantor; 
 (2) to make (a) an Investment in any one or more businesses, provided that such Investment in any business is in the form of
the acquisition of Capital Stock and results in the Issuer or any of its Restricted Subsidiaries, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (b) capital
expenditures or (c) acquisitions of other assets, in each of (a), (b) and (c), used or useful in a Similar Business, or 
  

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 (3) to make an Investment in (a) any one or more businesses, provided that
such Investment in any business is in the form of the acquisition of Capital Stock and results in the Issuer or any of its Restricted Subsidiaries, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a
Restricted Subsidiary, (b) properties or (c) acquisitions of other assets that, in each of (a), (b) and (c), replace the businesses, properties and/or assets that are the subject of such Asset Sale; 
 provided that, in the case of clauses (2) and (3) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the
date of such commitment so long as the Issuer 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, the Issuer or such Restricted Subsidiary enters into
another Acceptable Commitment (a “Second Commitment”) within 180 days of such cancellation or termination; provided further that if any Second Commitment is later cancelled or terminated for any reason before such Net
Proceeds are applied, then such Net Proceeds shall constitute Excess Proceeds. 
 (c) Any Net Proceeds from the Asset Sale that are not
invested or applied as provided and within the time period set forth in Section 4.10(b) hereof will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $50.0 million, the Issuer shall
make an offer to all Holders of the Notes and, if required by the terms of any Indebtedness that is pari passu with the Notes (“Pari Passu Indebtedness”), to the holders of such Pari Passu Indebtedness (an
“Asset Sale Offer”), to purchase the maximum aggregate principal amount of the Notes and such Pari Passu Indebtedness that is at least €50,000 or an integral multiple of €1,000 thereafter that may be purchased out of the
Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof (or accreted value, if less), plus accrued and unpaid interest, if any, to the date fixed for the closing of such offer, in accordance with the
procedures set forth in this Indenture. The Issuer will commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceed $50.0 million by mailing the notice required pursuant to the
terms of this Indenture, with a copy to the Trustee. The Issuer may satisfy the foregoing obligations with respect to any Net Proceeds from an Asset Sale by making an Asset Sale Offer with respect to such Net Proceeds prior to the expiration of the
relevant 450 days or with respect to Excess Proceeds of $50.0 million or less. 
 To the extent that the aggregate amount of Notes and such
Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuer may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in this Indenture. If the
aggregate principal amount of Notes or the Pari Passu Indebtedness surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such Pari Passu Indebtedness to be purchased on a pro rata basis
based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds that resulted in the Asset Sale Offer shall be reset to zero.

  

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 (d) Pending the final application of any Net Proceeds pursuant to this Section 4.10, the holder of
such Net Proceeds may apply such Net Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility or otherwise invest such Net Proceeds in any manner not prohibited by this Indenture. 
 (e) The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the
extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture,
the Issuer will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in this Indenture by virtue thereof. 
 SECTION 4.11. Transactions with Affiliates. (a) The Issuer will not, and will not permit any of its Restricted Subsidiaries to, make
any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or
guarantee with, or for the benefit of, any Affiliate of the Issuer (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $20.0 million, unless: 
 (1) such Affiliate Transaction is on terms that are not materially less favorable to the Issuer or its relevant Restricted Subsidiary than
those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis; and 
 (2) the Issuer delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving
aggregate payments or consideration in excess of $40.0 million, a resolution adopted by the majority of the board of directors of the Issuer approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such
Affiliate Transaction complies with clause (1) of this Section 4.11(a). 
 (b) The provisions of Section 4.11(a) will not
apply to the following: 
 (1) transactions between or among the Issuer or any of its Restricted Subsidiaries; 
 (2) Restricted Payments permitted by Section 4.07 hereof and the definition of “Permitted Investments”; 
 (3) the payment of management, consulting, monitoring, advisory and other fees and related expenses pursuant to the Management Fee
Agreement and the termination fees pursuant to the Management Fee Agreement, or any amendment thereto so long as any such amendment is not more disadvantageous in the good faith judgment of the Issuer to the Holders when taken as a whole, as
compared to the Management Fee Agreement as in effect on the Issue Date; 
 (4) the payment of reasonable and customary fees
paid to, and indemnities provided for the benefit of, current or former officers, directors, employees or consultants of the Issuer, any of its direct or indirect parent companies or any of its Restricted Subsidiaries; 
  

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 (5) transactions in which the Issuer 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 Issuer or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less
favorable to the Issuer or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis; 
 (6) any agreement as in effect as of the Issue Date, or any amendment thereto (so long as any such amendment is not disadvantageous to the
Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date); 
 (7) the existence
of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party
as of the Issue Date and any similar agreements which it may enter into thereafter; provided, that the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of obligations under any future amendment to any such
existing agreement or under any similar agreement entered into after the Issue Date shall only be permitted by this clause (7) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Holders
when taken as a whole; 
 (8) the Transaction and the payment of all fees and expenses related to the Transaction, in each
case as contemplated by the Offering Circular; 
 (9) transactions with customers, clients, suppliers, or purchasers or
sellers of goods or services that are Affiliates, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture which are fair to the Issuer and its Restricted Subsidiaries, in the reasonable
determination of the board of directors of the Issuer or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; 
 (10) the issuance of Equity Interests (other than Disqualified Stock) of the Issuer to any Permitted Holder or to any director, officer,
employee or consultant of the Issuer, any of its direct or indirect parent companies or any of its Restricted Subsidiaries; 
 (11) sales of accounts receivable, or participations therein, or Securitization Assets or related assets in connection with any Qualified Securitization Facility; 
 (12) payments by the Issuer or any of its Restricted Subsidiaries to any of the Investors made for any financial advisory, financing,
underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which payments are approved by a majority of the board of directors of the Issuer
in good faith; 
  

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 (13) payments or loans (or cancellation of loans) to employees or consultants of the
Issuer, any of its direct or indirect parent companies or any of its Restricted Subsidiaries and employment agreements, stock option plans and other similar arrangements with such employees or consultants which, in each case, are approved by a
majority of the board of directors of the Issuer in good faith; and 
 (14) investments by any of the Investors in securities
of the Issuer or any of its Restricted Subsidiaries (and payment of reasonable out-of-pocket expenses incurred by such investors in connection therewith) so long as (i) the investment is being offered generally to other investors on the same or
more favorable terms and (ii) the investment constitutes less than 5% of the proposed or outstanding issue amount of such class of securities. 
 SECTION 4.12. Liens. The Issuer shall not, and shall not permit any Subsidiary Guarantor to, directly or indirectly, create, incur, assume or suffer to exist any Lien (except Permitted Liens) that secures obligations under any
Indebtedness ranking pari passu with or subordinated to the Notes or any related Guarantee, on any asset or property of the Issuer or any Subsidiary Guarantor, or any income or profits therefrom, or assign or convey any right to
receive income therefrom, unless: 
 (1) in the case of Liens securing Subordinated Indebtedness, the Notes and related
Guarantees are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens; or 
 (2) in
all other cases, the Notes or the Guarantees are equally and ratably secured, 
 except that the foregoing shall not apply to (A) Liens
securing the Notes and the related Guarantees and (B) Liens securing Senior Indebtedness of the Issuer or any Guarantor. 
 SECTION
4.13. Company Existence. Subject to Article VIII hereof, the Issuer shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its company existence, and the corporate, partnership or other
existence of each of its Restricted Subsidiaries, in accordance with the respective organizational documents (as the same may be amended from time to time) of the Issuer or any such Restricted Subsidiary and (ii) the rights (charter and
statutory), licenses and franchises of the Issuer and its Restricted Subsidiaries; provided that the Issuer shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its
Restricted Subsidiaries (other than the Issuer), if the Issuer in good faith shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Issuer and its Restricted Subsidiaries, taken as a whole.

 SECTION 4.14. Offer to Repurchase Upon Change of Control. If a Change of Control occurs, unless the Issuer has previously or
concurrently mailed a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuer shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of
Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of 

  

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purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date.
Within 30 days following any Change of Control, the Issuer shall send notice of such Change of Control Offer by first-class mail, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Note Register or
otherwise in accordance with Applicable Procedures, with a copy to the Trustee, with the following information: 
 (1) that a
Change of Control Offer is being made pursuant to this Section 4.14 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer; 
 (2) the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date such notice is
mailed (the “Change of Control Payment Date”); 
 (3) that any Note not properly tendered will remain
outstanding and continue to accrue interest; 
 (4) that unless the Issuer defaults in the payment of the Change of Control
Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date; 
 (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the
reverse of such Notes completed, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; 
 (6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes,
provided that the paying agent receives, not later than the close of business on the expiration date of the Change of Control Offer, a facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of
Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased; 
 (7) that if the Issuer is redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes
surrendered. The unpurchased portion of the Notes must be equal to at least €50,000 or an integral multiple of €1,000 thereafter; 
 (8) if such notice is mailed prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control; and 
 (9) the other instructions, as determined by the Issuer, consistent with this Section 4.14 described hereunder, that a Holder must
follow. 
  

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 The notice, if mailed in a manner herein provided, shall be conclusively presumed to have been given, whether or not the
Holder receives such notice. If (a) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or
such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act
and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws
or regulations conflict with the provisions of this Indenture, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture by virtue thereof. 

(b) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law, 
 (1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer, 

(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions
thereof so tendered, and 
 (3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted
together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer. 
 (c) The Issuer shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the
requirements set forth in this Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a
Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. 
 (d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the
provisions of Sections 3.02, 3.05 and 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicable.

 SECTION 4.15. Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Issuer shall not permit any
Restricted Subsidiary that is a wholly-owned Domestic Subsidiary, other than a Guarantor, to guarantee the payment of any Indebtedness (or any interest on such Indebtedness) under the Senior Credit Facilities unless: 
 (1) such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this Indenture, the form of which is
attached as Exhibit D hereto, providing for a Guarantee by such Restricted Subsidiary, except that with respect 

  

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to a guarantee of Indebtedness of the Issuer or any Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or
such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to
the Notes; 
 (2) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or
advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against any Guarantor or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee or otherwise; and

 (3) such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that: 
 (A) such Guarantee has been duly executed and authorized; and 
 (B) such Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement
thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity. 
 SECTION 4.16. Suspension of Covenants. 
 (a) During any period of time that (i) the Notes have Investment Grade Ratings from both Rating Agencies and (ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the
foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event” and the date thereof being referred to as the “Suspension Date”) then, Section 4.07 hereof,
Section 4.08 hereof, Section 4.09 hereof, Section 4.10 hereof, Section 4.11 hereof, Section 4.14 hereof, Section 4.15 hereof, Section 4.17 hereof and clause (4) of Section 5.01(a) hereof shall not be
applicable to the Notes (collectively, the “Suspended Covenants”). 
 (b) During any period that the foregoing covenants
have been suspended, the Issuer may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to the second sentence of the definition of “Unrestricted Subsidiary.” 
 (c) In the event that the Issuer and its Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time
as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade
Rating, then the Issuer and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events. The period of time between the Suspension Date and the Reversion Date is referred
to in this Section 4.16 as the “Suspension Period.” The Guarantees of the Subsidiary Guarantors will be suspended during the Suspension Period. Additionally, upon the occurrence of a Covenant Suspension Event, the amount of
Excess Proceeds from Net Proceeds shall be reset to zero. 
  

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 (d) Notwithstanding the foregoing, in the event of any such reinstatement, no action taken or omitted to
be taken by the Issuer or any of its Restricted Subsidiaries prior to such reinstatement will give rise to a Default or Event of Default under this Indenture with respect to the Notes; provided that (1) with respect to Restricted
Payments made after such reinstatement, the amount of Restricted Payments made will be calculated as though Section 4.07 had been in effect prior to, but not during, the Suspension Period; and (2) all Indebtedness incurred, or Disqualified
Stock issued, during the Suspension Period will be classified to have been incurred or issued pursuant to Section 4.09(b)(3). In addition, for purposes of clause (3) of Section 4.07(a) hereof, all events set forth in such clause
(3) occurring during a Suspension Period shall be disregarded for purposes of determining the amount of Restricted Payments the Issuer or any Restricted Subsidiary is permitted to make pursuant to such clause (3). 
 (e) The Issuer shall deliver promptly to the Trustee an Officer’s Certificate of the Issuer notifying it of any event set forth under this
Section 4.16. 
 SECTION 4.17. Limitation on Layering. 
 Notwithstanding anything to the contrary, the Issuer shall not, and shall not permit the Issuer or any other Guarantor to, directly or indirectly, incur
any Indebtedness (including Acquired Indebtedness) that is subordinate in right of payment to any Senior Indebtedness of the Issuer or such other Guarantor, as the case may be, unless such Indebtedness is either: 
 (a) equal in right of payment with the Notes or the Issuer’s or such other Guarantor’s Guarantee of the Notes, as the case may be; or

 (b) expressly subordinated in right of payment to the Notes or such Guarantor’s Guarantee of the Notes, as the case may be.

 For the purposes of this Indenture, Indebtedness that is unsecured is not deemed to be subordinated or junior to Secured Indebtedness
merely because it is unsecured, and Senior Indebtedness is not deemed to be subordinated or junior to any other Senior Indebtedness merely because it has a junior priority with respect to the same collateral. 
 ARTICLE V 
 SUCCESSORS 
 SECTION 5.01. Merger, Consolidation or Sale of All or Substantially All Assets. 
 (a) The Issuer may not consolidate or merge with or into or wind up into (whether or not the Issuer is the surviving corporation), or sell, assign,
transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless: 
 (1) the Issuer is the surviving business entity or the Person formed by or surviving any such consolidation or merger (if other than the
Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made, is a Person organized or existing under the laws of the jurisdiction of organization of the 

  

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Issuer or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Person, as the case may be, being herein
called the “Successor Company”); provided that in the case where the surviving Person is not a corporation, a co-obligor of the Notes is a corporation; 
 (2) the Successor Company, if other than the Issuer, expressly assumes all the obligations of the Issuer under the Notes pursuant to
supplemental indentures or other documents or instruments; 
 (3) immediately after such transaction, no Default exists;

 (4) immediately after giving pro forma effect to such transaction and any related financing or debt reduction
transactions, as if such transactions had occurred at the beginning of the applicable four-quarter period, 
 (A) the
Successor Company or the Issuer would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Test set forth in Section 4.09(a) hereof, or 
 (B) the Fixed Charge Coverage Ratio for the Issuer and the Restricted Subsidiaries would be equal to or greater than the Fixed Charge
Coverage Ratio for the Issuer and its Restricted Subsidiaries immediately prior to such transaction; 
 (5) each Guarantor,
unless it is the other party to the transactions described above, in which case Section 5.01(c)(1)(B) hereof shall apply, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under this
Indenture, the Notes and the Registration Rights Agreement; and 
 (6) the Issuer shall have delivered to the Trustee an
Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with this Indenture. 
 (b) The Successor Company will succeed to, and be substituted for the Issuer under this Indenture, the Guarantees and the Notes, as applicable.

 Notwithstanding clauses (3) and (4) of Section 5.01(a) hereof, 
 (1) any Restricted Subsidiary may consolidate with or merge with or transfer all or part of its properties and assets to the Issuer, and

 (2) the Issuer may merge with an Affiliate of the Issuer solely for the purpose of reincorporating the Issuer in a State of
the United States so long as the amount of Indebtedness of the Issuer and its Restricted Subsidiaries is not increased thereby. 
 (c)
Subject to Section 11.06 hereof, no Subsidiary Guarantor will, and the Issuer will not permit any such Subsidiary Guarantor to, consolidate or merge with or into or wind up into (whether or not the Issuer or such Subsidiary Guarantor is the
surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless: 
 (1) (A) such Subsidiary Guarantor is the surviving business entity or the Person formed by or surviving any such consolidation or
merger (if other than such Subsidiary Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a Person organized or existing under the laws of the jurisdiction of organization of such
Subsidiary Guarantor, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Person being herein called the “Successor Person”); 
  

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 (B) the Successor Person, if other than such Subsidiary Guarantor, expressly assumes all
the obligations of such Guarantor under this Indenture and such Subsidiary Guarantor’s related Guarantee pursuant to supplemental indentures or other documents or instruments; 
 (C) immediately after such transaction, no Default exists; and 
 (D) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such
consolidation, merger or transfer and such supplemental indentures, if any, comply with this Indenture; or 
 (2) the
transaction is made in compliance with Section 4.10 hereof. 
 (d) Subject to Section 11.06 hereof, the Successor Person will
succeed to, and be substituted for, such Subsidiary Guarantor under this Indenture and such Subsidiary Guarantor’s Guarantee. Notwithstanding the foregoing, any Subsidiary Guarantor may merge with or transfer all or part of its properties and
assets to the Issuer or any Subsidiary Guarantor and any such Subsidiary Guarantor may merge with a Subsidiary of the Issuer solely for the purpose of reincorporating such Subsidiary Guarantor in another jurisdiction (regardless of clause
(1) of paragraph (c) above) so long as the amount of Indebtedness of the Issuer and its Restricted Subsidiaries is not increased thereby and so long as the surviving entity (if not the Subsidiary Guarantor) assumes all of the Subsidiary
Guarantor’s obligations under its Guarantee in connection with such reincorporation. 
 (e) Notwithstanding anything herein to the
contrary, this Section 5.01 shall not apply to any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Issuer and its Restricted Subsidiaries, including the merger of
PTS Acquisition Corp. with and into Cardinal Health 409, Inc. 
 SECTION 5.02. Successor Corporation Substituted. Upon any
consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer or a Guarantor in accordance with Section 5.01 hereof, the successor corporation formed
by such consolidation or into or with which the Issuer or such Guarantor, as applicable, is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and
after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to the Issuer or such Guarantor, as applicable, shall refer 

  

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instead to the successor corporation and not to the Issuer or such Guarantor, as applicable), and may exercise every right and power of the Issuer or such
Guarantor, as applicable, under this Indenture with the same effect as if such successor Person had been named as the Issuer or a Guarantor, as applicable, herein; provided that the predecessor Issuer shall not be relieved from the obligation
to pay the principal of and interest on the Notes except in the case of a sale, assignment, transfer, conveyance or other disposition of all of the Issuer’s assets that meets the requirements of Section 5.01 hereof. 
 ARTICLE VI 
 DEFAULTS AND REMEDIES 

 SECTION 6.01. Events of Default. An “Event of Default” wherever used herein, means any one of the following
events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body): 
 (1) default in payment when due and payable, upon redemption, acceleration or
otherwise, of principal of, or premium, if any, on the Notes (whether or not such payment is prohibited by the subordination provisions of this Indenture); 
 (2) default for 30 days or more in the payment when due of interest on or with respect to the Notes (whether or not such payment is prohibited by the subordination provisions of this Indenture); 
 (3) failure by the Issuer or any Guarantor for 60 days after receipt of written notice given by the Trustee or the Holders of not less
than 30% in principal amount of the Notes to comply with any of its obligations, covenants or agreements (other than a default referred to in clauses (1) and (2) above) contained in this Indenture or the Notes; 
 (4) default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any
Indebtedness for money borrowed by the Issuer or any of its Restricted Subsidiaries or the payment of which is guaranteed by the Issuer or any of its Restricted Subsidiaries, other than Indebtedness owed to the Issuer or a Restricted Subsidiary,
whether such Indebtedness or guarantee now exists or is created after the issuance of the Notes, if both: 
 (A) such default
either results from the failure to pay any principal of such Indebtedness at its stated final maturity (after giving effect to any applicable grace periods) or relates to an obligation other than the obligation to pay principal of any such
Indebtedness at its stated final maturity and results in the holder or holders of such Indebtedness causing such Indebtedness to become due prior to its stated maturity; and 
 (B) the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to
pay principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregate $50.0 million or more at any one time outstanding; 
  

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 (5) failure by the Issuer or any Significant Subsidiary (or any group of Subsidiaries
that together would constitute a Significant Subsidiary) to pay final judgments aggregating in excess of $50.0 million, which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after such judgment becomes
final, and in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed; 
 (6) the Issuer or any of its Subsidiaries that is a 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: 
 (i) commences proceedings to
be adjudicated bankrupt or insolvent; 
 (ii) consents to the institution of bankruptcy or insolvency proceedings against it,
or the filing by it of a petition or answer or consent seeking reorganization or relief under applicable Bankruptcy law; 
 (iii) consents to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or other similar official of it or for all or substantially all of its property; 
 (iv) makes a general assignment for the benefit of its creditors; or 
 (v) generally is not paying its debts as they become due; 
 (7) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: 
 (i) is for relief against the Issuer or any of its Subsidiaries that is a Significant Subsidiary (or any group of Subsidiaries that, taken
together, would constitute a Significant Subsidiary), in a proceeding in which the Issuer or any such Subsidiaries, that is a Significant Subsidiary (or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary), is
to be adjudicated bankrupt or insolvent; 
 (ii) appoints a receiver, liquidator, assignee, trustee, sequestrator or other
similar official of the Issuer or any of its Subsidiaries that is a Significant Subsidiary (or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary), or for all or substantially all of the property of the Issuer
or any of its Subsidiaries that is a Significant Subsidiary (or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary); or 
  

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 (iii) orders the liquidation of the Issuer or any of its Subsidiaries that is a
Significant Subsidiary (or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary); 
 and the order or decree remains
unstayed and in effect for 60 consecutive days; or 
 (8) the Guarantee of any Significant Subsidiary (or any group of
Subsidiaries that together would constitute a Significant Subsidiary) shall for any reason cease to be in full force and effect or be declared null and void or any responsible officer of any Guarantor that is a Significant Subsidiary (or the
responsible officers of any group of Subsidiaries that together would constitute a Significant Subsidiary), as the case may be, denies that it has any further liability under its Guarantee or gives notice to such effect, other than by reason of the
termination of this Indenture or the release of any such Guarantee in accordance with this Indenture. 
 SECTION 6.02.
Acceleration. If any Event of Default (other than an Event of Default specified in clause (6) or (7) of Section 6.01 hereof) occurs and is continuing under this Indenture, the Trustee or the Holders of at least 30% in
principal amount of the then total outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately; provided, that so long as any
Indebtedness permitted to be incurred under this Indenture as part of the Senior Credit Facilities shall be outstanding, no such acceleration shall be effective until the earlier of: 
 (1) acceleration of any such Indebtedness under the Senior Credit Facilities; or 
 (2) five Business Days after the giving of written notice of such acceleration to the Issuer and the Representative with respect to the
Senior Credit Facilities. 
 Upon the effectiveness of such declaration, such principal and interest shall be due and payable immediately.
The Trustee shall have no obligation to accelerate the Notes if in the best judgment of the Trustee acceleration is not in the best interests of the Holders of the Notes. 
 Notwithstanding the foregoing, in the case of an Event of Default arising under clause (6) or (7) of Section 6.01 hereof, all outstanding Notes shall be due and payable immediately without further
action or notice. 
 The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee
may on behalf of all of the Holders of all of the Notes waive any existing Default and its consequences (except a continuing Default in the payment of interest on, premium, if any, or the principal of any Note held by a non-consenting Holder) and
rescind any acceleration with respect to the Notes and its consequences (except if such rescission would conflict with any judgment of a court of competent jurisdiction). 
 In the event of any Event of Default specified in clause (4) of Section 6.01 hereof, such Event of Default and all consequences thereof (excluding any resulting payment default, other than as a result of
acceleration of the Notes) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose: 
 (A) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged; or 
  

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 (B) holders thereof have rescinded or waived the acceleration, notice or action (as the case may be)
giving rise to such Event of Default; or 
 (C) the default that is the basis for such Event of Default has been cured. 
 SECTION 6.03. Other Remedies. If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the
payment of principal, premium, if any, and interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture. 
 The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon
an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law. 
 SECTION 6.04. Waiver of Past Defaults. Subject to Section 6.02 hereof, Holders of not less than a majority in aggregate principal
amount of the then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences hereunder (except a continuing Default in the payment of the principal of, premium, if
any, or interest on, any Note held by a non-consenting Holder) (including in connection with an Asset Sale Offer or a Change of Control Offer). Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall
be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. 
 SECTION 6.05. Control by Majority. Holders of a majority in principal amount of the then total outstanding Notes may direct the time,
method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or this Indenture or
that the Trustee determines is unduly prejudicial to the rights of any other Holder of a Note or that would involve the Trustee in personal liability. 
 SECTION 6.06. Limitation on Suits. Subject to Section 6.07 hereof, no Holder of a Note may pursue any remedy with respect to this Indenture or the Notes unless: 
 (1) such Holder has previously given the Trustee notice that an Event of Default is continuing; 
 (2) Holders of at least 30% in principal amount of the total outstanding Notes have requested the Trustee to pursue the remedy;

  

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 (3) Holders of the Notes have offered the Trustee reasonable security or indemnity
against any loss, liability or expense; 
 (4) the Trustee has not complied with such request within 60 days after the receipt
thereof and the offer of security or indemnity; and 
 (5) Holders of a majority in principal amount of the total outstanding
Notes have not given the Trustee a direction inconsistent with such request within such 60-day period. 
 A Holder of a Note may not use this
Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another Holder of a Note. 
 SECTION
6.07. Rights of Holders of Notes to Receive Payment. Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of principal of, premium, if any, and interest on the Note, on or after the
respective due dates expressed in the Note (including in connection with an Asset Sale Offer or a Change of Control Offer), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected
without the consent of such Holder. 
 SECTION 6.08. Collection Suit by Trustee. If an Event of Default specified in
Section 6.01(1) or (2) hereof occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Issuer for the whole amount of principal of, premium, if any, and interest
remaining unpaid on the Notes and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel. 
 SECTION 6.09. Restoration of Rights and Remedies. If the Trustee
or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in
every such case, subject to any determination in such proceedings, the Issuer, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the
Holders shall continue as though no such proceeding has been instituted. 
 SECTION 6.10. Rights and Remedies Cumulative.
Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in Section 2.07 hereof, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to
be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise.
The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. 
 SECTION 6.11. Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Note to exercise any right or
remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default 

  

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or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and
as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be. 
 SECTION 6.12. Trustee May File Proofs of
Claim. The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Issuer (or any other obligor upon the Notes including the Guarantors), its creditors or its property
and shall be entitled and empowered to participate as a member in any official committee of creditors appointed in such matter and to collect, receive and distribute any money or other property payable or deliverable on any such claims and any
custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any
amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To the extent that the payment of any such
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the
same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of
reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition
affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding. 
 SECTION 6.13. Priorities. If the Trustee or any Agent collects any money pursuant to this Article VI, it shall pay out the money in the following order: 
 (i) to the Trustee, such Agent, their agents and attorneys for amounts due under Section 7.07 hereof, including payment of all
compensation, expenses and liabilities incurred, and all advances made, by the Trustee or such Agent and the costs and expenses of collection; 
 (ii) to holders of Senior Indebtedness of the Issuer, and if such money or property has been collected from a Guarantor, to holders of Senior Indebtedness of such Guarantor, in each case to the extent required by
Article X or Article XII hereof, as applicable; 
 (iii) to Holders of Notes for amounts due and unpaid on the Notes for
principal, premium, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, and interest, respectively; and 
 (iv) to the Issuer or to such party as a court of competent jurisdiction shall direct including a Guarantor, if applicable. 
  

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 The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this
Section 6.13. 
 SECTION 6.14. Undertaking for Costs. In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its
discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.14
does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in principal amount of the then outstanding Notes. 
 ARTICLE VII 
 TRUSTEE 
 SECTION 7.01. Duties of Trustee. 
 (a)
If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use
under the circumstances in the conduct of such person’s own affairs. 
 (b) Except during the continuance of an Event of Default:

 (i) the duties of the Trustee shall be determined solely by the express provisions of this Indenture and the Trustee need
perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and 
 (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of
the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provision hereof are specifically
required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. 
 (c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct,
except that: 
 (i) this paragraph does not limit the effect of paragraph (b) of this Section 7.01; 
 (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved in a court
of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts; and 
  

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 (iii) the Trustee shall not be liable with respect to any action it takes or omits to
take in good faith in accordance with a direction received by it pursuant to Section 6.02, 6.04 or 6.05 hereof. 
 (d) Whether or not
therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section 7.01. 
 (e) The Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of the
Holders of the Notes unless the Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. 
 (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer. Money held in trust by the Trustee need not be segregated from other funds except to the extent
required by law. 
 SECTION 7.02. Rights of Trustee. 
 (a) The Trustee may conclusively rely upon any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the
document, but the Trustee, in its 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 Issuer and its Restricted Subsidiaries, personally or by agent or attorney at the sole cost of the Issuer and shall incur no liability or additional liability of any kind by reason of such inquiry or
investigation. 
 (b) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate of the Issuer or the
Issuer or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel of its
selection and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance
thereon. 
 (c) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any
agent or attorney appointed with due care. 
 (d) The Trustee shall not be liable for any action it takes or omits to take in good faith that
it believes to be authorized or within the rights or powers conferred upon it by this Indenture. 
 (e) Unless otherwise specifically
provided in this Indenture, any demand, request, direction or notice from the Issuer shall be sufficient if signed by an Officer of the Issuer. 
 (f) None of the provisions of this Indenture shall require the Trustee to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance 

  

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of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such
funds or indemnity satisfactory to it against such risk or liability is not assured to it. 
 (g) The Trustee shall not be deemed to have
notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a Default is received by the Trustee at the Corporate Trust Office of the
Trustee, and such notice references the Notes and this Indenture. 
 (h) In no event shall the Trustee be responsible or liable for special,
indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

 (i) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be
indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder. 
 (j) In the event the Issuer is required to pay Additional Interest, the Issuer will provide written notice to the Trustee of the Issuer’s obligation
to pay Additional Interest no later than 15 days prior to the next Interest Payment Date, which notice shall set forth the amount of the Additional Interest to be paid by the Issuer. The Trustee shall not at any time be under any duty or
responsibility to any Holders to determine whether the Additional Interest is payable and the amount thereof. 
 SECTION 7.03. Individual
Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuer or any Affiliate of the Issuer with the same rights it would have if it were not
Trustee. However, in the event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as trustee or resign. Any Agent may do the same with like rights and
duties. The Trustee is also subject to 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 Issuer’s use of the proceeds from the Notes or any money paid to the Issuer or upon the
Issuer’s direction under any provision of this Indenture, it shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital
herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication. 
 SECTION 7.05. Notice of Defaults. If a Default occurs and is continuing and if it is known to the Trustee, the Trustee shall mail to
Holders of Notes a notice of the Default within 90 days after it occurs. Except in the case of a Default relating to the payment of principal, premium, if any, or interest on any Note, the Trustee may withhold from the Holders notice of 

  

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any continuing Default if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of
the Holders of the Notes. The Trustee shall not be deemed to know of any Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is such a Default is received by the Trustee in
accordance with Section 14.02 hereof at the Corporate Trust Office of the Trustee and such notice references the Notes and this Indenture. 
 SECTION 7.06. Reports by Trustee to Holders of the Notes. Within 60 days after each June 15, beginning with the June 15 following the date of this Indenture, and for so long as Notes remain outstanding, the Trustee
shall mail to the Holders of the Notes a brief report dated as of such reporting date that complies with Trust Indenture Act Section 313(a) (but if no event described in Trust Indenture Act Section 313(a) has occurred within the twelve
months preceding the reporting date, no report need be transmitted). The Trustee also shall comply with Trust Indenture Act Section 313(b)(2). The Trustee shall also transmit by mail all reports as required by Trust Indenture Act
Section 313(c). A copy of each report at the time of its mailing to the Holders of Notes shall be mailed to the Issuer and filed with the SEC and each stock exchange on which the Notes are listed in accordance with Trust Indenture Act
Section 313(d). The Issuer shall promptly notify the Trustee when the Notes are listed on any stock exchange. 
 SECTION 7.07.
Compensation and Indemnity. The Issuer shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as the parties shall agree in writing from time to time. The Trustee’s
compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to
the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. 
 The Issuer and the Guarantors, jointly and severally, shall indemnify the Trustee and its officers, directors, employees, agents and any predecessor trustee and its officers, directors, employees and agents for, and
hold the Trustee harmless against, any and all loss, damage, claims, liability or expense (including attorneys’ fees) incurred by it in connection with the acceptance or administration of this trust and the performance of its duties hereunder
(including the costs and expenses of enforcing this Indenture against the Issuer or any of the Guarantors (including this Section 7.07) or defending itself against any claim whether asserted by any Holder, the Issuer or any Guarantor, or
liability in connective with the acceptance, exercise or performance of any of its powers or duties hereunder). The Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuer
shall not relieve the Issuer of its obligations hereunder. The Issuer shall defend the claim and the Trustee may have separate counsel and the Issuer shall pay the fees and expenses of such counsel. The Issuer need not reimburse any expense or
indemnify against any loss, liability or expense incurred by the Trustee through the Trustee’s own willful misconduct, negligence or bad faith. The obligations of the Issuer under this Section 7.07 shall survive the satisfaction and
discharge of this Indenture or the earlier resignation or removal of the Trustee. 
 Notwithstanding the provisions of Section 4.12
hereof, to secure the payment obligations of the Issuer and the Guarantors in this Section 7.07, the Trustee shall have a Lien 

  

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prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes.
Such Lien shall survive the satisfaction and discharge of this Indenture. 
 When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 6.01(6) or (7) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under
any Bankruptcy Law. 
 The Trustee shall comply with the provisions of Trust Indenture Act Section 313(b)(2) to the extent applicable.

 SECTION 7.08. Replacement of Trustee. A resignation or removal of the Trustee and appointment of a successor Trustee shall
become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Issuer. The
Holders of a majority in principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Issuer in writing. The Issuer may remove the Trustee if: 
 (A) the Trustee fails to comply with Section 7.10 hereof or Section 310 of the Trust Indenture Act; 
 (B) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy
Law; 
 (C) a custodian 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 Issuer shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the
Holders of a majority in principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Issuer. 
 If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee (at the Issuer’s expense), the Issuer or the Holders of at least 10% in principal
amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee. 
 If the
Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10 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 Issuer. Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of 

  

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the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall promptly transfer all
property held by it as Trustee to the successor Trustee; provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant to
this Section 7.08, the Issuer’s obligations under Section 7.07 hereof shall continue for the benefit of the retiring Trustee. 
 SECTION 7.09. Successor Trustee by Merger, etc. If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without
any further act shall be the successor Trustee. 
 SECTION 7.10. Eligibility; Disqualification. There shall at all times be a
Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or
examination by federal or state authorities and that has, together with its parent, a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition. 
 This Indenture shall always have a Trustee who satisfies the requirements of Trust Indenture Act Sections 310(a)(1), (2) and (5). The Trustee is
subject to Trust Indenture Act Section 310(b). 
 SECTION 7.11. Preferential Collection of Claims Against Issuer. The
Trustee is subject to Trust Indenture Act Section 311(a), excluding any creditor relationship listed in Trust Indenture Act Section 311(b). A Trustee who has resigned or been removed shall be subject to Trust Indenture Act
Section 311(a) to the extent indicated therein. 
 ARTICLE VIII 
 LEGAL DEFEASANCE AND COVENANT DEFEASANCE 
 SECTION 8.01. Option to Effect
Legal Defeasance or Covenant Defeasance. The Issuer may, at its option and at any time, elect to have either Section 8.02 or 8.03 hereof applied to all outstanding Notes upon compliance with the conditions set forth below in this
Article VIII. 
 SECTION 8.02. Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 8.01 hereof
of the option applicable to this Section 8.02, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to
all outstanding Notes and Guarantees on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire
Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below,
and to have satisfied all its other obligations under such Notes and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except
for the following provisions which shall survive until otherwise terminated or discharged hereunder: 
 (A) the rights of
Holders of Notes to receive payments in respect of the principal of, premium, if any, and interest on the Notes when such payments are due solely out of the trust created pursuant to this Indenture referred to in Section 8.04 hereof;

  

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 (B) the Issuer’s obligations with respect to Notes concerning issuing temporary
Notes, registration of such Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust; 
 (C) the rights, powers, trusts, duties and immunities of the Trustee, and the Issuer’s obligations in connection therewith; and

 (D) this Section 8.02. 
 Subject to compliance with this Article VIII, the Issuer may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof. 
 SECTION 8.03. Covenant Defeasance. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this
Section 8.03, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08,
4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15 and 4.17 hereof and clauses (4) and (5) of Section 5.01(a), Sections 5.01(c) and 5.01(d) hereof with respect to the outstanding Notes on and after the date the conditions set forth in
Section 8.04 hereof are satisfied (“Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the
consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes).
For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuer may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly
or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or
an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option
applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(3) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(4), 6.01(5),
6.01(6) (solely with respect to a Significant Subsidiary of the Issuer but not with respect to the Issuer), 6.01(7) (solely with respect to a Significant Subsidiary of the Issuer but not with respect to the Issuer) and 6.01(8) hereof shall not
constitute Events of Default. 
  

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 SECTION 8.04. Conditions to Legal or Covenant Defeasance. The following shall be the
conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes: 
 In order to exercise either Legal
Defeasance or Covenant Defeasance with respect to the Notes: 
 (1) the Issuer must irrevocably deposit with the Trustee, in
trust, for the benefit of the Holders of the Notes, cash in euros, non-callable European Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public
accountants, to pay the principal of, premium, if any, and interest due on the Notes on the stated maturity date or on the Redemption Date, as the case may be, of such principal, premium, if any, or interest on such Notes and the Issuer must specify
whether such Notes are being defeased to maturity or to a particular Redemption Date; 
 (2) in the case of Legal Defeasance,
the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, 
 (A) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling, or 
 (B) since the issuance of the Notes, there has been a change in the applicable U.S. federal income tax law, 
 in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the
Holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the
same times as would have been the case if such Legal Defeasance had not occurred; 
 (3) in the case of Covenant Defeasance,
the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the Notes will not recognize income, gain or loss for U.S.
federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not
occurred; 
 (4) no Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar
and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit and such deposit is not prohibited by Article X or XII
hereof; 
  

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 (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or
violation of, or constitute a default under the Senior Credit Facilities, the Notes, this Indenture, the Senior Notes, the Senior Indenture or any other material agreement or instrument to which, the Issuer or any Guarantor is a party or by which
the Issuer or any Guarantor is bound (other than that resulting from any borrowing of funds to be applied to make the deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit relating to other
Indebtedness, and the granting of Liens in connection therewith); 
 (6) the Issuer shall have delivered to the Trustee an
Opinion of Counsel to the effect that, as of the date of such opinion and subject to customary assumptions and exclusions following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency,
reorganization, or similar laws affecting creditors’ rights generally (including Section 547 of Title 11 of the United States Code) under any applicable U.S. Federal or state law, and that the Trustee has a perfected security interest in
such trust funds for the ratable benefit of the Holders; 
 (7) the Issuer shall have delivered to the Trustee an
Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or any Guarantor or others; and 
 (8) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may
be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with. 
 SECTION 8.05. Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.06
hereof, all money and European Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to
Section 8.04 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent
(including the Issuer or a Guarantor acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium and interest, but such money need not be segregated
from other funds except to the extent required by law. Money and European Government Securities so held in trust shall not be subject to Article X or Article XII hereof. 
 The Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or European 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 VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon the request of the Issuer any money or 

  

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European Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(a) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an
equivalent Legal Defeasance or Covenant Defeasance. 
 SECTION 8.06. Repayment to Issuer. Subject to any applicable abandoned
property law, any money deposited with the Trustee or any Paying Agent, or then held by the Issuer, in trust for the payment of the principal of, premium, if any, or interest on any Note and remaining unclaimed for two years after such principal,
and premium, if any, or interest has become due and payable shall be paid to the Issuer on its request or (if then held by the Issuer) shall be discharged from such trust; and the Holder of such Note shall thereafter look only to the Issuer for
payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, shall thereupon cease. 
 SECTION 8.07. Reinstatement. If the Trustee or Paying Agent is unable to apply any euros or European Government Securities in accordance
with Section 8.02 or 8.03 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Issuer’s obligations under this
Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with
Section 8.02 or 8.03 hereof, as the case may be; provided that, if the Issuer makes any payment of principal of, premium, if any, or interest on any Note following the reinstatement of its obligations, the Issuer shall be subrogated to
the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent. 
 ARTICLE IX 

AMENDMENT, SUPPLEMENT AND WAIVER 
 SECTION 9.01. Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereof, the Issuer, the Guarantors and the Trustee may amend or supplement this Indenture and any Guarantee or Notes without the consent of
any Holder: 
 (1) to cure any ambiguity, omission, mistake, defect or inconsistency; 
 (2) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes; 
 (3) to comply with Section 5.01 hereof; 
 (4) to provide the assumption of the Issuer’s or any Guarantor’s obligations to the Holders; 
 (5) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any such Holder; 
  

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 (6) to add covenants for the benefit of the Holders or to surrender any right or power
conferred upon the Issuer or any Guarantor; 
 (7) to comply with requirements of the SEC in order to effect or maintain the
qualification of this Indenture under the Trust Indenture Act; 
 (8) to evidence and provide for the acceptance and
appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; 
 (9) to provide for
the issuance of exchange notes or private exchange notes, which are identical to exchange notes except that they are not freely transferable; 
 (10) to add a Guarantor or co-obligor under this Indenture or to remove any parent guarantor; 
 (11) to conform the text of this Indenture, the Guarantees or the Notes to any provision of the “Description of the Notes” section of the Offering Circular to the extent that such provision in such “Description of the
Notes” section was intended to be a verbatim recitation of a provision of this Indenture, the Guarantees or the Notes; or 
 (12) making any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of the Notes;
provided, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and
adversely affect the rights of Holders to transfer Notes. 
 Upon the request of the Issuer accompanied by a resolution of its board of
directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer and the Guarantors in the execution of
any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to
enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required
in connection with the addition of a Guarantor under this Indenture (other than as required by Section 4.15 hereof) upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which
is attached as Exhibit D hereto. 
 SECTION 9.02. With Consent of Holders of Notes. Except as provided below in this
Section 9.02, the Issuer, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes and the Guarantees with the consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes,
if any) then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of
Default (other than a Default or Event of Default in the payment of the principal of, 

  

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premium, if any, or interest on the Notes) or compliance with any provision of this Indenture, the Guarantees or the Notes may be waived with the consent of
the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the
Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. 
 Upon the request of the Issuer accompanied by a resolution of its board of directors authorizing the execution of any such amended or supplemental
indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall
join with the Issuer in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the
Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. 
 It shall not be necessary
for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. 
 After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall mail to the Holders of Notes affected thereby a
notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or
waiver. 
 Notwithstanding the foregoing, without the consent of each affected Holder of Notes, an amendment or waiver under this
Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): 
 (1) reduce the principal amount of
such Notes whose Holders must consent to an amendment, supplement or waiver; 
 (2) reduce the principal of or change the
fixed final maturity of any such Note or alter or waive the provisions with respect to the redemption of such Note (other than the provisions of Section 4.10 and Section 4.14 hereof); 
 (3) reduce the rate of or change the time for payment of interest on any Note; 
 (4) waive a Default in the payment of principal of or premium, if any, or interest on the Notes, except a rescission of acceleration of
the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any
Guarantee which cannot be amended or modified without the consent of all Holders; 
 (5) make any Note payable in money other
than that stated therein; 
  

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 (6) make any change in the provisions of this Indenture relating to waivers of past
Defaults or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes; 
 (7)
make any change in these amendment and waiver provisions; 
 (8) impair the right of any Holder to receive payment of
principal of, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; 
 (9) make any change in the subordination provisions hereof that would adversely affect the Holders; or 
 (10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Subsidiary (or any group of Subsidiaries
that together would constitute a Significant Subsidiary) in any manner adverse to the Holders of the Notes. 
 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 in all material respects with the Trust Indenture Act as then in effect. 
 SECTION 9.04. Revocation and Effect of
Consents. Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion of a Note that evidences the same
debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee receives written notice of
revocation before the date the waiver, supplement or amendment becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder. 
 The Issuer may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment,
supplement, or waiver. If a record date is fixed, then, notwithstanding the preceding paragraph, those Persons who were Holders at such record date (or their duly designated proxies), and only such Persons, shall be entitled to consent to such
amendment, supplement, or waiver or to revoke any consent previously given, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 120 days after such record date unless
the consent of the requisite number of Holders has been obtained. 
 SECTION 9.05. 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 Issuer in exchange for all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new
Notes that reflect the amendment, supplement or waiver. 
  

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 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 amendment,
supplement or waiver authorized pursuant to this Article IX if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. The Issuer may not sign an amendment, supplement or waiver until the
board of directors of the Issuer approves it. In executing any amendment, supplement or waiver, the Trustee shall be entitled to receive, upon request, and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition
to the documents required by Section 14.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such
amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions
hereof (including Section 9.03). Notwithstanding the foregoing, except as required by Section 4.15 hereof, neither an Opinion of Counsel nor an Officer’s Certificate will be required for the Trustee to execute any amendment or
supplement adding a new Guarantor under this Indenture. 
 SECTION 9.07. Payment for Consent. Neither the Issuer nor any
Affiliate of the Issuer shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or
provisions of this Indenture or the Notes unless such consideration is offered to all Holders and is paid to all Holders that so consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver
or agreement. 
 SECTION 9.08. Additional Voting Terms; Calculation of Principal Amount. All Notes issued under this Indenture
shall vote and consent together on all matters (as to which any of such Notes may vote) as one class. Determinations as to whether Holders of the requisite aggregate principal amount of Notes have concurred in any direction, waiver or consent shall
be made in accordance with this Article IX and Section 2.14. 
 ARTICLE X 
 SUBORDINATION OF NOTES 
 SECTION 10.01. Agreement to Subordinate.
The Issuer agrees, and each Holder by accepting a Note agrees, that the payment of all Obligations owing in respect of the Notes is subordinated in right of payment, to the extent and in the manner provided in this Article X, to the prior payment in
cash in full of all existing and future Senior Indebtedness of the Issuer and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness. The Notes shall in all respects rank pari passu in
right of payment with all existing and future Senior Subordinated Indebtedness of the Issuer, and will be senior in right of payment to all existing and future Subordinated Indebtedness of the Issuer; and only Indebtedness of the Issuer that is
Senior Indebtedness shall rank senior to the Notes in accordance with the provisions set forth herein. All provisions of this Article X shall be subject to Section 10.12. 
  

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 SECTION 10.02. Liquidation, Dissolution, Bankruptcy. Upon any payment or distribution of
the assets of the Issuer to creditors upon a total or partial liquidation or dissolution of the Issuer or in a reorganization of, or similar proceeding relating to, the Issuer or its property: 
 (i) the holders of Senior Indebtedness of the Issuer shall be entitled to receive payment in full in cash of such Senior Indebtedness
before Holders shall be entitled to receive any payment; 
 (ii) until the Senior Indebtedness of the Issuer is paid in full
in cash, any payment or distribution to which Holders would be entitled but for the subordination provisions of this Indenture shall be made to holders of such Senior Indebtedness as their interests may appear, except that Holders may receive
Permitted Junior Securities; and 
 (iii) if a distribution is made to Holders that, due to the subordination provisions of
this Indenture, should not have been made to them, such Holders will be required to hold it in trust for the holders of Senior Indebtedness of the Issuer and pay it over to them as their interests may appear. 
 SECTION 10.03. Default on Senior Indebtedness of the Issuer. The Issuer shall not pay principal of, premium, if any, or interest on the
Notes (or pay any other Obligations relating to the Notes, including fees, costs, expenses, indemnities and rescission or damage claims) or make any deposit pursuant to Article VIII or Article XIII hereof and may not purchase, redeem or otherwise
retire any Notes (collectively, “pay the Notes”) (except in the form of Permitted Junior Securities) if either of the following occurs (a “Payment Default”): 
 (i) any Obligation on any Designated Senior Indebtedness of the Issuer is not paid in full in cash when due (after giving effect to any
applicable grace period); or 
 (ii) any other default on Designated Senior Indebtedness of the Issuer occurs and the maturity
of such Designated Senior Indebtedness is accelerated in accordance with its terms; 
 unless, in either case, the Payment Default has been cured or waived
and any such acceleration has been rescinded or such Designated Senior Indebtedness has been discharged or paid in full in cash; provided, however, that the Issuer shall be entitled to pay the Notes without regard to the foregoing if
the Issuer and the Trustee receive written notice approving such payment from the Representatives of all Designated Senior Indebtedness with respect to which the Payment Default has occurred and is continuing. 
 During the continuance of any default (other than a Payment Default) (a “Non-Payment Default”) with respect to any Designated Senior
Indebtedness of the Issuer pursuant to which the maturity thereof may be accelerated without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Issuer shall not
pay the Notes (except in the form of Permitted Junior Securities) for a period (a “Payment Blockage Period”) commencing upon the receipt by the Trustee (with a copy to the Issuer) of written notice (a “Blockage
Notice”) of such Non-Payment Default from the Representative of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter. The Payment Blockage Period shall 

  

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end earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Issuer from the Person or Persons who gave such
Blockage Notice; (ii) because the default giving rise to such Blockage Notice is cured, waived or otherwise no longer continuing; or (iii) because such Designated Senior Indebtedness has been discharged or repaid in full in cash.

 Notwithstanding the provisions described in the immediately preceding paragraph (but subject to the provisions contained in the first
paragraph of this Section 10.03 and Section 10.02 hereof), unless the holders of such Designated Senior Indebtedness or the Representative of such Designated Senior Indebtedness shall have accelerated the maturity of such Designated Senior
Indebtedness, the Issuer shall be entitled to resume paying the Notes after the end of such Payment Blockage Period. The Notes shall not be subject to more than one Payment Blockage Period in any consecutive 360-day period irrespective of the number
of defaults with respect to Designated Senior Indebtedness of the Issuer during such period; provided that if any Blockage Notice is delivered to the Trustee by or on behalf of the holders of Designated Senior Indebtedness of the Issuer
(other than the holders of Indebtedness under the Senior Credit Facilities), a Representative of holders of Indebtedness under the Senior Credit Facilities may give another Blockage Notice within such period. However, in no event shall the total
number of days during which any Payment Blockage Period or Periods on the Notes is in effect exceed 179 days in the aggregate during any consecutive 360-day period, and there must be at least 181 days during any consecutive 360-day period during
which no Payment Blockage Period is in effect. Notwithstanding the foregoing, however, no default that existed or was continuing on the date of delivery of any Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Blockage
Notice unless such default shall have been waived for a period of not less than 90 days (it being acknowledged that any subsequent action, or any breach of any financial covenants during the period after the date of delivery of a Blockage Notice,
that, in either case, would give rise to a Non-Payment Default pursuant to any provisions under which a Non-Payment Default previously existed or was continuing shall constitute a new Non-Payment Default for this purpose). 
 SECTION 10.04. Acceleration of Payment of Notes. If payment of the Notes is accelerated because of an Event of Default, the Issuer shall
promptly notify the holders of the Designated Senior Indebtedness of the Issuer or the Representative of such Designated Senior Indebtedness of the acceleration; provided that any failure to give such notice shall have no effect whatsoever on
the provisions of this Article X. 
 If any Indebtedness under the Senior Credit Facilities is outstanding, no such acceleration will be
effective until the earlier of the acceleration of Indebtedness under the Senior Credit Facilities or five Business Days after the Representative under the Senior Credit Facilities receives notice of such acceleration and, thereafter, the Issuer may
pay the Notes only if this Indenture otherwise permits payment at that time. 
 SECTION 10.05. When Distribution Must Be Paid
Over. If a distribution is made to Holders that, due to the subordination provisions of this Article X, should not have been made to them, such Holders are required to hold it in trust for the holders of Senior Indebtedness of the Issuer
and pay it over to them as their interests may appear. 
  

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 SECTION 10.06. Subrogation. After all Senior Indebtedness of the Issuer is paid in full and until
the Notes are paid in full, Holders shall be subrogated to the rights of holders of such Senior Indebtedness to receive distributions applicable to such Senior Indebtedness. A distribution made under this Article X to holders of such Senior
Indebtedness which otherwise would have been made to Holders is not, as between the Issuer and Holders, a payment by the Issuer on such Senior Indebtedness. 
 SECTION 10.07. Relative Rights. This Article X defines the relative rights of Holders and holders of Senior Indebtedness of the Issuer. Nothing in this Indenture shall: 
 (i) impair, as between the Issuer and Holders, the obligation of the Issuer, which is absolute and unconditional, to pay principal of and
interest on the Notes in accordance with their terms; 
 (ii) prevent the Trustee or any Holder from exercising its available
remedies upon a Default, subject to the rights of holders of Senior Indebtedness of the Issuer to receive payments or distributions otherwise payable to Holders and such other rights of such holders of Senior Indebtedness as set forth herein; or

 (iii) affect the relative rights of Holders and creditors of the Issuer other than their rights in relation to holders of
Senior Indebtedness. 
 SECTION 10.08. Subordination May Not Be Impaired by Issuer. No right of any holder of Senior
Indebtedness of the Issuer to enforce the subordination of the Indebtedness evidenced by the Notes shall be impaired by any act or failure to act by the Issuer or by its failure to comply with this Indenture. 
 SECTION 10.09. Rights of Trustee and Paying Agent. Notwithstanding Section 10.03 hereof, the Trustee or any Paying Agent may continue
to make payments on the Notes and shall not be charged with knowledge of the existence of facts that would prohibit the making of any payments unless, not less than five Business Days prior to the date of such payment, a Responsible Officer of the
Trustee receives notice satisfactory to it that payments may not be made under this Article X. The Issuer, the Registrar, the Paying Agent, a Representative or a holder of Senior Indebtedness of the Issuer shall be entitled to give the notice;
provided, however, that, if an issue of Senior Indebtedness of the Issuer has a Representative, only the Representative shall be entitled to give the notice. 
 The Trustee in its individual or any other capacity shall be entitled to hold Senior Indebtedness of the Issuer with the same rights it would have if it
were not Trustee. The Registrar and the Paying Agent shall be entitled to do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article X with respect to any Senior Indebtedness of the Issuer which may at
any time be held by it, to the same extent as any other holder of such Senior Indebtedness; and nothing in Article VII shall deprive the Trustee of any of its rights as such holder. Nothing in this Article X shall apply to claims of, or payments to,
the Trustee under or pursuant to Section 7.07 hereof or any other Section of this Indenture. 
 SECTION 10.10. Distribution or Notice
to Representative. Whenever any Person is to make a distribution or give a notice to holders of Senior Indebtedness of the Issuer, such Person shall be entitled to make such distribution or give such notice to their Representative (if
any). Any such Representative shall provide its contact information to the Trustee. 
  

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 SECTION 10.11. Article X Not to Prevent Events of Default or Limit Right to Accelerate. The
failure to make a payment pursuant to the Notes by reason of any provision in this Article X shall not be construed as preventing the occurrence of a Default. Nothing in this Article X shall have any effect on the right of the Holders or the Trustee
to accelerate the maturity of the Notes. 
 SECTION 10.12. Trust Moneys Not Subordinated. Notwithstanding anything contained
herein to the contrary, payments from money or the proceeds of European Government Securities held in trust by the Trustee for the payment of principal of and interest on the Notes pursuant to Article VIII or Article XIII hereof shall not be
subordinated to the prior payment of any Senior Indebtedness of the Issuer or subject to the restrictions set forth in this Article X, and none of the Holders shall be obligated to pay over any such amount to the Issuer or any holder of Senior
Indebtedness of the Issuer or any other creditor of the Issuer, provided that the subordination provisions of this Article X or Article XII hereof were not violated at the time the applicable amounts were deposited in trust pursuant to
Article VIII or Article XIII hereof, as the case may be. 
 SECTION 10.13. Trustee Entitled to Rely. Upon any payment or
distribution pursuant to this Article X, the Trustee and the Holders shall be entitled to rely (a) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 10.02 hereof are
pending, (b) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders or (c) upon the Representatives of Senior Indebtedness of the Issuer for the purpose
of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Senior Indebtedness and other Indebtedness of the Issuer, the amount thereof or payable thereon, the amount or amounts paid or distributed
thereon and all other facts pertinent thereto or to this Article X. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Senior Indebtedness of the Issuer to
participate in any payment or distribution pursuant to this Article X, the Trustee shall be entitled to request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness held by such
Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article X, and, if such evidence is not furnished, the Trustee shall be entitled to
defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 hereof shall be applicable to all actions or omissions of actions by the Trustee
pursuant to this Article X. 
 SECTION 10.14. Trustee to Effectuate Subordination. Each Holder by its acceptance of a Note
agrees to be bound by this Article X and authorizes and expressly directs the Trustee, on its behalf, to take such action as may be necessary or appropriate to effectuate the subordination between the Holders and the holders of Senior Indebtedness
of the Issuer as provided in this Article X and appoints the Trustee as attorney-in-fact for any and all such purposes. 
  

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 SECTION 10.15. Trustee Not Fiduciary for Holders of Senior Indebtedness of the Issuer. The
Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness of the Issuer and shall not be liable to any such holders if it shall mistakenly pay over or distribute to Holders or the Issuer or any other Person, money
or assets to which any holders of Senior Indebtedness of the Issuer shall be entitled by virtue of this Article X or otherwise. 
 SECTION
10.16. Reliance by Holders of Senior Indebtedness of the Issuer on Subordination Provisions. Each Holder by accepting a Note acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement
and a consideration to each holder of any Senior Indebtedness of the Issuer, whether such Senior Indebtedness was created or acquired before or after the issuance of the Notes, to acquire and continue to hold, or to continue to hold, such Senior
Indebtedness and such holder of such Senior Indebtedness shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Senior Indebtedness. 
 Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Indebtedness of the Issuer may, at any time and from time to
time, without the consent of or notice to the Trustee or the Holders, without incurring responsibility to the Trustee or the Holders and without impairing or releasing the subordination provided in this Article X or the obligations hereunder of the
Holders to the holders of the Senior Indebtedness of the Issuer, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Indebtedness of the Issuer, or
otherwise amend or supplement in any manner Senior Indebtedness of the Issuer, or any instrument evidencing the same or any agreement under which Senior Indebtedness of the Issuer is outstanding; (ii) sell, exchange, release or otherwise deal
with any property pledged, mortgaged or otherwise securing Senior Indebtedness of the Issuer; (iii) release any Person liable in any manner for the payment or collection of Senior Indebtedness of the Issuer; and (iv) exercise or refrain
from exercising any rights against the Issuer and any other Person. 
 ARTICLE XI 
 GUARANTEES 
 SECTION 11.01. Guarantee. Subject to this Article XI,
each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability
of this Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that: (a) the principal of and interest and premium, if any, on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration,
redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or
performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be
jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. 
  

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 The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the
validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment
against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of
claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants that this Guarantee shall not be discharged except by
complete performance of the obligations contained in the Notes and this Indenture. 
 Each Guarantor also agrees to pay any and all costs and
expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 11.01. 
 If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Guarantors, any amount
paid either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. 
 Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further
agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VI hereof for the purposes of this
Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in
Article VI hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor
so long as the exercise of such right does not impair the rights of the Holders under the Guarantees. 
 Each Guarantee shall remain in full
force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or
trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes
are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as
though such payment or performance had not been made. In the event that any payment or any part thereof, 

  

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is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount
paid and not so rescinded, reduced, restored or returned. 
 In case any provision of any Guarantee shall be invalid, illegal or
unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 
 Pursuant to the provisions of Article XII hereof, the Guarantee issued by any Guarantor shall be a general unsecured senior subordinated obligation of such Guarantor and shall be subordinated in right of payment to all existing and future
Senior Indebtedness of such Guarantor, if any. 
 Each payment to be made by a Guarantor in respect of its Guarantee shall be made without
set-off, counterclaim, reduction or diminution of any kind or nature. 
 SECTION 11.02. Limitation on Guarantor Liability. Each
Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform
Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree
that the obligations of each Guarantor shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws and after giving
effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article XI, result in the obligations of such Guarantor
under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law. Each Subsidiary Guarantor that makes a payment under its Guarantee shall be entitled upon payment in full of all guaranteed obligations under
this Indenture to a contribution from each other Subsidiary Guarantor in an amount equal to such other Subsidiary Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of
such payment determined in accordance with GAAP. 
 SECTION 11.03. Execution and Delivery. To evidence its Guarantee set forth
in Section 11.01 hereof, each Guarantor hereby agrees that this Indenture shall be executed on behalf of such Guarantor by its President, one of its Vice Presidents or one of its Assistant Vice Presidents. 
 Each Guarantor hereby agrees that its Guarantee set forth in Section 11.01 hereof shall remain in full force and effect notwithstanding the absence
of the endorsement of any notation of such Guarantee on the Notes. 
 If an Officer whose signature is on this Indenture no longer holds that
office at the time the Trustee authenticates the Note, the Guarantee shall be valid nevertheless. 
  

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 The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due
delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors. 
 If required by Section 4.15 hereof, the Issuer
shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article XI, to the extent applicable. 
 SECTION 11.04. Subrogation. Each Guarantor shall be subrogated to all rights of Holders of Notes against the Issuer in respect of any amounts paid by any Guarantor pursuant to the provisions of
Section 11.01 hereof; provided that, if an Event of Default has occurred and is continuing, no Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then
due and payable by the Issuer under this Indenture or the Notes shall have been paid in full. 
 SECTION 11.05. Benefits
Acknowledged. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the guarantee and waivers made by it pursuant to its Guarantee are
knowingly made in contemplation of such benefits. 
 SECTION 11.06. Release of Guarantees. A Guarantee by a Guarantor shall be
automatically and unconditionally released and discharged, and no further action by such Guarantor, the Issuer or the Trustee is required for the release of such Guarantor’s Guarantee, upon: 
 (1) (A) any sale, exchange or transfer (by merger or otherwise) of (i) the Capital Stock of such Guarantor (including any sale,
exchange or transfer), after which the applicable Guarantor is no longer a Restricted Subsidiary or (ii) all or substantially all the assets of such Guarantor, in each case made in compliance with the applicable provisions of this Indenture;

 (B) the release or discharge of the guarantee by such Guarantor of Indebtedness under the Senior Credit Facilities or such
other guarantee that resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee; 
 (C) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture; or 
 (D) the exercise by the Issuer of its Legal Defeasance option or Covenant Defeasance option in accordance with Article VIII hereof or the
discharge of the Issuer’s obligations under this Indenture in accordance with the terms of this Indenture; and 
 (2)
such Guarantor delivering to the Trustee an Officer’s Certificate of such Guarantor and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with.

  

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 ARTICLE XII 
 SUBORDINATION OF GUARANTEES 
 SECTION 12.01. Agreement to Subordinate. Each Guarantor
agrees, and each Holder by accepting a Note agrees, that the obligations of such Guarantor under its Guarantee are subordinated in right of payment, to the extent and in the manner provided in this Article XII, to the prior payment in cash in full
of all existing and future Senior Indebtedness of such Guarantor and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness. A Guarantor’s obligations under its Guarantee shall in all respects
rank pari passu in right of payment and in all other respects with all existing and future Senior Subordinated Indebtedness of such Guarantor, and will be senior in right of payment to all existing and future Subordinated Indebtedness
of such Guarantor; and only Indebtedness of such Guarantor that is Senior Indebtedness shall rank senior to the obligations of such Guarantor under its Guarantee in accordance with the provisions set forth herein. All provisions of this Article XII
shall be subject to Section 12.12. 
 SECTION 12.02. Liquidation, Dissolution, Bankruptcy. Upon any payment or
distribution of the assets of a Guarantor to creditors upon a total or partial liquidation or dissolution of such Guarantor or in a reorganization of, or similar proceeding relating to, such Guarantor or its property: 
 (i) the holders of Senior Indebtedness of such Guarantor shall be entitled to receive payment in full in cash of such Senior Indebtedness
before Holders shall be entitled to receive any payment; 
 (ii) until the Senior Indebtedness of such Guarantor is paid in
full in cash, any payment or distribution to which Holders would be entitled but for the subordination provisions of this Indenture shall be made to holders of such Senior Indebtedness as their interests may appear, except that Holders may receive
Permitted Junior Securities; and 
 (iii) if a distribution is made to Holders that, due to the subordination provisions of
this Indenture, should not have been made to them, such Holders will be required to hold it in trust for the holders of Senior Indebtedness of such Guarantor and pay it over to them as their interests may appear. 
 SECTION 12.03. Default on Senior Indebtedness of a Guarantor. A Guarantor shall not make any payment pursuant to its Guarantee (or pay any
other Obligations relating to its Guarantee, including fees, costs, expenses, indemnities and rescission or damage claims) or make any deposit under Article VIII or XIII hereof and may not purchase, redeem or otherwise retire any Notes
(collectively, “pay its Guarantee”) (except in the form of Permitted Junior Securities) if either of the following occurs (a “Guarantor Payment Default”): 
 (i) any Obligation on any Designated Senior Indebtedness of such Guarantor is not paid in full in cash when due (after giving effect to
any applicable grace period); or 
  

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 (ii) any other default on Designated Senior Indebtedness of such Guarantor occurs and the
maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms; 
 unless, in either case, the Guarantor Payment Default has
been cured or waived and any such acceleration has been rescinded or such Designated Senior Indebtedness has been discharged or paid in full in cash; provided, however, that such Guarantor shall be entitled to pay its Guarantee without
regard to the foregoing if such Guarantor and the Trustee receive written notice approving such payment from the Representatives of all Designated Senior Indebtedness with respect to which the Guarantor Payment Default has occurred and is
continuing. 
 During the continuance of any default (other than a Guarantor Payment Default) (a “Guarantor Non-Payment
Default”) with respect to any Designated Senior Indebtedness of a Guarantor pursuant to which the maturity thereof may be accelerated without further notice (except such notice as may be required to effect such acceleration) or the
expiration of any applicable grace periods, such Guarantor shall not pay its Guarantee (except in the form of Permitted Junior Securities) for a period (a “Guarantee Payment Blockage Period”) commencing upon the receipt by the
Trustee (with a copy to such Guarantor and the Issuer) of written notice (a “Guarantee Blockage Notice”) of such Guarantor Non-Payment Default from the Representative of such Designated Senior Indebtedness specifying an election to
effect a Guarantee Payment Blockage Period and ending 179 days thereafter. The Guarantee Payment Blockage Period shall end earlier if such Guarantee Payment Blockage Period is terminated (i) by written notice to the Trustee, the relevant
Guarantor and the Issuer from the Person or Persons who gave such Guarantee Blockage Notice; (ii) because the default giving rise to such Guarantee Blockage Notice is cured, waived or otherwise no longer continuing; or (iii) because such
Designated Senior Indebtedness has been discharged or repaid in full in cash. 
 Notwithstanding the provisions described in the immediately
preceding paragraph (but subject to the provisions contained in the first sentence of this Section 12.03 and Section 12.02 hereof), unless the holders of such Designated Senior Indebtedness or the Representative of such Designated Senior
Indebtedness shall have accelerated the maturity of such Designated Senior Indebtedness, the relevant Guarantor shall be entitled to resume paying its Guarantee after the end of such Guarantee Payment Blockage Period. Each Guarantee shall not be
subject to more than one Guarantee Payment Blockage Period in any consecutive 360-day period irrespective of the number of defaults with respect to Designated Senior Indebtedness of the relevant Guarantor during such period; provided that if
any Guarantee Blockage Notice is delivered to the Trustee by or on behalf of the holders of Designated Senior Indebtedness of such Guarantor (other than the holders of Indebtedness under the Senior Credit Facilities), a Representative of holders of
Indebtedness under the Senior Credit Facilities may give another Guarantee Blockage Notice within such period. However, in no event shall the total number of days during which any Guarantee Payment Blockage Period or Periods on a Guarantee is in
effect exceed 179 days in the aggregate during any consecutive 360-day period, and there must be at least 181 days during any consecutive 360-day period during which no Guarantee Payment Blockage Period is in effect. Notwithstanding the foregoing,
however, no default that existed or was continuing on the date of delivery of any Guarantee Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Guarantee Blockage Notice unless such default shall have been waived for a
period of not less than 90 days (it being acknowledged that any subsequent 

  

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action, or any breach of any financial covenants during the period after the date of delivery of a Guarantee Blockage Notice, that, in either case, would
give rise to a Guarantor Non-Payment Default pursuant to any provisions under which a Guarantor Non-Payment Default previously existed or was continuing shall constitute a new Guarantor Non-Payment Default for this purpose). 
 SECTION 12.04. Acceleration of Payment of Notes. If payment of the Notes is accelerated because of an Event of Default, each Guarantor
shall promptly notify the holders of the Designated Senior Indebtedness of such Guarantor or the Representative of such Designated Senior Indebtedness of the acceleration; provided that any failure to give such notice shall have no effect
whatsoever on the provisions of this Article XII. 
 SECTION 12.05. When Distribution Must Be Paid Over. If a distribution is
made to Holders that, due to the subordination provisions of this Article XII, should not have been made to them, such Holders are required to hold it in trust for the holders of Senior Indebtedness of the relevant Guarantor and pay it over to them
as their interests may appear. 
 SECTION 12.06. Subrogation. After all Senior Indebtedness of a Guarantor is paid in full and
until the Notes are paid in full, Holders shall be subrogated to the rights of holders of such Senior Indebtedness to receive distributions applicable to such Senior Indebtedness. A distribution made under this Article XII to holders of such Senior
Indebtedness which otherwise would have been made to Holders is not, as between the relevant Guarantor and Holders, a payment by such Guarantor on such Senior Indebtedness. 
 SECTION 12.07. Relative Rights. This Article XII defines the relative rights of Holders and holders of Senior Indebtedness of a Guarantor.
Nothing in this Indenture shall: 
 (i) impair, as between such Guarantor and Holders, the obligation of such Guarantor, which
is absolute and unconditional, to make payments under its Guarantee in accordance with its terms; 
 (ii) prevent the Trustee
or any Holder from exercising its available remedies upon a default by such Guarantor under its obligations with respect to its Guarantee, subject to the rights of holders of Senior Indebtedness of such Guarantor to receive payments or distributions
otherwise payable to Holders and such other rights of such holders of Senior Indebtedness as set forth herein; or 
 (iii)
affect the relative rights of Holders and creditors of such Guarantor other than their rights in relation to holders of Senior Indebtedness. 
 SECTION 12.08. Subordination May Not Be Impaired by a Guarantor. No right of any holder of Senior Indebtedness of a Guarantor to enforce the subordination of the obligations of such Guarantor under its Guarantee shall be
impaired by any act or failure to act by such Guarantor or by its failure to comply with this Indenture. 
 SECTION 12.09. Rights of
Trustee and Paying Agent. Notwithstanding Section 12.03 hereof, the Trustee or any Paying Agent may continue to make payments on the Guarantees and shall not be charged with knowledge of the existence of facts that would prohibit


  

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the making of any payments unless, not less than five Business Days prior to the date of such payment, a Responsible Officer of the Trustee receives notice
satisfactory to him that payments may not be made under this Article XII. Each Guarantor, the Registrar, the Paying Agent, a Representative or a holder of Senior Indebtedness of such Guarantor shall be entitled to give the notice; provided,
however, that, if an issue of Senior Indebtedness of such Guarantor has a Representative, only the Representative shall be entitled to give the notice. 
 The Trustee in its individual or any other capacity shall be entitled to hold Senior Indebtedness of any Guarantor with the same rights it would have if it were not Trustee. The Registrar and the Paying Agent shall be
entitled to do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article XII with respect to any Senior Indebtedness of any Guarantor which may at any time be held by it, to the same extent as any other
holder of such Senior Indebtedness; and nothing in Article VII shall deprive the Trustee of any of its rights as such holder. Nothing in this Article XII shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.07
hereof or any other Section of this Indenture. 
 SECTION 12.10. Distribution or Notice to Representative. Whenever any Person
is to make a distribution or give a notice to holders of Senior Indebtedness of a Guarantor, such Person shall be entitled to make such distribution or give such notice given to their Representative (if any). 
 SECTION 12.11. Article XII Not to Prevent Events of Default or Limit Right to Demand Payment. The failure of a Guarantor to make a payment
pursuant its Guarantee by reason of any provision in this Article XII shall not be construed as preventing the occurrence of a default by such Guarantor under its Guarantee. Nothing in this Article XII shall have any effect on the right of the
Holders or the Trustee to make a demand for payment on a Guarantor pursuant to Article XI hereof. 
 SECTION 12.12. Trust Moneys Not
Subordinated. Notwithstanding anything contained herein to the contrary, payments from money or the proceeds of European Government Securities held in trust by the Trustee for the payment of principal of and interest on the Notes pursuant
to Article VIII or Article XIII hereof shall not be subordinated to the prior payment of any Senior Indebtedness of any Guarantor or subject to the restrictions set forth in this Article XII, and none of the Holders shall be obligated to pay over
any such amount to such Guarantor or any holder of Senior Indebtedness of such Guarantor or any other creditor of such Guarantor, provided that the subordination provisions of Article X hereof or this Article XII were not violated at the time
the applicable amounts were deposited in trust pursuant to Article VIII or Article XIII hereof, as the case may be. 
 SECTION 12.13.
Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article XII, the Trustee and the Holders shall be entitled to rely (a) upon any order or decree of a court of competent jurisdiction in which any
proceedings of the nature referred to in Section 12.02 hereof are pending, (b) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders or (c) upon the
Representatives of Senior Indebtedness of a Guarantor for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Senior Indebtedness and other Indebtedness of such Guarantor, the amount
thereof or payable thereon, 

  

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the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XII. In the event that the Trustee determines, in
good faith, that evidence is required with respect to the right of any Person as a holder of Senior Indebtedness of a Guarantor to participate in any payment or distribution pursuant to this Article XII, the Trustee shall be entitled to request such
Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts
pertinent to the rights of such Person under this Article XII, and, if such evidence is not furnished, the Trustee shall be entitled to defer any payment to such Person pending judicial determination as to the right of such Person to receive such
payment. The provisions of Sections 7.01 and 7.02 hereof shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article XII. 
 SECTION 12.14. Trustee to Effectuate Subordination. Each Holder by its acceptance of a Note agrees to be bound by this Article XII and authorizes and expressly directs the Trustee, on its behalf, to take
such action as may be necessary or appropriate to effectuate the subordination between the Holders and the holders of Senior Indebtedness of a Guarantor as provided in this Article XII and appoints the Trustee as attorney-in-fact for any and all
such purposes. 
 SECTION 12.15. Trustee Not Fiduciary for Holders of Senior Indebtedness of Guarantors. The Trustee shall not be
deemed to owe any fiduciary duty to the holders of Senior Indebtedness of any Guarantor and shall not be liable to any such holders if it shall mistakenly pay over or distribute to Holders or such Guarantor or any other Person, money or assets to
which any holders of Senior Indebtedness of such Guarantor shall be entitled by virtue of this Article XII or otherwise. 
 SECTION 12.16.
Reliance by Holders of Senior Indebtedness of a Guarantor on Subordination Provisions. Each Holder by accepting a Note acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a
consideration to each holder of any Senior Indebtedness of a Guarantor, whether such Senior Indebtedness was created or acquired before or after the issuance of the Notes, to acquire and continue to hold, or to continue to hold, such Senior
Indebtedness and such holder of such Senior Indebtedness shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Senior Indebtedness. 
 Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Indebtedness of any Guarantor may, at any time and from time
to time, without the consent of or notice to the Trustee or the Holders, without incurring responsibility to the Trustee or the Holders and without impairing or releasing the subordination provided in this Article XII or the obligations hereunder of
the Holders to the holders of the Senior Indebtedness of such Guarantor, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Indebtedness of such
Guarantor, or otherwise amend or supplement in any manner Senior Indebtedness of such Guarantor, or any instrument evidencing the same or any agreement under which Senior Indebtedness of such Guarantor is outstanding; (ii) sell, exchange,
release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Indebtedness of such Guarantor; (iii) release any Person liable in any manner for the payment or collection of Senior Indebtedness of such Guarantor;
and (iv) exercise or refrain from exercising any rights against such Guarantor and any other Person. 
  

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 ARTICLE XIII 
 SATISFACTION AND DISCHARGE 
 SECTION 13.01. Satisfaction and Discharge. This Indenture
shall be discharged and shall cease to be of further effect as to all Notes, when either: 
 (1) all Notes heretofore
authenticated and delivered, except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has heretofore been deposited in trust, have been delivered to the Trustee for cancellation; or 
 (2) (A) all Notes not heretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of a
notice of redemption or otherwise, will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and
at the expense, of the Issuer, and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of the Notes, cash in euros, non-callable European
Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on the Notes not heretofore delivered to the Trustee for
cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; 
 (B) no Default
(other than that resulting from borrowing funds to be applied to make such deposit or any similar and simultaneous deposit relating to other Indebtedness and the granting of Liens in connection therewith) with respect to this Indenture or the Notes
shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under the Senior Credit Facilities, the Senior Notes,
the Senior Indenture or any other material agreement or instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound (other than resulting from any borrowing of funds to be applied to make such deposit
and any similar and simultaneous deposit relating to other Indebtedness and the granting of Liens in connection therewith); 
 (C) the Issuer has paid or caused to be paid all sums payable by it under this Indenture; and 
 (D) the Issuer has
delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the Redemption Date, as the case may be. 
  

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 In addition, the Issuer must deliver an Officer’s Certificate and an Opinion of Counsel to the
Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. 
 Notwithstanding the satisfaction and
discharge of this Indenture, if money shall have been deposited with the Trustee pursuant to subclause (A) of clause (2) of this Section 13.01, the provisions of Section 13.02 and Section 8.06 hereof shall survive.

 SECTION 13.02. Application of Trust Money. Subject to the provisions of Section 8.06 hereof, all money deposited with
the Trustee pursuant to Section 13.01 hereof shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting
as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such money has been deposited with the Trustee; but such money need not be segregated from
other funds except to the extent required by law. 
 If the Trustee or Paying Agent is unable to apply any money or European Government
Securities in accordance with Section 13.01 hereof by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the
Issuer’s and any Guarantor’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 13.01 hereof; provided that if the Issuer has made any payment of
principal of, premium, if any, or interest on any Notes because of the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or European Government
Securities held by the Trustee or Paying Agent. 
 ARTICLE XIV 
 MISCELLANEOUS 
 SECTION 14.01. Trust Indenture Act Controls. If any provision of this
Indenture limits, qualifies or conflicts with the duties imposed by Trust Indenture Act Section 318(c), the imposed duties shall control. 
 SECTION 14.02. Notices. Any notice or communication by the Issuer, any Guarantor or the Trustee to the others is duly given if in writing and delivered in person or mailed by first-class mail (registered or certified, return
receipt requested), fax or overnight air courier guaranteeing next day delivery, to the others’ address: 
  

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 If to the Issuer and/or any Guarantor: 
 PTS Acquisition Corp. 
 c/o The Blackstone
Group 
 345 Park Avenue 
 New
York, New York 10154 
 Fax No.: (212) 583-5712 
 Attention: Cardinal Health 409, Inc. 
 and 
 Cardinal Health 409, Inc. 
 14 Schoolhouse
Road 
 Somerset, New Jersey 08873 
 Fax No.: (732) 537-5932 
 Attention: David Eatwell 
 If to the Trustee: 
 The Bank of New York

 101 Barclay Street 
 Corporate
Trust Administration 
 Floor 8W 
 New York, New York 10286 
 Fax No.: 212-815-5704 
 Attn: Cardinal PTS Trustee 
 The Issuer, any Guarantor or the Trustee, by notice to the others, may
designate additional or different addresses for subsequent notices or communications. 
 All notices and communications (other than those
sent to Holders) shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five calendar days after being deposited in the mail, postage prepaid, if mailed by first-class mail; when receipt acknowledged, if
faxed; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery; provided that any notice or communication delivered to the Trustee shall be deemed effective upon actual
receipt thereof. 
 Notices given by publication shall be deemed given on the first date on which publication is made. 
 Any notice or communication to a Holder shall be mailed by first-class mail, certified or registered, return receipt requested, or by overnight air
courier guaranteeing next day delivery to its address shown on the Note Register kept by the Registrar. Any notice or communication shall also be so mailed to any Person described in Trust Indenture Act Section 313(c), to the extent required by
the Trust Indenture Act. 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. 
  

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 If a notice or communication is mailed in the manner provided above within the time prescribed, it is
duly given, whether or not the addressee receives it. 
 If the Issuer mails a notice or communication to Holders, it shall mail a copy to
the Trustee and each Agent at the same time. 
 SECTION 14.03. Communication by Holders of Notes with Other Holders of Notes.
Holders may communicate pursuant to Trust Indenture Act Section 312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Issuer, the Trustee, the Registrar and anyone else shall have the protection of Trust
Indenture Act Section 312(c). 
 SECTION 14.04. Certificate and Opinion as to Conditions Precedent. Upon any request or
application by the Issuer or any of the Guarantors to the Trustee to take any action under this Indenture, the Issuer or such Guarantor, as the case may be, shall furnish to the Trustee: 
 (A) An Officer’s Certificate of the Issuer in form and substance reasonably satisfactory to the Trustee (which shall include the
statements set forth in Section 14.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and 
 (B) An Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in
Section 14.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied. 
 SECTION 14.05. 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
Section 4.04 hereof or Trust Indenture Act Section 314(a)(4)) shall comply with the provisions of Trust Indenture Act Section 314(e) and shall include: 
 (A) a statement that the Person making such certificate or opinion has read such covenant or condition; 
 (B) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in
such certificate or opinion are based; 
 (C) a statement that, in the opinion of such Person, he or she has made such
examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with (and, in the case of an Opinion of Counsel, may be limited to reliance on an
Officer’s Certificate as to matters of fact); and 
 (D) a statement as to whether or not, in the opinion of such Person,
such condition or covenant has been complied with. 
  

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 SECTION 14.06. 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 14.07. No Personal Liability of Directors, Officers, Employees and Stockholders. No director, officer, employee, incorporator or stockholder of the Issuer or any Guarantor or any of their parent companies shall have
any liability for any obligations of the Issuer or the Guarantors under the Notes, the Guarantees or this Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder by accepting Notes waives
and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. 
 SECTION 14.08.
Governing Law. THIS INDENTURE, THE NOTES AND ANY GUARANTEE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 
 SECTION 14.09. Waiver of Jury Trial. EACH OF THE ISSUER, THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN
ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY. 
 SECTION 14.10.
Force Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused by, directly or indirectly, forces beyond its reasonable
control, including without limitation strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications
or computer (software or hardware) services. 
 SECTION 14.11. No Adverse Interpretation of Other Agreements. This Indenture
may not be used to interpret any other indenture, loan or debt agreement of the Issuer or its Restricted Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture. 
 SECTION 14.12. Successors. All agreements of the Issuer in this Indenture and the Notes shall bind its successors. All agreements of the
Trustee in this Indenture shall bind its successors. All agreements of each Guarantor in this Indenture shall bind its successors, except as otherwise provided in Section 11.05 hereof. 
 SECTION 14.13. 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 14.14.
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. 
  

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 SECTION 14.15. Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and
headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 

SECTION 14.16. Qualification of Indenture. The Issuer and the Guarantors shall qualify this Indenture under the Trust Indenture Act in
accordance with the terms and conditions of the Registration Rights Agreement and shall pay all reasonable costs and expenses (including attorneys’ fees and expenses for the Issuer, the Guarantors and the Trustee) incurred in connection
therewith, including, but not limited to, costs and expenses of qualification of this Indenture and the Notes and printing this Indenture and the Notes. The Trustee shall be entitled to receive from the Issuer and the Guarantors any such
Officer’s Certificates, Opinions of Counsel or other documentation as it may reasonably request in connection with any such qualification of this Indenture under the Trust Indenture Act. 
 SECTION 14.17. Currency of Account; Conversion of Currency; Foreign Exchange Restrictions. 
 (a) Euros are the sole currency of account and payment for all sums payable by the Issuer and the Guarantors under or in connection with the Notes, the
Guarantees of the Notes or this Indenture, including damages related thereto or hereto. Any amount received or recovered in a currency other than euros by a Holder of Notes (whether as a result of, or of the enforcement of, a judgment or order of a
court of any jurisdiction, in the winding-up or dissolution of the Issuer or otherwise) in respect of any sum expressed to be due to it from the Issuer shall only constitute a discharge to the Issuer to the extent of the euro amount, which the
recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to
do so). If that euro amount is less than the euro amount expressed to be due to the recipient under the applicable Notes, the Issuer shall indemnify it against any loss sustained by it as a result as set forth in Section 14.17(b). In any event,
the Issuer and the Guarantors shall indemnify the recipient against the cost of making any such purchase. For the purposes of this Section 14.17, it will be sufficient for the Holder of a Note to certify in a satisfactory manner (indicating
sources of information used) that it would have suffered a loss had an actual purchase of euros been made with the amount so received in that other currency on the date of receipt or recovery (or, if a purchase of euros on such date had not been
practicable, on the first date on which it would have been practicable, it being required that the need for a change of date be certified in the manner mentioned above). 
 (b) The Issuer and the Guarantors, jointly and severally, covenant and agree that the following provisions shall apply to conversion of currency in the case of the Notes, the Guarantees and this Indenture: 

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

 -133- 








 (B) If there is a change in the rate of exchange prevailing between the Business Day
before the day on which the judgment is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Issuer and the Guarantors will pay such additional
(or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Currency
originally due. 
 (2) In the event of the winding-up of the Issuer or any Guarantor at any time while any amount or damages
owing under the Notes, the Guarantees and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Issuer and the Guarantors shall indemnify and hold the Holders and the Trustee harmless against any
deficiency arising or resulting from any variation in rates of exchange between (i) the date as of which the Applicable Currency Equivalent of the amount due or contingently due under the Notes, the Guarantees and this Indenture (other than
under this subsection (b)(2)) is calculated for the purposes of such winding-up and (ii) the final date for the filing of proofs of claim in such winding-up. For the purpose of this subsection (b)(2), the final date for the filing of proofs of
claim in the winding-up of the Issuer or any Guarantor shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Issuer or
such Guarantor may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. 
 (c) The
obligations contained in this Section 14.17 shall constitute separate and independent obligations from the other obligations of the Issuer and the Guarantors under this Indenture, shall give rise to separate and independent causes of action
against the Issuer and the Guarantors, shall apply irrespective of any waiver or extension granted by any Holder or the Trustee or either of them from time to time and shall continue in full force and effect notwithstanding any judgment or order or
the filing of any proof of claim in the winding-up of the Issuer or any Guarantor for a liquidated sum in respect of amounts due hereunder (other than under subsection (b)(2) above) or under any such judgment or order. Any such deficiency as
aforesaid shall be deemed to constitute a loss suffered by the Holders or the Trustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Issuer or any Guarantor or the liquidator or otherwise or any of them. In
the case of subsection (b)(2) above, the amount of such deficiency shall not be deemed to be reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution. 
 (d) The term “rate(s) of exchange” shall mean the rate of exchange quoted by Reuters at 10:00 a.m. (New York time) for spot purchases of the
Base Currency with the Judgment Currency other than the Base Currency referred to in subsections (b)(1) and (b)(2) above and includes any premiums and costs of exchange payable. 
  

 -134- 








 SECTION 14.18. Waiver of Immunities. To the extent that the Issuer may in any jurisdiction
claim for itself or its assets immunity from a suit, execution, attachment, whether in aid of execution, before judgment or otherwise, or other legal process in connection with and as set out in this Indenture and the Notes and to the extent that in
any jurisdiction there may be immunity attributed to the Issuer or the Issuer’s assets, whether or not claimed, the Issuer hereby irrevocably agrees for the benefit of the Holders not to claim, and irrevocably waive, the immunity to the full
extent permitted by law. 
 [Signatures on following page] 
  

 -135- 









			
	PTS ACQUISITION CORP.
		
	by	 	 /s/ David Eatwell

	Name:	 	David Eatwell
	Title:	 	Chief Financial Officer and Treasurer
	
	 CARDINAL HEALTH 409, INC.

		
	by	 	 /s/ David Eatwell

	Name:	 	David Eatwell
	Title:	 	Chief Financial Officer and Treasurer
	
	 GUARANTORS:

	
	 CARDINAL HEALTH 400, INC.

		
	by	 	 /s/ David Eatwell

	Name:	 	David Eatwell
	Title:	 	Chief Financial Officer and Treasurer
	
	 CARDINAL HEALTH 406, LLC

		
	by	 	 /s/ David Eatwell

	Name:	 	David Eatwell
	Title:	 	Chief Financial Officer and Treasurer
	
	 CARDINAL HEALTH 421, INC.

		
	by	 	 /s/ David Eatwell

	Name:	 	David Eatwell
	Title:	 	Chief Financial Officer and Treasurer


 Signature Page to Senior Subordinated Indenture 








			
	CARDINAL HEALTH PTS, LLC
		
	by	 	 /s/ David Eatwell

	Name:	 	David Eatwell
	Title:	 	Chief Financial Officer and Treasurer
	
	GLACIER CORPORATION
		
	by	 	 /s/ David Eatwell

	Name:	 	David Eatwell
	Title:	 	President
	
	R.P. SCHERER TECHNOLOGIES, INC.
		
	by	 	 /s/ David Eatwell

	Name:	 	David Eatwell
	Title:	 	Treasury and Assistant Secretary
	
	 THE BANK OF NEW YORK
 AS
TRUSTEE,

		
	by	 	 /s/ Mary Lagumina

	Name:	 	Mary Lagumina
	Title:	 	Vice President


 Signature Page to Senior Subordinated Indenture 







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

 [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] 
 [Insert the Regulation S Temporary Global Note Legend, if applicable pursuant to the provisions of the Indenture] 
  

 A-1 








 Common Code [            ] 
 ISIN [            ]1 
 [RULE 144A][REGULATION S] GLOBAL NOTE

 9.75% Senior Subordinated Note due 2017 
  

	 No.      
	 [€            ] 


 PTS ACQUISITION CORP. 
 promises to pay to
                     or registered assigns, the principal sum [set forth on the Schedule of Exchanges of Interests in the Global Note attached
hereto] [of
                                        
United States Dollars] on April 15, 2017. 
 Interest Payment Dates: April 15 and October 15, commencing October 15, 2007 
 Record Dates: April 1 and October 1 


	 1
	 144A Common Code: 029555931 


 144A ISIN: XS0295559313 
 Regulation S Common
Code: 029555877 
 Regulation S ISIN: XS0295558778 
  

 A-2 








 IN WITNESS HEREOF, the Issuer has caused this instrument to be duly executed. 
 Dated: [                    ] 
  

			
	 PTS ACQUISITION CORP.

		
	By:	 	  

	Name:	 	
	Title:	 	


  

 A-3 








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

			
	 THE BANK OF NEW YORK,
 as Trustee

		
	 By:
	 	  

	Authorized Signatory


  

 A-4 








 [Back of Note] 
 9.75% Senior Subordinated Note due 2017 
 Capitalized terms used herein shall have the meanings assigned to
them in the Indenture referred to below unless otherwise indicated. 
 1. INTEREST. PTS Acquisition Corp., a Delaware corporation (the
“Issuer”), promises to pay interest on the principal amount of this Note at a rate per annum of 9.75% from April 10, 2007 until maturity and to pay the Additional Interest, if any, payable pursuant to the Registration Rights
Agreement referred to below. The Issuer will pay interest on this Note semi-annually in arrears on April 15 and October 15 of each year commencing on October 15, 2007, or if any such day is not a Business Day, on the next succeeding
Business Day (each, an “Interest Payment Date”). The Issuer will make each interest payment to the Holder of record of this Note on the immediately preceding April 1 and October 1 (each, a “Record Date”).
Interest on this Note will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from April 10, 2007. The Issuer will pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the rate borne by this Note; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of
interest (without regard to any applicable grace periods) from time to time on demand at the rate borne by this Note. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. 
 2. METHOD OF PAYMENT. The Issuer will pay interest on this Note to the Person who is the registered Holder of this Note at the close of business on the
Record Date (whether or not a Business Day) next preceding the Interest Payment Date, even if this Note is canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with
respect to defaulted interest. Interest may be made by check mailed to the Holders at their addresses set forth in the Note Register of Holders, provided that (a) all payments of principal, premium, if any, and interest on Notes
represented by Global Notes registered in the name of or held by the Common Depositary or its nominee will be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof and (b) all payments
of principal, premium, if any, and interest with respect to certificated Notes will be made by wire transfer to an account maintained by the payee with a bank in member state of the European Union if such Holder elects payment by wire transfer by
giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 30 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). Such
payment shall be in such money of a member state of the European Union 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, the Trustee under the Indenture, will act as Paying Agent and Registrar. The Issuer may change any Paying Agent or Registrar without notice to the
Holders. The Issuer or any of its Subsidiaries may act as Paying Agent or Registrar. 
  

 A-5 








 4. INDENTURE. The Issuer issued the Notes under a Senior Subordinated Indenture, dated as of
April 10, 2007 (the “Indenture”), among PTS Acquisition Corp., Cardinal Health 409, Inc., the Guarantors named therein and the Trustee. This Note is one of a duly authorized issue of notes of the Issuer designated as its 9.75%
Senior Subordinated Notes due 2017. The Issuer shall be entitled to issue Additional Notes pursuant to Section 2.01 and 4.09 of the Indenture. The Initial Notes and any Additional Notes issued under the Indenture (including, in each case, any
Exchange Notes issued in exchange therefor) (collectively referred to herein as the “Notes”) shall be treated as a single class of securities under the Indenture. The terms of the Notes include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). 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
described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option. 
 (b) At any time
prior to April 15, 2012, the Issuer may redeem all or a part of the Notes, upon notice in accordance with Section 3.03 of the Indenture, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable
Premium as of, and accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest
Payment Date. 
 (c) Until April 15, 2010, the Issuer may, at its option, on one or more occasions redeem up to 35% of the aggregate
principal amount of Notes issued by it at a redemption price equal to 109.75% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of Notes of record on the
relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds of one or more Equity Offerings; provided that (i) at least 50% of the sum of the aggregate principal amount of Notes
originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; and (ii) each such redemption occurs within 180 days of
the date of closing of each such Equity Offering. 
 Notice of any redemption upon any Equity Offering may be given prior to the redemption
thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. 
 (d) On and after April 15, 2012, the Issuer may redeem the Notes, in whole or in part at the redemption prices (expressed as percentages of
principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant
Interest Payment Date, if redeemed during the twelve-month period beginning on April 15 of each of the years indicated below: 
  

				
	 Year
	  	Percentage	 
	 2012
	  	104.875	%
	 2013
	  	103.250	%
	 2014
	  	101.625	%
	 2015 and thereafter
	  	100.000	%

  

 A-6 








 (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01
through 3.06 of the Indenture. 
 6. MANDATORY REDEMPTION. The Issuer shall not be required to make mandatory redemption or sinking fund
payments with respect to the Notes. 
 7. NOTICE OF REDEMPTION. Subject to Section 3.03 of the Indenture, notice of redemption will be
mailed by first-class mail at least 30 days but not more than 60 days before the redemption date (except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with Article VIII or
Article XIII of the Indenture) to each Holder whose Notes are to be redeemed at its registered address. Notes in denominations larger than €50,000 may be redeemed in part but only in whole multiples of €1,000, unless all of the Notes held
by a Holder are to be redeemed. On and after the Redemption Date, interest ceases to accrue on this Note or portions thereof called for redemption. 
 8. OFFERS TO REPURCHASE. Upon the occurrence of a Change of Control, the Issuer shall make a Change of Control Offer in accordance with Section 4.14 of the Indenture. In connection with certain Asset Sales, the Issuer shall make an
Asset Sale Offer as and when provided in accordance with Section 4.10 of the Indenture. 
 9. DENOMINATIONS, TRANSFER, EXCHANGE. The
Notes are in registered form without coupons in denominations of €50,000 and integral multiples of €1,000 thereafter. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the
Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuer may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Issuer need not exchange or
register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Issuer need not exchange or register the transfer of any Notes for a period of 15 days
before a selection of Notes to be redeemed. 
 10. SUBORDINATION. The Notes and the related Guarantees are subordinated to Senior
Indebtedness of the Issuer and the Guarantors on the terms and subject to the conditions set forth in the Indenture. To the extent provided in the Indenture, Senior Indebtedness must be paid before the Notes and Guarantees may be paid. The Issuer
agrees, and each Holder by accepting a Note agrees, to the subordination provisions contained in the Indenture and authorizes the Trustee to give them effect and appoints the Trustee as attorney-in-fact for such purpose. 
  

 A-7 








 11. PERSONS DEEMED OWNERS. The registered Holder of this Note may be treated as its owner for all
purposes. 
 12. AMENDMENT, SUPPLEMENT AND WAIVER. The Indenture, the Guarantees or the Notes may be amended or supplemented as provided in
the Indenture. 
 13. DEFAULTS AND REMEDIES. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture.
If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 30% in principal amount of the then outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then
outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without
further action or notice. Holders may not enforce the Indenture, the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may
direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or interest) if it determines that
withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or and its
consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest on, any of the Notes held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement
regarding compliance with the Indenture, and the Issuer is required within five (5) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer proposes to take
with respect thereto. 
 14. AUTHENTICATION. This Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for
any purpose until authenticated by the manual signature of the Trustee. 
 15. ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND
RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders of Notes under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes shall have all the rights set forth in the Registration Rights Agreement,
dated as of April 10, 2007, among PTS Acquisition Corp., Cardinal Health 409, Inc., the Guarantors named therein and the other parties named on the signature pages thereof (the “Registration Rights Agreement”), including the
right to receive Additional Interest (as defined in the Registration Rights Agreement). 
  

 A-8 








 16. GOVERNING LAW. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THE INDENTURE,
THE NOTES AND THE GUARANTEES. 
 17. COMMON CODE AND ISIN NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Issuer has caused Common Code and ISIN numbers to be printed on the Notes and the Trustee may use Common Code and ISIN numbers in notices of redemption as a convenience to Holders. No representation is made as
to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. 
 The Issuer will furnish to any Holder upon written request and without charge a copy of the Indenture and/or the Registration Rights Agreement. Requests
may be made to the Issuer at the following address: 
 PTS Acquisition Corp. 
 c/o Cardinal Health 409, Inc. 
 14 Schoolhouse
Road 
 Somerset, New Jersey 08873 
 Attention: David Eatwell 
  

 A-9 








 ASSIGNMENT FORM 
 To assign this Note, fill in the form below: 
  

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

		 	(Insert assignee’s legal name)

  

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

  

  

  

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

			
	and irrevocably appoint	  	  


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

			
	 Your Signature:
	 	  

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


 Signature Guarantee*:
                                        
                                 


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

  

 A-10 








 OPTION OF HOLDER TO ELECT PURCHASE 
 If you want to elect to have this Note purchased by the Issuer pursuant to Section 4.10 or 4.14 of the Indenture, check the appropriate box below:

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

			
	 Your Signature:
	 	  

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



			
	 Tax Identification No.:
	 	  



 Signature
Guarantee*:                                      
                                   


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

  

 A-11 








 SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE* 
 The initial outstanding principal amount of this Global Note is €            .
The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global or Definitive Note for an interest in this Global Note, have been made: 
  

									
	 Date of
 Exchange
	  	 Amount of
 decrease
 in Principal

Amount
	  	 Amount of increase
 in Principal
 Amount of
this
 Global Note
	  	 Principal Amount
 of
 this Global Note
 following such
 decrease
or
 increase
	  	 Signature of
 authorized
 officer
 of Trustee or
 Custodian

		  		  		  		  	
		  		  		  		  	
		  		  		  		  	



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

  

 A-12 








 EXHIBIT B 
 FORM OF CERTIFICATE OF TRANSFER 
 PTS Acquisition Corp. 
 c/o The Blackstone Group 
 345 Park Avenue, Floor 31 
 New York, New York 10154 
 Attention: Cardinal Health 409, Inc. 
 The Bank of New York 
 101 Barclay Street 
 Corporate Trust Administration 
 Floor 8W 
 New York, New York 10286 
 Fax No.: (212) 815-5704 
 Attention: Cardinal PTS Trustee 
 Re: 9.75% Senior
Subordinated Notes due 2017 
 Reference is hereby made to the Senior Subordinated Indenture, dated as of April 10, 2007 (the
“Indenture”), among PTS Acquisition Corp., Cardinal Health 409, Inc., the Guarantors named therein and the Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. 
                      (the
“Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of €             in
such Note[s] or interests (the “Transfer”), to              (the “Transferee”), as further specified in Annex A hereto. In connection with the
Transfer, the Transferor hereby certifies that: 
 [CHECK ALL THAT APPLY] 
 1. [    ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE RELEVANT 144A GLOBAL NOTE OR RELEVANT DEFINITIVE
NOTE PURSUANT TO RULE 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby
further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with
respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such
Transfer is in compliance with any applicable blue sky securities laws of any state of the United States. 
  

 B-1 








 2. [    ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE
RELEVANT REGULATION S GLOBAL NOTE OR RELEVANT DEFINITIVE NOTE PURSUANT TO REGULATION S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further
certifies that (i) the Transfer is not being made to a person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf
reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting
on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities
Act, (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration of the Restricted Period, the transfer is not
being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive
Note will be subject to the restrictions on Transfer enumerated in the Indenture and the Securities Act. 
 3. [    ]
CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE RELEVANT DEFINITIVE NOTE PURSUANT TO ANY PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The Transfer is being effected in compliance with the
transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United
States, and accordingly the Transferor hereby further certifies that (check one): 
 (a) [    ] such
Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act; 
 or 
 (b) [    ] such Transfer is being effected to the Issuer or a subsidiary thereof; 
 or 
 (c)
[    ] such Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act. 
 4. [    ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED
DEFINITIVE NOTE. 
  

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 (a) [    ] CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is being
effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the
restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture,
the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

 (b) [    ] CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The Transfer is being effected pursuant to and in
accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture. 
 (c) [    ] CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The Transfer is being effected pursuant to and in compliance
with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State
of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in
accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted
Definitive Notes and in the Indenture. 
  

 B-3 








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

			
	 [Insert Name of Transferor]

		
	By:	 	  

	Name:	 	
	Title:	 	


 Dated:
                     
  

 B-4 








 ANNEX A TO CERTIFICATE OF TRANSFER 
  

	 	1.	The Transferor owns and proposes to transfer the following: 

 [CHECK ONE OF (a) OR (b)] 
  

	 	(a)	[    ] a beneficial interest in the: 

  

	 	(i)	[    ] 144A Global Note (Common Code:        ), or 

  

	 	(ii)	[    ] Regulation S Global Note (Common Code:        ), or 

  

	 	(b)	[    ] a Restricted Definitive Note. 

  

	 	2.	After the Transfer the Transferee will hold: 

 [CHECK ONE] 
  

	 	(a)	[    ] a beneficial interest in the: 

  

	 	(i)	[    ] 144A Global Note (Common Code:        ), or 

  

	 	(ii)	[    ] Regulation S Global Note (Common Code:        ) or 

  

	 	(iii)	[    ] Unrestricted Global Note [                    ]; or


  

	 	(b)	[    ] a Restricted Definitive Note; or 

  

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

  

 B-5 








 EXHIBIT C 
 FORM OF CERTIFICATE OF EXCHANGE 
 PTS Acquisition Corp. 
 c/o The Blackstone Group 
 345 Park Avenue, Floor 31 
 New York, New York 10154 
 Attention: Cardinal Health 409, Inc. 
 The Bank of New York 
 101 Barclay Street 
 Corporate Trust Administration 
 Floor 8W 
 New York, New York 10286 
 Fax No.: (212) 815-5704 
 Attention: Cardinal PTS Trustee 
 Re: 9.75% Senior
Subordinated Notes due 2017 
 Reference is hereby made to the Senior Subordinated Indenture, dated as of April 10, 2007 (the
“Indenture”), among PTS Acquisition Corp., Cardinal Health 409, Inc., the Guarantors named therein and the Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. 
                      (the
“Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of €             in such Note[s] or
interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 
 1) EXCHANGE OF RESTRICTED
DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE OF THE SAME SERIES 
 a) [    ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN
UNRESTRICTED GLOBAL NOTE OF THE SAME SERIES. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note of the same series in an equal principal
amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global
Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

  

 C-1 








 b) [    ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE OF THE SAME SERIES. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note of the same series, the Owner hereby
certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant
to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive
Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. 
 c)
[    ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE OF THE SAME SERIES. In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial
interest in an Unrestricted Global Note of the same series, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with
the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in
order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. 
 d) [    ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO UNRESTRICTED DEFINITIVE NOTE OF THE SAME SERIES. In
connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note of the same series, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account
without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky
securities laws of any state of the United States. 
 2) EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL
NOTES FOR RESTRICTED DEFINITIVE NOTES OF THE SAME SERIES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES OF THE SAME SERIES 
 a) [    ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE OF THE SAME SERIES. In connection with the Exchange of the Owner’s 

  

 C-2 








 
beneficial interest in a Restricted Global Note for a Restricted Definitive Note of the same series with an equal principal amount, the Owner hereby
certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will
continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act. 
 b) [    ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE OF
THE SAME SERIES. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE] [    ] 144A Global Note [    ] Regulation S Global Note of the same
series, with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer
restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed
Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and
the Securities Act. 
 This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer and are
dated                     . 
  

			
	[Insert Name of Transferor]
		
	By:	 	  

	Name:	 	
	Title:	 	


 Dated:
                     
  

 C-3 








 EXHIBIT D 
 [FORM OF SUPPLEMENTAL INDENTURE 
 TO BE DELIVERED BY SUBSEQUENT GUARANTORS] 
 Supplemental Indenture (this “Supplemental Indenture”), dated as of
                    , among
                                        
(the “Guaranteeing Subsidiary”), a subsidiary of [NAME OF ISSUER], a Delaware corporation (the “Issuer”), and The Bank of New York, as trustee (the “Trustee”). 
 WITNESSETH 
 WHEREAS, each of PTS Acquisition
Corp., Cardinal Health 409, Inc. and the Guarantors (as defined in the Indenture referred to below) has heretofore executed and delivered to the Trustee a Senior Subordinated Indenture (the “Indenture”), dated as of April 10,
2007, providing for the issuance of an unlimited aggregate principal amount of 9.75% Senior Subordinated Notes due 2017 (the “Notes”); 
 WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall
unconditionally guarantee all of the Issuer’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the “Guarantee”); and 
 WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture. 
 NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties
mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 
 (1) Capitalized Terms.
Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. 
 (2) Agreement to
Guarantee. The Guaranteeing Subsidiary hereby agrees as follows: 
 (a) Along with all other Guarantors named in the Indenture (including
pursuant to any supplemental indentures), to jointly and severally unconditionally guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and
enforceability of the Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that: 
 (i) the
principal of and interest and premium, if any, on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on 

  

 D-1 








 
the Notes, if any, if lawful, and all other obligations of the Issuer to the Holders or the Trustee thereunder shall be promptly paid in full or performed,
all in accordance with the terms thereof; and 
 (ii) in case of any extension of time of payment or renewal of any Notes or
any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount
so guaranteed or any performance so guaranteed for whatever reason, the Guarantors and the Guaranteeing Subsidiary shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a guarantee of
collection. 
 (b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes
or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or
any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. 
 (c) The Guaranteeing
Subsidiary hereby waives: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands
whatsoever. 
 (d) This Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, the
Indenture and this Supplemental Indenture. The Guaranteeing Subsidiary accepts all obligations applicable to a Guarantor under the Indenture, including Articles XI and XII of the Indenture. The Guaranteeing Subsidiary acknowledges that by executing
this Supplemental Indenture, it will become a Subsidiary Guarantor under the Indenture and subject to all the terms and conditions applicable to Subsidiary Guarantors contained therein. 
 (e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Guarantors (including the Guaranteeing Subsidiary),
or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Guarantors, any amount paid either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be
reinstated in full force and effect. 
 (f) The Guaranteeing Subsidiary shall not be entitled to any right of subrogation in relation to the
Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. 
 (g) As between the
Guaranteeing Subsidiary, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VI of the Indenture for the purposes of this
Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of 

  

 D-2 








 
such obligations as provided in Article VI of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the
Guaranteeing Subsidiary for the purpose of this Guarantee. 
 (h) The Guaranteeing Subsidiary shall have the right to seek contribution from
any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Guarantee. 
 (i)
Pursuant to Section 11.02 of the Indenture, after giving effect to all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy or fraudulent conveyance laws, and after giving effect to any collections from,
rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under Article XI of the Indenture, this new Guarantee shall be limited to the maximum amount
permissible such that the obligations of such Guaranteeing Subsidiary under this Guarantee will not constitute a fraudulent transfer or conveyance. 
 (j) This Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the
benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at
any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes and Guarantee, whether as a “voidable preference”,
“fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Note shall, to the fullest extent
permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. 
 (k) In
case any provision of this Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 
 (l) The obligations of the Guaranteeing Subsidiary under this Guarantee are subordinated in right of payment, to the extent and in the manner provided in
Article XII of the Indenture to the prior payment in full of all existing and future Senior Indebtedness of the Guaranteeing Subsidiary. 
 (m) Each payment to be made by the Guaranteeing Subsidiary in respect of this Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature. 
 (3) Execution and Delivery. The Guaranteeing Subsidiary agrees that the Guarantee shall remain in full force and effect notwithstanding the
absence of the endorsement of any notation of such Guarantee on the Notes. 
 (4) Merger, Consolidation or Sale of All or Substantially
All Assets. 
  

 D-3 








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

 (i) (A) the Guaranteeing Subsidiary is the surviving corporation or the Person formed by or surviving any such
consolidation or merger (if other than the Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation organized or existing under the laws of the jurisdiction of
organization of the Guaranteeing Subsidiary, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Guaranteeing Subsidiary or such Person, as the case may be, being herein
called the “Successor Person”); 
 (B) the Successor Person, if other than the Guaranteeing Subsidiary,
expressly assumes all the obligations of the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s related Guarantee pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory
to the Trustee; 
 (C) immediately after such transaction, no Default exists; and 
 (D) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such
consolidation, merger or transfer and such supplemental indentures, if any, comply with the Indenture; or 
 (ii) the
transaction is made in compliance with Section 4.10 of the Indenture; 
 (b) Subject to certain limitations described in the Indenture,
the Successor Person will succeed to, and be substituted for, the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s Guarantee. Notwithstanding the foregoing, the Guaranteeing Subsidiary may merge into or transfer all
or part of its properties and assets to another Guarantor or the Issuer. 
 (5) Releases. 
 The Guarantee of the Guaranteeing Subsidiary shall be automatically and unconditionally released and discharged, and no further action by the Guaranteeing
Subsidiary, the Issuer or the Trustee is required for the release of the Guaranteeing Subsidiary’s Guarantee, upon: 
 (a) (i) any sale, exchange or transfer (by merger or otherwise) of the Capital Stock of the Guaranteeing Subsidiary (including any sale, exchange or transfer), after which the Guaranteeing Subsidiary is no longer a Restricted Subsidiary or
all or substantially all the assets of the Guaranteeing Subsidiary which sale, exchange or transfer is made in compliance with the applicable provisions of the Indenture; 
 (ii) the release or discharge of the guarantee by the Guaranteeing Subsidiary of the Senior Credit Facilities or the guarantee which
resulted in the creation of the Guarantee, except a discharge or release by or as a result of payment under such guarantee; 
 (iii) the proper designation of the Guaranteeing Subsidiary as an Unrestricted Subsidiary; or 
  

 D-4 








 (iv) the Issuer exercising its Legal Defeasance option or Covenant Defeasance option in
accordance with Article VIII of the Indenture or the Issuer’s obligations under the Indenture being discharged in accordance with the terms of the Indenture; and 
 (b) the Guaranteeing Subsidiary delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all
conditions precedent provided for in the Indenture relating to such transaction have been complied with. 
 (6) No Recourse Against
Others. No director, officer, employee, incorporator or stockholder of the Guaranteeing Subsidiary shall have any liability for any obligations of the Issuer or the Guarantors (including the Guaranteeing Subsidiary) under the Notes, any
Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are
part of the consideration for issuance of the Notes. 
 (7) Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 
 (8) Counterparts. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 
 (9) Effect of
Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. 
 (10) The Trustee.
The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the
Guaranteeing Subsidiary. 
 (11) Subrogation. The Guaranteeing Subsidiary shall be subrogated to all rights of Holders of Notes
against the Issuer in respect of any amounts paid by the Guaranteeing Subsidiary pursuant to the provisions of Section 2 hereof and Section 11.01 of the Indenture; provided that, if an Event of Default has occurred and is
continuing, the Guaranteeing Subsidiary shall not be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Issuer under the Indenture or the Notes shall
have been paid in full. 
 (12) Benefits Acknowledged. The Guaranteeing Subsidiary’s Guarantee is subject to the terms and
conditions set forth in the Indenture. The Guaranteeing Subsidiary acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that the guarantee
and waivers made by it pursuant to this Guarantee are knowingly made in contemplation of such benefits. 
  

 D-5 








 (13) Successors. All agreements of the Guaranteeing Subsidiary in this Supplemental Indenture
shall bind its Successors, except as otherwise provided in Section 2(k) hereof or elsewhere in this Supplemental Indenture. All agreements of the Trustee in this Supplemental Indenture shall bind its successors. 
  

 D-6 








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

			
	[GUARANTEEING SUBSIDIARY]
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	THE BANK OF NEW YORK, as Trustee
		
	By:	 	  

	Name:	 	
	Title:	 	


  

 D-7